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 March 31, 2011


[ ]     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 of organization)


                 3600 Gessner, Suite 220, Houston, Texas 77063
                    (Address of principal executive offices)

                                 (713) 965-7582
                        (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).

<PAGE>
Large accelerated filer     [ ]     Accelerated filer        [ ]

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

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:    236,270,834 common shares as of
May  13,  2011



<PAGE>
                         PART I  FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

                                  BALANCE SHEET
                             AVSTAR AVIATION GROUP, INC.
                             Period End: March 31, 2011


                                                 March 31,       December 31,
                                                   2011              2010
                ASSETS

Current assets
     Cash                                          25,214           5,648
     Accounts receivable                          161,075         146,826
     Prepaid expenses                              11,757          11,007
     Inventory                                     55,937           4,858
                                                  -----------------------
     Total Current Assets                         253,983         168,339

Property and equipment:                            46,840           5,280
Proven oil and gas properties (successful
   efforts method), net of accumulated
   depletion of $144,723                                            4,540
Unproven oil and gas properties (successful
   efforts method)
                                                  ------------------------
     Total Fixed Assets                            46,840           9,820

Investment in subsidiary                          810,938         781,840
                                                 -------------------------
     Total assets                               1,111,761         959,999
                                                =========================

                      AVSTAR AVIATION GROUP, INC.
                            BALANCE SHEET
                      Period End: March 31, 2011


                                                  March 31,     December 31,
                                                    2011           2010

     LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities
     Accounts payable                             140,689           83,189
     Credit card payable                                0                0
     Other current liabilities                    304,166          383,574
     Accrued interest payable to related parties   99,197           99,197
     Notes payable to related parties             571,900          477,336
     Notes payable                                  3,713                -
     Stock payable                                      -
                                                 -------------------------
     Total current liabilities                  1,119,665        1,043,296

Long term debt to related parties               1,050,577        1,057,477
Asset retirement obligations                            0                0
                                                 -------------------------
     Total liabilities                          2,170,242       2,100,773


Stockholders' deficit:
     Preferred stock: $.001 par value;
       1,000,000 shares authorized,
       none issued and outstanding
     Common stock: $.001 par value;
       500,000,000 shares authorized;
       236,270,834 shares issued and
       outstanding                               208,271           176,900
     Additional paid-in capital               21,471,591        21,441,852
     Accumulated deficit                     (22,738,343)      (22,759,526)
                                             -----------------------------
     Total stockholders' deficit              (1,058,481)       (1,140,774)
                                             -----------------------------
 Total liabilities and stockholders' deficit   1,111,761           959,999
                                             =============================

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

                                     Three Months Ended     Three Months Ended
                                           March 31             March 31
                                             2011                 2010

Oil and gas revenue                          $1,293              $1,090
Income from subsidiary operations           584,442             100,428
                                     ----------------------------------
Total revenue                               585,735             101,518

Costs and expenses:
Cost of goods sold by subsidiary            417,220              60,619
Lease operating expenses
Production taxes
Dry hole costs                                    -
Depreciation and depletion                      260               3,540
Selling, general and administrative,
including stock based compensation          135,962             638,800
                                            ---------------------------

Total costs and expenses                    553,442             702,959
                                            ---------------------------
Income (Loss) from operations                32,293            (42,513)

Other (expenses):
Interest expense                             11,110
                                           ----------------------------
Net income (loss)                          $ 21,183         $ (601,441)
                                           ============================

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


<PAGE>
                             AVSTAR AVIATION GROUP, INC.
                  UNAUDITED CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
                       for the three months ended March 31, 2011 and 2010
                                         (Unaudited)

                                     Three Months Ended     Three Months Ended
                                          March 31               March 31
                                             2011                  2010

Cash flows from operating activities:
Net income (loss)                     $       21,183          $(601,441)
Adjustments to reconcile net loss to
net cash used in operating activities        (17,624)
Accounts receivable                          (12,899)           120,646
Accounts payable                              75,805
Payable to shareholder                         4,739
                                     -----------------------------------
Net cash used in operating activities         71,204           (480,795)

Cash flows from investing activities:
Capital and exploratory expenditures             260              3,540
Investment in subsidiary                     (58,063)
Furniture and equipment                      (36,935)
                                    ------------------------------------
Net cash used in investing activities        (94,738)             3,540

Cash flows from financing activities:
Repayment of debt                             (6,900)
Paid in capital                               31,371
Common stock                                  18,629
                                     -----------------------------------
Net cash used in financing activities         43,100
                                     -----------------------------------
Net increase (decrease) in cash and
cash equivalents                              19,566           (475,524)

Cash and cash equivalents at beginning
   of period                                   5,648              3,731
                                    ------------------------------------
Cash and cash equivalents at end of
   period                                   $ 25,214            $ 2,000
                                    ====================================

Supplemental Disclosures:
Cash paid for interest                            $-                  $-
Cash paid for income taxes                         -                   -
Noncash investing and financing
   activities:
      Oil and gas property acquired
      with common stock issuance                                $32,000
<PAGE>
                           AVSTAR AVIATION GROUP, INC.
                CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT
                      For the Three Months ended March 31, 2011



                 Preferred                  Additional                  Total
                  Stock       Common Stock   Paid-In   Accumulated Stockholders'
                 Shares       Shares   Amount  Capital   Deficit     Deficit

Balances as of
  December 31,
  2010                    178,899,542 176,900 21,441,852 (22,759,526)(1,140,774)

Debt reduction            31,371,292   31,371    18,629                 50,000

Imputed interest                                 11,110                 11,110

Net income                                                   21,183     21,183
                 --------------------------------------------------------------
Balance at March
   31, 2011             208,270,834 208,271 21,471,591 (22,738,343) (1,058,481)
              ==================================================================
<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, 2010, as reported in the Company 's latest
Annual  Report  on  Form  10-K,  have  been  omitted.

2.     RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

     Effective  January  1,  2009,  AvStar  Aviation  adopted  the authoritative
guidance  for  Derivative  Values  and  Hedging.  This  guidance resolves issues
addressed  in  Statement  133  Implementation  Issue  No.  D1,  "Application  of
Statement  133  to  Beneficial  Interests in Securitized Financial Assets". This
Statement  permits fair value re-measurement for any hybrid financial instrument
that  contains  an embedded derivative that otherwise would require bifurcation,
clarifies  which  interest-only strips and principal-only strips are not subject
to  the  requirements  of  Statement  133, establishes a requirement to evaluate
interests  in  securitized  financial  assets  to  identify  interests  that are
freestanding  derivatives  or that are hybrid financial instruments that contain
an  embedded  derivative requiring bifurcation, clarifies that concentrations of
credit  risk  in  the form of subordination are not embedded derivatives, amends
Statement  140  to  eliminate  the  prohibition  on a qualifying special-purpose
entity  from  holding  a  derivative  financial  instrument  that  pertains to a
beneficial  interest  other  than  another derivative financial instrument. This
statement  is effective for fiscal years beginning after September 15, 2006. Its
adoption  did not have a material impact on the Company's financial condition or
results  of  operations.

     Effective  January  1,  2009,  AvStar  Aviation  adopted  the authoritative
guidance  for Fair Value Measurements and Disclosures which establishes a formal
framework  for measuring fair value under GAAP. It defines and docifies the many
definitions of fair value included among various other authoritative literature,
clarifies  and, in some instances, expands on the guidance for implementing fair
value  measurements,  and  increases  the  level of disclosure required for fair
value  measurements.  Although  SFAS 157 applies to and amends the provisions of
existing  FASB and AICPA pronouncements, it does not, of itself, require any new
fair  value  measurements,  nor  does it establish valuation standards. SFAS 157
applies  to  all  other  accounting  pronouncements requiring or permitting fair
value measurements, except for SFAS No. 123 (F), share-based payment and related
pronouncements,  the  practicability  exceptions  to  fair  value determinations
allowed  by  various other authoritative pronouncements, and AICPA Statements of
Position  97-2  and  98-9  that  deal  with  software  revenue recognition. This
statement  is  effective  for  financial  statements  issued  for  fiscal  years
beginning  after  November  15,  2007,  and  interim periods within those fiscal
years. Management does not believe the adoption of SFAS 157 will have a material
impact  on the Company's financial condition or results of operations. Effective
January  1,  2009,  AvStar  Aviation  adopted  the  authoritative  guidance  for
Financial  Instruments  which  is  an  elective, irrevocable election to measure
eligible  financial instruments and certain other assets and liabilities at fair
value  on an instrument-by-instrument basis. The election may only be applied at
specified  election  dates  and  to instruments in their entirety rather than to
portions  of  instruments.  Upon  initial  election,  the  entity  reports  the
difference  between  the  instruments'  carrying value and their fair value as a
cumulative-effect  adjustment  to  the  opening balance of retained earnings. At
each  subsequent reporting date, an entity reports in earnings, unrealized gains
and  losses  on items for which the fair value option has been elected. SFAS 159
is  effective  for  financial statements issued for fiscal years beginning after
November 15, 2007, and is applied on a prospective basis. Early adoption of SFAS
159 is permitted provided the entity also elects to adopt the provisions of SFAS
157 as of the early adoption date selected for SFAS 159. The Company has elected
not  to  adopt  the  provisions  of  SFAS  159  at  this  time.

     Effective  January  1,  2009,  AvStar  Aviation  adopted  the authoritative
guidance  for  Income  Taxes  which  clarifies the accounting for uncertainty in
income  taxes  recognized  in  financial statements in accordance with FASB 109,
"Accounting  for  Income  Taxes".  FIN 48 prescribes a recognition threshold and
measurement attribute for the financial statement recognition and measurement of
a  tax position taken or expected to be taken in a tax return. The provisions of
FIN  48  are  effective for fiscal years beginning after December 15, 2006, with
the  cumulative  effect  of  the  change  in accounting principle recorded as an
adjustment to opening retained earnings. The adoptions of this pronouncement did
not have a material effect on the financial position or results of operations of
the  Company.

     Effective  January  1,  2009,  AvStar  Aviation  adopted  the authoritative
guidance  for  Business Combinations to increase the relevance, representational
faithfulness,  and  comparability of the information a reporting entity provides
in its financial reports about a business combination and its effects. SFAS 141R
replaces  SFAS  141,  "  Business  Combinations  "  but, retains the fundamental
requirements  of  SFAS 141 that the acquisition method of accounting be used and
an  acquirer  be identified for all business combinations. SFAS 141R expands the
definition  of  a business and of a business combination and establishes how the
acquirer  is  to:  (1)  recognize  and  measure  in its financial statements the
identifiable  assets  acquired, the liabilities assumed, and any non-controlling
interest  in  the  acquired  company;  (2)  recognize  and  measure the goodwill
acquired  in the business combination or a gain from a bargain purchase; and (3)
determine  what  information  to  disclose  to  enable  users  of  the financial
statements  to  evaluate  the  nature  and  financial  effects  of  the business
combination.  SFAS  141R  is  applicable  to business combinations for which the
acquisition  date  is  on  or  after the beginning of the first annual reporting
period  beginning  on  or  after  December  15,  2008,  and  is  to  be  applied
prospectively.  Early  adoption is prohibited. SFAS 141R will impact the Company
only  if  it  elects to enter into a business combination subsequent to December
31,  2008.

     Effective  January  1,  2009,  AvStar  Aviation  adopted  the authoritative
guidance  for Non-Controlling Interests to improve the relevance, comparability,
and transparency of the financial information a reporting entity provides in its
consolidated  financial  statements.  SFAS  160  amends  ARB  51  to  establish
accounting  and reporting standards for noncontrolling interests in subsidiaries
and to make certain consolidation procedures consistent with the requirements of
SFAS  141R. It defines a noncontrolling interest in a subsidiary as an ownership
interest  in  the  consolidated  entity that should be reported as equity in the
consolidated  financial  statements.  SFAS  160 changes the way the consolidated
income  statement  is  presented by requiring consolidated net income to include
amounts  attributable  to  the  parent and the noncontrolling interest. SFAS 160
establishes  a  single  method of accounting for changes in a parent's ownership
interest in a subsidiary which does not result in deconsolidation. SFAS 160 also
requires  expanded disclosures that clearly identify and distinguish between the
interests  of  the  parent  and  the interests of the noncontrolling owners of a
subsidiary.  SFAS  160  is  effective for financial statements issued for fiscal
years  beginning on or after December 15, 2008, and interim periods within those
fiscal  years.  Early  adoption  is  prohibited.  SFAS  160  shall  be  applied
prospectively,  with  the  exception  of  the  presentation  and  disclosure
requirements  that  shall  be applied retrospectively for all periods presented.
The Company does not believe that the adoption of SFAS 160 would have a material
effect  on  its  consolidated  financial  position, results of operation or cash
flows.

     ACCOUNTING ESTIMATES
     --------------------

     The  preparation  of  consolidated  financial statements in conformity with
accounting  principles  generally  accepted  in  the country-region place United
States  of  America  requires  management to make estimates and assumptions that
affect  the  reported  amounts  of  assets  and  liabilities  at the date of the
consolidated  financial  statements  and  the  reported  amounts  of revenue and
expenses  during  the  reporting  period. Actual results could differ from those
estimates.  These  estimates  mainly  involve  the  useful lives of property and
equipment,  the  impairment of unproved oil and gas properties, the valuation of
deferred  tax  assets  and  the  realizability  of  accounts  receivable.

CASH AND CASH EQUIVALENTS
-------------------------

     For purposes of reporting cash flows, the Company considers all short-term
investments with an original maturity of three months or less when purchased to
be cash equivalents.

     STOCK BASED COMPENSATION
     ------------------------

     Effective January 1, 2009, AvStar Aviation adopted the authoritative
guidance for Stock Compensation, which established financial accounting and
reporting standards for stock based employee compensation plans. It defines a
fair value based method of accounting for an employee stock option or similar
equity instrument. In January 2006, the Company implemented SFAS No. 123R, and
accordingly, the Company accounts for compensation cost for stock option plans
in accordance with SFAS No. 123R.

     CONCENTRATION OF CREDIT RISK
     ----------------------------

     Financial instruments which subject the Company to concentrations of credit
risk include cash and cash equivalents and accounts receivable. The Company has
concentrated its credit risk for cash by maintaining deposits in a financial
institution, which may at times exceed the amounts covered by insurance provided
by the United States Federal Deposit Insurance Corporation ("FDIC").  The
Company has not experienced any losses on deposits.

     INCOME TAXES
     ------------

The Company uses the liability method in accounting for income taxes. Under this
method, deferred tax assets and liabilities are determined based on differences
between financial reporting and income tax carrying amounts of assets and
liabilities and are measured using the enacted tax rates and laws that will be
in effect when the differences are expected to reverse. A valuation allowance,
if necessary, is provided against deferred tax assets, based upon management's
assessment as to their realization.

      BASIC AND DILUTED NET LOSS PER SHARE
      ------------------------------------

     Basic loss per share is computed using the weighted average number of
shares of common stock outstanding during each period. Diluted loss per share
includes the dilutive effects of common stock equivalents on an "as if
converted" basis. For the years ended December 31, 2010 and 2009, potential
dilutive securities had an anti-dilutive effect and were not included in the
calculation of diluted net loss per common share.

     RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
     -----------------------------------------

The Company does not expect the adoption of recently issued accounting
pronouncements to have
a significant impact on the Company's results of operations, financial position
or cash flow.

3.     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 March 31, 2011 and 2010, the Company reported net income
     of  $21,183  and  net loss of $601,441 respectively. These conditions raise
     substantial  doubt  about  our  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  our 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.

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

     *     our  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.

     *     our ability to ultimately achieve adequate profitability and cash
           flows to sustain  continuing  operations.

4.     STOCKHOLDERS'  EQUITY

     During January 2011 the Company issued an aggregate of 16,029,412 shares of
its common stock in three issues to Asher Enterprises for the partial conversion
of  a  convertible  promissory  note.

     During  February  2011  the  Company  issued 6,111,111 shares of its common
stock to Asher Eneterprises for a partial conversion of a convertible promissory
note.

     During  March  2100 the Company issued 9,230,769 shares of its common stock
to  Asher Enterprises for a partial conversion of a convertible promissory note.

     During  May 2011 the Company issued 8,000,000 shares of its common stock to
a  person  holding  a convertible promissory note in exchange for a reduction of
$40,000  of  the  indebtedness  represented  by  this  note.





<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

     Until February 2009, we had 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.  At  that  time,  we  decided to focus our efforts on
acquiring  aviation  related businesses and developing these businesses to their
commercial  potential.  Due to acquisitions, we are now in two aviation sectors,
the  maintenance, repair and overhaul ("MRO") of aircraft providing products and
services  for the general aviation sector, and the charter air service business.

     Currently, we are striving to stabilize our two existing businesses in view
of  the  difficult  economy over the past few years.  Once these are stabilized,
our  business  plan  will  be 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.  A  combination  of  the  economic  trends,  valuation  levels,  and
technological  innovations  has  impacted  this  sector, making our prospects of
growing  a  portfolio  of  FBO  businesses compelling.  These facilities will be
supported  by  our  existing  MRO business.  We believe that after September 11,
2001,  both  private air transportation and the number of aircraft owned by both
individuals and business dramatically increased, although such increase has been
tempered  in  recent years due to the recent unfavorable economy.  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.

     In  February  2009, we acquired San Diego Airmotive ("SDA"), which had been
operating  (through  its  predecessor  entity)  as  an  MRO  since  1987.  SDA
historically  provided  MRO  services  for  single  and  multi-engine  aircraft.

     On  March  31,  2010, the Hangar Sublease dated May 1, 2007 between SDA and
French  Valley Aviation, Inc. ("French Valley") terminated. The original term of
this  Hangar  Sublease  had  already  expired, and the parties had continued the
sublease  on  a month-to-month basis. French Valley decided that it did not want
to  continue  this  arrangement  beyond  March  31,  2010,  and accordingly this
arrangement terminated on such date. We decided not to seek alternative space to
continue  SDA's services at French Valley Airport in Southern California, but we
are  continuing  such  services  in  Florida,  per  the  transaction  described
immediately  below. We intend to maintain in force and effect SDA's licenses and
permits  so  that we can return to provide services in California in the future,
if  we  elect  to  do  so.

     On  April  8,  2010,  (a)  Twin Air Calypso Services, Inc., a newly-formed,
indirect wholly-owned Florida subsidiary (the "MRO Subsidiary") of ours, and (b)
Miami  Aviation  Maintenance Co. ("MAMCO") executed a bill of sale whereby MAMCO
assigned  to  the  MRO Subsidiary certain of its assets used to provide aviation
MRO  services.  These assets were assigned in consideration of 750,000 shares of
our common stock. In connection with the organization of the MRO Subsidiary, SDA
had previously assigned all of its assets to the MRO Subsidiary in consideration
of all of the shares of the common stock of the MRO Subsidiary to be outstanding
for  the  foreseeable  future. The MRO Subsidiary was formed to provide aviation
MRO  services,  as  well  as  airline  support  services. The services are being
offered out of North Perry airport in Pembroke Pines, Florida in Broward County,
Florida.  The  impetus  for  the transaction was the recent termination of SDA's
Hangar  Sublease  at  French  Valley  Airport  in  Southern  California  and the
perception  that  the  continuation  in  Florida  of  the  business historically
conducted  by SDA was advisable in view of the perceived greater strength of the
local  Florida  economy relative to the local California market in which SDA has
historically  provided  services.

     The  MRO  Subsidiary  has the following features and provides the following
services:

     *     Annual  Inspections
     *     Computerized  Aircraft  Weight  and  Balance
     *     Engine  Maintenance, Repair & Overhaul including custom installations
           and refurbishment.
     *     Aircraft  Modifications  and  STC  kit  installations
     *     Routine  Maintenance/Insurance  and  Accident  Repairs
     *     Composite  Airframe  Repairs
     *     Pre-purchase  Inspections/Log  Book  Analysis
     *     Oxygen  Service/Nitrogen  Service
     *     Service  Parts
     *     Janitrol/Southwind  Heater  Service/AD  compliance  inspections
     *     Dye/Fluorescent  Penetrant  Inspection  Service
     *     Aircraft  Exterior  &  Interior  Detailing  Services
     *     ACES  Dynamic  propeller  balancing  service
     *     Avionics  installations  and  repairs
     *      Minor  paint  repairs  and  detailing
     *      Instrument  Panel  upgrades  and  Component  installs
     *     Engine  Scanners  and  Monitor  installation
     *     EGT/CHT  calibration

     The  MRO  Subsidiary recently commenced a focused, direct marketing program
of  its  services  and  is  starting to see an increased interest from potential
customers.  Moreover, the MRO Subsidiary currently has the only avionics shop at
North  Perry  Field,  providing  services for the electronic systems on aircraft
that  provide  communications,  navigation and guidance, display systems, flight
management  systems, sensors and indicators, weather radars, electrical systems,
and  various  onboard  computers. Finally, the MRO Subsidiary recently completed
the lease of a fuel truck, pursuant to which it will offer to sell fuel to third
parties.  This  truck  will  also  provide  fuel  to  the Air Carrier Subsidiary
(discussed  immediately  below)  at  discounted  rates,  enabling  this  other
subsidiary to realize fuel cost savings. All training regarding the operation of
the  fuel  truck  has been completed, and commencement of sales by this truck is
contingent  solely upon the completion of the fire inspector's inspection, which
is  expected  by  the  end  of  November  2010, but we have no assurance in this
regard.

     On  August 19, 2010, we completed a transaction in which we acquired all of
the  outstanding  stock  in  Twin  Air  Calypso  Limited, Inc. (the "Air Carrier
Subsidiary"), a company related to MAMCO. We acquired the Air Carrier Subsidiary
in  exchange  for 18.0 million shares of our common stock and some cash payments
in  the approximate aggregate amount of $275,000 to be paid in a small number of
future  installments  over the fairly near future. Because of amounts previously
paid,  we  were  not  required  to  pay  any  cash  down  payment at closing. In
connection  with  the  completion  of  this  transaction,  Clayton  I. Gamber, a
stockholder  in  and  the chief executive officer of the Air Carrier Subsidiary,
was  elected  to  our  Board of Directors and as our Chief Executive Officer and
President.

     In  connection  with  the  acquisition of the Air Carrier Subsidiary and in
order to effectuate a verbal agreement and understanding that they had made some
time  ago,  we  and the prior stockholders of the Air Carrier Subsidiary entered
into  certain option agreements (the "Option Agreements"). The Option Agreements
permit  us  to  repurchase  a portion of the 18.0 million shares of common stock
issued  in  connection  with  the acquisition for an aggregate purchase price of
$1.75  million.  The number of shares depends on the per-share "Market Value" of
our  common  stock,  which  is basically the 20-day trading average prior to the
time  of  exercise.  The  portion  of  such  18.0  million  shares  that  may be
repurchased  generally equals the quotient obtained by dividing $1.25 million by
the  Market  Value;  provided, however, that the stockholders of the Air Carrier
Subsidiary may retain a maximum of 7.353 million shares and a minimum of 625,000
shares.  Moreover, the Option Agreements require us to repurchase the portion of
shares  determined  in  accordance  with  the  preceding  whenever we complete a
private  placement of our securities for an aggregate purchase price of at least
$3.0  million.

     The  Air  Carrier Subsidiary operates air service from South Florida to the
Bahamas  with  eight  leased aircraft. It has regular flights of both passengers
and  cargo  to two destinations on the island of Abaco and three destinations on
the  island  of  Eleuthera.  The  Air  Carrier  Subsidiary  also  flies to other
destinations  in  the Bahamas on a chartered basis. Currently, only three of the
Air  Carrier  Subsidiary's leased aircraft are flying, as five of these aircraft
are  currently  down  for routine maintenance and refurbishing. However, we will
need  to raise about $350,000 to complete this maintenance and refurbishing. Our
goal  is to raise this amount, and complete the maintenance and refurbishing, so
that all eight planes will be phased into operation. Although we are now seeking
to raise this amount, we have no assurance that we will be able to do so. We are
striving to get all eight aircraft operational in order to fill the voids in the
market  caused by the challenging economy in the market. This challenging market
has  caused  some of our competitors to suspend or cease flying, creating a void
in  certain  routes  that  we  believe  we  can fill in a manner positive to our
financial  performance.  The  additional aircraft will allow the West Palm Beach
market  to  be  opened  and  new  destination  in  the  Bahamas  started.

     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 maintenance, repair and overhaul
operations  ("MROs"),  and  charter  operations.  Several  companies  have  been
identified  as  acquisition  targets  as  capital  is  available  to  us.

     In  February  2011, the Air Carrier Subsidiary relocated both its passenger
and  freight  operations  to  a newly constructed facility at the Sheltair North
complex  at  the  Ft. Lauderdale-Hollywood International Airport. With this move
the  passenger  and freight facilities are separated, giving the passengers more
of an "airline terminal" atmosphere, while maintaining the perks of free parking
and  easy  luggage  handling,  without  the  "big  terminal" inconveniences. The
customer  acceptance  has  been  overwhelmingly  good  and  our  ground  support
operations  are  operating  much  more  efficiently.

     By  moving  to  this  new  facility  we  also  lowered  our  fuel  costs by
approximately  15%. This price reduction (along with a fuel surcharge instituted
in  February) has mitigated the fuel price increases of the market considerably.
With  fuel  being our largest single cost by far, the relocation has contributed
greatly  to  our  operations  being  profitable  for  the  first  quarter.

     While  refurbishment  of  the  aircraft  has  not  progressed as quickly as
scheduled,  we  were  able  to  return  one  aircraft  to service in late March.
Revenues  received  from  the  addition  of  this  aircraft  will  be recognized
beginning in the second quarter. We expect to return another aircraft to service
in  June.  Efforts  are  continuing,  to  secure financing that will allow us to
accelerate  the  return  to  service  of  additional  aircraft.

     During  the  first quarter the Air Carrier Subsidiary's personnel have been
preparing  our  application  to  the Department of Transportation to upgrade our
authorities  to  "Commuter" status. This new authority will allow us to increase
our  frequency to each destination and advertise our schedule in the traditional
airline  venues.  We  expect  this  authority  to become effective in the fourth
quarter  of this year allowing us to take full advantage of the 2011-2012 winter
season. Additionally, the Air Carrier Subsidiary's personnel have been designing
and  implementing  a  new  scheduling  and  reservation software. The scheduling
module  became  operational  in  March  of  2011, the reservation module will be
installed  in  late  May and the freight module will be installed in early June.
The full implementation of these modules will give better internal controls over
yield  management  and freight management and will allow booking of reservations
over  the  internet. The final module will be to fully integrate the operational
systems  into  the accounting system required for the DOT commuter requirements.

     With  the  increased  fuel  costs  of late 2010 and early 2011, the general
aviation  segment  continues  to  suffer.  We  are  continuing  to  search  for
opportunities to acquire aviation maintenance and service organizations. At this
time we feel that more favorable opportunities will be available during the fall
and  early winter of 2011. We are currently negotiating sources of capital to be
in  a  position  to  pursue  these  opportunities  as  they  are  identified.

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  March 31, 2011, we
reported  a  net income of $ 21,183 compared to a loss of $ 601,441 reported for
the  three  months  ended  March  31,  2010.

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.

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.  Critical  accounting  policies  that  affect our more significant
judgments  and  estimates  used in the preparation of our consolidated financial
statements are discussed in the footnotes to the financial statements comprising
a  part  of  this  report.

RESULTS  OF  OPERATIONS

     Financial  results  for  the  quarter ended March 31, 2011 are not directly
comparable  to  financial  results for the quarter ended March 31, 2010.  During
August  2010,  we  completed  the  acquisition of Twin Air Calypso Limited, Inc.
("TAC  Limited").  TAC  Limited operates   air carrier amd air charter services.
This  acquisition  appreciably  affected  the  financial results for the quarter
ended  March  31,  2011compared  to  the financial results for the quarter ended
March  31,  2010.

   QUARTER ENDED MARCH 31, 2011 COMPARED TO THE QUARTER ENDED MARCH 31, 2010
   -------------------------------------------------------------------------

     REVENUES.  Revenues for the first quarter 2011 were $585,735 (consisting of
$584,442  in  revenues  from aviation operations and $1,293 in revenues from oil
and  gas operations) compared to revenues of $101,518 for the first quarter 2010
(consisting  of  $100,428  in  revenues  from  aviation operations and $1,090 in
revenues  from  oil and gas operations).  The increase in aviation operations in
the  first  quarter  of  2011  from  the first quarter of 2010 resulted from the
acquisition  of  Twin  Air  Calypso Limited and additional business for Twin Air
Calypso  Services.

     EXPENSES.  Costs and expenses for the  first  quarter  2011  were $ 553,442
compared  to  costs  and  expenses  of  $702,959  for  the  first  quarter 2010.

     This  decrease  in  costs  and  expenses  reflects  the  following:

     *      $417,220  in  costs  of  goods sold in the first quarter 2011
            compared to $60,619  in  costs  of  goods  sold  in  the first
            quarter 2010 as the volume of services  provided  increased.
     *     $135,962  in  selling, general and administrative expenses including
           stock based  compensation  in  the  first  quarter  2011 compared to
           $638,800 in these expenses  in  the  first  quarter 2010; of the
           $638,800, $450,000 relates to the issuance  of 15.0 million shares of
           our common stock to our former President and Chief  Executive Officer
           in connection with the re-negotiation of this officer's verbal
           employment  agreement.

     NET  INCOME.  As  a  result of aviation related revenues, the net income of
$21,183  for the first quarter 2011 represents a swing of $622,624  from the net
loss  of  $601,441  for  the  first  quarter  2010.

LIQUIDITY  AND  CAPITAL  RESOURCES

     As  of March 31, 2011, we had a working capital deficiency of approximately
$865,682.  Currently,  we  have  limited  financial  ability  to  pursue our new
business  plan.  In  addition  to  stabilizing  our two existing businesses, our
immediate  financial  goal  is  to  raise approximately $350,000 to complete the
scheduled  maintenance  and  refurbishing  of  our  remaining  eight  aircraft.
Although  we  are now seeking to raise this amount, we have no assurance that we
will  be  able to do so.  We believe that, once these aircraft are flying again,
our  goal  of  stabilizing our existing business can be accomplished, and we can
start  considering  the  resumption  of  our original business plan of acquiring
other  businesses.  Once the stabilization is accomplished (if at all), we begin
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.

     Our independent certified public accountant has added an emphasis paragraph
to  its  report  on  our  consolidated  financial  statements for the year ended
December  31,  2010 regarding our ability to continue as a going concern. Key to
this  determination  is our historical losses of $1,016,664 in 2010 and $988,990
in  2009.  Management  plans  to  try  to fund our company partially through the
raising  of  capital  through  the sale of our equity instruments or issuance of
debt,  although  there  can be no assurance of success in this regard. Moreover,
management  plans  on additional revenues from operations from our business as a
source  to finance our company, although there can be no assurance of that these
revenues  will materialize at the expected rates. There can be no assurance that
we  will  be  successful  in  achieving these objectives, becoming profitable or
continuing  our  business without either a temporary interruption or a permanent
cessation.

                            Recent Convertible Debt
                            -----------------------

     Asher  Notes.  Commencing  on  April  19, 2010, we entered into a series of
transactions  in which we issued five convertible promissory Asher Notes (singly
a  "Asher  Note"  and collectively the "Asher Notes") to Asher Enterprises, Inc.
("Asher")  in  consideration  of  certain  amounts  loaned  by Asher to us.  The
following  table  gives  the  designations to which the Asher Notes are referred
hereinafter, the dates of the Asher Notes, the original principal amounts of the
Asher  Notes,  and  the  scheduled  maturity  dates  of  the  Asher  Notes:

   DESIGNATION     ISSUANCE      ORIGINAL PRINCIPAL     MATURITY
    OF NOTE      DATE OF NOTE     AMOUNT OF NOTE     DATE OF NOTE
    -------      ------------     --------------     ------------
    First          4/19/2010          $50,000          1/21/2011

    Second          6/1/2010          $25,000          3/31/2011

    Third          8/31/2010          $40,000          6/2/2011

    Fourth        10/21/2010          $35,000          7/25/2011

    Fifth         12/20/2010          $45,000          9/22/2011
                                      -------
                            TOTAL    $195,000


     While the terms of the Asher Notes vary somewhat, these terms are generally
the  same from note to note.  The following is a description of the terms of the
Asher  Notes.

     Each  of  the Asher Notes bears regular interest at a rate of 8% per annum,
with  a  default rate of 22% per annum.  The Asher Notes are unsecured, and each
of  them  is  due and payable on or before their respective maturity dates.   At
any  time  prior  to the payment in full of the entire balance of an Asher Note,
Asher  has  the option of converting all or any portion of the unpaid balance of
the  Asher  Note into shares of our common stock at a conversion price discussed
hereafter.  Nevertheless,  Asher  is  not  entitled to convert any portion of an
Asher  Note  to  the extent that the shares to be issued in connection therewith
would  cause Asher's beneficial ownership of our common stock to exceed 4.99% of
the outstanding shares of our common stock.  Each conversion price for the Asher
Notes  features  a  "variable"  conversion price, and the First and Second Asher
Notes  also  feature a "fixed" conversion price of $.002, which will apply if it
is  less  than  the  related variable conversion price.  The variable conversion
price  is  a percentage discount from an average of the three lowest closing bid
prices  of  our  common  stock for the 10 most recent trading days preceding the
date  of  exercise.  The percentage discounts for the variable conversion prices
provided for in the Asher Notes range from 42% for the First Asher Note, 50% for
the  Second,  Third  and  Fourth  Asher Notes, and 55% for the Fifth Asher Note.
Because  of the operation of the floating conversion price and the limitation on
the  ability  of Asher to convert as described above, we are unable to determine
at  any time that number of shares into which Asher could convert one or more of
the  Asher Notes.  Nevertheless, based on the "fixed" conversion price of $.002,
Asher  could  convert  the  remaining  outstanding  balance  of  the Asher Notes
indicated  below into at least 50.0 million shares of the Company's common stock

     The  Asher  Notes  (and  related  documentation)  contain  customary
representations  and  warranties,  customary affirmative and negative covenants,
customary anti-dilution provisions, and customary events of default that entitle
Asher  to  accelerate  the  due  date of the unpaid principal amount of, and all
accrued  and unpaid interest on, the Asher Notes.  A default on any of the Asher
Notes could lead to certain penalties, including an obligation to (a) pay all of
the  following,  plus  an  additional  50%  of  (i) default interest, (ii) other
monetary penalties, and (iii) the outstanding balance on the related Asher Note,
and  (b)  to  issue shares of our common stock to satisfy the amount computed in
accordance  with  (a)  immediately  preceding.

     Commencing  October  25,  2010,  Asher  began  converting some of the Asher
Notes.  As of the date of the Report, Asher had converted an aggregate principal
amount  of the Asher Notes equal to $95,000 into 59,871,292 shares of our common
stock,  leaving  an  aggregate  outstanding  principal amount of the Asher Notes
equal to $100,000 as of May 6, 2011.  The First and Second Asher Notes have been
fully  converted,  while  the  Third  Asher  Note  has been partially converted.

     Schulle Notes.  On July 1, 2010, we issued a convertible promissory note in
the  original principal amount of $70,000 (the "First Schulle Note") to Henry L.
Schulle, a consultant to us ("Schulle"), in lieu of cash for consulting services
provided  by Schulle to us.  On January 31, 2011, we issued a second convertible
promissory note in the original principal amount of $60,000 (the "Second Schulle
Note")  to  Schulle, in lieu of cash for consulting services provided by Schulle
to  us.  We  believes  that the execution and delivery of the First Schulle Note
was  probably not material enough to require the filing of this Report, but that
upon  the  execution  and delivery of the Second Schulle Note, the First Schulle
Note  and  the  Second  Schulle  Note (taken as a whole) were material enough to
require  the  filing  of  this  Report.  While  the  terms of the two notes vary
somewhat,  these  terms are generally the same from note to note.  The following
is  a  description  of  the  terms  of  the  two  notes.

     Each  of  the  Schulle Notes bears regular interest at a rate of 8 and 1/2%
per annum.  The Schulle Notes are unsecured, and each of them is due and payable
one  year after the date of their respective issuances. At any time prior to the
payment in full of the entire balance of a Schulle Note, Schulle has the option,
upon a 65-days notice, of converting all or any portion of the unpaid balance of
the Schulle Note into shares of our common stock at a conversion price discussed
hereafter.  Each  conversion  price  for the Schulle Notes features a "variable"
conversion  price  and also a "fixed" conversion price of $.04, which will apply
if  it  is  less  than  the  related  variable  conversion  price.  The variable
conversion  price is the closing trading prices of our common stock for the most
recent  trading days preceding the date of exercise; provided, however, that the
variable  conversion  price  has a minimum floor of $.005 per share.  In view of
our  most  recent  closing  trading  prices  and the minimum variable conversion
price,  Schulle  could  convert  the two Schulle Notes into an aggregate of 26.0
million  shares.  The  Schulle  Notes  contain  customary  representations  and
warranties,  registration  rights,  customary  anti-dilution  provisions,  and
customary  events  of default that entitle Schulle to accelerate the due date of
the  unpaid  principal  amount  of,  and all accrued and unpaid interest on, the
Schulle  Notes.

     On  May  2,  2011, Schulle converted $40,000 of the principal amount of the
First  Schulle  Notes  into  8.0  million shares of our common stock, leaving an
aggregate  outstanding  principal  amount of the Schulle Notes equal to $90,000.

                                  Legacy Debt
                                  -----------

     We  have  outstanding  the  following  notes that became due and payable on
December  1,  2008.  These  notes  have  an  aggregate principal amount totaling
$624,771plus  accrued  interest  of  as  of  April  13,  2011.  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 April 13, 2011 was $103,683, 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 April 13, 2011 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 outstanding balance on
this  note  as  of  April  13,  2011  was  $112,169,  plus  accrued  interest.

OFF-BALANCE SHEET ARRANGEMENTS

     We have no off balance sheet arrangements.

OIL AND GAS ASSETS

     Management is currently exploring options for our remaining oil and gas
assets, which may include a sale of it or a spin-off of them to shareholders, so
that management can devote its entire attention to our current aviation
business.

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.
Management identified significant deficiencies with respect to the timely public
reporting  of  events  requiring such reporting. During 2010, these deficiencies
caused  us  to  file late five Current Reports on Form 8-K, and during 2011 thus
far they have caused us to file late three Current Reports on Form 8-K.  Some of
the  late  filings  resulted  from  the failure of relevant company personnel to
understand  the  need  for  prompt  disclosure.  We  are trying to institute the
following  corrective  action  to  ensure  that  such events are timely reported
publicly:

     *     The adoption of a disclosure policy requiring our personnel to
           communicate to  a  designated  committee for evaluation any
           information potentially material and  thereby  requiring  public
           disclosure;
     *     The  development of a basic program to educate management as to the
           events requiring  expedited  disclosure;
     *     To avoid  late  disclosure  of events requiring expedited disclosure,
           the adoption  of  certain  procedures, such as required consultation
           with securities counsel  before  issuing any equity shares, entering
           into any agreement that may be  material, taking any action at a
           Board of Directors meeting or the like; and
     *     To  avoid  late  filings  of  documents  having regular due dates
           (such as Annual  Reports  on  Form  10-K  and  Quarterly  Reports  on
           Form  10-Q),  the establishment  of  timelines within which our
           professional personnel will strive to  work.

     Budget  limitations  have  impaired our ability to institute the corrective
action described above. Because the implementation of such corrective action was
not  completed  as  of  the  end  of  the period of this report, the significant
deficiencies  that  we  identified  still existed as of the end of the period of
this  report.

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 6.  EXHIBITS.

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

Exhibit
Number   Description

10.01    Form of 8% Convertible Note made payable by us to Asher Enterprises,
         Inc.
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.

                                   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/ Clayton I. Gamber
                                               Clayton I. Gamber,
                                               ------------------
                                               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)
May 16, 2011