Vapor Group, Inc. - FORM 10-Q/A

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EX-31.1 - CERTIFICATION - Vapor Group, Inc.	spli_ex311.htm
EX-32.1 - CERTIFICATION - Vapor Group, Inc.	spli_ex321.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q/A

(Amendment No.2)

(Mark One)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarter ended March 31, 2012

o 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 issuer as specified in charter)

Florida		98-0427526
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer I.D. No.)

3901 SW 47TH AVENUE

Suite 415

Davie, Florida 33314

(Address of principal executive offices)

(954) - 792-8450

(Issuer's telephone number, including area code)

Check whether the Issuer (1) has filed all reports required to be filed by section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.Yes x No o

Indicate by check mark whether the registrant has submitted electronically and posted on its 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 and post such files). Yes x No o

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

State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: 262,037,165 shares at May 22, 2012

Transitional Small Business Disclosure Format (Check one): Yes o No x

EXPLANATORY NOTE

The purpose of this Amendment No. 2 to the Company's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2012 filed with the Securities and Exchange Commission on March 27, 2014 (the "Form 10-Q"), is solely to state that this Form 10-Q has been reviewed by the Company’s independent accountant, Terry L. Johnson, CPA, who, per the 8-K/A, dated November 27, 2013 and filed January 31, 2014, was engaged by the Company on January 9, 2014 as the Company's independent accountant to audit the Company’s financial statements and to perform reviews of its interim financial statements.

No other changes have been made to this Form 10-Q. This Amendment No. 2 to the Form 10-Q continues to speak as of the original filing date of the Form 10-Q, does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way disclosures made in the original Form 10-Q.

AVWORKS AVIATION CORP.

FORM 10-Q

QUARTERLY PERIOD ENDED MARCH 31, 2012

INDEX

		Page

PART I - FINANCIAL INFORMATION

Item 1.	Financial Statements

	Balance Sheets as of March 31, 2012 (Unaudited) and December 31, 2011		4

	Statements of Operations for the Three Months Ended March 31, 2012 and 2011 (Unaudited)		5

	Statements of Cash Flows for the Three Months Ended March 31, 2011 and 2010 (Unaudited)		6

	Notes to Financial Statements as of March 31, 2012 (Unaudited)		7

Item 2.	Management's Discussion and Analysis of Financial Condition and Plan of Development Stage Activities		13

Item 4.	Controls and Procedures		15

PART II - OTHER INFORMATION

Item 1.	Legal Proceedings		17

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		17

Item 3.	Default Upon Senior Securities		17

Item 4.	Mine Safety Disclosures		17

Item 5.	Other Information		17

Item 6.	Exhibits		18

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

Certain statements in this quarterly report contain or may contain forward-looking statements that are subject to known and unknown risks, uncertainties and other factors which may cause actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. These forward-looking statements were based on various factors and were derived utilizing numerous assumptions and other factors that could cause our actual results to differ materially from those in the forward-looking statements. These factors include, but are not limited to, our ability to increase our revenues, develop our brands, implement our strategic initiatives, economic, political and market conditions and fluctuations, government and industry regulation, U.S. and global competition, and other factors. Most of these factors are difficult to predict accurately and are generally beyond our control.

You should consider the areas of risk described in connection with any forward-looking statements that may be made in our annual report as filed with the SEC. Readers are cautioned not to place undue reliance on these forward-looking statements and readers should carefully review this quarterly report in its entirety, except for our ongoing obligations to disclose material information under the Federal securities laws, we undertake no obligation to release publicly any revisions to any forward-looking statements, to report events or to report the occurrence of unanticipated events. These forward-looking statements speak only as of the date of this quarterly report, and you should not rely on these statements without also considering the risks and uncertainties associated with these statements and our business. When used in this quarterly report, the terms the "Company," "we," and "us" refers to AvWorks Aviation Corp.

AVWORKS AVIATION CORP.

(f/k/a DATAMILL MEDIA CORP.)

BALANCE SHEETS

	March 31, 2012			December 31, 2011
	(Unaudited)
ASSETS

CURRENT ASSETS:
Cash	$	6,945		$	4,123
Accounts Receivable		16,872			19,030
Inventory		78,838			45,100
Advances receivable - related party		--			20,138
Other current assets		4,541			3,653

TOTAL CURRENT ASSETS		107,196			92,044

Property and equipment, net		4,500			5,000

TOTAL ASSETS	$	111,696		$	97,044

LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES:
Accounts payable and accrued expenses	$	73,957		$	39,581
Notes payable		118,500			76,000

TOTAL CURRENT LIABILITIES		192,457			115,581

TOTAL LIABILITIES		192,457			115,581

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 issued and outstanding at March 31, 2012 and December 31, 2011		262,037			262,037
Additional paid-in capital		989,896			989,896
Accumulated deficit during development stage		(1,208,666	)		(1,208,666	)
Accumulated deficit		(124,028	)		(61,804	)

TOTAL STOCKHOLDERS' DEFICIT		(80,761	)		(18,537	)

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	111,696		$	97,044

See unaudited notes to financial statements

AVWORKS AVIATION CORP.

(f/k/a DATAMILL MEDIA CORP.)

STATEMENTS OF OPERATIONS

(Unaudited)

	For the Three Months Ended March 31,
	2012			2011

Sales	$	36,346		$	32,285

Cost of Sales		19,612			20,921

Gross Profit		16,734			11,364

OPERATING EXPENSES
Selling and marketing expenses		9,561			3,954
General and administrative expenses		66,930			11,320

Total Operating Expenses		76,491			15,274

Loss from Operations		(59,757	)		(3,910	)

OTHER INCOME (EXPENSE):
Interest expense		(2,467	)		(232	)

Total Other Income (Expense)	$	(2,467	)	$	(232	)

Net Loss		(62,224	)		(4,142	)

Net Loss per share - Basic and diluted	$	(0.00	)	$	(0.01	)

Weighted Average Shares Outstanding - Basic and diluted		174,429,802			325,000

See unaudited notes to financial statements

AVWORKS AVIATION CORP.

(f/k/a DATAMILL MEDIA CORP.)

STATEMENTS OF CASH FLOWS

(Unaudited)

	For the Three Months Ended March 31,
	2012			2011

CASH FLOWS FROM OPERATING ACTIVITIES:	$	(62,224	)	$	(4,142	)
Net loss
Adjustments to reconcile net loss from operations to net cash used in operating activities:
Depreciation		500			500
Changes in operating assets and liabilities:
Decrease (increase) in accounts receivable		2,158			(5,408	)
Increase in inventory		(33,738	)		--
Increase in other assets		(888	)		--
Increase in accrued expenses		31,909			9,414
Increase in accrued interest payable		2,467			1,550

NET CASH USED IN OPERATING ACTIVITIES		(59,816	)		(1,914	)

CASH FLOWS FROM INVESTING ACTIVITIES:		--			--

NET CASH PROVIDED BY INVESTING ACTIVITIES		--			--

CASH FLOWS FROM FINANCING ACTIVITIES:
Officer advance receivable decrease		20,138			4,782
Proceeds from notes payable		42,500			--

NET CASH PROVIDED BY FINANCING ACTIVITIES		62,638			4,782

NET INCREASE IN CASH		2,822			6,696

CASH - beginning of period		4,123			387

CASH - end of period	$	6,945		$	7,083

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

Cash paid for:
Interest	$	--		$	--

Income taxes	$	--		$	--

Non-cash investing and finance	$	--		$	--

See unaudited notes to financial statements

AVWORKS AVIATION CORP.

(f/k/a DATAMILL MEDIA CORP.)

Notes to Financial Statements

March 31, 2012

(Unaudited)

Note 1 - Nature and Description of Business

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.

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.

AVWORKS AVIATION CORP.

(f/k/a DATAMILL MEDIA CORP.)

Notes to Financial Statements

March 31, 2012

(Unaudited)

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.

As of March 31 2012, the Company's significant accounting policies and estimates, which are detailed in the Company's Annual Report on Form 10-K for the year ended December 31, 2011, have not changed materially.

Selling and Marketing Expenses - Selling and marketing expenses are expensed as incurred. These expenses were $9,561 and $3,954, respectively, for the three month periods ended March 31, 2012 and 2011.

General and Administrative Expenses - General and administrative expenses are expensed as incurred. These expenses were $140,358 and $111,100, respectively, for the three month periods ended March 31, 2012 and 2011.

AVWORKS AVIATION CORP.

(f/k/a DATAMILL MEDIA CORP.)

Notes to Financial Statements

March 31, 2012

(Unaudited)

Note 3 - Balance Sheet Information

Cash - Consisted of the following at March 31,

	2012		2011

Checking and money market accounts	$	6,945	$	4,123

Accounts Receivable - The March 31, 2012 accounts receivable balance of $16,872 consists of the remaining 20% balance due from two 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 were paid back to the Company in full during the three month period ended March 31, 2012.

Other Current Assets - The amounts of $4,541 and $3,653 at March 31, 2012 and 2011, respectively, consist of a one month security deposit pursuant to the terms of our lease agreement with our landlord, and a minor additional amount 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 March 31,

	2012		2011

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		8,487		7,987

Net property and equipment	$	4,500	$	5,000

AVWORKS AVIATION CORP.

(f/k/a DATAMILL MEDIA CORP.)

Notes to Financial Statements

March 31, 2012

(Unaudited)

Note 3 - Balance Sheet Information (continued)

Depreciation expense for the three month periods ended March 31, 2012 and 2011 was $500 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 $118,500 at March 31 2012.

$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. In lieu of paying interest on the note, restricted shares of the Company's common stock will be issued to the note-holder. The Note was paid in full in April 2012.

$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 $216 at March 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 $1933 at March 31, 2012, included in the Other Current Liabilities section of the Company's balance sheet.

$42,500 Note: On February 2, 2012, an entity loaned the Company $42,500 in exchange for a Promissory Note bearing interest at 8% for a term of nine months, convertible after nine months at 50% of the market price of our shares. The accrued interest payable balance on this note was $567 at March 31, 2012, 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 March 31,

	2012		2011

Accrued expenses	$	67,188	$	35,279
Accrued interest payable		6,769		4,302

Total Other Current Liabilities	$	73,957	$	39,581

AVWORKS AVIATION CORP.

(f/k/a DATAMILL MEDIA CORP.)

Notes to Financial Statements

March 31, 2012

(Unaudited)

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 March 31, 2012. 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 March 31, 2012		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.

AVWORKS AVIATION CORP.

(f/k/a DATAMILL MEDIA CORP.)

Notes to Financial Statements

March 31, 2012

(Unaudited)

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 $62,224 and $59,816, respectively, for the three month period ended March 31, 2012. In addition, the Company had a working capital deficit of $85,261 at March 31, 2012. 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 that were paid back by the President and Chief Executive Officer of the Company, Joel Young.

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 April 11, 2012, the Company issued a Promissory Note bearing interest at 12%, convertible after one year at 50% of the market price of our shares, for a term of one year in exchange for funds loaned to the Company in the amount of $20,000.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND PLAN OF DEVELOPMENT STAGE ACTIVITIES

FORWARD-LOOKING STATEMENTS

The following discussion and analysis is provided to increase the understanding of, and should be read in conjunction with, the Financial Statements of the Company and Notes thereto included elsewhere in this Report. Historical results and percentage relationships among any amounts in these financial statements are not necessarily indicative of trends in operating results for any future period. The statements, which are not historical facts contained in this Report, including this Plan of Operations, and Notes to the Financial Statements, constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements are based on currently available operating, financial and competitive information, and are subject to various risks and uncertainties. Future events and the Company's actual results may differ materially from the results reflected in these forward-looking statements. Factors that might cause such a difference include, but are not limited to, dependence on existing and future key strategic and strategic end-user customers, limited ability to establish new strategic relationships, ability to sustain and manage growth, variability of operating results, the Company's expansion and development of new service lines, marketing and other business development initiatives, the commencement of new engagements, competition in the industry, general economic conditions, dependence on key personnel, the ability to attract, hire and retain personnel who possess the technical skills and experience necessary to meet the service requirements of its clients, the potential liability with respect to actions taken by its existing and past employees, risks associated with international sales, and other risks described herein and in the Company's other SEC filings.

The safe harbors of forward-looking statements provided by Section 21E of the Exchange Act are unavailable to issuers of penny stock. As we issued securities at a price below $5.00 per share, our shares are considered penny stock and such safe harbors set forth under the Reform Act are unavailable to us.

OVERVIEW

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.

RESULTS OF OPERATIONS OF THE COMPANY

THREE MONTHS ENDED MARCH 31, 2012 COMPARED TO THREE MONTHS ENDED MARCH 31, 2011

NET SALES. Net sales for the three month periods ended March 31, 2012 and 2011 were $ 36,346 and $32,285, respectively.

COST OF SALES. Cost of sales for the three month periods ended March 31, 2012 and 2011 was $19,612 and $20,921, respectively.

GROSS PROFIT. Gross profit for the three month periods ended March 31, 2012 and 2011 was $16,734 and $11,364, respectively.

OPERATING EXPENSES. Our operating expenses consist of selling and marketing expenses and general and administrative expenses. For the three month periods ended March 31, 2012 and 2011, operating expenses were $76,491 and $15,274, respectively.

Selling and marketing expenses for the three month periods ended March 31, 2012 and 2011 were $9,561 and $3,954, respectively.

General and administrative expenses for the three month periods ended March 31, 2012 and 2011 were $66,930 and $11,320, respectively.

LIQUIDITY AND CAPITAL RESOURCES

CASH FLOWS - THREE MONTHS ENDED MARCH 31, 2012 COMPARED TO THREE MONTHS ENDED MARCH 31, 2011

Net cash used in operating activities was $59,816 for the three month period ended March 31, 2012, compared with net cash provided by operating activities of $1,914 for the three month period ended March 31, 2011.

There was no cash provided by or used in investing activities for the three month periods ended March 31, 2012 and 2011

Net cash provided by financing activities was $62,638 and $4,782, respectively, for the three month periods ended March 31, 2012 and 2011.

CAPITAL RESOURCES

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 not be sufficient to meet our anticipated cash needs, including our cash needs for working capital and capital expenditures, for the next twelve 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. 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.

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 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.

ITEM 4. CONTROLS AND PROCEDURES

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our Principal Executive Officer and Principal Financial Officer of the effectiveness of the design and operation of our disclosure controls and procedures. Based on this evaluation, our Principal Executive Officer and Principal Financial Officer concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and Rule 15d-15(e) under the Securities Exchange Act of 1934) were effective.

MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

Commencing with our Annual Report for the 2011 fiscal year, our management is 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 March 31, 2012, 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 Quarterly Report does not include an attestation report of the Company's registered public accounting firm due to 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.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

The Company is not aware of any threatened or pending litigation against the Company.

ITEM 1A. RISK FACTORS

Not applicable.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Not applicable.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

See Exhibit Index below for exhibits required by Item 601 of regulation S-K.

31.1		Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1		Certification of the Chief Executive Officer and Chief Financial Officer pursuant to U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101*		Interactive Data Files pursuant to Rule 405 of Regulation S-T.

___________

* To be provided by amendment

SIGNATURES

In accordance with the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	AVWORKS AVIATION CORP. (f/k/a DATAMILL MEDIA CORP.)

Date: March 27, 2014	By:	/s/ Dror Svorai
		Dror Svorai
		President and Treasurer

Vapor Group, Inc. - FORM 10-Q/A - March 28, 2014

Attached files

Vapor Group, Inc. Reports