Attached files
| file | filename |
|---|---|
| 8-K/A - Vapor Group, Inc. | g5711.txt |
| EX-2.1 - Vapor Group, Inc. | ex2-1.txt |
| EX-99.5 - Vapor Group, Inc. | ex99-5.txt |
| EX-99.6 - Vapor Group, Inc. | ex99-6.txt |
| EX-10.9 - Vapor Group, Inc. | ex10-9.txt |
| EX-99.7 - Vapor Group, Inc. | ex99-7.txt |
| EX-10.10 - Vapor Group, Inc. | ex10-10.txt |
Exhibit 99.4
CLOSING SCHEDULES
The following is a list of schedules and documents that were either
delivered or reviewed by the parties to the Share Exchange Agreement dated
September 2, 2011 at or prior to the closing of the transaction. Note: This
Exhibit 99.4 was prepared by AvWorks Aviation Corp. (f/k/a Datamill Media Corp.)
on January 25, 2012.
YOUNG SCHEDULES OF YOUNG AVIATION, LLC
Schedule 1.07
Since the signing of the Share Exchange Agreement, there have been no
changes or events that would require disclosure in a separate schedule.
Schedule 1.10
The following is a list of all material contracts, agreements, debt
instruments, etc. to which Young Aviation, LLC is a party:
Share Exchange Agreement dated September 2, 2011, with Datamill Media Corp.
Amendment to Share Exchange Agreement, effective as of September 30, 2011, by
and between Young Aviation, LLC and Datamill Media Corp.
Verbal Agreement with Joel A. Young re: $25,000 loan to Young Aviation, LLC
Verbal Agreement with Olive Waite re: $31,000 loan to Young Aviation, LLC
Verbal Agreement with Rick Klein re: $6,000 loan to Young Aviation, LLC
Lease Agreement dated January 24, 2006, by and between Hiatus Commerce Center
and Joel Young and Young Aviation, LLC
First Addendum to Lease Dated January 24, 2006, between Hiatus Commerce Center
and Young Aviation, LLC, executed on December 10, 2010
Schedule 1.13
Young Aviation, LLC has the following licenses, franchises, permits and
other governmental authorizations:
Young Aviation is accredited to FAA Advisory Circular AC 00-56 and TAC 2000
as a result of having successfully completed the TAC 2000 quality control
accreditation process under FAA Advisory Circular 00-56. In addition, we are a
registered U.S. G.S.A government contractor.
The Company has been accredited to FAA Advisory Circular AC 00-56 and TAC
2000 for over three years. The annual cost of renewal is $1,500 each May and the
most recent renewal was May of 2011.
The GSA connects federal purchasers with the most cost-effective and
high-quality commercial products and services. The Federal Acquisition
Regulation (FAR) requires that federal contractors register in the Central
Contractor Registration (CCR) database prior to award of any contract or
purchase agreement with the federal government in most procurement situations.
All GSA schedule contractors are required to be registered in CCR before award
and throughout the life of the contract. Many federal agencies initially use the
CCR database to find potential sources for supplies and services.
The Company's annual cost of being a registered U.S. G.S.A. government
contractor is approximately $1,000, consisting of related literature necessary
to remain informed and knowledgeable.
Schedule 1.16
Set forth below is a description of every contract, agreement or
arrangement between Young Aviation and any predecessor and any person who was at
the time of such contract, agreement or arrangement an officer, director or
beneficial owner of 5% or more of the issued and outstanding Units of Young
Aviation and which are to be performed in whole or in part after the date of the
Share Exchange Agreement:
Verbal Agreement with Joel A. Young re: $25,000 loan to Young Aviation, LLC
Young has made no commitments to lend funds to any affiliated person. Aside
from those commitments described above, Young has no commitment to borrow money
from any affiliated person.
Schedule 1.17(a)
Attached hereto are complete and correct copies of the Articles of
Organization, Operating Agreements and amendments thereto in effect as of the
date of the Share Exchange Agreement:
Articles of Organization
Operating Agreement
Amendment No. 1 to Operating Agreement
Schedule 1.17(b) and (c)
Young Aviation provided Datamill Media Corp.'s representatives with access
to its minute book, but did not deliver copies of minutes or resolutions to
Datamill's representatives.
2
Schedule 1.17(d)
List of Members of Young Aviation, LLC
and
Schedule of Assignments of Members Interests in Young Aviation, LLC
At the closing of the Share Exchange Agreement, executed assignments from the 10
members of Young Aviation, LLC were delivered to Datamill Media Corp., to wit:
Certificate No. Assigned Name of Member Units Assigned
------------------------ -------------- --------------
001 Joel A. Young 82,500,000
002 Olive Waite 250,000
003 Rick Klein 60,000
004 Marvin Larry Goldman 25,000
005 Justin Young 10,000
006 Priscilla Carswell Young 20,000
007 Carlita Brown 5,000
008 Lynse Sutter 100,000
009 Steven Mosley 10,000
010 Estrellita Nyland 50,000
Total Assigned Units 83,030,000
Schedule 1.17(e)
Young Aviation, LLC's Federal Tax Identification Number is 20-1106849
Immediately following the execution of the Share Exchange Agreement, Young
Aviation, LLC provided Datamill Media Corp.'s representatives access to all of
Young Aviation's income tax and franchise tax reports, but we did not deliver
those documents to Datamill Media Corp.
Schedule 1.17(f)
Not applicable.
Schedule 1.17(g)
Not applicable.
In addition, Young Aviation, LLC provided Datamill Media Corp. with the
following documents:
1. Young Aviation, LLC Transactions by Account as of September 30, 2011
YOUNG AVIATION LLC
Transactions by Account
As of September 30, 2011
Original Paid
Type Date Num Name Memo Class Clr Split Amount Amount Balance
---- ---- --- ---- ---- ----- --- ----- ------ ------ -------
Loan to Shareholder 20,138.00
Total Loan to Shareholder 20,138.00
----------
TOTAL 20,138.00
==========
Original Paid
Type Date Num Name Memo Class Clr Split Amount Amount Balance
---- ---- --- ---- ---- ----- --- ----- ------ ------ -------
Investor Loan-Olive Waite 25,000.00
Total Investor Loan-Olive Waite 25,000.00
----------
TOTAL 25,000.00
==========
Original Paid
Type Date Num Name Memo Class Clr Split Amount Amount Balance
---- ---- --- ---- ---- ----- --- ----- ------ ------ -------
Investor Loan-Rick Klien 6,000.00
Total Investor Loan-Rick Klien 6,000.00
----------
TOTAL 6,000.00
==========
Original Paid
Type Date Num Name Memo Class Clr Split Amount Amount Balance
---- ---- --- ---- ---- ----- --- ----- ------ ------ -------
Capital One CC 4,397.79
Total Capital One CC 4,397.79
----------
TOTAL 4,397.79
==========
Original Paid
Type Date Num Name Memo Class Clr Split Amount Amount Balance
---- ---- --- ---- ---- ----- --- ----- ------ ------ -------
Sales tax payable 1,592.98
Total Sales tax payable 1,592.98
----------
TOTAL 1,592.98
==========
3
2. Young Aviation, LLC Financial Statements (2010 and 2009 fiscal years)
YOUNG AVIATION FINANCIAL STATEMENTS
Balance Sheets as of December 31, 2010 and 2009 F-2
Statements of Operations and Comprehensive Income for the Years Ended
December 31, 2010 and 2009 F-3
Statement of Members' Equity for period from December 31, 2008 to
December 31, 2010 F-4
Statements of Cash Flows for the Years Ended December 31, 2010 and 2009 F-5
YOUNG AVIATION LLC
BALANCE SHEETS
As At December 31,
2010 2009
-------- --------
ASSETS
CURRENT ASSETS:
Cash $ 7,083 $ 21
Accounts receivable 2,585 --
Other current assets 1,431 1,431
-------- --------
TOTAL CURRENT ASSETS 11,099 1,452
-------- --------
Property and equipment, net 7,000 9,000
Loan to members 24,920 25,000
-------- --------
TOTAL ASSETS $ 43,019 $ 35,452
======== ========
LIABILITIES AND NET ASSETS
CURRENT LIABILITIES:
Accounts payable $ 14,670 $ 21,095
Other accounts payable 2,000 --
Loans payable - members 31,000 31,000
-------- --------
TOTAL CURRENT LIABILITIES 47,670 52,095
-------- --------
TOTAL LIABILITIES 47,670 52,095
-------- --------
MEMBERS' EQUITY:
Members' contribution 100 100
Retained earnings (4,751) (16,743)
-------- --------
Net members equity/(deficit) (4,651) (16,643)
-------- --------
TOTAL LIABILITIES AND EQUITY $ 43,019 $ 35,452
======== ========
F-2
YOUNG AVIATION LLC
STATEMENT OF OPERATIONS
For the Years Ended December 31,
2010 2009
-------- --------
REVENUES $557,828 $356,526
-------- --------
Cost of Sales 378,984 208,455
-------- --------
Gross profit 178,844 148,071
EXPENSES:
Selling, general and administrative 139,555 101,906
Interest expense 11,542 2,845
Depreciation and amortization 2,000 1,000
Bad Debt -- 5,320
-------- --------
TOTAL EXPENSES 153,097 111,071
-------- --------
Surplus/(Loss) from operations 25,747 37,000
Interest Income 3 11
Distribution -- --
-------- --------
NET PROFIT $ 25,750 $ 37,011
======== ========
F-3
YOUNG AVIATION LLC
Statements of Members' Equity
Members Additional
Contribution Paid-in Accumulated
Amount Contribution Deficit Total
------ ------------ ------- -----
Beginning balance, January 1, 2009 $ 100 $ -- $(20,564) $(20,464)
Net Profit, year ended December 31, 2009 37,011 37,011
Distribution (33,190) (33,190)
-------- -------- -------- --------
BALANCE DECEMBER 31, 2009 100 -- (16,743) (16,643)
-------- -------- -------- --------
Net Profit, year ended December 31, 2010 25,750 25,750
Distribution (13,758) (13,758)
-------- -------- -------- --------
BALANCE DECEMBER 31, 2010 $ 100 $ -- $ (4,751) $ (4,651)
======== ======== ======== ========
F-4
YOUNG AVIATION LLC
STATEMENT OF CASH FLOWS
For the Years Ended December 31,
2010 2009
-------- --------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net profit $ 25,750 $ 37,011
Adjustments to reconcile increase(decrease) in net
assets to cash provided by operating activities:
Depreciation 2,000 1,000
Changes in operating assets and liabilities:
(Increase) in prepaid expenses (2,585) --
(Decrease)/increase in accounts payable (6,425) 19,772
Increase in amounts due from related parties 2,000 --
-------- --------
NET CASH PROVIDED BY OPERATING ACTIVITIES 20,740 57,783
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment -- (10,000)
Member distributions (13,758) (33,190)
-------- --------
NET (CASH USED) IN INVESTING ACTIVITIES (13,758) (43,190)
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Increase in loan from director 80 (15,000)
Increase in shareholders' equity -- 10,000
-------- --------
NET CASH USED IN PROVIDED BY FINANCING ACTIVITIES 80 (5,000)
-------- --------
INCREASE IN CASH 7,062 9,593
CASH - BEGINNING OF YEAR 21 (9,572)
-------- --------
CASH - END OF YEAR $ 7,083 $ 21
======== ========
F-5
3. 2. Young Aviation, LLC Financial Statements (January 1, 2011 through
June 30, 2011)
YOUNG AVIATION FINANCIAL STATEMENTS
Balance Sheet as of June 30, 2011 F-2
Statements of Operations for the Six Month Period Ended June 30, 2011 F-3
Condensed Consolidated Statements of Members' Equity F-3
Statement of Cash Flow for the Six Months Ended June 30, 2011 F-4
YOUNG AVIATION, LLC
BALANCE SHEET
At June 30, 2011
ASSETS
CURRENT ASSETS
Cash $ 100
Inventory 27,705
Accounts receivable 3,277
Other current assets 1,431
-------
TOTAL CURRENT ASSETS 32,513
-------
Property and equipment, net 6,000
Advances receivable - member 24,920
-------
TOTAL ASSETS $63,433
=======
LIABILITIES AND NET ASSETS
CURRENT LIABILITIES
Accounts payable $18,769
Other accounts payable 1,158
Loans payable - member 31,000
-------
TOTAL CURRENT LIABILITIES 50,927
-------
TOTAL LIABILITIES 50,927
-------
MEMBERS' EQUITY
Members' contribution 100
Retained earnings 12,406
-------
NET MEMBERS' EQUITY 12,506
-------
TOTAL LIABILITIES AND NET ASSETS $63,433
=======
F-2
YOUNG AVIATION, LLC
STATEMENT OF OPERATIONS
For the Six Months Ended June 30, 2011
Sales $76,144
Cost of Sales 40,432
-------
Gross Profit 35,712
EXPENSES
Selling, general and adminitrative 33,418
Interest expense --
Depreciation 360
Bad debt 730
-------
TOTAL EXPENSES 34,508
-------
Surplus from operations 1,204
-------
NET PROFIT $ 1,204
=======
F-3
YOUNG AVIATION LLC
Condensed Consolidated Statement of Members' Equity
Member Additional Accumulated
Contribution Contribution Deficit Total
------------ ------------ ------- -----
BALANCE DECEMBER 31, 2010 $ 100 $ -- $ (4,751) $ (4,651)
-------- -------- -------- --------
Members' distribution 15,953 15,953
Net loss, six months ended June 30, 2011 1,204 1,204
-------- -------- -------- --------
BALANCE JUNE 30, 2011 $ 100 $ -- $ 12,406 $ 12,506
======== ======== ======== ========
F-4
YOUNG AVIATION, LLC
STATEMENT OF CASH FLOWS
For the Six Months Ended June 30, 2011
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ 1,204
Adjustments to reconcile increase(decrease) in net assets
to cash provided by operating activities:
Depreciation 1,000
Changes in operating assets and liabilities:
(Increase) in inventory (27,705)
(Increase) in other accounts receivable (692)
(Decrease) in accounts payables (842)
Increase in other payables 4,099
Increase in accrued interest payable --
--------
NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES (22,935)
--------
CASH FLOWS FROM INVESTING ACTIVITIES:
Member distribution 15,953
--------
NET (CASH USED) IN INVESTING ACTIVITIES 15,953
--------
CASH FLOWS FROM FINANCING ACTIVITIES:
Decrease/(increase) in loans to members --
--------
NET CASH USED IN PROVIDED BY FINANCING ACTIVITIES --
--------
(DECREASE) INCREASE IN CASH (6,983)
CASH - BEGINNING OF PERIOD 7,083
--------
CASH - END OF YEAR $ 100
========
F-5
COMPANY SCHEDULES OF DATAMILL MEDIA CORP.
Schedule 2.07
Since the signing of the Share Exchange Agreement, there have been no
changes or events that would require disclosure in a separate schedule.
Schedule 2.10
The following is a list of all material contracts, agreements, debt
instruments, etc. to which Datamill Media Corp. is a party:
Share Exchange Agreement dated September 2, 2011, with Young Aviation, LLC
Amendment to Share Exchange Agreement, effective as of September 30, 2011, by
and between Young Aviation and Datamill Media Corp.
Promissory Note dated January 5, 2011, payable to Jablonski Family, LLLP (this
document was filed as Exhibit 10.1 to Datamill's Amendment No. 3 to Form S-1
registration statement filed on April 15, 2011)
Security and Pledge Agreement dated January 4, 2011, between Vincent Beatty and
Jablonski Family, LLLP (this document was filed as Exhibit 10.2 to Datamill's
Amendment No. 3 to Form S-1 registration statement filed on April 15, 2011)
Schedule 2.13
Not applicable.
Schedule 2.16
Set forth below is a description of every contract, agreement or
arrangement between Datamill Media Corp. and any predecessor and any person who
was at the time of such contract, agreement or arrangement an officer, director
or beneficial owner of 5% or more of the issued and outstanding shares of common
stock and which are to be performed in whole or in part after the date of the
Share Exchange Agreement:
Not applicable.
Datamill Media Corp. has made no commitments to lend funds to any
affiliated person. Aside from those commitments described above, Datamill Media
Corp. has no commitment to borrow money from any affiliated person.
Schedule 2.17(a)
List of Shareholders of Datamill Media Corp.
Datamill provided representatives of Young Aviation with access to the
shareholders list, but did not allow them to take the list with them.
4
Schedule 2.17(b)
Datamill Media Corp.'s Federal Tax Identification Number is 98-0427526
Schedule 2.17(c)
Copies of Datamill Media Corp.'s Articles of Incorporation and Bylaws and
all amendments thereto are contained in Datamill's Form S-1 registration
statement filed with the SEC on February 2, 2011. Pursuant to Section 2.05, we
have disclosed in writing all of Datamill's SEC EDGAR filings.
In addition, Datamill Media Corp. provided Young Aviation, LLC with
Datamill's balance sheet as of June 30, 2011 and at closing.
DATAMILL
Balance Sheet
6/30/11 / Closing
At
06/30/11 Closing
---------- ----------
ASSETS
CURRENT ASSETS
CHECKING/SAVINGS
Cash 10,753 0
---------- ----------
TOTAL CURRENT ASSETS 10,753 0
---------- ----------
TOTAL ASSETS 10,753 0
========== ==========
LIABILITIES & EQUITY
LIABILITIES
Accounts payable 11,758 4,780 old A/P
Accrued expenses 0 0
Due to related party - officer 36,686 0
Due to related party 0 0
Due to former related party 0 0
Advances payable 0 0
Notes payable 0 20,000 Jablonski N/P
---------- ----------
TOTAL CURRENT LIABILITIES 48,444 24,780
---------- ----------
TOTAL LIABILITIES 48,444 24,780
---------- ----------
DEFICIT
Common Stock 15,325 250,000
APIC 1,173,341 938,666
Accum deficit (102,520) (102,520)
Accum deficit during dev stage (1,137,293) (1,110,926)
Net Loss 13,456 0
---------- ----------
TOTAL DEFICIT (37,691) (24,780)
---------- ----------
TOTAL LIABILITIES & DEFICIT 10,753 0
---------- ----------
DataMill A/P
At
Vendor Closing
------ ----------
Broadridge $ 120.00
CFO Oncall 3,770.00
Issuer Direct 540.00
Vintage Filings 350.00
----------
$ 4,780.00
==========