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 June 30, 2010


[ ]     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)

                                 (281) 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)

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: 123,799,542 common shares as of
August  18,  2010



<PAGE>
                         PART I  FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

     AVSTAR AVIATION GROUP
     CONSOLIDATED BALANCE SHEETS
     (Unaudited)

                                                       June 30,     December 31,
                                                         2010           2009
     ASSETS

     Current assets:
         Cash                                         $     24,917   $    4,565
         Accounts receivable                                55,965       23,950
         Prepaid expenses                                   12,542       27,916
         Inventory                                          44,262        8,301
                                                      --------------------------
     Total Current Assets                                  137,686       64,732

     Property and equipment                                 50,118       56,657

     Investment in subsidiary                              182,988       60,988

     Total fixed assets                                    233,106      117,645
                                                      -------------------------
     Total assets                                     $    370,792   $  182,377
                                                      =========================

     LIABILITIES AND STOCKHOLDERS' DEFICIT

     Current liabilities:
         Accounts payable                             $    145,910   $  164,403
         Credit card payable                                             99,197
         Other current liabilities:
           Accrued interest payable to related parties      99,197       11,900
           Notes payable - other                           192,579
           Notes payable to related parties                231,470
           Accrued Liability                                            114,965
                                                      -------------------------

     Total current liabilities                             669,156      390,465

     Long-term debt to related parties                     513,080      659,771
     Asset retirement obligations
                                                      -------------------------
     Total liabilities                                   1,182,236    1,050,236

     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, 104,799,542 and 15,728,490
     shares issued and outstanding at June 30, 2010
     and December 31, 2009, respectively                   439,670      400,599
     Additional paid-in capital                         19,876,498   19,142,545
     Accumulated deficit                               (21,127,612) (20,411,003)
                                                     --------------------------
     Total stockholders' deficit                          (811,444)    (867,859)
                                                     --------------------------
     Total liabilities and stockholders' deficit     $     370,792 $    182,377
                                                     ==========================

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


                                    Three Months Ended          Six Months Ended
                                          June 30,                   June 30,
                                      2010        2009        2010         2009

     Oil and gas revenue          $       141  $    1,623   $  1,231  $   4,295
     Revenue from aviation
       operations                      55,703     163,601    156,131    336,324
                                  ---------------------------------------------
     Total revenue                     55,844     165,224    157,362    340,619

     Costs and expenses:
     Cost of goods sold                67,764      93,546    128,384    202,804
     Lease operating expenses
     Production taxes                                                       146
     Dry hole costs                         -           -          -          -
     Depreciation, depletion and
     amortization                       3,000                  6,540        745
     Forbearance                                             137,249
     Selling, general and
     administrative expenses          206,611      83,183    708,161    198,738
                                 ----------------------------------------------

     Total costs and expenses         277,375     176,729    980,334    402,433
                                 ----------------------------------------------
     Loss from operations            (221,531)    (11,505)  (822,972)   (61,814)

     Other income and (expenses):
     Other income                           -           -          -          -
     Interest expense


                                                -3-
<PAGE>

                             AVSTAR AVIATION GROUP
                CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT
                     for the Six months ended June 30, 2010
                                  (Unaudited)


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

Balance at December
  31  2009          65,728,490  $400,599 $ 19,142,545 $(20,411,003)   ($867,859)
Stock issued:
  for compensation  15,000,000    15,000      435,000                   450,000
  for services         721,052       721       15,863                    16,584
  forbearance          600,000       600        8,340                     8,940
  Reduction of Debt 14,000,000    14,000       21,000                    35,000
  Debt Conversion    7,000,000     7,000      203,000                   210,000
  Acquisition of
    MAMCO              750,000       750       21,750                    22,500
  Forbearance        1,000,000     1,000       29,000                    30,000
Gain on acquisition                                        106,363      106,363
Net loss                                                  (822,972)    (822,972)
                   ------------------------------------------------------------

Balance at June
 30, 2010          104,799,542  $439,670 $ 19,876,498  $(21,127,612)$  (811,444)
                  =============================================================

                                                  -4-
<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, 2009, 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.

                                        -5-
<PAGE>
     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.


                                        -6-
<PAGE>
     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 operations 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.

                                        -7-
<PAGE>
     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, 2009 and 2008, 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 six months ended
June 30, 2010 and 2009, the Company reported net losses of $822,972 and $61,814,
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.

                                          -8-
<PAGE>
     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  2010  we  issued 600,000 shares of our common stock to CMS
Capital to resolve temporarily certain disagreements that this firm had with the
Company.

     During  February  2010  we issued 521,052 shares of our common stock to two
Trusts for the benefit of Henry L. Schulle in lieu of cash compensation for past
services provided by him and another 200,000 shares as reimbursement for certain
expenses  that  he  advanced  on  our  behalf.

     On  March  19,  2010,  we  issud 15.0 million shares of our common stock to
Russell  Ivy,  our  president  and  Chief  Executive  Officer  at  the  time, in
connection with the re-negotiation of this officer's verbal employment agreement
(including  a  salary  reduction)  and  the memorialization of this agreement in
writing.  These shares were issued as an inducement to Mr. Ivy to enter into the
written  employment  agreement.

     Moreover, we issued an aggregate of 21.0 million shares of our common stock
to  three persons holding interests in a convertible promissory note in exchange
for  an  aggregate  of $52,500 of the indebtedness represented by this note.  Of
these  shares,  14.0  million  were  issued  near the end of March 2010, and 7.0
million  were  issued  about  the  third  week  of  April  2010.

     During  June  2010,  we  issued 750,000 shares of our common stock to Miami
Aviation  Maintenance  Co.  in consideration of the assignment of certain of its
assets  to  a  newly-formed,  indirect  wholly-owned Florida subsidiary of ours.

     During  June  2010,  we  issued  600,000  shares of our common stock to CMS
Capital to resolve temporarily certain disagreements that this firm had with the
Company.

     During  July  2010,  we issued 4.0 million shares of our common stock to an
attorney  for  the  Company  to  secure  accrued  fees  owed  to  him.

     During  July  2010,  we  issued  an aggregate of 10.0 million shares of our
common stock to an investors' relations firm for services to be provided and 5.0
million shares of our common stock to persons holding interests in a convertible
promissory  note  in  exchange  for  a  reduction  in  some  of the indebtedness
represented  by  this  note.

5.     RECENT  EVENTS

     On  March 31, 2010, the Hangar Sublease dated May 1, 2007 between San Diego
Airmotive ("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  intend to continue such services in Florida, per the
proposed  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.

                                        -9-
<PAGE>
     On  April  8,  2010,  (a)  Twin Air Calypso Services, Inc., a newly-formed,
indirect  wholly-owned  Florida  subsidiary  (the "Operating Subsidiary") of the
Company,  and  (b)  Miami  Aviation Maintenance Co. ("MAMCO") executed a bill of
sale  whereby  MAMCO  assigned to the Operating 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 Operating Subsidiary, SDA had previously assigned all of its
assets  to the Operating Subsidiary in consideration of all of the shares of the
common  stock  of the Operating Subsidiary to be outstanding for the foreseeable
future.  The  Operating  Subsidiary was formed to provide aviation MRO services,
as  well  as  airline  support  services.  The services are being offered out of
North  Perry  Field  in  Pembroke  Pines,  Broward  County,  Florida.

     On  August 19, 2010, we completed a transaction in which we acquired all of
the  outstanding stock in Twin Air Calypso Limited, Inc. We acquired Twin Air 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. Twin Air
operates  a  charter  air  service  from South Florida to the Bahamas with seven
aircrafts.  In  connection  with  the completion of this transaction, Clayton I.
Gamber,  a  stockholder  in  and  the  chief  executive officer of Twin Air, was
elected  to  our  Board  of  Directors  and  as  our Chief Executive Officer and
President.  Russell  S. Ivy, our previous Chief Executive Officer and President,
will  remain  as  a  Vice President responsible for acquisitions and financings.

                                        -10-

<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.

     Our  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.

     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.

                                        -11-
<PAGE>
     On  April  8,  2010,  (a)  Twin Air Calypso Services, Inc., a newly-formed,
indirect  wholly-owned  Florida subsidiary (the "Operating Subsidiary") of ours,
and (b) Miami Aviation Maintenance Co. ("MAMCO") executed a bill of sale whereby
MAMCO assigned to the Operating 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 Operating
Subsidiary,  SDA  had  previously  assigned  all  of its assets to the Operating
Subsidiary  in  consideration  of  all  of the shares of the common stock of the
Operating Subsidiary to be outstanding for the foreseeable future. The Operating
Subsidiary  was  formed  to  provide  aviation  MRO services, as well as airline
support  services.  The  services  are being offered out of North Perry Field in
Hollywood,  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.

     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 six months ended June 30, 2010,
we  reported  a loss of $822,972 compared to a loss of $ 61,814 reported for the
six  months  ended  June  30,  2009.

     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  Poicies 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.


                                        -12-
<PAGE>
Results of Operations

    Quarter Ended June 30, 2010 Ccompared to the Quarter Ended June 30, 2009
    -----------------------------------------------------------------------

     Revenues.  Revenues for the second quarter 2010 were $55,844 (consisting of
$55,703  in  revenues from aviation operations and $141 in revenues from oil and
gas  operations)  compared  to  revenue  of $165,224 for the second quarter 2009
(consisting of $163,601 in revenues from aviation operations from SDA and $1,623
in  oil  and  gas  revenues).  The decrease in aviation operations in the second
quarter  of  2010  from  the  second  quarter  of 2009 resulted from our need to
transition  our  business  from  French Valley Airport in Southern California to
North  Perry Field in Pembroke Pines, Florida in Broward County, Florida, as our
lease  in  Southern  California expired at the end of the first quarter of 2010.
Because  of  this transition, we were constrained to develop new customer bases.
The  decrease  in  oil  and  gas revenues in the second quarter of 2010 from the
second  quarter  of  2009  resulted  from  a  decrease  in  production.

                                        -13-
<PAGE>

     Expenses.  Costs  and  expenses  for  the second quarter 2010 were $277,375
compared  to  costs and expenses of $176,729 for the second quarter 2009.   This
increase  in  costs  and  expenses  reflects  the  following:

     *     $67,764  in  costs  of goods sold in the second quarter 2010 from
           aviation operations compared to $93,546 in costs of goods sold in the
           second quarter 2009 as  the  volume of  services  provided  decreased

     *     $206,611  in  selling, general and administrative expenses including
           stock based  compensation  in  the  second  quarter  2010 compared to
           $83,183 in these expenses  in  the  second  quarter 2009.


     Net  Loss.  As  a  result  of the considerable decrease in revenues and the
large  increase in selling, general and administrative expenses, the net loss of
$221,531 for the second quarter 2010 represents an increase of $210,026 from the
net  loss  of  $11,505  for  the  second  quarter  2009.

 Six Months Ended June 30, 2010 Compared to the Six Months Ended June 30, 2009
 -----------------------------------------------------------------------------

     Revenues.  Revenues  for  the  first half 2010 were $157,362, consisting of
$156,131  in  revenues  from  aviation  operations  and  $1,231  in  oil and gas
revenues.  These revenues represent a great decrease from revenues for the first
half  2009  of  $340,619,  consisting  of  $336,324  in  revenues  from aviation
operations  and  $4,295  in  oil  and  gas  revenues.  The  decrease in aviation
operations  in  the first half of 2010 from the first half of 2009 resulted from
our  need  to  transition  our  business  from French Valley Airport in Southern
California  to  North  Perry Field in Pembroke Pines, Florida in Broward County,
Florida,  as  our  lease  in Southern California expired at the end of the first
quarter of 2010.  Because of this transition, we were constrained to develop new
customer  bases.  The decrease in oil and gas revenues in the first half of 2010
from  the  first  half  of  2009  resulted  from  a  decrease  in  production.

     Expenses.  Costs  and expenses increased to $980,334 in the first half 2010
from  $402,433  in  the  first  half  2009.  This increase in costs and expenses
reflects  the  following:

      *     $128,384  in  costs  of  goods  sold  in the first half 2010 from
            aviation operations  compared  to  $202,804 in costs of goods sold
            in the first half 2009 from  aviation  operations  as  the  volume
            of  services  provided  decreased

                                         -14-
<PAGE>
      *     $708,161  in  selling, general and administrative expenses including
            stock based compensation in the first half 2010 compared to $198,738
            in these expenses in  the  first half 2009; of the $708,161 in
            selling, general and administrative expenses.

     Net  Loss.  As  a  result  of the considerable decrease in revenues and the
considerable  increase  in expenses, the net loss of $822,972 for the first half
2010  represents  an increase of $761,158 from the net loss of $61,814 for first
half  2009.

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  1,  2008.  These  notes  have  an  aggregate principal amount totaling
$513,080  and aggregate accrued interest of $99,197 as of June 30, 2010.  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.  This note was paid in full in June 2010.


                                        -15-
<PAGE>
     (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 outstanding  balance on this note as
             of June 30, 2010 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  June
             30,  2010  was  $112,169,  plus  accrued  interest.

Off-Balance Sheet Arrangements

     We have no off balance sheet arrangements.

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.

                                        -16-
<PAGE>

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

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, Jr.
                                            -------------------------
                                            Clayton I. Gamber, Jr.,
                                            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)
August 19, 2010

                                        -17-