EXHIBIT 99.1
Page
Number
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INDEX TO AUDITED FINANCIAL STATEMENTS F-1
Report of Independent Registered Public Accounting Firm F-2
Balance Sheets as of December 31, 2010 and 2009 F-3
Statements of Operations and Comprehensive Income for the
Years Ended December 31, 2010 and 2009 F-4
Statement of Members' Equity for period from December 31, 2008
to December 31, 2010 F-5
Statements of Cash Flows for the Years Ended December 31, 2010
and 2009 F-6
Notes to Financial Statements F-7
F-1
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors of
Young Aviation, LLC
Sunrise, Florida
I have audited the accompanying balance sheets of Young Aviation, LLC as of
December 31, 2010 and 2009, and the related statements of operations, members'
equity, and cash flows for the years ended December 31, 2010 and 2009. These
financial statements are the responsibility of the Company's management. My
responsibility is to express an opinion on these financial statements based on
my audits.
I conducted my audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that I plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. The Company is not required to
have, nor was I engaged to perform an audit of its internal control over
financial reporting. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements, assessing
the accounting principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation. I believe that
my audits provide a reasonable basis for my opinion.
In my opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Young Aviation, LLC as of December
31, 2010 and 2009, and the results of its operations and its cash flows for the
years ended December 31, 2010 and 2009, in conformity with U.S. generally
accepted accounting principles.
/s/ Harris F. Rattray, CPA
--------------------------------------------
Harris F. Rattray, CPA
Pembroke Pines, Florida
November 22, 2011
F-2
YOUNG AVIATION LLC
BALANCE SHEET
December 31,
---------------------------
2010 2009
-------- --------
ASSETS
Current assets
Cash $ 7,083 $ --
Accounts receivable 2,585 --
Advances receivable - related party 24,920 25,000
Other current assets 1,431 1,431
-------- --------
Total current assets 36,019 26,431
Property and equipment, net 7,000 9,000
-------- --------
Total assets $ 43,019 $ 35,431
======== ========
LIABILITIES AND MEMBERS EQUITY (DEFICIT)
Current liabilities
Accounts payable $ 671 $ --
Loans payable - shareholders 31,000 31,000
Other current liabilities 10,470 21,074
-------- --------
Total current liabilities 42,141 52,074
-------- --------
Total liabilities 42,141 52,074
-------- --------
Members' equity (deficit)
Members' equity 100 100
Retained earnings (deficit) 778 (16,743)
-------- --------
Net members equity (deficit) 878 (16,643)
-------- --------
Total liabilities and members' equity (deficit) $ 43,019 $ 35,431
======== ========
The accompanying notes are an integral part of these financial statements
F-3
YOUNG AVIATION, LLC
STATEMENTS OF OPERATIONS
For the Year Ended December 31,
-------------------------------
2010 2009
---------- ----------
Sales $ 551,426 $ 356,526
Cost of Sales 383,997 208,455
---------- ----------
Gross profit 167,429 148,071
---------- ----------
Operating expenses
Selling and marketing expenses 4,016 10,009
General and administrative expenses 111,100 98,217
---------- ----------
Total operating expenses 115,116 108,226
---------- ----------
Income from operations 52,313 39,845
---------- ----------
Other Income (expense)
Interest income 3 11
Interest expense (18,614) (2,845)
---------- ----------
Total other income (expense) (18,611) (2,834)
---------- ----------
Net income $ 33,702 $ 37,011
========== ==========
The accompanying notes are an integral part of these financial statements
F-4
YOUNG AVIATION, LLC
STATEMENTS OF MEMBERS' EQUITY (DEFICIT)
For the Years Ended December 31, 2010 and 2009
Members Accumulated Members'
Contribution Earnings Equity
Amount (Deficit) (Deficit)
-------- -------- --------
Balance, December 31, 2008 $ 100 $(20,564) $(20,464)
Net income for the year -- 37,011 37,011
Distributions -- (33,190) (33,190)
-------- -------- --------
Balance, December 31, 2009 100 (16,743) (16,643)
Net income for the year -- 33,702 33,702
Distributions -- (16,181) (16,181)
-------- -------- --------
Balance, December 31, 2010 $ 100 $ 778 $ 878
======== ======== ========
The accompanying notes are an integral part of these financial statements
F-5
YOUNG AVIATION, LLC
STATEMENTS OF CASH FLOWS
For the Year Ended December 31,
-------------------------------
2010 2009
-------- --------
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ 33,702 $ 37,011
Adjustments to reconcile change in net assets
to cash provided by operating activities
Depreciation 2,000 1,000
Changes in operating assets and liabilities
Increase in accounts receivable (2,585) --
Increase in accounts payable 671 --
Increase in accrued interest payable 1,550 1,050
Increase in other current liabilities 1,574 4,972
-------- --------
Net cash provided by operating activities 36,912 44,033
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of property and equipment -- (10,000)
-------- --------
Net cash used in investing activities -- (10,000)
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES
Member distributions (16,180) (33,190)
(Increase) decrease in advances receivable - related party 80 (15,000)
Proceeds from loans payable - shareholders -- 10,000
-------- --------
Net cash used in financing activities (16,100) (38,190)
-------- --------
Net increase (decrease) in cash 20,812 (4,157)
CASH - BEGINNING OF YEAR (13,729) (9,572)
-------- --------
CASH - END OF YEAR $ 7,083 $(13,729)
======== ========
The accompanying notes are an integral part of these financial statements
F-6
YOUNG AVIATION, LLC
NOTES TO THE FINANCIAL STATEMENTS
For the Year Ended December 31, 2010 and 2009
Note 1. Description of Business:
Young Aviation, LLC (" Young Aviation" or the "Company"), a privately held,
minority-owned Florida limited liability company located in Sunrise, Florida, is
a diversified broker and supplier of parts, products and services to the
aviation and aerospace markets. The Company services a broad range of clients
such as aircraft leasing companies, major airlines, repair stations, fixed-base
operators ("FBO's"), leasing companies and after market suppliers.
Founded in 2004, Young Aviation, LLC was organized in the state of Florida on
May 10, 20044 The Company services a broad range of commercial and military
clients such as aircraft leasing companies, major airlines, repair stations,
leasing companies and after market suppliers.
We are accredited to FAA Advisory Circular AC 00-56 and TAC2000. We are a
registered U.S. GSA government contractor.
Young Aviation operates in the AVIATION SUPPLY CHAIN industry.
The Company supplies replacement parts for airlines and maintenance
organizations in support of companies such as Airbus, Boeing (we are a
Boeing-approved supplier), Bombardier, Douglas, and Embraer aircraft, and OEM's
(original equipment manufacturer) such as MOOG and L3 Communications.
In order to provide working capital, Young Aviation borrowed an aggregate amount
of $31,000 from investors during the period April 2007 to present.
In September of 2011, in an additional effort to raise working capital, the
Company Conducted a private offering. On October 1st and 2nd of 2011, the
Company raised an aggregate of $22,000 through its offering for 440,000 shares
at $.05 per share.
On September 2, 2011, the Company entered into a Share Exchange Agreement with
Datamill Media, Corp, a Florida corporation ("Datamill") located in Hillsboro
Beach, Florida. As a condition of the Share Exchange Agreement, on September 19,
2011, Datamill 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. The Share Exchange
Agreement was amended effective September 30, 2011.
Prior to the closing of the Share Exchange Agreement, Datamill 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, Datamill's
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 their transfer agent.
On October 3, 2011, Datamill acquired 100% of our member's interests,
pursuant to the Share Exchange Agreement in exchange for the issuance by
Datamill of 166,060,000 shares of restricted common stock ("Shares"). Following
the closing of the Share Exchange Agreement, Datamill had 252,310,000 shares of
common stock issued and outstanding. Young Aviation became a wholly-owned
subsidiary of Datamill. The Shares were issued to Ten individuals with the
majority share (165,000,000 shares) issued to Joel A. Young, who is now the
President and Chief Executive Officer and our sole Director of the surviving
entity. None of our members had any prior relationship or affiliation with
Datamill.
Note 2. Summary of Significant Accounting Policies:
This summary of significant accounting policies is provided to assist the reader
in understanding the Company's financial statements. The financial statements
and notes thereto are representations of the Company's management. The Company's
management is responsible for their integrity and objectivity. These accounting
policies conform to accounting principles generally accepted in the United
States of America and have been consistently applied in the preparation of the
financial statements.
F-7
YOUNG AVIATION, LLC
NOTES TO THE FINANCIAL STATEMENTS
For the Year Ended December 31, 2010 and 2009
Note 2. Summary of Significant Accounting Policies: (continued)
Basis of Presentation - The accompanying financial statements have been prepared
in accordance with accounting principles generally accepted in the United States
of America for complete financial statements.
Accounts Receivable - The Company's accounts receivable are unsecured and the
Company is at risk to the extent such amounts become uncollectible. Management
continually monitors accounts receivable balances and provides for an allowance
for doubtful accounts at the time collection becomes questionable based on
payment history or age of the receivable. The Company sells products and
services and generally factors the receivable amount on terms of immediately
receiving 80% of the invoice amount from the factor upon shipment and the
remaining 20% upon collection by the factor from the customer. The Company is
charged financing fees on late payments and a nominal factoring fee by the
factor. Accounts receivable are charged to the allowance for bad debts when the
Company has exhausted all reasonable means of collection. At December 31, 2010,
management deemed that all accounts receivable were fully collectible and that
no bad debt reserve was required.
Property and Equipment - Property and equipment are stated at historical cost,
which consists of the net book value of the assets carried on the prior
company's books. Depreciation is computed over the estimated useful lives of the
assets using the straight-line method generally over a 3 to 5-year period.
Leasehold improvements will be amortized on the straight-line method over the
life of the related lease. Expenditures for ordinary maintenance and repairs are
charged to expense as incurred. Upon retirement or disposal of assets, the cost
and accumulated depreciation are eliminated from the account and any gain or
loss is reflected in the statement of operations. Depreciation expense for
property and equipment is recorded as either cost of goods sold or general and
administrative expense, depending on the use of the assets.
Impairment of Long Lived Assets - The Company evaluates its long-lived assets
for impairment, in accordance with FASB ASC 360-10, when events or changes in
circumstances indicate that the related carrying amount may not be recoverable.
Impairment is considered to exist if the total estimated future cash flow on an
undiscounted basis is less than the carrying amount of the related assets. An
impairment loss is measured and recorded based on the discounted estimated
future cash flows. Changes in significant assumptions underlying future cash
flow estimates or fair values of assets may have a material effect on the
Company's financial position and results of operations. No such impairment was
indicated at December 31, 2010.
Shipping and Handling Costs - The Company includes shipping and handling costs
that are billed to our customers in revenue and the actual costs incurred for
shipping and handling are included in costs of goods sold in accordance with the
provisions of FASB ASC 605-45-45-20. The related costs are considered necessary
to complete the revenue cycle.
Revenue Recognition - The Company recognizes revenue from product sales when
persuasive evidence of an arrangement exists, shipment has occurred, the
seller's price to the buyer is fixed or determinable and collectability is
reasonably assured.
F-8
YOUNG AVIATION, LLC
NOTES TO THE FINANCIAL STATEMENTS
For the Year Ended December 31, 2010 and 2009
Note 2. Summary of Significant Accounting Policies: (continued)
Selling and Marketing Expenses - Selling and marketing expenses are expensed as
incurred. These expenses were $4,016 and $10,009, respectively, for the years
ended December 31, 2010 and 2009 and consisted of the following:
2010 2009
-------- --------
Advertising fees $ 265 $ 779
Promotional travel 2,646 2,464
Marketing recruitment and materials 1,105 6,766
-------- --------
Total Selling and Marketing Expenses $ 4,016 $ 10,009
======== ========
General and Administrative Expenses - General and administrative expenses are
expensed as incurred. These expenses were $111,100 and $98,217, respectively,
for the years ended December 31, 2010 and 2009 and consisted of the following:
2010 2009
-------- --------
Depreciation and amortization $ 2,000 $ 1,000
Computer and internet 17,458 14,501
Insurance 1,453 1,204
Licenses and permits 2,213 2,028
Payroll and compensation 21,786 912
Accounting fees 1,543 680
Legal fees 3,597 --
Consulting and contracting fees 18,018 48,300
Rent and occupancy expenses 11,044 9,015
Factoring fees 9,688 --
Travel expenses 2,781 1,762
Office and administrative expenses 19,519 13,495
Bad debt expense -- 5,320
-------- --------
Total General & Administrative Expenses $111,100 $ 98,217
======== ========
Concentrations of Credit Risk - Credit risk represents the accounting loss that
would be recognized at the reporting date if counterparties failed completely to
perform as contracted. Concentrations of credit risk (whether on or off balance
sheet) that arise from financial instruments exist for groups of customers or
counterparties when they have similar economic characteristics that would cause
their ability to meet contractual obligations to be similarly affected by
changes in economic or other conditions.
The Company has a diverse customer base, but is currently dependent on four
customers. Over the past three years, one of the four customers has accounted
for approximately 65% of the Company's sales revenue and the additional three
customers have accounted for approximately 25% of the sales revenue during the
same timeframe. A loss of the largest major customer could result in a material
adverse effect on our business, results of operations and financial condition.
F-9
YOUNG AVIATION, LLC
NOTES TO THE FINANCIAL STATEMENTS
For the Year Ended December 31, 2010 and 2009
Note 2. Summary of Significant Accounting Policies: (continued)
Financial instruments potentially subjecting the Company to concentrations of
credit risk consist principally of accounts receivable. As of December 31, 2010,
two customers had balances representing 32% or more of the Company's accounts
receivable.
Use of Estimates - The preparation of the financial statements in conformity
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 balance sheet and the reported amounts of revenue
and expenses during the reporting period.
Income Taxes - The Company will account for its income taxes under the
provisions of FASB-ASC-10 "Accounting for Income Taxes." This statement requires
the use of the asset and liability method of accounting for deferred income
taxes. Deferred income taxes reflect the net tax effects of temporary
differences between the carrying amounts of assets and liabilities for financial
reporting purposes and the amounts used for income tax reporting purposes, at
the applicable enacted tax rates. The Company will provide a valuation allowance
against its deferred tax assets when the future realizability of the assets is
no longer considered to be more likely than not.
The Company will account for uncertain tax positions in accordance with FASB ASC
740-10, 30 and 270, "Accounting for Uncertainty in Income Taxes." The
application of income tax law is inherently complex. As such, the Company is
required to make certain assumptions and judgments regarding its income tax
positions and the likelihood whether such tax positions would be sustained if
challenged. Interest and penalties related to uncertain tax provisions are
recorded as a component of the provision for income taxes. Interpretations and
guidance surrounding income tax laws and regulations change over time. As such,
changes in the Company's assumptions and judgments can materially affect amounts
recognized in the Company's consolidated balance sheets and statement of
operations.
Note 3. Liquidity and Operations:
The Company had net income of $33,702 and $37,011, for the years ended December
31, 2010 and 2009, respectively.
As of December 31, 2010, the Company had cash of $7,083, accounts receivable of
$2,585, advances receivable - related party of $24,920 and accounts payable of
$671. The Company is confident that it has sufficient liquidity for the next
twelve months.
F-10
YOUNG AVIATION, LLC
NOTES TO THE FINANCIAL STATEMENTS
For the Year Ended December 31, 2010 and 2009
Note 4. Balance Sheet Information:
Cash consisted of the following at December 31,
2010 2009
-------- --------
Checking account $ 2,031 $ (580)
Money Market account 5,052 (13,149)
-------- --------
Total Cash $ 7,083 $(13,729)
======== ========
The negative cash balance of $13,729 at December 31, 2009 is included in the
Other current liabilities balance on the December 31, 2009 financial statements.
Accounts receivable - The December 31, 2010 accounts receivable balance of
$2,585 consists of the remaining 20% balance due from three customers. When
products are shipped to our large customers, the invoice amounts are normally
factored with our factoring agent, Paragon Financial Group, Inc. We are
immediately advanced 80% of the amount of factored invoices with the remaining
20% paid to us when collected by our agent.
Advances receivable - related party -- During the years ended December 31, 2010
and 2009, the Company's Chief Executive Officer was advanced funds under a
verbal arrangement in the aggregate amount of $25,000 by the Company. These
advances are reflected as advances receivable - related party on the
accompanying December 31, 2010 and 2009 balance sheets in the amounts of $24,920
and $25,000, respectively, are non-interest bearing and are due to the Company
on demand.
Other current assets in the amount of $1,431 at December 31, 2010 and 2009
consists of a one month security deposit, pursuant to the terms of our lease
agreement with our landlord.
Property and equipment are stated at cost, net of accumulated depreciation.
Expenditures for maintenance and repairs are expensed as incurred; additions,
renewals and betterments are capitalized. Depreciation of property and equipment
is provided using the straight-line method with estimated lives ranging from 3
to 5 years as follows at December 31,
2010 2009
-------- --------
Furniture and fixtures $ 147 $ 147
Office equipment 165 165
Computer software 2,675 2,675
Motor vehicle 10,000 10,000
-------- --------
12,988 12,988
-------- --------
Accumulated depreciation 5,987 3,987
-------- --------
Total $ 7,000 $ 9,000
======== ========
F-11
YOUNG AVIATION, LLC
NOTES TO THE FINANCIAL STATEMENTS
For the Year Ended December 31, 2010 and 2009
Note 4. Balance Sheet Information: (continued)
Depreciation expense for the annual periods ended December 31, 2010 and 2009 was
$2,000 and $1,000, respectively, and was recorded as a general and
administrative expense. The use of our property and equipment determines if the
depreciation is recorded as cost of goods sold or as general and administrative
expenses.
Loans payable - shareholders -- The Company had two separate loans payable with
individuals under verbal arrangements at December 31,
2010 2009
-------- --------
Loan payable - first individual $ 6,000 $ 6,000
Loan payable - second individual 25,000 25,000
-------- --------
Total loans payable - shareholders $ 31,000 $ 31,000
======== ========
As of December 31, 2010, the Company had Loans payable to two separate
individuals. Subsequent to September 30, 2011, both individuals purchased shares
in the Company's private placement offering. As a result of participating in the
Company's offering, both individuals became Company shareholders. Both loans
were initiated when the individuals loaned money to the Company to be used for
working capital purposes, are unsecured and bear interest at the rate of 5%. The
aggregate amount of accrued interest on both loans is reflected as other current
liabilities in the amounts of $3,973 and $2,423, respectively, on the
accompanying December 31, 2010 and 2009 balance sheets.
On April 30, 2007, the first individual loaned the Company $6,000, at an
interest rate of 5% and no set term. The Company intends to pay the principal
and accrued interest when funds are available. The accrued interest payable
balance on this loan was $1,000 and $800, respectively, at December 31, 2010 and
2009.
On May 1, 2007, the second individual loaned the Company $5,000, an additional
$10,000 on January 31, 2008 and an additional $10,000 on December 31, 2009; all
three loans at an interest rate of 5% and no set term. The Company intends to
pay the principal and accrued interest when funds are available. The accrued
interest payable balance on this loan was $2,873 and $1,623, respectively, at
December 31, 2010 and 2009.
Other current liabilities - The Company had Other current liabilities consisting
of the following at December 31,
2010 2009
-------- --------
Accrued expenses $ 4,497 $ 4,922
Accrued interest payable 3,973 2,423
Accrued payroll taxes 2,000 --
Overdrawn cash position -- 13,729
-------- --------
Total Other current liabilities $ 10,470 $ 21,074
======== ========
Note 5. Members' Equity:
The Company's managing member and chief operating officer, Joel Young, decided
the initial value of the member's equity to be $100 when the Company was formed
on May 10, 2004.
F-12
YOUNG AVIATION, LLC
NOTES TO THE FINANCIAL STATEMENTS
For the Year Ended December 31, 2010 and 2009
Note 6. Commitments and Contingencies:
Operating Leases -- The Company has been leasing corporate offices and warehouse
facilities in Sunrise, Florida since 2006. Commencing May 23, 2011 the Company
began leasing additional warehouse space. The current lease, including the
additional warehouse space, is valid through January 31, 2013 at the monthly
charge of $1,493 and can be renewed by the parties prior to the termination.
On October 5, 2011, the Company entered into one year agreements with two
individuals for the provision of accounting, compliance and legal services. The
aggregate monthly cost for the services is $10,000 and the aggregate annual cost
for the services is $120,000.
Note 7. Related Party Transactions:
As described in Note 4, above, the Company advanced funds and holds an advance
receivable of approximately $25,000 from the President and Chief Executive
Officer of the Company, Joel Young. The advance amount is due upon request by
the Company.
Note 8. Subsequent Events:
Other than the events noted below, the Company is not aware of any subsequent
events which would require recognition or disclosure in the financial
statements.
In September of 2011, in an effort to raise working capital, the Company began
to distribute a Private Placement Offering. On October 1st and 2nd of 2011, the
Company raised an aggregate of $22,000 through its offering for 440,000 shares
at $.05 per share.
As discussed in Note 1, on September 2, 2011, the Company entered into a Share
Exchange Agreement with Datamill Media, Corp, a Florida corporation ("Datamill")
located in Hillsboro Beach, Florida. As a condition of the Share Exchange
Agreement, on September 19, 2011, Datamill 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. The Share Exchange Agreement was amended effective September 30, 2011.
Prior to the closing of the Share Exchange Agreement, Datamill 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, Datamill's
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 their transfer agent.
On October 3, 2011, Datamill acquired 100% of our member's interests, pursuant
to the Share Exchange Agreement in exchange for the issuance by Datamill of
166,060,000 shares of restricted common stock ("Shares"). Following the closing
of the Share Exchange Agreement, Datamill had 252,310,000 shares of common stock
issued and outstanding. Young Aviation became a wholly-owned subsidiary of
Datamill. The Shares were issued to Ten individuals with the majority share
(165,000,000 shares) issued to Joel A. Young, who is now the President and Chief
Executive Officer and our sole Director of the surviving entity. None of our
members had any prior relationship or affiliation with Datamill.
The Company will account for this transaction as a recapitalization of Young
Aviation, LLC, as the members of the LLC obtained a majority interest and
management control of the Company. As a recapitalization of Young Aviation, LLC,
it is considered the accounting acquirer.
F-13
YOUNG AVIATION, LLC
NOTES TO THE FINANCIAL STATEMENTS
For the Year Ended December 31, 2010 and 2009
Note 8. Subsequent Events: (continued)
The Company intends to carry on the business of Young Aviation, LLC as its sole
line of business. Young Aviation is a diversified broker and supplier of parts,
products and services to the worldwide aviation, aerospace, government and
defense 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.
On October 5, 2011, the Company entered into a one year Consulting Agreement
with Colm King to provide the Company with consulting and advisory services in
relation to the Company's accounting and compliance requirements in exchange for
5,000,000 shares of the Company's common stock and $60,000, payable at $5,000
per month. These shares have been valued at $.002 per share, the price of stock
sold in the Company's recent private placement offering, and will be recorded as
a $10,000 prepaid expense to be amortized over the term of this one year
agreement.
On October 5, 2011, the Company engaged the Law Offices of David E. Wise, P.C.
as special counsel for a term of one year to provide federal securities advice
to the Company and the preparation of required filings in exchange for 5,000,000
shares of the Company's common stock and an annual fee of $60,000, payable at
$5,000 per month. These shares have been valued at $.002 per share, the price of
stock sold in the Company's recent private placement offering, and will be
recorded as a $10,000 prepaid expense to be amortized over the term of this one
year agreement.
On October 19, 2011 (i) the Company's Board of Directors approved an amendment
to our Articles of Incorporation to change the name of the Company to "AvWorks
Aviation Corp.;" (ii) our Board of Directors set October 19, 2011, as the record
date for shareholders entitled to vote on the amendment; and (iii) the Company
received the written consent in lieu of a special meeting of shareholders from a
shareholder holding 165,000,000 shares of our Common Stock representing
approximately 62.9% of our total voting stock ("Majority Shareholder"),
approving of the Company amending the Articles of Incorporation to change the
name to "AvWorks Aviation Corp." to be effective on November 23, 2011.
F-14