Vapor Group, Inc. - FORM 10-K

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EX-21 - Vapor Group, Inc.	ex21.txt
EX-14 - Vapor Group, Inc.	ex14.txt
EX-32.2 - Vapor Group, Inc.	ex32-2.txt
EX-31.2 - Vapor Group, Inc.	ex31-2.txt
EX-32.1 - Vapor Group, Inc.	ex32-1.txt
EXCEL - IDEA: XBRL DOCUMENT - Vapor Group, Inc.	Financial_Report.xls
EX-31.1 - Vapor Group, Inc.	ex31-1.txt

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 10-K

(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934

For the fiscal year ended December 31, 2011
OR

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934

For the transition period from ____________ to ___________

Commission File Number 000-27795

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)

Registrant's telephone number, including area code: (954) 749-0484

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act:

Title of Each Class
Common Stock, $.001 par value

Indicate by check mark if the registrant is a well-known seasoned issuer as
defined in Rule 405 of the Securities Act. Yes [ ] No [X]

Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act. Yes [ ] No [X]

Indicate by check mark whether the registrant: (1) has filed all reports
required by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that he registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ]

Indicate by check mark whether the registrant has submitted electronically and
posted on its corporate Website, if any, every Interactive Data File required to
be submitted and posted pursuant to Rule 405 of Regulation S-T (Sec. 232.405 of
this chapter) during the preceding 12 months (or for such shorter period that
the registrant was required to submit or post such files). Yes [X] No [ ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S- K is not contained herein, and will not be contained, to the
best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer or a smaller reporting company. See
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]

Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Act). Yes [ ] No [X]

The aggregate market value of the voting and non-voting common equity held by
non-affiliates computed by reference to the price at which the common equity was
last sold, or the average bid and asked price of such common equity, as of the
last business day of the Registrant's most recently completed second quarter
(June 30, 2011) was approximately $306,500.

As of March 30, 2012, there were 262,037,165 shares of our common stock
outstanding.

DOCUMENTS INCORPORATED BY REFERENCE: NONE

TABLE OF CONTENTS

ITEMS PAGE
----- ----

PART I

Item 1. Business 2
Item 1A. Risk Factors 14
Item 1B. Unresolved Staff Comments 20
Item 2. Properties 20
Item 3. Legal Proceedings 20
Item 4. Mine Safety Disclosures 20

PART II

Item 5. Market For Common Equity and Related Stockholder Matters and 20
Issuer Purchases of Equity Securities
Item 6. Selected Financial Data 22
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations 22
Item 7A. Quantitative and Qualitative Disclosure About Market Risks 30
Item 8. Financial Statements and Supplementary Data 30
Item 9. Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure 31
Item 9A. Controls and Procedures 32
Item 9B. Other Information 33

PART III

Item 10. Directors, Executive Officers and Corporate Governance 33
Item 11. Executive Compensation 36
Item 12. Security Ownership of Certain Beneficial Owners and Management
and Related Stockholder Matters 37
Item 13 Certain Relationships and Related Transactions, and Director
Independence 38
Item 14. Principal Accounting Fees and Services 38

PART IV

Item 15. Exhibits, Financial Statement Schedules 39

CAUTION REGARDING FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K ("Annual Report"), in particular the
Management's Discussion and Analysis of Financial Condition and Results of
Operations appearing in Item 7 herein ("MD&A") contains certain "forward-looking
statements" within the meaning of Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934. Forward-looking statements
give expectations or forecasts of future events. The reader can indentify these
forward-looking statements by the fact that they do not relate strictly to
historical or current facts. They use words such as "believe(s)," "goal(s),"
"target(s)," "estimate(s)," "anticipate(s)," "forecast(s)," "project(s),"
(plan(s)," "intend(s)," "expect(s)," "might," may" and other words and terms of
similar meaning in connection with a discussion of future operating, financial
performance or financial condition. Forward-looking statements, in particular,
include statements relating to future actions, prospective services or products,
future performance or results of current and anticipated services or products,
sales efforts, expenses, the outcome of contingencies such as legal proceedings,
trends of operations and financial results.

Any or all forward-looking statements may turn out to be wrong, and,
accordingly, readers are cautioned not to place undue reliance on such
statements, which speak only as of the date of this Annual Report. These
statements are based on current expectations and current the current economic
environment. They involve a number of risks and uncertainties that are difficult
to predict. These statements are not guarantees of future performance; actual
results could differ materially from those expressed or implied in the
forward-looking statements. Forward-looking statements can be affected by
inaccurate assumptions or by known or unknown risks and uncertainties. Many such
factors will be important in determining the Company's actual results and
financial condition. The reader should consider the following list of general
factors that could affect the Company's future results and financial condition.

Among the general factors that could cause actual results and financial
condition to differ materially from estimated results and financial condition
are:

* the success or failure of management's efforts to implement their
business strategy;
* the ability of the Company to raise sufficient capital to meet
operating requirements;
* the uncertainty of consumer demand for our products and services;
* the ability of the Company to compete with major established
companies;
* heightened competition, including, with respect to pricing, entry of
new competitors and the development of new products by new and
existing competitors;
* absolute and relative performance of our products and services;
* the effect of changing economic conditions;
* the ability of the Company to attract and retain quality employees and
management;
* the current global recession and financial uncertainty; and
* other risks which may be described in future filings with the U.S.
Securities and Exchange Commission ("SEC").

No assurances can be given that the results contemplated in any
forward-looking statements will be achieved or will be achieved in any
particular timetable. We assume no obligation to publicly correct or update any
forward-looking statements as a result of events or developments subsequent to
the date of this Annual Report. The reader is advised, however, to consult any
further disclosures we make on related subjects in our filings with the SEC.

PART I

ITEM 1. BUSINESS.

BUSINESS DEVELOPMENT

COMPANY BACKGROUND

We had been originally incorporated under the laws of Canada on January 15,
1990, under the name "Creemore Star Printing, Inc." We changed our name on June
15, 2003 to "Smitten Press: Local Lore and Legends, Inc." We domesticated in the
State of Nevada by filing Articles of Incorporation in Nevada on May 8, 2007,
and we were incorporated in the State of Nevada on May 8, 2007, as Smitten
Press: Local Lore and Legends, Inc. On April 30, 2010, our Board of Directors
approved a change in our name to DataMill Media Corp., effective at the close of
business on June 30, 2010. In June 2011, we completed our initial public
offering of 5,000,000 shares of Common Stock and received $100,000 in proceeds
from the offering.

We were a management consulting firm that planned to educate and assist
small businesses to improve their management, corporate governance, regulatory
compliance and other business processes, with a focus on capital market
participation. However, after we completed our initial public offering, we
explored a couple of opportunities to acquire operating companies in order to
enhance shareholder value. On September 2, 2011, we entered into a Share
Exchange Agreement with Young Aviation, LLC. On September 19, 2011, we amended
our Articles of Incorporation to (i) increase our authorized capital stock to
500,000,000 shares of Common Stock and (ii) effect a 10 shares for one share
forward stock split. On October 3, 2011, we closed the Share Exchange Agreement,
which resulted in Young Aviation, LLC becoming a wholly-owned subsidiary. On
November 10, 2011, a majority of our shareholders approved a change in our name
to AvWorks Aviation Corp., effective November 30, 2011, to reflect our new
business focus.

Young Aviation, founded in 2004, is currently a diversified broker and
supplier of parts, components and products to the general aviation and aerospace
markets of the U.S., Europe and Asia. "General aviation" is defined as all
aviation other than military and scheduled commercial airlines. Over 20% of our
sales revenue has been derived from international sales for the period from
January 1, 2009 to date.

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.

As a result of the Share Exchange Agreement, the Company acquired Young
Aviation and Joel A. Young became the President, Chief Executive Officer and
sole Director of the Company on October 3, 2011, when our prior management
officials resigned. In addition, as a result of acquiring Young Aviation, we
ceased being a "shell company" as that term is defined in Section 12b-2 of the
Securities Exchange Act of 1934.

INDUSTRY OVERVIEW

THE AVIATION AND AEROSPACE COMPONENTS AND SERVICES INDUSTRY

The Aviation and Aerospace Components and Services Industry is a highly
regulated market with competitors ranging from privately owned shops to publicly
traded multinational conglomerates. Barriers of entry into larger markets and
contracts include licensing, government certifications and regulatory approvals.
The Federal Aviation Administration ("FAA") under the United States Department
of Transportation ("DOT") closely regulates U.S. companies involved in the
Aviation Supply chain under Federal Aviation Requirements ("FAR") Title 14.

Aircraft are on a scheduled cycle that includes maintenance for every one
of thousands of individual parts of the plane at least once during the lifetime
of the asset. Airlines infrequently keep inventory on-hand, choosing instead to
have suppliers like Young Aviation supply parts on demand.

COMPANY OVERVIEW

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.

Our on-hand parts inventory includes avionics, pumps, valves, starters,
wheels, brakes and other items, from top manufacturers like Collins, Garrett,
Bendix-King, Sperry-Honeywell, Woodward Governor and B.F. Goodrich. Our
inventory covers multiple commercial equipment manufacturers, aircraft platforms
and ATA chapters.

The Company provides assistance with comprehensive aviation supply chain
programs for customers. We offer a wide variety of services that range from
supplying individual spare parts to assisting customers with the implementation
of end-to-end supply chain programs. We maintain a small inventory of new and
refurbished parts for many types of aircraft in operation today. Our goal is to
help customers reduce costs, increase parts availability and minimize downtime.

As a diversified broker and supplier of general aviation parts and
components, we have the ability to buy and sell a wide variety of commercial
aviation parts and components for an array of clients. With our industry access
to parts, components and aftermarket goods, we are capable of providing
customers with any items they may request. Our distribution and shipment methods
are normally direct shipment from our on-hand inventory to customers or direct
shipment from our vendors to our customers. With sales of products that require
our inspection or labeling, the items are shipped from our vendors to our
facility, then from our facility to our customers.

We strive to offer the highest quality aircraft parts and components to
customers. The Company is dedicated to customer service and customer
satisfaction through our commitment to responsiveness, quality, reliability and
on-time performance. Young Aviation's corporate web site is
www.youngaviation.com

MAJOR CUSTOMERS

We work with major aircraft and engine manufacturers, as well as the
component OEMs. With international sales in Singapore, the UK and The
Netherlands, we are planning to expand our global distribution capability and
our supply chain presence. However, there is no guarantee that we will be able
to execute our plan of expanding our global distribution.

Our customers include industry leaders Boeing, Moog, Woodward, HR Textron
and L3 Communications. We are a vendor of general aviation and aerospace parts
and components, electromechanical, hydraulic and surplus materials.

The table below presents domestic, international and total sales for the
period from January 1, 2009 to December 31, 2011.

Domestic
Total Total (U.S.) Domestic International International
Customer Sales % Sales vs Total Sales vs Total
-------- ----- ----- ----- -------- ----- --------

Boeing $ 102,804 9.2% $ 51,402 4.6% $ 51,402(1) 4.6%
HR Textron 84,730 7.6% 84,730 7.6% --
L-3 Comm 98,050 8.8% 98,050 8.8% --
Moog Aircraft 695,470 62.4% 521,603 46.8% 173,868(2) 15.6%
All Others 134,331 12.0% 134,331 12.0% --
Total Sales $1,115,385 100.0% $890,116 79.8% $225,270 20.2%

International Customers
(1) BOEING UK LTD and Boeing, Singapore
(2) Moog Holland and Moog Controls, the Netherlands

With over 20% of our sales revenue derived from international sales, Young
Aviation's customers include, but are not limited to, the following companies:

Avolar Aerolineas
Boeing Training and Flight Services
Boeing Commercial Aircraft, Seattle
Boeing Commercial Aircraft, U.K.
Boeing Commercial, Singapore
Cayman Airways Flightstar
Diversified Aero Services
HR Textron
L-3 Communications Integrated Systems
Mid America Aerospace
Mission Support, Inc.
Moog Aircraft Group
Moog Controls, U.K.
Moog Holland Aircraft Services
Southern California Aviation
Texas Aerospace Services
Victorville Aerospace

LICENSING AND CERTIFICATION

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. GSA government contractor.

The TAC-2000 Quality Assurance Standard was recently accepted by the FAA in
September of 1999 for inclusion into Advisory Circular 00-56A which is now
approved by the FAA. This standard emphasizes issues such as impartiality,
competence, and reliability - all specific to the regulated needs of the
aerospace industry.

The Company's quality control system is designed under the TAC-2000 Quality
Assurance Standard to ensure the highest levels of quality for our customer
base. Young Aviation operates under the TAC-2000 system and our Quality Manual
is designed to assure compliance at all times in order to maintain our
Accreditation to Federal Aviation Advisory Circular AC 00-56A and TAC-2000.

Young Aviation's internal inspection system provides the necessary quality
instruments in detail to assure the continuity of inspection responsibility for
all of our employees. The Company's inspection forms and procedures provide
detailed explanations covering all the necessary elements as prescribed by AC
00-56A.

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. GSA government
contractor is approximately $1,000, consisting of related literature necessary
to remain informed and knowledgeable.

Revenue from government contracts for the year ended December 31, 2010 was
$207,734, representing approximately 37% of net sales, compared to the year
ended December 31, 2009, in which revenue from government contracts was $78,360,
representing approximately 22% of net sales. Revenue from government contracts
for the nine month period ended September 30, 2011 was $44,579, representing
approximately 25% of net sales.

INDUSTRY RELATIONSHIPS

Young Aviation has worked with and developed relationships with numerous
companies within the aviation industry. Our capabilities have expanded into MRO
(maintenance, repair and overhaul) support. We refer customers seeking MRO
services to a repair center that we feel best suits their needs. These repair
centers have the ability to repair, overhaul and maintain rotable (a component
or inventory item that can be repeatedly and economically restored to a fully
serviceable condition) and expendable (parts for which no authorized repair
procedure exists and/or the cost of repair would exceed cost of its replacement)
components for a wide range of government and commercial aircraft.

In addition to repair centers, we currently conduct business with and have
developed relationships with several specialty manufacturers, testing and
certification facilities, dismantling companies and general aviation component
businesses that we refer our customers to. Referring customers to other reliable
companies in our industry has increased our credibility in the industry and
companies have reciprocated with customer referrals to us.

BUSINESS DEVELOPMENT - SHORT-TERM GROWTH

Young Aviation, LLC has identified and outlined four strategic steps for
growth in the next twelve months. Our short-term growth is dependent on our
ability to raise additional capital as discussed below. There is no assurance
that the Company will be able to raise additional capital. We are committed to
developing a sustainable business model to successfully expand operations using
each of these four steps to meet our corporate goals and provide our customers
with quality products and services.

Four steps for short-term strategic growth:

* Capital raise
* Recruiting and hiring
* Inventory expansion
* Broadened licensing and certification

1. CAPITAL RAISE

The Company has financed operations primarily through cash flows from
operations, officer advances, and debt and equity financings. We believe that
our current cash and cash equivalents and anticipated cash flow from operations
will be sufficient to meet our anticipated cash needs, including our cash needs
for working capital and capital expenditures, for at least the next three
months.

The Company expects to continue to incur capital, inventory,
administrative and other expenses. The Company's current monthly "burn rate" is
approximately $13,800, which includes aggregate monthly fees of $10,000 for two
consultants that are being accrued until funds are available for payment. At
December 31, 2011, the aggregate amount of accrued fees due to both consultants
was $20,000 and the Company had $24,400 cash on hand. We are in the process of
forming a funding strategy to raise approximately $500,000 in order to satisfy
loans payable, pay working capital expenses and to fully implement our business
plan, which includes recruiting and hiring additional individuals, expanding our
inventory and obtaining additional licenses and certifications, as discussed in
the Business Development - Short-Term Growth section of the Description of
Business. There may be various costs associated with raising additional capital,
such as legal fees, printing costs and commissions. We estimate that the various
costs could account for up to 10% (ten percent) of the capital raised. If
$200,000 is raised, we estimate the associated costs could be $20,000 and if
$500,000 is raised, we estimate the associated costs could be $50,000. We have
not decided on a funding strategy yet and we have no firm commitments from any
investors to date. Our monthly "burn rate" will increase to approximately
$17,250 per month if we are successful in raising the approximate $500,000 in
funding. The increase of $3,450 in our monthly "burn rate" is estimated to
consist of $2,000 in additional salaries, $900 in additional warehouse expense,
$317 in additional licensing fees and $233 in additional general and
administrative costs. The associated timeframe in which the Company plans to
acquire additional capital is by July 2012, as detailed in the below milestones.

The Company will need to generate significant revenues in order to achieve
and maintain profitability. We have not decided on a funding strategy yet and we
have no firm commitments from any investors to date. After contacting numerous
potential funding resources for a Company such as ours, we are having
discussions with private investors, hedge funds and banks that have expressed an
interest in providing financing to the Company. Our monthly "burn rate" will
increase to approximately $17,250 per month if we are successful in raising the
approximate $500,000 in funding. The Company will need to generate significant
revenues in order to achieve and maintain profitability. With $24,400 cash on
hand at December 31, 2011, if the Company is unable to continue generating
income, financing requirements of $202,600 will be necessary to maintain and
continue the Company's operations during the next twelve months and to satisfy
loans payable of $37,000. Management believes that our current cash and cash
equivalents and anticipated cash flow from operations will be sufficient to meet
our anticipated cash needs, including our cash needs for working capital and
capital expenditures, for at least the next three months, through March 31,
2012. If the current note holders and consultants demand payment of their notes
and fees before additional capital is raised, the Company may have to curtail
our operations. The Company's business will be materially and adversely affected
if we fail to achieve additional revenues or raise money through funding, if
revenues grow more slowly than anticipated or if our operating or capital
expenses increase more than expected or cannot be reduced in the event of lower
revenues.

We cannot assure investors that we will be able to receive any
additional funding. Our failure to raise additional funding will limit our
ability to expand our operations and earn a profit and the Company may have to
curtail our operations.

PROPOSED MILESTONES AND USE OF PROCEEDS TO IMPLEMENT OUR SHORT-TERM GROWTH
STRATEGY

The following milestones and use of proceeds are estimates only. The
working capital requirements and the projected milestones are approximations
only and subject to adjustment based on costs and needs. Our short-term growth
strategy is based on raising a maximum of $500,000 to be completely funded.

We plan to complete our milestones as follows. The columns also take into
account what we will be able to achieve with $200,000 raised and what we could
do if the maximum funding of $500,000 is raised.

Milestones achievable at the following funding levels:

$200,000 Capital Raise $500,000 Capital Raise
---------------------- ----------------------

Capital raising expenses July 2012 $ 20,000 Capital raising expenses July 2012 $ 50,000
Working capital July 2012 180,000 Working capital July 2012 244,000
Two additional hires July 2012 24,000
Inventory expansion July 2012 164,600
Additional warehouse expense July 2012 13,600
Licensing and certification July 2012 3,800
-------- --------
Total Use of Proceeds $200,000 Total Use of Proceeds $500,000
======== ========

If the Company raises $200,000, $180,000 of the proceeds will be allocated
toward the payment of loans payable and working capital expenses for the next
twelve months. With a monthly burn rate of $13,800, the annual burn rate is
currently $165,600. This required annual amount of $165,600 and the current
loans payable balance of $37,000 total $202,600. If the Company is unable to
generate sufficient future revenue, $180,000 of the capital raised will be
utilized to satisfy current loans payable and working capital expenses.

If the Company raises $500,000, $244,000 of the proceeds will be allocated
toward the payment of loans payable and working capital expenses for the next
twelve months. With the monthly burn rate potentially increasing to $17,250, the
annual burn rate is projected to be $207,000. This required annual amount of
$207,000 and the current loans payable balance of $37,000 total $244,000. If the
Company is unable to generate sufficient future revenue, $244,000 will be
utilized to satisfy current loans payable and our increased working capital
expenses.

We may also seek to raise additional cash to fund future growth and
expansion plans we may decide to pursue. To the extent it becomes necessary to
raise additional cash in the future, we may seek to raise it through the sale of
debt or equity securities, funding from joint-venture or strategic partners,
debt financing or loans, issuance of common stock, or a combination of the
foregoing. We currently do not have any binding commitments for, or readily
available sources of, additional financing. Nor do we have any formal current
plans in place to raise additional capital. However we reserve the right to
raise additional capital in the future in which case the percentage ownership of
our shareholders would be diluted. We cannot provide any assurances that we will
be able to secure the additional cash or working capital we may require to
continue our operations.

2. RECRUITING AND HIRING

The Company is dependent on the ability of our President, Joel A. Young,
who contributes essential technical and management experience to our business.
We also operate with a small number of advisors and consultants and, therefore,
have little backup capability for their activities. The Company will be
dependent upon Mr. Young to recruit effective management for the Company.

The Company's growth and profitability depend on operational efficiency,
the expansion and enhancement of services, and increasing penetration into new
geographic markets. The Company believes that experienced management and
corporate personnel are essential to the establishment of long-term growth. Our

success will depend to a large degree upon the active participation and
continued service of our current officer and employees as well as our ability to
identify, hire, and retain additional qualified personnel.

The Company has identified various individuals to complement our current
team. We plan to hire certain individuals with relevant experience to help
implement our short-term growth strategy when funds are available. Depending on
the amount of funds raised, the Company plans to hire two individuals for sales
and marketing. The individuals would each be compensated on a performance basis
with commission and a base salary of $12,000 per year. The associated timeframe
in which the Company plans to hire additional individuals is by July 2012, as
detailed in the above milestones. Management cannot provide any assurances that
any industry professionals will be recruited and hired on acceptable terms or at
all.

3. INVENTORY EXPANSION

We have the opportunity to purchase entire inventories, vendor inventories
and individual components to expand our parts base and liquid assets. An entire
inventory may consist of a few high priced items or a variety of lower priced
items. We are buyers for parts and components stock and enjoy a reputation for
paying a fair price for surplus, excess material and aircraft for dismantling.
We anticipate our customer's needs before they request certain components. If we
own the inventory that a customer requests, we have a higher profit margin on
the sale, as opposed to paying a vendor a higher price for the item when they
are aware of a customer's request.

We are experienced in locating quality, high-demand rotables and
expendables. The Company is focused on strengthening our supply chain and
leveraging our financial ability to purchase entire inventories, individual
rotable components for Boeing, Airbus, regional and corporate and aircraft,
including purchasing aircraft for complete part out.

The cost of purchasing an entire aircraft for complete "part out" depends
on the potential value of the aircraft's salvageable parts, the cost of labor to
dismantle the desired parts, the cost of disposing of the stripped aircraft and
the status of the seller. It is possible to acquire an aircraft for no cash to
the seller, if the seller needs it removed from their premises, in which case
our costs are the cost of relocating the aircraft, labor to dismantle and stock
the parts we desire and the costs related to the disposal of the stripped
aircraft. It is also possible to acquire an aircraft for no cash to the seller,
if the seller requests certain parts after dismantling as consideration for the
aircraft, leaving us with the balance of parts, related labor and disposal
costs. Each transaction involving inventory expansion is unique and depends on
our customer's needs, our costs and our potential profit margins.

Our plans include exploiting certain opportunities that will expand our
inventory and strengthen our supply chain position. We may purchase FAA
inventory through our current customer base, through airline auctions and direct
from suppliers in addition to acquiring inventory through our current customers
and auctions. Inventory purchased through auctions is normally paid for in full
at the time of transfer. Other inventory purchases may be financed with various
terms based on our relationship and credit history with the seller.

The associated timeframe in which the Company plans to acquire additional
inventory is by July 2012, as detailed in the above milestones. If the Company
is successful in raising $500,000, we plan to utilize $164,600 or approximately
33% of the capital raised to acquire additional inventory. The inventory we
acquire would be inventory we anticipate turning over in a short period of time.
With additional capital we can acquire certain inventory at a substantial
discount if we pay for the inventory at the time of transfer, as opposed to
paying over time. Inventory being purchased may be financed by the seller or
through a credit line set up with our bank. We currently do not have a line of
credit with any bank. The additional cost associated with financed inventory is
the finance charge. Based on experience, management believes that acquiring
inventory based on the anticipated needs of our customers will provide higher
inventory turnover, less capital tied up in inventory and higher profit margins.
Management cannot provide assurances that we will be able to purchase certain
inventory at a substantial discount, that we will be able to purchase inventory
at any discount or that we will be able to purchase any inventory.

4. BROADENED LICENSING AND CERTIFICATION; REGULATORY REQUIREMENTS

In order to target market our business further into government supply
contracts, to attract larger customers and to increase our overseas presence, we
intend to broaden our requisite licensing and update our memberships and
industry certifications with the ASA-100, ISO 9001 and AS 9120. The annual cost
of the certifications described below that we plan to acquire over the next year
is $3,800 and the associated timeframe in which the Company plans to acquire
them is by July 2012, as detailed in the above milestones.

The ASA Accreditation Program (ASAAP) consists of a 36 month self-audit
program we perform in order to maintain accreditation based on the ASA-100
Standard. The standard was created to comply with the FAA Advisory Circular (AC)
00-56A, the Voluntary Industry Distributor Accreditation Program. The annual
cost of the program is $1,900 or $3,800 for two years.

ISO 9001:2008 is the standard that provides a set of standardized
requirements for a quality management system, regardless of what the user
organization does, its size, or whether it is in the private, or public sector.
It is the only standard in the family against which organizations can be
certified - although certification is not a compulsory requirement of the
standard. The annual cost of the ISO 9001:2008 is $950 or $1,800 for two years.

The AS 9120 Standard is the requirement for a Quality Management System
based on AS 9100 which adds 100+ additional requirements that are specific to
distributors who carry aircraft components like, fasteners, electronics,
gaskets, etc. It helps ensure that they handle the materials properly and track
the part from OEM to customer. AS9120 was developed for pass-through
distributors of aerospace items and addresses chain of custody, traceability,
control and availability of records. The annual cost of the AS 9120 is $950 or
$1,800 for two years.

The AS 9120 is required by Companies that procure parts, materials and
assemblies and sell these products to a customer in the aviation, space and
defense industries. This includes organizations that procure products and split
them into smaller quantities. Management cannot provide assurances that we will
be able to acquire any additional certifications.

BUSINESS DEVELOPMENT - LONG-TERM GROWTH

Young Aviation, LLC has identified and outlined seven strategic steps the
Company will consider implementing after twelve months. Management will evaluate
our performance during the next twelve months in order to determine the intended
path of the Company's long-term growth strategy. Management's reasonable
estimates and approximations for the timeframe, milestones, associated costs and
capital requirements for our long-term growth will be determined after
management performs its evaluation of the next twelve months. The financing and
resources are not currently available in order to implement the seven steps
listed below. Management cannot provide assurances that we will be able to
implement any of the seven steps listed below.

As a diversified broker and supplier of parts, components and products to
the aviation and aerospace markets, we plan to operate across multiple sectors
by developing a military supply chain presence and expanding our international
vendor and customer base; offer supply chain support services by diversifying
our inventory and offering redistribution services; enter into strategic
alliances allowing us to offer services that include maintenance, manufacturing,
asset management, dismantling, specialty supply and aircraft on ground ("AOG")
solutions; and create an e-marketplace presence in order to supply technical
data. We are committed to developing a sustainable business model to
successfully expand operations to meet our corporate goals and provide our
customers with quality services.

Seven steps for strategic growth:

* Recruiting industry professionals
* Diversified inventory expansion
* Re-distribution services
* Strategic alliances
* Military supply chain presence
* E-marketplace presence
* International expansion

1. RECRUITING INDUSTRY PROFESSIONALS

We plan to locate and hire industry professionals as consultants in a
variety of fields. Our consultants will be industry executives, ex-military,
government officials and other beneficial individuals that will comprise a small
group of seasoned professionals.

Management's reasonable estimates and approximations for the timeframe,
milestones, associated costs and capital requirements for recruiting industry
professionals will be determined after management performs its evaluation of the
next twelve months. There is no guarantee that any industry professionals will
be recruited and hired on acceptable terms or at all.

2. DIVERSIFIED INVENTORY EXPANSION

The Company plans to offer an extensive line of engine parts, parts
management programs and engine sale and leasing options. We may source and
purchase harder-to-find components, complete aircraft and specialty parts. In
addition, we will have the ability to implement a program of inventory
management services for airlines and maintenance organizations.

Management's reasonable estimates and approximations for the timeframe,
milestones, associated costs and capital requirements for our diversified
inventory expansion will be determined after management performs its evaluation
of the next twelve months. There is no guarantee that the Company will be able
to expand and diversify its inventory.

3. RE-DISTRIBUTION SERVICES

Surplus parts can often be a financial and operational burden for airlines
and MROs. Young Aviation intends to provide solutions by marketing, selling and
re-distributing surplus inventory on consignment to customers worldwide, while
maximizing revenue for the consignors. Our re-distribution and consignment
management services will encompass every aspect of the transaction from the
moment the surplus material becomes available.

We intend to sell components of consignors that would provide the consignor
with 80% of the revenue and provide the Company with 20% of the revenue from the
sale. By providing better service to consignors, we will strive to increase the
Company's share of the revenue to 30%. In addition to the described revenue
split, we may be able to negotiate a set price that a consignor would receive
for an inventory lot with the remainder of revenue and remaining inventory going
to the Company.

Management's reasonable estimates and approximations for the timeframe,
milestones, associated costs and capital requirements for our re-distribution
services will be determined after management performs its evaluation of the next
twelve months. There is no guarantee that the Company will be able to provide
re-distribution services.

4. STRATEGIC ALLIANCES

We plan to formalize strategic alliances with the several specialty
manufacturers, repair stations, testing and certification facilities,
dismantling companies and general aviation component businesses that we
currently work with and refer customers to.

The strategic alliances will allow us to efficiently expand our operations
into additional profitable areas, while giving us the ability to offer our
customers additional services to meet their specific repair and maintenance
needs and provide them with value added services.

Management's reasonable estimates and approximations for the timeframe,
milestones, associated costs and capital requirements in forming strategic
alliances will be determined after management performs its evaluation of the
next twelve months. There is no guarantee that any strategic alliances will be
completed on acceptable terms or at all.

5. GOVERNMENT SUPPLY CHAIN PRESENCE

As a registered U.S. GSA government contractor, we plan to increase our
supply chain exposure as a potential source for supplies and services.

Management's reasonable estimates and approximations for the timeframe,
milestones, associated costs and capital requirements for increasing our
government supply chain presence will be determined after management performs
its evaluation of the next twelve months. There is no guarantee that the Company
will be able to increase its supply chain exposure.

6. E-MARKET PRESENCE

We plan on offering our services through an e-marketplace site of
aviation-specific technical data and information services providing the Company
with aviation-specific technical data and information services. We will decide
whether to acquire an existing site or to develop our own site during the first
twelve months.

Management's reasonable estimates and approximations for the timeframe,
milestones, associated costs and capital requirements for establishing our
e-marketplace presence will be determined after management performs its
evaluation of the next twelve months. There is no guarantee that the Company
will have an e-marketplace presence at all.

7. EXPANSION OF INTERNATIONAL MARKET

With over 20% of our sales revenue derived from international sales and our
industry contacts, we will begin to implement our growth strategy for Latin
America, the Caribbean and Europe through our vendor and customer contacts in
those countries. However, at this time, we have no formal strategy and are
unable to estimate the time frame or costs to implement our growth strategy for
Latin America, the Caribbean and Europe.

Management's reasonable estimates and approximations for the timeframe,
milestones, associated costs and capital requirements for the expansion of our
international market will be determined after management performs its evaluation
of the next twelve months. There is no guarantee that the Company will expand
its international activity or presence.

CURRENT OPERATIONS

Young Aviation is an aftermarket supplier of aircraft parts and components.
Our main office is less than 30 minutes from two international airports, Miami
International Airport and Fort Lauderdale/Hollywood International Airport, which
enables us to ship parts immediately. We also have relationships with preferred
vendors in more than a dozen countries around the world to further expedite our
services.

We warehouse numerous aircraft spares. Additionally, we have an established
global network of vendors in order to quickly source parts.

FINANCING

The Company has financed operations primarily through cash flows from
operations, officer advances and debt and equity financings. We believe that our
current cash and cash equivalents and anticipated cash flow from operations will
be sufficient to meet our anticipated cash needs, including our cash needs for
working capital and capital expenditures, for at least the next three months.

which includes recruiting and hiring additional individuals, expanding our
inventory and obtaining additional licenses and certifications, as discussed in
the Business Development - Short-Term Growth section of the Description of
Business. There may be various costs associated with raising additional capital,
such as legal fees, printing costs and commissions. We estimate that the various
costs could account for up to 10% (ten percent) of the capital raised. If
$200,000 is raised, we estimate the associated costs could be $20,000 and if
$500,000 is raised, we estimate the associated costs could be $50,000. We have
not decided on a funding strategy yet and we have no firm commitments from any
investors to date.

Our monthly "burn rate" will increase to approximately $17,250 per month if
we are successful in raising the approximate $500,000 in funding. The increase
of $3,450 in our monthly "burn rate" is estimated to consist of $2,000 in
additional salaries, $900 in additional warehouse expense, $317 in additional
licensing fees and $233 in additional general and administrative costs. The
associated timeframe in which the Company plans to acquire additional capital is
by July 2012, as detailed in the below milestones. The Company will need to
generate significant revenues in order to achieve and maintain profitability. We
have not decided on a funding strategy yet and we have no firm commitments from
any investors to date. After contacting numerous potential funding resources for
a Company such as ours, we are having discussions with private investors, hedge
funds and banks that have expressed an interest Our monthly "burn rate" will
increase to approximately $17,250 per month if we are successful in raising the
approximate $500,000 in funding. The Company will need to generate significant
revenues in order to achieve and maintain profitability. With $24,400 cash on
hand at December 31, 2011, if the Company is unable to continue generating
income, financing requirements of $202,600 will be necessary to maintain and
continue the Company's operations during the next twelve months and to satisfy
loans payable of $37,000. Management believes that our current cash and cash
equivalents and anticipated cash flow from operations will be sufficient to meet
our anticipated cash needs, including our cash needs for working capital and
capital expenditures, for at least the next three months, through March 31,
2012. If the current note holders and consultants demand payment of their notes
and fees before additional capital is raised, the Company may have to curtail
our operations. The Company's business will be materially and adversely affected
if we fail to achieve additional revenues, if revenues grow more slowly than
anticipated, if we are unable to obtain additional funding, or if our operating
or capital expenses increase more than expected or cannot be reduced in the
event of lower revenues.

EMPLOYEES

As of December 31, 2011, we had one full time regular employee, four full
time independent contractors ("contract employees") and no part time employees.
We believe that our relations with our employees are good. Our employees are not
represented by a union or covered by a collective bargaining agreement. On
October 5, 2011, the Company entered into two service agreements for a period of
one year. One individual will provide the Company with consulting and advisory
services in relation to the Company's accounting and compliance requirements.
The second individual will provide federal securities advice to the Company and
the preparation of required filings.

The Company is dependent on the ability of our President, Joel A. Young,
who contributes essential technical and management experience to our business.
The Company will be dependent upon Mr. Young to recruit effective management for
the Company.

COMPETITION

The Aviation and Aerospace Parts and Components Industries are highly
competitive and the Company has numerous competitors in the United States and
internationally, most of whom have greater financial and human resources than
the Company.

PROPERTIES

Our corporate offices (750 square feet) and warehouse facility (2,250
square feet) are located at 4700 Hiatus Road, Suite 252, Sunrise, Florida 33351.

HOW TO CONTACT US

The Company's principal executive offices are located at 4700 Hiatus Road,
Suite 252, Sunrise, Florida 33351. Our telephone number is (954) 749-0484.

DEPENDENCE ON ONE OR A FEW MAJOR CUSTOMERS

The Company has a diverse customer base and is not dependent on any one
customer or limited group of customers. The Company's offerings of products
appeal to both the retail and industrial customer base. Through the widespread
use of the Company's products, the Company will continue to increase its
customer base.

EFFECT OF EXISTING OR PROBABLE GOVERNMENTAL REGULATIONS

The Company's common stock is registered pursuant to Section 12(g) of the
Securities Exchange Act of 1934 ("1934 Act"). As a result of such registration,
the Company is subject to Regulation 14A of the "1934 Act," which regulates
proxy solicitations. Section 14(a) requires all companies with securities
registered pursuant to Section 12(g) thereof to comply with the rules and
regulations of the Commission regarding proxy solicitations, as outlined in
Regulation 14A. Matters submitted to stockholders of the Company at a special or
annual meeting thereof or pursuant to a written consent will require the Company
to provide its stockholders with the information outlined in Schedules 14A or
14C of Regulation 14; preliminary copies of this information must be submitted
to the Commission at least 10 days prior to the date that definitive copies of
this information are forwarded to stockholders.

The Company is also required to file annual reports on Form 10-K and
quarterly reports on Form 10-Q with the Commission on a regular basis, and will
be required to disclose certain events in a timely manner, (e.g. changes in
corporate control; acquisitions or dispositions of a significant amount of
assets other than in the ordinary course of business; and bankruptcy) in a
Current Report on Form 8-K.

WE ARE SUBJECT TO THE REQUIREMENTS OF SECTION 404 OF THE SARBANES-OXLEY ACT
OF 2002. IF WE ARE UNABLE TO TIMELY COMPLY WITH SECTION 404 OR IF THE COSTS
RELATED TO COMPLIANCE ARE SIGNIFICANT, OUR PROFITABILITY, STOCK PRICE AND
RESULTS OF OPERATIONS AND FINANCIAL CONDITION COULD BE MATERIALLY ADVERSELY
AFFECTED.

The Company is required to comply with the provisions of Section 404 of the
Sarbanes-Oxley Act of 2002, which requires that we document and test our
internal controls and certify that we are responsible for maintaining an
adequate system of internal control procedures for the 2011 fiscal year. We are
currently evaluating our existing controls against the standards adopted by the
Committee of Sponsoring Organizations of the Treadway Commission (COSO). During
the course of our ongoing evaluation and integration of the internal controls of
our business, we may identify areas requiring improvement, and we may have to
design enhanced processes and controls to address issues identified through this
review (see Item 9A, below for a discussion of our internal controls and
procedures).

We believe that the out-of-pocket costs, the diversion of management's
attention from running the day-to-day operations and operational changes caused
by the need to comply with the requirement of Section 404 of the Sarbanes-Oxley
Act could be significant. If the time and costs associated with such compliance
exceed our current expectations, our results of operations and the future
fillings of our Company could be materially adversely affected.

DEPENDENCE ON KEY EMPLOYEES AND NEED FOR ADDITIONAL MANAGEMENT AND PERSONNEL

The Company is heavily dependent on the ability of our President, Joel A.
Young, who has contributed essential technical and management experience to our
business. The Company will be dependent upon Mr. Young to recruit good
management for the Company.

In the event of future growth in administration, marketing, manufacturing
and customer support functions, the Company may have to increase the depth and
experience of its management team by adding new members. The Company's success
will depend to a large degree upon the active participation of its key officers
and employees, as well as the continued service of its key management personnel
and its ability to identify, hire, and retain additional qualified personnel.
There can be no assurance that the Company will be able to recruit such
qualified personnel to enable it to conduct its proposed business successfully.

REPORTS TO SECURITY HOLDERS

The public may view and obtain copies of the Company's reports, as filed
with the Securities and Exchange Commission, at the SEC's Public Reference Room
at 100 F Street, NE, Room 1580, Washington, D.C. 20549. Information on the
Public Reference Room is available by calling the SEC at 1-800-SEC-0330.
Additionally, copies of the Company's reports are available and can be accessed
and downloaded via the internet on the SEC's internet site at
http://www.sec.gov.

ITEM 1A. RISK FACTORS.

An investment in our Common Stock involves a high degree of risk.
Prospective investors should carefully consider the following risk factors and
the other information in this Annual Report and in our other filings with the
SEC before investing in our Common Stock. Our business and results of operations
could be seriously harmed by any of the following risks. You should carefully
consider the risks described below, the other information in this Annual Report
and the documents incorporated by reference herein when evaluating our Company
and our business. If any of the following risks actually occurs, our business
could be harmed. In such case, the trading price of our Common Stock could
decline and investors could lose all or a part of the money paid for our Common
Stock.

RISKS RELATED TO THE COMPANY'S BUSINESS

IF WE FAIL TO ACHIEVE INCREASED REVENUES OR OBTAIN ADEQUATE FINANCING, OUR
BUSINESS COULD BE SERIOUSLY IMPACTED.

The Company cannot be certain that it will have increased revenues, that
our revenues will grow or that we will generate sufficient revenues to achieve
profitability. The Company's failure to achieve revenues, significantly increase
our revenues or raise adequate and necessary financing would seriously harm our
business and operating results. The Company expects to continue to incur
capital, inventory, administrative and other expenses. The Company's current
monthly "burn rate" is approximately $13,800, which includes aggregate monthly
fees of $10,000 for two consultants that are being accrued until funds are
available for payment. At December 31, 2011, the aggregate amount of accrued
fees due to both consultants was $20,000. We are in the process of forming a
funding strategy to raise approximately $500,000 in order to satisfy loans
payable, pay working capital expenses and to fully implement our business plan,
which includes recruiting and hiring additional individuals, expanding our
inventory and obtaining additional licenses and certifications, as discussed in
the Business Development - Short-Term Growth section of the Description of
Business. We have not decided on a funding strategy yet and we have no firm
commitments from any investors to date. Our monthly "burn rate" will increase to
approximately $17,250 per month if we are successful in raising the approximate
$500,000 in funding. The Company will need to generate significant revenues in
order to achieve and maintain profitability. If the Company is unable to
continue generating income, financing requirements of $202,600 will be necessary
to maintain and continue the Company's operations during the next twelve months
and to satisfy loans payable of $37,000. Management believes that our current
cash and cash equivalents and anticipated cash flow from operations will be
sufficient to meet our anticipated cash needs, including our cash needs for
working capital and capital expenditures, for at least the next three months. If
the current note holders and consultants demand payment of their notes and fees
before additional capital is raised, the Company may have to curtail operations.
The Company's business will be materially and adversely affected if we fail to

achieve additional revenues, if revenues grow more slowly than anticipated or if
our operating or capital expenses increase more than expected or cannot be
reduced in the event of lower revenues.

IF WE FAIL TO PAY OUR CONSULTANTS WHO PROVIDE SERVICES RELATING TO
ACCOUNTING, COMPLIANCE, SECURITIES ADVICE AND PERIODIC REPORTS, THEY MAY DEMAND
PAYMENT OR THEY MAY REFUSE TO PROVIDE FUTURE SERVICES UNTIL WE PAY THEIR
CONSULTING FEES, IN WHICH CASE, OUR BUSINESS COULD BE SERIOUSLY IMPACTED AS WE
WOULD BE UNABLE TO COMPLY WITH OUR REPORTING OBLIGATIONS UNDER THE SECURITIES
EXCHANGE ACT OF 1934 AND COMPLIANCE WITH THE SARBANES-OXLEY ACT OF 2002, AND OUR
COMMON STOCK COULD BE EXCLUDED FROM THE OVER-THE-COUNTER BULLETIN BOARD AND
COULD RESULT IN ONLY A LIMITED MARKET FOR OUR COMMON STOCK.

On October 5, 2011, the Company entered into two service agreements for a
period of one year each. One individual will provide the Company with consulting
and advisory services in relation to the Company's accounting and compliance
requirements. The second individual will provide federal securities advice to
the Company and the preparation of required filings.

The Company and the two consultants have verbally agreed that the fees are
to be accrued until funds are available for payment. At December 31, 2011, the
aggregate amount of accrued fees due to both consultants was $20,000. If the
consultants demand payment or refuse to perform future services until we pay
their consulting fees, our business could be seriously impacted by our inability
to comply with our reporting obligations under the Securities Exchange Act of
1934 ("Exchange Act") and compliance with the Sarbanes-Oxley Act of 2002. Due to
our limited funds, we may not be able to pay these costs of being a public
company and may not be able to file the reports required by the Exchange Act,
which could result in our stock being excluded from the Over-The-Counter
Bulletin Board and could result in only a limited market for our common stock,
resulting in the inability of our investors to sell their shares of our common
stock.

IF WE FAIL TO COLLECT THE ADVANCES RECEIVABLE FROM THE RELATED PARTY OR IF
WE HAVE TO PAY THE LOANS PAYABLE TO SHAREHOLDERS PRIOR TO HAVING AVAILABLE
FUNDS, OUR BUSINESS COULD BE SERIOUSLY IMPACTED.

The Company advanced funds under a verbal arrangement and holds an advance
receivable in the amount of $20,138, as of September 30, 2011, from the
President and Chief Executive Officer of the Company, Joel Young. The
non-interest bearing advance amount is due upon request by the Company. In the
event that Mr. Young fails to fund his commitment described above, the Company's
business may be materially and adversely affected and the Company may have to
curtail our operations.

The Company received loan proceeds from two individuals under verbal
arrangements, who subsequently became Company shareholders, for the aggregate
amount of $37,000. Rick Klein loaned the Company $6,000 and Olive Waite loaned
the Company $31,000. The loans were initiated when the individuals loaned money
to the Company to be used for working capital purposes, are unsecured, bear
interest at the rate of 5% and are payable upon demand by the lenders. If the
current note holders demand payment of their notes and the funds to pay them are
not available, the Company's business may be materially and adversely affected
and the Company may have to curtail our operations.

In addition to the above loans payable, there was an amount of $29,049 due
to the prior President and Chief Executive Officer of the Company, Vincent
Beatty. Prior to the Share Exchange Agreement and resignation of Mr. Beatty on
October 3, 2011, Mr. Beatty committed to forgive the $29,049 loan due him. The
documents formalizing the forgiveness of funds due Mr. Beatty were formalized by
the parties and recorded by the Company.

OUR ABILITY TO ACHIEVE ANY SIGNIFICANT REVENUE WILL DEPEND ON OUR ABILITY
TO ESTABLISH EFFECTIVE SALES AND MARKETING CAPABILITIES.

Our success is dependent up our ability to effectively and profitably
acquire, market and sell our products. If we fail to establish sufficient
marketing and sales forces or make alternative arrangements to have our products
marketed and sold by others on attractive terms, our ability to enter new or
existing markets will be impaired. Our inability to effectively enter these

markets would materially and adversely affect our ability to generate
significant revenues.

WE DEPEND HEAVILY ON OUR MANAGEMENT TEAM AND CONSULTANTS AND THE LOSS OF
OUR EXECUTIVE OFFICER COULD SIGNIFICANTLY WEAKEN OUR MANAGEMENT EXPERTISE AND
ABILITY TO RUN OUR BUSINESS.

Our business strategy and success is dependent on the skills and knowledge
of our management team and consultants. We are highly dependent on Joel A.
Young, our President and Chief Executive Officer. We also operate with a small
number of advisors and consultants and, therefore, have little backup capability
for their activities. The loss of services of one or more members of our
management team or advisors could weaken significantly our management expertise
and our ability to efficiently run our business. We do not maintain key man life
insurance policies on any of our officers.

OUR CHIEF EXECUTIVE OFFICER HAS NO EXPERIENCE IN MANAGING A PUBLIC COMPANY.

Our Chief Executive Officer has no experience in managing a public company.
The failure of the Company to comply with the filing requirements of the
Securities and Exchange Act of 1934, the Sarbanes-Oxley Act or with state blue
sky laws could adversely affect the Company, its business and share prices,
which could cause investors to lose all or part of their investments in our
Common Stock.

THE MARKETABILITY AND PROFITABILITY OF OUR AIRPLANE PARTS AND PRODUCTS IS
SUBJECT TO UNKNOWN ECONOMIC CONDITIONS, WHICH COULD SIGNIFICANTLY IMPACT OUR
BUSINESS, FINANCIAL CONDITION, THE MARKETABILITY OF OUR PRODUCTS AND OUR
PROFITABILITY.

The marketability and profitability of our airplane parts and products may
be adversely affected by local, regional, national and international economic
conditions beyond our control and/or the control of our management, which could
significantly impact our business, financial condition, the marketability of our
products and our ability to earn a profit. Favorable changes may not necessarily
enhance the marketability of our products or our profitability.

WE ARE VULNERABLE TO THE CURRENT ECONOMIC CRISIS WHICH MAY NEGATIVELY
AFFECT OUR PROFITABILITY.

General aviation and aerospace spending are generally affected by a number
of factors including general economic conditions, inflation, interest rates, tax
rates, fuel and other energy costs and consumer confidence, generally, all of
which are beyond our control. We are currently in a severe worldwide economic
recession. Deficit spending by major countries could further exacerbate the
worldwide economic climate and may delay or possibly deepen the current
recession. Some economic indicators suggest rising energy costs, higher
inflation, dwindling consumer confidence and higher taxes. Industrial purchases
of our products tend to decline during recessionary periods when disposable
revenue is lower and may impact sales of our products. Sudden disruptions in
business conditions could result from a terrorist attack similar to the events
of September 11, 2001, including attacks, the threat of further attacks or
retaliation, war, adverse weather conditions or other natural disasters, such as
Hurricane Katrina, pandemic situations or large scale power outages can have a
short term or, sometimes, long term impact on spending. Downturns in the
economies in which we sell our products or a sudden disruption of business
conditions in those economies could adversely affect our business. A worldwide
recession or a major nation's debt default could place severe constraints on the
ability of all companies, particularly smaller ones, to raise capital, borrow
money, operate effectively and profitably and to plan for the future.

OUR SUCCESS DEPENDS, IN PART, ON THE QUALITY OF OUR PRODUCTS BECAUSE IF OUR
PRODUCTS ARE DEFECTIVE OR OTHERWISE FAIL TO MEET OUR CUSTOMERS' AND
DISTRIBUTORS' STANDARDS, OUR CUSTOMER AND DISTRIBUTORSHIP RELATIONS COULD
SUFFER.

The aviation parts industry is highly regulated. Our success depends, in
part, on the quality of the products we broker to our customers. If our products
are found to be defective or if they otherwise fail to meet the U.S. Federal
Aviation Administration ("FAA") or our customers' and distributors' standards,
our relationships with our customers and distributors could suffer, we could
need to recall some of our products, our reputation could be diminished and we
could lose market share, any of which could result in a material adverse effect
on our business, results of operations and financial condition.

CONFIDENTIALITY AGREEMENTS WITH EMPLOYEES AND OTHERS MAY NOT ADEQUATELY
PREVENT DISCLOSURE OF TRADE SECRETS AND OTHER PROPRIETARY INFORMATION.

In order to protect our trade secrets, we also rely in part on
confidentiality agreements with our employees, consultants, customers, dealers,
distributors, suppliers and advisors. These agreements may not effectively
prevent disclosure of confidential information and may not provide an adequate
remedy in the event of unauthorized disclosure of confidential information. In
addition, others may independently discover trade secrets and proprietary
information. Costly and time-consuming litigation could be necessary to enforce
and determine the scope of our proprietary rights and failure to obtain or
maintain trade secret protection could adversely affect our competitive business
position.

WE COULD BE VULNERABLE TO SUPPLY CHAIN INTERRUPTIONS

Due to the sophisticated nature of the avionics industry and the complexity
of the manufacturing of aerospace components, it is likely that the Company
could experience interruptions in the supply of our products. If the Company is
unable to have a supplier efficiently fix errors or other problems that may be
identified, then the Company could experience the loss of or delay in revenues,
the loss of customers and credibility, a failure to attract new customers or
achieve market acceptance, and increased costs. Any one or more of these results
could be very costly and, if not quickly remedied, cause serious harm to the
Company's business.

AS A RESULT OF OUR INTENSELY COMPETITIVE INDUSTRY, WE MAY NOT GAIN ENOUGH
MARKET SHARE TO BE PROFITABLE.

The Company faces competition from other brokers and manufacturers of
similar or comparable airplane products. Some of these providers have longer
operating histories, name recognition and substantially greater financial,
technical and marketing resources than the Company. Some of these providers also
have more extensive customer bases, broader customer relationships and industry
alliances than the Company, including relationships with some of the Company's
potential customers. Increased competition from any of these sources could
result in the Company's failure to achieve and maintain adequate customer levels
and market share.

WE MAY NOT BE ABLE TO MANAGE OUR ANTICIPATED GROWTH.

The Company will apply as required for U.S Federal Aviation Administration
("FAA") and foreign regulatory agency approvals to increase our product
offerings and expects to subsequently expand our operations. The associated time
frame associated with the application and approvals of the permits and licenses
we plan on acquiring is six months with an annual cost of $3,800 to the Company.
This growth and the anticipated growth in future operations may place a
significant strain on the Company's management systems and resources. The
integration of new personnel could result in some disruption to the Company's
ongoing operations. The Company will need to continue to improve its financial
controls, management controls, reporting systems and procedures while continuing
to expand, train and manage its work force. The Company may not obtain
sufficient revenues and operating expenses could increase if the Company fails
to receive such approvals or if such approvals take longer than anticipated.

There is approximately $2,500 in annual associated costs relating to the
maintenance of our existing permits and licenses. We have not yet acquired
additional licenses and permits, which will add approximately $3,800 in
additional annual maintenance costs, once they are acquired.

DEPENDENCE ON ONE OR A FEW MAJOR CUSTOMERS

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.

WE ARE SUBJECT TO STRINGENT LICENSING AND REGULATORY REQUIREMENTS.

The commercial aerospace industry and sale of aircraft components is
significantly impacted by Federal Aviation Regulations ("FAR"), regulations
under the U.S. Department of Transportation ("DOT") and the U.S. Federal
Aviation Administration ("FAA") and Title 14 Aeronautics and Space. If the
products we sell do not meet these requirements, the Company could suffer an
adverse effect on its operations.

The commercial sale and delivery of aerospace and general aviation products
involve local, state and federal licenses and permits. There can be no
assurances that the Company will be able to obtain such permits and licenses, if
required, or that any such permits or licenses will remain effective. Any lapse
in the Company's licenses or permits could also adversely affect our operations
and financial results.

IT IS EXTREMELY EXPENSIVE BEING A PUBLIC COMPANY. IN THE EVENT WE ARE
UNABLE TO PAY THESE COSTS, THEN OUR SHARE PRICES COULD BE DEPRESSED AND THE
MARKET FOR OUR COMMON STOCK COULD BE LIMITED.

The financial burden of being a public company, which will cost us between
$50,000 and $75,000 per year in auditing fees and legal fees to comply with our
reporting obligations under the Securities Exchange Act of 1934 and compliance
with the Sarbanes-Oxley Act of 2002 will strain our finances and stretch our
human resources to the extent that we may have to price our products and
services higher than our non-publicly held competitors just to cover the costs
of being a public company. Due to our limited funds, we may not be able to pay
these costs of being a public company to the extent that we may not be able to
file the reports required by the Securities Exchange Act of 1934, which could
result in our stock being excluded from the Over-The-Counter Bulletin Board and
could result in only a limited market for our common stock.

DUE TO FINANCIAL CONSTRAINTS AND OUR LIMITED STAFF, THERE ARE MATERIAL
WEAKNESSES IN OUR INTERNAL CONTROLS AND DISCLOSURE CONTROLS AND PROCEDURES.

As of December 31, 2011, we carried out an evaluation required by Rule
13a-15 or Rule 15d-15 of the Securities Exchange Act of 1934 (the "Exchange
Act") under the supervision and with the participation of our management,
including our Principal Executive Officer and Principal Financial Officer, of
the effectiveness of the design and operation of our disclosure controls and
procedures.

Disclosure controls and procedures are designed with the objective of
ensuring that (i) information required to be disclosed in an issuer's reports
filed under the Exchange Act is recorded, processed, summarized and reported
within the time periods specified in the SEC rules and forms and (ii)
information is accumulated and communicated to management, including our
Principal Executive Officer and Principal Financial Officer, as appropriate to
allow timely decisions regarding required disclosures.

The evaluation of our disclosure controls and procedures included a review
of our objectives and processes and effect on the information generated for use
in this Report. This type of evaluation is done quarterly so that the

conclusions concerning the effectiveness of these controls can be reported in
our periodic reports filed with the SEC. We intend to maintain these controls as
processes that may be appropriately modified as circumstances warrant.

Based upon such evaluation, such person concluded that as of such date, our
disclosure controls and procedures were not effective at the reasonable
assurance level because, due to financial constraints, the Company does not
maintain a sufficient complement of personnel with an appropriate level of
technical accounting knowledge, experience and training in the application of
generally accepted accounting principles commensurate with our financial
accounting and reporting requirements. There have been no changes in our
internal control over financial reporting identified in connection with the
evaluation that occurred during our last fiscal quarter that have materially
affected, or that are reasonably likely to materially affect, our internal
control over financial reporting. In the event that we receive sufficient funds
for internal operational purposes, we plan to retain the services of additional
internal management staff to provide assistance to our current management in
monitoring and maintaining our internal controls and procedures.

BECAUSE JOEL A. YOUNG, OUR PRESIDENT, OWNS 62.9% OF THE TOTAL OUTSTANDING
COMMON STOCK AND WILL BE ABLE TO ELECT ALL OF OUR DIRECTORS AND CONTROL OUR
OPERATIONS, WHICH COULD DECREASE THE PRICE AND MARKETABILITY OF OUR SHARES.

We have no committed source of financing. We will likely have to issue
additional shares of our Common Stock to fund our operations and to fully
implement our plan of operation. If we sell shares of common stock in an
offering, our President, Joel A. Young, will still own a majority of the total
outstanding common stock. As a result, regardless of the number of shares we
sell, Joel A. Young will be able to elect all of our directors and control our
operations, which could decrease the price and marketability of our shares.

OUR SHAREHOLDERS MAY BE DILUTED SIGNIFICANTLY THROUGH OUR EFFORTS TO OBTAIN
FINANCING, FUND OUR OPERATIONS AND SATISFY OUR OBLIGATIONS THROUGH ISSUANCE OF
ADDITIONAL SHARES OF OUR COMMON STOCK.

We have no committed source of financing. We will likely have to issue
additional shares of our Common Stock to fund our operations and to implement
our plan of operation. Wherever possible, our board of directors will attempt to
use non-cash consideration to satisfy obligations. In many instances, we believe
that the non-cash consideration will consist of restricted shares of our common
stock. Our board of directors has authority, without action or vote of the
shareholders, to issue all or part of the 237,962,835 authorized, but unissued,
shares of our Common Stock. Future issuances of shares of our Common Stock will
result in dilution of the ownership interests of existing shareholders, may
further dilute Common Stock book value and that dilution may be material.

OUR COMMON STOCK IS CONSIDERED TO BE A "PENNY STOCK" AND IS SUBJECT TO
COMPLEX PENNY STOCK RULES OF THE SEC AND FINRA.

Because the SEC imposes additional sales practice requirements on brokers
who deal in our shares that are penny stocks, some brokers may be unwilling to
trade them. This means that you may have difficulty reselling your shares and
this may cause the price of our shares to decline.

Our shares would be classified as penny stocks and are covered by Section
15(g) of the Securities Exchange Act of 1934 and the rules promulgated
thereunder, which impose additional sales practice requirements on
brokers/dealers who sell our securities in the market. For sales of our
securities, the broker/dealer must make a special suitability determination and
receive from you a written agreement prior to making a sale for you. Because of
the imposition of the foregoing additional sales practices, it is possible that
brokers will not want to make a market in our shares. This could prevent you
from reselling your shares and may cause the price of our shares to decline.

FINRA SALES PRACTICE REQUIREMENTS MAY LIMIT A STOCKHOLDER'S ABILITY TO BUY
AND SELL OUR STOCK.

The FINRA has adopted rules that require that in recommending an investment
to a customer, a broker-dealer must have reasonable grounds for believing that
the investment is suitable for that customer. Prior to recommending speculative

low priced securities to their non-institutional customers, broker-dealers must
make reasonable efforts to obtain information about the customer's financial
status, tax status, investment objectives and other information. Under
interpretations of these rules, FINRA believes that there is a high probability
that speculative low priced securities will not be suitable for at least some
customers. FINRA requirements make it more difficult for broker-dealers to
recommend that their customers buy our Common Stock, which may have the effect
of reducing the level of trading activity and liquidity of our Common Stock.
Further, many brokers charge higher transactional fees for penny stock
transactions. As a result, fewer broker-dealers may be willing to make a market
in our Common Stock, which may limit your ability to buy and sell our stock.

ITEM 1B. UNRESOLVED STAFF COMMENTS.

Not applicable.

ITEM 2. PROPERTIES.

Our corporate offices (750 square feet) and warehouse facility (2,250
square feet) are located at 4700 Hiatus Road, Suite 252, Sunrise, Florida 33351.

ITEM. 3 LEGAL PROCEEDINGS.

We are not subject to any legal proceedings and are not aware of any
threatened legal proceedings.

ITEM 4. MINE SAFETY DISCLOSURES.

Not applicable

PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND
ISSUER PURCHASES OF EQUITY SECURITIES.

As of the date of this Annual Report, the Company's Common Stock is quoted
on the Over-the-Counter Bulletin Board under the symbol "SPLI." The market for
the Company's Common Stock is limited, volatile and sporadic and the price of
the Company's Common Stock could be subject to wide fluctuations in response to
quarterly variations in operating results, news announcements, trading volume,
sales of Common Stock by officers, directors and principal shareholders of the
Company, general market trends, changes in the supply and demand for the
Company's shares, and other factors. The following table sets forth the high and
low sales prices for each quarter relating to the Company's Common Stock for the
last two fiscal years. These quotations reflect inter-dealer prices without
retail mark-up, markdown, or commissions, and may not reflect actual
transactions.

Fiscal 2011 High Low
----------- ---- ---
First Quarter N/A N/A
Second Quarter " " " "
Third Quarter " " " "
Fourth Quarter 0.32 0.08

Fiscal 2010 High Low
----------- ---- ---
First Quarter N/A N/A
Second Quarter " " " "
Third Quarter " " " "
Fourth Quarter " " " "

Our common stock is considered a "penny stock." The application of the
"penny stock" rules to our common stock could limit the trading and liquidity of
the common stock, adversely affect the market price of our common stock and
increase your transaction costs to sell those shares. The Commission has adopted
regulations which generally define a "penny stock" to be any equity security
that has a market price (as defined) of less than $5.00 per share or an exercise
price of less than $5.00 per share, subject to certain exceptions.

Shareholders should be aware that, according to SEC Release No. 34-29093
dated April 17, 1991, the market for penny stocks has suffered in recent years
from patterns of fraud and abuse. Such patterns include (1) control of the
market for the security by one or a few broker-dealers that are often related to
the promoter or issuer; (2) manipulation of prices through prearranged matching
of purchases and sales and false and misleading press releases; (3) boiler room
practices involving high-pressure sales tactics and unrealistic price
projections by inexperienced sales persons; (4) excessive and undisclosed
bid-ask differential and markups by selling broker dealers; and (5) the
wholesale dumping of the same securities by promoters and broker-dealers after
prices have been manipulated to a desired level, along with the resulting
inevitable collapse of those prices and with consequent investor losses. The
occurrence of these patterns or practices could increase the volatility of our
share price.

Our management is aware of the abuses that have occurred historically in
the penny stock market.

HOLDERS

As of March 30, 2012, there were approximately 78 shareholders of record of
the Company's Common Stock.

DIVIDENDS

The Company has not declared any cash dividends with respect to its common
stock or preferred stock during the last two fiscal years and does not intend to
declare dividends in the foreseeable future. There are no material restrictions
limiting or that are likely to limit the Company's ability to pay dividends on
its outstanding securities.

RECENT ISSUANCES OF UNREGISTERED SECURITIES

When we acquired Young Aviation on October 3, 2011, we issued an aggregate
of 165,787,165 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 J. 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.

CHANGES IN CONTROL

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.

Upon closing of the Share Exchange Agreement, AvWorks Aviation Corp. (f/k/a
Datamill Media Corp.) issued 165,787,165 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 63% 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.

ISSUER REPURCHASES OF EQUITY SECURITIES

None.

ITEM 6. SELECTED FINANCIAL DATA.

Not applicable.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATION.

CAUTIONARY FORWARD - LOOKING STATEMENT

The following discussion should be read in conjunction with our financial
statements and related notes.

Certain matters discussed herein may contain forward-looking statements
that are subject to risks and uncertainties. Such risks and uncertainties
include, but are not limited to, the following:

* the volatile and competitive nature of our industry,
* the uncertainties surrounding the rapidly evolving markets in which we
compete,
* the uncertainties surrounding technological change of the industry,
* our dependence on its intellectual property rights,
* the success of marketing efforts by third parties,
* the changing demands of customers and
* the arrangements with present and future customers and third parties.

Should one or more of these risks or uncertainties materialize or should
any of the underlying assumptions prove incorrect, actual results of current and
future operations may vary materially from those anticipated. SEE ALSO the
disclosures under "Cautionary Statement" following the Table of Contents in this
Annual Report.

THE FOLLOWING DISCUSSION AND ANALYSIS OF THE RESULTS OF OPERATIONS AND
FINANCIAL CONDITION OF AVWORKS AVIATION CORP. (f/k/a DATAMILL MEDIA CORP.) AND
YOUNG AVIATION, LLC, (THE SOLE OPERATIONS OF THE COMPANY AS OF October 3, 2011)
FOR YEARS ENDED DECEMBER 31, 2011 AND 2010 SHOULD BE READ IN CONJUNCTION WITH
THE FINANCIAL STATEMENTS, AND THE NOTES TO THOSE FINANCIAL STATEMENTS THAT ARE
INCLUDED ELSEWHERE IN THIS FILING. REFERENCES TO "WE," "OUR," OR "US" IN THIS
SECTION REFERS TO THE COMPANY AND ITS SUBSIDIARIES. OUR DISCUSSION INCLUDES
FORWARD-LOOKING STATEMENTS BASED UPON CURRENT EXPECTATIONS THAT INVOLVE RISKS
AND UNCERTAINTIES, SUCH AS OUR PLANS, OBJECTIVES, EXPECTATIONS AND INTENTIONS.
ACTUAL RESULTS AND THE TIMING OF EVENTS COULD DIFFER MATERIALLY FROM THOSE
ANTICIPATED IN THESE FORWARD-LOOKING STATEMENTS AS A RESULT OF A NUMBER OF
FACTORS, INCLUDING THOSE SET FORTH UNDER THE RISK FACTORS, FORWARD-LOOKING

STATEMENTS AND BUSINESS SECTIONS IN THIS CURRENT REPORT. WE USE WORDS SUCH AS
"ANTICIPATE," "ESTIMATE," "PLAN," "PROJECT," "CONTINUING," "ONGOING," "EXPECT,"
"BELIEVE," "INTEND," "MAY," "WILL," "SHOULD," "COULD," AND SIMILAR EXPRESSIONS
TO IDENTIFY FORWARD-LOOKING STATEMENTS.

OVERVIEW

Young Aviation, LLC ("Company"), a Florida limited liability company
located in Sunrise, Florida, 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.

Founded in 2004, Young Aviation, LLC was organized in the state of Florida
on May 10, 2004, the Company services a broad range of commercial clients such
as aircraft leasing companies, major airlines, repair stations, leasing
companies and after market suppliers.

Young Aviation operates in the AVIATION SUPPLY CHAIN industry, is
accredited to FAA Advisory Circular AC 00-56, TAC2000 and is a registered U.S.
GSA government contractor.

On October 3, 2011, we closed the Share Exchange Agreement, which resulted
in Young Aviation, LLC becoming a wholly-owned subsidiary. On November 10, 2011,
a majority of our shareholders approved a change in our name to AvWorks Aviation
Corp., effective November 30, 2011, to reflect our new business focus.

The Company's on-hand parts inventory includes avionics, pumps, valves,
starters, wheels, brakes and other items, from top manufacturers like Collins,
Garrett, Bendix-King, Sperry-Honeywell, Woodward Governor and B.F. Goodrich. Our
inventory covers multiple commercial equipment manufacturers, aircraft platforms
and ATA chapters.

costs and commissions. We estimate that the various costs could account for up
to 10% (ten percent) of the capital raised. If $200,000 is raised, we estimate
the associated costs could be $20,000 and if $500,000 is raised, we estimate the
associated costs could be $50,000. We have not decided on a funding strategy yet
and we have no firm commitments from any investors to date. Our monthly "burn
rate" will increase to approximately $17,250 per month if we are successful in
raising the approximate $500,000 in funding. The associated timeframe in which
the Company plans to acquire additional capital is by July 2012, as detailed in
the below milestones. The Company will need to generate significant revenues in
order to achieve and maintain profitability. There are no additional financing
requirements required to maintain and continue the Company's operations during
the next twelve months. Management believes that our current cash and cash
equivalents and anticipated cash flow from operations will be sufficient to meet
our anticipated cash needs, including our cash needs for working capital and
capital expenditures, for at least the next twelve months.

PROPOSED MILESTONES AND USE OF PROCEEDS TO IMPLEMENT OUR SHORT-TERM GROWTH
STRATEGY

Milestones achievable at the following funding levels:

$200,000 Capital Raise $500,000 Capital Raise
---------------------- ----------------------

Capital raising expenses July 2012 $ 20,000 Capital raising expenses July 2012 $ 50,000
One additional hire July 2012 12,000 Two additional hires July 2012 24,000
Inventory expansion July 2012 158,760 Inventory expansion July 2012 408,600
Additional warehouse expense July 2012 5,440 Additional warehouse expense July 2012 13,600
Licensing and certification July 2012 3,800 Licensing and certification July 2012 3,800
-------- --------
Total Use of Proceeds $200,000 Total Use of Proceeds $500,000
======== ========

We may also seek to raise additional cash to fund future growth an
expansion plans we may decide to pursue. To the extent it becomes necessary to
raise additional cash in the future, we may seek to raise it through the sale of
debt or equity securities, funding from joint-venture or strategic partners,
debt financing or loans, issuance of common stock, or a combination of the
foregoing. We currently do not have any binding commitments for, or readily
available sources of, additional financing. Nor do we have any formal current
plans in place to raise additional capital. Our CEO, Mr. Young, has verbally
committed to fund our short-term growth business development in the amount of
$25,000, if required, although we do not have a written agreement with Mr. Young
to do so, and the verbal commitment is non-binding on Mr. Young. Therefore, we
are not assured that we will receive any or all of Mr. Young's non-binding
verbal commitment to loan us up to $25,000. Any decision by Mr. Young to advance
funds to the Company will be a personal decision by him in his capacity as a
lender to the Company and not as an officer of the Company. In the event that
Mr. Young fails to fund his commitment described above, then we may have to
delay the implementation our short-term growth business development strategy.

RISKS, UNCERTAINTIES AND TRENDS RELATING TO THE COMPANY AND INDUSTRY

Aviation and Aerospace spending are generally affected by a number of
factors including general economic conditions, inflation, interest rates, tax
rates, fuel and other energy costs and consumer confidence, generally, all of
which are beyond our control. We are currently in a severe worldwide economic
recession. Runaway deficit spending by governments further exacerbates the
United States and the worldwide economic climate and may delay or possibly
deepen the current recession. Some economic indicators suggest rising energy
costs, higher inflation, dwindling consumer confidence and higher taxes.
Industrial purchases of our products tend to decline during recessionary periods
when disposable revenue is lower and may impact sales of our products. Sudden
disruptions in business conditions could result from a terrorist attack similar
to the events of September 11, 2001, including attacks, the threat of further
attacks or retaliation, war, adverse weather conditions or other natural
disasters, such as Hurricane Katrina, pandemic situations or large scale power
outages can have a short term or, sometimes, long term impact on spending.
Downturns in the economies in which we sell our products or a sudden disruption
of business conditions in those economies could adversely affect our business. A
worldwide recession or a government debt default could place severe constraints
on the ability of all companies, particularly smaller ones, to raise capital,
borrow money, operate effectively and profitably and to plan for the future.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

Our management's discussion and analysis of our financial condition and
results of operations are based on our condensed financial statements, which
have been prepared in accordance with accounting principles generally accepted
in the United States. The preparation of these financial statements requires us
to make estimates and assumptions that affect the reported amounts of assets and
liabilities and the disclosure of contingent assets and

liabilities at the date of the financial statements as well as the reported
net sales and expenses during the reporting periods. On an ongoing basis, we
evaluate our estimates and assumptions. We base our estimates on historical
experience and on various other factors that we believe are reasonable under the
circumstances, the results of which form the basis for making judgments about
the carrying value of assets and liabilities that are not readily apparent from
other sources. Actual results may differ from these estimates under different
assumptions or conditions.

While our significant accounting policies are more fully described in Note
2 to our financial statements, we believe that the following accounting policies
are the most critical to aid the reader in fully understanding and evaluating
this discussion and analysis:

BASIS OF PRESENTATION - The accompanying financial statements have been
prepared in accordance with generally accepted accounting principles for
financial information and have been prepared pursuant to the rules and
regulations of the Securities and Exchange Commission for smaller reporting
companies. In the opinion of management, all adjustments, consisting of normal
recurring accruals, necessary for a fair presentation of the results of
operations of the Company for the Years Ended Decmber 31, 2011 and 2010 have
been reflected herein.

INVENTORIES - Inventories, consisting primarily of airplane parts,
components and units for sale, are recorded using the average cost method.

REVENUE RECOGNITION - Revenue on our components and parts are recognized
when the units or parts ship to the customer.

STOCK-BASED COMPENSATION - The Company follows the provisions of ASC
718-20-10 Compensation - Stock Compensation which establishes standards
surrounding the accounting for transactions in which an entity exchanges its
equity instruments for goods or services. ASC 718-20-10 focuses primarily on
accounting for transactions in which an entity obtains employee services in
share-based payment transactions. ASC 718-20-10 provides for, and the Company
has elected to adopt the modified prospective application under which
compensation cost is recognized on or after the required effective date for the
fair value of all future share based award grants and the portion of outstanding
awards at the date of adoption of this statement for which the requisite service

has not been rendered, based on the grant-date fair value of those awards
calculated under ASC 718-20-10 pro forma disclosures.

COMPREHENSIVE INCOME (LOSS) - FASB ASC Topic 220 (Statement of Financial
Accounting Standards No. 130, "REPORTING COMPREHENSIVE INCOME") establishes
standards for reporting comprehensive income (loss) and its components in a
financial statement that is displayed with the same prominence as other
financial statements. Comprehensive income (loss), as defined, includes all
changes in equity during the period from non-owner sources, such as foreign
currency translation adjustments.

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

In April 2009, the FASB issued FASB ASC 825-10-50 and FASB ASC 270 ("FSP
107-1 AND APB 28-1 INTERIM DISCLOSURES ABOUT FAIR VALUE OF FINANCIAL
INSTRUMENTS"), which increases the frequency of fair value disclosures to a
quarterly basis instead of on an annual basis. The guidance relates to fair
value disclosures for any financial instruments that are not currently reflected
on an entity's balance sheet at fair value. FASB ASC 825-10-50 and FASB ASC 270
are effective for interim and annual periods ending after June 15, 2009. The
adoption of FASB ASC 825-10-50 and FASB ASC 270 did not have a material impact
on results of operations, cash flows, or financial position

In May 2009, the FASB issued FASB ASC 470 (Staff Position No. APB 14-1
"ACCOUNTING FOR CONVERTIBLE DEBT INSTRUMENTS THAT MAY BE SETTLED IN CASH UPON
CONVERSION (INCLUDING PARTIAL CASH SETTLEMENT)"). FASB ASC 470 clarifies that
convertible debt instruments that may be settled in cash upon conversion
(including partial cash settlement) are not addressed by FASB ASC 470-20-65-1
(paragraph 12 of APB Opinion No. 14, "ACCOUNTING FOR CONVERTIBLE DEBT AND DEBT

ISSUED WITH STOCK PURCHASE WARRANTS"). Additionally, FASB ASC 470 specifies
that issuers of such instruments should separately account for the liability and
equity components in a manner that will reflect the entity's nonconvertible debt
borrowing rate when interest cost is recognized in subsequent periods. FASB ASC
470 is effective for financial statements issued for fiscal years beginning
after December 15, 2008 and interim periods within those fiscal years. The
adoption of FASB ASC 470 did not have an effect on our consolidated financial
statements.

In May 2009, the FASB issued FASB ASC 855 (SFAS No. 165, "SUBSEQUENT
EVENTS"), which establishes general standards of accounting for and disclosure
of events that occur after the balance sheet date but before financial
statements are issued or are available to be issued. In particular, FASB ASC 855
sets forth (a) the period after the balance sheet date during which management
of a reporting entity should evaluate events or transactions that may occur for
potential recognition or disclosure in the financial statements, (b) the
circumstances under which an entity should recognize events or transactions
occurring after the balance sheet date in its financial statements, and (c) the
disclosures that an entity should make about events or transactions that
occurred after the balance sheet date. FASB ASC 855 is effective for interim or
annual financial reporting periods ending after June 15, 2009. The adoption of
FASB ASC 855 did not have an impact on results of operations, cash flows, or
financial position.

In June 2009, the FASB issued FASB ASC 810 (SFAS No. 167, "AMENDMENTS TO
FASB INTERPRETATION NO. 46(R)"). FASB ASC 810 applies to FASB ASC 105 entities
and is effective for annual financial periods beginning after November 15, 2009
and for interim periods within those years. Earlier application is prohibited. A
calendar year-end company must adopt this statement as of January 1, 2010. The
Company does not anticipate the adoption of FASB ASC 810 to have a material
impact on results of operations, cash flows, or financial position.

In June 2009, the FASB issued FASB ASC 860 (SFAS No. 166, "ACCOUNTING FOR
TRANSFERS OF FINANCIAL ASSETS-AN AMENDMENT OF FASB STATEMENT NO. 140"). FASB ASC
860 applies to all entities and is effective for annual financial periods
beginning after November 15, 2009 and for interim periods within those years.
Earlier application is prohibited. A calendar year-end company must adopt this
statement as of January 1, 2010. This statement retains many of the criteria of
FASB ASC 860 (FASB 140, "ACCOUNTING FOR TRANSFERS AND SERVICING OF FINANCIAL
ASSETS AND EXTINGUISHMENTS OF LIABILITIES") to determine whether a transfer of

financial assets qualifies for sale accounting, but there are some significant
changes as discussed in the statement. Its disclosure and measurement
requirements apply to all transfers of financial assets occurring on or after
the effective date. Its disclosure requirements, however, apply to transfers
that occurred BOTH before and after the effective date. In addition, because
FASB ASC 860 eliminates the consolidation exemption for Qualifying Special
Purpose Entities, a company will have to analyze all existing QSPEs to determine
whether they must be consolidated under FASB ASC 810. The Company does not
anticipate the adoption of FASB ASC 860 to have a material impact on results of
operations, cash flows, or financial position.

In August 2009, the FASB issued ASU 2009-05, "MEASURING LIABILITIES AT FAIR
VALUE." ASU 2009-05 applies to all entities that measure liabilities at fair
value within the scope of FASB ASC 820, "FAIR VALUE MEASUREMENTS AND
DISCLOSURES." ASU 2009-05 is effective for the first reporting period (including
interim periods) beginning after issuance, October 1, 2009, for the Company. The
Company does not anticipate the adoption of ASU 2009-05 to have a material
impact on results of operations, cash flows, or financial position.

In October 2009, the FASB ratified FASB ASC 605-25 (the EITF's final
consensus on Issue 08-1, "REVENUE ARRANGEMENTS WITH MULTIPLE DELIVERABLES").
FASB ASC 605-25 is effective for fiscal years beginning on or after June 15,
2010. Earlier adoption is permitted on a prospective or retrospective basis. The
Company is currently evaluating the impact of this pronouncement on its
consolidated financial statements.

In January 2010, the FASB issued ASU No. 2010-02, Accounting and Reporting
for Decreases in Ownership of a Subsidiary," which clarifies the scope of the
guidance for the decrease in ownership of a subsidiary in ASC 810,
"Consolidations," and expands the disclosures required for the deconsolidation
of a subsidiary or de-recognition of a group of assets. This guidance was
effective on January 1, 2010. The Company adopted this guidance and it did not
have an effect on the accompanying financial statements.

In January 2010, the FASB issued ASU No. 2010-01, "Accounting for
Distributions to Shareholders with Components of Stock and Cash," which
clarifies that the stock portion of a distribution to shareholders that allows
them to elect to receive cash or stock with a potential limitation on the total
amount of cash that all shareholders can elect to receive in the aggregate is
considered a share issuance that is reflected in earnings per share
prospectively and is not a stock dividend for purposes of applying ASC 505,
"Equity," and ASC 260, "Earnings Per Share." This guidance is effective for
interim and annual periods ending on or after December 15, 2009, and should be
applied on a retrospective basis. The application of the requirements of this
guidance had no effect on the accompanying financial statements.

RECENT ACCOUNTING PRONOUNCEMENTS

In January 2010, the Financial Accounting Standards Board (FASB) issued
Accounting Standards Update (ASU) 2010-06, "Improving Disclosures About Fair
Value Measurements." Effective January 1, 2010, ASU 2010-06 requires the
separate disclosure of significant transfers into and out of the Level 1 and
Level 2 categories and the reasons for such transfers, and also requires fair
value measurement disclosures for each class of assets and liabilities as well
as disclosures about valuation techniques and inputs used for recurring and
nonrecurring Level 2 and Level 3 fair value measurements. The Company adopted
this amendment during fiscal year 2010, which resulted in additional disclosures
in the Company's consolidated financial statements. Effective in fiscal years
beginning after December 15, 2010, ASU 2010-06 also requires Level 3 disclosure
of purchases, sales, issuances and settlements activity on a gross rather than a
net basis.

The FASB issued Accounting Standards Update (ASU) No. 2010-20. DISCLOSURES
ABOUT THE CREDIT QUALITY OF FINANCING RECEIVABLES AND THE ALLOWANCE FOR CREDIT
LOSSES, on July 21, 2010, requiring companies to improve their disclosures about
the credit quality of their financing receivables and the credit reserves held
against them. The extra disclosures for financing receivables include aging of
past due receivables, credit quality indicators, and the modifications of
financing receivables. This guidance is effective for interim and annual periods

ending on or after December 15, 2010. There was no material impact on the
Company's consolidated financial position, results of operations or cash flows.

The CONSOLIDATION TOPIC OF THE FASB ASC 810 provides a new accounting
provision regarding the consolidation of variable interest entities ("VIEs").
The new accounting provision modifies the existing quantitative guidance used in
determining the primary beneficiary of a VIE by requiring entities to
qualitatively assess whether an enterprise is a primary beneficiary, based on
whether the entity has (i) power over the significant activities of the VIE, and
(ii) an obligation to absorb losses or the right to receive benefits that could
be potentially significant to the VIE. Additionally, the accounting provision
requires an ongoing reconsideration of the primary beneficiary and provides a
framework for the events that triggers a reassessment of whether an entity is a
VIE. The new accounting update became effective for the Company on July 1, 2010.
The adoption of this guidance did not have a material effect on the Company's
consolidated financial statements.

In May 2011, the FASB issued ASU 2011-04, "Amendments to Achieve Common
Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs
(International Financial Reporting Standard)." ASU 2011-04 attempts to improve
the comparability of fair value measurements disclosed in financial statements
prepared in accordance with U.S. GAAP and IFRS. Amendments in ASU 2011-04
clarify the intent of the application of existing fair value measurement and
disclosure requirements, as well as change certain measurement requirements and
disclosures. ASU 2011-04 is effective for the Company beginning January 1, 2012
and will be applied on a prospective basis. We do not believe that the adoption
of ASU 2011-04 will have a material effect on our consolidated financial
statements.

In June 2011, the FASB issued ASU 2011-05, "Presentation of Comprehensive
Income." ASU 2011-05 changes the way other comprehensive income ("OCI") appears
within the financial statements. Companies will be required to show net income,
OCI and total comprehensive income in one continuous statement or in two
separate but consecutive statements. Components of OCI may no longer be
presented solely in the statement of changes in shareholders' equity. Any
reclassification between OCI and net income will be presented on the face of the
financial statements. ASU 2011-05 is effective for the Company beginning January
1, 2012. The adoption of ASU 2011-05 will not impact the measurement of net
income or other comprehensive income.

A variety of proposed or otherwise potential accounting standards are
currently under study by standard setting organizations and various regulatory
agencies. Due to the tentative and preliminary nature of those proposed
standards, the Company's management has not determined whether implementation of
such proposed standards would be material to its financial statements.

RESULTS OF OPERATIONS OF THE COMPANY

COMPARISON OF THE YEARS ENDED DECEMBER 31, 2011 AND 2010

NET SALES. Net sales for the years ended December 31, 2011 and 2010 were $
209,433 and $551,426, respectively, representing a 62% decrease in sales.

COST OF SALES. Cost of sales for the year ended December 31, 2011 was
$116,823 on net revenue of $209,433, representing 56% of net sales, compared to
the year ended December 31, 2010, in which cost of sales was $383,997 on net
revenue of $551,426, representing 70% of net sales.

GROSS PROFIT. Gross profit for the year ended December 31, 2011 was
$92,610, providing a gross profit margin of 44% compared to gross profit for
year ended December 31, 2010 of $167,429, providing a gross profit margin of
30%.

OPERATING EXPENSES. Our operating expenses consist of selling and marketing
expenses and general and administrative expenses. For the year ended December
31, 2011, total operating expenses were $151,726, representing 72% of net sales.
For the year ended December 31, 2010, total operating expenses were $115,116,
representing 21% of net sales.

Selling and marketing expenses for the year ended December 31, 2011 were
$11,368, representing more than 5% of net sales, compared to the year ended
December 31, 2010 in which selling and marketing expenses were $4,016,
representing less than 1% of net sales.

General and administrative expenses for the year ended December 31, 2011
were $140,358, representing 67% of net sales, compared to the year ended
December 31, 2010 in which general and administrative expenses were $111,100,
representing 20% of net sales.

LIQUIDITY AND CAPITAL RESOURCES

CASH FLOWS - FOR THE YEARS ENDED DECEMBER 31, 2011 AND 2010

Net cash used in operating activities was $54,842 for the year ended
December 31, 2011, compared with net cash provided by operating activities of
$36,912 for the year ended December 31, 2010. The net cash used in or provided
by operating activities for both years is mainly attributable to the net loss or
the net income each year.

There was no cash provided by or used in investing activities for the years
ended December 31, 2011 and 2010.

Net cash provided by financing activities was $51,882 for the year ended
December 31, 2011 and was primarily from loan payable proceeds. Net cash used in
financing activities was $16,100 for the year ended December 31, 2010 primarily
from member distributions.

CAPITAL RESOURCES

The Company expects to continue to incur capital, inventory, administrative
and other expenses. The Company's current monthly "burn rate" is approximately
$13,800, which includes aggregate monthly fees of $10,000 for two consultants
that are being accrued until funds are available for payment. We are in the
process of forming a funding strategy to raise approximately $500,000 in order
to fully implement our business plan, which includes recruiting and hiring
additional individuals, expanding our inventory and obtaining additional
licenses and certifications, as discussed in the Business Development -
Short-Term Growth section of the Description of Business. We have not decided on
a funding strategy yet and we have no firm commitments from any investors to
date. Our monthly "burn rate" will increase to approximately $17,250 per month
if we are successful in raising the approximate $500,000 in funding. The Company
will need to generate significant revenues in order to achieve and maintain
profitability. There are no additional financing requirements required to
maintain and continue the Company's operations during the next twelve months.
Management believes that our current cash and cash equivalents and anticipated
cash flow from operations will be sufficient to meet our anticipated cash needs,
including our cash needs for working capital and capital expenditures, for at
least the next twelve months. The Company's business will be materially and
adversely affected if we fail to achieve additional revenues, if revenues grow
more slowly than anticipated or if our operating or capital expenses increase
more than expected or cannot be reduced in the event of lower revenues.

foregoing. We currently do not have any binding commitments for additional
financing, although our current plans in place to raise additional capital are
by offering equity financing. However we reserve the right to raise additional
capital in the future in which case the percentage ownership of our shareholders
would be diluted. We cannot provide any assurances that we will be able to
secure the additional cash or working capital we may require to continue our
operations.

CONTRACTUAL OBLIGATIONS AND OFF-BALANCE SHEET ARRANGEMENTS

CONTRACTUAL OBLIGATIONS

We have certain fixed contractual obligations and commitments that
include future estimated payments. Changes in our business needs, cancellation
provisions, changing interest rates, and other factors may result in actual
payments differing from the estimates. We cannot provide certainty regarding the
timing and amounts of payments. We have presented below a summary of the most
significant assumptions used in our determination of amounts presented in the
tables, in order to assist in the review of this information within the context
of our consolidated financial position, results of operations and cash flows.

The following table summarizes our contractual obligations as of
December 31, 2011, and the effect these obligations are expected to have on our
liquidity and cash flows in future periods.

PAYMENTS DUE BY PERIOD

Less than 1-3 3-5 5
Total 1 year Years Years Years +
----- ------ ----- ----- -------
Contractual Obligations:
Operating Leases (1) $ 28,424 $ 17,916 $10,508 $ -- $ --
Services Agreements (2) 120,000 120,000 -- -- --
-------- -------- ------- ------- -------

Totals: $148,424 $137,916 $10,508 $ -- $ --
======== ======== ======= ======= =======

----------
(1) 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.
(2) Services Agreements -- On October 5, 2011, the Company entered into two
agreements for a period of one year at an annual aggregate charge of
$120,000. One individual will provide the Company with consulting and
advisory services in relation to the Company's accounting and compliance
requirements at the monthly charge of $5,000. The second individual will
provide federal securities advice to the Company and the preparation of
required filings at the monthly charge of $5,000.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK.

Not applicable.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

Our financial statements and supplementary data may be found beginning at
page F-1.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.

DISMISSAL OF SALBERG & COMPANY, P.A.. AS THE REGISTRANT'S INDEPENDENT AUDITOR.

Effective November 25, 2011, the Company notified its principal independent
auditor, Salberg & Company, P.A. of Boca Raton, Florida (the "Former
Accountant") of our decision to change principal independent auditors.

The Former Accountant's report on the Company's financial statements for
the fiscal years ended December 31, 2010 and 2009, did not contain an adverse
opinion or a disclaimer of opinion and was not qualified or modified as to
uncertainty, audit scope or accounting principles, except as follows:

The Former Accountant's report on the Company's financial statements for
the fiscal years ended December 31, 2010, and 2009, contained a separate
paragraph stating "The accompanying financial statements have been prepared
assuming that the Company will continue as a going concern. As discussed in Note
6 in the accompanying financial statements, the Company had a net loss and net
cash used in operating activities of $67,747 and $51,316, respectively, and had
minimal activity or operations in 2010 and had a deficit accumulated during the
development stage of $1,137,293, a working capital deficit of $151,147 and
stockholders' deficit of $151,147 at December 31, 2010 and is a development
stage company with no revenues. These matters raise substantial doubt about the
Company's ability to continue as a going concern. Management's plan in regards
to these matters is also described in Note 6. The financial statements do not
include any adjustments that might result from the outcome of this uncertainty."

During the Company's fiscal years ended December 31, 2010 and 2009, and the
nine month period ended September 30, 2011, and through November 25, 2011, which
preceded this change of independent auditors, there were no disagreements with
the Former Accountant on any matter of accounting principles or practices,
financial statement disclosure or auditing scope or procedure, which
disagreement(s), if not resolved to the satisfaction of the Former Accountant,
would have caused the Former Accountant to make reference to the subject matter
thereof in its reports. During the Company's fiscal years ended December 31,
2010 and 2009, there were no reportable events (as defined in Item 304(a)(1)(v)
of Regulation S-K of the SEC's rules and regulations).

The change in auditor was recommended and approved by the Company's Board
of Directors effective November 25, 2011.

ENGAGEMENT OF HARRIS F. RATTRAY, CPA AS THE REGISTRANT'S INDEPENDENT AUDITOR.

The Company engaged Harris F. Rattray, CPA of Pembroke Pines, Florida (the
"New Accountant") to serve as the independent registered accounting firm
responsible for auditing the Company's financial statements for the fiscal year
ending December 31, 2011.

The change in auditor was recommended and approved by the Company's Board
of Directors effective November 25, 2011.

During the Company's fiscal years ended December 31, 2010 and 2009, and the
nine month period ended September 30, 2011, and through November 25, 2011,
neither the Company nor anyone on behalf of the Company consulted the New
Accountant regarding (1) the application of accounting principles to a specified
transaction, either completed or proposed, or the type of audit opinion that
might be rendered on the Company's consolidated financial statements, and the
New Accountant did not provide a written report or oral advice to the Company
that was an important factor considered by the Company in reaching a decision as
to the accounting, auditing or financial reporting issue, (2) any matter that
was either the subject of a disagreement with the Former Accountant on
accounting principles or practices, financial statement disclosure or auditing
scope or procedures, which, if not resolved to the satisfaction of the Former
Accountant, would have caused the Former Accountant to make reference to the
matter in their report, or a "reportable event" (as described in paragraph
(a)(1)(v) of Item 304 of Regulation S-K of the SEC's rules and regulations).

The Company decided to change its independent registered public accounting
firm in order to garner expected cost savings due to the New Accountant's
familiarity with the business of Young Aviation, LLC.

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. On October 3, 2011, the Company acquired 100% of
the members' interests of Young Aviation, pursuant to the Share Exchange
Agreement. The acquisition of Young Aviation, considered a reverse merger,
resulted in a change in control at the Company and new management decided to
abandon the former business and focus solely on the business of Young Aviation.

The New Accountant issued a report on Young Aviation's financial statements
for the fiscal years ended December 31, 2010 and 2009, dated September 30, 2011,
and completed a review of the interim period for the six months ended June 30,
2011, dated September 30, 2011, for the Board of Directors of Young Aviation.
The New Accountant's report for the fiscal years ended December 31, 2010 and
2009 and six month review of Young Aviation were included in the Company's Form
8-K filed with the SEC on October 4, 2011. In addition, the New Accountant
completed a review of the interim period for the nine months ended September 30,
2011, dated November 22, 2011, for the Board of Directors of Young Aviation. The
New Accountant's report for the fiscal years ended December 31, 2010 and 2009
and nine month review of Young Aviation were included in the Company's Amendment
No. 1 to Form 8-K filed with the SEC on November 25, 2011.

ITEM 9A. CONTROLS AND PROCEDURES.

DISCLOSURE CONTROLS AND PROCEDURES

Commencing with our Annual Report for the 2011 fiscal year, we will be
required to maintain "disclosure controls and procedures." The term "disclosure
controls and procedures," as defined in Rules 13a-15(e) and 15d-15(e) under the
Securities and Exchange Act of 1934, as amended ("Exchange Act"), means controls
and other procedures of a company that are designed to ensure that information
required to be disclosed by the company in the reports it files or submits under
the Exchange Act is recorded, processed, summarized and reported, within the
time periods specified in the Securities and Exchange Commission's rules and
forms. Disclosure controls and procedures also include, without limitation,
controls and procedures designed to ensure that information required to be
disclosed by a company in the reports that it files or submits under the
Exchange Act is accumulated and communicated to the company's management,
including its principal executive and principal financial officers, or persons
performing similar functions, as appropriate, to allow timely decisions
regarding required disclosure.

MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

Commencing with our Annual Report for the 2011 fiscal year, our management
will be responsible for establishing and maintaining adequate internal control
over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the
Exchange Act. Our internal control over financial reporting is designed to
provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles. Our internal control over
financial reporting includes those policies and procedures that:

(1) pertain to the maintenance of records that in reasonable detail
accurately and fairly reflect the transactions and dispositions of our
assets;

(2) provide reasonable assurance that transactions are recorded as
necessary to permit preparation of financial statements in accordance
with U.S. GAAP, and that our receipts and expenditures are being made
only in accordance with the authorization of our management and
directors; and

(3) provide reasonable assurance regarding prevention or timely detection
of unauthorized acquisition, use or disposition of our assets that
could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial
reporting may not prevent or detect misstatements. Also, projections of any
evaluation of effectiveness to future periods are subject to the risk that
controls may become inadequate because of changes in conditions, or that the
degree of compliance with the policies or procedures may deteriorate.

At December 31, 2011, we carried out an evaluation required by Rule 13a-15
or Rule 15d-15 of the Securities Exchange Act of 1934 (the "Exchange Act") under
the supervision and with the participation of our management, including our
Principal Executive Officer and Principal Financial Officer, of the
effectiveness of the design and operation of our disclosure controls and
procedures.

Based upon such evaluation, such person concluded that as of such date, our
disclosure controls and procedures were not effective at the reasonable
assurance level because, due to financial constraints, the Company does not
maintain a sufficient complement of personnel with an appropriate level of
technical accounting knowledge, experience and training in the application of
generally accepted accounting principles commensurate with our financial
accounting and reporting requirements. In the event that we may receive
sufficient funds for internal operational purposes, we plan to retain the
services of additional internal management staff to provide assistance to our
current management with the monitoring and maintenance of our internal controls
and procedures.

This Annual Report does not include an attestation report of the Company's
registered public accounting firm due to the Company's lack of capital to hire
the required personnel and a transition period established by rules of the
Securities and Exchange Commission for newly public companies.

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING.

We did not change our internal control over financial reporting during our
last fiscal quarter that materially affected, or is reasonably likely to
materially affect, the Company's internal control over financial reporting.

ITEM 9B. OTHER INFORMATION.

Not applicable.

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

Our executive officers are elected by the board of directors and serve at
the discretion of the board. Our current director serves until the next annual
members meeting or until his successor has been duly elected and qualified.
Effective October 3, 2011, in connection with the closing of the Share Exchange
Agreement with Young Aviation, Vincent Beatty, our former President, Chief
Executive Officer, Chief Financial Officer and Director, and Thomas Hagan, our
former Secretary and Director, resigned their respective offices, and Joel A.
Young was appointed as our President, Chief Executive Officer, Chief Financial
Officer and sole Director. The following table sets forth certain information
regarding our current director and executive officer:

Name Position Since
---- -------- -----
Joel A. Young President, Chief Executive Officer, October 3, 2011
Chief Financial Officer and Director

Certain biographical information of our director and officer is set forth
below.

JOEL A. YOUNG, CEO

Joel A. Young is the founder of Young Aviation. Mr. Young was elected to
our Board of Directors on October 3, 2011, and was appointed to the offices of
President, Chief Executive Officer and Chief Financial Officer on the same date.
Mr. Young, age 39, began his career in the as a supply chain manager for Hubair
in Sunrise, Florida, in 1998, managing the Delta, KLM, Lufthansa and British
Airways accounts for the company until 2002. He then managed the MRO facility
for Aircraft Systems in Miami, Florida until 2004 when he formed Young Aviation
LLC, which he has successfully operated since. He was a Series 7 registered
representative for Gateway Financial Group in Boca Raton, Florida from 1993 to
1996. He studied Business Management at Florida Atlantic University in Boca
Raton, FL.

DIRECTOR QUALIFICATIONS

We do not have a formal policy regarding director qualifications. Our sole
Director, Joel A. Young, has been working in the aviation supply chain since
1998, and has been running Young Aviation, LLC, our wholly-owned subsidiary,
since 2004. Mr. Young is very knowledgeable about airplane equipment, parts and
brokerage. In the opinion of Joel A. Young, our President, sole Director and
majority shareholder, he has sufficient business experience and integrity to
carry out the Company's plan of operations. Prior to becoming the Chief
Executive Officer of the Company in October 2011, Mr. Young had no experience as
a director of a publicly-held company. However, Mr. Young recognizes that he
will have to rely on professional advisors, such as attorneys and accountants
with public company experience, to assist with compliance with Exchange Act
reporting and corporate governance.

INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS

Except as described below, during the past ten years, no present director,
executive officer or person nominated to become a director or an executive
officer of the Company:

(1) had a petition under the federal bankruptcy laws or any state
insolvency law filed by or against, or a receiver, fiscal agent or
similar officer appointed by a court for the business or property of
such person, or any partnership in which he was a general partner at
or within two years before the time of such filing, or any corporation
or business association of which he was an executive officer at or
within two years before the time of such filing;

(2) was convicted in a criminal proceeding or subject to a pending
criminal proceeding (excluding traffic violations and other minor
offenses);

(3) was subject to any order, judgment or decree, not subsequently
reversed, suspended or vacated, of any court of competent
jurisdiction, permanently or temporarily enjoining him from or
otherwise limiting his involvement in any of the following activities:

(i) acting as a futures commission merchant, introducing broker,
commodity trading advisor, commodity pool operator, floor broker,
leverage transaction merchant, any other person regulated by the
Commodity Futures Trading Commission, or an associated person of
any of the foregoing, or as an investment adviser, underwriter,
broker or dealer in securities, or as an affiliated person,
director or employee of any investment company, bank, savings and
loan association or insurance company, or engaging in or
continuing any conduct or practice in connection with such
activity;

(ii) engaging in any type of business practice; or

(iii)engaging in any activity in connection with the purchase or sale
of any security or commodity or in connection with any violation
of federal or state securities laws or federal commodities laws;
or

(4) was the subject of any order, judgment or decree, not subsequently
reversed, suspended or vacated, of an federal or state authority
barring, suspending or otherwise limiting for more than 60 days the

right of such person to engage in any activity described in paragraph
(3) (i), above, or to be associated with persons engaged in any such
activity;

(5) was found by a court of competent jurisdiction in a civil action, the
Securities and Exchange Commission to have violated a federal or state
securities law, and the judgment in such civil action or finding by
the Securities and Exchange Commission has not been subsequently
reversed, suspended or vacated;

(6) was found by a court of competent jurisdiction in a civil action or by
the Commodity Futures Trading Commission to have violated any Federal
commodities law, and the judgment in such civil action or finding by
the Commodity Futures Trading Commission has not been subsequently
reversed, suspended or vacated;

(7) was the subject of, or a party to, any Federal or State judicial or
administrative order, judgment, decree, or finding, not subsequently
reversed, suspended or vacated, relating to any alleged violation of:

i. Any Federal or State securities or commodities law or regulation;
or

ii. Any law or regulation respecting financial institutions or
insurance companies including, but not limited to, a temporary or
permanent injunction, order of disgorgement or restitution, civil
money penalty or temporary or permanent cease-and-desist order,
or removal or prohibition order; or

iii. Any law or regulation prohibiting mail or wire fraud or fraud in
connection with any business entity; or

(8) was the subject of, or a party to, any sanction or order, not
subsequently reversed, suspended or vacated, of any self-regulatory
organization (as defined in Section 3(a)(26) of the Exchange Act (15
U.S.C. 78c(a)(26)), and registered entity (as defined in Section
1(a)(29) of the Commodity Exchange Act (7 U.S.C.1(a)(29)), or any
equivalent exchange, association, entity or organization that has
disciplinary authority over its members or persons associated with a
member.

ABSENCE OF INDEPENDENT DIRECTORS

We do not have any independent directors and are unlikely to be able to
recruit and retain any independent directors due to our small size and limited
financial resources.

AUDIT COMMITTEE FINANCIAL EXPERT

Although we have not established an Audit Committee, the functions of the
Audit Committee are currently carried out by our Board of Directors.

CODE OF BUSINESS CONDUCT AND ETHICS

On February 13, 2012, we adopted a Code of Business Conduct and Ethics
applicable to our officers, including our principal executive officer, principal
financial officer, principal accounting officer or controller and any other
persons performing similar functions. Our Code of Business Conduct and Ethics
was designed to deter wrongdoing and promote honest and ethical conduct, full,
fair and accurate disclosure, compliance with laws, prompt internal reporting
and accountability to adherence to our Code of Business Conduct and Ethics. Our
Code of Business Conduct and Ethics is posted on our website at
http://www.avworksaviation.com in the "Governance" section. We also intend to
disclose any future amendments to, and any waivers from (though none are
anticipated), the Code of Business Conduct and Ethics in the "Governance"
section of our website.

ITEM 11. EXECUTIVE COMPENSATION.

The following table sets forth the aggregate compensation paid by the
Company to our executive officers and directors of the Company for services
rendered during the periods indicated. The Company did not compensate any of its
officers or directors during the fiscal year ended December 31, 2009. The
information in the table below relating to Joel A. Young represents compensation
paid to Mr. Young by Young Aviation (and not AvWorks Aviation Corp. (f/k/a
Datamill Media Corp.)) during such periods.

Name and Stock All Other
Principal Position Year Salary($) Bonus($) Awards($) Compensation($) Total($)
------------------ ---- --------- -------- --------- --------------- --------

Joel A. Young: 2011 $ 0 $ 0 $ 0 $ 0 $ 0
President, Chief 2010 $20,000 $ 0 $ 0 $16,180 $36,180
Executive Officer, 2009 $ 0 $ 0 $ 0 $33,190 $33,190
Chief Financial Officer
and Director

Vincent Beatty: 2011 $ 0 $ 0 $ 0 $ 0 $ 0
Chief Executive Officer, 2010 $ 0 $ 0 $10,000(1) $ 0 $10,000
President, Chief Financial 2009 $ 0 $ 0 $ 0 $ 0 $ 0
Officer and Director

----------
(1) The Company issued 10,000,000 restricted shares of its common stock for
services rendered, calculated based upon the aggregate grant date fair
value computed in accordance with FASB ASC Topic 718. The shares were
valued at $0.001 per share or $10,000.

We do not have any employment agreements with any of our officers. We do
not contemplate entering into any employment agreements until such time as we
begin to attain profitable operations.

The compensation discussed herein addresses all compensation awarded to,
earned by, or paid to our named executive officer.

STOCK OPTION AND OTHER COMPENSATION PLANS

The Company currently does not have a stock option or any other
compensation plan for its executive officers or directors and has never had such
a plan in the past.

COMMITTEES OF THE BOARD OF DIRECTORS

We do not currently have an audit committee or a compensation committee.

COMPENSATION OF DIRECTORS

Our directors do not receive any direct compensation for their service on
our board of directors. Any future director compensation will be determined by
our compensation committee, once it is chartered.

COMPENSATION DISCUSSION AND ANALYSIS

There is currently no compensation policy in place for officers or directors of
the Company. The policy will be addressed when the Company has raised sufficient
income to warrant a policy.

DIRECTORSHIPS

During the past five years, none of our directors or persons nominated or
chosen to become directors held any other directorship in any company with a
class of securities registered pursuant to Section 12 of the 1934 Act or subject
to the requirements of Section 15(d) of such Act or any other company registered
as an investment company under the Investment Company Act of 1940.

FAMILY RELATIONSHIPS

No family relationship exists between or among any of our officers and
directors.

INDEMNIFICATION

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 her position, if she acted in good faith and in a manner 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 she is to be indemnified, we must
indemnify her against all 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.

In so far as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to our directors, officers and controlling persons
pursuant to Nevada law or otherwise, we have been advised that, in the opinion
of the Securities and Exchange Commission, such indemnification is against
public policy as expressed in the Act and is, therefore, unenforceable.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS.

To our knowledge, the following table sets forth, as of March 30, 2012,
information regarding the ownership of our Common Stock by:

* certain persons who own more than 5% of our Common Stock
* each of our directors and each of our executive officers; and
* all directors and executive officers as a group.

Each person has sole voting and investment power with respect to the shares
of Common Stock shown, except as otherwise noted.

Amount and Nature
Name and Address of of Beneficial
Beneficial Owner Ownership Number(1) Percent(1)
---------------- ------------------- ----------
Joel A. Young (2) 165,000,000 62.9%

Vincent Beatty (3) 25,201,350 9.6%

All officers and directors 165,000,000 62.9%
as a group (1 person)

----------
(1) The numbers and percentages set forth in these columns are based on
262,037,165 shares of Common Stock outstanding as of March 30, 2012. The
number and percentage of units beneficially owned is determined in
accordance with Rule 13d-3 of the Securities Exchange Act of 1934, and the
information is not necessarily indicative of beneficial ownership for any
other purpose. Under such rule, beneficial ownership includes any equity

securities as to which the holder has sole voting power or investment power
and also any shares that the holder has the right to acquire within 60
days.
(2) Mr. Young's address is 4700 Hiatus Road, Suite 252, Sunrise, FL 33351. (3)
Mr. Beatty's address is 1205 Hillsboro Mile, Suite 203, Hillsboro Beach, FL
33062.

There are no arrangements or understandings among the entities and
individuals referenced above or their respective associates concerning election
of directors or other any other matters which may require investor approval.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR
INDEPENDENCE.

Although we have not adopted formal procedures for the review, approval or
ratification of transactions with related persons, we adhere to a general policy
that such transactions should only be entered into if they are on terms that, on
the whole, are no more favorable, or no less favorable, than those available
from unaffiliated third parties and their approval is in accordance with
applicable law. Such transactions require the approval of our board of
directors.

The Company advanced funds under a verbal arrangement and holds an advance
receivable of approximately $20,000, as of September 30, 2011, from Joel A.
Young, the President and Chief Executive Officer of the Company. The advance
amount is due upon request by the Company. In addition, the Company received
loan proceeds from two individuals under verbal arrangements, who subsequently
became Company shareholders, for the aggregate amount of $37,000, as of
September 30, 2011. The 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% and are due upon demand.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.

INDEPENDENT PUBLIC ACCOUNTANTS

The Company has renewed the engagement of Harris F. Rattray, CPA to serve
as the independent accounting firm responsible for auditing our financial
statements for the fiscal year ended December 31, 2011.

(1) Audit Fees. During the fiscal year ended December 31, 2011, the
aggregate fees billed by the Company's auditors, for services rendered for the
audit of our annual financial statements and the review of the financial
statements included in our quarterly reports on Form 10-Q and for services
provided in connection with the statutory and regulatory filings or engagements
for 2011, was $18,600. During the fiscal year ended December 31, 2010, the
aggregate fees billed by the Company's auditors, for services rendered for the
audit of our annual financial statements and the review of the financial
statements included in our quarterly reports on Form 10-Q and for services
provided in connection with the statutory and regulatory filings or engagements
for 2010, was $9,600.

(2) Audit-Related Fees. During fiscal years ended December 31, 2011 and
2010, our auditors did not receive any fees for any audit-related services other
than as set forth in paragraph (1) above.

(3) Tax Fees. Our auditors did not provide tax compliance, tax advice, or
tax planning advice during the fiscal years ended December 31, 2011 and 2010.

(4) All Other Fees. None.

(5) Audit Committee's Pre-Approval Policies and Procedures.

Effective May 6, 2003, the Securities and Exchange Commission adopted rules
that require that before Principal Accountants are engaged by us to render any
auditing or permitted non-audit related service, the engagement be:

* approved by our audit committee (which consists of our entire board of
directors); or
* entered into pursuant to pre-approval policies and procedures
established by the board of directors, provided the policies and
procedures are detailed as to the particular service, the board of
directors is informed of each service, and such policies and
procedures do not include delegation of the board of directors'
responsibilities to management.

The board of directors pre-approves all services provided by our
independent auditors. All of the above services and fees were reviewed and
approved by the board of directors either before or after the respective
services were rendered.

The board of directors has considered the nature and amount of fees billed
by our principal accountants and believes that the provision of services for
activities unrelated to the audit is compatible with maintaining our principal
accountants' independence.

During the 2011 and 2010 fiscal years, the Company used the following
pre-approval procedures related to the selection of our independent auditors and
the services they provide: unanimous consent of all directors via a board
resolution.

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.

(a) (1) Financial Statements

Financial statements for AvWorks Aviation Corp. listed in the Index to
Financial Statements and Supplementary Data on page F-1 are filed as
part of this Annual Report.

(a) (2) Financial Statement Schedule

Financial Statement Schedule for AvWorks Aviation Corp. listed in the
Index to Financial Statements and Supplementary Data on page F-1 are
filed as part of this Annual Report.

(a) (3) See the "Index to Exhibits" set forth below.

(b) See Exhibit Index below for exhibits required by Item 601 of
Regulation S-K

EXHIBIT INDEX

List of Exhibits attached or incorporated by reference pursuant to Item 601
of Regulation S-B

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 [Incorporated by
reference to Exhibit 2.1 to the Company's Amendment No. 3 of
Current Report on Form 8-K filed with the Commission on January
25, 2012].

2.1.1 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 [Incorporated by reference to
Exhibit 10.3 to the Company's Current Report on form 8-K filed
with the Commission on October 4, 2011].

3.1 Articles of Incorporation [Incorporated by reference to Exhibit
3.1 to the Company's form S-1 registration statement, Registration
No. 333-172010].

3.1.1 Certificate of Amendment to Articles of Incorporation filed with
the Secretary of State of Nevada, effective September 19, 2011
[Incorporated by reference to Exhibit 3.1.1 to the Company's
Current Report on Form 8-K filed with the Commission on October 4,
2011].

3.1.2 Certificate of Amendment to Articles of Incorporation filed with
the Secretary of State of Nevada, changing name to AvWorks
Aviation Corp. effective November 23, 2011 [Incorporated by
reference to Exhibit 3 (i) to the Company's Current Report on Form
8-K filed with the Commission on November 30, 2011].

3.2 Bylaws [Incorporated by reference to Exhibit 3.2 to the Company's
Form S-1 registration statement (Registration No. 333-172010)].

10.1 Promissory Note dated January 5, 2011, payable to Jablonski
Family, LLLP [Incorporated by reference to Exhibit 10.1 to the
Company's Form S-1 registration statement (Registration No.
333-172010)].

10.2 Security and Pledge Agreement dated January 4, 2011, between
Vincent Beatty and Jablonski Family, LLLP [Incorporated by
reference to Exhibit 10.2 to the Company's Form S-1 registration
statement (Registration No. 333-172010)].

10.3 Material Terms of Verbal Agreement with Joel A. Young Re: $25,000
Loan to the Company [Incorporated by reference to Exhibit 10.4 to
the Company's Current Report on Form 8-K filed with the Commission
on November 25, 2011].

10.4 Material Terms of Verbal Agreement with Olive Waite Re: $31,000
Loan to the Company [Incorporated by reference to Exhibit 10.5 to
the Company's Current Report on Form 8-K filed with the Commission
on November 25, 2011].

10.5 Material Terms of Verbal Agreement with Rick Klein Re: $6,000 Loan
to the Company [Incorporated by reference to Exhibit 10.6 to the
Company's Current Report on Form 8-K filed with the Commission on
November 25, 2011].

10.6 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 [Incorporated by reference to Exhibit 10.7
to the Company's Amendment No. 2 of Current Report on Form 8-K
filed with the Commission on December 21, 2011].

10.7 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. [Incorporated by reference to Exhibit 10.8 to
the Company's Amendment No. 2 of Current Report on Form 8-K filed
with the Commission on December 21, 2011].

10.8 Management Advisory Agreement dated December 19, 2011, by and
between AvWorks Aviation Corp. and Precision Aircraft Dismantling,
LLC [Incorporated by reference to Exhibit 10.1 to the Company's
Current Report on Form 8-K filed with the Commission on December
19, 2011].

10.9 Lease Agreement dated January 24, 2006, by and between Hiatus
commerce center, as lessor, and Joel Young and Young Aviation,
LLC, as lessee [Incorporated by reference to Exhibit 10.9 to the
Company's Amendment No. 3 of Current Report on Form 8-K filed with
the Commission on January 25, 2011].

10.10 First Addendum to lease dated January 24, 2006, between Hiatus
Commerce Center, as lessor, and Young Aviation LLC, as lessee
[Incorporated by reference to Exhibit 10.10 to the Company's
Amendment No. 3 of Current Report on Form 8-K filed with the
Commission on January 25, 2011].

14* Code of Business Conduct and Ethics Adopted February 13, 2012

21* Subsidiaries

31.1* Certification of Principal Executive Officer Pursuant to 18 U.S.C.
Section 1350

31.2* Certification of Principal Financial Officer Pursuant to 18 U.S.C.
Section 1350

32.1* 906 Certification of Principal Executive Officer

32.2* 906 Certification of Principal Financial Officer

----------
* Filed herewith.

SIGNATURES

In accordance with Section 13 or 15(d) of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.

AvWorks Aviation Corp.

Dated: April __, 2012 /s/ Joel A. Young
--------------------------------------
By: Joel A. Young
Its: President and Chief Executive Officer

In accordance with the Securities Exchange Act of 1934, this report has
been signed below by the following persons on behalf of the Registrant and in
the capacities and on the dates indicated.

Dated: April 9, 2012 /s/ Joel A. Young
--------------------------------------
By: Joel A. Young
Its: President, Chief Executive Officer and
Director
(Principal Executive Officer)
Chief Financial Officer
(Principal Financial Officer and
Principal Accounting Officer)

AVWORKS AVIATION CORP.
(F/K/A DATAMILL MEDIA CORP.)

Page
----

INDEX TO FINANCIAL STATEMENTS F-1

Report of Independent Registered Accounting Firm F-2

Consolidated Balance Sheets as of December 31, 2011 and 2010 F-3

Consolidated Statements of Operations for the Years Ended
December 31, 2011 and 2010 F-4

Consolidated Statement of Changes in Stockholders' Deficit for the
Years Ended December 31, 2011 and 2010 F-5

Consolidated Statements of Cash Flows for the Years Ended
December 31, 2011 and 2010 F-6

Notes to Consolidated Financial Statements as of December 31, 2011 F-7

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors of
AvWorks Aviation Corp.
Sunrise, Florida

I have audited the accompanying consolidated balance sheets of AvWorks Aviation
Corp. as of December 31, 2011 and 2010, and the related consolidated statements
of operations, changes in stockholders' deficit and cash flows for the years
ended December 31, 2011 and 2010. 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 AvWorks Aviation Corp. as of
December 31, 2011 and 2010, and the results of its operations and its cash flows
for the years ended December 31, 2011 and 2010, in conformity with U.S.
generally accepted accounting principles.

/s/ Harris F. Rattray, CPA
----------------------------------
Harris F. Rattray, CPA
Pembroke Pines, Florida
April 5, 2012

F-2

AVWORKS AVIATION CORP.
BALANCE SHEETS

As of December 31,
-----------------------------------
2011 2010
------------ ------------

ASSETS

CURRENT ASSETS
Cash $ 4,123 $ 7,083
Accounts receivable 19,030 2,585
Inventory 45,100 --
Advances receivable - related party 20,138 24,920
Other current assets 3,653 1,431
------------ ------------
TOTAL CURRENT ASSETS 92,044 36,019
------------ ------------

Property and equipment, net 5,000 7,000
------------ ------------

TOTAL ASSETS $ 97,044 $ 43,019
============ ============

LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES:
Accounts payable and accrued expenses $ 39,581 $ 11,141
Notes payable 76,000 51,000
------------ ------------
TOTAL CURRENT LIABILITIES 115,581 62,141
------------ ------------

TOTAL LIABILITIES 115,581 62,141
------------ ------------
STOCKHOLDERS' DEFICIT
Preferred stock, 0.001 par value, 10,000,000 shares
authorized, none issued and outstanding -- --
Common stock, 0.001 par value, 500,000,000 shares
authorized, 262,037,165 and 153,250,000 issued and
outstanding at December 31, 2011 and 2010, respectively 262,037 153,250
Additional paid-in capital 989,896 1,035,516
Accumulated deficit during development stage (1,208,666) (1,208,666)
(Accumulated deficit) retained earnings (61,804) 778
------------ ------------
TOTAL STOCKHOLDERS' DEFICIT (18,537) (19,122)
------------ ------------

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $ 97,044 $ 43,019
============ ============

The accompanying notes are an integral part of these financial statements.

F-3

AVWORKS AVIATION CORP.
STATEMENTS OF OPERATIONS

For the Years Ended
December 31,
-----------------------------------
2011 2010
------------ ------------

Sales $ 209,433 $ 551,426

Cost of Sales 116,823 383,997
------------ ------------

Gross Profit 92,610 167,429
------------ ------------

Operating expenses
Selling and marketing expenses 11,368 4,016
General and administrative expenses 140,358 111,100
------------ ------------
Total operating expenses 151,726 115,116
------------ ------------

Income (loss) from operations (59,116) 52,313

Other expense
Interest expense (3,466) (18,611)
------------ ------------
Total other expense (3,466) (18,611)
------------ ------------

Net income (loss) $ (62,582) $ 33,702
============ ============
Net Income (Loss) per share
- Basic and diluted $ (0.00) $ 0.00
============ ============
Weighted Average Shares Outstanding
- Basic and diluted 174,429,802 153,250,000
============ ============

The accompanying notes are an integral part of these financial statements.

F-4

AVWORKS AVIATION CORP.
STATEMENT OF CHANGES IN STOCKHOLDER'S DEFICIT
FOR THE YEARS ENDED DECEMBER 31, 2011 AND 2010

Defict
Accumulated Total
Common Stock Additional During Stockholders'
-------------------- Paid-in Development Accumulated Equity
Shares Amount Capital Stage Deficit (Deficit)
------ ------ ------- ----- ------- ---------

BALANCE AT DECEMBER 31, 2009 153,250,000 $153,250 $1,035,516 $(1,208,666) $(16,743) $(36,643)
----------- -------- ---------- ----------- -------- --------

Net income -- -- -- -- 33,702 33,702

Distributions -- -- -- -- (16,181) (16,181)
----------- -------- ---------- ----------- -------- --------

BALANCE AT DECEMBER 31, 2010 153,250,000 153,250 1,035,516 (1,208,666) 778 (19,122)
----------- -------- ---------- ----------- -------- --------
Common stock cancelled pursuant
to Share Exchange Agreement (67,000,000) (67,000) 67,000 -- -- --

Common stock issued pursuant
to Share Exchange Agreement 165,000,000 165,000 (165,000) -- -- --

Common stock issued for Offering 167,165 167 21,833 -- -- 22,000

Common stock issued for services 10,000,000 10,000 -- -- -- 10,000

Common stock issued for
conversion of Notes Payable 620,000 620 30,380 -- -- 31,000

Interest payment by shareholder -- -- 167 -- -- 167

Net loss -- -- -- -- (62,582) (62,582)
----------- -------- ---------- ----------- -------- --------

BALANCE AT DECEMBER 31, 2011 262,037,165 $262,037 $ 989,896 $(1,208,666) $(61,804) $(18,537)
=========== ======== ========== =========== ======== ========

The accompanying notes are an integral part of these financial statements.

F-5

AVWORKS AVIATION, LLC
STATEMENTS OF CASH FLOWS

For the Years Ended
December 31,
---------------------------
2011 2010
-------- --------

Cash flows from operating activities:
Net Income (Loss) $(62,582) $ 33,702
Adjustments to reconcile net loss to net
cash used in operating activities:
Common stock issued for services 10,000 --
Common stock issued for notes payable conversion 31,000 --
Interest paid by shareholder 167 --
Depreciation 2,000 2,000
Changes in operating assets and liabilities
Increase in accounts receivable (16,445) (2,585)
Increase in inventory (45,100) --
Increase in other assets (2,222) --
Increase in accrued expenses 28,011 2,245
Increase in accrued interest payable 329 1,550
-------- --------

Net cash provided by (used in) operating activities (54,842) 36,912
-------- --------
Cash flows from investing activities:

Net cash provided by investing activities -- --
-------- --------
Cash flows from financing activities:
Member distributions -- (16,180)
Contribution by member 100 --
Officer advance receivable decrease 4,782 80
Notes payable converted to common stock (31,000) --
Proceeds from stock sales 22,000 --
Proceeds from loans payable 56,000 --
-------- --------

Net cash provided by (used in) financing activities 51,882 (16,100)
-------- --------

Net (decrease) increase in cash (2,960) 20,812

Cash, beginning of period 7,083 (13,729)
-------- --------

Cash, end of period $ 4,123 $ 7,083
======== ========
Supplemental cash flow information:
Interest paid $ 1,500 $ --
======== ========
Income taxes paid $ -- $ --
======== ========
Non-cash investing and financing activities $ -- $ --
======== ========

The accompanying notes are an integral part of these financial statements.

F-6

AVWORKS AVIATION CORP.
(f/k/a DATAMILL MEDIA CORP.)
Notes to Consolidated Financial Statements
For the Years Ended December 31, 2011 and 2010

Note 1 - Nature and Description of Business

We were a management consulting firm that planned to educate and assist small
businesses to improve their management, corporate governance, regulatory
compliance and other business processes, with a focus on capital market
participation. However, after we completed our initial public offering, we
explored a couple of opportunities to acquire operating companies in order to
enhance shareholder value. On September 2, 2011, we entered into a Share
Exchange Agreement with Young Aviation, LLC. On September 19, 2011, we amended
our Articles of Incorporation to (i) increase our authorized capital stock to
500,000,000 shares of Common Stock and (ii) effect a 10 shares for one share
forward stock split. On October 3, 2011, we closed the Share Exchange Agreement,
which resulted in Young Aviation, LLC becoming a wholly-owned subsidiary. On
November 10, 2011, a majority of our shareholders approved a change in our name
to AvWorks Aviation Corp., effective November 30, 2011, to reflect our new
business focus.

Young Aviation, founded in 2004, is currently a diversified broker and supplier
of parts, components and products to the general aviation and aerospace markets
of the U.S., Europe and Asia. "General aviation" is defined as all aviation
other than military and scheduled commercial airlines. Over 20% of our sales
revenue has been derived from international sales for the period from January 1,
2009 to date.

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.

As a result of the Share Exchange Agreement, the Company acquired Young Aviation
and Joel A. Young became the President, Chief Executive Officer and sole
Director of the Company on October 3, 2011, when our prior management officials
resigned. In addition, as a result of acquiring Young Aviation, we ceased being
a "shell company" as that term is defined in Section 12b-2 of the Securities
Exchange Act of 1934.

The Company accounted for the share exchange 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.

The Company is carrying 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.

F-7

AVWORKS AVIATION CORP.
(f/k/a DATAMILL MEDIA CORP.)
Notes to Consolidated Financial Statements
For the Years Ended December 31, 2011 and 2010

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.

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.

Use of estimates - In preparing financial statements, management is required to
make estimates and assumptions that effect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the consolidated financial statements and revenues and expenses during the
periods presented. Actual results may differ from these estimates.

Significant estimates in the periods included in the accompanying consolidated
financial statements include an estimate of the deferred tax asset valuation
allowance, valuation of shares issued for services, and valuation of contributed
services.

Principles of Consolidation - The consolidated financial statements include the
accounts of AvWorks Aviation Corp. (f/k/a Datamill Media Corp.) as of the date
the Share Exchange Agreement closed, October 3, 2011, and its wholly-owned
subsidiary, Young Aviation, LLC. All material intercompany balances and
transactions have been eliminated in consolidation. All financial and related
data has been retroactively adjusted in the accompanying consolidated financial
statements and footnotes to reflect the effect of the recapitalization of Young
Aviation and the presentation of consolidated historical financial data.

The acquisition of Young Aviation, considered a reverse merger, resulted in a
change in control at the Company and new management decided to abandon our
former business of management consulting and focus solely on the business of
Young Aviation. The Company accounted for the share exchange 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.

Reclassifications - Certain reclassifications have been made to prior year
amounts to conform to the current year presentation.

Cash Equivalents - For the purpose of the cash flow statements, the Company
considers all highly liquid investments with original maturities of three months
or less at the time of purchase to be cash equivalents.

Website Development Costs - In accordance with ASC 350-50, formerly EITF Issue
No. 00-2, the Company accounts for its website in accordance with ASC 350-40,
formerly Statement of Position No. 98-1 "Accounting for the Costs of Computer
Software Developed or Obtained for Internal Use" "SOP 98-1".

ASC 350-40 requires the expensing of all costs of the preliminary project stage
and the training and application maintenance stage and the capitalization of all
internal or external direct costs incurred during the application development
stage. The Company amortizes the capitalized cost of software developed or
obtained for internal use over an estimated life of three years.

Stock-Based Compensation - The Company follows the provisions of ASC 718-20-10
Compensation - Stock Compensation which establishes standards surrounding the
accounting for transactions in which an entity exchanges its equity instruments
for goods or services. ASC 718-20-10 focuses primarily on accounting for
transactions in which an entity obtains employee services in share-based payment
transactions. ASC 718-20-10 provides for, and the Company has elected to adopt
the modified prospective application under which compensation cost is recognized
on or after the required effective date for the fair value of all future share
based award grants and the portion of outstanding awards at the date of adoption
of this statement for which the requisite service has not been rendered, based
on the grant-date fair value of those awards calculated under ASC 718-20-10 pro
forma disclosures.

F-8

AVWORKS AVIATION CORP.
(f/k/a DATAMILL MEDIA CORP.)
Notes to Consolidated Financial Statements
For the Years Ended December 31, 2011 and 2010

Note 2 - Summary of Significant Accounting Policies (continued)

Revenue Recognition - The Company intends on recognizing revenues in accordance
with ASC 605-10. Revenue will be recognized when persuasive evidence of an
arrangement exists, as services are provided or when product is delivered, and
when collection of the fixed or determinable selling price is reasonably
assured.

Income Taxes - The Company accounts for income taxes under ASC 740, "Accounting
for Income Taxes". Under ASC 740, deferred tax assets and liabilities are
recognized for the future tax consequences attributable to differences between
the financial statement carrying amounts of existing assets and liabilities and
their respective tax bases. Deferred tax assets and liabilities are measured
using enacted tax rates expected to apply to taxable income in the years in
which those temporary differences are expected to be recovered or settled. The
effect on deferred tax assets and liabilities of a change in tax rates is
recognized in income in the period, which includes the enactment date.

ASC 740 clarifies the accounting for uncertainty in income taxes recognized in
an entity's financial statements This Interpretation prescribed a recognition
threshold and measurement attribute for the financial statement recognition and
measurement of a tax position taken or expected to be taken in a tax return. In
addition, ASC 740 provides guidance on de-recognition, classification, interest
and penalties, accounting in interim periods, disclosure, and transition. The
Company adopted the provisions of FIN-48 and they had no impact on its financial
position, results of operations, and cash flows.

Based on its evaluation, the Company has concluded that there are no significant
uncertain tax positions requiring recognition in its consolidated financial
statements. The Company's evaluation was performed for the tax years ended
December 31, 2004 through December 31, 2011 for U.S. Federal Income Tax, for the
tax years ended December 31, 2004 through December 31, 2011 for the State of
Florida Corporate Income Tax, the years which remain subject to examination by
major tax jurisdictions as of December 31, 2011.

Comprehensive Income (Loss) - Comprehensive income (loss) includes net loss as
currently reported by the Company adjusted for other comprehensive income, net
of comprehensive losses.
Other comprehensive income for the Company consists of unrealized gains and
losses related to the Company's foreign currency cumulative translation
adjustment. The comprehensive loss for the periods presented in the accompanying
consolidated financial statements was not material.

Fair Value of Financial Instruments - ASC 825-10, formerly Statement of
Financial Accounting Standards No. 107, "Disclosures about Fair Value of
Financial Instruments," requires disclosures of information about the fair value
of certain financial instruments for which it is practicable to estimate the
value. For purpose of this disclosure, the fair value of a financial instrument
is the amount at which the instrument could be exchanged in a current
transaction between willing parties, other than in a forced sale or liquidation.

At December 31, 2011 the fair value of current liabilities approximated book
value.

New Accounting Pronouncements - Recently Issued Accounting Standards - Other
accounting standards that have been issued or proposed by the FASB or other
standards-setting bodies that do not require adoption until a future date are
not expected to have a material impact on the consolidated financial statements
upon adoption.

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, 2011,
management deemed that certain accounts receivable may not be fully collectible
and that a bad debt reserve in the amount of $2,050 was required.

F-9

AVWORKS AVIATION CORP.
(f/k/a DATAMILL MEDIA CORP.)
Notes to Consolidated Financial Statements
For the Years Ended December 31, 2011 and 2010

Note 2 - Summary of Significant Accounting Policies (continued)

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 to
the carrying amount of long-lived assets was indicated at December 31, 2011.

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.

Selling and Marketing Expenses - Selling and marketing expenses are expensed as
incurred. These expenses were $11,368 and $4,016, respectively, for the years
ended December 31, 2011 and 2010 and consisted of the following:

2011 2010
-------- --------
Advertising fees $ 602 $ 265
Promotional travel 6,152 2,646
Marketing recruitment and materials 4,614 1,105
-------- --------
Total Selling and Marketing Expenses $ 11,368 $ 4,016
======== ========

General and Administrative Expenses - General and administrative expenses are
expensed as incurred. These expenses were $140,358 and $111,100, respectively,
for the years ended December 31, 2011 and 2010 and consisted of the following:

2011 2010
-------- --------
Depreciation and amortization $ 2,000 $ 2,000
Computer and internet 19,854 17,458
Insurance 1,384 1,453
Licenses and permits 2,399 2,213
Payroll and compensation 66 21,786
Accounting fees 21,885 1,543
Legal fees 26,000 3,597
Consulting and contracting fees 27,615 18,018
Rent and occupancy expenses 16,445 11,044
Factoring fees 3,536 9,688
Travel expenses 2,047 2,781
Office and administrative expenses 15,077 19,519
Bad debt expense 2,050 --
-------- --------
Total General & Administrative Expenses $140,358 $111,100
======== ========

F-10

AVWORKS AVIATION CORP.
(f/k/a DATAMILL MEDIA CORP.)
Notes to Consolidated Financial Statements
For the Years Ended December 31, 2011 and 2010

Note 2 - Summary of Significant Accounting Policies (continued)

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 66% of the Company's sales revenue and the additional three
customers have accounted for approximately 23% 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.

Note 3 - Balance Sheet Information

Cash - Consisted of the following at December 31,

2011 2010
-------- --------
Checking account $ 4,088 $ 2,031
Money Market account 35 5,052
-------- --------
Total Cash $ 4,123 $ 7,083
======== ========

Accounts Receivable - The December 31, 2011 accounts receivable balance of
$19,030 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, 2011 and
2010, 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, 2011 and 2010 balance sheets in the amounts of $20,138 and $24,920,
respectively, are non-interest bearing and are due to the Company on demand.

Other Current Assets - The amounts of $3,653 and $1,431 at December 31, 2011 and
2010, respectively, consist of a one month security deposit in the amount of
$1,431 for both periods, pursuant to the terms of our lease agreement with our
landlord, and an additional amount of $2,222 at December 31, 2011, representing
the reserve amount held by our factoring agent on that date.

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,

2011 2010
-------- --------
Furniture and fixtures $ 147 $ 147
Office equipment 165 165
Computer software 2,675 2,675
Motor vehicle 10,000 10,000
-------- --------
12,987 12,987
-------- --------
Accumulated depreciation 7,987 5,987
-------- --------
Net property and equipment $ 5,000 $ 7,000
======== ========

F-11

AVWORKS AVIATION CORP.
(f/k/a DATAMILL MEDIA CORP.)
Notes to Consolidated Financial Statements
For the Years Ended December 31, 2011 and 2010

Note 3 - Balance Sheet Information (continued)

Depreciation expense for the annual periods ended December 31, 2011 and 2010 was
$2,000 for each period, 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.

Notes Payable - The Company had notes payable totaling $76,000 and $51,000,
respectively, at December 31 2011 and 2010.

At December 31, 2010, the Company had Notes Payable with three individuals for
an aggregate amount of $51,000.

$6,000 Note: On April 30, 2007, an individual loaned the Company $6,000 for
working capital purposes, at an interest rate of 5% and no set term. During
September of 2011, the principal amount of $6,000 was converted to 120,000
common stock shares of the Company's stock at $.05 per share in satisfaction of
the note. The accrued interest payable balance on this note was $1,000 at
December 31, 2010, included in the Other Current Liabilities section of the
Company's balance sheet and the note-holder was paid $1,500 during December of
2011 in satisfaction of the accrued interest on the note.

$25,000 Note: Between May 1, 2007 and December 31, 2009, a second individual
loaned the Company an aggregate amount of $25,000 for working capital purposes,
at an interest rate of 5% and no set term. During September of 2011, the
principal amount of $25,000 was converted to 500,000 common stock shares of the
Company's stock at $.05 per share in satisfaction of the note. The accrued
interest payable balance on this note was $3,911 and $2,973, respectively, at
December 31, 2011 and 2010, included in the Other Current Liabilities section of
the Company's balance sheet.

$20,000 Note: On August 15, 2011, an individual loaned the Company $20,000 in
exchange for a Promissory Note bearing interest at 5% for a term of six months.
As a result of the recapitalization and presentation of the Share Exchange
Agreement on the Company's financial statements, this note is presented at
December 31, 2011 and 2010. In lieu of paying interest on the note, restricted
shares of the Company's common stock will be issued to the note-holder. In
addition, Vincent Beatty, the prior CEO of the Company, has personally
guaranteed the obligations and payment of the note.

The note was due on February 14, 2012 and as of the date of the current filing,
the Company is in default on payment of the note. The Company and note-holder
are currently discussing potential terms for an extension of the note which will
allow the Company to utilize the funds for current working capital needs, as
opposed to repayment of the note at this time. The parties may agree to terms
for an extension of the note or the note-holder may exercise his rights for
collection as a result of the Company's default.

$6,000 Note: On November 22, 2011, an individual loaned the Company $6,000 in
exchange for a Promissory Note bearing interest at 10% for a term of six months.
The accrued interest payable balance on this note was $66 at December 31, 2011,
included in the Other Current Liabilities section of the Company's balance
sheet.

$50,000 Note: On December 5, 2011, an individual loaned the Company $50,000 in
exchange for a Promissory Note bearing interest at 12% for a term of one month,
renewable each month if agreed upon by the parties. To date, the parties have
agreed to renew and extend the note each month. The accrued interest payable
balance on this note was $433 at December 31, 2011, included in the Other
Current Liabilities section of the Company's balance sheet.

Other Current Liabilities - The Company had other current liabilities consisting
of the following at December 31,

2011 2010
-------- --------
Accrued expenses $ 35,279 $ 4,997
Accrued interest payable 4,302 3,973
Accrued payroll taxes -- 2,000
-------- --------
Total Other Current Liabilities $ 39,581 $ 10,470
======== ========

F-12

AVWORKS AVIATION CORP.
(f/k/a DATAMILL MEDIA CORP.)
Notes to Consolidated Financial Statements
For the Years Ended December 31, 2011 and 2010

Note 4 - Stockholders' Deficit

Common stock

The Company is authorized to issue up to 500,000,000 shares of common stock with
a par value of $0.001, under terms and conditions established by the Board of
Directors.

The Company had 262,037,165 issued and outstanding common stock shares as of
December 31, 2011. Details of the issued and outstanding common stock shares are
shown below:

Amount of
Description shares issued
----------- -------------
Shares issued and outstanding prior to Share
Exchange Agreement closing on October 3, 2011 153,250,000
Share Exchange Agreement activity:
Cancellation of prior CEO's shares (67,000,000)
Share issuance to Young Aviation members 165,167,165
Shares issued for conversion of notes payable 620,000
Shares issued pursuant to service agreements 10,000,000
------------
Shares issued and outstanding as of December 31, 2011 262,037,165
============

Prior to the closing of the Share Exchange Agreement, AvWorks Aviation Corp.
(f/k/a Datamill Media Corp.) 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 Young Aviation's member's
interests, pursuant to the Share Exchange Agreement in exchange for the issuance
by Datamill of 165,167,165 shares of restricted common stock shares and the
issuance by Datamill of 620,000 shares of restricted common stock shares for the
conversion of notes payable. Following the closing of the Share Exchange
Agreement, Datamill had 252,037,165 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

On October 5, 2011, the Company issued an aggregate of 10,000,000 restricted
common stock shares pursuant to one year agreements with two individuals in
exchange for consulting and advisory services in relation to the Company's
accounting and compliance requirements and the provision of federal securities
advice to the Company and the preparation of required filings.

In addition, on October 5, 2011, the Company approved and adopted the
Corporation's 2011 Employee and Consultant Stock Incentive Plan ("Plan") and
reserved 12,000,000 shares of its common stock for issuance under the Plan.

Preferred stock

The Company is authorized to issue 10,000,000 shares of preferred stock, par
value $0.001 per share. Currently, there are no shares of preferred stock issued
and outstanding.

F-13

AVWORKS AVIATION CORP.
(f/k/a DATAMILL MEDIA CORP.)
Notes to Consolidated Financial Statements
For the Years Ended December 31, 2011 and 2010

Note 5 - Going Concern

As reflected in the accompanying consolidated financial statements, the Company
had a net loss and net cash used in operations of $62,582 and $54,842,
respectively, for the year ended December 31, 2011. In addition, the Company had
a working capital deficit of $43,675 at December 31, 2011. These matters raise
substantial doubt about the Company's ability to continue as a going concern.
The ability of the Company to continue as a going concern is dependent on the
Company's ability to raise additional capital, further implement its business
plan and to generate additional revenues.

Management believes that the actions presently being taken provide the
opportunity for the Company to continue as a going concern. The consolidated
financial statements do not include any adjustments that might be necessary if
the Company is unable to continue as a going concern.

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 3, above, the Company advanced funds and holds an advance
receivable of approximately $20,000 at December 31, 2011 from the President and
Chief Executive Officer of the Company, Joel Young. The advance amount is due
upon request by the Company.

Note 8 - Legal Matters

The Company is not aware of any pending or threatened legal matters that would
have a material impact on our financial condition.

Note 9 - 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.

On February 2, 2012, the Company issued a Promissory Note bearing interest at 8%
for a term of nine months in exchange for funds loaned to the Company in the
amount of $42,500.

In addition, on March 26, 2012, the Company filed a Form S-8 Registration
Statement for the Corporation's 2011 Employee and Consultant Stock Incentive
Plan, approved and adopted on October 5, 2011.

F-1

Attached files

Vapor Group, Inc. Reports

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