UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-Q

(MARK ONE)

[X]     QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE
        SECURITIES EXCHANGE ACT OF 1934

               For the  quarterly period ended September 30, 2009


[ ]     TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE
        SECURITIES EXCHANGE ACT OF 1934

                    For the transition period from       to

                         Commission file number 0-30503
                                                -------

                          AVSTAR AVIATION GROUP, INC.
             (Exact Name of Registrant as Specified in Its Charter)

               Colorado                            76-0635938
   (State or other jurisdiction of      (I.R.S. Employer Identification No.)
     incorporation or organization)

                 3600 GESSNER, SUITE 220, HOUSTON, TEXAS 77063
                    (Address of principal executive offices)

                                 (713) 710-7103
                        (Registrant's telephone number)

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

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

Indicate  by  check mark whether the Registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company.  See
the  definitions  of "large accelerated filer," "accelerated filer" and "smaller
reporting  company"  in  Rule  12b-2  of  the  Exchange  Act  (Check  one).

Large accelerated filer       [ ]        Accelerated filer          [ ]

Non-accelerated filer         [ ]        Smaller reporting company  [X]
(Do  not  check  if  smaller  reporting  company)

<PAGE>

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

State the number of shares outstanding of each of the issuer's classes of common
equity,  as  of  the  latest practicable date:    53,904,995 common shares as of
November  12,  2009



<PAGE>
                         PART I  FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.


                            AVSTAR AVIATION GROUP, INC.
                            CONSOLIDATED BALANCE SHEETS
                                  (Unaudited)

                                                  September 30,     December 31,
                                                       2009            2008
ASSETS

Current assets:
     Cash                                           $     9,536    $   2,595
     Accounts receivable                                 19,299        1,844
     Prepaid expenses                                     8,301
     Parts and Inventory                                 44,262

Property and equipment:
     Oil and gas properties (successful efforts
     method net of accumulated depletion of
     $143,234 and $138,642)                              44,262       28,734
     Unproven oil and gas properties (successful
     efforts method)                                    149,474      152,000
                                                    ------------------------

Total property and equipment                            174,737      180,734

Investment in subsidiary                                 60,988
                                                    ------------------------
Total assets                                        $   317,123    $ 185,173
                                                    ========================

LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities:
Accounts payable                                    $     67,855   $ 43,595
Credit card payable                                                  18,374
Other current liabilities                                132,005
Accrued interest payable to related parties               99,197     79,090
Notes payable - other                                          0
Notes payable to related parties                               0     11,500
                                                    -----------------------

Total current liabilities                                299,057    152,559

Long-term debt to related parties                        659,771    659,771
Asset retirement obligations                                          8,193
                                                    -----------------------
Total liabilities                                   $    958,828    820,523

Stockholders' deficit:
Preferred stock: $.001 par value; 10,000,000
shares authorized, none issued and outstanding                 -          -
Common stock: $.001 par value; 500,000,000
shares authorized; 53,904,995 and 306,339,544
shares issued and outstanding at September 30, 2009
and December 31, 2008, respectively                     490,500     365,499
Additional paid-in capital                           18,521,904  18,521,904
Accumulated deficit                                 (19,654,109)(19,522,753)
                                                    -----------------------
Total stockholders' deficit                            (641,705)   (635,350)
                                                    -----------------------
Total liabilities and stockholders' deficit        $    317,123     185,173
                                                    ========================

                                      -2-
<PAGE>
                          AVSTAR AVIATION GROUP, INC.
                     CONSOLIDATED STATEMENTS OF OPERATIONS
                                  (unaudited)


                                Three Months Ended        Nine Months Ended
                                      June 30,             September 30,
                               2009          2008         2009       2008

Oil and gas revenue        $       -   $    4,945      $   4,295   $    26,805
Revenue from aviation
   operations                183,718                     519,913
                           ---------------------------------------------------
Total revenue                183,718        4,945        524,208        26,805

Costs and expenses:
Cost of goods sold           160,500                     363,304
Lease operating expenses                    1,626                        9,313
Production taxes                              415            146         1,693
Dry hole costs                     -            -              -             -
Depreciation, depletion and
   amortization               24,515          745         19,534         5,337
Impairment                                      -                       42,696
Selling, general and
  administrative
  expenses                    42,940       58,120        252,473       274,047
                           ---------------------------------------------------

Total costs and expenses     232,955       60,906        635,457       333,086
                           ---------------------------------------------------
Loss from operations         (49,237)     (55,961)      (111,249)     (306,281)

Other income and (expenses):
   Other income                    -          257              -           257
   Interest expense                       (19,804)       (20,107)      (58,983)
                           ---------------------------------------------------
Net loss                   $  (49,237)  $ (75,508)    $ (131,356)   $ (365,007)
                           ===================================================

Basic and diluted net loss per common
   share                   $    (0.00)  $   (0.00)    $    (0.00)   $    (0.00)

Weighted average common
  shares                   53,904,995 362,192,411     53,904,995   337,033,267

                                      -3-

<PAGE>
                           AVSTAR AVIATION GROUP, INC.
                CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT
                     for the Nine months ended September 30, 2009
                                  (Unaudited)



                    Common                 Additional  Accumu-    Stockholders'
                     Stock                   Paid-In    lated       Equity
                    Shares    Amount        Capital     Deficit    (Deficit)

Balance at December
  31, 2008       365,499,544 $  365,500  $ 18,521,903 $ (19,522,753) $ (635,350)

Common stock
  issued to
  services        25,000,000     25,000             -             -      25,000

Common stock
  issued for
  property
  acquisition         10,000     10,000             -             -      10,000

Reverse stock
  split and
  conversion to
  common        (336,604,549)    90,000             -             -      90,000

Net loss                                             -     (131,356)   (131,356)
                ---------------------------------------------------------------

Balance at September
  30, 2009        53,904,995 $  490,500  $ 18,521,904 $  (19,654,109) $(641,705)
               ================================================================

                                      -4-

<PAGE>

                         AVSTAR AVIATION GROUP, INC.
              UNAUDITED CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
                for the nine months ended September 30, 2009 and 2008
                               (Unaudited)


                                                          2009          2008


Cash flows from operating activities:
Net loss                                             $  (131,355) $  (365,007)
Adjustments to reconcile net loss to net cash
  used in operating activities                           106,892      352,769

Net cash provided by operating activities                (24,463)     (12,238)

Cash flows from investing activities                           -            -

Cash flows from financing activities:
Common stock                                              25,000            -
                                                      -----------------------
Net cash provided by (used in) financing activities       25,000            -
                                                      ----------------------
Net increase/(decrease) in cash and cash equivalents         537     (12,238)

Cash and cash equivalents at beginning of period           8,998      11,500
                                                     -----------------------
Cash and cash equivalents at end of period           $     9,535  $     (738)
                                                     =======================

Supplemental Disclosures
Cash paid for interest                               $         -  $        -
Cash paid for income taxes                                     -           -
Non Cash Disclosures
Reclassification of accrued interest into
  principal                                                    -     126,730
Reclassification of long-term to short-term debt               -       5,000
Oil and gas property acquired with common stock issuance              32,000


                                      -5-
<PAGE>
                          AVSTAR AVIATION GROUP, INC.
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

1.     BASIS  OF  PRESENTATION

The  accompanying  unaudited interim consolidated financial statements of AvStar
Aviation  Group,  Inc. (the "Company"), a Colorado corporation formerly known as
"Pangea  Petroleum  Corp.,"  have  been  prepared  in accordance with accounting
principles  generally  accepted in the United States of America and the rules of
the  Securities  and  Exchange  Commission  (the  "SEC")  and  should be read in
conjunction with the audited financial statements and notes thereto contained in
the  Company  's  latest  Annual  Report on Form 10-K filed with the SEC. In the
opinion  of  management,  all  adjustments,  consisting  of  normal  recurring
adjustments,  necessary  for  a  fair presentation of financial position and the
results  of  operations  for  the  interim periods presented have been reflected
herein.  The  results  of  operations  for  interim  periods are not necessarily
indicative  of  the  results  to  be  expected  for  the  full  year.

Notes  to  the  consolidated  financial  statements  that  would  substantially
duplicate  the  disclosure contained in the audited financial statements for the
most recent fiscal year, December 31, 2008, as reported in the Company 's latest
Annual  Report  on  Form  10-K,  have  been  omitted.

2.     GOING  CONCERN  CONSIDERATIONS

Since  its  inception, the Company has suffered recurring losses from operations
and  has  been  dependent  on existing stockholders and new investors to provide
cash  resources  to  sustain  its  operations.  During  the  three  months ended
September  30,  2009 and 2008, the Company reported net losses of $ 22,640 and $
75,508,  respectively.  These  conditions  raise  substantial  doubt  about  the
Company's  ability  to  continue  as  a  going  concern.

The Company has developed a multi-step plan and has taken actions to improve its
financial  position and deal with its liquidity problems. The final steps of the
plan are still being developed, but may include additional private placements of
the  Company's  common  stock, and efforts to raise additional debt financing or
equity investments. There can be no assurance that any of the plans developed by
the Company will produce cash flows sufficient to ensure its long-term viability
as  a  going  concern.

The Company's long-term viability as a going concern is dependent on certain key
factors,  as  follows:

     *     the  Company's  ability to obtain adequate sources of outside
           financing to support  near  term operations and to allow the Company
           to continue forward with current  strategic  plans.
     *     the  Company's  ability  to ultimately achieve adequate profitability
           and cash  flows  to  sustain  continuing  operations.

3.     STOCKHOLDERS'  EQUITY

There  was  no  change in stockholders' equity as there was no stock issuance in
the  third  quarter  of  2009.

4.     RECENT  EVENTS

The  Company  entered into a Share Exchange Agreement fully executed on February
20,  2009  (the  "Exchange  Agreement")  by  and  between the Company and AvStar
Aviation  Services,  Inc.  ("AvStar  Services"),  providing  for  the  Company's
acquisition  of  all  of  the  outstanding  common  stock in San Diego Airmotive
("SDA"),  which (through its predecessor entity) has been providing maintenance,
repair  and  overhaul  ("MRO")  services in California since 1987. In connection
with this acquisition, the Company issued to AvStar Services, the prior owner of
SDA,  1,000,000  shares  of the Company's newly-created series A preferred stock
("Series  A  Preferred  Stock"),  which  shares  constituted  in  the  aggregate

                                      -6-
<PAGE>

approximately  92.8%  of  outstanding  economic interest and voting power in the
Company.  All  descriptions  of  the  share  exchange  contained  herein and all
references to the terms, provisions and conditions of the Exchange Agreement are
qualified  in  their  entirety  by reference to the Exchange Agreement which was
detailed  in  the  8-K  filed  on  February  25,  2009.

On  August  19,  2009,  at  a  special  meeting, the stockholders of the Company
approved  all  five of the amendments to the Company's Articles of Incorporation
and  a sixth proposal that called for such Articles of Incorporation (as amended
heretofore) to be restated in a single document.  The principal effects of these
amendments  involved  the  change  of  the  Company's  corporate name to "AvStar
Aviation  Group,  Inc."  and  a  one-for-100  reverse  stock split of the Pangea
Petroleum Corp. shareholders common stock.  One consequence of the reverse stock
split  was  the conversion of all outstanding shares of Series A Preferred Stock
into  50  million  post-split  shares  of  common stock, thereby simplifying the
Company's  capitalization.  Moreover,  another  consequence  was the creation of
additional  authorized  but  unissued  common  shares for general corporate use.
Several  more  technical  amendments  modernized  the  Company's  Articles  of
Incorporation.  The  Company has completed the name change and the reverse stock
split.

                                       -7-
<PAGE>
ITEM  2.  MANAGEMENT'S  DISCUSSION  AND  ANALYSIS.

              CAUTIONARY STATEMENT FOR FORWARD-LOOKING STATEMENTS

This  Quarterly  Report  on Form 10-Q includes forward-looking statements within
the  meaning  of  Section  27A  of  the  Securities Act of 1933, as amended, and
Section  21E  of the Securities Exchange Act of 1934, as amended.  We have based
these  forward-looking  statements  on  our current expectations and projections
about  future events.  These forward-looking statements are subject to known and
unknown  risks, uncertainties and assumptions about us that may cause our actual
results,  levels  of  activity,  performance  or  achievements  to be materially
different  from  any  future  results,  levels  of  activity,  performance  or
achievements  expressed  or implied by such forward-looking statements.  In some
cases, you can identify forward-looking statements by terminology such as "may,"
"should,"  "could,"  "would,"  "expect,"  "plan,"  "anticipate,"  "believe,"
"estimate,"  "continue,"  or  the  negative  of  such  terms  or  other  similar
expressions.  Factors  that  might  cause  or  contribute  to such a discrepancy
include,  but  are  not  limited to, those described in our other Securities and
Exchange  Commission  filings.  The  following  discussion  should  be  read  in
conjunction  with  our  Financial  Statements and related Notes thereto included
elsewhere  in  this  report.

GENERAL

     We  have  historically  been  an  independent  energy  company  focused  on
exploration and development of oil and natural gas reserves, whose core business
was  directed  to  the  development  of  oil and gas prospects in proven onshore
production  areas.  In  February  2009,  we  adopted a significant change in our
corporate  direction. We have decided to focus our efforts on acquiring aviation
related  businesses  and  developing  these  businesses  to  their  commercial
potential.

     Our new business plan is to acquire, consolidate and grow businesses in the
general  aviation industry. We have adjusted our future goals and will place our
primary  focus on the acquisition of a portfolio of fixed base operations (FBOs)
at airports that support light jet traffic along with turbine powered and piston
engine aircraft.  We believe that the time is here to invest in this sector.  It
is  both a combination of the economic trends, consumer confidence and valuation
levels as well as new technological innovations that have just started to impact
this  sector  that  makes our prospects of growing a portfolio of FBO businesses
compelling.  These  facilities  will be supported by our maintenance, repair and
overhaul  (MRO)  of  aircraft  providing  products  and services for the general
aviation  sector.  We  believe  that  since September 11, 2001, both private air
transportation and the number of aircraft owned by both individuals and business
have  dramatically  increased.  Each  of  these  sectors, in addition to routine
maintenance,  has  mandated a number of inspections by the FAA that are commonly
included  in  traditional  MRO  services.

     Our  recently  acquired,  wholly  owned  subsidiary,  San  Diego  Airmotive
("SDA"),  has  been  operating  (through its predecessor entity) as an MRO since
1987.  SDA  historically  provided  MRO  services  for  single  and multi-engine
aircraft.  As capital is available to us, we intend to grow our business through
the  expansion  of our existing MRO business as well as by acquisitions of fixed
base  operations  (FBOs),  expansion of our existing MRO, charter operations and
other  operational  aircraft  related  businesses.

     Since  our  inception,  we  have  recurring losses from operations and have
depended  on  existing  stockholders  and  new  investors  to  provide  the cash
resources to sustain its operations. During the three months ended September 30,
2009,  we  reported a loss of $22,640 compared to a loss of $75,508 reported for
the  three  months  ended  September  30,  2008.

                                         -8-
<PAGE>

     Our  long-term viability as a going concern depends on certain key factors,
as  follows:

     *     Our ability to continue to obtain sources of outside financing to
           allow us to  continue  our  business  operations.
     *     Our  ability  to increase profitability and sustain a cash flow level
           that will  ensure  support  for  continuing  operations.

     On  August  19,  2009 at a special meeting, the stockholders of the Company
approved all five proposed amendments to the Company's Articles of Incorporation
and  a sixth proposal that called for such Articles of Incorporation (as amended
heretofore  or  at  the  meeting)  to  be  restated  in  a single document.  The
principal  effects  of  these  amendments  involved  the change of the Company's
corporate  name to "AvStar Aviation Group, Inc." and a one-for-100 reverse stock
split of the Company's common stock.  One consequence of the reverse stock split
was the conversion of all outstanding shares of Series A Preferred Stock into 50
million  post-split  shares  of  common stock, thereby simplifying the Company's
capitalization.  Moreover,  another  consequence  was the creation of additional
authorized  but  unissued common shares for general corporate use.  Several more
technical  amendments  modernized  the Company's Articles of Incorporation.  The
name change and reverse stock split described in this paragraph became effective
on  September  21,  2009.

CRITICAL  ACCOUNTING  POLICIES  AND  ESTIMATES

     Our  discussion  and  analysis  of  the  financial condition and results of
operations  are based upon our financial statements, which have been prepared in
accordance  with  generally accepted accounting principles in the United States.
The  preparation of these financial statements requires us to make estimates and
judgments  that  affect the reported amounts of assets, liabilities, revenue and
expenses,  and  related  disclosure  of contingent assets and liabilities. On an
ongoing  basis,  we  evaluate  estimates.  We  base  our estimates on historical
experience  and  on various other assumptions that are believed to be reasonable
under  the  circumstances.  These  estimates and assumptions provide a basis for
making  judgments  about  the carrying values of assets and liabilities that are
not  readily  apparent  from other sources. Actual results may differ from these
estimates  under  different assumptions or conditions, and these differences may
be  material.

     We  believe  the  following  critical  accounting  policies affect its more
significant  judgments and estimates used in the preparation of its consolidated
financial  statements.

OIL  AND  GAS  PRODUCING  ACTIVITIES

     We follow the "successful efforts" method of accounting for our oil and gas
properties.  Under  this  method  of  accounting, all property acquisition costs
(cost  to  acquire  mineral  interests  in oil and gas properties) and costs (to
drill  and  equip)  of  exploratory  and  development wells are capitalized when
incurred,  pending  determination of whether the well has found proved reserves.
If  an  exploratory well has not found proved reserves in commercial quantities,
the  costs  associated  with  the  well  are  charged  to  expense. The costs of
development  wells  are  capitalized  whether  productive  or  nonproductive.
Geological  and  geophysical  costs  and  the  costs  of  carrying and retaining
undeveloped properties are expensed as incurred. Management estimates the future
liability  for  plugging  and  abandonment  of  the  related  wells.

                                       -9-
<PAGE>

     Unproved  oil  and  gas  properties  that  are individually significant are
periodically  assessed  for impairment of value, and a loss is recognized at the
time  of  impairment  by  providing  an  impairment  allowance.  Other  unproved
properties  are amortized based on the average holding period. Capitalized costs
of  producing  oil  and gas properties after considering estimated dismantlement
and  abandonment costs and estimated salvage values are depreciated and depleted
by  the  unit-of-production method. On the sale or retirement of a complete unit
of  a proved property, the cost and related accumulated depreciation, depletion,
and  amortization  are  eliminated from the property accounts, and the resultant
gain  or  loss  is  recognized.  On  the retirement or sale of a partial unit of
proved property, the cost is charged to accumulated depreciation, depletion, and
amortization  with  a  resulting  gain  or  loss  recognized in the statement of
operations.

     On  the sale of an entire interest in an unproved property for cash or cash
equivalent,  gain  or  loss on the sale is recognized, taking into consideration
the  amount  of  any  recorded  impairment  if  the  property  had been assessed
individually.  If a partial interest in an unproved property is sold, the amount
received  is  treated  as  a  reduction  of  the  cost of the interest retained.

RESULTS  OF  OPERATIONS

     Financial  results for the quarter and nine months ended September 30, 2009
are  not  directly  comparable  to  financial results for the equivalent periods
ended  September  30,  2008.   During the first nine months of 2008, the Company
had  only  limited participation interests in various oil and gas wells.  During
the  first  quarter  of 2009, the Company completed the acquisition of San Diego
Airmotive  ("SDA"),  which  provides  maintenance,  repair  and overhaul ("MRO")
services  of  aircraft  in  California.  This  acquisition  greatly affected the
financial  results  for the third quarter and first nine months of 2009 compared
to  the  financial  results  for  the  equivalent  periods  of  2008.

   QUARTER ENDED SEPT. 30, 2009 COMPARED TO THE QUARTER ENDED SEPT. 30, 2008

     REVENUES.  Revenues  for  the  third quarter 2009 were $163,601, consisting
solely  of revenues from aviation operations from SDA.  These revenues represent
a  great  increase  from  revenues  for  the third quarter 2008 of $4,945, which
resulted  solely from oil and gas interests, inasmuch as the Company did not own
SDA  at  any  time  during  2008.  The decrease in oil and gas revenues from the
third  quarter  of 2008 to the third quarter of 2009 resulted from a decrease in
production.

     EXPENSES.  Costs  and  expenses  increased to $167,452 in the third quarter
2009  from  $55,961in  the  second  quarter  2008.  This  increase  in costs and
expenses  reflects $93,546 in costs of goods sold in the third quarter 2009 from
SDA's  operations  (while  the  Company  had no costs of goods sold in the third
quarter  2008),  with  the  increase  being  offset  by the absence in the third
quarter  2009  of  certain costs and expenses relating to oil and gas operations
that  were  incurred during the second quarter 2008.  Moreover, selling, general
and  administrative expenses increased to $73,906 in the third quarter 2009 from
$58,120  in  the  second  quarter  2008.  Furthermore,  the Company had interest
expense  in  the  amount  of  $19,804 during the third quarter 2008 with no such
expense  during  the  third  quarter  2009.

     NET  LOSS.  As  a  result  of the considerable increase in revenues and the
comparative  small  increase  in expenses, the net loss of $22,640 for the third
quarter  2009  represents a decrease of $52,868 from the net loss of $75,508 for
third  quarter  2008.

 NINE MOS. ENDED SEPT. 30, 2009 COMPARED TO THE NINE MOS. ENDED SEPT. 30, 2008

     REVENUES.  Revenues  for  the  first  nine  months  of  2009 were $524,208,
consisting  of $519,913 in revenues from aviation operations from SDA and $4,295
in  oil  and  gas  revenues.  These  revenues  represent  a  great increase from
revenues  for  the  first  nine months of 2008 of $26,805, which resulted solely
from  oil and gas interests, inasmuch as the Company did not own SDA at any time
during 2008.  The decrease in oil and gas revenues from the first nine months of
2008 to the first nine months of 2009 resulted from a decrease in production and
a  decline  in  oil  and  gas  prices.

                                        -10-
<PAGE>

     EXPENSES.  Costs  and  expenses  increased  to  $655,564  in the first nine
months of 2009 from $333,086 in the first nine months of 2008.  This increase in
costs  and  expenses  reflects $334,290 in costs of goods sold in the first nine
months  of  2009  from SDA's operations (while the Company had no costs of goods
sold  in  the  first nine months of 2008), with the increase being offset by the
absence  in the first nine months of 2009 of certain costs and expenses relating
to  oil  and  gas  operations that were incurred during the first nine months of
2008.  Moreover,  selling,  general  and  administrative  expenses  increased to
$295,868 in the first nine months of 2009 from $215,927 in the first nine months
of 2008.  Furthermore, the Company had interest expense in the amount of $58,983
during  the  first nine months of 2008 with $20,107 during the first nine months
of  2009.

     NET  LOSS.  As  a  result  of the considerable increase in revenues and the
relatively  smaller increase in expenses, the net loss of $151,463 for the first
nine  months  of  2009  represents  a  decrease of $213,544 from the net loss of
$365,007  for  first  nine  months  of  2008.

LIQUIDITY  AND  CAPITAL  RESOURCES

     Currently,  we  have  limited  financial ability to pursue our new business
plan.  We are currently trying to determine the scope of the business activities
that  we  will  pursue  in the foreseeable future. The amount of capital that we
will  need  depends  on  the scope of the business activities that we ultimately
decide to pursue. This scope is uncertain at this time. However, we know that we
must  obtain  additional financing to pursue our business plan at any level that
we  are  likely  to pursue. We are currently searching for sources of financing,
but  we  currently do not have any binding commitments for, or readily available
sources  of, financing. We cannot assure anyone that financing will be available
to  us  when  needed  or,  if  available, that such financing can be obtained on
commercially  reasonably  terms.  If  we  do  not  obtain  financing  we will be
constrained  to  contract  the  scope  of  our  business  plan.  Under  certain
circumstances,  we  may  be  constrained  to attempt to sell some of our assets.
However,  we cannot assure anyone that we will be able to find interested buyers
or  that  the  funds  received  from any such sale would be adequate to fund our
activities.  Under  certain  circumstances,  we  could  be  forced  to cease our
operations  and  liquidate  our  remaining  assets,  if  any.

     We  have  outstanding  the  following  notes that became due and payable at
December  31,  2008 totaling $659,771 and related accrued interest of $99,197 as
of  September  30,  2009.  We  are  currently  exploring  ways  to satisfy these
amounts.

(a)     Note  payable  to  Mary  Pollock  Merritt,  daughter of our former chief
executive  officer. This note bears interest at rates of 12% per year and became
due  on  December  31,  2008.  This  note  is  not  collateralized.  The current
outstanding  balance  on  this  note as of September 30, 2009 was $146,691, plus
accrued  interest.

(b)     Note  payable to Charles Pollock, our former chief executive officer and
a  significant stockholder of ours. This note bears interest of 12% per year and
became  due  on  December 31, 2008. This note is not collateralized. The current
outstanding  balance  on  this  note as of September 30, 2009 was $400,911, plus
accrued  interest  .

(c)     Note  payable  to  Mark  Weller,  our former president and a significant
stockholder  of ours. This note bears interest of 12% per year and became due on
December  31,  2008.  This  note  is not collateralized. The current outstanding
balance  on  this  note  as  of  September  30,  2009 was $112,169, plus accrued
interest  .

OFF-BALANCE SHEET ARRANGEMENTS

     We have no off balance sheet arrangements.

                                       -11-
<PAGE>

ITEM 4T. CONTROLS AND PROCEDURES.

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

     As  of  the  end  of the period of this report, our principal executive and
principal  financial  officer  carried out an evaluation of the effectiveness of
the  design  and  operation  of  our  disclosure  controls  and procedures. This
evaluation  was  carried out under the supervision and with the participation of
our  management,  including  our  Chief  Executive  Officer  and Chief Financial
Officer. We have concluded, based on that evaluation, that, as of such date, the
disclosure controls and procedures were not effective to ensure that information
required  to  be  disclosed  in  reports filed or submitted under the Securities
Exchange Act of 1934 (the "Exchange Act") is accumulated and communicated to our
management,  including  our Chief Executive Officer and Chief Financial Officer,
as appropriate to allow timely decisions regarding required disclosure. Although
the  evaluation did not detect any material weaknesses in our system of internal
accounting  controls over financial reporting, management identified significant
deficiencies  with  respect  to  the timely public reporting of events requiring
such  reporting. We are instituting corrective action to ensure that such events
are  timely  reported publicly. Notwithstanding management's assessment that our
internal  control  over financial reporting was ineffective as of the end of the
period  of  this  report,  and  the significant deficiencies described above, we
believe  that  the  consolidated  financial  statements  included in this report
correctly  present our financial condition, results of operations and cash flows
for  the  periods  covered  thereby  in  all  material  respects.

LIMITATIONS ON EFFECTIVENESS OF CONTROLS AND PROCEDURES

     Our  management,  including our Chief Executive Officer and Chief Financial
Officer,  does  not  expect  that  our disclosure controls and procedures or our
internal  controls  will  prevent  all error and all fraud. A control system, no
matter  how  well  conceived  and  operated,  can  provide  only reasonable, not
absolute,  assurance that the objectives of the control system are met. Further,
the  design  of  a  control system must reflect the fact that there are resource
constraints  and  the  benefits of controls must be considered relative to their
costs. Because of the inherent limitations in all control systems, no evaluation
of controls can provide absolute assurance that all control issues and instances
of  fraud,  if  any,  within  our  company  have  been  detected. These inherent
limitations  include,  but  are  not limited to, the realities that judgments in
decision-making  can  be  faulty and that breakdowns can occur because of simple
error  or  mistake. Additionally, controls can be circumvented by the individual
acts  of  some  persons,  by  collusion  of two or more people, or by management
override  of  the control. The design of any system of controls also is based in
part  upon  certain  assumptions about the likelihood of future events and there
can  be  no assurance that any design will succeed in achieving its stated goals
under  all potential future conditions; over time, control may become inadequate
because  of changes in conditions, or the degree of compliance with the policies
or  procedures  may  deteriorate.

CHANGES  IN  INTERNAL  CONTROLS  OVER  FINANCIAL  REPORTING

There  have  not  been  any  changes  in  our  internal  control  over financial
reporting,  as  such  term is defined in Rules 13a-15(f) and 15d-15(f) under the
Exchange Act, during the period of this report that have materially affected, or
are  reasonably  likely to materially affect our internal control over financial
reporting.

                           PART II  OTHER INFORMATION

ITEM 4.     SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     On  August  19,  2009,  the  Company's  special  meeting  of  the Company's
stockholders,  for which proxies were solicited pursuant to Regulation 14A under
the  Securities  Exchange Act of 1934 (as amended), was convened to consider and
vote  on  five  proposals  to  amend  the  Company's  Articles of Incorporation:

                                         -12-
<PAGE>

*     to  change  the  name of the Company to "AvStar Aviation Group, Inc." (the
"Corporate  Name  Change  Amendment");

*     to  effect  a 1-for-100 reverse stock split (the "Reverse Stock Split") of
the Company's Common Stock, $.001 par value per share ("Common Stock"), in which
every one hundred shares of Common Stock outstanding as of the effective date of
the  amendment  would  be  converted  into  one share of Common Stock; provided,
however,  that all fractional shares would be rounded up to one whole share (the
"Reverse  Stock  Split  Amendment");

*     to  add  a provision allowing the Company's shareholders to act by written
consent  in  lieu of a meeting provided that shareholders, holding shares having
not  less  than the minimum number of votes that would be necessary to authorize
or  take  such  action  at a meeting at which all of the shares entitled to vote
thereon  were present and voted, consent to such action in writing (the "Written
Consent  Amendment");

*     to  eliminate,  immediately  after  the effectiveness of the Reverse Stock
Split,  the  provisions establishing the Company's Series A Preferred Stock (the
"Preferred  Stock  Amendment");  and

*     to amend the "powers clause" in the Company's Articles of Incorporation to
delete  the lengthy enumeration of the various powers that the Company possesses
and  to  provide simply that the Company possess "the powers provided for in the
Colorado  Corporation  Code  with  respect  to corporations" (the "Powers Clause
Amendment").

     The  special  meeting  was also convened to consider and vote on a proposal
(the  "Restatement  Proposal")  to  amend  and restate the Company's Articles of
Incorporation  if  and  only if each of the Corporate Name Change Amendment, the
Reverse  Stock  Split  Amendment,  the  Written Consent Amendment, the Preferred
Stock  Amendment  and  the  Powers  Clause  Amendment  were  approved.

     The  Company's  stockholders  approved the Corporate Name Change Amendment.
The  following  are  the  results  of  the  voting  on  this  amendment:

                                 COMMON SHARES

             Percentage of             Abstain or  Percentage of Votes "Against"
   "For"      Votes "For"    Against   Non-Votes     Abstaining or Not Voting
---------    ------------    -------   ---------     -----------------------

 296,008,880     75.8%      4,602,180   89,888,484             24.2%

                           SERIES A PREFERRED SHARES

             Percentage of             Abstain or  Percentage of Votes "Against"
   "For"      Votes "For"    Against   Non-Votes     Abstaining or Not Voting
---------    ------------    -------   ---------     -----------------------

 5,000,000,000     100%        -0-         -0-                   -0-

     The Company's stockholders approved the Reverse Stock Split Amendment.  The
following  are  the  results  of  the  voting  on  this  amendment:

                                         -13-
<PAGE>

                                 COMMON SHARES

             Percentage of             Abstain or  Percentage of Votes "Against"
   "For"      Votes "For"    Against   Non-Votes     Abstaining or Not Voting
---------    ------------    -------   ---------     -----------------------

270,422,757     69.3%       34,323,388  85,753,399             49.2%

                          SERIES A PREFERRED SHARES

             Percentage of             Abstain or  Percentage of Votes "Against"
   "For"      Votes "For"    Against   Non-Votes     Abstaining or Not Voting
---------    ------------    -------   ---------     -----------------------

  5,000,000,000   100%         -0-         -0-                  -0-

     The  Company's  stockholders  approved  the Written Consent Amendment.  The
following  are  the  results  of  the  voting  on  this  amendment:

                                 COMMON SHARES

             Percentage of             Abstain or  Percentage of Votes "Against"
   "For"      Votes "For"    Against   Non-Votes     Abstaining or Not Voting
---------    ------------    -------   ---------     -----------------------

  198,284,513     50.8%     3,257,966   188,957,065            49.2%

                           SERIES A PREFERRED SHARES

             Percentage of             Abstain or  Percentage of Votes "Against"
   "For"      Votes "For"    Against   Non-Votes     Abstaining or Not Voting
---------    ------------    -------   ---------     -----------------------

 5,000,000,000   100%           -0-          -0-                -0-

     The  Company's  stockholders  approved  the Preferred Stock Amendment.  The
following  are  the  results  of  the  voting  on  this  amendment:


                                 COMMON SHARES

             Percentage of             Abstain or  Percentage of Votes "Against"
   "For"      Votes "For"    Against   Non-Votes     Abstaining or Not Voting
---------    ------------    -------   ---------     -----------------------

  289,813,779   74.2%      27,934,160   72,751,605            25.8%

                           SERIES A PREFERRED SHARES

             Percentage of             Abstain or  Percentage of Votes "Against"
   "For"      Votes "For"    Against   Non-Votes     Abstaining or Not Voting
---------    ------------    -------   ---------     -----------------------

 5,000,000,000   100%              -0-          -0-              -0-

     The  Company's  stockholders  approved  the  Powers  Clause Amendment.  The
following  are  the  results  of  the  voting  on  this  amendment:

                                 COMMON SHARES

             Percentage of             Abstain or  Percentage of Votes "Against"
   "For"      Votes "For"    Against   Non-Votes     Abstaining or Not Voting
---------    ------------    -------   ---------     -----------------------

 296,552,976     75.9%    17,525,979   76,420,589             24.1%


                                      -14-
<PAGE>
                           SERIES A PREFERRED SHARES

             Percentage of             Abstain or  Percentage of Votes "Against"
   "For"      Votes "For"    Against   Non-Votes     Abstaining or Not Voting
---------    ------------    -------   ---------     -----------------------

  5,000,000,000     100%       -0-        -0-                  -0-
                 -------------     ----     ---     ---     ---

     The  Company's  stockholders  approved  the  Restatement  Proposal.  The
following  are  the  results  of  the  voting  on  this  proposal:

                                 COMMON SHARES

             Percentage of             Abstain or  Percentage of Votes "Against"
   "For"      Votes "For"    Against   Non-Votes     Abstaining or Not Voting
---------    ------------    -------   ---------     -----------------------

  297,594,364     76.2%     16,218,120   76,687,060          23.8%

                           SERIES A PREFERRED SHARES

             Percentage of             Abstain or  Percentage of Votes "Against"
   "For"      Votes "For"    Against   Non-Votes     Abstaining or Not Voting
---------    ------------    -------   ---------     -----------------------

  5,000,000,000     100%       -0-        -0-                 -0-

ITEM 6.  EXHIBITS.

     (a)     The  following exhibits are filed with this Quarterly Report or are
incorporated  herein  by  reference:

Exhibit
Number   Description

31.01     Certification pursuant to Rule 13a-14(a) of the Securities Exchange
          Act of 1934.
31.02     Certification pursuant to Rule 13a-14(a) of the Securities Exchange
          Act of 1934.
32.01     Certification Pursuant to 18 U.S.C. Section 1350, as pursuant to
          Section 906 of the Sarbanes-Oxley Act of 2002.
32.02     Certification Pursuant to 18 U.S.C. Section 1350, as pursuant to
          Section 906 of the Sarbanes-Oxley Act of 2002.

                                      -15-
<PAGE>
                                   SIGNATURES

     In accordance with the requirements of the Exchange Act, the Registrant has
duly caused this Report to be signed on its behalf by the undersigned, thereunto
duly  authorized.

                                      AVSTAR AVIATION GROUP, INC.
                                      (Registrant)


                                      By:     /s/Russell Ivy
                                              --------------
                                              Russell Ivy,
                                              Chief Executive Officer
                                             (Principal Executive Officer)


                                      By:     /s/ Robert Wilson
                                              -----------------
                                              Robert Wilson,
                                              Vice President and Chief Financial
                                                  Officer
                                             (Principal Financial Officer and
                                                  Principal Accounting Officer)

November 13, 2009


                                         -16-