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SPLI.PK > SEC Filings for SPLI.PK > Form 8-K/A on 25-Jan-2012All Recent SEC Filings

Show all filings for AVWORKS AVIATION CORP | Request a Trial to NEW EDGAR Online Pro

Form 8-K/A for AVWORKS AVIATION CORP


25-Jan-2012

Completion of Acquisition or Disposition of Assets, Unregistered Sale of


ITEM 2.01 COMPLETION OF ACQUISITION OF ASSETS.

On September 2, 2011, the Company entered into a Share Exchange Agreement with Young Aviation, LLC, a Florida limited liability company ("Young Aviation") located in Sunrise, Florida. A condition of the Share Exchange Agreement, on September 19, 2011, the Company amended its Articles of Incorporation to increase the number of authorized shares of common stock to 500,000,000 shares and effected a forward stock split on the basis of ten shares for one share. This Share Exchange Agreement was amended effective September 30, 2011.

Prior to the closing of the Share Exchange Agreement, the Company had 153,250,000 shares of common stock outstanding on a post forward split basis. As a condition to the closing of the Share Exchange Agreement, Vincent Beatty, our then President, on October 3, 2011, surrendered 67,000,000 (post forward split) shares of common stock held by Mr. Beatty for cancellation and such shares were cancelled by our transfer agent.

On October 3, 2011, the Company acquired 100% of the member's interests of Young Aviation pursuant to the Share Exchange Agreement in exchange for the issuance by the Company of 166,060,000 shares of restricted common stock ("Shares"). Following the closing of the Share Exchange Agreement, the Company had 252,310,000 shares of common stock issued and outstanding. Young Aviation is now a wholly-owned subsidiary of the Company. The Shares were issued to ten individuals with the majority share (165,000,000 shares) issued to Joel A. Young, who is now our President and Chief Executive Officer and our sole Director. None of he Young Aviation members had any prior relationship or affiliation with the Company.

AvWorks Aviation Corp. (f/k/a Datamill Media Corp.) internally determined the value of Young Aviation's contractual and non-contractual customer relationships to be approximately $165,000 and the net assets acquired in the transaction were $34,505. The approximate total of the customer relationships and net assets acquired was $199,505. A total of 166,060,000 shares were issued to Young Aviation's shareholders and 67,000,000 shares were cancelled by Datamill Media Corp's CEO, pursuant to the Share Exchange Agreement. The net amount of shares issued and shares cancelled was 99,060,000 in exchange for 100% of the member's interests of Young Aviation. The net exchange and cancellation of shares was valued at $198,120 (99,060,000 x $.002 per share).

Young Aviation is a diversified broker and supplier of parts, products and services to the U.S. and International aviation and aerospace markets. Young Aviation services a broad range of clients such as aircraft leasing companies, major airlines, repair stations, fixed-base operators, leasing companies and after market suppliers.

The foregoing description of the Share Exchange Agreement is subject to the more detailed provisions set forth in the Share Exchange Agreement, which was attached as Exhibit 10.1 to the Company's Current Report on Form 8-K filed with

the SEC on September 2, 2011, and in the Amendment to Share Exchange Agreement effective September 30, 2011, which is attached to this Current Report on Form 8-K as Exhibit 10.3.

CAUTIONARY NOTE ON FORWARD-LOOKING STATEMENTS

This Current Report on Form 8-K, including any pro forma financial statements included as an exhibit hereto, contains forward-looking statements. These statements refer to future plans, objectives, expectations and intentions of the Company. Words such as "intend," "anticipate," "believe," "estimate," "plan," "expect," "will," "may," "might" and variations of these words, as well as similar expressions, identify these forward-looking statements. All statements other than statements of historical facts contained in this Current . . .



ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES.

The disclosure set forth in Item 2.01 of this Current Report under the heading "Completion of Acquisition of Assets" is hereby incorporated herein by reference. When we acquired Young Aviation on October 3, 2011, we issued an aggregate of 166,060,000 shares of Common Stock to the Members of Young Aviation.

On October 5, 2011, the Company issued 5,000,000 shares of restricted common stock to Colm King for his provision of consulting and advisory services related to the Company's accounting and compliance requirements.

On October 5, 2011, the Company issued 5,000,000 shares of restricted common stock to David E. Wise, as special securities counsel to the Company, for his provision of legal advice and services related to the Company's Exchange Act reporting.

Management believes the above shares of Common Stock were issued pursuant to the exemption from registration under Section 4(2) of the Securities Act of 1933, as amended. No broker or underwriter was involved in any of the above transactions. The Company did not receive any cash proceeds from the issuance of the shares. The certificates evidencing the foregoing shares bore a restrictive legend prohibiting the resale of the underlying shares of common stock unless the shares were registered pursuant to Section 5 of the Securities Act or resold in an exempt transaction under the Securities Act.



ITEM 5.01 CHANGES IN CONTROL OF REGISTRANT.

Prior to closing the Share Exchange Agreement with Young Aviation, Vincent Beatty was the President, Chief Executive Officer, Chief Financial Officer and Director of AvWorks Aviation Corp. (f/k/a Datamill Media Corp.), and Thomas Hagan was the Secretary and Director. Mr. Beatty was AvWorks Aviation Corp.'s (f/k/a Datamill Media Corp.) majority shareholder with approximately 65.4% of the issued and outstanding Common Stock immediately prior to closing the Share Exchange Agreement.

As explained more fully in Item 3.01 of this Current Report, upon closing of the Share Exchange Agreement, AvWorks Aviation Corp. (fka Datamill Media Corp.) issued 166,060,000 shares of Common Stock to the owners of Young Aviation. 165,000,000 of such shares of Common Stock were issued to JOEL A. Young, who is now our majority shareholder with approximately 65.4% of our issued and outstanding Common Stock.

Pursuant to the Share Exchange Agreement, Joel A. Young was appointed as our President, Chief Executive Officer, Chief Financial Officer and Director. Following Mr. Young's appointment to these offices, Vincent Beatty and Thomas Hagan resigned from all offices and directorships with the Company.

The disclosures set forth in Item 3.01 and Item 3.02 of this Current Report are incorporated herein by reference.



ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

The disclosures set forth in Item 2.01 of this Current Report under the heading "Directors and Executive Officers" and in Item 5.01 of this Current Report under the heading "Changes in Control of Registrant" are incorporated herein by reference.



ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR.

On September 19, 2011, we amended our Articles of Incorporation to: (i) increase our authorized capital to 500,000,000 shares of Common Stock and to effect a 10 shares for one share forward stock split effective on September 19, 2011.

We amended our Articles of Incorporation to change our name to AvWorks Aviation Corp., effective on November 30, 2011.



ITEM 5.06 CHANGE IN SHELL COMPANY STATUS.

As explained more fully in Item 3.01 of this Current Report, the Company was a "shell company" (as such term is defined Section 12b-2 under the Securities Exchange Act of 1934) immediately before the closing of the Share Exchange Agreement on October 3, 2011. As a result of the Share Exchange Agreement, Young Aviation became a wholly-owned subsidiary of the Company and Young Aviation became the main operational business of the Company; hence, the Company is no longer a "shell company."

EXPERT

The financial statements of Young Aviation, LLC for the years ended December 31, 2010 and 2009, included in this Amendment No. 1 to Form 8-K have been audited by Harris F. Rattray, CPA, an independent registered public accounting firm, as set forth in his report included in this Amendment No. 1 to Form 8-K and the financial statements of Young Aviation, LLC for three and nine months ended September 30, 2011 and 2010, included in this Amendment No. 1 to Form 8-K have been reviewed by Harris F. Rattray, CPA, as set forth in his review report included in this Amendment No. 1 to Form 8-K. His reports are given upon his authority as expert in accounting and auditing.



ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(a) Financial Statements of Business Acquired

The audited financial statements of Young Aviation, LLC as of and for the years ended December 31, 2010 and 2009, and the unaudited financial statements as of September 30, 2011, and for the nine months ended September 30, 2011, and

2010, and related footnotes are attached hereto as Exhibits 99.1 and 99.2, and are incorporated herein by reference.

(b) Shell Company Transactions - Pro Forma Financial Information

The financial statements and the pro forma financial statements required by Item 9.01(c) to Form 8-K are filed with this Current Report as Exhibit 99.3

(c) Exhibits

Exhibit No.                   Document Description
-----------                   --------------------

2.1*           Share Exchange Agreement dated September 2, 2011, by, between and
               among AvWorks Aviation Corp. (f/k/a Datamill Media Corp.),  Young
               Aviation, LLC and Members of Young Aviation, LLC

3.1            Articles of Incorporation (1)

3.1.1**        Certificate of Amendment to Articles of Incorporation  filed with
               the Secretary of State of Nevada, effective September 19, 2011

3.1.2          Certificate of Amendment to Articles of Incorporation  filed with
               the Secretary of State of Nevada, effective November 23, 2011 (2)

3.2            Bylaws (3)

10.1           Promissory  Note  dated  January 5,  2011,  payable to  Jablonski
               Family, LLLP (4)

10.2           Security  and Pledge  Agreement  dated  January 4, 2011,  between
               Vincent Beatty and Jablonski Family, LLLP (5)

10.3**         Amendment to Share Exchange  Agreement  effective as of September
               30, 2011, by and between AvWorks  Aviation Corp.  (f/k/a Datamill
               Media Corp.) and Young Aviation, LLC

10.4**         Material Terms of Verbal Agreement with Joel A. Young Re: $25,000
               Loan to the Company

10.5**         Material  Terms of Verbal  Agreement with Olive Waite Re: $31,000
               Loan to the Company

10.6**         Material  Terms of Verbal  Agreement  with Rick Klein Re:  $6,000
               Loan to the Company

10.7**         Agreement to Engage Colm J. King, as Consultant  dated October 5,
               2011, by and between AvWorks Aviation Corp. (f/k/a Datamill Media
               Corp.)and Colm J. King

10.8**         Engagement  Agreement  dated  October  5,  2011,  by and  between
               AvWorks  Aviation  Corp.  (f/k/a  Datamill  Media  Corp.) and Law
               Offices of David E. Wise, P.C.

10.9*          Lease Agreement dated January 24, 2006, by and between Hiatus
               Commerce Center, as lessor, and Joel Young and Young Aviation, as
               lesee

10.10*         First Addendum to Lease dated January 24, 2006, between Hiatus
               Commerce Center, as lessor, and Young Aviation LLC, as lesee
               (executed on December 10, 2010)

23.1**         Consent of Rattray & Associates, CPA

99.1**         Audited financial statements of Young Aviation, LLC as of and for
               the fiscal years ended December 31, 2010 and 2009

99.2**         Unaudited  financial  statements  of  Young  Aviation,  LLC as of
               September  30, 2011 and the nine months ended  September 30, 2011
               and 2010

99.3**         Unaudited Pro forma financial information

99.4*          Closing Schedules  related to  the closing of  the Share Exchange
               Agreement dated September 2, 2011,  by and between Datamill Media
               Corp. and Young Aviation

99.5*          Articles of  Incorporation  of Young  Aviation,  LLC dated May 6,
               2004

99.6*          Operating Agreement of Young Aviation, LLC dated June 15, 2004.

99.7*          Amendment to  Operating  Agreement of  Young Aviation, LLC  dated
               August 15, 2011

----------


* Filed herewith ** Previously filed.
(1) Incorporated by reference to Exhibit 3.1 to the Company's Form S-1 registration statement (Registration No. 333-172010).
(2) Incorporated by reference to Exhibit 3 (i) to the Company's Current Report on Form 8-K filed with the SEC on November 30, 2011.
(3) Incorporated by reference to Exhibit 3.2 to the Company's Form S-1 registration statement (Registration No. 333-172010).
(4) Incorporated by reference to Exhibit 10.1 to the Company's Form S-1 registration statement (Registration No. 333-172010).
(5) Incorporated by reference to Exhibit 10.2 to the Company's Form S-1 registration statement (Registration No. 333-172010).

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