Vapor Group, Inc. - FORM 8-K/A

Attached files

file	filename
EX-23.1 - CONSENT OF AUDITOR - Vapor Group, Inc.	ex23-1.txt
EX-99.1 - AUDITED FINANCIAL STATEMENTS - Vapor Group, Inc.	ex99-1.txt
EX-99.3 - PRO FORMA FINANCIAL STATEMENTS - Vapor Group, Inc.	ex99-3.txt
EX-10.3 - AMENDED SHARE EXCHANGE AGREEMENT - Vapor Group, Inc.	ex10-3.txt
EX-99.2 - UNAUDITED FINANCIAL STATEMENTS - Vapor Group, Inc.	ex99-2.txt
EX-3.11 - AMENDED ARTICLES OF INCORPORATION - Vapor Group, Inc.	ex3-1-1.txt

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K/A

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 3, 2011

DATAMILL MEDIA CORP.
(Exact name of registrant as specified in its charter)

Nevada 000-27795 98-0427526
(State of (Commission (I.R.S. Employer
Incorporation) File Number) Identification Number)

4700 Hiatus Road, Suite 252, Sunrise, Florida 33351
(Address of Principal Executive Offices) (Zip Code)

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

1205 Hillsboro Mile, Suite 203, Hillsboro Beach, Florida 33062
(Former Address)

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2., below):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)

[ ] Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communication pursuant to Rule 13e-4c under the Exchange
Act (17 CFR 240.133-4(c))

EXPLANATORY NOTE

This Form 8-K/A is being filed in connection with the closing of the Share
Exchange Agreement with Young Aviation, LLC that resulted in (i) Datamill Media
Corp. ("Company") ceasing to be a "shell company" (as that term is defined in
Rule 12b-2 of the Securities Exchange Act of 1934); (ii) Young Aviation, LLC
becoming a wholly-owned subsidiary of the Company; and (iii) Young Aviation, LLC
becoming the main operational business of the Company.

ITEM 2.01 COMPLETION OF ACQUISITION OF ASSETS.

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. A condition of the Share Exchange Agreement, on
September 19, 2011, the Company amended its Articles of Incorporation to
increase the number of authorized shares of common stock to 500,000,000 shares
and effected a forward stock split on the basis of ten shares for one share.
This Share Exchange Agreement was amended effective September 30, 2011.

Prior to the closing of the Share Exchange Agreement, the Company 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, our
then 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 our transfer agent.

On October 3, 2011, the Company acquired 100% of the member's interests of
Young Aviation pursuant to the Share Exchange Agreement in exchange for the
issuance by the Company of 166,060,000 shares of restricted common stock
("Shares"). Following the closing of the Share Exchange Agreement, the Company
had 252,310,000 shares of common stock issued and outstanding. Young Aviation is
now a wholly-owned subsidiary of the Company. The Shares were issued to ten
individuals with the lion's share (165,000,000 shares) issued to Joel A. Young,
who is now our President and Chief Executive Officer and our sole Director. None
of he Young Aviation members had any prior relationship or affiliation with the
Company.

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.

The foregoing description of the Share Exchange Agreement is subject to the
more detailed provisions set forth in the Share Exchange Agreement, which was
attached as Exhibit 10.1 to the Company's Current Report on Form 8-K filed with
the SEC on September 2, 2011, and in the Amendment to Share Exchange Agreement
effective September 30, 2011, which is attached to this Current Report on Form
8-K as Exhibit 10.3.

CAUTIONARY NOTE ON FORWARD-LOOKING STATEMENTS

This Current Report on Form 8-K/A, including any pro forma financial
statements included as an exhibit hereto, contains forward-looking statements
within the meaning of the Private Securities Litigation Reform Act of 1995.
These statements refer to future plans, objectives, expectations and intentions
of the Company. Words such as "intend," "anticipate," "believe," "estimate,"
"plan," "expect," "will," "may," "might" and variations of these words, as well
as similar expressions, identify these forward-looking statements. All
statements other than statements of historical facts contained in this Current
Report, including statements regarding the Company's future financial position,
business strategy, budgets, projected costs and plans and objectives of the
Company, are forward-looking statements.

The Company's management expresses its expectations, beliefs and
projections in good faith and believes the expectations reflected in these
forward-looking statements are based on reasonable assumptions; however, the
Company cannot assure prospective investors that these expectations, beliefs and
projections will prove to have been correct. Such forward-looking statements
reflect the current views of the Company's management with respect to the
Company and anticipated future events and are subject to the many risks,
uncertainties, assumptions and factors relating to the Company's proposed
operations. Such factors include, among others, the following: general economic
and business conditions, both national and in the regions in which the Company
will operate, regulatory environment, industry capacity, demographic changes,
challenges to our intellectual property rights, existing laws and government
regulations and changes in, or the failure to comply with, such laws and
regulations, competition, catastrophic weather events such as hurricanes,
technological developments that increase the cost of providing or reduce the
demand for the Company's products or services, changes in business strategy or
development plans, the ability to attract and retain qualified personnel, the
availability and terms of obtaining capital to fund the Company's business and
other factors referenced in this Current Report.

The Company cautions prospective investors that such forward-looking
statements, including, without limitation, those relating to the Company's
future business prospects, demand for the Company's products or services,
revenues, capital needs, expenses, development and operation costs and income,
wherever they occur in this Current Report or in other statements attributable
to the Company, are necessarily estimates reflecting the best, good faith
judgment of the Company's management and involve a number of risks and
uncertainties that could cause actual results to differ materially from those
suggested by the forward-looking statements. Should one or more of these risks
or uncertainties materialize or should the Company's underlying assumptions
prove to be incorrect, the Company's actual results may vary significantly from
those anticipated, believed, estimated, expected, intended or planned. In light
of these risks, uncertainties and assumptions, any favorable forward looking
events discussed in this Current Report may not occur. The Company undertakes no
obligation to update or revise these forward-looking statements, whether as a
result of new information, future events or otherwise.

Potential investors should not make an investment decision based solely on
the Company's projections, estimates or expectations.

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 Current 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. The risks and
uncertainties described below are those that our management currently believes
may significantly affect our Company and our investors. If any of the following
risks actually occurs, our business, financial condition and results of
operations could be harmed and investors in our Common Stock could lose part or
all of their investment in our Common Stock.

RISKS RELATED TO THE COMPANY'S BUSINESS

IF WE FAIL TO ACHIEVE 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 will need to
generate significant revenues in order to achieve and maintain profitability.
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.

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
ANY OF OUR EXECUTIVE OFFICERS 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.

THE MARKETABILITY AND PROFITABILITY OF OUR 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 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.

Aerospace and Defense 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 the United States government and other
countries further exacerbates the United States and 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. Defense spending is also uncertain in future U.S. budgets and we
may be impacted negatively by a reduction in Pentagon spending. 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 U.S. 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.

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 our products. 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.

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 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 rapidly. This growth
and the anticipated growth in future operations are expected to place a
significant strain on the Company's management systems and resources. This
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.

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 defense 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.

RISKS ASSOCIATED WITH THIS OFFERING:

BECAUSE JOEL A. YOUNG, OUR PRESIDENT, OWNS 65.4% 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.

Because Joel A. Young, our President, owns 65.4% 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.

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 247,690,000 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.

DESCRIPTION OF BUSINESS

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.

Young Aviation, founded in 2004, 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.

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. 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.

As a result of our acquisition of Young Aviation, our management decided to
abandon our former management consulting business and focus solely on the
segment of business of Young Aviation.

INDUSTRY OVERVIEW

THE AVIATION AND AEROSPACE COMPONENTS INDUSTRY

The worldwide Aviation Components and Services industry is a $500 billion
market, highly regulated, capital-intensive and highly profitable, with
competitors ranging from privately owned shops to publicly traded multinational
conglomerates.

Every aircraft in the world is 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.

Successful diversified aerospace companies operate across multiple sectors
and services including supply chain support, maintenance, manufacturing, asset
management, dismantling, specialty supply, technical data and aircraft on ground
("AOG") solutions. GENERAL AVIATION STATISTICS As an integral and vital part of
an international system operated for the public benefit, general aviation
provides services and fulfills needs that are more essential to the world
economy than ever before. It is millions of people working to bring the
advantages of the airplane to communities around the globe.

General aviation touches every aspect of our lives, our economy and our
future. It represents over one million jobs, billions of dollars in revenue and
the growth of thousands of cities, businesses, services and manufacturing
facilities around the world.

"General aviation" is defined as all aviation other than military and
scheduled commercial airlines.

Consider the scope of general aviation:

* Over 320,000 general aviation airplanes worldwide, ranging from
two-seat training aircraft to intercontinental business jets, are
flying today; nearly 228,000 of those airplanes are based in the
United States.

* General aviation contributes more than $150 billion to the U.S.
economy annually and employs more than 1,265,000 people.

* In the U.S., general aviation aircraft fly almost 24 million hours and
carry 166 million passengers annually.

* There are nearly 4,000 paved general aviation airports open to the
public in the U.S. By contrast, scheduled airlines serve less than 500
airports.

* Over two-thirds of all the hours flown by general aviation aircraft
are for business purposes.

AIR TRAVEL MARKET

Passenger air traffic rose 8 percent in 2010, after declining about 2
percent in 2009. The persistent resilience of air travel is expected to sustain
6 percent growth in 2011 and keep the growth rate at or above the historical
trend through the middle of the decade.

AIRPLANE ORDERS

The long-range forecast of 2011 anticipates delivery of 33,500 new
airplanes over the next 20 years, valued at more than $4 trillion. Single-aisle
airplanes account for the majority of deliveries over the next 20 years--70
percent of the airplanes and 48 percent of the value. Rapidly expanding air

service within China and other emerging economies and the spread of low-cost
carrier ("LCC") business models throughout the world drive this market segment.

RETIRING AIRCRAFT

It is expected that there will be a wave of single-aisle retirements
starting around 2016, as a number of airplanes become 25 years old--a typical
retirement age for jet aircraft.

AIR CARGO

Air cargo traffic is expected to grow at an average annual rate of 5.6%
over the next 20 years. Growing world trade, increasing demand for transport of
perishable and time-sensitive commodities and the need to replace aging
airplanes will create a requirement for 2,960 freighter deliveries over the next
20 years. About 1,990 of these will be conversions from passenger service and
970 airplanes with a value of U.S. $250 billion will be delivered new. The air
cargo fleet will grow at an annual rate of 3.5%, nearly doubling from 1,760
airplanes in 2010 to 3,500 in 2030.

MILITARY AND DEFENSE

U.S. Aerospace and defense industry sales for combined civilian and
military sales are estimated at $116 billion for 2011. Though future Pentagon
budgets are uncertain and may be pared, the industry expects to experience 5-8%
growth over the next decade.

We are accredited to FAA Advisory Circular AC 00-56 and TAC 2000. We are a
registered U.S. GSA government contractor and we hold U.S. Defense Department
Form 23245 for military critical technical data.

Our customers include industry leaders Boeing, Moog, Flightstar, Woodward
HRT and L3 Communications. We are a fast-growing vendor of aviation and
aerospace parts and components, electromechanical, hydraulic and guidance
systems, surplus materials, military equipment and defense electronic
components.

YOUNG AVIATION CUSTOMERS:

AAI Textron Systems
Avolar Aerolineas
Boeing Training and Flight Services
Boeing Commercial Aircraft Seattle
Cayman Airways Flightstar
L-3 Communications Integrated Systems
Mid America Aerospace
Mission Support, Inc.
Moog Aircraft Group
Moog Holland Aircraft Service
Texas Aerospace Services
Southern California Aviation
Victorville Aerospace
Woodward HRT

Young Aviation has unlimited profit potential. The Company is well
positioned for future acquisitions, mergers and revenue reinforcing
partnerships. The Company has an experienced executive team, existing sales
revenue, a profitable business model, strong margins and enormous potential.

Young Aviation's corporate web site is www.youngaviation.com

BUSINESS STRUCTURE

Young Aviation operates in three business segments:

1. Aviation Supply Chain
2. Aircraft Maintenance Support
3. Asset Management

SEGMENT 1: AVIATION SUPPLY CHAIN

The Company supplies replacement parts and inventory management services
for airlines and maintenance organizations in support of Airbus, Boeing (we are
a Boeing-approved supplier), Bombardier, Douglas, and Embraer aircraft, and
OEM's like MOOG and L3 Communications.

Our extensive parts inventory includes avionics, pumps, valves, starters,
APUs, MECs, wheels, brakes and much more, from top manufacturers like Collins,
Garrett, Bendix-King, Sperry-Honeywell, Woodward Governor and B.F. Goodrich. Our
inventory covers multiple military and commercial equipment manufacturers,
aircraft platforms and ATA chapters.

SEGMENT OPPORTUNITY

The Company is a growing leader in providing comprehensive aviation supply
chain programs. We offer a wide variety of services that range from supplying
individual spare parts to implementing end-to-end supply chain management
programs. We maintain an extensive 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.

The Company will offer an extensive line of engine parts, parts management
programs and engine sale and leasing options. Our dedicated customer service
insures customer satisfaction through our commitment to responsiveness, quality,
reliability and on-time performance.

New capital will increase our supply chain presence, quality of inventory
and our revenues allowing asset managers to source and purchase harder-to-find
components, complete aircraft and specialty high-priced parts like those for
satellite systems, missiles and defense applications.

SEGMENT 2: AIRCRAFT MAINTENANCE SUPPORT

Young Aviation is a growing leader in commercial aerospace serving airlines
and aviation maintenance organizations worldwide. We offer the highest quality
aircraft, engines, components, maintenance and solution-based services
available.

We work with the major aircraft and engine manufacturers, as well as the
component OEMs. We are expanding our global distribution capability and our
supply chain management and logistics networks are exemplary.

SEGMENT OPPORTUNITY

Young Aviation will 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, either as
part of our comprehensive supply chain management program or as a stand-alone
MRO (maintenance, repair and overhaul) offering. At our third-party repair
centers, we will provide a full array of component repair, overhaul and
exchange, as well as scrap replacement options, tailored to meet individual
customer requirements and designed to improve efficiency while reducing cost.

We began our business as an aftermarket parts supplier, but over the years
our capabilities have expanded into MRO support. Young Aviation will soon offer
the value-added service of Repair Management, which includes identifying,
quoting, contracting, tracking and paying multiple vendors on behalf of our
customers.

SEGMENT 3: ASSET MANAGEMENT

We buy, sell, lease and manage a wide variety of commercial aviation assets
for an array of clients. Our reputation enables us to provide those we serve
with virtually limitless access to aftermarket goods and services and
professional consignment management.

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

SEGMENT OPPORTUNITY

As a growing aviation distributor of aerospace and aviation parts and
services, we offer our customers and vendor partners innovative solutions to
meet the ever-changing needs of the aviation marketplace. We will focus
operations on value-added supply chain solutions, with services ranging from
simple airframe and engine parts support to complete supply chain management
programs.

Airlines, MRO's and OEM's throughout the world rely on our experience,
knowledge and resources to manage their aircraft engine and airframe parts and
to support these efforts with innovative aviation services. Our highly qualified
Asset Management team has the skill and technical expertise to help customers
analyze aftermarket demand, component reliability, modification and market
availability structured to reduce customers need for capital investments.

MARKETING STRATEGY

BUSINESS DEVELOPMENT

Young Aviation, LLC has identified and outlined five essential strategic
steps to help accelerate our corporate revenues and sustain fast growth in
future quarters. We are committed to developing a sustainable, profitable
business model to successfully expand operations using each of these five steps
to meet our corporate goals and provide our customers with superior enhanced
services.

Five steps for strategic growth:

* Inventory expansion o Intellectual property acquisition
* Broadened licensing and certification
* Recruiting and hiring
* Acquiring ancillary businesses

1. INVENTORY EXPANSION

We have the ability to purchase entire aircraft, vendor inventories and
individual components to expand our parts base and liquid assets. We are
aggressive buyers for our parts and components stock and enjoy a reputation for
paying a fair price for surplus, excess material and aircraft for dismantling.
We have years of experience 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 or individual rotable
components for Boeing, Airbus, regional, corporate and military aircraft, to
include purchasing aircraft for complete part out.

We intend to purchase FAA inventory through our current customer base,
through airline auctions and direct from suppliers. We intend to acquire defense
inventory through our current customers and DOD/DLA auctions.

Being a public company will afford us more favorable credit terms,
increased buying and holding power and the financial stability to purchase
high-quality and larger inventories that have until now been inaccessible to us
due to our size and budgetary constraints.

Going forward, Management predicts turning inventory at 1.7 times yearly
with gross margins of 60% or higher.

2. INTELLECTUAL PROPERTY ACQUISITION

We intend to acquire the intellectual property of an existing e-marketplace
vendor of aviation-specific technical data and information services. We have
identified an operating business that currently provides its owner with monthly
recurring revenues on a subscriber-paid basis. The technical OEM data this
service sells for used aircraft and aerospace components is often as valuable as
the parts themselves. We feel the business is currently undervalued and

undermarketed. Properly managed, the storefront could be a powerful moneymaker
for the Company providing a monthly recurring revenue stream, new customers and
vital industry exposure.

We intend to pattern our e-marketplace development after the success of
GE-owned ILS (Inventory Locator Service), which lists over 5 billion parts and
has 22,000 subscribers to its business-to-business electronic marketplace.

Our e-marketplace would be a complement to the ILS and would be a
value-added service to MRO customers, providing hard-to-find, rare parts data
including original engineer drawings, specifications, OEM manuals, repair
manuals, certifications and other parts documentation such as photographs, parts
lists, blueprints, Airworthiness Directives and other part specs.

The existing business provides (at minimal cost outlay) several free
services catering to aerospace and aviation professionals and maintenance
organizations that require users only to register with the system for access.
This simple, fast registration allows the site to reach out through e-mail to
those critical members of the commercial aerospace community when a new tool or
service is added to our site and to target advertise by segment.

Subscriber benefits:

* A reference search on commercial aviation parts
* An aviation directory search on OEMs, repair stations and other
vendors
* A community built around commercial aviation through the use of forums
and blogs

Members of the site also have the choice to upgrade their accounts to
choose one of two separate paid memberships. These two levels of paid
subscriptions provide:

(1) Additional Parts Information:

This membership level provides added data behind each part number. This
data may include alternate part numbers, IPC information and many other sources
of information.

(2) Company Search:

This allows users the ability to add their company information to the
aviation directory. This service is more economical and effective than
competitors' parts directory services because search engines are able to search
and mine the database providing a more detailed level of online presence.

The e-marketplace also features news, forums and vital industry
information, providing a solid foundation for growth as both a free and paid
destination for thousands of industry professionals.

3. BROADENED LICENSING AND CERTIFICATION; REGULATORY REQUIREMENTS

In order to target market our business further into valuable government
defense and military supply contracts, to attract new, bigger customers and to
increase our overseas presence, we intend to broaden our requisite licensing and
update our memberships and industry certifications.

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.

The U.S. aviation and aerospace industry is highly regulated industry.
Barriers to entry into bigger, gainful markets and contracts include licensing,
government certifications and regulatory approvals.

We are currently accredited to FAA Advisory Circular AC-0056 and TAC 2000.
We are a Central Contractor registered to provide services and contract
fulfillment to the U.S. General Service Administration ("GSA"). And we hold the
U.S. Department of Defense ("DOD") Form 2345 allowing us to deal with military
critical technical data.

To accommodate fast growth over the next year, the Company plans to secure,
purchase, upgrade and obtain the following licenses, memberships and
certifications:

DOD (U.S. Department of Defense) CAC (Common Access Card) and
ECA (External Certificate Authority) certificates
ASA-100 (Aviation Suppliers Association) Quality System Standard
ISO 9001:2000 Certification
ANSI/ISO/ASQ Q9000 Series: Quality Management Standards
SAE/EN/SJAC AS9120 Quality Management Systems
EASA European Aviation Suppliers Agency

Broadening and upgrading our licensing and certifications will provide
future vast opportunities usually afforded to larger, multi national
conglomerate competitors. It will increase our market exposure and ultimately
make us a more attractive takeover candidate.

4. RECRUITING AND HIRING

Recruiting and attracting key industry and sales executives is vital to our
success. The Company has identified and is actively recruiting seasoned
professionals to complement our executive team and uses its network of industry
contacts to attract those with relevant experience to help implement our
long-term growth strategy.

Our immediate requirements are for an executive asset manager and 2 to 3
channel sales managers. We are in discussions with several experienced
candidates and believe that being public will help us to secure these
individuals by offering the following advantages:

* Buying power
* Economies of scale
* Equity ownership

We anticipate measurable revenue growth with each new industry hire, as
aviation parts brokers tend to retain customers from firm to firm. We will be
recruiting the employee along with their book of business and their customer
base. This, along with our appended buying power, will greatly increase our
projected revenues with each new industry broker we successfully draft.

Recruiting will be performed on a word of mouth basis initially, drawing
from our vast industry contacts, and further by outside agencies when we begin
to implement our growth strategy for Latin America, the Caribbean and Europe.

5. ACQUIRING ANCILLARY BUSINESSES

We have identified several specialty manufacturers, repair stations,
testing and certification facilities, dismantling companies and general aviation
component businesses that we believe can be acquired by Young Aviation at below
market value. These acquisitions will provide business synergies, economies of
scale, vertical integration, revenues, tax benefits and assets to the parent
company.

We intend to form several new corporate subsidiaries to manage corporate
assets and identify and purchase these operators:

* YOUNG AVIATION PARTS TRADING - COMPONENT DISTRIBUTION

We will spin off our current parts and component sales into this new
division to focus time and dollars on both channel growth and the recruitment of
existing brokers. We have identified several local existing parts broker
candidates who could be valuable assets and will provide immediate revenues. Any
new hires will be dedicated to opening and maintaining new accounts with
airlines, military and defense and leasing companies.

* YOUNG AIRCRAFT SYSTEMS GROUP - MAINTENANCE, REPAIR AND OVERHAUL (MRO)

The requirements to repair costly components are constantly increasing.
This has inspired us to develop our MRO business and seek small machine shops
and specialty repair stations to service our customer base. We will focus on
those using new technologies such as advanced welding techniques and metal
deposition.

We have identified several repair stations in South Florida which we will
further analyze for possible acquisition and investment opportunities. They
perform instrument, pneumatic, hydraulic and landing gear testing and repair, as
well as aircraft structures repair and modification.

* YOUNG AEROSPACE GROUP - MANUFACTURING

We will identify and acquire or partner with production facilities,
retrofitters and small manufacturers to produce components for commercial
engines and aircraft, military components and rotables, expendables and other
related parts.

We intend to develop a business relationship directly and indirectly with
COMAC (Commercial Aircraft Corporation of China) to supply parts and components
for their Comac C919 aircraft which are in direct competition with worldwide
industry leaders Airbus and Boeing. Our current business relationship with Moog
provides us with an entrance into the market and COMAC's purchasing managers.

We intend to pattern our success after the ILS (Inventory Locator Service)
which lists over 5 billion parts, and has 22,000 subscribers to its
business-to-business electronic marketplace.

Our e-marketplace would be a complement to the ILS and would be a
value-added service to MRO customers providing hard-to-find, rare part data
including original engineer drawings, specifications, OEM manuals, repair
manuals, certifications and other documentation such as photographs, parts
lists, blueprints, Airworthiness Directives and other part specs.

OUR CURRENT OPERATIONS

Young Aviation is a leading aftermarket supplier of aircraft parts and
services. 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
strategic partners in more than a dozen countries around the world to further
expedite our services.

We warehouse thousands of aircraft spares. Additionally, we have
established a far-reaching global network to quickly source parts, no matter how
obscure. We combine industry know-how with professional integrity to provide
outstanding customer service. We have provided support for many
commercial/regional airlines, as well as many international military suppliers,
OEM's and contractors.

STRATEGIC ALLIANCES

We plan to locate and hire outside professionals in a variety of fields.
Our consultants will be industry executives, ex-military, government officials
and other beneficial personnel. Professional consultants allow the company to
preserve considerable flexibility and to exercise central control with a small
group of seasoned professionals, thereby reducing the need for large
administrative corporate overhead and related costs. As we grow, select
consultants will be added to the Board of Directors. Through an international
network of alliance and partnerships, the Company has access to specialized
management, marketing and technological capabilities which, through a series of
specific and performance agreements, can be harnessed to provide the skills and
expertise necessary to mange all aspects of Group operations.

CENTRALIZING CONTROL FUNCTIONS

The Company believes that it can achieve economies of scales by combining a
number of general and administrative functions at the corporate level and by
reducing or eliminating redundant functions. The Company will provide
centralized risk management services, payroll, billing and collection,
purchasing, cash management, human resources and other administrative support
services. This centralization will provide senior management with a significant
source of control and ability to monitor the key operating areas of the Company.

Technology allows a greater amount of work to be completed away form a
centralized location, which eliminates or lessens the need for certain expenses.
The Company plans to outsource and hire telecommuting professionals to perform
many corporate functions, thereby lowering rent expense, workers compensation,
offices expenses and other related costs.

INTERNAL GROWTH

The Company's growth and profitability depends 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.

OPERATIONS AND STAFFING; EMPLOYEES

The Company currently has four employees (including our President, Joel A.
Young, none of whom is represented by a labor union. The Company believes that
an entrepreneurial business environment that rewards performance tends to
attract and retain self-motivated individuals. Salaries and other compensation
will remain minimal until revenue streams are identified, analyzed and made
profitable.

Management believes that an employee-oriented culture that includes goals
and clearly defined, tangible benefits creates a focused purpose for employees
and a drive to achieve the Company's mission, resulting in a higher level of
customer service. Management intends to have the Company support its employees
by offering competitive wages, benefits and a bonus program that rewards the
achievement of its profit goals.

The Company will seek to hire experienced, customer-oriented, industry
savvy, highly motivated employees. Through comprehensive training and defined
career paths, we will build an employee culture that will support and facilitate
the Company's rapid expansion.

COMPETITION

The Aerospace and Defense 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 office (750 square feet) and warehouse (2,250 square feet) are located
at 4700 Hiatus Road, Suite 252, Sunrise, Florida 33351.

LEGAL PROCEEDINGS

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

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

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.

THE FOLLOWING DISCUSSION AND ANALYSIS OF THE RESULTS OF OPERATIONS AND FINANCIAL
CONDITION OF YOUNG AVIATION, LLC, FOR YEARS ENDED DECEMBER 31, 2010 AND 2009 AND
FOR THE THREE AND SIX MONTH PERIODS ENDED JUNE 30, 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 worldwide aviation, aerospace, government and
defense markets. The Company services a broad range of clients such as aircraft
leasing companies, major airlines, repair stations, fixed-base operators
("FBO's"), leasing companies and after market suppliers.

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

We are accredited to FAA Advisory Circular AC 00-56 and TAC2000. We are a
registered U.S. GSA government contractor. And we hold U.S. Defense Department
Form 23245 for military critical technical data.

The Company currently operates in three business segments:

* Aviation Supply Chain
* Aircraft Maintenance Support
* Asset Management

RISKS, UNCERTAINTIES AND TRENDS RELATING TO THE COMPANY AND INDUSTRY

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, 2010 and 2009 and for
the three and six month periods ended June 30, 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.

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 fairvalue
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, 2010 AND 2009

NET SALES. Net sales for years ended December 31, 2010 and 2009 were
$551,426 and $356,525, respectively, representing a 55% increase in sales.

COST OF SALES. Cost of sales for the year ended December 31, 2010 was
$383,997 on net revenue of $551,426, representing 70% of net sales, compared to
the year ended December 31, 2009, 2009 in which cost of sales was $208,455 on
net sales of $356,525, representing 58% of net sales.

GROSS PROFIT. Gross profit for the year ended December 31, 2010 was
$167,429, providing a gross profit margin of 30% compared to gross profit for
year ended December 31, 2009 of $148,071, providing a gross profit margin of
42%.

OPERATING EXPENSES. Our operating expenses consist of selling and marketing
expenses and general and administrative expenses. For the year ended December
31, 2010, total operating expenses were $133,729, representing 24% as a
percentage of net sales. For the period for the year ended December 31, 2009,
total operating expenses were $111,071, representing 31% as a percentage of net
sales.

Selling and marketing expenses for the year ended December 31, 2010 were
$4,016, representing less than 1% of net sales, compared to the year ended
December 31, 2009 in which selling and marketing expenses were $10,009,
representing almost 3% of net sales.

General and administrative expenses for the year ended December 31, 2010
were $129,713, representing 24% of net sales, compared to the year ended
December 31, 2009 in which general and administrative expenses were $101,062,
representing 28% of net sales.

COMPARISON OF THE SIX MONTH PERIODS ENDED JUNE 30, 2011 AND 2010

NET SALES. Net sales for the six month periods ended June 30, 2011 and 2010
were $75,526 and $346,421, respectively.

COST OF SALES. Cost of sales for the six month periods ended June 30, 2011
and 2010 were $40,622 and $199,388, respectively.

GROSS PROFIT. Gross profit for the six month periods ended June 30, 2011
and 2010 was $34,904 and $147,033, respectively.

OPERATING EXPENSES. Our operating expenses consist of selling and marketing
expenses and general and administrative expenses. Operating expenses for the six
month periods ended June 30, 2011 and 2010 were $34,340 and $72,792,
respectively.

Selling and marketing expenses for the six month periods ended June 30,
2011 and 2010 were $1,796 and $955, respectively.

General and administrative expenses for the six month periods ended June
30, 2011 and 2010 were $32,543 and $71,837, respectively.

LIQUIDITY AND CAPITAL RESOURCES
CASH FLOWS - FOR THE YEARS ENDED DECEMBER 31, 2010 AND 2009

Net cash provided by operating activities was $44,033 and $36,912 for the
years ended December 31, 2010 and 2009. The net cash provided by operating
activities for both years is mainly attributable to the net income each year.

Net cash of $25,000 used in investing activities for the year ended
December 31, 2010 is a result of the $10,000 acquisition of equipment and the
$15,000 increase in member advances receivable.

Net cash used in financing activities was $23,190 for the year ended
December 31, 2010 and was the result of $33,190 of member distributions offset
by the receipt of $10,000 in loan proceeds. Net cash used in financing
activities was $16,180 for the year ended December 31, 2009 and was the result
of the same amount in member distributions.

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 June 30,
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 $28,424 $17,916 $10,508 $ -- $ --
------- ------- ------- ------- -------

Totals: $28,424 $17,916 $10,508 $ -- $ --
======= ======= ======= ======= =======

DIRECTORS AND EXECUTIVE OFFICERS

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, 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. In the
opinion of Joel A. Young, our President and majority shareholder, he has
sufficient business experience and integrity to carry out the Company's plan of
operations.

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.

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 Datamill Media Corp.) during such
periods.

SUMMARY COMPENSATION TABLE

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

Joel A. Young: 2010 $20,000 $ 0 $ 0 $16,180 $36,180
President, Chief 2009 $ 0 $ 0 $ 0 $33,190 $33,190
Executive Officer, 2008 $ 0 $ 0 $ 0 $ 0 $ 0
Chief Financial Officer
and Director

Vincent Beatty: 2010 $ 0 $ 0 $10,000(1) $ 0 $10,000
Chief Executive Officer, 2009 $ 0 $ 0 $ 0 $ 0 $ 0
President, Chief Financial 2008 $ 0 $ 0 $ 0 $ 0 $ 0
Officer and Director

----------
(1) The Company issued 10,000,000 restricted shares of its common stock for
services rendered. 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 and we do not have any plans to adopt one in the near future.

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.

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.

OTHER SIGNIFICANT EMPLOYEES

No other significant employees exist.

FAMILY RELATIONSHIPS

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

EMPLOYMENT CONTRACTS

We do not have any employment agreements with our employees or officers.

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.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

To our knowledge, the following table sets forth, as of October 3, 2011,
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 65.4%

Vincent Beatty (3) 27,013,500 10.7%

All officers and directors 165,000,000 65.4%
as a group (1 person)

----------
(1) The numbers and percentages set forth in these columns are based on
252,310,000 shares of Common Stock outstanding as of October 3, 2011. 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.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

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.

ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES.

The disclosure set forth in Item 2.01 of this Current Report under the
heading "Completion of Acquisition of Assets" is hereby incorporated herein by
reference. When we acquired Young Aviation on October 3, 2011, we issued an
aggregate of 166,060,000 shares of Common Stock to the Members of Young
Aviation.

Management believes the above shares of Common Stock were issued pursuant
to an exemption from registration under Section 4(2) of the Securities Act of
1933, as amended. The certificates representing such shares bear the standard
1933 Act restrictive legend and the investors have executed documents

representing that the shares were being acquired for investment purposes only
and not with a view the distribution thereof. No broker or underwriter was
involved in any of the above transactions.

ITEM 5.01 CHANGES IN CONTROL OF REGISTRANT.

Prior to closing the Share Exchange Agreement with Young Aviation, Vincent
Beatty was our President, Chief Executive Officer, Chief Financial Officer and
Director, and Thomas Hagan was our Secretary and Director. Mr. Beatty was the
Company's majority shareholder with approximately 65.4% of our issued and
outstanding Common Stock immediately prior to closing the Share Exchange
Agreement.

As explained more fully in Item 3.01 of this Current Report, upon closing
of the Share Exchange Agreement, the Company issued 166,060,000 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 65.4% 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.

The disclosures set forth in Item 3.01 and Item 3.02 of this Current Report
are incorporated herein by reference.

ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS; COMPENSATORY ARRANGEMENTS
OF CERTAIN OFFICERS.

The disclosures set forth in Item 2.01 of this Current Report under the
heading "Directors and Executive Officers" and in Item 5.01 of this Current
Report under the heading "Changes in Control of Registrant" are incorporated
herein by reference.

ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL
YEAR.

On September 19, 2011, we amended our Articles of Incorporation to: (i)
increase our authorized capital to 500,000,000 shares of Common Stock and to
effect a 10 shares for one share forward stock split effective on September 19,
2011.

ITEM 5.06 CHANGE IN SHELL COMPANY STATUS.

As explained more fully in Item 3.01 of this Current Report, the Company
was a "shell company" (as such term is defined Section 12b-2 under the
Securities Exchange Act of 1934) immediately before the closing of the Share
Exchange Agreement on October 3, 2011. As a result of the Share Exchange
Agreement, Young Aviation became a wholly-owned subsidiary of the Company and
Young Aviation became the main operational business of the Company; hence, the
Company is no longer a "shell company."

EXPERT

The financial statements of Young Aviation, LLC for the years ended
December 31, 2010 and 2009, included in this Form 8-K/A have been audited by
Harris F. Rattray, CPA, an independent registered public accounting firm, as set
forth in his report included in this Form 8-K/A and the financial statements of
Young Aviation, LLC for three and six months ended June 30, 2011 and 2010,
included in this Form 8-K/A have been reviewed by Harris F. Rattray, CPA, as set
forth in his review report included in this Form 8-K/A. His reports are given
upon his authority as expert in accounting and auditing.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(a) Financial Statements of Business Acquired

The audited financial statements of Young Aviation, LLC as of and for the
years ended December 31, 2010 and 2009, and the unaudited financial statements
as of June 30, 2011, and for the six months ended June 30, 2011, and 2010, and
related footnotes are attached hereto as Exhibits 99.1 and 99.2, and are
incorporated herein by reference.

(b) Shell Company Transactions - Pro Forma Financial Information

The financial statements and the pro forma financial statements required by
Item 9.01(c) to Form 8-K are filed with this Current Report as Exhibit 99.3

Exhibit No. Document Description
----------- --------------------

2.1 Share Exchange Agreement dated September 2, 2011, by, between and
among Datamill Media Corp., Young Aviation, LLC and Members of
Young Aviation, LLC (1)

3.1 Articles of Incorporation (2)

3.1.1* Certificate of Amendment to Articles of Incorporation filed with
the Secretary of State of Nevada, effective September 19, 2011

3.2 Bylaws (3)

10.1 Promissory Note dated January 5, 2011, payable to Jablonski
Family, LLLP (4)

10.2 Security and Pledge Agreement dated January 4, 2011, between
Vincent Beatty and Jablonski Family, LLLP (5)

10.3* Amendment to Share Exchange Agreement effective as of September
30, 2011, by and between Datamill Media Corp. and Young Aviation,
LLC

23.1* Consent of Rattray & Associates, CPA

99.1* Audited financial statements of Young Aviation, LLC as of and for
the fiscal years ended December 31, 2010 and 2009.

99.2* Unaudited financial statements of Young Aviation, LLC as of June
30, 2011 and the six months ended June 30, 2011 and 2010

99.3* Pro forma financial information

----------
* Filed herewith
(1) Incorporated by reference to exhibit 10.1 to the Company's Current Report
on Form 8-K filed with the SEC on September 2, 2011.
(2) Incorporated by reference to Exhibit 3.1 to the Company's Form S-1
registration statement (Registration No. 333-172010).
(3) Incorporated by reference to Exhibit 3.2 to the Company's Form S-1
registration statement (Registration No. 333-172010).
(4) Incorporated by reference to Exhibit 10.1 to the Company's Form S-1
registration statement (Registration No. 333-172010).
(5) Incorporated by reference to Exhibit 10.2 to the Company's Form S-1
registration statement (Registration No. 333-172010).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this amended report to be signed on its
behalf by the undersigned hereunto duly authorized.

DATED: October 4, 2011

Datamill Media Corp.

By: /s/ Joel A. Young
--------------------------------------
Joel A. Young
President and Chief Executive Officer

Vapor Group, Inc. - FORM 8-K/A - October 4, 2011

Attached files

Vapor Group, Inc. Reports