UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14C INFORMATION
INFORMATION STATEMENT PURSUANT TO SECTION 14C OF THE
SECURITIES EXCHANGE ACT OF 1934
[X] Filed by the Registrant [ ] Filed by a Party other than the Registrant
Check the appropriate box:
[X] Preliminary Information Statement
[ ] Definitive Information Statement Only
[ ] Confidential, for Use of the Commission (as permitted by Rule 14c)
DATAMILL MEDIA CORP.
(Name of Registrant as Specified In Its Charter)
Name of Person(s) Filing Information Statement, if other than Registrant:
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14C-5(g) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (Set forth the amount of which the filing fee is
calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11 (a) (2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount previously paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
THIS INFORMATION STATEMENT IS BEING PROVIDED TO
YOU BY THE BOARD OF DIRECTORS OF THE COMPANY
WE ARE NOT ASKING YOU FOR A PROXY
AND YOU ARE REQUESTED NOT TO SEND US A PROXY
DATAMILL MEDIA CORP.
4700 Hiatus Road,, Suite 252
Sunrise, Florida 33351
INFORMATION STATEMENT
(Preliminary)
October 21, 2011
GENERAL INFORMATION
This Information Statement of Datamill Media Corp., a Nevada corporation
("Company"), has been filed with the Securities and Exchange Commission and is
being furnished, pursuant to Section 14 (c) of the Securities Exchange Act of
1934, as amended ("Exchange Act") on or about October 31, 2011, to our
shareholders of record as of the close of business on October 19, 2011 ("Record
Date"), to notify such shareholders that on October 19, 2011 (i) the Company's
Board of Directors approved an amendment to our Articles of Incorporation to
change the name of the Company to "AvWorks Aviation Corp.;" (ii) our Board of
Directors set October 19, 2011, as the record date for shareholders entitled to
vote on the amendment; and (iii) the Company received the written consent in
lieu of a special meeting of shareholders from a shareholder holding 165,000,000
shares of our Common Stock representing approximately 62.9% of our total voting
stock ("Majority Shareholder"), approving of the Company amending the Articles
of Incorporation to change the name to "AvWorks Aviation Corp.".
While the above actions have been approved by a majority of our outstanding
shares in accordance with Nevada Corporate Law, the rules of the Securities and
Exchange Commission provide that the above actions cannot take effect until at
least 20 days after this information statement has first been sent to our
shareholders. We anticipate that the actions contemplated hereby will be
effected on or about the close of business on November 23, 2011.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND A PROXY
The entire cost of furnishing this Information Statement will be borne by
us. We will request brokerage houses, nominees, custodians, fiduciaries and
other similar persons to forward this Information Statement to the beneficial
owners of our voting securities, and we will reimburse such persons for
out-of-pocket expenses incurred in forwarding such material.
You are being provided with this Information Statement pursuant to Section
14 (c) of the Exchange Act and Regulation 14C promulgated thereunder, and, in
accordance therewith, the amendment to our Articles of Incorporation and the
name change will not become effective until at least 20 calendar days after the
mailing of this Information Statement.
ADDITIONAL INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended. Accordingly, we file annual, quarterly and
special reports, proxy statements and other information with the SEC. You may
read and copy any document we file at the SEC's public reference room at 100 F
Street,, N.E., Washington, D.C. 20549. You should call the SEC at 1-800-SEC-0330
for further information on the public reference rooms. Our SEC filings will also
be available to the public at the SEC's web site at http://www.sec.gov.
You may request, and we will voluntarily provide, a copy of our filings,
including our annual report, which will contain audited financial statements, at
no cost to you, by writing or telephoning us at the following address and
telephone number:
Datamill Media Corp.
4700 Hiatus Road, Suite 252
Sunrise, Florida 33351
Telephone: (954) 749-0484
The following documents as filed with the Commission by the Company are
incorporated herein by reference:
1. Annual Report on Form 10-K for the fiscal year ended December 31,
2010;
2. Form 10-Q for the quarter ended March 31, 2011;
3. Form 10-Q for the quarter ended June 30, 2011; and
4. Form 8-K/A filed on October 4, 2011.
OUTSTANDING VOTING SECURITIES
The holders of our Common Stock are entitled to one vote per share. As of
October 19, 2011, we had 262,310,000 shares of Common Stock issued and
outstanding
On the Record Date, persons entitled to cast 165,000,000 votes (or 62.9% of
total votes entitled to be cast) voted to approve the above described election
of directors and other corporate actions.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
STOCKHOLDER MATTERS.
To our knowledge, the following table sets forth, as of October 19, 2011,
information regarding the ownership of our common stock by:
* 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.
2
Amount and
Nature of
Name and Address Title of Beneficial Percent of
of Beneficial Owner Class Owner Class
------------------- ----- ----- -----
Joel A. Young Common Stock 165,000,000 62.9%
4700 Hiatus Road, Suite 252
Sunrise, Florida 33351
Vincent Beatty Common Stock 27,013,500 10.30%
1205 Hillsboro Mile, Suite 203
Hillsboro Beach, Florida 33062
Officers and Directors as a Group
(1 person) Common Stock 165,000,000 62.9%
|
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 shareholder approval.
THE APPROVAL OF AN AMENDMENT TO OUR ARTICLES
OF INCORPORATION TO CHANGE THE NAME OF THE COMPANY TO AVWORKS AVIATION CORP.
ACTION NO. 1
REASONS FOR ACTION NO. 1
As a result of the Company's acquisition of Young Aviation, LLC on October
3, 2011, the Company believes that it needs to change its name to properly brand
its new business of being a diversified broker and supplier of parts, products
and services to the worldwide aviation, aerospace, government and defense
markets.
NO APPRAISAL OR DISSENTER'S RIGHTS
Under Nevada Law, shareholders are not entitled to appraisal or dissenter's
rights with respect to the proposed amendment to the Articles of Incorporation
to effect a name change.
APPROVAL OF ACTION NO. 1
The Majority Shareholder has approved the amendment to our Articles of
Incorporation to effect a change in the Company's name to AvWorks Aviation Corp.
The number of shares voted to approve the plan was sufficient under Nevada
corporate law.
By Order of the Board of Directors
/s/ Joel A. Young
-----------------------------------------------
Date: October 21, 2011 Joel A. Young,
Director, President and Chief Executive Officer
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3
APPENDIX A
EXCERPT
FROM
CERTIFICATE OF AMENDMENT
TO
ARTICLES OF INCORPORATION
OF
DATAMILL MEDIA CORP.
Article 1 of the Articles of Incorporation is hereby amended to read in its
entirety as follows:
"Article 1.
Name of corporation: AvWorks Aviation Corp."
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