As filed with the Securities and Exchange Commission on March 26, 2012
File No. 333-______
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
AVWORKS AVIATION CORP.
(Exact name of registrant as specified in its charter)
Nevada 98-0427526
(State of Incorporation) (I.R.S. Employer Identification No.)
4700 Hiatus Road, Suite 252, Sunrise, Florida 33351
(Address of Principal Executive Offices) (Zip Code)
AvWorks Aviation Corp. (formerly known as Datamil Media Corp.)
2011 Employee and Consultant Stock Incentive Plan
(Full title of the plan)
Joel A. Young
President and Chief Executive Officer
4700 Hiatus Road, Suite 252
Sunrise, Florida 33351
(Name and address of agent for service)
(954) 749-0484
(Telephone number, including area code, of agent for service)
Copies to:
Clifford J. Hunt, Esq.
Law Offices of Clifford J. Hunt, P.A.
8200 Seminole Boulevard
Seminole, Florida 33772
(727) 471-0444 telephone
(727) 471-0447 facsimile
Email: cjh@huntlawgrp.com
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a small reporting company. See
the definitions of "large accelerated filer", "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting company [X]
(Do not check if a smaller reporting company)
CALCULATION OF REGISTRATION FEE
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Proposed maximum Proposed maximum
Title of each class of Amount to be offering price aggregate Amount of
securities to be registered registered per share (1) offering price registration fee
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Common Stock, $0.001 par value 12,000,000 Shares (1) $ .015 $180,000.00 $20.63
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Total 12,000,000 Shares $ .015 $180,000.00 $20.63
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(1) Pursuant to Rule 457 (c) of the Securities Act of 1933, as amended, the
registration fee is calculated on the basis of the average of the closing
bid and ask prices for the Common Stock as quoted on the OTC Bulletin Board
at the close of trading on March 21, 2012.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information specified in Part I of this
Registration Statement will be provided to employees as specified under Rule 428
of the Securities Act of 1933, as amended ("Securities Act"). Such documents
need not be filed with the Securities and Exchange Commission ("Commission")
either as part of this Registration Statement or as prospectuses or prospectus
supplements pursuant to Rule 424. These documents and the documents incorporated
by reference in this Registration Statement pursuant to Item 3 of Part II of
this Registration Statement taken together constitute a prospectus that meets
the requirements of Section 10(a) of the Securities Act.
ITEM 1. PLAN INFORMATION.
Not applicable.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
Not applicable.
PART II.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed by AvWorks Aviation Corp. (formerly known as
Datamill Media Corp.) ("Company") with the Commission under the Securities
Exchange Act of 1934, as amended ("Exchange Act") are hereby incorporated by
reference in this Registration Statement:
* The Registrant's Current Report on Form 8-K/A filed with the
Commission on October 4, 2011, which contains Exhibit 3.1.1 setting
forth a description of the Registrant's Common Stock, the class of
securities contained in this Registration Statement and the audited
financial statements for the years ended December 31, 2010 and 2009.
* The Quarterly Report for the period ended March 31, 2011, and filed
with the Commission on May 16, 2011.
* The Quarterly Report for the period ended June 30, 2011, and filed
with the Commission on August 11, 2011.
* Amendment No. 1 to the Quarterly Report for the period ended June 30,
2011, such amendment having been filed with the Commission on
September 1, 2011.
* The Quarterly Report for the period ended September 30, 2011, and
filed with the Commission on November 14, 2011.
* Amendment No. 1 to the Quarterly Report for the period ended September
30, 2011, such amendment having been filed with the Commission on
November 17, 2011.
* Amendment No. 2 to the Quarterly Report for the period ended September
30, 2011, such amendment having been filed with the Commission on
December 16, 2011.
* Current Reports on Form 8-K filed with the Commission on June 23,
2011, September 2, 2011, November 25, 2011, November 30, 2011, and
December 19, 2011.
* Amendments to Current Reports on Form 8-K filed with the Commission on
August 12, 2011, October 4, 2011, November 25, 2011, November 29,
2011, December 21, 2011, and January 25, 2012.
In addition, all documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
a post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference into this registration statement and to be a
part hereof from the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Under our Articles of Incorporation and Bylaws, we may indemnify an officer
or director who is made a party to any proceeding, including a lawsuit, because
of his or her position, if he or she acted in good faith and in a manner he or
she reasonably believed to be in our best interest. We may advance expenses
incurred in defending a proceeding. To the extent that the officer or director
is successful on the merits in a proceeding as to which he or she is to be
indemnified, we must indemnify him or her against expenses incurred, including
attorney's fees. With respect to a derivative action, indemnity may be made only
for expenses actually and reasonably incurred in defending the proceeding and if
the officer or director is judged liable only by a court order. The
indemnification is intended to be to the fullest extent permitted by the laws of
the State of Nevada. entitle any present and future director or executive
officer to be indemnified and held harmless from any action, suite or
proceeding, whether civil, criminal, administrative or investigative, by reason
of the fact that he, or a person of whom he is the legal representative, is or
was a director or officer of the corporation, to the fullest extent legally
permissible under the laws of the State of Nevada.
It is the position of the Securities and Exchange Commission ("Commission")
that indemnification against liabilities for violations under the federal
securities laws, rules and regulations is against public policy. See paragraph
(c) of Item 9 below.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
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ITEM 8. EXHIBITS.
4.1 AvWorks Aviation Corp. (formerly known as Datamill Media Corp.) 2011
Employee and Consultant Stock Incentive Plan
5.1 Opinion of Clifford J. Hunt, Esq.
23.1 Consent of Harris F. Rattray, CPA
23.2 Consent of Clifford J. Hunt, Esq. (included in Exhibit 5.1).
ITEM 9. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) to include any prospectus required by Section 10(a) (3) of the
Securities Act;
(ii) to reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or
in the aggregate, represent a fundamental change in the
information set forth in the registration statement.
Notwithstanding the foregoing, any increase or decrease in volume
of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no more than 20 percent
change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective
registration statement; and
(iii) to include any material information with respect to the plan of
distribution not previously disclosed in this registration
statement or any material change to such information in the
registration statement.
PROVIDED, HOWEVER, that paragraphs (a) (1) (i) and (a) (1) (ii) do not
apply if the registration statement is on Form S-8, and the information
required to be included in a post-effective amendment by those paragraphs
is contained in reports filed with or furnished to the Commission by the
registrant pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the registration
statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered
therein, and the offering of such securities at the time shall be
deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
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(c) Insofar as indemnification for liabilities arising under the 1933 Act, as
amended, may be permitted to directors, officers or controlling persons of the
Company pursuant to the foregoing provisions or otherwise, the Company has been
advised that, in the opinion of the Securities and Exchange Commission, such
indemnification is against public policy as expressed in the 1933 Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Company of expenses incurred or
paid by a director, officer or controlling person of the Company in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Company will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question of whether such indemnification by it is against
public policy as expressed in the 1933 Act and will be governed by the final
adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Sunrise, State of Florida on the date written below.
AvWorks Aviation Corp.
By: /s/ Joel A. Young
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Joel A. Young
President and Chief Executive Officer
Date: March 26, 2012
In accordance with the requirements of the Securities Act of 1933, as
amended, this Registration Statement on Form S-8 has been signed below by the
following persons in the capacities and on the dates indicated.
Signature Title Date
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/s/ Joel A. Young President March 26, 2012
------------------------------- Chief Executive Officer
Joel A. Young (Principal Executive Officer)
Chief Financial Officer
(Principal Financial and
Accounting Officer)
Director
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