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

                                   FORM 10-K/A

                                 Amendment No. 1
(MARK ONE)

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

                  For the fiscal year ended December 31, 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   (I.R.S. Employer Identification No.)
     of incoroporation or organization)

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

                   Isuer's telephone number:  (713) 965-7582

      Securities registered under Section 12(b) of the Exchange Act: NONE

         Securities registered under Section 12(g) of the Exchange Act:

                    Common Stock, par value $.001 per share
                    ---------------------------------------
                                (Title of Class)

     Indicate  by  check mark if the registrant is a well-known seasoned issuer,
as  defined  in  Rule  405  of  the  Securities  Act.  Yes [ ]    No [X]

     Indicate  by  check  mark  if  the  registrant  is  not required to file
reports pursuant  to  Section  13  or  Section  15(d)  of  the Exchange Act.
Yes [ ]    No [X]

<PAGE>
     Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the  preceding  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 if disclosure of delinquent filers pursuant to Item
405 of  Regulation  S-K ( 229.405 of this chapter) is not contained herein, and
will not  be contained, to the best of registrant's knowledge, in definitive
proxy or information  statements  incorporated by reference in Part III of this
Form 10-K or  any  amendment  to  this  Form  10-K. [ ]

     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.

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  Act)  Yes [ ] No [X]

State the aggregate market value of the voting and non-voting common equity held
by  non-affiliates computed by reference to the price at which the common equity
was  last  sold, or the average bid and asked price of such common equity, as of
the  last  business day of the registrant's most recently computed second fiscal
quarter:  $385,781.

State the number of shares outstanding of each of the issuer's classes of common
equity,  as  of  the  latest practicable date:208,270,834 as of April 14, 2011

                      DOCUMENTS INCORPORATED BY REFERENCE

None.






<PAGE>
                                EXPLANATORY NOTE

     This  Amendment  to  Form  10-K  is  being  filed solely to include (a) our
auditor's  letter  for  our  2010  financial  statements  that was inadvertently
omitted  from the Form 10-K, (b) revised financial statements to correct certain
incorrect  figures  that were inadvertently included in the financial statements
contained  in  the  Form  10-K,  and  (c)  revised  footnotes  to  the financial
statements  to  include  additional  footnote information that was inadvertently
omitted  from  the  footnotes  to the financial statements contained in the Form
10-K.  Other than for the preceding, no other changes are being made to the Form
10-K.

              CAUTIONARY STATEMENT FOR FORWARD-LOOKING STATEMENTS

This  Annual  Report on Form 10-K 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,"
"will,"  "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 this Annual Report on Form
10-K  and  in  our  other  Securities  and  Exchange  Commission  filings.

                                     PART I
ITEM  1.  BUSINESS.

                        GENERAL DEVELOPMENT OF BUSINESS

     Our  company,  AvStar  Aviation Group, Inc., is a Colorado corporation that
was  organized  on March 11, 1997.  For a number of years, we conducted business
as  an  independent energy company focused on exploration and development of oil
and  natural  gas  reserves under the name "Pangea Petroleum Corp."  For reasons
given  hereinafter,  in  early  2009  we  adopted  a  significant  change in our
corporate  direction.  We  decided  to  focus  our  efforts  on  acquiring
aviation-related  businesses and developing these businesses to their commercial
potential.

                       INITIAL AVIATION-RELATED BUSINESS

     On  February  20, 2009, we entered into our first aviation-related business
when  we  acquired  all  of  the outstanding common stock in San Diego Airmotive
("SDA"),  which (through its predecessor entity) had been providing maintenance,
repair  and  overhaul  ("MRO") services in California since 1987.  In connection
with this acquisition, we issued to the prior owner of SDA 1.0 million shares of
our  newly-created  series  A  preferred stock.  These shares of preferred stock
eventually  converted  into  50.0  million  shares  of  our  common stock, which
constituted  in the aggregate over 90% of outstanding shares of our common stock
immediately  after  the  conversion.  Furthermore,  in  connection  with  the
acquisition  of  SDA, we expanded our Board of Directors and elected a new slate
of  officers.  We  eventually  changed our corporate name from "Pangea Petroleum
Corp."  to  "AvStar Aviation Group, Inc." to reflect our new business focus, and
effected  a one-for-100 reverse split of our common stock to improve our capital
structure.

     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
continued  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  it  elects  to  do  so.

<PAGE>
                          FORMATION OF MRO SUBSIDIARY

     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.  At  the  time of this transaction, MAMCO was owned by Clayton I.
Gamber,  Kenneth  W.  Langston and Robin V. Gamber. Mr. Gamber became a director
and the President of the MRO Subsidiary after the completion of the transaction.
The assigned assets included general shop equipment. No liabilities were assumed
in  connection with the transaction. These assets were assigned in consideration
of  750,000  shares  of our common stock, which had an aggregate market value of
$20,250  based  on  the  closing  price  of  our common stock on the date of the
transaction.  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 offered out
of  North  Perry Field in Pembroke Pines, Florida in Broward County. The impetus
for  the transaction was the then recent termination of SDA's Hangar Sublease at
French  Valley  Airport  in  Southern  California  and  the  perception that the
continuation  of  the  business  historically  conducted  by  SDA in Florida was
advisable in view of the perceived greater strength of the local Florida economy
relative  to  the local California market in which SDA had historically provided
services.

     The  consideration for the acquisition of the interests in the MAMCO assets
(including  the  number of shares issued to MAMCO) was determined in arms-length
negotiations  between  our  management  and  MAMCO's  management.  The  factors
addressed  by  us  in negotiating this consideration included our need to find a
location  to  continue the business historically conducted by SDA; the perceived
greater  strength  of the local Florida economy relative to the local California
market in which SDA has historically provided services; the future prospects for
a  business  using  the  combined assets of MAMCO and SDA in Florida in terms of
revenues  and  earnings;  an assessment of the ability of a particular member of
MAMCO's  management  who  would  serve  as  the  MRO  Subsidiary's  president to
contribute  to  the  management  of  the  MRO Subsidiary's business; anticipated
ability of our business to grow and take advantage of new business opportunities
using the combined assets of MAMCO and SDA in Florida; and the restricted nature
of  the  stock  consideration  issued  in  connection  with  the  acquisition.

     Prior  to  the  consummation of the acquisition of the MAMCO assets, we had
explored  with  the  shareholders  of  MAMCO  our  acquisition  of  all  of  the
outstanding  stock  in  MAMCO  and  a  brother-sister  corporation.  In  this
connection, we had entered into a stock purchase agreement with the shareholders
of  MAMCO  in  2007  to  acquire  the  outstanding  stock  in  MAMCO  and  the
brother-sister  corporation.  This  transaction  did  not  close timely, and the
stock purchase agreement expired.

<PAGE>
                         ACQUISITION OF FAA AIR CARRIER

     On  August 19, 2010, we completed a transaction in which we acquired all of
the  outstanding  stock  in  Twin Air Calypso Limited, Inc. ("TAC Limited"). TAC
Limited  operates  a  charter air service from South Florida to the Bahamas with
access  to eight aircrafts. We acquired TAC Limited 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 in the
fairly  near future. Because of amounts previously paid, we were not required to
make  a cash payment at closing. The 18.0 million shares of our common stock had
an  aggregate  market value of $270,000 based on the closing price of our common
stock on the date of the transaction. The stock in TAC Limited was acquired from
Clayton  I. Gamber, Kenneth W. Langston and Robin V. Gamber. The acquired assets
consisted  primarily  of  the  rights  of  TAC  Limited  under an aircraft lease
agreement covering seven aircraft and an FAA Certified Part 135 permit. The only
liabilities  in  effect  assumed  in  connection  with  the acquisition were the
liabilities  and  obligations  of  the lessee under the preceding aircraft lease
agreement.

     The  agreement  governing  the  acquisition  of  TAC  Limited  (the  "Stock
Agreement")  contained a non-competition agreement, prohibiting the stockholders
of  TAC Limited from competing with us. This non-competition agreement lasts for
a period of five years commencing on the date of closing of the acquisition. The
Stock  Agreement also contained fairly customary representations, warranties and
indemnifications,  as  well  as  other  general  terms  and conditions typically
governing  stock  sales  and  purchases.

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

     Prior  to  the  consummation  of the acquisition of TAC Limited, Clayton I.
Gamber,  a  stockholder in, and the chief executive officer of, TAC Limited, was
also  serving as a director and the President of the MRO Subsidiary.  Other than
for the foregoing, there were no material relationships between TAC Limited, and
its  former officers, directors, affiliates, associates or shareholders, and us,
and  our  officers,  directors,  affiliates,  associates  or  shareholders.

<PAGE>
     The  consideration  for  the acquisition of all of the outstanding stock in
TAC Limited assets (including the number of shares issued to the stockholders of
TAC  Limited)  was determined in arms-length negotiations between our management
and TAC Limited's stockholders.  The factors addressed by us in negotiating this
consideration  included  the  financial  history  of  charter flights from South
Florida  to the Bahamas; the future prospects for the business of TAC Limited in
terms of revenues and earnings; the synergies that might be realized between the
businesses  of  TAC Limited and the MRO Subsidiary; an assessment of the ability
of  a particular member of TAC Limited's management who would serve as our Chief
Executive Officer and President to contribute to the management of our business;
anticipated  ability  of  our business to grow and expand using TAC Limited as a
base  for  future  acquisitions;  and  the  restricted  nature  of  the  stock
consideration  issued  in  connection  with  the  acquisition.


<PAGE>
                                  Our Business

                                    General

     Our  business  plan  is  to acquire, consolidate and grow businesses in the
general  aviation  industry.  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.  We  are  primarily  focusing on stabilizing 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, as capital is available to us. 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 now is the time 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
unfavorable  economic  conditions. 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.

                   MAINTENANCE, REPAIR AND OVERHAUL BUSINESS

     Twin  Air  Calypso  Services,  Inc.,  our  indirect,  wholly-owned  Florida
subsidiary  (the  "MRO  Subsidiary")  conducts  our  business  of  providing
maintenance,  repair  and overhaul ("MRO") products and services for aircraft in
the  general  aviation  sector.  The  MRO  Subsidiary  was  the  result  of  the
consolidation on April 8, 2010 of our subsidiary San Diego Airmotive ("SDA") and
Miami  Aviation  Maintenance Co. ("MAMCO"). SDA (through its predecessor entity)
had been conducting MRO services in California since 1987, while MAMCO commenced
its  operations  in 2001 and continued them until the time of the consolidation,
but  for  an  approximately  18-month period during which MAMCO ceased providing
services.  The services are being offered out of North Perry Airport in Pembroke
Pines,  Florida  in  Broward  County.

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

     *     FAA  Certified  Part  145  Repair  Station  including  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

<PAGE>
     After  the  April  move of our MRO business from southern California to the
Florida  market,  we  "jump started" our transition by establishing an exclusive
maintenance,  fueling  and  ground  support  contract  with  the  Charter  Air
Subsidiary,  a company discussed in the next section that we eventually acquired
in August 2010.  We are in the process of developing new customer relationships,
and  thus  far  we  have  had  limited  success.

     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 has recently entered
into  lease  negotiations  regarding  a  fuel  truck,  pursuant to which the MRO
Subsidiary  could  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  the other subsidiary to realize fuel cost savings.
All  training regarding the operation of the fuel truck and the fire inspector's
inspection  have  been  completed,  and  commencement  of sales by this truck is
contingent solely upon the completion of negotiations regarding its lease to the
MRO  Subsidiary. We have no assurance that we will be able to complete the lease
of  the  fuel  truck  and  commence  sales  of  fuel  with  it.

                          AIR CARRIER SERVICE BUSINESS

     Twin  Air  Calypso  Limited, Inc., our wholly-owned Florida subsidiary (the
"Air Carrier  Subsidiary"),  conducts  our  air  carrier  service  business. We
acquired  the  Air Carrier  Subsidiary  on  August  19,  2010.  The Air Carrier
Subsidiary operates a air carrier service from South Florida to the Bahamas with
eight  leased  aircraft.  It has regular flights of both passengers and cargo to
two  destinations on the island of Abaco and three destinations on the island of
Eleuthera.  The  Air Carrier Subsidiary also flies to other destinations in the
Bahamas  on  a  chartered  basis.  Currently,  only  three  of  the  Air Carrier
Subsidiary's leased aircraft are flying, as five of these aircraft are currently
down  for  refurbishing.  We expect that a fourth aircraft will be in the air by
the end of April 2011. However, we will need to raise about $350,000 to complete
the  refurbishing  of  our remaining aircraft. Our goal is to raise this amount,
and  complete  the refurbishing, so that all aircraft will be operational by the
fall  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  economy  in  the market. This challenging market has caused some of
our  competitors  to  suspend or cease flying, creating a void in certain routes
that  we  believe we can fill in a manner positive to our financial performance.
The  additional  aircraft will allow the West Palm Beach market to be opened and
new  destination  in  the  Bahamas  started.

     We lease seven aircraft pursuant to an aircraft lease agreement (the "Lease
Agreement") with Aircraft Charters, LLC, and  entity  controlled  by  Kenneth W.
Langston, who was a equity owner of MAMCO and TAC Limited. The start date on the
Lease  Agreement  was  February 2010, and the Lease Agreement has a term of five
years,  subject  to  earlier termination upon lessee default. Our monthly rental
rate  per  aircraft is $2,150. The aircraft are being leased on an "AS IS, WHERE
IS" basis. The Lease Agreement contains customary representations and warranties
on  our  part,  customary  affirmative  and  negative covenants on our part, and
customary  events  of  default  that  entitle  the lessor to terminate the Lease
Agreement.  We are leasing our eighth aircraft for a one-year term that will end
on June 30, 2011 if the term is not extended. Our monthly rental rate is $2,150,
plus reserves of $35.00 per hour. We have an option to purchase this aircraft at
a price of $315,000, with a credit of $1,000.00 per each month of lease payments
made.

<PAGE>
     Since  August  19,  2010,  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 our capabilities while decreasing
operating  costs  for  the  Air Carrier Subsidiary.  The Air Carrier Subsidiary
recently  moved  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.

                                    LOCATION

     The  business  of  our  MRO  Subsidiary  is located at North Perry Field in
Hollywood,  Florida  in  Broward  County,  Florida.  The  MRO operates from this
facility  pursuant  to  a  written lease agreement for a renewable period of one
year.  The  sub-leased  hangar  for  the  MRO  business of our MRO Subsidiary is
located on a lease of 10.3 acres and has parking area for over 80 aircraft.  The
floor  space  is  approximately  5,000 square feet with an additional 350 square
feet  of  avionic  test  benches  and  parts storage. The hangar is of concrete,
block,  and  steel  construction  with a clear span opening of 100' by 20'.  The
aircraft  population  on  North Perry Field is approximately 275.  There are two
other  FAA  Part  145  Certified  Repair  Stations  on  North  Perry  Field; one
specializes  in  rotor-wing  aircraft  only,  and  the  other is a factory-owned
support  facility  for  Socata  Aircraft.  We are the only FAA approved Part 145
airframe,  engine,  and  avionics  repair  facility  catering  to  the local and
transient  general  aviation  fixed-wing  owners.  Additionally,  we can provide
avionics  installations  for  the manufacturers we currently represent, AVIDYNE,
NAT  Avionics,  and  PS  Engineering.  We  expect  to  apply soon for additional
dealerships,  such  as GARMIN.  We will also be providing AVGAS fueling services
for  based  and  transient  customers.  There  are  approximately  20  aircraft
currently  based  at  our facility.  With the availability of fuel the number of
based  aircraft  should  increase  quickly  and significantly. There is only one
other  full-service  and one self-service fueling facility on North Perry Field.

                                  COMPETITION

AIR CARRIER  SERVICES
----------------------

     The airline industry is highly competitive, primarily due to the effects of
the  Airline  Deregulation  Act  of  1978.  The Transportation Act substantially
eliminated  government  authority to regulate domestic routes and fares, and has
increased the ability of airlines to compete with respect to destination, flight
frequencies  and  fares.  Most  of  our competitors have a combination of larger
customer  bases,  greater  brand  recognition  in  other  airline  markets  and
significantly  greater financial and marketing resources than we do. Competition
is  generally  based  on  price,  schedule,  quality of service and convenience.
Either  aggressive  marketing tactics or a prolonged fare war initiated by these
competitors  could  impact  our limited financial resources and adversely affect
our  ability  to compete in these markets.  Vigorous price competition exists in
the  airline  industry,  with  competitors  frequently offering reduced discount
fares  and  other  promotions to stimulate traffic during weaker travel periods,
generate  cash  flow  or increase relative market share in selected markets. The
introduction  of  widely  available,  deeply discounted fares by any significant
airline  could  result  in lower yields for the entire industry and could have a
material  adverse  effect on our financial condition and operating results.  The
commencement of or increase in service on our routes by existing or new carriers
could  negatively  impact  our  operating  results.  Where we seek to expand our
service  by  adding  routes  or  frequency,  competing airlines may respond with
intense price and schedule competition. In addition, when other airlines seek to
establish  a  presence  over  new  routes,  they may engage in significant price
discounting. Because of our size and financial resources relative to some of the
major  airlines,  we  are  less able to absorb losses from these activities than
many  of  our  competitors.  We  cannot assure anyone that competitive pressures
will  not  materially  adversely  affect  our  business, financial conditions or
results  of  operations  or  that  we  will ever attain any competitive position
within  our  market.

MRO  SERVICES
-------------

     The  market  for  our  MRO  services  is extremely competitive, and we face
competition  from a number of sources.  Our competitors include aircraft service
companies  and  other  companies  providing  MRO  services.  We believe that our
experienced staff, facility amenities, scope of services, availability of parts,
and  focus  on  customer  service  increase  the  competitiveness  of  the  MRO
Subsidiary.  Most  of  our  competitors,  however,  have  substantially  greater
financial and other resources than are available to us.  We cannot assure anyone
that  competitive  pressures  will not materially adversely affect our business,
financial  conditions  or  results of operations or that we will ever attain any
competitive  position  within  our  market.

<PAGE>
                             GOVERNMENT REGULATION

     The  Air Carrier   Subsidiary  is  operating pursuant to a Federal Aviation
Administration  FAR  Part  135  certificate.  The  MRO  Subsidiary  is providing
services pursuant to a Federal Aviation Administration FAR Part 145 certificate.
Although  not now active from a business perspective, our California subsidiary,
SDA,  holds a Federal Aviation Administration FAR Part 145 certificate, which we
will  maintain  in  the  event  we  decide  to  re-enter  the California market.

     The  aviation  industry  in  the  United  States is highly regulated by the
Federal Aviation Administration (the "FAA") and the Department of Transportation
(the "DOT"). Specifically, our charter air service business is heavily regulated
by  these  agencies. Moreover, our operations must comply with numerous security
and  environmental  laws,  ordinances  and  regulations.  We  believe  that  our
operations  are  in  material  compliance  with  all  of  these  laws, rules and
regulations.  The  remainder  of  this  section  briefly  discusses  some of the
regulations  to  which  we  are  subject.

FAA  REGULATION
---------------

     The  FAA  regulates  aircraft  safety  and  flight  operations  generally,
including  equipment,  ground  facilities, maintenance, repair, flight dispatch,
training,  communications, the carriage of hazardous materials and other matters
affecting  air safety.  FAA regulations are designed to ensure that all aircraft
and aircraft equipment are continuously maintained in proper condition to ensure
safe  operation  of  the  aircraft.  The  FAA  issues operating certificates and
operations  specifications  to carriers that possess the technical competence to
conduct  air  carrier  operations.  In  addition, the FAA issues certificates of
airworthiness  to  each aircraft that meets the requirements for aircraft design
and  maintenance.  We believe the Air Carrier Subsidiary holds all airworthiness
and  other  FAA  certificates  and  authorities  required for the conduct of its
business  and  the  operation of its aircraft, although the FAA has the power to
suspend,  modify  or  revoke  such  certificates  for  cause, or to impose civil
penalties  for  any  failure  to  comply  with  federal law and FAA regulations.

     In  compliance  with FAA regulations, the Air Carrier Subsidiary's aircraft
are  subject  to  various  levels  of  scheduled  maintenance  or  "checks"  and
periodically go through phased overhauls.  All aircraft must be maintained under
a continuous condition-monitoring program and must periodically undergo thorough
inspection  and  maintenance.  The inspection, maintenance and repair procedures
for  the  various  types  of  aircraft  and aircraft equipment are prescribed by
regulatory  authorities and can be performed only by certified repair facilities
using  certified technicians.  The FAA monitors closely our aircraft maintenance
efforts.  It  also  conducts  safety  checks  on  a  regular  basis.

     The  FAA  has  the  authority  to  issue  maintenance  directives and other
mandatory orders relating to, among other things, the inspection and maintenance
of  aircraft  and  the replacement of aircraft structures, components and parts,
based  on  the  age  of  the  aircraft  and  other  factors.  If the FAA were to
determine  that the aircraft structures or components are not adequate, it could
order operators to take certain actions, including but not limited to, grounding
aircraft,  reducing  cargo loads, strengthening any structure or component shown
to  be inadequate, or making other modifications to the aircraft.  New mandatory
directives  could also be issued requiring the Air Carrier Subsidiary to inspect
and  replace aircraft components based on their age or condition. In the future,
the Air Carrier Subsidiary could be required to comply at considerable cost with
new  mandatory  directives  as  part  of  its  aircraft  maintenance  program.

<PAGE>
DOT  REGULATION
---------------

     The  DOT  maintains  authority  over  certain  aspects  of  domestic  air
transportation,  such  as  requiring  a  minimum  level  of  insurance  and  the
requirement  that  a  person  be  "fit"  to  hold a certificate to engage in air
transportation.  In  addition,  the  DOT  continues  to regulate many aspects of
international aviation, including the award of international routes. In reliance
on  exemptions,  we currently do not maintain any DOT certificates.  However, we
are  in  the  process  of  applying  for a Part 298 certificate for commuter air
carrier  operations,  which  will  enable  us  to conduct an unlimited number of
weekly  flights to specified locations.  Prior to issuing such certificates, and
periodically  thereafter,  the  DOT  examines a company's managerial competence,
financial  resources and plans, compliance, disposition and citizenship in order
to  determine  whether  the  carrier  is  fit, willing and able to engage in the
transportation  services it has proposed to undertake. The DOT has the authority
to  impose  civil  penalties,  or  to  modify,  suspend  or  revoke  for  cause
certificates  issued  by it, including failure to comply with federal law or DOT
regulations.  No  certificate  confers proprietary rights on the holder, and the
DOT  may  impose conditions or restrictions on such certificates.  We believe we
possess  all  necessary  DOT-issued  certificates and authorities to conduct our
current  operations.

SECURITY
--------

     The  Air Carrier  Subsidiary  is  required to comply with various security
procedures  of  FAA  and  TSA regulations and directives outlined in the federal
Domestic  Security  Integration Program. The airline subsidiaries' customers are
required  to inform them in writing of the nature and composition of any freight
which  is  classified  as  "Dangerous Goods" by the DOT. In addition, we conduct
background checks on employees of the Air Carrier Subsidiary, restrict access to
aircraft,  inspect  aircraft  for  suspicious  persons or cargo, and inspect all
dangerous  goods.  Notwithstanding  these procedures, the Air Carrier Subsidiary
could  unknowingly  transport  contraband  or undeclared hazardous materials for
customers,  which could result in fines and penalties and possible damage to the
aircraft.

SAFETY  AND  ENVIRONMENTAL
--------------------------

     Our operations are also subject to a variety of worker and community safety
laws.  The  Occupational  Safety  and  Health  Act  ("OSHA")  mandates  general
requirements  for  safe workplaces for all employees.  Specific safety standards
have  been adopted for workplaces engaged in the treatment, disposal and storage
of  hazardous  waste.  We are also subject to various environmental laws.  Under
current federal, state and local environmental laws, ordinances and regulations,
a  current  or previous owner or operator of real property may be liable for the
costs  of  removal or clean-up of hazardous or toxic substances on, under, or in
such  property.  Such  laws  often  impose liability whether or not the owner or
operator  knew  of,  or  was  responsible for, the presence of such hazardous or
toxic  substances.  In addition, the presence of contamination from hazardous or
toxic  substances,  or  the  failure  to  properly  clean  up  such contaminated
property,  may  adversely affect the ability of the owner of the property to use
such  property  as collateral for a loan or to sell such property. Environmental
laws  also may impose restrictions on the manner in which a property may be used
or transferred or in which businesses may be operated and may impose remediation
or  compliance  costs.

<PAGE>
OTHER  REGULATIONS
------------------

     Various  regulatory  authorities have jurisdiction over significant aspects
of  our  business,  and  new  laws or regulations or changes in existing laws or
regulations  or the interpretations thereof could have a material adverse effect
on our operations. In addition to the above, other laws and regulations to which
we  are  subject, and the agencies responsible for compliance with such laws and
regulations,  include  the  following:

     *     U.S.  Customs  and  Border Protection inspects cargo imported from
           foreign countries;
     *     We  must comply with U.S. Citizenship and Immigration Services
           regulations regarding  passengers  and  the  citizenship  of  our
           employees;
     *     We  must  comply  with  wage, work conditions and other regulations
           of the Department  of  Labor  regarding  our  employees.

                               PRODUCT LIABILITY

     Our MRO business exposes us to possible claims for personal injury or death
that  may result from the failure of an aircraft or an aircraft part repaired or
maintained  by  us  or  from  our  negligence in the repair or maintenance of an
aircraft  or aircraft part.  We do not now carry any product liability insurance
on  our  MRO business, which we believe is a common practice among smaller shops
with  the  level of third party business that we are now undertaking.  We expect
that,  if  the  volume of our MRO business and funds are available therefor, we
will explore the possibility of procuring product liability insurance on our MRO
business.  However,  we  have  no  assurance  that we will be able to procure or
maintain such insurance at an acceptable cost, or that such insurance will fully
protect  us  from all claims.  Any liability of this type that is not covered by
adequate  insurance  could  materially  adversely  affect  our  business  and
operations.

                                   EMPLOYEES

     As  of April 14, 2011, we had eight full-time and four part-time employees.

                            OUR HISTORICAL BUSINESS

     Our  historical business involved the exploration and production of oil and
gas.  The  importance  of this segment of business to our business as a whole is
greatly diminished.  Management is currently exploring options for the future of
this  business,  which  may  include  a  sale  of  it  or  a  spin-off  of it to
shareholders,  so  that  management  can  devote  its  entire  attention  to our
business.

ITEM 1A.  RISK FACTORS.

     An  investment  in  shares  of  our  common stock is highly speculative and
involves  a  high degree of risk. You should carefully consider all of the risks
discussed  below,  as  well  as  the  other information contained in this Annual
Report.  If any of the following risks develop into actual events, our business,
financial  condition  or  results  of  operations  could be materially adversely
affected  and  the  trading  price  of  our  common  stock  could  decline.

<PAGE>
                         RISKS RELATING TO OUR COMPANY
                         -----------------------------

WE HAVE LIMITED HISTORY OF OPERATIONS AND WE CANNOT ASSURE YOU THAT OUR BUSINESS
MODEL  WILL  BE  SUCCESSFUL  IN  THE  FUTURE  OR  THAT  OUR  OPERATIONS  WILL BE
PROFITABLE.

     We  changed  our  business  focus  near  the  end  of February 2009 when we
acquired  the  operations of San Diego Airmotive ("SDA").  Although SDA (through
its  predecessor  entity)  has  been  providing maintenance, repair and overhaul
("MRO")  services  in California since 1987, we are fairly new to this business.
During  2010,  we  acquired two additional businesses, one offering MRO services
and  the  other offering air carrier services.  Investors have a limited history
of  operations  upon which to evaluate our business.  There can be no assurances
whatsoever  that  we  will be able to successfully implement our business model,
identify  and  close  acquisitions  of operating companies, penetrate our target
markets  or attain a wide following for our services.  We are subject to all the
risks  inherent  in an early stage enterprise which has experienced rapid growth
through  acquisitions  and  our  prospects  must  be  considered in light of the
numerous  risks,  expenses,  delays,  problems  and  difficulties  frequently
encountered  in  those  businesses.

<PAGE>
WE  HAVE  HAD  A HISTORY OF LOSSES, AND WE HAVE A WORKING CAPITAL DEFICIT AND AN
ACCUMULATED  DEFICIT.  WE  MAY  NEVER  REPORT  PROFITABLE  OPERATIONS.

     We  have  incurred  net  losses  since  our inception, and we had a working
capital  deficit  of  approximately  $847,956,  an  accumulated  deficit  of
approximately  $21,950,097,  and our total liabilities exceeded our total assets
by  $1,140,772,  all  as of December 31, 2010. There can be no assurance that we
will become profitable. Our business has had a history of losses as well. Unless
we  are able to raise additional capital to fund our operating expenses, pay our
obligations  as  they become due and implement our business model, we may not be
able  to continue as a going concern, and we could be forced to discontinue some
or  all of our operations if our capital resources become exhausted by losses or
expenditures.

WE  MAY  BE  UNABLE TO OBTAIN ADDITIONAL CAPITAL WHEN NECESSARY OR ON TERMS THAT
ARE  ACCEPTABLE  TO  US,  IF  AT ALL. IF WE ARE SUCCESSFUL IN RAISING ADDITIONAL
CAPITAL  AS  NECESSARY, THESE ADDITIONAL FINANCING TRANSACTIONS WILL BE DILUTIVE
TO  OUR  SHAREHOLDERS  AND  COULD  INCREASE  OUR  INTEREST  EXPENSE.

     We  expect  that  we  will  need  significant  additional cash resources to
operate  and expand our business in the future.  Our future capital requirements
will depend on many factors, including our ability to significantly increase our
revenues, maintain or reduce our operating expenses and execute our business and
strategic  plans  as  currently conceived.  If we raise additional funds through
the  issuance of equity or convertible debt securities, the percentage ownership
of  our  company  held  by  existing  shareholders  will  be  reduced  and those
shareholders  may  experience significant dilution.  In addition, new securities
may  contain  certain rights, preferences or privileges that are senior to those
of our common stock.  There can be no assurance that acceptable financing can be
obtained  on  suitable  terms,  if at all.  If we are unable to raise additional
working  capital as needed, our ability to continue our current business will be
adversely  affected  and may be forced to curtail some or all of our operations.

OUR AUDITOR HAS GIVEN TO US A "GOING CONCERN" QUALIFICATION, WHICH QUESTIONS OUR
ABILITY  TO  CONTINUE  AS  A  GOING  CONCERN  WITHOUT  ADDITIONAL  FINANCING.

     Our independent certified public accountant has added an emphasis paragraph
to  its  report  on  our  consolidated  financial  statements for the year ended
December  31, 2010 regarding our ability to continue as a going concern.  Key to
this  determination  is  our  historical  losses  of  $1,106,664  in 2010 and
$988,990 in 2009.  Management plans to try to fund our company partially through
the raising of capital through the sale of our equity instruments or issuance of
debt,  although  there can be no assurance of success in this regard.  Moreover,
management  plans  on additional revenues from operations from our business as a
source  to finance our company, although there can be no assurance of that these
revenues will materialize at the expected rates.  There can be no assurance that
we  will  be  successful  in  achieving these objectives, becoming profitable or
continuing  our  business without either a temporary interruption or a permanent
cessation.

<PAGE>
THE  GEOGRAPHICAL  CONCENTRATION  OF  OUR  MRO  OPERATIONS AND OUR FLIGHTS COULD
MATERIALLY  HARM  OUR  BUSINESS.

     Our  MRO  services  are provided from a single facility located in south
Florida.  If  this  facility  was  damaged  or our access to it was limited (for
example,  due  to  security  concerns,  severe weather or natural disaster), our
operations  and  financial  conditions  could  be  adversely  affected.

     We  expect  that  the growth of our charter air services will focus on,
adding  flights  to  and from our primary base of operations in south Florida
and  the  Bahamas.  Our  business would be harmed by any circumstances causing a
reduction  in air transportation to or from these two locations, such as adverse
changes  in  local  economic  conditions,  negative  public perceptions of these
destinations,  a  change  in  customer preferences in these areas or significant
price  increases linked to increases in airport access costs and fees imposed on
passengers.

THE  PROFITABILITY  OF  OUR  OPERATIONS  IS INFLUENCED BY ECONOMIC CONDITIONS AS
DEMAND  FOR  LEISURE  TRAVEL  DIMINISHES  DURING  ECONOMIC  DOWNTURNS.

     The  profitability  of our operations is influenced by the condition of the
United States.  A substantial portion of our charter air business is leisure
travel.  Because  leisure  travel  is  discretionary,  we  expect  to experience
somewhat  weaker  financial  results  during  economic  downturns.

OUR  QUARTERLY  RESULTS  ARE  SIGNIFICANTLY  AFFECTED  BY  MANY FACTORS, AND OUR
RESULTS  OF OPERATIONS FOR ANY ONE QUARTER ARE NOT NECESSARILY INDICATIVE OF OUR
ANNUAL  RESULTS  OF  OPERATIONS.

     Our  operations  are  subject to a variety of factors that frequently cause
considerable  volatility  in  our  earnings,  including:

     *     Changes  in  fuel,  security  and  insurance  costs;
     *     Seasonal  variations  in  demand,  affecting  revenues  earned;  and
     *     Increases  in  personnel,  marketing  and  other  operating expenses.

     In addition, seasonal variations in air traffic and expenditures affect our
operating  results  from  quarter  to quarter. Historically, we have experienced
reduced demand during the fourth quarter, as demand for leisure airline services
during  this period is lower relative to other times of the year. Given our high
proportion of fixed costs, seasonality can affect our profitability from quarter
to quarter. Several of our areas of operations experience bad weather conditions
in  the  winter,  causing  increased  costs  associated  with  deicing aircraft,
canceled  flights  and  accommodating  displaced  passengers. Due to the factors
described  above,  our  results  of  operations  in  any  one  quarter  are  not
necessarily  indicative  of  our  annual  results  of  operations.

<PAGE>
IF  WE  GROW  OUR BUSINESS AS PLANNED, WE MAY NOT BE ABLE TO MANAGE PROPERLY OUR
GROWTH,  AND  WE  EXPECT  OPERATING  EXPENSES  TO INCREASE, WHICH MAY IMPEDE OUR
ABILITY  TO  ACHIEVE  PROFITABILITY.

     If we are successful in growing our business as we plan, our operations may
expand  rapidly  and  significantly.  Any rapid growth could place a significant
strain  on  our  management,  operational  and  financial resources. In order to
manage  the  growth of our operations, we will be required to improve and expand
existing  operations;  to  implement  new  operational,  financial and inventory
systems,  procedures  and  controls,  including improvement of our financial and
other  internal management systems; and to train, manage and expand our employee
base.  If  we  are unable to manage growth effectively, our business, results of
operations  and  financial  condition  will be materially adversely affected. In
addition,  if  we  are  successful in growing our business as we plan, we expect
operating  expenses  to  increase,  and  as  a  result, we will need to generate
increased  quarterly  revenue  to  achieve  and  maintain  profitability.  In
particular,  as  we  grow  our  business,  we  would  incur additional costs and
expenses  related  to:

     *     The  expansion  of  our  sales  force  and  distribution  channels
     *     The  expansion  of  our  product  and  services  offerings
     *     Development  of  relationships  with  strategic  business  partners
     *     The  expansion  of  management  and  infrastructure
     *     Brand  development,  marketing  and  other  promotional  activities.

These  additional  costs  and  expenses  could  delay  our  ability  to  achieve
profitability.

FUTURE  ACQUISITIONS  COULD  EXPOSE  US  TO  NUMEROUS  RISKS.

     As  part  of our business strategy, we may acquire complementary companies,
products,  services or technologies. Any acquisition would be accompanied by the
risks  commonly  encountered in a transaction. Such risks include the following:

     *     Difficulty  of  assimilating  the  operations  and  personnel  of the
acquired  companies
     *     Potential  disruption  of  our  ongoing  business
     *     Inability  of  management  to  maximize  our  financial and strategic
position  through  the  successful  incorporation  of  acquired  businesses  and
technologies
     *     Additional  expenses  associated  with  amortization  of  acquired
intangible  assets
     *     Maintenance  of  uniform standards, controls, procedures and policies
     *     Impairment  of  relationships  with employees, customers, vendors and
advertisers  as  a  result  of  any  integration  of  new  management  personnel
     *     Potential  unknown  liabilities  associated  with acquired businesses

     There  can  be no assurance that we would be successful in overcoming these
risks  or  any  other problems encountered in connection with such acquisitions.
Due to all of the foregoing, any future acquisition may materially and adversely
affect  our business, results of operations, financial condition and cash flows.
Although  we  do  not expect to use cash for acquisitions, we may be required to
obtain additional financing if we choose to use cash in the future. There can be
no  assurance  that  such  financing  will  be available on acceptable terms. In
addition,  if  we  issue  stock  to  complete  any future acquisitions, existing
stockholders  will  experience  further  ownership  dilution.

                         RISKS RELATING TO OUR INDUSTRY
                         ------------------------------

THE  OPERATION  OF  AIRCRAFT  DEPENDS ON THE PRICE AND AVAILABILITY OF FUEL, AND
CONTINUED  PERIODS  OF  HISTORICALLY  HIGH  FUEL  COSTS MAY MATERIALLY ADVERSELY
AFFECT  OUR  OPERATING  RESULTS.

     Fuel  is  a  major expense for all aircraft.  Historically, fuel costs have
been  subject  to  wide  price  fluctuations  based  on  supply  and demand, and
geopolitical  issues,  such  as  political  disruptions  or  wars  involving
oil-producing  countries,  changes  in  government  policy,  changes  in  fuel
production  capacity,  environmental concerns and other unpredictable events may
result  in  fuel  supply  shortages  and  additional fuel price increases in the
future.  Fuel  availability  is  also  subject  to periods of market surplus and
shortage  and  is  affected  by  demand  for both home heating oil and gasoline.
Because  of the effect of these events on the price and availability of fuel, we
cannot  predict  the  future  cost  and  availability of fuel with any degree of
certainty.  In  the  event  of a fuel supply shortage, higher fuel prices or the
curtailment  of  operations  could result. We cannot assure you that we would be
able  to offset any increases in the price of fuel by higher fares.  We have not
entered  into  any  fuel  hedging  arrangements  to  reduce  our  exposure  to
fluctuations  in  fuel prices.  As a result, we have significant exposure to the
risk  of  increases  in  the  price  of  fuel due to inadequate fuel supplies or
otherwise,  and  any  such  increase could have a material adverse effect on our
financial  condition  and  results  of  operations.

<PAGE>
OUR  BUSINESS  COULD  BE  ADVERSELY  AFFECTED BY A FAILURE TO ATTRACT AND RETAIN
QUALIFIED  PILOTS  AND  OTHER  OPERATIONS  PERSONNEL.

     Our  ability  to  attract and retain qualified pilots, mechanics, and other
highly  trained  personnel will be an important factor in determining our future
success.  The  market  for experienced and highly trained personnel is extremely
competitive.  If  we  are  unable  to  attract  and  retain such persons, flight
operations may be disrupted, which could have a negative effect on our operating
and  financial  results.

AIRCRAFT OWNERSHIP AND OPERATION IS VERY CAPITAL-INTENSIVE.

     The  airline  business  is highly capital-intensive.  Although we currently
lease our aircraft, we expect that in the future we may need to make significant
capital  investments  to  acquire  the  aircraft,  ground  and  cargo  handling
equipment,  and  an  inventory of spare parts necessary for the operation of our
business.  Our  aircraft  are  older  and  tend to require more maintenance than
newer  aircraft.  Older  aircraft  tend  to  be  subject  to  more Airworthiness
Directives  ("ADs") promulgated by the FAA than newer aircraft, and are required
to undergo extensive structural inspections on an ongoing basis. An AD requiring
significant  modifications  to  our  aircraft  type  could  require us to invest
significant  additional  funds  in  the  aircraft  or  ground  our fleet pending
compliance with the AD.  We cannot predict when and whether new ADs covering our
aircraft will be promulgated, and there can be no assurance that compliance with
ADs  will  not adversely affect tour business, financial condition or results of
operations.

WE  COULD  FACE  SHORTAGES  OF  ADDITIONAL  AIRCRAFT  AND  AIRCRAFT  PARTS.

     Although  we  are currently focused on stabilizing our existing businesses,
once  we  have  successfully  completed  this  task (if at all), our growth will
depend in large part upon our ability to acquire additional aircraft to increase
our  lift  capacity.  Our  strategy  will most likely be the acquisition of used
aircraft.  The  market for used aircraft can be affected by a number of factors,
including  increased demand from other carriers, which could limit the number of
available aircraft and increase the acquisition cost thereof.  Moreover, certain
parts and components required for the operation of our existing aircraft may not
be  readily available in the marketplace when we require them, and our inability
to  obtain  necessary  components  or  parts  in a timely manner could adversely
affect  our  operations.

OUR  INDUSTRY  IS  HEAVILY  REGULATED  AND  WE  MAY FAIL TO COMPLY WITH ALL SUCH
REGULATIONS.  ANY  FAILURE  BY US COULD REQUIRE US TO INCUR SUBSTANTIAL COSTS IN
COMPLYING  WITH SUCH REGULATION, AND WE COULD BE FORCED TO CEASE OUR OPERATIONS.

     We  are subject to a wide range of governmental regulation by U.S. Federal,
state  and  foreign  governmental  agencies,  including:

     *     U.S.  Department  of  Transportation;
     *     U.S.  Federal  Aviation  Administration  (the  "FAA");
     *     U.S.  National  Mediation  Board,  with  respect  to  labor  matters;
     *     U.S.  Federal  Communications  Commission,  with  respect  to use of
           radio facilities;
     *     U.S.  Environmental  Protection  Agency  and  similar  state  and
           local authorities,  primarily  with  respect  to  the  use, discharge
           and disposal of hazardous  materials  at  or  from  our  maintenance
           and airport facilities; and
     *     Similar authorities in foreign countries with respect to our
           international and  charter  operations.

<PAGE>
     Compliance  with  all  applicable  laws  and  regulations  could  result in
significant  costs.  Although  we  believe  that  we  are  presently in material
compliance  with  applicable laws and regulations, there is no assurance that we
are  correct  or  that  our operations will be deemed to be in compliance in the
future.  Additional  laws, regulations and charges have been proposed, from time
to  time, that could significantly increase the cost of our operations or reduce
overall  revenue.  To  the  extent  that new regulations are adopted, we will be
required  to conform our activities in order to comply with such regulations. We
may be required to incur substantial costs in order to comply. We cannot provide
assurance  that  laws  or  regulations  enacted in the future will not adversely
affect  our  revenue  and  future profitability. Moreover, we may not be able to
comply  with  current  laws and regulations, or any future laws and regulations.
Our  failure  to comply with applicable laws and regulations could subject us to
civil  remedies,  including  fines, injunctions, recalls or seizures, as well as
potential  criminal  sanctions which could have a material and adverse effect on
our  business  operations  and  finances  and  we  could  be forced to cease our
operations.

WE  ARE  SUBJECT TO ENVIRONMENTAL LAWS THAT COULD IMPOSE SIGNIFICANT COSTS ON US
AND  THE  FAILURE  TO  COMPLY  WITH  SUCH LAWS COULD SUBJECT US TO SANCTIONS AND
MATERIAL  FINES  AND  EXPENSES.

     We  are subject to a variety of federal, state and local environmental laws
and  regulations, including those governing the discharge of pollutants into the
air or water, the management and disposal of hazardous substances and wastes and
the  responsibility  to  investigate and clean-up contaminated sites that are or
were  owned,  leased,  operated or used by us or our predecessors. Some of these
laws  and  regulations  require  us  to  obtain permits, which contain terms and
conditions  that  impose  limitations  on  our  ability  to  emit  and discharge
hazardous  materials  into  the  environment  and periodically may be subject to
modification, renewal and revocation by issuing authorities. Fines and penalties
may  be  imposed  for  non-compliance  with  applicable  environmental  laws and
regulations  and  the failure to have or to comply with the terms and conditions
of  required  permits.  We  intend  to  comply  with these laws and regulations,
however,  from  time  to time, our operations may not be in full compliance with
the  terms  and conditions of our permits. We periodically review our procedures
and policies for compliance with environmental laws and requirements. We believe
that  our  operations  generally  are  in  material  compliance  with applicable
environmental  laws,  requirements and permits and that any lapses in compliance
would  not  be  expected to result in us incurring material liability or cost to
achieve  compliance.  Historically,  the  costs  of  achieving  and  maintaining
compliance  with  environmental laws, and requirements and permits have not been
material;  however, the operation our business entails risks in these areas, and
a  failure  by  us to comply with applicable environmental laws, regulations, or
permits could result in civil or criminal fines, penalties, enforcement actions,
third  party  claims  for  property  damage and personal injury, requirements to
clean  up property or to pay for the costs of cleanup, or regulatory or judicial
orders  enjoining  or  curtailing  operations  or requiring corrective measures.
Moreover,  if  applicable  environmental  laws  and  regulations,  or  the
interpretation  or  enforcement thereof, become more stringent in the future, we
could  incur  capital  or  operating  costs  beyond those currently anticipated.

<PAGE>
THE SUSPENSION OR REVOCATION OF FAA CERTIFICATIONS COULD HAVE A MATERIAL ADVERSE
EFFECT  ON  OUR  BUSINESS,  RESULTS  OF  OPERATIONS  AND  FINANCIAL  CONDITION.

     Our  airline operations are subject to regulations of the FAA.  The FAA can
suspend  or revoke the authority of air carriers or their licensed personnel for
failure  to  comply  with  its  regulations and can ground aircraft if questions
arise concerning airworthiness.  The FAA also has power to suspend or revoke for
cause the certificates it issues and to institute proceedings for imposition and
collection  of fines for violation of federal aviation regulations.  Our airline
subsidiary  operates  under FAA certifications.  The suspension or revocation of
any  one  of  these  certifications  could have a material adverse effect on our
business,  results  of  operations  and  financial  position.  The suspension or
revocation  of  all of these certifications would have a material adverse effect
on  our  business,  results  of  operations  and  financial  position.

OUR REPUTATION AND FINANCIAL RESULTS COULD BE HARMED IN THE EVENT OF AN ACCIDENT
OR  INCIDENT  INVOLVING  ONE  OF  OUR  AIRCRAFT,  OR  AIRCRAFT OF THE SAME TYPE.

     We may incur substantial losses in the event of an aircraft accident. These
losses  may  include  the  repair  or replacement of a damaged aircraft, and the
consequent  temporary or permanent loss of the aircraft from service, as well as
claims  of  injured  passengers  and  other  persons.  Although  we  believe our
insurance  coverage  for  our  charter air service is adequate, we cannot assure
anyone  that the amount of our insurance coverage will not be changed or that we
will not be forced to bear substantial losses from accidents. Substantial claims
resulting from an accident could have a material adverse effect on our business,
operations  and  financial results. Moreover, any aircraft accident or incident,
even  if fully insured, could cause a public perception that we are less safe or
reliable  than  other  airlines,  which  would materially harm our business.  In
addition,  any  accident involving the type of aircraft that we operate, even if
the  aircraft  involved  is  not  operated  by  us,  could  also  cause a public
perception  that  our  aircraft is less safe or reliable than other competitors,
which  would  harm  our  business.  We  do  not  now carry any product liability
insurance  on  our  MRO  business,  which  we believe is a common practice among
smaller  shops  with  the  level  of  third  party  business  that  we  are  now
undertaking.  We  expect  that,  if the volume of our MRO business and funds are
available  therefore,  we  will  explore  the  possibility  of procuring product
liability  insurance on our MRO business.  However, we have no assurance that we
will  be  able  to  procure  such  insurance,  or that such insurance will fully
protect  us  from  all  claims.

WE  MAY  NOT  HAVE  SUFFICIENT  INSURANCE  COVERAGE TO PROTECT US FROM LIABILITY
CLAIMS.

     In  addition  to  the above, our business exposes us to possible claims for
personal  injury  or  death that may result if we were negligent in repairing an
airplane.  We cannot assure you that claims will not arise in the future or that
our  insurance  coverage  will  be  adequate to protect us in all circumstances.
Additional,  we  cannot  assure  you  that  we will be able to maintain adequate
insurance coverage in the future at an acceptable cost.  Any liability claim not
covered  by  adequate  insurance  will  adversely affect our business, financial
condition  and  results  of  operations.

OUR  FINANCIAL  PERFORMANCE  MAY  BE  ADVERSELY  AFFECTED  BY  COMPETITION.

     We  expect  our  market  to  be intensely competitive.  The majority of our
anticipated  competitors  will  be more established, benefit from greater market
recognition  and  have  substantially  greater  financial,  marketing  and other
resources than we do.  In addition, larger competitors may be able to absorb the
burden  of  any  changes  in  federal, state and local laws and regulations more
easily  than  we  can,  which  would  adversely affect our competitive position.
Moreover,  some  of  our  competitors have been operating in our core area for a
long  time and have demonstrated the ability to operate through industry cycles.
Intense  competition  could materially adversely affect our business, results of
operations  and  financial  condition.

<PAGE>
AIRLINES  ARE  OFTEN AFFECTED BY FACTORS BEYOND THEIR CONTROL, INCLUDING TRAFFIC
CONGESTION  AT AIRPORTS, WEATHER CONDITIONS AND INCREASED SECURITY MEASURES, ANY
OF  WHICH  COULD  HARM  OUR  OPERATING  RESULTS  AND  FINANCIAL  CONDITION.

     Like  other airlines, we are subject to delays caused by factors beyond our
control,  including  air  traffic  congestion  at  airports,  adverse  weather
conditions  and  increased  security  measures.  Delays  disservice  passengers,
reduce  aircraft  utilization  and  increase  costs, all of which in turn affect
profitability.  During  periods  of  fog,  snow,  rain,  storms or other adverse
weather  conditions,  traffic  control problems could harm our operating results
and  financial  condition.

WE  COULD  BE  LIABLE  FOR  OUR  INADVERTENT  TRANSPORTATION  OF  CONTRABANDS.

     Customers  may  not inform us, despite the requirement to do so, when their
cargo  includes  hazardous  materials.  In addition, our own checks and searches
for  hazardous materials, weapons, explosive devices and illegal freight may not
reveal  the  presence  of  such materials or substances in its customers' cargo.
The  transportation  of  unmanifested hazardous materials or of contraband could
result  in  fines,  penalties,  flight  bans or possible damage to our aircraft.
There  can  be no assurance we will not be subject to fines, penalties or flight
bans  in  the  future,  any of which could have a material adverse effect on our
business,  financial  condition  and  results  of  operations.

                        RISKS RELATING TO OUR MANAGEMENT
                        --------------------------------

WE  HIGHLY  DEPEND  ON  OUR  CURRENT  MANAGEMENT.  THE LOSS OF ANY MEMBER OF OUR
CURRENT  MANAGEMENT  COULD  HARM  OUR  ABILITY  TO  EXECUTE  OUR  BUSINESS PLAN.

     Our  success  depends  heavily  upon the continued contributions of current
management.   The  loss  of  the  services  of  one  or  more  of our members of
management could materially adversely affect our business, operating results and
financial  condition.

     We  cannot  guarantee  that  we  will  be able to retain our key personnel.
Moreover,  we  currently  have  no  key  person  insurance  on  any  members  of
management.

OUR  CURRENT  MANAGEMENT  RESOURCES MAY NOT BE SUFFICIENT FOR THE FUTURE, AND WE
HAVE  NO  ASSURANCE  THAT  WE  CAN  ATTRACT  ADDITIONAL  QUALIFIED  PERSONNEL.

     There  can  be  no  assurance  that  the  current  level  of  management is
sufficient  to  perform  all  responsibilities  necessary  or  beneficial  for
management  to  perform.  Our  future  success  also  depends  on our continuing
ability  to attract, assimilate and retain highly qualified sales, technical and
managerial  personnel.  Competition  for these individuals is intense, and there
can  be  no  assurance  that  we  can  attract,  assimilate  or retain necessary
personnel  in  the  future.

OUR  MANAGEMENT  OWNS  A  LARGE  PERCENTAGE  OF OUR VOTING STOCK, AND CUMULATIVE
VOTING  IS  NOT  AVAILABLE  TO  STOCKHOLDERS.

     Our  management  owns  approximately 21.1% of our outstanding voting stock.
Cumulative  voting in the election of Directors is not provided for. This fairly
large  percentage  ownership  interest  could help our management maintain their
positions  on  our  Board  of  Directors.

<PAGE>
WE  WILL  BE  REQUIRED  TO  COMPLY WITH SECTION 404 OF THE SARBANES OXLEY ACT OF
2002.

     Pursuant  to  Section  404 of the Sarbanes-Oxley Act of 2002, in connection
with  this  Annual Report and future Annual Reports, we are and will be required
to  furnish  a  report  by  management  on  our internal controls over financial
reporting  which  will  contain,  among  other  matters,  an  assessment  of the
effectiveness  of  our  internal  control  over financial reporting, including a
statement  as to whether or not our internal control over financial reporting is
effective.  This  assessment  must include disclosure of any material weaknesses
in  our  internal control over financial reporting identified by our management.
During  the  evaluation and testing process, if we identify one or more material
weaknesses  in  our internal control over financial reporting, we will be unable
to  assert  that such internal control is effective.  If we are unable to assert
that  our  internal control over financial reporting is effective, we could lose
investor  confidence  in the accuracy and completeness of our financial reports.
Furthermore,  we  expect  that  our  compliance with the regulatory requirements
described  herein  will  likely  increase  our  professional  expenses.

                       RISKS RELATING TO OUR COMMON STOCK
                       ----------------------------------

WE  HAVE  ENTERED INTO LOAN TRANSACTIONS INVOLVING CONVERTIBLE PROMISSORY NOTES,
WHICH  HAVE  BEEN,  AND  MAY  IN  THE  FUTURE  BE,  DILUTIVE.

     During  2010,  we  entered into a series of transactions in which we issued
five convertible promissory notes (the "Notes").  This series of transactions is
described  in  "Item  7  -  Management's  Discussion  and  Analysis of Financial
Condition  and  Results  of  Operations  -  Liquidity  and  Capital  Resources -
Convertible Debt."  The Notes have a floating conversion price that entitles the
holder  to  convert the Notes into a larger number of shares of our common stock
as  the  trading price of our common stock goes down.  As of April 1, 2011, part
of  the  Notes  have been  converted into 49,871,292 shares of our common stock.
Because of the floating conversion price and limitations on the holder's ability
to  convert  the  Notes,  we  are unable to determine at any time that number of
shares  into which the remainder of the Notes can be converted.  Future issuance
of  additional  shares  upon  conversion  of  the Notes would further dilute the
percentage  ownership  in  our  company  held by existing stockholders and could
cause immediate and substantial dilution to the net tangible book value of those
shares of common stock that are issued and outstanding immediately prior to such
transaction.  Any  future decrease in the net tangible book value of such issued
and  outstanding  shares could have a material effect on the market value of the
shares.  The  terms  on which we could obtain additional capital during the life
of  the Notes may be adversely affected because of such potential dilution.  For
more  information  about  the  Notes,  see "Item 7 - Management's Discussion and
Analysis  of  Financial  Condition  and  Results  of  Operations - Liquidity and
Capital  Resources  -  Convertible  Debt."

WE  HAVE  NOT  VOLUNTARILY IMPLEMENTED VARIOUS CORPORATE GOVERNANCE MEASURES, IN
THE  ABSENCE  OF  WHICH,  SHAREHOLDERS MAY HAVE MORE LIMITED PROTECTIONS AGAINST
INTERESTED  DIRECTOR  TRANSACTIONS,  CONFLICTS  OF INTEREST AND SIMILAR MATTERS.

     Recent  Federal  legislation, including the Sarbanes-Oxley Act of 2002, has
resulted  in  the  adoption of various corporate governance measures designed to
promote  the  integrity  of the corporate management and the securities markets.
Some  of  these  measures  have  been adopted in response to legal requirements.
Others  have  been  adopted  by  companies  in  response  to the requirements of
national  securities  exchanges, such as the NYSE or The NASDAQ Stock Market, on
which  their securities are listed. Among the corporate governance measures that
are  required  under  the  rules of national securities exchanges are those that
address  board  of  directors'  independence, audit committee oversight, and the
adoption  of  a  code  of ethics.  Although we have adopted a Code of Ethics, we
have not yet adopted any of these other corporate governance measures and, since
our  securities are not yet listed on a national securities exchange, we are not
required to do so.  We have not adopted corporate governance measures such as an
audit  or other independent committees of our board of directors as we presently
do  not  have  any  independent directors.  If we expand our board membership in
future  periods  to  include  additional  independent  directors, we may seek to
establish  an  audit  and  other  committees  of  our board of directors.  It is
possible  that  if  we  were  to adopt some or all of these corporate governance
measures,  shareholders  would  benefit  from  somewhat  greater assurances that
internal corporate decisions were being made by disinterested directors and that
policies  had  been  implemented to define responsible conduct.  For example, in
the  absence  of  audit,  nominating and compensation committees comprised of at
least  a majority of independent directors, decisions concerning matters such as
compensation  packages  to  our senior officers and recommendations for director
nominees  may  be  made  by  a majority of directors who have an interest in the
outcome of the matters being decided.  Prospective investors should bear in mind
our  current  lack  of  corporate  governance  measures  in  formulating  their
investment  decisions.

<PAGE>
PROVISIONS OF OUR CERTIFICATE OF INCORPORATION AND BYLAWS MAY DELAY OR PREVENT A
TAKEOVER  WHICH  MAY  NOT  BE  IN  THE  BEST  INTERESTS  OF  OUR  SHAREHOLDERS.

     Provisions  of our certificate of incorporation and bylaws may be deemed to
have  anti-takeover  effects, which include when and by whom special meetings of
our  shareholders  may  be  called,  and  may delay, defer or prevent a takeover
attempt.  In  addition, certain provisions of Colorado law also may be deemed to
have certain anti-takeover effects which include that control of shares acquired
in  excess  of  certain  specified thresholds will not possess any voting rights
unless  these  voting  rights  are  approved  by  a  majority of a corporation's
disinterested  shareholders.

     In addition, our certificate of incorporation authorizes the issuance of up
to 10,000,000 shares of preferred stock with such rights and preferences, as may
be determined by our board of directors.  Of this authorized preferred stock, no
shares  are  currently  issued  and  outstanding.  Our  board  of directors may,
without  shareholder  approval,  issue  up  to  10,000,000  preferred stock with
dividends,  liquidation, conversion or voting rights that could adversely affect
the  voting  power  or  other  rights  of  our  common  shareholders.

OUR  COMMON  STOCK  HAS  EXPERIENCED  ONLY  EXTREMELY  LIMITED  TRADING.

     During the prior fiscal year, our common stock was quoted and traded on the
Pink  Sheets  under the symbol "AAVG."  Frequently, the volume of trading in our
common  stock  has  been  light,  and the prices and volumes at which our common
stock  has  traded  have  fluctuated fairly widely on a percentage basis.  Until
shares  of our common stock become more broadly held and orderly markets develop
and even thereafter, the prices of our common stock may fluctuate significantly.
Prices  for  our  common  stock will be determined in the marketplace and may be
influenced  by  many  factors,  including  the  following:

*     The  depth  and  liquidity  of  the  markets  for  our  common  stock;
*     Investor  perception  of  us  and  the  industry  in which we participate;
*     General  economic  and  market  conditions;
*     Responses  to  quarter-to-quarter  variations  in  operating  results;
*     Failure  to  meet  securities  analysts'  estimates;
*     Changes  in  financial  estimates  by  securities  analysts;
*     Conditions,  trends  or  announcements  in  our  industry;
*     Announcements  of  significant  acquisitions,  strategic  alliances, joint
      ventures  or  capital  commitments  by  us  or  our  competitors;
*     Additions  or  departures  of  key  personnel;
*     Sales  of  our  common  stock;
*     Accounting  pronouncements  or changes in accounting rules that affect our
      financial  statements;  and
*     Other  factors  and  events  beyond  our  control.

     The  market  price  of  our  common  stock  could  experience  significant
fluctuations unrelated to our operating performance.  As a result, a stockholder
(due  to  personal  circumstances)  may  be  required to sell such stockholder's
shares  of  our  common stock at a time when our stock price is depressed due to
random  fluctuations,  possibly  based  on  factors  beyond  our  control.

<PAGE>
THE  TRADING  PRICE  OF  OUR  COMMON  STOCK  MAY  ENTAIL  ADDITIONAL  REGULATORY
REQUIREMENTS,  WHICH  MAY  NEGATIVELY  AFFECT  SUCH  TRADING  PRICE.

         The trading price of our common stock historically has been below $5.00
per  share.  As  a  result  of  this price level, trading in our common stock is
subject  to  the  requirements of certain rules promulgated under the Securities
Exchange  Act  of  1934.  These  rules  require  additional  disclosure  by
broker-dealers  in connection with any trades generally involving any non-NASDAQ
equity security that has a market price of less than $5.00 per share, subject to
certain  exceptions.  Such  rules  require  the delivery, before any penny stock
transaction,  of a disclosure schedule explaining the penny stock market and the
risks  associated  therewith,  and impose various sales practice requirements on
broker-dealers who sell penny stocks to persons other than established customers
and  accredited  investors  (generally  institutions).  For  these  types  of
transactions,  the  broker-dealer  must  determine  the suitability of the penny
stock  for  the  purchaser  and  receive  the purchaser's written consent to the
transaction  before  sale. The additional burdens imposed upon broker-dealers by
such  requirements  may discourage broker-dealers from effecting transactions in
our  common  stock.  As  a consequence, the market liquidity of our common stock
could  be  severely  affected  or  limited  by  these  regulatory  requirements.

STOCKHOLDERS  HAVE  NO  GUARANTEE  OF  DIVIDENDS.

     The  holders of our Common Stock are entitled to receive dividends when, as
and  if  declared  by  the  Board  of  Directors  out of funds legally available
therefore.  To  date,  we  have  paid no cash dividends.  The Board of Directors
does  not intend to declare any dividends in the foreseeable future, but instead
intends  to retain all earnings, if any, for use in our business operations.  If
we  obtain  additional  financing,  our  ability  to  declare any dividends will
probably  be  limited  contractually.

ITEM  1B.  UNRESOLVED  STAFF  COMMENTS.

     Not  applicable.

ITEM  2.  PROPERTIES.

     Our  principal  executive offices are located in approximately 1,500 square
feet  of  executive  office  space.  Persons  with whom our management has other
business  relationships  are providing this space to us on a gratuitous, at-will
basis.  If  this  arrangement  were to end, we would be required to start paying
rent,  or  find  alternative  space,  or  both.
     For  information about our operational facilities, see "Item 1 - Business -
Location."

ITEM  3.  LEGAL  PROCEEDINGS.

     We  are  not  presently  a  party  to  any  pending  legal  proceeding.


<PAGE>
                                    PART II

ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND
ISSUER PURCHASES OF EQUITY SECURITIES.
     During the prior fiscal year, our common stock was quoted and traded on the
Pink  Sheets  under  the  symbol "AAVG."  The following table sets forth certain
information  as to the high and low bid quotations quoted on the Pink Sheets for
the  fiscal  years  ended  December 31, 2009 and December 31, 2010.  Information
with  respect  to  over-the-counter  bid  quotations  represents  prices between
dealers,  does  not  include retail mark-ups, mark-downs or commissions, and may
not  necessarily  represent  actual transactions.  Prices in the table take into
account  the  one-for-100 reverse split of our common stock that occurred in the
fall  of  2009.
                                     COMMON STOCK
                                     ------------
2009                                 HIGH      LOW
----                                 ----      ---
First Quarter                       $0.14     $0.05
Second Quarter                      $0.20     $0.06
Third Quarter                       $0.12     $0.022
Fourth Quarter                      $0.13     $0.0125

                                     COMMON STOCK
                                     ------------
2010                                 HIGH      LOW
----                                 ----      ---
First Quarter                       $.055     $.01
Second Quarter                      $.055     $.0025
Third Quarter                       $.021     $.0014
Fourth Quarter                      $.014     $.0043

     As  of  April  13,  2011,  we  had approximately 384 common shareholders of
record  and  208,270,834  common  shares  outstanding.

We have not paid any cash dividends on the common stock, and we do not intend to
pay  any  dividends  prior  to  the  consummation  of  a  business  combination.

<PAGE>
                          EQUITY COMPENSATION PLANS

     We  currently  do  not  have  any equity compensation plans under which our
equity  securities  are  authorized  for  issuance.

ITEM 6.  SELECTED FINANCIAL DATA.

     Not applicable.

ITEM  7  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF  OPERATIONS.

                                    GENERAL

     We  have  historically  been  an  independent  energy  company  focused  on
exploration  and development of oil and natural gas reserves.  With the level of
oil prices and our production oil near the beginning of 2009, none of wells were
producing sufficient to support our operations.  To that end, in 2009 we adopted
a  significant  change in our corporate direction.  We then decided to focus our
efforts on acquiring aviation related businesses and developing these businesses
to  their  commercial  potential.  In  this  connection, we entered into a Share
Exchange  Agreement fully by and between AvStar Aviation Services, Inc. ("AvStar
Services")  and  us,  providing  for  our  acquisition of all of the outstanding
common  stock  in  San  Diego  Airmotive ("SDA"), which (through its predecessor
entity)  has been providing maintenance, repair and overhaul ("MRO") services in
California  since  1987.

     Our current business plan is to acquire, consolidate and grow businesses in
the  general  aviation  industry. We placed our initial focus on 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  2010,  we expanded our business through the acquisition a charter
air  service  that  operates  from  South Florida to the Bahamas.  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 existing MRO's, fixed base
operations  (FBO),  charter  operations  and  other operational aircraft related
businesses.

                   CRITICAL ACCOUNTING POLICIES AND ESTIMATES

     Our  discussion  and  analysis  of  its  financial condition and results of
operations  as  of  December  31, 2010 are based upon its consolidated 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 our
estimates.  We  base the estimates on historical experience and on various other
assumptions  that  are  believed to be reasonable under the circumstances. These
estimates  and  assumptions  provide  a  basis  for  making  judgments about the
carrying  values  of  assets  and liabilities that are not readily apparent from
other  sources.  Actual  results may differ from these estimates under different
assumptions  or  conditions,  and  these  differences  may  be  material.

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

<PAGE>
                          Aviation Revenue Generation
                          ---------------------------

     Thru  Twin  Air Calypso Limited, Inc. AvStar derives revenue from scheduled
and  charter passenger and freight air carrier services to 5 destinations in the
"Family  Islands"  of  the  Bahamas.  The  other  islands  of  the  Bahamas  and
destinations  in  the  United  States  are  provided  on a charter basis. At the
present  time  all  of  these  flights  originate  form  Ft Lauderdale, Florida.
Customers  on  the scheduled flights are charged on a per seat basis and charter
customers  are charged for the entire aircraft. Freight customers are charged on
a  per  pound  basis adjusted by "dimensional weight", an industry wide accepted
policy.  Additional  charges  are  levied for priority handling. Other income is
derived  form  excess  luggage,  pets  and  special  handling  requests.

     Fluctuations  in  this revenue are principally caused by the seasonality of
the  vacation  tourist.  We  have taken steps to minimize this effect by heavily
promoting  the  business  of  the  local  resident,  second homeowners and local
businesses.

     Thru  Twin  Air  Calypso Services, Inc. AvStar derives revenue by providing
the  labor  and  parts  needed for the continued maintenance of general aviation
aircraft.  Labor  is  charged  on  a  per-hour  basis and parts are charged on a
cost-plus  basis.

     By  providing  maintenance  services  to  Twin  Air  Calypso  Limited, Inc.
fluctuations in this revenue is minimized. We are marketing our services heavily
to  the  retail  general aviation community to supplement our income and thereby
lowering  the  costs  to  our  other  operating  divisions.

     Essentially  all  of our revenue is either on a COD basis or paid by credit
card.  Our  risk  of  bad  debt  is  minimal.

                          Operating Expenses Overview
                          ---------------------------

     Our  consolidated  cost  of  sales  expenses  consist primarily of aircraft
leases,  insurance,  fuel,  parts,  repair  labor,  crew  labor, ground logistic
services,  and  labor  for  reservation  agents.  The general and administrative
expenses  consist  primarily  of  property  rentals,  administrative  labor,
communication  costs  and  employee  associated  costs.

     Due  to the unpredictable nature of the energy industry the cost of fuel is
the  most  variable of all the expenses. For this reason we have introduced fuel
surcharges  in  an  effort  to  mitigate the effect of these fluctuations on our
profits.  We have not experienced any difficulty in the supply or pricing of the
needed  parts  for the continued airworthiness of our aircraft. While the market
for  aircraft  insurance  is  limited  there  has not been any significant price
changes for the past several years. We are presently receiving proposals for our
upcoming  insurance  renewal. The current proposals are consistent with expiring
terms. The availability of skilled and unskilled labor force in South Florida is
adequate  to  provide  stable  labor  costs.

                     Estimates, Assumptions, and Judgments
                     -------------------------------------

     The  operation  of  our business requires us to make estimates, assumption,
and  judgments that affect our assets, liabilities, revenues and expenses. On an
on-going  basis  we evaluate our estimates, assumptions, and judgments and their
applicability  on our operations. We base our estimates on historical experience
and  on  various  other  assumptions  we  believe  to  be  reasonable  under the
circumstances.  We  consider  the  following  policies and their relation to our
operating  results  to  be  most  critical:

     *     The  availability  of  fuel  and  our  ability  to  control its cost;
     *     The  continued  support  of  the  aircraft  we  operate  by its
           respective manufacturer,
     *     The  policies  of  the  Bahamian  government  regarding  tourism,
     *     The  policies  of  the  United  States  government regarding
           international travel,
     *     The  ability  of management to identify the need to enter new markets
           and expand  existing  ones,
     *     The  ability  of  management  to  interrelate  with the various
           government agencies  which  effect  our  operations.

                        Oil and Gas Producing Activities
                        --------------------------------

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

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

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

                              Oil and Gas Revenues
                              --------------------

     Oil  and gas revenues are recorded under the sales method. We recognize oil
and  gas revenues as production occurs. As a result, we accrued revenue relating
to  production  for  which  we  have  not  received  payment.

                              RESULTS OF OPERATION

   Comparison of Year Ended December 31, 2010 to Year Ended December 31, 2009
   --------------------------------------------------------------------------

     Financial  results  for  the  year ended December 31, 2010 are not directly
comparable  to  financial  results for the year ended December 31, 2009.  During
August  2010,  we  completed  the  acquisition of Twin Air Calypso Limited, Inc.
("TAC Limited").  TAC Limited operates an air carrier service.  This acquisition
appreciably affected the financial results for the year ended December 31, 2010
compared to the financial results for the year ended December 31, 2009.

     REVENUES.  Revenues  were  $1,480,627  in  2010  consisting  of  $1,478,273
revenues  from  aviation  operations  and  $2,354  from  oil  and gas operations
compared to revenues of $666,196 in 2009 consisting of $660,947 in revenues from
aviation operations from SDA and $5,249 in revenues from oil and gas operations.
These revenues represent an increase from revenues from 2009 to 2010, largely
due to to the acquisition of TAC Limited during August 2010. The decrease in oil
and gas revenues from 2009 to 2010 resulted from a decrease in production.

<PAGE>
     EXPENSES.  Costs and expenses increased to $2,964,736 in 2010 from
$1,609,598  in  2009.  This  increase  in  costs  and  expenses reflects the
following:

     *     $1,172,565  in  costs  of  goods  sold in the 2010 from SDA's
           operation compared  to  $460,581  in  costs  of  goods  sold in 2009,
           with the substantial increase in costs of goods resulting from the
           increase in activity due to the acquisition of TAC Limited
     *     $1,129,330  in  selling,  general  and  administrative expenses in
           2010 compared  to  $380,264  in  these  expenses  in  2009, with the
           substantial increase in SGA resulting from the increase in activity
           due to the acquisition of TAC Limited
     *     $31,841 in  depletion  and  depreciation  in  2010  compared  to
           $137,613  in  these  expenses in 2009, with the substantial decrease
           in depletion and depreciation resulting from a lower asset base,
           which had been written down in 2009

     LOSS FROM OPERATIONS. Because of the increase in activity due to the
acquisition of TAC Limited, the Company's loss from operations increased to
$1,484,109 in 2010 from $943,402 in 2009.

     INTEREST EXPENSE. Interest expense declined slightly to $43,840 in 2010
compared to $45,588 in 2009.

     NET  LOSS.  After taking into account interest expense, the Company's net
loss increased to $1,527,949 (or $0.013 per share) in 2010 from $988,990 in
2009 (or $0.042 per share).

<PAGE>
                                  KNOWN TRENDS

     From  our  fifty  plus  years  of  experience  in  the Bahamian and general
aviation markets we have observed many trends and customs.  The general downturn
of the world economy in 2008 caused many real estate development ventures in the
Bahamas  to close operations. At the present time many of these developments are
planning  to  resume  operations  in  the near future.  We will be offering both
passenger  and  freight  services  to  these  companies.

     The  Bahamas  government  is  making  the  ownership of real estate and the
building  of  homes easier and more secure for non-Bahamians than at any time in
their  history.  This  is  of  great importance to AvStar because it expands the
non-seasonal  portion  of  our  market.

     The  number  and  nature  of competitors in our markets have changed in the
past  year.  The  difficult economic times of the past two years have eliminated
several  of  our  competitors and caused the larger air carriers to reduce their
operations  into  the  small  population  centers  we serve. This gives AvStar a
window  of  time  to  reinforce  our  position  in  the  market.

     The price of fuel, our largest operational cost component, will continue to
be  volatile  and  require  continual  monitoring  by  management.

     We  will be submitting our application to the DOT for commuter authority in
early  May  with  expected  approval  by  the 2011 fall/winter season. With this
approval  our  customer base and marketing exposure will significantly increase.

     The general aviation market will continue to be affected by fuel prices and
other  increased  operating  costs.  We have positioned ourselves to offer fuel,
labor  and  parts  to  the  general  aviation owner at reduced prices due to our
overhead  being  shared  between  two  entities.

                      LIQUIDITY AND CAPITAL RESOURCES

     As  of  December  31,  2010,  we  had  a  working  capital  deficiency  of
approximately  $874,956.  Currently, we have limited financial ability to pursue
our  new  business plan. In addition to stabilizing our two existing businesses,
our  immediate  financial  goal is to raise approximately $350,000 to complete
the  scheduled  maintenance and refurbishing of our remaining eight aircraft.
Although  we  are now seeking to raise this amount, we have no assurance that we
will  be  able  to do so. We believe that, once these aircraft are flying again,
our  goal  of  stabilizing our existing business can be accomplished, and we can
start  considering  the  resumption  of  our original business plan of acquiring
other  businesses.  Once the stabilization is accomplished (if at all), we begin
trying  to determine the scope of the business activities that we will pursue in
the  foreseeable  future. The amount of capital that we will need depends on the
scope of the business activities that we ultimately decide to pursue. This scope
is  uncertain  at  this  time.  However,  we know that we must obtain additional
financing to pursue our business plan at any level that we are likely to pursue.
We  are  currently  searching  for sources of financing, but we currently do not
have any binding commitments for, or readily available sources of, financing. We
cannot  assure  anyone that financing will be available to us when needed or, if
available, that such financing can be obtained on commercially reasonably terms.
If  we  do  not obtain financing we will be constrained to contract the scope of
our business plan. Under certain circumstances, we may be constrained to attempt
to  sell  some  of  our assets. However, we cannot assure anyone that we will be
able  to  find  interested  buyers or that the funds received from any such sale
would  be adequate to fund our activities. Under certain circumstances, we could
be  forced  to  cease our operations and liquidate our remaining assets, if any.

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

<PAGE>
                                Convertible Debt
                                ----------------

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

          DESIGNATION     ISSUANCE        ORIGINAL PRINCIPAL     MATURITY
          OF NOTE         DATE OF NOTE     AMOUNT OF NOTE       DATE OF NOTE
           -------        ------------     --------------       ------------
            First           4/19/2010          $50,000            1/21/2011
            Second           6/1/2010          $25,000            3/31/2011
            Third           8/31/2010          $40,000            6/2/2011
            Fourth         10/21/2010          $35,000            7/25/2011
            Fifth          12/20/2010          $45,000            9/22/2011
            TOTAL                             $195,000

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

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

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

<PAGE>
     Commencing October 25, 2010, Holder began converting some of the Notes.  As
of the date of the Report, Holder had converted an aggregate principal amount of
the  Notes  equal to $87,000 into 49,871,292 shares of our common stock, leaving
an  aggregate  outstanding principal amount of the Notes equal to $108,000 as of
April  1, 2011.  The First and Second Notes have been fully converted, while the
Third  Note  has  been  partially  converted.

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

     We  have  outstanding  the  following  notes that became due and payable on
December  1,  2008.  These  notes  have  an  aggregate principal amount totaling
$624,771  plus aggregate accrued interest of $99,197 as of April 13, 2011.
We  are  currently  exploring  ways  to  satisfy  these  amounts.

(a)     Note  payable  to  Mary  Pollock  Merritt,  daughter of our former chief
executive officer.  This note bears interest at rates of 12% per year and became
due  on  December  31,  2008.  This  note  is  not  collateralized.  The current
outstanding balance on this note as of April 13, 2011 was $111,691, plus
accrued  interest.

(b)     Note  payable to Charles Pollock, our former chief executive officer and
a  significant stockholder of ours. This note bears interest of 12% per year and
became  due on December 31, 2008.  This note is not collateralized.  The current
outstanding  balance  on  this  note  as of April 13, 2011 was $400,911, plus
accrued  interest.

(c)     Note  payable  to  Mark  Weller,  our former president and a significant
stockholder  of ours. This note bears interest of 12% per year and became due on
December 31, 2008.  This note is not collateralized.  The outstanding balance on
this  note  as  of  April  13,  2011  was  $112,169,  plus  accrued interest.

                         Off-balance Sheet Arrangements
                         ------------------------------

     During  the  year  ended  December  31,  2010,  we had no off balance sheet
arrangements.

                               Oil and Gas Assets
                               ------------------

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

<PAGE>
ITEM 7A  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS

     Not applicable.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To the Board of Directors
AvStar Aviation Group, Inc.
Houston, Texas




            REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To the Board of Directors
AvStar Aviation Group, Inc.
Houston, Texas

I have audited the accompanying consolidated statements of financial position of
AvStar Aviation Group, Inc.
as  of  December  31,  2010 and 2009, and the related consolidated statements of
operations,  consolidated  statement  of  shareholders' deficit and consolidated
statements  of  cash  flows for the years then ended. These financial statements
are  the  responsibility  of  the  Company's management. My responsibility is to
express  an  opinion  on  these  financial  statements  based  on  my  audit.

I  conducted  my  audit  in  accordance  with  standards  of  the Public Company
Accounting  Oversight Board (United States). Those standards require that I plan
and perform the audit to obtain reasonable assurance about whether the financial
statements  are  free  of  material misstatement. The Company is not required to
have,  nor  was  I  engaged  to  perform,  an audit of its internal control over
financial  reporting.  My  audit included consideration of internal control over
financial  reporting  as  a  basis  for  designing  audit  procedures  that  are
appropriate  in  the  circumstances,  but  not  for the purpose of expressing an
opinion  on  the  effectiveness of the Company's internal control over financial
reporting.  Accordingly, I express no such opinion. An audit includes examining,
on  a  test  basis,  evidence  supporting  the  amounts  and  disclosures in the
financial statements. An audit also includes assessing the accounting principles
used  and  significant  estimates  made by management, as well as evaluating the
overall  financial  statement  presentation.  I believe that my audit provides a
reasonable  basis  for  my  opinion.

In my opinion, the financial statements referred to above present fairly, in all
material respects, the consolidated financial position of AvStar Aviation Group,
Inc. as of December 31, 2010 and 2009, and the results of its operations and its
cash flows for the year then ended in conformity with accounting principles
generally accepted in the United States of America.

The  accompanying  financial  statements  have  been  prepared assuming that the
Company  will  continue  as  a  going  concern.  As  discussed  in Note 2 to the
financial  statements,  the  Company  has  suffered  significant losses and will
require  additional capital to develop its business until the Company either (1)
achieves  a  level  of  revenues adequate to generate sufficient cash flows from
operations; or (2) obtains additional financing necessary to support its working
capital  requirements.  These  conditions  raise  substantial  doubt  about  the
Company's  ability to continue as a going concern.  Management's plans in regard
to  these  matters are also described in Note 2. The financial statements do not
include  any adjustments that might result from the outcome of this uncertainty.


 Clay Thomas, P.C.
--------------------
Clay Thomas, P.C.
www.claythomaspc.com
Houston, Texas
April 15, 2011

<PAGE>

                       AVSTAR AVIATION GROUP, INC.
              CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
             For the Years Ended December 31, 2010 and 2009

                       ASSETS                           2010          2009

Current Assets
    Cash                                                5,648          4,565
    Accounts Receivable                               146,826         23,950
    Parts and Inventory                                 4,858         27,916
    Prepaid Expenses                                   11,008          8,301
                                                     -----------------------

Total Current Assets                                  168,340         64,732

Property and Equipment
    Proven Oil and Gas Properties, Net of
    Accumulated Depletion of $303,794 and
    $299,766 in 2010 and 2009, respectively)           5,280          37,121
    Unproven Oil and Gas Properties                        -               -
    Furniture and Equipment, Net of Accumulated
    Depreciation of $43,313                            4,540          19,537
Investment in subsidiary                             781,841
                                                    ------------------------
Total Other Assets                                   791,661          56,658
                                                    ------------------------
Total Assets                                         959,999         121,388
                                                    ========================

LIABILITIES AND STOCKHOLDERS' DEFICIT

Current Liabilities
    Accounts Payable                                 83,189          163,389
    Accrued Interest Payable to Related Parties      99,197           99,197
    Notes Payable to Related Parties                477,336           11,900
    Accrued Liabilities                             383,574          115,978
                                                   -------------------------

Total Current Liabilities                         1,043,296          390,464

Long-Term Debt to Related Parties                 1,057,477          659,771
Asset Retirement Obligation                               -                -
                                                  --------------------------

Total Liabilities                                 2,100,773        1,050,235


Stockholders' Deficit
Common Stock at $.001 par value; 500,000,000
shares authorized;  and 176,899,542 and
65,728,490 issued and outstanding in 2010
and 2009, respectively                             176,900            65,729
Additional Paid in Capital                      21,441,852        20,237,001
Accumulated Deficit                            (22,759,526)      (21,231,577)
                                               -----------------------------

Total Stockholders' Deficit                     (1,140,774)         (928,847)
                                               -----------------------------
Total Liabilities and Stockholders' Deficit        959,999           121,388
                                               =============================

<PAGE>
                         AVSTAR AVIATION GROUP, INC.
                     CONSOLIDATED STATEMENTS OF OPERATIONS
                 FOR THE YEARS ENDED DECEMBER 31, 2010 AND 2009

                                                    2010            2009

Revenue From Aviation Operations                 1,478,273           660,947
Oil and Gas Revenue                                  2,354             5,249
                                               -----------------------------
                                                 1,480,627           666,196
Costs and Expenses:
Costs of Goods Sold                              1,172,565           460,581
Production Tax                                           -               140
Selling, General and Administrative              1,129,330           380,264
Depletion and Depreciation                          31,841           137,613
Stock Based Compensation                           631,000           631,000
                                              ------------------------------

Total Costs and Expenses                         2,964,736         1,609,598
                                              ------------------------------
Loss From Operations                            (1,484,109)         (943,402)

Other Income (and Expenses)
Interest Expense                                   (43,840)          (45,588)
                                              ------------------------------

Net Loss                                        (1,527,949)         (988,990)
                                              ==============================

Weighted Average Common Shares Outstanding     116,218,621        23,315,439

Basic and Diluted Net Loss Per Share                (0.013)           (0.042)
<PAGE>
                          AVSTAR AVIATION GROUP, INC.
                CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT



                               Common            Additional  Accumu-    Total
                    Preferred  Stock             Paid-in     lated Stockholders'
                    Shares    Shares    Amount   Capital     Deficit  Deficit
                    ------    ------    ------   -------     -------- --------

Balances as of
December 31 2008           365,499,544 365,500 18,521,904 (19,522,753) (635,350)

Stock Issued For
Services                   125,000,000 125,000    360,594           -   485,594

Issuance of
Preferred Shares 1,000,000

Reverse Split
100 for 1                (485,594,446)(485,594)         -          -   (485,594)

Stock Issued For
Service Post-Split                235

Conversion of
Preferred
Shares         (1,000,000) 50,000,000   50,000   709,907    (719,834)    40,073

Stock issued
for compensation           10,100,000   10,100   482,439                492,439

Stock Issue for
Repayment of loan HLS
issue 12-04-09                723,157      723   136,676                137,399

Imputed Interest                                  25,481                 25,481

Net Income (Loss)                                          (988,990)   (988,990)
               ----------------------------------------------------------------
Balances as of
December 31 2009       -  65,728,490    65,729 20,237,001(21,231,577)  (928,847)

Stock issued for
Compensation              15,000,000    15,000    435,500               450,500

Stock issued for
Services                  36,721,052    36,721    177,630               214,351

Stock issued for
Forbearance                1,600,000     1,600     37,340                38,940

Stock issued for
Reduction of Debt         14,000,000    14,000     21,000                35,000

Stock issued for
Debt Conversion           25,500,000    25,500    221,500               247,000

Stock issued for
Acquisition               18,350,000    18,350    271,040               289,390

Imputed Interest                                   40,841                40,841

Net Income (Loss)                                       (1,527,949)  (1,527,949)
               ----------------------------------------------------------------
Balances as of
December 31 2010      - 176,899,542  176,900 21,441,852 (22,759,526) (1,140,774)
              =================================================================


<PAGE>
                        AVSTAR AVIATION GROUP, INC.
                      CONSOLIDATED STATEMENT OF CASH FLOWS
                   FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2008

                                                       2010          2009

Cash Flows From Operating Activities:
Net Loss                                           (1,527,949)      (988,990)

Adjustments to Reconcile Net Loss to Net Cash
(used in) Operating Activities:
    Depletion and Depreciation Expense                 46,520        137,613
    Impairment of Oil and Gas Properties                    -              -
    Stock Based Compensation                          780,524        655,741
    Accrued liabilities                               150,411
    Accounts Receivable                              (104,702)         5,694
    Accounts Payable and Accrued Liabilities          561,647        141,746
    Other                                             (15,241)        38,007
                                                   -------------------------

Net Cash (used in ) Operating Activities             (108,790)       (10,189)

Cash Flows (used in) Investing Activities:
Investment in Subsidiary                             (739,662)
Capital and Exploratory Expenditures                   (4,540)         5,726
                                                   -------------------------
      Net Cash (used in) Investing Activities        (744,202)         5,726

Cash Flows From Financing Activities:
Proceeds From Sale of Common Stock                         -               -
Proceeds From Notes Payable                          854,075
                                                  --------------------------

Net Cash Provided By (used in) Financing
Activities                                           854,075               -
                                                 ---------------------------
   Net Change in Cash and Cash Equivalents             1,083          (4,463)

Cash and Cash Equivalents at Beginning of Year         4,565           9,028
                                                ----------------------------
  Cash and Cash Equivalents at End of Year             5,648           4,565
                                                ============================

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

1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

ORGANIZATION
------------

AvStar Aviation Group, Inc. (the "Company") is a Colorado corporation that has
historically engaged in oil and gas exploration and development. The Company was
originally incorporated in 1997 as Zip Top, Inc. and subsequently adopted a name
change to Pangea Petroleum Corporation. On April 26, 2000, the Company was
recapitalized when the Company acquired the non-operating public shell, Segway
II Corporation. Segway II Corporation had no significant assets or liabilities
at the date of acquisition and, accordingly, the transaction was accounted for
as a recapitalization. In February 2009, the Company adopted a significant
change in its corporate direction by deciding to focus its efforts on acquiring
aviation related businesses and developing these businesses to their commercial
potential. The Company subsequently changed its name to AvStar Aviation Group,
Inc. on September 21, 2009.

Our company, AvStar Aviation Group, Inc., is a Colorado Corporation that was
organized on March 11, 1997.  For a number of years, we conducted business as an
independent energy company focused on exploration and development of oil and
natural gas reserves.  For reasons given hereinafter, in early 2009 we adopted a
significant change in our corporate direction.  We decided to focus our efforts
on acquiring aviation related businesses and developing these businesses to
their commercial potential.

In connection with the change in our business focus, we undertook the following
activities:

We entered into a Share Exchange Agreement fully executed on February 20, 2009
(the "Exchange Agreement") by and between us and AvStar Aviation Services, Inc.
("AvStar Services"), providing for our acquisition of all of the outstanding
common stock in San Diego Airmotive ("SDA"), which (through its predecessor
entity) has been providing maintenance, repair and overhaul ("MRO") services in
California since 1987.  For more information about the business of SDA, see "Our
Business" below.  In connection with this acquisition, we issued to AvStar
Services, the prior owner of SDA, 1.0 million shares of our newly-created series
A preferred stock ("Series A Preferred Stock"), which shares constituted in the
aggregate over 90% of outstanding economic interest and voting power in us.

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.   The assigned assets included general shop equipment.  No
liabilities were assumed in connection with the transaction.  These assets were
assigned in consideration of 750,000 shares of our common stock, which had an
aggregate market value of $20,250 based on the closing price of our common stock
on the date of the transaction.  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 have been offered out of North Perry Field in Pembroke Pines, Florida
in Broward County.  The impetus for the transaction was the then recent
termination of SDA's Hangar Sublease at French Valley Airport in Southern
California and the perception that the continuation of the business historically
conducted by SDA in Florida was advisable in view of the perceived greater
strength of the local Florida economy relative to the local California market in
which SDA had historically provided services.

On August 19, 2010, we completed a transaction in which we acquired all of the
outstanding stock in Twin Air Calypso Limited, Inc. ("TAC Limited").  TAC
Limited operates an air carrier service from South Florida to the Bahamas with
access to eight aircraft.  We acquired TAC Limited 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
near future.  Because of amounts previously paid, we were not required to pay
any cash at closing. The 18.0 million shares of our common stock had an
aggregate market value of $270,000 based on the closing price of our common
stock on the date of the transaction.  The acquired assets consisted primarily
of the rights of TAC Limited under an aircraft lease agreement covering seven
aircraft and an FAA Certified Part 135 permit.  The only liabilities in effect
assumed in connection with the acquisition were the liabilities and obligations
of the lessee under the preceding aircraft lease agreement.

The agreement governing the acquisition of TAC Limited (the "Stock Agreement")
contained a non-competition agreement, prohibiting the stockholders of TAC
Limited from competing with us.  This non-competition agreement lasts for a
period commencing on the closing of the acquisition and ending on the later to
occur of five years.  The Stock Agreement also contained fairly customary
representations, warranties and indemnifications, as well as other general terms
and conditions typically governing stock sales and purchases.

Prior to the consummation of the Exchange, there were no material relationships
between us, and our former officers, directors, affiliates, associates or
shareholders, and AvStar Services, and its officers, directors, affiliates,
associates or shareholders.

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

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

Effective January 1, 2009, AvStar Aviation adopted the authoritative guidance
for Fair Value Measurements and Disclosures which establishes a formal framework
for measuring fair value under GAAP.  It defines and docifies the many
definitions of fair value included among various other authoritative literature,
clarifies and, in some instances, expands on the guidance for implementing fair
value measurements, and increases the level of disclosure required for fair
value measurements.  Although SFAS 157 applies to and amends the provisions of
existing FASB and AICPA pronouncements, it does not, of itself, require any new
fair value measurements, nor does it establish valuation standards.  SFAS 157
applies to all other accounting pronouncements requiring or permitting fair
value measurements, except for SFAS No. 123 (F), share-based payment and related
pronouncements, the practicability exceptions to fair value determinations
allowed by various other authoritative pronouncements, and AICPA Statements of
Position 97-2 and 98-9 that deal with software revenue recognition.  This
statement is effective for financial statements issued for fiscal years
beginning after November 15, 2007, and interim periods within those fiscal
years.  Management does not believe the adoption of SFAS 157 will have a
material impact on the Company's financial condition or results of operations.

Effective January 1, 2009, AvStar Aviation adopted the authoritative guidance
for Financial Instruments which is an elective, irrevocable election to measure
eligible financial instruments and certain other assets and liabilities at fair
value on an instrument-by-instrument basis.  The election may only be applied at
specified election dates and to instruments in their entirety rather than to
portions of instruments.  Upon initial election, the entity reports the
difference between the instruments' carrying value and their fair value as a
cumulative-effect adjustment to the opening balance of retained earnings.  At
each subsequent reporting date, an entity reports in earnings, unrealized gains
and losses on items for which the fair value option has been elected.  SFAS 159
is effective for financial statements issued for fiscal years beginning after
November 15, 2007, and is applied on a prospective basis.  Early adoption of
SFAS 159 is permitted provided the entity also elects to adopt the provisions of
SFAS 157 as of the early adoption date selected for SFAS 159.  The Company has
elected not to adopt the provisions of SFAS 159 at this time.

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

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

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

MAINTENANCE & REPAIR AND AIR CARRIER ACTIVITIES
-----------------------------------------------

Twin Air Calypso Services, Inc., our indirect, wholly-owned Florida subsidiary
(the "MRO Subsidiary") conducts our business of providing maintenance, repair
and overhaul ("MRO") products and services for aircraft in the general aviation
sector. The MRO Subsidiary was the result of the consolidation on April 8, 2010
of our subsidiary San Diego Airmotive ("SDA") and Miami Aviation Maintenance Co.
("MAMCO"). SDA (through its predecessor entity) had been providing MRO services
in California since 1987, while MAMCO commenced its operations in 2001 and
continued them until the time of the consolidation, but for an approximately
18-month period during which MAMCO ceased providing services.  The services are
being offered out of North Perry Airport in Pembroke Pines, Florida in Broward
County.

After the move of our MRO business from southern California to Florida, we "jump
started" our transition by establishing an exclusive maintenance, fueling and
ground support contract with the Air Carrier Subsidiary, a company discussed in
the next section that we eventually acquired in August 2010.  We are in the
process of developing new customer relationships, and thus far we have had
limited success.

 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 has recently entered
into lease negotiations regarding a fuel truck, pursuant to which the MRO
Subsidiary could offer to sell fuel to third parties.  This truck will also
provide fuel to the Air Carrier Subsidiary (discussed immediately below) at
discounted rates, enabling the subsidiary to realize fuel cost savings.  All
training regarding the operation of the fuel truck and the fire inspector's
inspection have been completed, and commencement of sales by this truck is
contingent solely upon the completion of negotiations regarding its lease to the
MRO Subsidiary.  We have no assurance that we will be able to complete the lease
of the fuel truck and commence sales of fuel with it.

Twin Air Calypso Limited, Inc., our wholly-owned Florida subsidiary (the
"Charter Air Subsidiary"), conducts our charter air service business. We
acquired the Air Carrier Subsidiary on August 19, 2010.  The Air Carrier
Subsidiary operates an air carrier service from South Florida to the Bahamas
utilizing eight leased aircraft.  It has regular flights of both passengers and
cargo to two destinations on the island of Abaco and three destinations on the
island of Eleuthera.  The Air Carrier Subsidiary also flies to other
destinations in the Bahamas on a charter basis.

We lease seven aircraft pursuant to an aircraft lease agreement (the "Lease
Agreement") with Aircraft Charters, LLC, an entity controlled by Kenneth W.
Langston, who was an equity owner of MAMCO and TAC Limited.  The start date of
the Lease Agreement was February 2010, and the Lease Agreement has a term of
five years, subject to earlier termination upon lessee default.  Our monthly
rental rate per aircraft is $2,150.  The aircraft are being leased on an "AS IS,
WHERE IS" basis.  The Lease Agreement contains customary representations and
warranties on our part, customary affirmative and negative covenants on our
part, and customary events of default that entitle the lessor to terminate the
Lease Agreement.


OIL AND GAS PRODUCING ACTIVITIES
--------------------------------

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


OTHER PROPERTY AND EQUIPMENT
----------------------------

Property and equipment is stated at cost. Depreciation is computed using the
straight-line method over the estimated useful lives of 3 to 5 years for office
furniture and equipment and transportation and other equipment. Additions or
improvements that increase the value or extend the life of an asset are
capitalized. Expenditures for normal maintenance and repair are expensed as
incurred. Disposals are removed from the accounts at cost less accumulated
depreciation and any gain or loss from disposition is reflected in operations.

OIL AND GAS REVENUES
--------------------

Oil  and  gas revenues are recorded under the sales method. We recognize oil and
gas  revenues  as production occurs. As a result, we accrued revenue relating to
production  for  which  we  have  not  received  payment.

IMPAIRMENT OF LONG-LIVED ASSETS
-------------------------------

In the event facts and circumstances indicate the carrying value of a long-lived
asset, including associated intangibles, may be impaired, an evaluation of
recoverability is performed by comparing the estimated future undiscounted cash
flows associated with the asset to the asset's carrying amount to determine if a
write-down to fair market value or discounted cash flow is required. Based upon
a recent evaluation by management, an impairment write-down of the Company's
long-lived assets was recorded to write such assets down to their estimated net
realizable value resulting in an impairment expense of $137,613 and $42,926 in
2009 and 2008, respectively.

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

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

CONCENTRATION OF CREDIT RISK 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 by maintaining deposits in a financial institution,
which may at times exceed the amounts covered by insurance provided by the
United States Federal Deposit Insurance Corporation ("FDIC") The Company has not
experienced any losses on deposits.

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

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

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

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

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

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

2. GOING CONCERN CONSIDERATIONS

Since its inception, the Company has suffered recurring losses from operations
and has been dependent on existing stockholders and new investors to provide the
cash resources to sustain its operations. During the years ended December 31,
2010 and 2009, the Company reported losses of $(1,527,949)  and $ (988,990),
respectively. These conditions raise substantial doubt as to the Company's
ability to continue as a going concern.

The Company developed a multi-step plan and during 2009 and 2010 took actions to
improve its financial position and deal with its liquidity problems. The final
steps of the plan are still being developed, but may include additional private
placements of the Company's common stock, and efforts to raise additional debt
financing or equity offerings.

The Company's long-term viability as a going concern is dependent on certain key
factors, as follows:- The Company's ability to obtain adequate sources of
outside financing to support near term operations and to allow the Company to
continue forward with current strategic plans.

The Company's ability to ultimately achieve adequate profitability and cash
flow to sustain operations.

The consolidated financial statements do not include any adjustments that might
be necessary if the Company is unable to continue as a going concern.

3. OIL AND GAS PROPERTIES

Oil and gas properties consist consisted of the following at December 31, 2009:

Oil and gas properties                              309,074

Less accumulated depletion                         (271,953)
                                                  ---------
Net oil and gas properties                         $ 37,121
                                                  =========

During the years ended December 31, 2009 and 2008, the Company recorded dry
hole, abandonment and impairment charges of $137,613 and $42,926, respectively.
At December 31, 2009, the Company had working interests in two wells.

4. PROPERTY AND EQUIPMENT
-------------------------

Property and equipment consists of the following at December 31, 2009:

Office equipment                  3 to 5 years                $33,174
Furniture and fixtures            3 to 5 years
                                                              -------
                                                               33,174

Less accumulated depreciation                                 (13,638)
                                                              -------
Net property and equipment                                    $19,536
                                                              =======


5. INCOME TAXES

The Company has incurred losses since its inception and, therefore, has not been
subject to federal income taxes. As of December 31, 2009, the Company had net
operating loss ("NOL") carryforwards for income tax purposes of approximately
$8,240,528, which expire in various tax years through 2027. Additionally,
because United States tax law limits the time during which NOL carryforwards may
be applied against future taxable income, the Company will, in all likelihood,
be unable to take full advantage of its NOLs for federal income tax purposes
should the Company generate taxable income.

The composition of deferred tax assets and the related tax effects at December
31, 2010 are as follows:

Net operating losses                                  $3,081,173

Less valuation allowance                              (3,081,173)
                                                      ----------
                        Net deferred tax asset        $
                                                      ==========

6. COMMITMENTS AND CONTINGENCIES

LEASE
-----

Our principal executive offices are located in approximately 2,000 square feet
of executive office space.  Entities with whom our management has other business
relationships are providing this space to us on a gratuitous, at-will basis.  If
this arrangement were to end, we would be required to start paying rent, or find
alternative space, or both.

EMPLOYMENT AGREEMENT
--------------------

     The Company currently has employment agreements now in effect with two of
our Named Executive Officers.

We have an employment agreement dated May 5, 2010 between our subsidiary Twin
Air Calypso Limited, Inc. (the "Air Carrier Subsidiary") and Clayton I. Gamber,
our president and Chief Executive Officer (the "Gamber Employment Agreement").
The Gamber Employment Agreement provides for a term of five years that commenced
in May 2010, subject to earlier termination by the MRO Subsidiary upon certain
customary events.  It provides that Mr. Gamber will receive a weekly salary of
$1,250, and will be entitled to participate in any and all employee benefit
plans now existing or hereafter established for the MRO Subsidiary's employees,
provided that he meets the eligibility criterion therefor, and provided further
that Mr. Gamber will be entitled to appropriate medical insurance in all cases.
If we are successful in raising additional funds or improving significantly our
financial performance, management expects that Mr. Gamber and the Company will
re-negotiate the Gamber Employment Agreement with a salary closer to market
levels, consistent with any restrictions on salaries imposed by any investors
providing the additional funds.

We have an employment agreement dated September 1, 2010 with Henry A. Schulle, a
Vice President and the Corporate Secretary (the "Schulle Employment Agreement").
The Schulle Employment Agreement Provides for a term of five years that
commenced in September 2010, subject to earlier termination by the Company upon
certain customary events.  It provides that Mr. Schulle will receive a monthly
salary of $4,350.00, and will be entitled to participate in any and all employee
benefit plans now existing or hereafter established for the Subsidiary's
employees, provided that he meets the eligibility criterion therefor, and
provided further that Mr. Schulle will be entitled to appropriate medical
insurance in all cases.  If we are successful in raising additional funds or
improving significantly our financial performance, management expects that Mr.
Schulle and the Company will re-negotiate the Schulle Employment Agreement with
a salary closer to market levels, consistent with any restrictions on salaries
imposed by any investors providing the additional funds.

     During a part of fiscal 2010, we had in effect an employment agreement
dated March 17, 2010 with Russell Ivy, our former president and Chief Executive
Officer (the "Ivy Employment Agreement").  The Ivy Employment Agreement had a
one-year term, possibly subject to earlier termination by either Mr. Ivy or the
Company upon notice to the other.  Under the Ivy Employment Agreement, Mr. Ivy
was to receive an annual salary of $37,500, which represented a significant
reduction from a salary that Mr. Ivy had heretofore been receiving pursuant to a
verbal employment agreement.  Furthermore, per the Ivy Employment Agreement, we
agreed to issue to Mr. Ivy, 15.0 million shares of our common stock as an
inducement to Mr. Ivy to enter into the written employment agreement.  Mr. Ivy
was also entitled to participate in any and all employee benefit plans now
existing or hereafter established for our employees, provided that he met the
eligibility criterion therefor.  The Ivy Employment Agreement replaced a verbal
employment agreement with Mr. Ivy, pursuant to which Mr. Ivy was to receive a
salary in the amount of $15,000 per month.  Because of our lack of funds, Mr.
Ivy received none of his salary in 2009, but all of his salary was accrued.  In
addition, Mr. Ivy received 4.0 million shares of our common stock as a sign-on
bonus at a time when these shares had a value of $240,000 based on the closing
price of our shares on the date of grant.  The Ivy Employment Agreement
terminated in September 2010.


7. STOCKHOLDERS' EQUITY

PREFERRED STOCK
---------------

The Company's articles of incorporation authorize the issuance of up to
10,000,000 shares of series preferred stock, with a par value of $.001 and other
characteristics determined by the Company's board of directors. As of December
31, 2010, there was no preferred stock issued or outstanding.

COMMON STOCK
------------

During the year ended December 31, 2010, the Company issued shares as
compensation to employees and consultants.

During January 2010 the Company issued 600,000 shares of its common stock to CMS
Capital to resolve temporarily certain disagreements between this firm and the
Company.

During February 2010, the Company issued 521,052 shares of its common stock to
SMT Trust in cancellation of debt in the amount of $99,000 owed by the Company
to Henry L. Schulle.

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.

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 Company in connection with the sale of its assets to Twin
Air Calypso Services, Inc.

During June 2010, the Company issued 4,000,000 shares of its common stock to an
attorney for legal services previously provided having a value to be determined.

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 deduction of $12,500 of the
indebtedness represented by this note.

During August 2010, the Company issued an aggregate of 23 million shares of its
common stock for the following purposes:

*5 million shares of its common stock to Henry A. Schulle for services as a
founder of the Company and as an incentive for him to sign an employment
agreement

*11.3 million shares of its common stock to Clayton I. Gamber and Robin V.
Gamber JTTEN
in connection with the acquisition of Twin Air Calypso Limited, Inc. and Twin
Air Calypso Services, Inc.

*6.3 million shares of its common stock to Kenneth W. Langston in connection
with the
acquisition of Twin Air Calypso Limited, Inc. and Twin Air Calypso Services,
Inc.

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 of $12,500
of the indebtedness represented by the note.


STOCK OPTIONS
-------------

The Company periodically issues incentive stock options to key employees,
officers, and directors to provide additional incentives to promote the success
of the Company's business and to enhance the ability to attract and retain the
services of qualified persons.  The Board of Directors approves the issuance of
such options. The exercise price of an option granted is determined by the fair
market value of the stock on the date of grant.

A summary of the Company's stock option activity and related information for the
years ended December 31, 2010 and 2009 follows:

                                   NUMBER OF       EXERCISE     WEIGHTED
                                    SHARES          PRICE        AVERAGE
                                    UNDER                       EXERCISE
                                    OPTION                       PRICE
--------------------------------------------------------------------------------

Balance outstanding at:
   December 31, 2009               350,000       $0.20-$1.00    $0.56

Balance outstanding at:
   December 31, 2010                1,000        $0.50          $0.50

All outstanding stock options are exercisable at December 31, 2010. A summary of
outstanding stock options at December 31, 2010 follows:

                    REMAINING        EXPIRATION       REMAINING      EXERCISE
                   NUMBER OF COMMON     DATE          CONTRACTED      PRICE
                  STOCK EQUIVALENTS                    LIFE
                                                      (YEARS)
--------------------------------------------------------------------------------

                       1,000       January 2010         0.08           $0.50

In connection with the acquisition of Twin Air Calypso Limited, Inc. ("TAC
Limited"), and in order to effectuate a verbal agreement and understanding that
they had made some time ago, we and the stockholders of TAC Limited 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 TAC Limited 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.

Effective June 1, 2005, the Company adopted the 2005 Equity Compensation Plan
(the "Plan") under which stock in lieu of cash compensation awards may be
granted from time to time to employees and consultants of the Company. The Plan
allows for grants to other individuals contributing to the success of the
Company at the discretion of the Company's board of directors. The purpose of
the Plan is to provide additional incentives to promote the success of the
Company and to enhance the Company's ability to attract and retain the services
of qualified individuals. The Company reserved 25,000,000 shares of stock for
issuance under the Plan.   No further shares are currently available for
issuance pursuant to the Plan.
There are no non-vested shares at December 31, 2010.

STOCK WARRANTS
--------------

The Company did not grant any warrants in 2009 or 2010.

STOCK WARRANTS
--------------

A summary of the Company's stock warrant activity and related information for
the years ended December 31, 2010 and 2009 follows:

                        NUMBER OF SHARES               EXERCISE     AVERAGE
                         UNDER WARRANT                  PRICE       WEIGHTED
                                                                     PRICE
--------------------------------------------------------------------------------

Warrants outstanding at:
     December 31, 2008     21,935,387               $0.008-$0.015   $0.01

     Issued                        0
     Exercised                     0
     Expired              10,910,387

Warrants outstanding at:
     December 31, 2009    11,025,000               $0.01-$0.015    $0.014

     Issued                        0
     Exercised                     0
     Expired               2,025,000

Warrants outstanding at:
     December 31, 2010        90,000

All stock warrants are exercisable at December 31, 2010.  A summary of
outstanding stock warrants at December 31, 2010 follows:


                        REMAINING         EXPIRATION      REMAINING    EXERCISE
                      NUMBER OF COMMON      DATE          CONTRACTED     PRICE
                     STOCK EQUIVALENTS                      LIFE
                                                           (YEARS)
--------------------------------------------------------------------------------

                           20,000        January 2012        1.08       $0.01

                           70,000        February 2012       1.17       $0.015


8. SUBSEQUENT EVENTS
--------------------

In the fourth quarter of 2010 the Company entered discussions with Aircraft
Charters, LLC ("Aircraft Charters") for the acquisition of a thirty-five percent
interest in the LLC.  A Letter of Intent has been presented to Aircraft
Charters, and the transaction is proposed for closing in late May 2011.

ITEM  9.  CHANGES  IN  AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING AND
FINANCIAL  DISCLOSURE.

     There  have  been  no  changes  in  or  disagreements  with  accountants on
accounting  and  financial  disclosure.

ITEM 9A(T). 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 Principal 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
Exchange  Act  is  accumulated and communicated to our management, including its
Chief  Executive  Officer  and  Chief Financial Officer, as appropriate to allow
timely  decisions  regarding  required  disclosure.  Management  identified
significant  deficiencies  with respect to the timely public reporting of events
requiring  such  reporting.  During  2010,  these deficiencies caused us to file
late  five  Current  Reports on Form 8-K.  Some of these instances resulted from
the  failure  of  relevant  company  personnel to understand the need for prompt
disclosure.  As  funds  are  available  therefore,  we  intend  to institute the
following  corrective  action  to  ensure  that  such events are timely reported
publicly:

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

Because  the  implementation of the preceding corrective action will begin after
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.

Notwithstanding  management's  assessment  that  our  disclosure  controls  and
procedures  were  not  effective  as  of  December 31, 2010, and the significant
deficiencies  described  above,  we believe that this Annual Report on Form 10-K
and the consolidated financial statements included in this Annual Report on Form
10-K  correctly  present our financial condition, results of operations and cash
flows  for  the  fiscal  years  covered  thereby  in  all  material  respects.

<PAGE>
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.

MANAGEMENT'S  ANNUAL  REPORT  ON  INTERNAL  CONTROL  OVER  FINANCIAL  REPORTING

     Our  management  is  responsible  for establishing and maintaining adequate
internal  control  over  financial reporting (as defined in Rule 13a-15(f) under
the  Exchange  Act).  Our internal control over financial reporting is a process
designed  to provide reasonable assurance regarding the reliability of financial
reporting  and  the  preparation  of  financial statements for external purposes
using  accounting  principles  generally  accepted  in  the  United  States.

     Because  of  its  inherent  limitations,  internal  control  over financial
reporting may not prevent or detect misstatements. Therefore, even those systems
determined  to  be  effective can provide only reasonable assurance of achieving
their  control  objectives.

     There were no adjustments at year-end and so management considers the
controls in place are adequate for us.

     Management uss a separation of function approach to insure adequate
controls. There was no material weakness identified during the preparation of
year-end financial statements.

     This annual report does not include an attestation report of our registered
public  accounting  firm  regarding  internal controls over financial reporting.

CHANGES  IN  INTERNAL  CONTROLS  OVER  FINANCIAL  REPORTING

During  the fourth fiscal quarter of 2010, there were no changes in our internal
control  over  financial  reporting  that  have  materially  affected,  or  are
reasonably  likely  to  materially  affect  our  internal control over financial
reporting.

ITEM 9B. OTHER INFORMATION.

     Not applicable.

<PAGE>
                                    PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, CONTROL PERSONS AND CORPORATE
GOVERNANCE;  COMPLIANCE  WITH  SECTION  16(A)  OF  THE  EXCHANGE  ACT.

DIRECTORS AND EXECUTIVE OFFICERS
     Our  current  directors  and  executive  officers  are  as  follows:

NAME                      AGE     POSITIONS
----                      ---     ---------
Clayton  I.  Gamber       61     Chief  Executive  Officer,  President  and
                                  director
Henry  A.  Schulle        46     Vice  President,  Secretary,  and  director
Stephen  Wood             41     Chief  Technology  Officer  and  director
James  H.  Short          67     Director
Russell  Ivy              44     Director
Robert Wilson             53     Vice President and Chief Financial Officer

     The  following  is  the  background  of  our  officers  and  directors:

     CLAYTON  I. GAMBER.       Mr. Gamber has served as one of our directors and
our  Chief  Executive  Officer  and  President  since  August 2010.  He has been
involved  in  the  aviation  business  in  South  Florida since 1970, serving in
capacities  that  have included Director of Maintenance, Director of Operations,
Accountable  Manager,  executive  officer, director and owner. For more than the
past  five  years,  he  has  served  as  a  director and an executive officer of
aviation  companies  in  which he has been a part owner. One of these companies,
Twin  Town  Leasing  Co.,  d/b/a  "Twin Air Calypso," filed for protection under
Federal bankruptcy laws in June 2010 due to a single liability. Mr. Gamber holds
a  Bachelor  of  Science  in Industrial Engineering and Operations Research from
Virginia  Tech.  He  also holds an FAA Airline Transport Pilot License, has over
8000  flight  hours  and  a  DC-3  Type  Rating,  and  holds  a FAA Airframe and
Powerplant  License.  Prior  to  his  election  as an office and a director, Mr.
Gamber was serving as a director and the President of Twin Air Calypso Services,
Inc.,  a  recently-formed,  wholly-owned  subsidiary  of  ours.

     HENRY  A.  SCHULLE.  Mr. Schulle has served as one of our directors and our
Vice  President  and  Secretary  since February 2009.  Mr. Schulle has served as
AvStar  Services'  Vice  President  and  a  member  of AvStar Services' Board of
Directors  since  July 2006; from July 2006 until January 2008 he also served as
AvStar  Services'  President  and  Chairman  of  the  Board of Directors.  Since
January  8,  2004  he  has  served  as  Chairman of the Board of Directors and a
principal  of Martex Trading Company, a privately held company active in the oil
and  gas  industry  as  well as real estate investments and development.  Martex
Trading  Company was the controlling member of Aurora Financial Services, LLC, a
FINRA-registered  broker  dealer  that has acted as a placement agent for AvStar
Services.  From  December 2003 until July 2004 Mr. Schulle served as a member of
the  Board  of  Directors  of TexCom, Inc. (Pink Sheets: TEXC).  AvStar Services
acquired  San  Diego  Airmotive from TexCom, Inc.  From January 1997 to November
2003,  he was President and a Director of Texas Commercial Resources, Inc. (Pink
Sheets:  TCRI)  from  its inception as a privately held company that merged with
EZUtilities  in 2001.  Mr. Schulle continued as an officer and director of Texas
Commercial  Resources,  Inc.  through its subsequent successful combination with
Petrosearch  Energy  Corporation  (OTCBB: PTSG), a Houston based energy company.
He served as Chairman of the Board of Unicorp, Inc., which was quoted on the OTC
Bulletin Board from November 1991 until January 1998. Mr. Schulle negotiated the
merger  of  Unicorp,  Inc.  with  United States Refining Company, a diversified,
vertically  integrated  petroleum  refining  and  petrochemical company that was
acquired  by  Houston American Energy Corp. in April 2001.  From January 1998 to
July  2004,  Mr. Schulle was employed by Dell Computer Corporation as a database
support  specialist  working  on  international  assignments.

<PAGE>
     STEPHEN  WOOD.  Mr.  Wood  has served as one of our directors and our Chief
Technology Officer since September 2010.  For over the past five years, Mr. Wood
has  acted as an entrepreneur.   In addition to his work on our behalf, Mr. Wood
will  continue  to hold positions in three corporations, AmeriMovers Group, Inc.
(CEO),  Local  Media  Group,  Inc.  (CEO),  and  AmeriBusiness  Products,  Inc.
(CFO/COO).  In  2001  he  launched his first Internet site, AmeriMovers, of more
than  150  presently owned.   Shortly thereafter AmeriMovers developed the first
movers  bidding tool in the world.   During 2006 Local Media Group was formed to
become  the  marketing  arm for AmeriMovers and other Internet ventures.   While
continuing  to make acquisitions for the AmeriMovers Brand, Mr. Wood established
AmeriBusiness  Products  in  2007.   AmeriBusiness  Products,  formerly known as
AmeriBusiness  Forms,  holds a large buyers group contract with more than 20,000
members  and  clients  within  major industries.   As our CTO, Mr. Wood plans to
incorporate  technology  into  our  current  business model, streamlining it and
expanding  it  into  our  future  acquisitions.

JAMES  H.  SHORT.  Mr.  Short  has served as one of our directors since February
2009.  He  has  been  a member of AvStar Services' Board of Directors since July
2006.  Since  December  2003 he has served as a member of the Board of Directors
of  TexCom,  Inc.  (Pink  Sheets:  TEXC).  AvStar  Services  acquired  San Diego
Airmotive  from  TexCom,  Inc.  He  also  served  as  a  member  of the Board of
Directors  of  Texas  Commercial  Resources,  Inc. (Pink Sheets: TCRI) from 2001
until  2003.  Mr. Short is currently a principal and Vice president of Finance &
Administration  for  Sabine  Storage  &  Operations,  Inc., an engineering and a
consulting  firm  specializing  in  the  design,  engineering,  permitting,
construction  management,  and  operations  of hydrocarbon storage facilities in
subsurface  salt  dome  formations.  In  addition,  he  is  a principal and Vice
President  of  Marketing for Sabine Resources, Inc., a surface and mineral owner
of  property having hydrocarbon storage potential in a salt dome formation.  Mr.
Short  was  previously  associated  with Energy Consultants, Inc., a natural gas
marketing  entity  serving  municipalities  in South Illinois and Indiana, on an
independent  contractor  basis,  from  1984 until 2001.From 1979 to 1984, he was
Senior  Vice  President  and  a  director  of Coronado Transmission Company with
responsibilities  for  gas acquisition, transportation, and sales throughout the
Southern  States  and Rocky Mountain area. Mr. Short served as Vice President of
Corporate Planning and Vice President of Gas Supply, Transportation and Sales of
Lovaca Gathering Company from 1972 to 1979. He was an employee of Cities Service
Oil  Company  from  1966  to  1972.  Mr.  Short  holds  a  B.S.  degree from the
University  of  Tennessee

     RUSSELL  IVY.  Mr. Ivy has served as one of our directors since April 2009,
and  he  was our Chief Executive Officer and President from April 2009 to August
2010.  Mr.  Ivy  served  as  President  and  Chief  Executive  Officer of AvStar
Aviation Services, Inc., our controlling stockholder from January 2009 to August
2010.  From January 1996 through the present, he has been a principal of the Ivy
Companies,  several  companies  that  provided  various  merger  and acquisition
consulting  services  for  various  operating  entities both private and public.
From  September  2002  to May 2004, Mr. Ivy was a principal of Seafood Anywhere,
LLC.,  a  Houston-based  startup  seafood distribution company supplying various
types  of seafood to restaurants in the Houston, Austin, San Antonio, and Dallas
areas.  He  earned  a  Bachelors Degree in International Trade/Economics in 1991
from  Texas  Tech  University.

     ROBERT  WILSON.  Mr.  Wilson  has  served  as  our Vice President and Chief
Financial Officer since April 2008.  He has also served as AvStar Services' Vice
President  and  Chief Financial Officer since July 2004.  Mr. Wilson also serves
as  the  Chief  Financial  Officer  and  Operations Principal for several broker
dealers  and  investment  banking firms where his duties include compliance with
FINRA,  SEC  and  NYSE  rules  and regulations, the design and implementation of
accounting  and  operations  control procedures, representing firms as an expert
witness and with FINRA examinations. He currently serves as a director and audit
committee chairman for American Security Resources, Inc. and American Enterprise
Development  Corporation  and  as  a  consultant with The Professional Directors
Institute.  Mr. Wilson is a CPA and has over 15 years of experience as the owner
of  a  certified  public  accounting  firm, was previously a member of the FINRA
Board  of  Arbitrators  and  has several FINRA and NYSE licenses. Mr. Wilson has
previously  served as operations compliance manager of the AIM Management Group,
Vice  President  Compliance/Internal Audit of the Kemper Securities Group and an
auditor with Price Waterhouse.  Mr. Wilson is a 1977 graduate of Houston Baptist
University  and  pursued  additional  studies  at  Georgetown  University.

<PAGE>
     Our  Board  of  Directors has five members. Each director serves a one-year
term  that  expires  at  the following annual meeting of stockholders. Executive
officers  are  appointed  by  the  Board  of  Directors  and  serve  until their
successors  are appointed. There are no family relationships among our directors
or  executive  officers.

CORPORATE  GOVERNANCE

     Our  Board  of  Directors  has  not  established  any  standing committees,
including  an Audit Committee, Compensation Committee or a Nominating Committee.
The  Board of Directors as a whole undertakes the functions of those committees.
The Board of Directors may establish one or more of these committees whenever it
believes  that  doing  so  would  benefit  us.

CODE  OF  ETHICS

     We  adopted  a  Code  of  Ethics  for  our  Principal  Executive and Senior
Financial Officers on February 6, 2005.  Anyone can obtain a copy of the Code of
Ethics  by  contacting  us  at  the  following address: 3600 Gessner, Suite 220,
Houston,  Texas  77063,  attention:  Chief  Executive  Officer, telephone: (713)
914-9193.  The  first  such  copy  will  be  provided  without  charge.

COMPLIANCE  WITH  SECTION  16(A)  OF  THE  EXCHANGE  ACT

     Section  16(a) of the Securities Exchange Act of 1934, as amended, requires
our  directors,  executive officers and persons who are the beneficial owners of
more  than  ten  percent  of  our  common  stock  (collectively,  the "Reporting
Persons")  to  file  reports  of  ownership  and  changes  in ownership with the
Securities  and  Exchange  Commission  and  to  furnish  us with copies of these
reports.  To  the best of our knowledge based solely on information available to
us, the following persons have failed to file, on a timely basis, the identified
reports  required  by Section 16(a) of the Exchange Act during fiscal year ended
December  31,  2010:  Russell Ivy failed to file a Form 4 regarding a March 2010
grant  to him of shares for re-negotiating his employment agreement and a Form 5
to correct the failure to file the Form 4. AvStar Aviation Services, Inc. failed
to  file  a  Form 4 regarding company shares spun-off by it to its shareholders,
and a Form 5 to correct the failure to file the Form 4.  Henry A. Schulle failed
to  file  (i)  a  Form  4  regarding  an  August 2010 grant to him of shares for
agreeing to serve as an employee and a Form 5 to correct the failure to file the
Form  4,  and  (ii)  a Form 4 regarding company shares spun-off to him by AvStar
Aviation  Services, Inc. and a Form 5 to correct the failure to file the Form 4.
James  H. Short failed to file a Form 4 regarding company shares spun-off to him
by  AvStar  Aviation  Services, Inc. and a Form 5 to correct the failure to file
the Form 4.  Robert Wilson failed to file a Form 4 regarding an April 2010 grant
to  him  of  shares for services provided and a Form 5 to correct the failure to
file  the  Form  4.  Stephen  Wood failed to file a Form 3 regarding when he was
elected  to  the  Board of Directors and a Form 5 to correct the failure to file
the  Form  3.

ITEM  11.  EXECUTIVE  COMPENSATION.

     The  following  table sets forth the compensation we paid during the fiscal
years  ended  December  31, 2010 and 2009 to our principal executive officer and
any  other  executive  officer  whose total compensation exceeded $100,000.  The
executive  officers  listed  in  the  table  below are referred to as the "Named
Executive  Officers."

                         SUMMARY COMPENSATION TABLE (1)

  Name and                Year     Salary ($)     Bonus ($)     Stock      Total
  Principal Position                                            Awards ($)
     (a)                  (b)       (c)           (d)            (e)       (j)

Clayton I. Gamber
Chief Executive
Officer (2)               2010     43,750 (3)     $-0-     $-0-

Russell Ivy,
Chief Executive
Officer (4)               2010       28,125 (5)  $345,000(6)     $-0-
                          2009     $120,000 (5)  $240,000(7)  $6,000(8) $366,000
Gregory H. Noble,
Interim Chief Executive
Officer and Vice
President (9)             2009     $   -0-       $    -0-   $150,000(10)$150,000

Thomas Mathew,
Chief Executive
Officer (11)              2009     $   -0-       $    -0-   $    -0-    $    -0-

(1)     The Columns designated by the Securities and Exchange Commission for the
reporting of option awards, non-equity incentive plan compensation, nonqualified
deferred compensation earnings or all other compensation have been eliminated as
no  such awards, compensation or earnings were made to, earned by, or paid to or
with  respect to any person named in the table during any fiscal year covered by
the  table.
(2)     Mr.  Gamber  was elected Chief Executive Officer and President effective
August  19,  2010.
(3)     Of  this amount, $30,655.07 was paid, and $13,094.93 was accrued and not
paid.
(4)     Mr.  Ivy  was  elected  Chief  Executive Officer and President effective
April  30,  2009,  and  he  served  as  such  until  August  19,  2010.
(5)     All  of  this  amount  was  accrued  and  not  paid.
(6)     The  figure  in  the  table  is based on a contract re-negotiation bonus
comprised  of  15.0  million shares of our common stock multiplied by $.023, the
closing  price  of  our  common  stock on the date of grant.  These 15.0 million
shares  had a value of $49,500 as of March 18, 2011, based on the $.0033 closing
price  of  our  common  stock  on  that  date.
(7)     The  figure  in  the  table is based on a sign-on bonus comprised of 4.0
million  shares of our common stock multiplied by $.06, the closing price of our
common  stock  on  the  date  of grant.  These 4.0 million shares had a value of
$13,200  as  of  April 12, 2010, based on the $.0033 closing price of our common
stock  on  that  date.
(8)     The  figure  in  the  table  is based on a stock award for services as a
director comprised of 100,000 shares of our common stock multiplied by $.06, the
closing  price  of  our  common  stock  on  the  date  of  grant.
(9)     Mr. Nobel was elected Interim Chief Executive Officer effective April 3,
2009, and he served as such until April 30, 2009.  He was elected Vice President
effective  February  20,  2009,  and  he  served  as such until October 5, 2009.
(10)     The  figure  in the table is based on an issuance of 2.5 million shares
of  our  common  stock to settle claims for compensation multiplied by $.06, the
closing  price  of  our  common  stock  on the date of grant.  These 2.5 million
shares  had  a value of $87,500 as of April 12, 2010, based on the $.035 closing
price  of  our  common  stock  on  that  date.
(11)     Mr.  Mathew  was  elected President effective December 31, 2008, and he
served  as  such  until  February  27,  2009.

No  options  or  unvested  stock  awards  had been granted in favor of our Named
Executive  Officers  as  of  December  31,  2010.

                             EMPLOYMENT AGREEMENTS

     The  Company currently has  employment  agreement in effect with one of our
Named  Executive  Officers.

     We  have  an  employment agreement dated May 5, 2010 between our subsidiary
Twin  Air  Calypso  Limited, Inc. ("TAC Limited") and Clayton I. Gamber,
our  president  and Chief Executive Officer (the "Gamber Employment Agreement").
The Gamber Employment Agreement provides for a term of five years that commenced
in  May  2010, subject to earlier termination by the TAC Limited upon certain
customary  events.  It  provides that Mr. Gamber will receive a weekly salary of
$1,250,  and  will  be  entitled  to participate in any and all employee benefit
plans  now existing or hereafter established for the TAC Limited's employees,
provided that he meets the eligibility criterion therefore, and provided further
that  Mr. Gamber will be entitled to appropriate medical insurance in all cases.
If  we are successful in raising additional funds or improving significantly our
financial  performance,  management  expects  that  Mr.  Gamber  and  we  will
re-negotiate  the  Gamber  Employment Agreement to pay a salary closer to market
levels,  consistent  with  any restrictions on salaries imposed by any investors
providing  the  additional  funds.

     We  have  an  employment  agreement  dated  September 1, 2010 with Henry A.
Schulle,  a  Vice President and the Corporate Secretary (the "Schulle Employment
Agreement").  The Schulle Employment Acreement Provides for a term of five years
that  commenced in September 2010, subject to earlier termination by the Company
upon  certain  customary  events.  It  provides  that Mr. Schulle will receive a
monthly  salary of $4,350.00, and will be entitled to participate in any and all
employee  benefit  plans  now  existing  or  hereafter  established  for the MRO
Subsidiary's  employees,  provided  that  he  meets  the  eligibility  criterion
therefore, and provided further that Mr. Schulle will be entitled to appropriate
medical insurance in all cases. If we are successful in raising additional funds
or  improving  significantly  our financial performance, management expects that
Mr.  Schulle  and the Company will re-negotiate the Schulle Employment Agreement
to  pay  a  salary  closer to market levels, consistent with any restrictions on
salaries  imposed  by  any  investors  providing  the  additional  funds.

     During  a  part  of  fiscal  2010, we had in effect an employment agreement
dated  March 17, 2010 with Russell Ivy, our former president and Chief Executive
Officer  (the  "Ivy  Employment Agreement").  The Ivy Employment Agreement had a
one-year  term,  possibly subject to earlier termination by either Mr. Ivy or us
upon  notice  to  the other.  Under the Ivy Employment Agreement, Mr. Ivy was to
receive  an  annual salary of $37,500, which represented a significant reduction
from  a  salary  that Mr. Ivy had heretofore been receiving pursuant to a verbal
employment  agreement.  Furthermore, per the Ivy Employment Agreement, we agreed
to issue to Mr. Ivy, 15.0 million shares of our common stock as an inducement to
Mr.  Ivy  to  enter  into  the  written  employment agreement.  Mr. Ivy was also
entitled  to  participate  in any and all employee benefit plans now existing or
hereafter  established  for  our employees, provided that he met the eligibility
criterion  therefor.  The  Ivy  Employment  Agreement replaced verbal employment
agreement with Mr. Ivy, pursuant to which Mr. Ivy was to receive a salary in the
amount  of  $15,000  per  month.  Because of our lack of funds, Mr. Ivy received
none of his salary in 2009, but all of his salary was accrued.  In addition, Mr.
Ivy received 4.0 million shares of our common stock as a sign-on bonus at a time
when  these  shares  had  a  value of $240,000 based on the closing price of our
shares  on  the  date  of  grant.  The  Ivy  Employment  Agreement terminated in
September  2010.

                             DIRECTOR COMPENSATION

     Our  directors  received  no compensation for their services as such during
the  fiscal  year  ended  December  31,  2010.
ITEM  12.  SECURITY  OWNERSHIP  OF  CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED  STOCKHOLDER  MATTERS.

     The  table  sets  forth  below contains certain information as of March 13,
2011  concerning  the  beneficial  ownership  of  our  voting  stock  by:

     *     each  person  known  by  us  to  be  the owner of more than 5% of our
           outstanding  shares  of  common  stock;
     *     each  of  our  executive  officers  and  directors;  and
     *     all  our  executive  officers  and  directors  as  a  group.

We  know  of  no  person  outside  of  management  who  owns  more than % of our
outstanding  shares  of  common  stock.

     Except  as  otherwise  indicated,  all  persons  listed below have (i) sole
voting  power  and  investment power with respect to their shares, except to the
extent that authority is shared by spouses under applicable law, and (ii) record
and  beneficial  ownership with respect to their shares.  Shares not outstanding
but  deemed beneficially owned by virtue of the right of a person or member of a
group  to  acquire  them  within  60  days  of  March  13,  2011  are treated as
outstanding only for determination of the number and percent owned by such group
or  person.  Except as otherwise indicted, the address for all persons indicated
in  the  table  is  3600  Gessner,  Suite  220,  Houston,  Texas  77063.

<PAGE>

                                    Amount and Nature of Beneficial Ownership
Name of Beneficial Owner                    Number           Percent

DIRECTORS  AND  EXECUTIVE  OFFICERS
-----------------------------------
Russell Ivy                                22,100,000          10.6%
Clayton I. Gamber                          11,300,000 (1)       5.4%
Henry A. Schulle                            8,643,334           4.2%
Robert Wilson                               1,600,000            *
James A. Short                                300,000            *

All  directors  and  executive  officers
as a group (five persons)                  43,943,334          21.1%
            -------------------------     ----------          -----
(1)     These  shares  are held by Mr. Gamber in his name and in the name of his
wife,  Robin V. Gamber, as joint tenants with right of survivorship.  Mr. Gamber
disclaims  beneficial  ownership of one-half these shares to the extent that his
wife  has  an  interest  in  such  one-half.  Mr. Gamber holds (with Ms. Gamber)
shared  voting  power  and  investment  power  with  respect  to  these  shares.

*     Less  than  one  percent

ITEM  13.  CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS,  AND  DIRECTOR
INDEPENDENCE.

     Except  as described below, none of the following persons has any direct or
indirect  material  interest  in any transaction to which we were or are a party
since  the  beginning of the last fiscal year, or in any proposed transaction to
which  we  propose  to  be  a  party:

     (a)     any  of  our  directors  or  executive  officers;
     (b)     any  nominee  for  election  as  one  of  our  directors;
     (c)     any  person  who  is  known  by  us  to  beneficially  own,
             directly or indirectly,  shares  carrying  more than 5% of the
             voting rights attached to our common  stock;  or
     (d)     any member of the immediate family (including spouse, parents,
             children, siblings  and  in-laws)  of any of the foregoing persons
             named in paragraph (a), (b)  or  (c)  above.

     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.   At  the  time  of  this transaction, MAMCO was owned in part by
Clayton  I.  Gamber,  who  became  one  of our directors and our Chief Executive
Officer and President in August 2010.  After the completion of this transaction,
Mr.  Gamber was hired as an officer of the MRO Subsidiary.  For more information
about this transaction, see "Item 1.  Business - General Development of Business
-  Formation  of  MRO  Subsidiary."

On  August  19, 2010, we completed a transaction in which we acquired all of the
outstanding  stock  in  Twin  Air Calypso Limited, Inc. ("TAC Limited").  At the
time  of  this  transaction, TAC Limited was owned in part by Clayton I. Gamber,
who  at  the  time  was  an officer of the MRO Subsidiary and as a result of the
transaction  became  one  of  our  directors and our Chief Executive Officer and
President.  For  more information about this transaction, see "Item 1.  Business
-  General  Development  of  Business  -  Acquisition  of  FAA Air Carrier."

INDEPENDENCE OF DIRECTORS

     The  rules  of  the  American Stock Exchange (the "AMEX") generally require
that  a  listed  company's  Board  of  Directors  be  composed  of a majority of
independent  directors.  However,  these rules provide that a "smaller reporting
company"  need  only  maintain  a  Board  of Directors comprised of at least 50%
independent  directors.  Although  we  are  not  listed  on the AMEX, we use the
standards  established  by  the  AMEX for determining whether or not each of our
directors is "independent." We have determined that, as of April 13, 2011, James
H.  Short  is an "independent" director in accordance with the AMEX independence
standards.

ITEM  14.  PRINCIPAL  ACCOUNTANT  FEES  AND  SERVICES.

During  2010 and 2009, the aggregate fees that we paid to Clay Thomas, P.C., our
independent  auditors,  for  professional  services  were  as  follows:

                                                 YEAR ENDED DECEMBER 31,
                                                 -----------------------
                                                  2010               2009
      Audit  Fees  (1)                       $    35,000     $     47,000(2)
      Audit-Related  Fees                         N/A                N/A
      Tax  Fees                                   N/A                N/A
      All  Other  Fees                            N/A                N/A

(1)     Fees  for  audit  services include fees associated with the annual audit
and  the  review  of  our  quarterly  reports  on  Form  10-Q.
(2)     Includes  $15,000  for the audit of the 2008 financial statements of San
Diego  Airmotive,  which  was  acquired  during  2009.

AUDIT  COMMITTEE  PRE-APPROVAL  OF  AUDIT  AND  PERMISSIBLE
NON-AUDIT  SERVICES  OF  INDEPENDENT  REGISTERED  PUBLIC  ACCOUNTING  FIRM.

     We  do  not  have  an  audit  committee,  but our entire Board of Directors
functions  as such.   Our Board of Directors pre-approves the engagement of Clay
Thomas,  P.C.  for  all  audit  and permissible non-audit services. Our Board of
Directors  annually  reviews  the  audit  and  permissible  non-audit  services
performed  by  Clay  Thomas,  P.C., and reviews and approves the fees charged by
Clay  Thomas,  P.C.  Our  Board  of  Directors  has  considered the role of Clay
Thomas, P.C. in providing tax and audit services and other permissible non-audit
services  to  us  and  has  concluded  that  the  provision of such services was
compatible  with  the  maintenance  of  Clay  Thomas, P.C.'s independence in the
conduct  of  its  auditing  functions.

                                    PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.

(a)     The  following  Exhibits  are  filed  as  part  of  this  report.

Exhibit  Description
  No.

2.1     Stock  Acquisition and Reorganization Agreement between us and Segway II
        Corp.  dated  April  26, 2000 is incorporated herein by reference to our
        Current Report  on Form 8-K (SEC File No. 0-30503) filed with the SEC on
        April 28, 2000, Exhibit  2.1.
2.2     Share Exchange Agreement by and between us and AvStar Aviation Services,
        Inc.  is incorporated herein by reference to our Current Report on Form
        8-K (SEC File  No.  0-30503)  filed  with  the  SEC  on  February  25,
        2009, Exhibit 2.1.
3.1     First  Amended  and  Restated Articles of Incorporation are incorporated
        herein  by  reference  to  our Current Report on Form 8-K (SEC File No.
        0-30503) filed  with  the  SEC  on  September  22,  2009,  Exhibit  3.1.
3.2     By-laws  are  incorporated  herein by reference to our Current Report on
        Form  8-K  (SEC  File No. 0-30503) filed with the SEC on April 28, 2000,
        Exhibit 3.2.
10.1    Bill  of  Sale  dated  April  8,  2010  by and between Twin Air Calypso
        Services,  Inc.  and  Miami  Aviation  Maintenance Co. is incorporated
        herein by reference  to  our  Current Report on Form 8-K (SEC File No.
        0-30503) filed with the  SEC  on  April  13,  2010,  Exhibit  10.1.
10.2    Modification  agreement  regarding  promissory  note dated November 22,
        2006  is incorporated herein by reference to our Annual Report on Form
        10-K (SEC File  No.  0-30503)  filed  with  the  SEC  on  May  15, 2009,
        Exhibit  10.2.
10.3    Pledge  of  Shares  of  Stock  dated  November 17, 2006 is incorporated
        herein  by  reference  to  our Annual Report on Form 10-K (SEC File No.
        0-30503) filed  with  the  SEC  on  May  15,  2009,  Exhibit  10.3.
10.4    Employment  Agreement  dated  March  17,  2010  with  Russell  Ivy  is
        incorporated herein by reference to our Current Report on Form 8-K (SEC
        File No. 0-30503)  filed  with  the  SEC  on  May  19,  2010,  Exhibit
        10.1.
10.5    Stock Sale and Purchase Agreement dated effective as of June 27, 2010
        by and between us, on the one hand, and Clayton I. Gamber, Kenneth W.
        Langston and Robin V. Gamber, on the other hand, is incorporated herein
        by reference to our Current Report on Form 8-K (SEC File No. 0-30503)
        filed with the SEC on August 16, 2010, Exhibit 10.1.
10.6    First Amendment to Stock Sale and Purchase Agreement dated effective as
        of July 11, 2010 is incorporated herein by reference to our Current
        Report on Form 8-K (SEC File No. 0-30503) filed with the SEC on August
        16, 2010, Exhibit 10.2.
10.7    Stock  Option Agreement dated August 19, 2010 between us and Clayton I.
        Gamber  and  Robin  V. Gamber is incorporated herein by reference to our
        Current Report on Form 8-K (SEC File No. 0-30503) filed with the SEC on
        August 25, 2010, Exhibit  10.1.
10.8    Stock Option Agreement dated August 19, 2010 between us and Kenneth W.
        Langston is incorporated herein by reference to our Current Report on
        Form 8-K (SEC File No. 0-30503) filed with the SEC on August 25, 2010,
        Exhibit 10.2.
10.9    Employment Agreement dated May 5, 2010 between Twin Air Calypso
        Limited, Inc. and Clayton I. Gamber is incorporated herein by reference
        to our Current Report on Form 8-K (SEC File No. 0-30503) filed with the
        SEC on August 25, 2010, Exhibit 10.3.
10.10   Aircraft Lease dated February 1, 2010 by and between Air Charters, LLC
        and Twin Air Calypso Limited - previously filed
14.1    Code  of Ethics is incorporated herein by reference to Annual Report on
        Form 10-KSB for the year ended December 31, 2005 (SEC File No. 0-30503),
        Exhibit 14.1.
21.1    Subsidiaries  -  filed  herewith.
31.01   Sarbanes  Oxley  Section  302  Certifications  -  filed  herewith
31.02   Sarbanes  Oxley  Section  906  Certifications  -  filed  herewith



<PAGE>
                                   SIGNATURES

     In  accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.


                                  AVSTAR  AVIATION  GROUP,  INC.
                                  By:     /s/ Clayton I. Gamber
                                          ----------------------
                                  Clayton  I.  Gamber
                                  Chief Executive Officer & President
                                  Date:   April  20,  2011

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