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

                                  FORM 10-Q

(MARK ONE)

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

                 For the quarterly period ended September 30, 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
       incorporation or organization)                   Identification No.)


                 3600 Gessner, Suire 220, Houston, Texs 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).

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: 151,899,542 common shares as of
November  14,  2010

<PAGE>
                         PART I  FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.


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

                                                  September 30,     December 31,
                                                       2010            2009
ASSETS

Current assets:
     Cash                                           $    10,295    $   4,565
     Accounts receivable                                161,406       23,950
     Prepaid expenses                                    32,042        8,301
     Parts and inventory                                 44,262       27,916
                                                    ------------------------
         Total Current Assets                           248,005       64,732

Property and equipment:
     Oil and gas properties (successful efforts
     method net of accumulated depletion of
     $143,234 and $138,642)                              52,432       56,657
     Unproven oil and gas properties (successful
     efforts method)
                                                    ------------------------

Total property and equipment                             52,432       56,657

Investment in subsidiary                                632,407       60,988

                                                    ------------------------
Total assets                                        $   932,844    $ 182,377
                                                    ========================

LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities:
Accounts payable                                    $   174,375   $  164,403
Other current liabilities                               295,321      114,965
Accrued interest payable to related parties              99,197       99,197
Notes payable - other                                    68,448
Notes payable to related parties                        260,982       11,900
                                                    -----------------------

Total current liabilities                               898,323      390,465

Long-term debt to related parties                       585,696      659,771

                                                    -----------------------
Total liabilities                                     1,484,019    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; 146,399,542 and 15,728,490
shares issued and outstanding at September 30,
2010 and December 31, 2009, respectively                440,111     400,599
Additional paid-in capital                           20,317,213  19,142,545
Accumulated deficit                                 (21,308,499)(20,411,003)
                                                    -----------------------
Total stockholders' deficit                            (551,175)   (867,859)
                                                    -----------------------
Total liabilities and stockholders' deficit        $    932,844     182,377
                                                    ========================

                                      -2-

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


                                Three Months Ended          Nine Months Ended
                                   September 30,             September 30,
                               2010          2009         2010       2009

Oil and gas revenue        $       -   $        -      $   1,231   $     4,295
Revenue from aviation
   operations                516,893      183,718      1,121,756       519,913
                           ---------------------------------------------------
Total revenue                516,893      183,718      1,122,987       524,208

Costs and expenses:
Cost of goods sold           448,692      160,500        873,308       363,304
Lease operating expenses
Production taxes                                                           146
Dry hole costs                     -            -              -             -
Depreciation, depletion and
   amortization                2,226       24,515          8,226        19,534
Impairment
Selling, general and
  administrative
  expenses                   322,632       42,940      1,245,312       252,473
                           ---------------------------------------------------

Total costs and expenses     773,500      232,955      2,126,846       635,457
                           ---------------------------------------------------
Loss from operations        (256,657)     (49,237)    (1,003,859)     (111,249)

Other income and (expenses):
   Other income                    -            -              -             -
   Interest expense                                                    (20,107)
                           ---------------------------------------------------
Net loss                  $ (256,657)  $  (49,237)  $ (1,003,859)   $ (131,356)
                           ===================================================

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

Weighted average common
  shares                  151,899,542  53,904,995    151,899,542    53,904,995

                                      -3-

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



                    Commmon               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       435,500                   435,500
 for services      24,721,052       874       189,477                   190,351
 forbearance        1,600,000     1,600        37,340                    37,340
 reduction of debt 14,000,000    14,000        21,000                    35,000
 debt conversion    7,000,000     7,000       203,000                   210,000
 acquisition       18,350,000     1,039       288,351                   289,390
Gain on conversion                                          106,363     106,363
Net loss                                             -   (1,003,859) (1,003,859)
                ---------------------------------------------------------------

Balance at September
  30, 2010        146,399,542 $ 440,111  $ 20,317,213 $  (21,308,499) $(551,175)
               ================================================================

                                      -4-

<PAGE>

                         AVSTAR AVIATION GROUP, INC.
              UNAUDITED CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
                for the nine months ended September 30, 2010 and 2009
                               (Unaudited)


                                                          2010          2009


Cash flows from operating activities:
Net loss                                            $ (1,003,859) $  (131,355)
Adjustments to reconcile net loss to net cash
  used in operating activities                           231,909      106,892

Net cash used in operating activities                   (771,950)     (24,463)

Cash flows from investing activities                    (375,946)           -

Cash flows from financing activities                  1,140,104        25,000
                                                      ----------------------
Net cash provided by (used in) financing activities   1,140,104        25,000
                                                      ----------------------
Net increase/(decrease) in cash and cash equivalents     (7,792)          537

Cash and cash equivalents at beginning of period         18,087         8,998
                                                     -----------------------
Cash and cash equivalents at end of period           $   10,295  $      9,535
                                                     =======================

Supplemental Disclosures
Cash paid for interest                               $         -  $        -
Cash paid for income taxes                                     -           -
Non Cash Disclosures
Reclassification of accrued interest into principal
Reclassification of long-term debt
   to short-term debt
                                      -5-
<PAGE>
                          AVSTAR AVIATION GROUP, INC.
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

1.     BASIS  OF  PRESENTATION

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

Notes  to  the  consolidated  financial  statements  that  would  substantially
duplicate  the  disclosure contained in the audited financial statements for the
most recent fiscal year, December 31, 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.

     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.

                                       6
<PAGE>

     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 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 AND MAJOR CUSTOMERS
     ------------------------------------------------
     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 nine months ended
September  30,  2010 and 2009, the Company reported net losses of $1,003,859 and
$131,356,  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  2010 the Company issued 600,000 shares of its common stock
to  CMS  Capital to resolve temporarily certain disagreements that this firm had
with  the  Company.

     During  February 2010 the Company issued 521,052 shares of its 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,  the Company issued 15.0 million shares of its common
stock  to  Russell  Ivy,  then  our  president  and  Chief Executive Officer, 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.

                                          8
<PAGE>
     Moreover,  the  Company  issued  an aggregate of 21.0 million shares of its
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, the Company issued 750,000 shares of its 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, the Company issued 600,000 shares of its common stock to
CMS Capital to resolve temporarily certain disagreements that this firm had with
the  Company.

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

     During July 2010, the Company issued an aggregate of 10.0 million shares of
its  common  stock  to an investors' relations firm for services to be provided,
and  5.0  million  shares  of our common stock to a person holding interest in a
convertible  promissory  note  in  exchange  for  a  reduction of $12,500 of the
indebtedness  represented  by  this  note.

     During  August 2010, the Company issued an aggregate of 17.6 million shares
of its  common  stock  to  the shareholders of Twin Air Calypso Limited, Inc. in
connection with  the  acquisition  of  that  Company.

     During August 2010, the Company issued 5.0 million shares of its common
stock to Henry  A. Schulle, a vice president and the Company's Secretary, for
unspecified services  rendered in connection with the founding of the Company,
the continued operation  of the Company, and as an inducement for Mr. Schulle to
enter into an employment  agreement.

     During  October 2010, the Company issued 12.0 million shares of its common
stock to  a  person holding a convertible note, in exchange for the payment
$12,000 of the  indebtedness  represented  by  the  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.

     On  April  8,  2010,  (a)  Twin Air Calypso Services, Inc., a newly-formed,
indirect  wholly-owned Florida subsidiary (the "MRO Subsidiary") of the Company,
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, 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. (the "Charter Air
Subsidiary"), a company related to MAMCO. We acquired the Charter Air 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. The Charter
Air  Subsidiary operates a charter air service from South Florida to the Bahamas
with  eight  aircraft.  In  connection  with the completion of this transaction,
Clayton  I.  Gamber,  a  stockholder  in  and the chief executive officer of the
Charter  Air  Subsidiary, was elected to our Board of Directors and as our Chief
Executive  Officer  and  President.

                                         9
<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.

                                          10
<PAGE>
The  MRO  Subsidiary  has  the  following  features  and  provides the following
services:

     *     FAA Cetified PArt 145 Repair Station in cluding avionics
     *     Major & Minor Airframe Repairs on all aircraft 12,500 pounds and less
     *     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 Charter Air 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 "Charter Air
Subsidiary"), a company related to MAMCO. We acquired the Charter Air 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 Charter Air Subsidiary,
was  elected  to  our  Board of Directors and as our Chief Executive Officer and
President.

     In  connection  with  the  acquisition of the Charter Air Subsidiary and in
order to effectuate a verbal agreement and understanding that they had made some
time  ago,  we  and  the stockholders of the Charter Air 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 Charter Air
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.

                                         11
<PAGE>
     The  Charter  Air  Subsidiary  operates  a  charter  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 Charter Air Subsidiary also flies
to other destinations in the Bahamas on a chartered basis. Currently, only three
of  the  Charter  Air  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  $500,000  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 by the the
end  of  the  first  quarter  of 2011. 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  ecomony 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 additonal aircraft will allow the West Palm Beach market to be
opened  and  new  destination  in  the  Bahamas  started.

     Since  August  19  of  this year a review of existing acquisition plans has
been completed, a new "affiliate" program has been developed, and strategies for
obtaining  airframe  and  avionic  dealerships  have  been  implemented. Several
companies  have  been identified as acquisition targets for the first quarter of
2011. The "affiliate" program will expand AvStar's capabilities while decreasing
operating  costs for the Charter Air Subsidiary. In December of 2010 the Charter
Air  Subsidiary  will be moving to a new facility on the Ft Lauderdale-Hollywood
International  Airport  that  will lower rental and fuel costs while providing a
more  efficient  operation  and  better  amenities  for  the  passengers.

     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.

     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 nine months ended September 30,
2010,  we  reported a loss of $1,003,859 compared to a loss of $131,356 reported
for  the  nine  months  ended  September  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.

                                             12
<PAGE>
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

                  QUARTER ENDED SEPTEMBER 30, 2010 COMPARED
                    TO THE QUARTER ENDED SEPTEMBER 30, 2009

     REVENUES.  Revenues for the third quarter 2010 were $516,893 (consisting of
$516,893  in revenues from aviation operations and $-0- in revenues from oil and
gas  operations)  compared  with  revenue of $183,718 for the third quarter 2009
(all  from aviation operations from SDA).  The increase in revenues in the third
quarter  of  2010  resulted from the acquisition of Twin Air Calypso Limited and
additional  business  for  Twin Air Calypso Services.    The decrease in oil and
gas  revenues  in  the  third  quarter  of  2010  from the third quarter of 2009
resulted  from  a  decrease  in  production.

     EXPENSES.  Costs  and  expenses  for  the  third quarter 2010 were $773,550
compared  with costs and expenses of $232,955 for the third quarter 2009.   This
increase  in  costs  and  expenses  reflects  the  following:

     *     $448,692  in  costs  of goods sold in the third quarter 2010 from
           aviation operations  compared  with  $160,500 in costs of goods sold
           in the third quarter 2009  as  the  volume  of  services  provided
           decreased
     *     $2,226  in  depreciation,  depletion and amortization in the third
           quarter 2010  compared  with  $24,515 in depreciation, depletion and
           amortization in the third  quarter  2009.
     *     $322,632  in  selling, general and administrative expenses including
           stock based  compensation  in  the  third  quarter  2010  compared to
           $42,940 in these expenses  in  the  third  quarter  2009; of the
           $206,611 in selling, general and administrative expenses including
           stock based compensation in the third quarter 2010, $5,000 related to
           the issuance of five milion shares of our common stock to Henry A.
           Schulle.

     NET  LOSS.  As  a  result  of  the  large  increase in selling, general and
administrative  expenses,  the  net  loss of $256,657 for the third quarter 2010
represents  an  increase  of $207,420 from the net loss of $49,237 for the third
quarter  2009.

                       NINE MONTHS ENDED SEPTEMBER 30, 2010
               COMPARED TO THE NINE MONTHS ENDED SEPTEMBER 30, 2009

     REVENUES.  Revenues  for  the  first  nine  months  2010  were  $1,122,987,
consisting  of $1,121,756 in revenues from aviation operations and $1,231 in oil
and  gas revenues.  These revenues represent a an increase from revenues for the
first  nine  months  2009  of  $524,208, consisting of $519,913 in revenues from
aviation  operations  and  $4,295  in  oil  and  gas  revenues.  The increase in
revenues  in the third quarter of 2010 resulted from the acquisition of Twin Air
Calypso  Limited  and  additional  business from Twin Air Calypso Services.  The
decrease in oil and gas revenues in the first nine months of 2010 from the first
nine  months  of  2009  resulted  from  a  decrease  in  production.

     EXPENSES.  Costs  and  expenses  increased  to $2,126,846 in the first nine
months 2010 from $635,457 in the first nine months 2009.  This increase in costs
and  expenses  reflects  the  following:

     *     $873,308  in  costs  of  goods  sold  in  the  first nine months 2010
           from aviation  operations  compared with $363,304 in costs of goods
           sold in the first nine  months  2009  from  aviation operations as
           the volume of services provided decreased.
     *     $8,226  in  depreciation,  depletion  and  amortization  in the first
           nine months  2010 compared with $ 19,534  in depreciation, depletion
           and amortization in  the  first  nine  months  2009.

                                           13
<PAGE>
     *     $708,161  in  selling, general and administrative expenses including
           stock based compensation in the first nine months 2010 compared with
           $198,738 in these expenses  in the first nine months 2009; of the
           $708,161 in selling, general and administrative  expenses including
           stock based compensation in the third quarter 2010,  $5,000 relates
           to the issuance of five million shares of our common stock to  Henry
           A.  Schulle.

     NET  LOSS.  As  a  result  of the considerable decrease in revenues and the
considerable increase in expenses, the net loss of $1,003,859 for the first nine
months 2010 represents an increase of $872,503 from the net loss of $131,356 for
first  nine  months  2009.

LIQUIDITY  AND  CAPITAL  RESOURCES

     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 $500,000 to complete the scheduled
maintenance and refurbishing of five of our eight aircraft, and get these planes
flying  again.  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.

     We  have  outstanding  the  following  notes that became due and payable at
December  1,  2008.  These  notes  have  an  aggregate principal amount totaling
$693,085  and aggregate accrued interest of $65,977.56 as of September 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.  The outstanding
balance  on  this  note  as  of  September  30,  2010 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
outstanding  balance  on  this  note as of September 30, 2010 was $461,015, 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  September  30,  2010  was  $128,387,  plus accrued interest.

OFF-BALANCE SHEET ARRANGEMENTS

     We have no off balance sheet arrangements.

                                         14
<PAGE>
ITEM 4T. CONTROLS AND PROCEDURES.

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

     As  of  the  end  of the period of this report, our principal executive and
principal  financial  officer  carried out an evaluation of the effectiveness of
the  design  and  operation  of  our  disclosure  controls  and procedures. This
evaluation  was  carried out under the supervision and with the participation of
our  management,  including  our  Chief  Executive  Officer  and Chief Financial
Officer. We have concluded, based on that evaluation, that, as of such date, the
disclosure controls and procedures were not effective to ensure that information
required  to  be  disclosed  in  reports filed or submitted under the Securities
Exchange Act of 1934 (the "Exchange Act") is accumulated and communicated to our
management,  including  our Chief Executive Officer and Chief Financial Officer,
as  appropriate  to  allow  timely  decisions  regarding  required  disclosure.
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 four Current Reports on Form 8-K.  In 2009, we were also
late on a number of filings.  Some of the late filings resulted from the failure
of  relevant company personnel to understand the need for prompt disclosure.  As
of  the  end  of  the  period of this report, we began instituting the following
corrective  action  to  ensure  that  such  events are timely reported publicly:

     *     We are adopting a disclosure policy requiring our personnel to
           communicate to  a  designated  committee for evaluation any
           information potentially material and  thereby  requiring  public
           disclosure;
     *     We  are  developing a basic program to educate management as to the
           events requiring  expedited  disclosure;
     *     To  avoid late disclosure of events requiring expedited disclosure,
           we are adopting  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), we are  establishing  timelines  within  which our
           professional personnel will strive to  work.

Because  the  implementation  of the preceding corrective action began 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.

                                           15
<PAGE>
                           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
                                               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)
November 22, 2010

                                           16