SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

X . QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended: ~~September~~March 3031, ~~2009~~2010

. TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ___________ to _____________

Commission File Number: 000-53405

OPTIMIZED TRANSPORTATION MANAGEMENT, INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware		74-2958195
(State or Other Jurisdiction of Incorporation or Organization)		(IRS Employer Identification No.)
707 Grant Street, Suite #2307, Pittsburgh, PA, 15219
(Address of Principal Executive Offices)
(412) 258 – 2260
(Issuer’s Telephone Number, including Area Code)
(Former Name, Former Address, and Former Fiscal Year, if Changed Since Last Report)

~~707~~Indicate ~~Grant~~by ~~Street,~~check ~~Suite~~mark ~~#2307,~~whether ~~Pittsburgh,~~the PAregistrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), ~~15219~~and (2) has been subject to such filing requirements for the past 90 days. Yes X . No .

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulations S-T (~~Address~~§232.405 of ~~Principal~~this ~~Executive~~chapter) ~~Offices~~during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes . No .

(412) 258-2260

(Issuer’s Telephone Number, including Area Code)

(Former Name, Former Address, and Former Fiscal Year, if Changed Since Last Report)

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. X . Yes . No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulations S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). . Yes . No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of "large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):


Large accelerated filer	.	Accelerated filer	.
Non-accelerated filer	. (Do not check if a smaller reporting company)	Smaller reporting company	X .

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). . Yes . No .

There were 1221,~~084~~305,~~000~~591 issued and outstanding shares of the registrant’s common stock, par value $.001 per share, as of ~~September~~May 3018, ~~2009~~2010.

OPTIMIZED TRANSPORTATION MANAGEMENT, INC.

TABLE OF CONTENTS

PART I.	FINANCIAL INFORMATION
Item 1.	Consolidated Financial Statements - Unaudited	3
	Consolidated Balance Sheets at September 30, 2009 (Unaudited) and September 30, 2008 (Unaudited)	3
	Consolidated Balance Sheets at March 31, 2010 (Unaudited) and December 31, 2009 (Audited)	3
	Consolidated Statements of Income for the three months and nine months ended September 30, 2009 and 2008 (Unaudited)	4
	Consolidated Statements of Income for the three months ended March 31, 2010 and 2009 (Unaudited)	4
	Consolidated Statement of Stockholders’ Equity for the nine months ended September 30, 2009 (Unaudited)	5
	Consolidated Statements of Cash Flows for the three months ended March 31, 2010 and 2009 (Unaudited)	5
	Consolidated Statements of Cash Flows for the nine months ended September 30, 2009 and 2008 (Unaudited)	6
	Notes to Consolidated Financial Statements (Unaudited)	6
	Notes to Consolidated Financial Statements (Unaudited)	7
Item 2.	Management’s Discussion and Analysis of Financial Conditions and Results of Operations	17
Item 2.	Management’s Discussion and Analysis of Financial Conditions and Results of Operations	12
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	20
Item 4T.	Controls and Procedures	1620
Item 6.	Exhibits	16
PART II.	OTHER INFORMATION
PART II.	FINANCIAL INFORMATION
Item 1.	Legal Proceedings	21
Item 1.	Legal Proceedings – N/A
Item 1a.	Risk Factors	21
Item 1a.	Risk Factors – N/A
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	21
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds – N/A
Item 3.	Defaults upon Senior Securities	21
Item 3.	Defaults upon Senior Securities – N/A
Item 4.	Removed and Reserved	21
Item 4.	Submission of Matters to a Vote of Security Holders – N/A
Item 5.	Other Information	21
Item 5.	Other Information – N/A
Item 6.	Exhibits	21
Item 6.	Exhibits	16
SIGNATURES		22

OPTIMIZED TRANSPORTATION MANAGEMENT, INC.


OPTIMIZED TRANSPORTATION MANAGEMENT, INC.
Consolidated Balance Sheets

			March 31, 2010		December 31, 2009
			(unaudited)		(audited)
Assets
	Current assets -
		Cash	$	273,693	$	60,059
		Accounts receivable		83,937		75,463
		Prepaid expenses		107,548		10,686
		Total current assets		465,178		146,208

	Property and equipment, net of accumulated
		depreciation of $35,620 and $3,069, respectively		1,004,783		232,334

	Other Assets
		Goodwill		343,719		-
		Deposits and other assets		68,000		-
		Total assets	$	1,881,680	$	378,542

Liabilities and Stockholders' Equity
	Current liabilities -
		Accounts payable	$	44,765	$	28,960
		Accrued expenses		12,299		21,400
		Line of credit		251,952		251,584
		Note payables		612,556		15,772
		Derivative liability		49,820		-
		Due to shareholders and related parties		333,735		-
		Total current liabilities		1,305,127		317,716

	Stockholders' Equity:
		Preferred stock, 10,000,000 shares authorized:
		Preferred stock, Convertible Series A $0.001 par value, 1,050,000
		shares issued and outstanding		1,050		1,050
		Preferred stock, Series B $0.001 par value, 1,500,000 shares
		issued and outstanding		1,500		1,500
		Common stock, $0.001 par value, 100,000,000 shares authorized;
		issued and outstanding: 21,305,591and 12,384,000, respectively		21,306		12,384
		Additional paid-in capital		592,119		(66,982)
		Retained earnings (deficit)		(39,422)		112,874
		Total stockholders’ equity		576,553		60,826
		Total liabilities and stockholders’ equity	$	1,881,680	$	378,542

*The accompanying notes are an integral part of these consolidated financial statements.*

Consolidated Balance Sheets

(Unaudited)

				September 30, 2009		September 30, 2008
Assets
	Current assets -
		Cash	$	2,219	$	68,947
		Accounts receivable		56,955		637,151
		Prepaid expenses		275,000		10,778
		Due from WLSV		-		102,708
		Total current assets		334,174		819,584
	Fixed assets -
		Furniture and equipment, net		10,586		-
		Software		220,060		-
		Total fixed assets		230,646		-
	Other Assets
		Deposits and other assets		-		10,445
		Total long term assets		-		10,445
		Total assets	$	564,820	$	830,029
LIABILITIES AND STOCKHOLDERS' EQUITY
		Current liabilities -
		Overdraft	$	4,054	$	-
		Accounts payable		19,730		19,596
		Accrued agent and carrier expenses		26,203		637,319
		Line of credit		244,905		-
		Note payables		28,500		40,000
		Total current liabilities		323,392		696,915
		Total liabilities		323,392		696,915
	Stockholders' equity:
		Preferred stock, 10,000,000 shares authorized:
		Convertible preferred stock, Series A $0.001 par value, 1,050,000 shares		1,050		-
		shares issued and outstanding
		Preferred stock, Series B $0.001 par value, 1,000,000 shares issued		1,000		-
		and outstanding
		Common stock, $0.001 par value, 100,000,000 shares authorized;		12,084		200
		issued and outstanding: 12,084,000 at September 30, 2009
		Additional paid-in capital		52,395		-
		Retained earnings		174,899		132,914
		Total stockholders’ equity		241,428		133,114
		Total liabilities and stockholders’ equity	$	564,820	$	830,029

The accompanying notes form an integral part of these consolidated financial statements.

OPTIMIZED TRANSPORTATION MANAGEMENT, INC.


OPTIMIZED TRANSPORTATION MANAGEMENT, INC.
Consolidated Statements of Income
For the Three Months Ended March 31, 2010 and 2009
(unaudited)

		March 31,
			2010		2009
					(restated)
Revenue		$	1,094,012	$	1,070,644
Costs and expenses:
	Cost of transportation		853,249		600,461
	Selling, general and administrative expenses		453,681		245,016
	Total costs and expenses		1,306,930		845,477

	Income (Loss) from operations		(212,918)		225,167

Other income (expense):
	Interest expense		(10,498)		-
	Change in derivative		(18,280)		-
	Total other income (expense)		(28,778)		-

	Income (loss) before income tax (expense) benefit		(241,696)		225,166

Income tax (expense) benefit			89,400		(83,300)

	Net income	$	(152,296)	$	141,866

Net income (loss) per common share – basic		$	(0.01)	$	0.02
Net income (loss) per common share – diluted		$	(0.01)	$	0.02

Weighted average shares outstanding:
	Basic shares		14,909,891		8,000,000
	Diluted shares		25,409,891		8,000,000

*The accompanying notes are an integral part of these consolidated financial statements.*

Consolidated Statements of Income

(unaudited)

			THREE MONTHS ENDED				NINE MONTHS ENDED
			SEPTEMBER 30,				SEPTEMBER 30,
			2009		2008		2009		2008
Revenue		$	1,393,350	$	1,630,006	$	6,671,342	$	1,902,767
Costs and expenses:
	Cost of transportation		1,040,151		1,395,293		5,273,181		1,538,212
	Selling, general and administrative expenses		205,661		114,449		1,226,035		301,620
	Total costs and expenses		1,245,812		1,509,742		6,499,216		1,839,832
	Income from operations		147,538		120,264		172,126		62,935
Other income (expense):
	Interest expense		(30,383)		(798)		(69,658)		(11,384)
	Total other income (expense)		(30,383)		(798)		(69,658)		(11,384)
	Income before income tax (expense) benefit		117,155		119,466		102,468		51,551
Income tax (expense) benefit			-		-		-		-
	Net income	$	117,155	$	119,466	$	102,468	$	51,551
Net income per common share – basic		$	0.0191	$	0.0149	$	0.0167	$	0.0064
Net income per common share – diluted		$	0.0087	$	0.0149	$	0.0076	$	0.0064
	Weighted average shares outstanding:
	Basic shares		6,121,689		8,000,000		6,121,689		8,000,000
	Diluted shares		13,432,800		8,000,000		13,432,800		8,000,000

The accompanying notes form an integral part of these consolidated financial statements.

OPTIMIZED TRANSPORTATION MANAGEMENT, INC.


OPTIMIZED TRANSPORTATION MANAGEMENT, INC.
Consolidated Statements of Cash Flows
For the Three Months Ended March 31, 2010 and 2009
(unaudited)

				March 31,
					2010		2009

CASH FLOWS PROVIDED BY OPERATING ACTIVITIES:
	Net income (loss)			$	(152,296)	$	141,866

ADJUSTMENTS TO RECONCILE NET INCOME TO NET CASH
	PROVIDED BY (USED BY) OPERATING ACTIVITIES:
			depreciation		32,551		3,074
			stock-based compensation		22,500		-
		CHANGE IN ASSETS AND LIABILITIES -
			accounts receivable		(8,474)		1,437,126
			other current assets and deposits		(132,862)		19,211
			accounts payable		15,805		(218,377)
			other accrued liabilities		(9,101)		(1,369,938)
	Net cash (used in) provided by operating activities				(231,877)		12,962

CASH FLOWS USED FOR INVESTING ACTIVITIES:
		capital expenditures and software development costs			-		(622,764)
	Net cash used in investing activities				-		(622,764)

CASH FLOWS PROVIDED BY FINANCING ACTIVITIES:
		bank overdraft			-		(10,101)
		proceeds from notes payable			200,000		40,000
		payments on notes payable			(88,592)		(50,103)
		net proceeds from line of credit			368		(187,555)
		stockholder and related party, net			333,735		1,068,662
		proceeds from issuance of common stock			-		-
	Net cash provided by (used in) financing activities				445,511		860,903

		NET INCREASE IN CASH			213,634		251,101

	CASH, BEGINNING OF THE PERIOD				60,059		27

	CASH, END OF PERIOD			$	273,693	$	251,128

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

		Interest paid		$	4,526	$	-
		Income taxes paid		$	-	$	-

NON-CASH TRANSACTIONS

		Acquisition of property and equipment		$	805,000	$	-
		Issuance of Note Payable for acquisition of business		$	500,000	$	-
		Issuance of common stock, at fair market value for acquisition of business		$	500,000	$	-

*The accompanying notes are an integral part of these consolidated financial statements.*

Consolidated Statement of Stockholders’ Equity

for the nine months ended September 30, 2009

(Unaudited)

								Additional				Total
	Common Stock			Preferred Stock				Paid in		Retained		Stockholders
	SHARES		AMOUNT	SHARES		AMOUNT		Capital		Earnings		Equity
Balance at June 30, 2008	200	$	200	-	$	-	$	-	$	10,846	$	11,046
Net income for the six months ended December 31, 2008	-		-	-		-		-		61,585		61,585
Balance at December 31, 2008	200		200	-		-		-		72,431		72,631
Shares issued for acquisition of Federal Logistics, Inc. and Optimized Transportation Software, Inc.	5,500,000		5,500	1,200,000		1,200		-		-		6,700
Recapitalization	2,499,800		2,300	-		-		(8,998)		-		(6,698)
Shares issued for services	9,584,000		9,584	850,000		850		787,516		-		797,950
Repayment of debt	(5,500,000)		(5,500)	-		-		(726,123)		-		(731,623)
Net income for the nine months ended September 30, 2009	-		-	-		-		-		102,468		102,468
Balance at September 30, 2009	12,084,000	$	12,084	2,050,000	$	2,050	$	52,395	$	174,899	$	241,428

The accompanying notes form an integral part of these consolidated financial statements.

OPTIMIZED TRANSPORTATION MANAGEMENT, INC.

Consolidated Statements of Cash Flows

(unaudited)

				For nine months ended September 30,
				2009		2008
CASH FLOWS PROVIDED BY OPERATING ACTIVITIES:
	Net income		$	102,468	$	51,551
ADJUSTMENTS TO RECONCILE NET INCOME TO NET CASH
	PROVIDED BY (USED BY) OPERATING ACTIVITIES:
	CHANGE IN ASSETS AND LIABILITIES -
		accounts receivable		1,465,600		(595,743)
		other current assets		4,815		(10,778)
		accounts payable		(212,105)		13,289
		other accrued costs		(1,300,848)		636,164
		Net cash provided by operating activities		59,930		94,483
CASH FLOWS USED FOR INVESTING ACTIVITIES:
		purchase of surety bond		-		(10,445)
		net advances to related parties		-		(60,053)
		software development costs		(170,696)		-
		Net cash used for investing activities		(170,696)		(70,498)
CASH FLOWS PROVIDED BY FINANCING ACTIVITIES:
		bank overdraft		(6,018)		-
		proceeds from notes		28,500		40,000
		payments on notes payable		(47,062)		-
		net proceeds from line of credit		57,350		-
		proceeds from issuance of common stock		80,215		2,800
		Net cash provided by financing activities		112,985		42,800
		NET INCREASE IN CASH		2,219		66,785
	CASH, BEGINNING OF THE PERIOD			-		2,162
	CASH, END OF PERIOD		$	2,219	$	68,947
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
		Interest paid	$	69,658	$	11,384
		Income taxes paid	$	-	$	-

The accompanying notes form an integral part of these consolidated financial statements.

OPTIMIZED TRANSPORTATION MANAGEMENT, INC.

Notes to Condensed Consolidated Financial Statements

(unaudited)

NOTE 1 – THE COMPANY AND ~~BASIS~~BUSINESS ~~OF PRESENTATION~~OPERATIONS

The Company

Optimized Transportation Management, Inc. (the “Company”) is a Pittsburgh, Pennsylvania based supply chain ~~logistics~~Logistics ~~company~~Company formed subsequent to the acquisition of its two operating subsidiaries, Federal Logistics, Inc. (FLFLI), and Optimized Transportation Software, Inc. (OTSI). FLFLI, a non asset based transportation company, was incorporated in the state of Florida on February 29, 2008. OTSI, engaged in the implementation of supply chain software, was incorporated in the state of Florida on June 25, 2007.

As reported on a Form 8-K filed with the Securities and Exchange Commission (“SEC”) on June 19, 2009, on June 19, 2009 ~~UNITED~~United ~~RESTAURANT~~Restaurant ~~MANAGEMENT~~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. (FLFLI) and Optimized Transportation Software, Inc. (OTSI) to become wholly-owned subsidiaries of the Registrant (the “Share Exchange”).

Business Operations

The Company is driving to be a total solution provider of supply chain execution software and services to our target market of manufacturers and distributors. The mission is to provide the most efficient, reliable, easy-to-use supply chain management system for the midsized market, at an affordable price, backed by superior customer support.

We plan on achieving these goals through organic growth and acquisition.

The current Supply Chain Management (SCM ) and Supply Chain Execution (SCE) markets are highly fragmented with many vendor companies only focusing on a small segment of the overall supply chain. Some of the larger competitors supply either the software or the transportation management processes in the chain and cater primarily to the Fortune 1000 market with much higher costs. However, in today’s economy, most companies are attempting to do more with less. We believe there is a current un-served market for SCM and SCE for midsized manufacturing and distribution companies. The Company feels it can capitalize on this unmet need, by marketing ever increasing parts of the supply chain to our large base of customers for quick and enhanced market entry.

Our supply chain operation consists of the following components:

Freight Agents - Ground Transportation of freight via Truck (48 States)

Warehousing Agents - Storage and sub-assembly of Customer inventory

Intermodal Agents - Containers transporting freight between rail, ship or air

Freight Forwarding Agents - Manages freight between ports of entry

OTSI - Software service that helps customers manage and track their freight and assets throughout the supply chain

Our business plan is to build a full service supply chain logistics company by developing a management system for midsized manufacturers and distributors, and providing the necessary transportation services to complement the system thereby meeting 100% of our customer’s logistical needs. We plan on achieving these goals through organic growth, and acquisition of historically profitable businesses, that fill the various niches of the supply chain. Toward that we have identified and are pursuing the acquisition of historically profitable companies we feel will allow us to complete our plan.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The Company prepares its financial statements in conformity with generally accepted accounting principles in the United States of America. These principals require management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Management believes that these estimates are reasonable and have been discussed with the Board of Directors; however, actual results could differ from those estimates.

In the opinion of management, all adjustments consisting of normal recurring adjustments necessary for a fair statement of (a) the result of operations for the three month periods ended March 31, 2010 and 2009; (b) the financial position at March 31, 2010 and December 31, 2009, and (c) cash flows for the three month periods ended March 31, 2010 and 2009, have been made.

These financial statements should be read in conjunction with our December 31, 2009 audited financial statements and notes thereto included in our annual report on Form 10-K filed with the SEC.

Principals of Consolidation

The consolidated financial statements include the accounts of Optimized Transportation Management, Inc. and its wholly-owned subsidiaries. All significant inter-company balances and transactions have been eliminated.

Business Acquisitions

Acquisitions of business are accounted for utilizing the purchase method and, accordingly, the results of operations of acquired properties are included in our results of operations from the respective dates of acquisition. Estimates of future cash flows and other valuation techniques are used to allocate the purchase price of acquired property between land, buildings and improvements, equipment, debt liabilities assumed and identifiable intangible assets and liabilities.

Restatement of Statement of Operations

The financial statements presented include entities that were acquired during the current year. For comparative purposes, the information presented in the Statement of Operations for the three month periods ended March 31, 2010 and 2009 includes those accounts and transactions of the acquired entities in the consolidated accounts for all periods presented. The prior periods have been restated to include the acquired entities transactions. Additionally, certain previously reported amounts have been reclassified to conform to current period presentation.

Interim Disclosure

The consolidated financial statements included herein have been prepared, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted pursuant to such rules and regulations, although the Company’s management believes that the disclosures are adequate to make the information presented not misleading. The Company’s management suggests that these condensed financial statements be read in conjunction with the financial statements and the notes thereto included in the Company’s Form 8-K filed on July 6, 2009.

The interim period information included in this Quarterly Report on Form 10-Q reflects all adjustments, consisting of normal recurring adjustments, that are, in the opinion of the Company’s management, necessary for a fair statement of the results of the respective interim periods. Results of operations for interim periods are not necessarily indicative of results to be expected for an entire year.

~~Basis~~Variable ofInterest ~~Presentation~~Entities

The ~~consolidated~~Company ~~financial~~considers ~~statements~~the ~~include~~consolidation of entities to which the ~~accounts~~usual condition (ownership of ~~Optimized~~ ~~Transportation~~a ~~Management~~majority voting interest) of consolidation does not apply, ~~Inc~~focusing on controlling financial interests that may be achieved through arrangements that do not involve voting interest. ~~and~~ ~~its~~If ~~wholly-owned~~an ~~subsidiaries~~enterprise holds a majority of the variable interests of an entity, it would be considered the primary beneficiary. ~~All~~The ~~significant~~primary ~~inter~~beneficiary is generally required to consolidate assets, liabilities and non-~~company~~controlling ~~balances~~interests at fair value (or at historical cost if the entity is a related party) and ~~transactions~~subsequently ~~have~~account ~~been~~for ~~eliminated~~the variable interest as if it were consolidated based on a majority voting interest.

~~NOTE~~ Fair 2Value –Measurements ~~SUMMARY~~and OFFinancial ~~SIGNIFICANT~~Instruments ~~ACCOUNTING POLICIES~~

aEffective January 1, 2008, the Company adopted FASB ASC 820, “Fair Value Measurements and Disclosures” (“ASC 820”), ~~Use~~for assets and liabilities measured at fair value on a recurring basis. ASC 820 establishes a common definition for fair value to be applied to existing generally accepted accounting principles that require the use of ~~Estimates~~fair value measurements establishes a framework for measuring fair value and expands disclosure about such fair value measurements. The adoption of ASC 820 did not have an impact on the Company’s financial position or operating results, but did expand certain disclosures.

The preparation of financial statements and related disclosures in accordance with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Such estimates include revenue recognition, accruals for the cost of purchased transportation, accounting for the issuance of shares and share based compensation, the assessment of the recoverability of long-lived assets (specifically Software), the establishment of an allowance for doubtful accounts and the valuation allowance for deferred tax assets. Estimates and assumptions are reviewed periodically and the effects of revisions are reflected in the period that they are determined to be necessary. Actual results could differ from those estimates.

b) Cash

For purposes of the statements of cash flows, cash equivalents include all highly liquid investments with original maturities of three months or less which are not securing any corporate obligations.

c)ASC 820 ~~Concentration~~defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Additionally, ASC 820 requires the use of valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. These inputs are prioritized below:

The Company maintains its cash in bank deposit accounts, which, at times, may exceed federally insured limits. The Company has not experienced any losses in such accounts.


Level 1:	Observable inputs such as quoted market prices in active markets for identical assets or liabilities
Level 2:	Observable market-based inputs or unobservable inputs that are corroborated by market data
Level 3:	Unobservable inputs for which there is little or no market data, which require the use of the reporting entity’s own assumptions.

d)The ~~Accounts~~Company’s ~~Receivable~~balance sheets include the following financial instruments: cash, accounts receivable, prepaid expenses, accounts payable, notes payable, derivative liabilities, and due to related parties. The carrying amounts of current assets and current liabilities approximate their fair value because of the relatively short period of time between the origination of these instruments and their expected realization. The carrying values of the note payable to stockholder approximates fair value based on borrowing rates currently available to the Company for instruments with similar terms and remaining maturities.

~~The~~Cash ~~Company’s receivables are recorded when billed~~ and ~~represent~~Cash claims against third parties that will be settled in cash. The carrying value of the Company’s receivables, net of the allowance for doubtful accounts, represents their estimated net realizable value. The Company evaluates the collectability of accounts receivable on a customer-by-customer basis. The Company records a reserve for bad debts against amounts due to reduce the net recognized receivable to an amount the Company believes will be reasonably collected. The reserve is a discretionary amount determined from the analysis of the aging of the accounts receivables, historical experience and knowledge of specific customers. Based on management’s evaluation no reserve is required as of September 30, 2009 or September 30, 2008.Equivalents

e)The ~~Fixed~~majority ~~Assets~~of cash is maintained with a major financial institution in the United States. Deposits with this bank may exceed the amount of insurance provided on such deposits. Generally, these deposits may be redeemed on demand and, therefore, bear minimal risk. The Company considers all highly liquid investments purchased with an original maturity of six months or less to be cash equivalents.

~~Furniture~~Accounts ~~and~~Receivable equipment are stated at cost, less accumulated depreciation over the estimated useful lives of the respective assets. Depreciation is computed using five to seven year lives for furniture and equipment and the double declining balance method. Computer software is depreciated over a three year life using the straight line method of depreciation. Upon retirement or other disposition of these assets, the cost and related accumulated depreciation are removed from the accounts and the resulting gain or loss, if any, is reflected in other income or expense. Expenditures for maintenance, repairs and renewals of minor items are charged to expense as incurred. Major renewals and improvements are capitalized.

~~Certain~~The ~~software~~Company’s ~~development~~receivables ~~costs~~are ~~incurred~~recorded ~~subsequent~~when tobilled ~~the~~and ~~establishment~~represent ofclaims ~~technological~~against ~~feasibility~~third ~~may~~parties bethat ~~capitalized~~will ~~and~~be ~~amortized~~settled ~~over~~in ~~the~~cash. ~~estimated~~The ~~lives~~carrying value of the ~~related products. The~~ Company’s ~~determines~~receivables, ~~technological~~net ~~feasibility~~of tothe beallowance ~~established~~for ~~upon~~doubtful ~~the~~accounts, ~~internal~~represents ~~release~~their ofestimated anet ~~working~~realizable ~~model~~value. ~~Upon~~The ~~the~~Company ~~general~~evaluates ~~release~~the collectability of ~~the~~accounts ~~product~~receivable toon ~~customers,~~a ~~development~~customer-by-customer ~~costs~~basis. ~~for~~The ~~that~~Company ~~product~~records ~~are~~a ~~amortized~~reserve ~~over~~for ~~periods~~bad ~~not~~debts ~~exceeding~~against ~~three~~amounts ~~years,~~due ~~based~~to onreduce the ~~estimated~~net ~~economic~~recognized ~~life~~receivable ofto an amount the ~~product.~~Company ~~Capitalized~~believes ~~software~~will ~~costs~~be ~~amounts~~reasonably tocollected. ~~$220,060~~The ~~and~~reserve $0is ata ~~September~~discretionary ~~30,~~amount ~~2009~~determined ~~and~~from ~~2008,~~the ~~respectively.~~analysis ~~There~~of ~~has~~the ~~been~~aging noof ~~related~~the ~~accumulated~~accounts ~~amortization~~receivables, ~~during~~historical ~~2009~~experience and ~~2008~~knowledge asof ~~the~~specific ~~software~~customers. ~~has~~Based ~~not~~on ~~been~~management’s ~~released~~evaluation ~~for~~no ~~sale~~reserve is required as of ~~September~~March 3031, 2010 or December 31, 2009.

Property and Equipment

Property and equipment are stated at historical cost, less accumulated depreciation over the estimated useful lives of the respective assets. Tangible assets acquired in the purchase of a business (Light) have been valued at the fair market value of the items at the time of the purchase. Depreciation is computed using five to ten year lives for furniture and equipment on a straight line method. Computer software is depreciated over the expected life of the software’s expected life, currently estimated five years, using the straight line method of depreciation. Upon retirement or other disposition of these assets, the cost and related accumulated depreciation are removed from the accounts and the resulting gain or loss, if any, is reflected in other income or expense. Expenditures for maintenance, repairs and renewals of minor items are charged to expense as incurred. Major renewals and improvements are capitalized.

Certain software development costs incurred subsequent to the establishment of technological feasibility may be capitalized and amortized over the estimated lives of the related products. The Company determines technological feasibility to be established upon the internal release of a working model. Upon the general release of the product to customers, development costs for that product are amortized over periods not exceeding five years, based on the estimated economic life of the product.

Costs for general and administrative, overhead, maintenance and training, as well as the cost of software that does not add functionality to existing systems, are expensed as incurred.

f) Commitments

The Company has operating lease commitments, some of which are for office space and are under non-cancelable operating leases expiring at various dates through November 2013.

g) Income Taxes

Taxes on income are provided in accordance with SFAS No. 109, “Accounting for Income Taxes.” Deferred income tax assets and liabilities are recognized for the expected future tax consequences of events that have been reflected in the consolidated financial statements. Deferred tax assets and liabilities are determined based on the differences between the book values and the tax bases of particular assets and liabilities. Deferred tax assets and liabilities are measured using tax rates in effect for the years in which the differences are expected to reverse. A valuation allowance is provided to offset the net deferred tax assets if, based upon the available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. The Company’s net operating losses are severely limited due to the change in control. The Company has evaluated its tax position and concluded that a 100% valuation allowance is necessary.

The Company accounts for uncertain income tax positions in accordance with FAS Interpretation No. 48, “Accounting for Uncertainty in Income Taxes - an Interpretation of FASB Statement 109” (“FIN 48”), which was adopted by the Company on July 1, 2008. Accordingly, the Company reports a liability for unrecognized tax benefits resulting from uncertain income tax positions taken or expected to be taken in an income tax return. Estimated interest and penalties are recorded as a component of interest expense or other expense, respectively.

h)Goodwill ~~Revenue Recognition and Purchased Transportation Costs~~

The Company ~~recognizes~~performs ~~revenue~~an onannual aimpairment ~~gross~~test ~~basis,~~for ingoodwill ~~accordance~~and intangible assets with ~~Emerging~~indefinite ~~Issues~~lives. ~~Task~~The ~~Force~~first ~~("EITF")~~step ~~99-19,~~of ~~"Reporting~~the ~~Revenue~~impairment ~~Gross~~test asrequires athe ~~Principal~~Company ~~versus~~to ~~Net~~determine asthe anfair ~~Agent,"~~value asof aeach ~~result~~reporting ofunit, ~~the~~and ~~following:~~compare ~~The~~the ~~Company~~fair isvalue to the ~~primary~~reporting ~~obligor~~unit's ~~responsible~~carrying ~~for~~amount. ~~providing~~To the ~~service~~extent ~~desired~~a byreporting ~~the~~unit's ~~customer~~carrying ~~and~~amount isexceeds ~~responsible~~its ~~for~~fair ~~fulfillment~~value, ~~including~~an ~~the~~indication ~~acceptability~~exists ofthat the ~~service(~~reporting unit's) ~~ordered~~goodwill ormay ~~purchased~~be byimpaired and the ~~customer.~~Company Atmust ~~the~~perform ~~Company’s~~a ~~sole~~second ~~discretion,~~more itdetailed ~~sets~~impairment ~~the~~assessment. ~~prices~~The ~~charged~~second toimpairment ~~its~~assessment ~~customers,~~involves ~~and~~allocating isthe ~~not~~reporting ~~required~~unit’s fair value to ~~obtain~~all ~~approval~~of orits ~~consent~~recognized ~~from~~and ~~any~~unrecognized ~~other~~assets ~~party~~and liabilities in ~~establishing~~order ~~its~~to ~~prices.~~determine ~~The~~the ~~Company~~implied ~~has~~fair ~~multiple~~value ~~suppliers~~of ~~for~~ the ~~services~~reporting itunit’s ~~sells~~goodwill toas ~~its~~of ~~customers,~~the ~~and~~assessment ~~has~~date. The implied fair value of the ~~absolute~~reporting ~~and~~unit’s ~~complete~~goodwill ~~discretion~~is ~~and~~then ~~right~~compared to ~~select~~ the ~~supplier~~carrying ~~that~~amount ~~will~~of ~~provide~~goodwill ~~the~~to ~~product(s)~~quantify oran ~~service(s)~~impairment ~~ordered~~charge byas aof ~~customer,~~the ~~including~~assessment ~~changing~~date. ~~the~~The ~~supplier~~Company ontypically aperforms ~~shipment-by-shipment~~its ~~basis.~~annual Inimpairment ~~most~~test ~~cases,~~effective ~~the~~at ~~Company~~midyear ~~determines~~of ~~the~~each ~~nature~~year, ~~type,~~unless ~~characteristics,~~events ~~and~~or ~~specifications~~circumstances ofindicate, ~~the~~an ~~service(s)~~impairment ~~ordered~~may byhave ~~the~~occurred ~~customer.~~before ~~The~~that ~~Company~~time. ~~also~~As ~~assumes~~of ~~credit~~December ~~risk~~31, ~~for~~2009 ~~the~~no ~~amount~~goodwill ~~billed~~impairment tohas ~~the~~been ~~customer~~recognized.

Long-Lived Assets

The Company reviews long-lived assets to be held-and-used for impairment whenever events or changes in circumstances indicate the carrying amount of the assets may not be recoverable. If the sum of the undiscounted expected future cash flows over the remaining useful life of a long-lived asset is less than its carrying amount, the asset is considered to be impaired. Impairment losses are measured as the amount by which the carrying amount of the asset exceeds the fair value of the asset. When fair values are not available, the Company estimates fair value using the expected future cash flows discounted at a rate commensurate with the risks associated with the recovery of the asset. Assets to be disposed of are reported at the lower of carrying amount or fair value less costs to sell. Management has performed a review of all long-lived assets and has determined no impairment of the respective carrying value has occurred as of December 31, 2009.

Income Taxes

Deferred income tax assets and liabilities are recognized for the expected future tax consequences of events that have been reflected in the consolidated financial statements. Deferred tax assets and liabilities are determined based on the differences between the book values and the tax bases of particular assets and liabilities. Deferred tax assets and liabilities are measured using tax rates in effect for the years in which the differences are expected to reverse. A valuation allowance is provided to offset the net deferred tax assets if, based upon the available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized.

The Company accounts for uncertain income tax positions and, accordingly, reports a liability for unrecognized tax benefits resulting from uncertain income tax positions taken or expected to be taken in an income tax return. Estimated interest and penalties are recorded as a component of interest expense or other expense, respectively.

Revenue Recognition and Purchased Transportation Costs

Our principal source of income is derived from our agents providing freight dispatch services to our customers. Our agents negotiate with our customers a cost for the movement of their freight. Our agents then arrange the assignment of our customer’s freight to a trucking company and we assume the payment of that negotiated cost. Our revenue represents the total dollar value of services we charge to our customers. Our transportation cost is the direct cost of transportation charged by the motor carrier.

The Company recognizes revenue on a gross basis, as a result of the following: The Company is the primary obligor responsible for providing the service desired by the customer and is responsible for fulfillment, including the acceptability of the service(s) ordered or purchased by the customer. At the Company’s sole discretion, it sets the prices charged to its customers, and is not required to obtain approval or consent from any other party in establishing its prices. The Company has multiple suppliers for the services it sells to its customers, and has the absolute and complete discretion and right to select the supplier that will provide the product(s) or service(s) ordered by a customer, including changing the supplier on a shipment-by-shipment basis. In most cases, the Company determines the nature, type, characteristics, and specifications of the service(s) ordered by the customer. The Company also assumes credit risk for the amount billed to the customer, which are not assigned under the trade credit outsourcing agreement (described below).

As a non-asset based carrier, the Company does not own transportation assets. The Company generates the major portion of its freight revenues by purchasing transportation services from direct (asset-based) carriers and reselling those services to its customers. We recognize revenue on a transportation shipment when delivered and record estimated costs related to that shipment based on the paperwork received by us at delivery.

Our software as a service is offered as a subscription service on a month to month billing. Accordingly, there are no multi-deliverable arrangements. We recognize revenue for our software division as we bill the monthly maintenance fees. Acquisition costs are expensed in the period incurred.

i) Basic and Diluted Income Per Share

The Company uses SFAS No. 128, "Earnings Per Share" for calculating the basic and diluted income per share. Basic income per share is computed by dividing net income attributable to common stockholders by the weighted average number of common shares outstanding. Diluted income per share is computed similar to basic income per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares, such as stock issued upon conversion of our series A preferred stock, had been issued and if the additional common shares were dilutive.

For the three months ended September 30, 2009, the weighted average outstanding number of dilutive common shares totaled 13,432,800. For the three months ended September 30, 2008, the weighted average outstanding number of dilutive common shares totaled 8,000,000.

For the nine months ended September 30, 2009, the weighted average outstanding number of dilutive common shares totaled 13,432,800. For the nine months ended September 30, 2008, the weighted average outstanding number of dilutive common shares totaled 8,000,000.

Common stock equivalents for the nine months ended September 30, 2009 and 2008 were anti-dilutive. Therefore, the diluted weighted average common shares outstanding for the dilutive weighted average share calculation in the periods ended September 30, 2009 and 2008 excludes approximately 7,000,000 shares that could dilute earnings per share in future periods.

NOTE 3 – FURNITURE AND EQUIPMENT

Furniture and equipment consists of the following:

	September 30,		September 30,
	2009		2008
Office equipment	$	10,586	$	0
		10,586		0
Less: Accumulated depreciation and amortization		(0)		(0)
Furniture and equipment – net	$	10,586	$	0

Depreciation and leasehold amortization expense for the three and nine months ended September 30, 2009 and 2008 was $0.

The Company follows the provisions of SFAS No. 144, Accounting for the Impairment of Disposal of Long-Lived Assets, which establishes accounting standards for the impairment of long-lived assets such as furniture and equipment and intangible assets subject to amortization. The Company reviews long-lived assets to be held-and-used for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. If the sum of the undiscounted expected future cash flows over the remaining useful life of a long-lived asset is less than its carrying amount, the asset is considered to be impaired. Impairment losses are measured as the amount by which the carrying amount of the asset exceeds the fair value of the asset. When fair values are not available, the Company estimates fair value using the expected future cash flows discounted at a rate commensurate with the risks associated with the recovery of the asset. During the three and nine-month periods ended September 30, 2009 and 2008, there was no impairment of intangible assets.

~~NOTE~~Share 4Based –Compensation ~~LINE OF CREDIT~~

The Company ~~outsources~~accounts ~~certain~~for ofshare-based ~~its~~compensation ~~accounts receivables~~ under athe ~~trade~~fair ~~credit~~value ~~outsourcing~~recognition ~~agreement~~provisions ~~with~~such athat ~~third~~compensation ~~party.~~cost ~~The~~is ~~third~~measured ~~party~~at ~~assumes credit risk for~~ the ~~accounts~~grant ~~they~~date ~~purchase~~based ~~under~~on the ~~agreements~~value ~~and~~of ~~charges~~ the ~~company~~award ~~certain~~and ~~administration~~is ~~fees~~expensed ~~for~~ratably ~~handling~~over the ~~collections~~vesting ~~of these accounts~~period. InDetermining ~~addition~~ the ~~Company~~fair isvalue ~~allowed~~of toshare-based ~~take~~awards ~~advances~~at upthe togrant ~~one~~date ~~million~~requires ~~dollars~~judgment, ~~limited~~including byestimating ~~85% of eligible receivables. Advances under~~ the ~~line~~percentage of ~~credit~~awards ~~are~~which ~~available~~will tobe ~~fund acquisitions~~forfeited, ~~capital~~stock ~~expenditures~~volatility, orthe ~~for~~expected ~~other~~life ~~corporate purposes. The line~~ of ~~credit~~the isaward, ~~collateralized by accounts receivable~~ and other ~~assets~~inputs. ofIf ~~the~~actual ~~Company~~forfeitures ~~and~~differ ~~its~~significantly ~~subsidiaries.~~from ~~Borrowings under~~ the ~~line~~estimates, ofshare-based ~~credit~~compensation ~~bear~~expense ~~interest~~and at the ~~Bank’~~Company's ~~prime~~results ~~rate~~of ~~plus~~operations ~~2.00%~~could ~~and~~be ~~are~~materially ~~due on demand~~impacted.

~~One~~The Company may also issue restricted stock to consultants for various services Cost for these transactions are measured at the fair value of ~~our~~the ~~officer’~~consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. The value of the common stock is measured at the earlier of (i) the date at which a firm commitment for performance by the counterparty to earn the equity instruments is reached or (ii) the date at which the counterparty's performance is complete. The Company recognizes these service expenses and ~~shareholder~~a ~~has~~corresponding ~~personally~~increase ~~guaranteed~~to ~~the~~additional ~~line~~paid-in-capital related to stock issued for services. When stock is issued as payment for past services provided, accordingly, all shares issued are fully vested, and there is no unrecognized compensation associated with these transactions. If stock is issued in advance of ~~credit~~service performance expense is recognized ratably over the requisite service period.

AsAdvertising ~~of September 30, 2009, the Company had $244,905 in advances under the Facility.~~ Costs

AtThe ~~September~~costs ~~30,~~of ~~2009,~~advertising ~~based~~are onexpensed ~~available~~as ~~collateral,~~incurred. ~~there~~Advertising expenses are included in the Company’s operating expenses. Advertising expense was $0 ~~available~~and $2,500 for ~~borrowing~~the ~~under~~three ~~the~~month ~~Facility~~periods ~~based~~ended onMarch ~~advances~~31, ~~outstanding~~2010 and 2009, respectively.

~~NOTE~~Basic 5and –Diluted ~~STOCKHOLDERS’~~Income ~~EQUITY~~Per Share

Basic income per share is computed by dividing net income attributable to common stockholders by the weighted average number of common shares outstanding. Diluted income per share is computed similar to basic income per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares, such as stock issued upon conversion of our series A preferred stock, had been issued and if the additional common shares were dilutive.

Common stock equivalents for the period ended March 31, 2010 includes approximately 10,500,000 shares that could dilute earnings per share in future periods. There were no common stock equivalents for the year ended March 31, 2009 and therefore the earnings per share calculation, for both basic and dilutive were 8,000,000 shares.

Basic income per share is computed by dividing net income (loss) attributable to common stockholders by the weighted average number of common shares outstanding. Diluted income per share is computed similar to basic income per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares, such as convertible stock, had been issued and if the additional common shares were dilutive. For the period ended March 31, 2010, preferred shares were convertible into 10,500,000 shares of common stock and the weighted average number of common stock equivalent shares were included in the computation of diluted weighted average shares outstanding.

The following table reconciles the numerator and denominator of the basic and diluted per share computations for earnings per share as follows:


		March 31,
		2010		2009
Net Income	$	(152,296)	$	141,866

Weighted average shares, basic		14,909,891		8,000,000
Convertible preferred shares		10,500,000		-
Weighted average shares, dilutive		25,409,891		8,000,000

Earnings per share, basic	$	(0.01)	$	0.02
Earnings per share, dilutive	$	(0.01)	$	0.02

NOTE 3 - RECENT ACCOUNTING PRONOUNCEMENTS

We have reviewed the FASB issued Accounting Standards Update (“ASU”) accounting pronouncements and interpretations thereof that have effectiveness dates during the periods reported and in future periods. The Company has carefully considered the new pronouncements that alter previous generally accepted accounting principles and does not believe that any new or modified principles will have a material impact on the corporation’s reported financial position or operations in the near term. The applicability of any standard is subject to the formal review of our financial management and certain standards are under consideration.

In January 2010, the FASB issued authoritative guidance, Accounting Standards Update (“ASU”) No. 2010-06, Fair Value Measurements and Disclosures (Topic 820) — Improving Disclosures about Fair Value Measurements, intended to improve disclosures about fair value measurements. The guidance requires entities to disclose significant transfers in and out of fair value hierarchy levels and the reasons for the transfers. Additionally, the guidance clarifies that a reporting entity should provide fair value measurements for each class of assets and liabilities and disclose the inputs and valuation techniques used for fair value measurements using significant other observable inputs (Level 2) and significant unobservable inputs (Level 3). Currently, the Company does not have any assets or liabilities that are subject to this guidance. As such, this guidance did not have an impact on the Company’s results of operation or financial position. This guidance is effective for interim and annual periods beginning after December 15, 2009.

In February 2010, the FASB issued authoritative guidance on subsequent events. The guidance requires an SEC filer to evaluate subsequent events through the date the financial statements are issued but no longer requires an SEC filer to disclose the date through which the subsequent event evaluation occurred. The guidance became effective for the Company upon issuance and had no impact on the Company’s results of operations or financial position.

NOTE 4 – PROPERTY AND EQUIPMENT

Property and equipment consist of the following, as of:


		March 31,		December 31,
		2010		2009
Equipment	$	820,343	$	15,343
Software development costs		220,060		220,060
		1,040,403		235,403
Accumulated depreciation		(35,620)		( 3,069)
	$	1,004,783	$	232,334

Depreciation and amortization expense related to property and equipment was $32,551 and $767 for the three months ended March 31, 2010 and 2009, respectively.

NOTE 6 – RELATED PARTY

The Company has received or has issued advances or other temporary financial assistance, from time to time, with affiliated companies or related parties (shareholder or director). These advances are typically short-term in nature, for the purposes ranging from funding acquisitions or for cash flow requirements. There are no formal agreement or repayment terms on these temporary advances. The Company has accrued interest and recognized interest expense at a minimally reasonable rate of 3% per annum. Management believes the applied interest is reasonable for loans of this nature and will review formalizing the debt arrangements at a later time. The Company had $333,735 payable to related parties at March 31, 2010 and no amounts were due from or to the Company at December 31, 2009.

The amounts and terms of the above transactions may not necessarily be indicative of the amounts and terms that would have been incurred had comparable transactions been entered into with independent third parties.

NOTE 7 – DEBT

Line of Credit

The Company outsources certain of its accounts receivables under a trade credit outsourcing agreement with a third party. The third party assumes credit risk for the accounts they purchase under the agreements and charges the company certain administration fees for handling the collections of these accounts. In addition the Company is allowed to take advances up to one million dollars limited by 85% of eligible receivables. Advances under the line of credit are available to fund acquisitions, capital expenditures, or for other corporate purposes. The line of credit is collateralized by accounts receivable and other assets of the Company and its subsidiaries. A processing commission rate of 1% is applied on the initial $20 million and .75% thereafter. of the face value of each account assigned. Borrowings under the line of credit bear interest at the Bank’s prime rate plus 2.00% and are due on demand.

One of our officers and shareholder has personally guaranteed the line of credit.

As of March 31, 2010 and December 31, 2009, the Company had $251,952 and $251,584, respectfully, in advances under the trade credit outsourcing agreement.

At March 31, 2010, based on available collateral, there was $0 available for borrowing under the trade credit outsourcing agreement based on advances outstanding.

Notes Payable

Note Payable for Acquired Business

In connection with the purchase of businesses, a note was issued in the amount of $400,000 with repayment terms of $25,000 for first three months, $50,000 for months four through six and balance, including unpaid interest at a rate of 8%, in month seven (November 2010), from the date of agreement.

Note Payable for Working Capital

On February 4, 2010, to obtain funding for working capital, the Company entered into securities purchase agreement with a financing company pursuant to which the Company agreed to issue a Convertible Promissory Note, with attached warrants and interest at 8%, maturing in nine months, November 4, 2010. This master note allows for additional issuances at the same terms. As of March 31, 2010, $200,000 has been secured through this arrangement. The Promissory Note and accrued interest will be convertible at the option of the holder at any time into shares of common stock, at an initial conversion price equal to the lesser of (i) fair market value, as quoted on a public exchange; or (ii) the fixed conversion price ($1.00), limited to 4.99% of the outstanding shares. Initially, 3,731,343 shares have been reserved for potential conversion.

There is one warrant to purchase one share of common stock for each dollar issued under the Promissory Note. 200,000 warrants, with an exercise price of $1.50, with warrant expiring 7 years from the date of issuance, were issued for the receipt of the $200,000. The fair value was estimated on the date of grant using the Black-Scholes option-pricing model using the following weighted-average assumptions: expected dividend yield of 0%; expected volatility of 304.9%; risk-free interest rate of 3.08% and an expected holding period of four years.

The resulting value was allocated to the proceeds received and applied as a discount to the face value of the Promissory Note, to be amortized over the term of the Promissory Note.

Derivative Liabilities

In connection with the issuance of the Convertible Promissory Note on February 4, 2010, the Company has applied the guidance of FASB ASC Topic No. 815-40. Accordingly, the convertible instrument is accounted for as a derivative liability at the date of issuance and adjusted to fair value through earnings at each reporting date. The fair value was estimated on the date of grant using the Black-Scholes option-pricing model using the following weighted-average assumptions: expected dividend yield of 0%; expected volatility of 301.6%; risk-free interest rate of 4.25% and an expected holding period of .5 years. The resulting value, at the date of issuance, was allocated to the proceeds received and applied as a discount to the face value of the Convertible Promissory Note; The Company has recognized a derivative liability of $31,540 at the date of issuance. The loss resulting from the increase in fair value of this convertible instrument was $18,280 for the period ended March 31, 2010.

NOTE 8 – STOCKHOLDERS’ EQUITY

Preferred Stock

The Company is authorized to issue 10,000,000 shares of preferred stock, par value at $.001 per share. On ~~September~~June 30, 2009, the Company issued 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”) as part of the acquisition of Federal Logistics, Inc. (FLFLI) and Optimized Transportation Software, Inc. (OTSI), becoming wholly-owned subsidiaries of the Company. At various times throughout the current quarter ended September 30, 2009, the Company issued 350,000 shares of Series A Convertible Preferred Stock and ~~500~~1,000,000 shares of Series B Preferred Stock to various consultants for services they provided the Company. Series A is convertible to common on a ten for one basis. Each share of preferred stock is entitled to ten votes. Neither series has redemption, dividend, or liquidation rights.

Common Stock

The Company is authorized to issue 100,000,000 shares of common stock, par value at $.001 per share. On ~~September~~June 30, 2009 the Company issued 5,500,000 shares of common stock to purchase 100% of the outstanding shares of Federal Logistics, Inc. (FLFLI) and Optimized Transportation Software, Inc. (OTSI). Prior to the transaction, the Registrant had a total of 6,165,073 shares issued and outstanding, of which 3,665,073 were cancelled at the closing, resulting in a total number of outstanding common shares post closing of 8,000,000.

In connection with the transaction, the Company also entered into a registration rights agreement with certain pre-closing holders of common stock of the Company, with no monetary penalties.

In July 2009, the 5,500,000 shares issued for the purchase of Federal Logistics, Inc. (FLFLI) and Optimized Transportation Software, Inc. (OTSI) ~~were~~was returned to the Company as payment of debt owed the Company. The shares were subsequently canceled.

On July 31, 2009 the Company established the Optimized Transportation Management, Inc. Equity Incentive Plan to attract, retain and motivate employees of the Company, to encourage employees, directors and independent contractors to acquire an equity interest in the Company, to make monetary payments to certain employees based upon the value of the Company’s Stock and provide employees, directors and independent contractors with an incentive to maximize the success of the Company and to further the interests of the shareholders. Five million (5,000,000) shares of Stock (the "Maximum Plan Shares") are reserved and subject to issuance under the Plan. To date we have issued two million four hundred and fifty thousand (2,450,000) shares.

At various times throughout the current quarter ended September 30, 2009, the Company issued 7,134,000 shares of Common Stock to various consultants for services they provided the Company.

NOTE 69 – ~~RECENT~~PROVISION ~~ACCOUNTING~~FOR ~~PRONOUNCEMENTS~~INCOME TAXES

InThe ~~May~~provision ~~2009, the FASB issued SFAS No. 165 Subsequent Events. SFAS No. 165 establishes authoritative accounting and disclosure guidance~~ for ~~recognized~~income ~~and~~taxes ~~non-recognized~~is ~~subsequent~~different ~~events~~from that ~~occur~~which ~~after~~would ~~the~~be ~~balance~~obtained ~~sheet~~by ~~date~~applying ~~but before~~ the ~~financial~~statutory ~~statements~~federal ~~are~~income ~~issued.~~tax ~~SFAS~~rate ~~No.~~to ~~165~~income ~~also~~before ~~requires disclosure of the date through which an entity has evaluated subsequent events and the basis for that date~~taxes. The ~~SFAS~~items ~~No.~~causing ~~165~~this ~~was~~difference ~~effective~~are ~~for~~as ~~the Company beginning with our Quarterly Report on Form 10-Q for the three and six months ended September 30, 2009 and had no impact on our consolidated financial statements.~~follows:


		March 31,
		2010		2009
Income tax provision (benefit) at statutory rate	$	(93,100)	$	86,700
State income tax expense (benefit), net of federal benefit		3,700		(3,400)
		(89,400)		83,300
Valuation Allowance		-		-
	$	(89,400)	$	83,300

In June 2009, the FASB issued SFAS No. 168, The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Standards - a Replacement of FASB Statement No. 162. The FASB Accounting Standards Codification (the “Codification”) will become the source of authoritative U.S. GAAP recognized by the FASB to be applied by nongovernmental entities. Once the Codification is in effect, all of its content will carry the same level of authority and the GAAP hierarchy will be modified to include only two levels of GAAP: authoritative and nonauthoritative. SFAS No. 168 will be effective for the Company on July 1, 2009 and will not have a material effect on our consolidated financial statements.13

~~Other~~Deferred ~~recent~~tax ~~pronouncements~~assets ~~will~~(liabilities) ~~not~~were ~~have~~as ~~a mutual effect on our consolidated financial statements.~~follows

NOTE 7 – SUBSEQUENT EVENTS


		March 31,		December 31,
		2010		2009
Deferred tax asset, beginning	$	-	$	-
Change in deferred tax asset		89,400		-
Deferred tax asset, ending	$	89,400	$	-

Deferred tax liability, beginning	$	21,400	$	-
Change in deferred tax		-		21,400
Deferred tax liability, ending	$	21,400	$	21,400

Net Deferred Tax Asset (Payable)	$	68,000	$	(21,400)

~~The~~NOTE ~~Company evaluated subsequent events through the time of filing this Quarterly Report on Form~~ 10-Q on– ~~November~~COMMITMENTS ~~12,~~AND ~~2009.~~ CONTINGENCIES

~~On October 20, 2009 the Company ceased operations of its’ subsidiary Federal Logistics, and consolidated operations into its’ new subsidiary ShoMoves, Inc.~~Leases

~~The~~Our ~~Company~~principal isexecutive ~~not~~offices ~~aware~~are located at 707 Grant Street, Suite 2307, Pittsburgh, Pennsylvania and consist of ~~any~~approximately ~~other~~1,800 ~~subsequent~~feet ~~events~~of ~~that~~office ~~occurred~~space ~~subsequent~~which towe ~~the~~lease ~~balance~~for ~~sheet~~approximately ~~date~~$2,600 ~~but~~per ~~prior~~month pursuant to the ~~filing~~lease expiring November 30, 2013. We also maintain approximately 6,000 feet of ~~this~~warehouse ~~report~~space ~~that~~in ~~would~~Hanging ~~have~~Rock aOhio, ~~material~~which ~~impact~~we lease on ~~our~~a ~~consolidated~~month ~~financial~~to ~~statements~~month basis.

~~NOTE~~Future 8minimum lease payments, for the years ended December 31:

- SEGMENT INFORMATION


2010	$	23,472
2011		31,296
2012		31,296
2013		28,688
thereafter		-
	$	114,752

Segment information is presented in accordance with SFAS 131, "Disclosures about Segments of an Enterprise and Related Information." This standard is based on a management approach that designates the internal organization that is used by management for making operating decisions and assessing performance as the sources of the Company's reportable segments. Operating segments are defined as components of an enterprise about which financial information is available that is evaluated on a regular basis by the chief operating decision-maker, or decision-making groups, in deciding how to allocate resources to an individual segment and in assessing performance of the segment. Contingencies

~~The~~From ~~Company's~~time ~~operations~~to ~~during~~time the ~~quarter~~Company ~~ended~~may ~~September~~be ~~30,~~a ~~2009~~party ~~are~~to ~~classified~~litigation ~~into~~matters ~~two~~involving ~~reportable~~claims ~~business~~against ~~segments:~~the ~~Logistics Services and Supply Chain Software~~Company. ~~Each~~Management ofbelieves ~~these~~that ~~segments~~there isare ~~organized~~no ~~based~~current ~~upon~~matters ~~the~~that ~~nature~~would ofhave ~~products~~a ~~and~~material ~~services~~effect ~~offered.~~on ~~Summarized~~the Company’s financial ~~information~~position ~~about~~or ~~each~~results ~~segment~~of ~~is provided below:~~ operations.

				Supply
		Logistic		Chain		Consolidated
		Services		Software		Total
Nine Months Ended September 30, 2009
Revenues from external customers	$	6,511,747	$	159,595	$	6,671,342
Segment profit (loss) from operations	$	459,971	$	(287,845)	$	172,126
Assets	$	319,000	$	245,820	$	564,820
Nine Months Ended September 30, 2008
Revenues from external customers	$	1,590,364	$	312,403	$	1,902,767
Segment profit (loss) from operations	$	77,340	$	(14,405)	$	62,935
Assets	$	250,406	$	579,623	$	830,029
Three Months Ended September 30, 2009
Revenues from external customers	$	1,347,767	$	45,583	$	1,393,350
Segment profit (loss) from operations	$	259,200	$	(111,662)	$	147,538
Assets	$	319,000	$	245,820	$	564,820
Three Months Ended September 30, 2008
Revenues from external customers	$	1,539,173	$	90,833	$	1,630,006
Segment profit (loss) from operations	$	133,434	$	(13,170)	$	120,264
Assets	$	250,406	$	579,623	$	830,029

NOTE 11 - SEGMENT INFORMATION

11Segment information is presented based on a management approach that designates the internal organization that is used by management for making operating decisions and assessing performance as the sources of the Company's reportable segments. Operating segments are defined as components of an enterprise about which financial information is available that is evaluated on a regular basis by the chief operating decision-maker, or decision-making groups, in deciding how to allocate resources to an individual segment and in assessing performance of the segment.

The Company's operations during the three months ended March 31, 2010 and 2009 are classified into two reportable business segments: Logistics Services and Supply Chain Software. Each of these segments is organized based upon the nature of products and services offered. Summarized financial information about each segment is provided below:


				Supply
		Logistic		Chain		Consolidated
		Services		Software		Totals

For the three months ended March 31, 2010
Revenues from external customers	$	1,085,878	$	8,134	$	1,094,012
Costs of revenues		850,783		2,466		853,249
		235,095		5,668		240,763
Selling and general and administrative		440,564		13,117		453,681
Segment profit (loss) from operations	$	(205,469)	$	(7,449)	$	(212,918)

Assets	$	1,653,955	$	227,725	$	1,881,680


For the three months ended March 31, 2009
Revenues from external customers	$	1,003,425	$	67,219	$	1,070,644
Costs of revenues		552,059		48,402		600,461
		451,366		18,817		470,183
Selling and general and administrative		170,631		74,385		245,016
Segment profit (loss) from operations	$	280,734	$	(55,567)	$	225,167

Assets	$	1,107,292	$	774,388	$	1,881,680

NOTE 11 – RESTATEMENT

In January 2010, the company acquired Light Logistics, Inc and Light Express, Inc. In exchange for the assets of the Companies, the Company issued 909,091 shares of common stock and issued a note in the amount of $500,000. In the transaction goodwill is to be recognized utilizing the purchase method, resulting from the excess of the valued consideration given greater than the fair market value of the identifiable assets, less the liabilities assumed. Estimates of future cash flows and other valuation techniques were used to allocate the purchase price of acquired property between equipment, debt liabilities assumed and identifiable intangible assets and liabilities. Purchase price was first allocated to the extent of the fair market value of the identifiable assets, which value exceeded the purchase price and therefore no goodwill has been recognized.

Presented is the condensed proforma balance sheet information of the consolidated entity, as of December 31, 2009, as it would have been presented had the transaction occurred prior to the year end.

OPTIMIZED TRANSPORTATION MANAGEMENT, INC.

Condensed Proforma Balance Sheet

As of December 31, 2009


			Originally
			Reported		Acquisition		Restated
			(audited)		(unaudited)		(unaudited)
Assets
	Total current assets	$	146,208	$		$	146,208
	Property and equipment, net		232,334	(b)	805,000		1,037,334
	Other Assets		-	(b)	195,000		195,000
Total Assets		$	378,542	$	1,000,000	$	$ 1,378,542

Liabilities and Stockholders' Equity
	Total liabilities	$	317,716	(a)	500,000	$	$ 817,716
	Capital Stock		(52,048)	(a)	500,000		447,952
	Retained Earnings		112,874				112,874
Total liabilities and stockholders’ equity		$	378,542	$	1,000,000	$	1,378,542

(a)

Purchase price of $500,000 in common stock, $500,000 issued note payable to sellers.

(b)

Purchase price allocated to tangible assets, at fair market value. Excess costs over fair market value of tangible assets is assigned to goodwill.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of our financial condition and result of operations should be read in conjunction with the financial statements and the related notes and other information included elsewhere in this report as well as the MD&A included in the form 8K10K.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This report includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, regarding future operating performance, events, trends and plans. All statements other than statements of historical fact contained herein, including, without limitation, statements regarding our future financial position, business strategy, budgets, projected revenues and costs, and plans and objectives of management for future operations, are forward-looking statements. Forward-looking statements generally can be identified by the use of forward-looking terminology such as “may,” “will,” “expects,” “intends,” “plans,” “projects,” “estimates,” “anticipates,” or “believes” or the negative thereof or any variation thereon or similar terminology or expressions. We have based these forward-looking statements on our current expectations and projections about future events. These forward-looking statements are not guarantees and are subject to known and unknown risks, uncertainties and assumptions about us that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. While it is impossible to identify all of the factors that may cause our actual operating performance, events, trends or plans to differ materially from those set forth in such forward-looking statements, such factors include the inherent risks associated with our ability to: (i) to acquire a transportation company to use as a “platform” upon which we can build a profitable global supply chain logistics company; (ii) continue the development of our transportation management software product; (iii) maintain the future operations of our agency business, (iv) continue to grow our businesses; (v) locate acquisition candidates that meet our stringent requirements; (vi) secure the financing necessary to acquire suitable companies that fit our strategy; (vii) remain competitive in our industry, (viii) hire excellent management and staff to continue our growth; (ix) be able to comply with current and future governmental regulations affecting the transportation industry in general and our operations in particular; and (xii) assess and respond to such other factors which may be identified from time to time in our Securities and Exchange Commission (SEC) filings and other public announcements including all subsequent written and oral forward-looking statements attributable to us, or persons acting on our behalf, are expressly qualified in their entirety by the foregoing. Readers are cautioned not to place undue reliance on our forward-looking statements, as they speak only as of the date made. Except as required by law, we assume no duty to update or revise our forward-looking statements.

Overview

We plan on achieving these goals through organic growth and acquisition.

The current Supply Chain Management (SCM ) and Supply Chain Execution (SCE) markets are highly fragmented with many vendor companies only focusing on a small segment of the overall supply chain. Some of the larger competitors supply either the software or the transportation management processes in the chain and cater primarily to the Fortune 1000 market with much higher costs. However, in today’s economy, most companies are attempting to do more with less. We believe there is a current ~~unserved~~un-served market for SCM and SCE for midsized manufacturing and distribution companies. The Company feels it can capitalize on this unmet need, by marketing ever increasing parts of the supply chain to our large base of customers for quick and enhanced market entry.

Our supply chain operation will consist of the following components:

•·

Freight Agents - Ground Transportation of freight via Truck (48 States)

•·

Warehousing Agents - Storage and sub-assembly of Customer inventory

•·

Intermodal Agents - Containers transporting freight between rail, ship or air

•·

Freight Forwarding Agents - Manages freight between ports of entry

•·

OTSI - Software service that helps customers manage and track their freight and assets throughout the supply chain

1217

We are a supply chain ~~logistics~~Logistics ~~company~~Company headquartered in Pittsburgh, Pennsylvania. Our operations are conducted through our two wholly owned subsidiaries, Federal Logistics, Inc. (FLFLI) and Optimized Transportation Software, Inc. (OTSI). FLFLI is engaged in the business of global supply chain management. The Company currently operates a domestic logistics business. The Company is a non-asset based logistics company providing domestic logistics management services through a network of agent offices across North America. FLFLI has a diversified account base, including manufacturers, distributors and retailers using a network of independent carriers throughout North America

OTSI has been a provider of Transportation Management System software for the last 3 years. The Company has developed software, Optivity Suite, in use by hundreds of companies across North America. The technology is sound, proven, feature rich and solid.

The Optivity Suite is now an application accessed over the internet, eliminating the need to buy expensive hardware and software to run the Transportation Management Software applications in house, also reducing the need for extra IT personnel. All access to the application is via the internet, accessing our servers hosted in world class data centers located around the globe providing 24x7x365 availability. All data is backed up nightly in a hardened archive for easy access in case of emergency.

OTSI is driving to become the complete Supply Chain Management provider as well as the leader in Supply Chain Execution in the industry for the small to medium sized manufacturers, retailers, and distributors. The Company intends to become our customer’s trusted partner for all their supply chain management needs from sourcing, intermodal, warehousing and sub-assembly, local and long distance delivery, freight tracking, and all back office operations. OTSI will be the one stop shop in managing all of our customer supply chain needs. Our support staff is here to ensure that our customer’s inventory and / or products make it to its destination on time and under budget.

Performance Metrics

As it is our intent to continue to grow by way of strategic acquisitions, the operating results of the Company will be affected as acquisitions occur. Since all acquisitions are generally made using the purchase method of accounting for business combinations, our financial statements will only include the results of operations and cash flows of acquired companies for periods subsequent to the date of acquisition.

Results of Operations

~~For~~Summary ~~the~~of ~~three~~financial ~~months~~data ~~ended September 30, 2009~~ (unaudited) ~~and September 30, 2008~~ (~~unaudited~~‘000 omitted):

We generated revenue of $1,393,350 and $1,630,006 and gross profit of $353,199 and 234,713 for the three months ended September 30, 2009 and 2008, respectively. Net income was $117,155 for the three months ended September 30, 2009 and $119,466 for the three months ended September 30, 2008.


	March 31,				Change
	2010		2009		Amount		Percent

Revenue	$	1,094	$	1,071	$	23	2.1%
Cost of transportation		853		600		253	42.2%
		241		471		(230)	(48.8)%
		22.0%		44.0%			21.9%

Selling and administrative		454		245		209	85.3%
Operating income		(213)		226		(439)	(194.2)%
		(19.5)%		21.1%

WeFor ~~had adjusted earnings before interest, taxes, depreciation and amortization (EBITDA) of $147,538 for~~ the three months ended ~~September~~March 3031, ~~2009~~2010 ~~and~~(unaudited) ~~120,264 for the three months ended September 30, 2008. EBITDA, is a non-GAAP measure of income~~ and ~~does~~March ~~not include the effects of interest and taxes~~31, ~~and~~2009 excludes the “non-cash” effects of depreciation and amortization on current assets. Companies have some discretion as to which elements of depreciation and amortization are excluded in the EBITDA calculation. We incur no depreciation charges related to furniture, and no amortization charges. The financial markets believe EBITDA is useful in evaluating and measuring our financial performance, liquidity. While management considers EBITDA and adjusted EBITDA useful in analyzing our results, it is not intended to replace any presentation included in our consolidated financial statements(unaudited)

~~The~~We ~~following~~generated ~~table~~revenue ~~summarizes~~of ~~September~~$1,094,000 30and $1,071,000 ~~2009~~and ~~(unaudited)~~gross profit of $241,000 and ~~September~~471,000 30for the three months ended March 31, ~~2008~~2010 ~~(unaudited)~~and ~~revenue~~2009, ~~cost~~respectively. Net loss was $152,000 for the three months ended March 31, 2010 compared to net income of ~~transportation~~$141,000 ~~and~~for ~~gross~~the ~~profit:~~three months ended March 31, 2009.

	Three months ended September 30,				Change
	2009		2008		Amount		Percent
Revenue	$	1,393,350	$	1,630,006	$	(236,656)		(15)%
Cost of transportation		1,040,151		1,395,293		(355,142)		(25)%
Gross profit	$	353,199	$	234,713	$	118,486		34%
Net margins		25%		14%

We had operating loss in the amount of $212,000 for the three months ended March 31, 2010 and profit of $225,000 for the three months ended March 31, 2009. Included in income (loss) from operations were non-cash charges of approximately $32,000 and $3,000 for depreciation charges related to equipment, no amortization charges and approximately $22,000 and $0 for stock-based compensation, for the periods ended March 31, 2010 and 2009, respectively.

1318

Revenue was $1,~~393~~094,~~350~~000 for the three months ended ~~September~~March 3031, ~~2009~~2010, aan ~~decrease~~increase of 152.2% over revenue of $1,~~630~~070,~~006~~000 for the three months ended ~~September~~March 3031, ~~2008~~2009. The ~~decrease~~revenues were comparable and the increase was due ~~primarily~~normal toefficiencies ~~the~~and ~~elimination~~increases ofin anbilling ~~underperforming agent~~rates.

Cost of transportation ~~decreased~~increased toat ~~$1,040,151~~a ~~for~~greater ~~the~~rate ~~three~~than ~~months~~the ~~ended~~expected ~~September~~proportional ~~30,~~increase ~~2009~~comparative ~~compared~~ to ~~$1,395,293 for~~ the ~~three~~revenue ~~months~~increase. ~~ended~~This ~~September~~was ~~30,~~primarily ~~2008~~due asto alabor ~~result~~and offuel ~~the reduction in revenues~~costs.

Net margins ~~increased~~decreased to 2522% of revenue for the three months ended ~~September~~March 3031, ~~2009~~2010 as compared to 1444.0% of revenue for the three months ended ~~September~~March 3031, ~~2008~~2009. The ~~increase~~decrease in net margins in the current quarter was due to the ~~higher~~lower margin of freight sales ~~which~~mix ~~was~~(foreign adeliveries ~~result~~have ofincreased ~~eliminating~~cost), ~~the~~fuel ~~underperforming~~costs, ~~agent~~competitive pricing, etc.ent.

The most significant cost in selling, ~~general and administrative costs~~ is agent commissions. Commission costs were $~~169~~27,~~062~~510 for the three months ended ~~September~~March 3031, ~~2009~~2010, a decrease of approximately $8115,~~929~~000 from the three months ended ~~September~~March 3031, ~~2008~~2009.

~~Other~~The ~~selling,~~most significant general and administrative costs ~~net~~is ofconsulting ~~agent~~and ~~commissions~~professional expenses which were approximately $36173,~~599~~000 and $77,000 for the three months ended ~~September~~March 3031, 2010 and 2009, respectively. ~~There~~The increase was noprimarily ~~depreciation~~due to due diligence and costs in association with the acquisition in the current quarter and additional costs for public entity filings. Depreciation and amortization costs were approximately $32,000 and $1,000 for the three months ended March 31, 2010 and 2009, respectively.

~~Income~~Interest ~~from~~expense ~~operations~~ was $~~147~~10,~~538~~000 and $1,000 for the three months ended ~~September~~March 3031, 2010 and 2009, ~~compared~~respectively. The increase was due to the additional debt borrowed during the current period, in funding of the acquisition. Additionally, there was a change in the calculated derivative liability, resulting in a charge to expenses of approximately $~~120~~18,~~264~~000 for the ~~three~~period ~~months~~ ended ~~September~~March 3031, ~~2008~~2010.

Interest expense was $30,383 for the three months ended September 30, 2009. There was $798 in interest expense for the three months ended September 30, 2008.

Net income was $117,155 for the three months ended September 30, 2009, compared $119,466 for the three months ended September 30, 2008.

For the nine months ended September 30, 2009 (unaudited) and September 30, 2008 (unaudited)

We generated revenue of $6,671,342 and $1,902,767 and gross profit of $1,398,161 and $364,555 for the nine months ended September 30, 2009 and 2008, respectively. Net income was $102,468 for the nine months ended September 30, 2009 compared to net income of $51,551 for the nine months ended September 30, 2008.

We had adjusted earnings before interest, taxes, depreciation and amortization (EBITDA) of $172,126 for the nine months ended September 30, 2009 EBITDA was $62,935 for the nine months ended September 30, 2008. EBITDA, is a non-GAAP measure of income and does not include the effects of interest and taxes, and excludes the “non-cash” effects of depreciation and amortization on current assets. Companies have some discretion as to which elements of depreciation and amortization are excluded in the EBITDA calculation. We incur no depreciation charges related to furniture, and no amortization charges. The financial markets believe EBITDA is useful in evaluating and measuring our financial performance, liquidity. While management considers EBITDA and adjusted EBITDA useful in analyzing our results, it is not intended to replace any presentation included in our consolidated financial statements

The following table summarizes September 30, 2009 (unaudited) and September 30, 2008 (unaudited) revenue, cost of transportation and gross profit:

	Nine months ended September 30,				Change
	2009		2008		Amount		Percent
Revenue	$	6,671,342	$	1,902,767	$	4,768,575		251%
Cost of transportation		5,273,181		1,538,212		3,734,969		243%
Gross profit	$	1,398,161	$	364,555	$	1,336,606		367%
Net margins		21%		19%

Revenue was $6,671,342 for the nine months ended September 30, 2009, an increase of 251% over revenue of $1,902,767 for the nine months ended September 30, 2008. The increase was due primarily to additional agency revenues.

Cost of transportation increased to $5,273,181 for the nine months ended September 30, 2009 compared to $1,538,212 for the nine months ended September 30, 2008 as a result of the additional revenues.

Net margins increased to 21% of revenue for the nine months ended September 30, 2009 as compared to 19% of revenue for the nine months ended September 30, 2008. The increase in net margins in the current nine months was due to the higher volume of freight revenue.

The most significant cost in selling, general and administrative costs is agent commissions. Commission costs were $724,178 for the nine months ended September 30, 2009, an increase over $470,002 for the nine months ended September 30, 2008.

Other selling, general and administrative costs net of agent commissions were $501,857 for the nine months ended September 30, 2009. There was no depreciation and amortization costs.

Income from operations was $172,126 for the nine months ended September 30, 2009 compared to income from operations of $62,935 for the nine months ended September 30, 2008.

Interest expense was $69,658 for the nine months ended September 30, 2009. Interest expense for the nine months ended September 30, 2008 was $11,384.

Net income was $102,468 for the nine months ended September 30, 2009, compared to net income of $51,551 for the nine months ended September 30, 2008.

Liquidity and Capital Resources

Net cash ~~provided~~used byin operating activities for the ~~nine~~three months ended ~~September~~March 3031, ~~2009~~2010 was $59232,~~930~~000 compared to net cash provided by operating activities for the ~~nine~~three months ended ~~September~~March 3031, ~~2008~~2009 of $9413,~~483~~000. The change was principally driven by the reduction in agency business.

Net cash used for investing activities was $~~170,696~~0 for the ~~nine~~three months ended ~~September~~March 3031, ~~2009~~2010 compared to net cash used of $70623,~~498~~000 for the ~~nine~~three months ended ~~September~~March 3031, ~~2008~~2009. Use of cash for the ~~nine~~three months ended ~~September~~March 3031, 2009 consisted primarily of additional software development costs, which were ratably expensed in subsequent periods.

Net cash provided by financing activities for the ~~nine~~three months ended ~~September~~March 3031, ~~2009~~2010 was approximately $~~112~~445,~~985~~000 compared to net cash provided by financing activities of $42860,~~800~~000 for the ~~nine~~three months ended ~~September~~March 3031, ~~2008~~2009. Net cash used by financing activities for the ~~nine~~three months ended ~~September~~March 3031, ~~2009~~2010, consisted primarily of receiving borrowings for operations. ~~Net cash provided by financing activities for the six months ended September 30, 2008, consisted primarily of borrowings.~~

Credit Facility

The Company outsources certain of its accounts receivables under a trade credit outsourcing agreement with a third party. The third party assumes credit risk for the accounts they purchase under the agreements and charges the company certain administration fees for handling the collections of these accounts. In addition the Company is allowed to take advances up to one million dollars limited by 85% of eligible receivables. Advances under the line of credit are available to fund acquisitions, capital expenditures, or for other corporate purposes. The line of credit is collateralized by accounts receivable and other assets of the Company and its subsidiaries. Borrowings under the line of credit bear interest at the Bank’s prime rate plus 2.00% and are due on demand.

Off Balance Sheet Arrangements

As of ~~September~~March 3031, ~~2009~~2010, we did not have any relationships with unconsolidated entities or financial partners, such as entities often referred to as structured finance or special purpose entities, which had been established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes. As such, we are not materially exposed to any financing, liquidity, market or credit risk that could arise if we had engaged in such relationships.

Recent Accounting Pronouncements

We have reviewed accounting pronouncements and interpretations thereof that have effectiveness dates during the periods reported and in future periods. The Company has carefully considered the new pronouncements that alter previous generally accepted accounting principles and does not believe that any new or modified principles will have a material impact on the corporation’s reported financial position or operations in the near term. The applicability of any standard is subject to the formal review of our financial management and certain standards are under consideration. Those standards have been addressed in the notes to the unaudited financial statement and in our Annual Report, filed on Form 10-K for the period ended December 31, 2009.

Critical Accounting Policies

Accounting policies, methods and estimates are an integral part of the consolidated financial statements prepared by management and are based upon management's current judgments. Those judgments are normally based on knowledge and experience with regard to past and current events and assumptions about future events. Certain accounting policies, methods and estimates are particularly sensitive because of their significance to the financial statements and because of the possibility that future events affecting them may differ from management's current judgments. While there are a number of accounting policies, methods and estimates that affect our financial statements, the areas that are particularly significant include the assessment of the recoverability of long-lived assets, specifically goodwill, acquired intangibles, and revenue recognition.

15We recognize revenue on a gross basis, in accordance with ASC 605, "Revenue Recognition", as a result of the following: We are the primary obligor responsible for providing the service desired by the customer and are responsible for fulfillment, including the acceptability of the service(s) ordered or purchased by the customer. We, at our sole discretion, set the prices charged to our customers, and are not required to obtain approval or consent from any other party in establishing our prices. We have multiple suppliers for the services we sell to our customers, and have the absolute and complete discretion and right to select the supplier that will provide the product(s) or service(s) ordered by a customer, including changing the supplier on a shipment-by-shipment basis. In most cases, we determine the nature, type, characteristics, and specifications of the service(s) ordered by the customer. We also assume credit risk for the amount billed to the customer.

We recognize revenue on a gross basis, in accordance with EITF 99-19, "Reporting Revenue Gross versus Net", as a result of the following: We are the primary obligor responsible for providing the service desired by the customer and are responsible for fulfillment, including the acceptability of the service(s) ordered or purchased by the customer. We, at our sole discretion, set the prices charged to our customers, and are not required to obtain approval or consent from any other party in establishing our prices. We have multiple suppliers for the services we sell to our customers, and have the absolute and complete discretion and right to select the supplier that will provide the product(s) or service(s) ordered by a customer, including changing the supplier on a shipment-by-shipment basis. In most cases, we determine the nature, type, characteristics, and specifications of the service(s) ordered by the customer. We also assume credit risk for the amount billed to the customer.

We recognize revenue for our software division as we bill monthly maintenance fees.

Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future net undiscounted cash flows expected to be generated by the asset. Our judgment concerning future cash flows is an important part of this determination. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount of fair value less the cost to sell.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

We are a Smaller Reporting Company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

Item 4T. Controls and Procedures.

AnUnder the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of the design and operation of our "disclosure controls and procedures", (as such term is defined inunder ~~Rules~~Rule 13a-15(e) orpromulgated ~~15d-15(e)~~under of the Securities Exchange Act of 1934, as amended (~~the "~~Exchange Act"), as of ~~September~~March 3031, ~~2009~~2010. ~~was~~Based ~~carried~~on ~~out~~this byevaluation, our ~~management~~principal ~~under~~executive ~~the~~officer ~~supervision~~ and ~~with~~principal ~~the~~financial ~~participation~~officer ofhave ~~our~~concluded ~~Chief Executive Officer ("CEO") who also serves as our Chief Financial Officer ("CFO"). Based upon~~ that ~~evaluation,~~ our ~~CEO/CFO~~disclosure ~~concluded~~controls ~~that,~~and procedures as of ~~September~~the ~~30,~~end ~~2009,~~of ~~our~~such ~~disclosure~~periods ~~controls~~are ~~and procedures were~~ not effective to ~~provide~~ensure ~~reasonable assurance~~ that information ~~we are~~ required to ~~disclose~~be disclosed by us in the reports ~~that~~ we file or submit under the Exchange Act is ~~(i)~~ recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and ~~(ii)~~that our disclosure and controls are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our ~~CEO/CFO~~principal executive officer and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

~~There~~The ~~were~~company nohas ~~changes~~limited toresources ~~our~~and ~~internal~~as ~~control~~a ~~over~~result, a material weakness in financial reporting ~~during~~currently exists. Those weaknesses include: Lack of Effective Policies Regarding the ~~fiscal~~General ~~quarter~~Accounting ~~ended~~System. ~~September~~We ~~30,~~do ~~2009~~not ~~that~~have ~~materially~~any ~~affected~~documented processes for the input, accumulation, or ~~are~~testing ~~reasonably~~of ~~likely~~financial todata ~~materially~~that ~~affect,~~would ~~our~~provide ~~internal~~assurance ~~control~~that ~~over~~all transactions are accurately and timely recorded or that the financial ~~reporting~~reports will be prepared on a periodic basis.

Management has determined that the Company does not have the financial resources or personnel to address any of the material weaknesses identified or to conduct a more robust evaluation of its controls. As resources become available, management will develop and implement remedial actions to address the material weaknesses it has identified.

A material weakness is a deficiency (within the meaning of the Public Company Accounting Oversight Board (PCAOB Auditing Standard 5) or combination of deficiencies in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the Company's annual or interim financial statements will not be prevented or detected on a timely basis. Management has determined that a material weakness exists due to a lack of segregation of duties, resulting from the Company's limited resources.

The Company’s management, including the President (Principal Executive Officer), Director, and Chief Financial Officer (Principal Accounting and Financial Officer), confirm that there was no change in the Company’s internal control over financial reporting during the quarter ended March 31, 2010 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings.

We are not currently involved in any litigation that we believe could have a material adverse effect on our financial condition or results of operations. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of our company or any of our subsidiaries, threatened against or affecting our company, our common stock, any of our subsidiaries or of our companies or our subsidiaries’ officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect.

Item 1A. Risk Factors.

We believe there are no changes that constitute material changes from the risk factors previously disclosed in the Company’s 2009 Annual Report filed on Form 10-K. We are a smaller reporting company and are not required to provide information required by this item.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

We have issued 3,150,000 common shares to employees and consultants. A total of 4,862,591 shares were issued in connection with the Light acquisition, issued to existing shareholders and seller, per agreement.

Item 3. Defaults Upon Senior Securities.

None

Item 4. Removed and Reserved.

Not Applicable.

Item 5. Other Information.

None

Item 6. Exhibits


Exhibit No.	Exhibit	Method of Filing

31.1	Certification by Principal Executive Officer and Principal Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	Filed herewith
32.1	Certification by the Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	Filed herewith

1621

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

		Optimized Transportation Management, Inc.
DATE: November 12, 2009		/s/ Kevin P. Brennan
DATE: May 18, 2010		/s/ Kevin P. Brennan
		Kevin P. Brennan Chief Executive Officer and Chief Financial Officer (Principle Accounting Officer)

1722

EXHIBIT INDEX


Exhibit No.	Exhibit	Method of Filing

31.1	Certification by Principal Executive Officer and Principal Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	Filed herewith
32.1	Certification by the Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	Filed herewith

1823

Filing Compare · OPTIMIZED TRANSPORTATION MANAGEMENT, INC.