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| SPLI.PK > SEC Filings for SPLI.PK > Form 8-K/A on 25-Jan-2012 | All Recent SEC Filings |
25-Jan-2012
Completion of Acquisition or Disposition of Assets, Unregistered Sale of
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 . . .
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.
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.
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.
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.
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."
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.
(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
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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
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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
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