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, 2009

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

             For the transition period from          to

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

                          AVSTAR AVIATION GROUP, INC.
             (Exact name of registrant as specified in its charter)

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


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

                   Issuer's telephone number:  (281) 710-7103

      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]

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 [X]  No [ ]
<PAGE>
     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:  $351,449.

State the number of shares outstanding of each of the issuer's classes of common
equity,  as  of  the  latest  practicable  date: 103,049,542 as of June 14, 2010

                      DOCUMENTS INCORPORATED BY REFERENCE

None.

<PAGE>

                                EXPLANATORY NOTE

     This  Amendment to Form 10-K is being filed solely to reflect an employment
agreement  with our principal executive officer and the effects of several stock
issuances  during  the  earlier  part  of 2010 that were overlooked prior to the
filing  of  the  Form  10-K.  To bring our stock ownership more current, another
stock  issuance  occurring  subsequent  to  the  filing of the Form 10-K is also
reflected  in this Amendment. 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

     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  then  constituted  in
           the  aggregate  over  90% of outstanding economic interest  and
           voting  power  in  us.
                                             2
<PAGE>
     *     We  expanded our Board of Directors from one member to a current
           number of three  members  and  elected Henry A. Schulle, James H.
           Short and Russell Ivy to fill  the  current  Board  seats.  For more
           information about our directors, see "Item  10.  Directors, Executive
           Officers,  Promoters,  Control  Persons  and Corporate  Governance;
           Compliance With Section 16(a) of the Exchange Act" below.

     *     All of our then serving officers resigned, and we elected a new slate
           of  officers,  who  currently  include  the  following  persons  in
           the offices indicated  to  the  right  of  their  respective  names:

           Russell  Ivy               Chief  Executive  Officer  &  President
           Henry  A.  Schulle         Vice  President  &  Secretary
           Robert  Wilson             Vice  President  &  Chief
                                        Financial  Officer

          For  more  information  about  our  officers, see "Item 10. Directors,
          Executive  Officers,  Promoters,  Control  Persons  and  Corporate
          Governance; Compliance  With  Section  16(a)  of  the  Exchange  Act"
          below.

     *     We  amended  and restated our Articles of Incorporation to change our
           corporate name from "Pangea Petroleum Corp." to "AvStar Aviation
           Group, Inc." to reflect our new business focus, and to effect a one-
           for-100 reverse split of our common  stock to improve our capital
           structure.  In connection with this reverse stock split, the 1.0
           million shares of Series A Preferred Stock issued to AvStar Services
           automatically converted  into  50.0  million  shares of common stock.

     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.

                                 RECENT EVENTS

     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.  The  Company  decided  not  to  seek
alternative  space  to  continue  SDA's  services  at  French  Valley Airport in
Southern  California,  but intends to continue such services in Florida, per the
proposed  transaction  described  immediately  below.  The  Company  intends  to
maintain  in force and effect SDA's licenses and permits so that the Company can
return  to  provide services in California in the future, if it elects to do so.
                                        3
<PAGE>
     On  April  8,  2010,  (a)  Twin Air Calypso Services, Inc., a newly-formed,
indirect  wholly-owned  Florida  subsidiary  (the "Operating Subsidiary") of the
Company,  and  (b)  Miami  Aviation Maintenance Co. ("MAMCO") executed a bill of
sale  whereby  MAMCO  assigned to the Operating Subsidiary certain of its assets
used  to  provide  aviation  MRO  services.  These  assets  were  assigned  in
consideration  of  750,000  shares of the Company's common stock.  In connection
with  the  organization of the Operating Subsidiary, SDA had previously assigned
all  of  its  assets  to the Operating Subsidiary in consideration of all of the
shares of the common stock of the Operating Subsidiary to be outstanding for the
foreseeable future.  The Operating Subsidiary was formed to provide aviation MRO
services, as well as airline support services.  The services will be offered out
of  North  Perry  Field  in  Hollywood, Florida in Broward County, Florida.  The
impetus  for the transaction was the recent termination of SDA's Hangar Sublease
at  French  Valley  Airport  in  Southern California and the perception that the
continuation  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 has 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  the  Company's  management  and  MAMCO's management.  The
factors  addressed by the Company in negotiating this consideration included the
Company's  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
Operating  Subsidiary's  president  to  contribute  to  the  management  of  the
Operating  Subsidiary's  business; anticipated ability of the Company's 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, the
Company had explored with the shareholders of MAMCO the Company's acquisition of
all of the outstanding stock in MAMCO and a brother-sister corporation.  In this
connection,  the  Company  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.  The  Company and the shareholders of MAMCO
have  continued  to  explore  a  transaction akin to the one provided for by the
expired  stock  purchase  agreement, and have entered into a letter of intent in
this  regard  in  December  2009.  With  the  Company's acquisition of the MAMCO
assets,  the letter of intent will no longer cover the acquisition of MAMCO, but
it  remains  in  effect  with  regard  to  the  brother-sister  corporation.  No
definitive  agreement  has  been  entered into in connection with this letter of
intent.  There can be no assurance that the entry into a definitive agreement in
this  regard  or  the  completion  of  the  acquisition  of  the  brother-sister
corporation  will  occur.

                                  Our Business

                                    General

     Our  business  plan  is  to acquire, consolidate and grow businesses in the
general  aviation industry.  We will place our initial focus on the maintenance,
repair  and  overhaul  (MRO) of aircraft providing products and services for the
general aviation sector.  We believe that since September 11, 2001, both private
air  transportation  and  the  number  of aircraft owned by both individuals and
business  have  dramatically  increased,  subject to some decreased cause by the
recent  United  States recession.  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.
                                        4
<PAGE>
     Our  operating  subsidiaries  and  their  predecessor  entities  have  been
operating as MRO's since 1987.  Our operating subsidiaries historically provided
MRO  services  for single and multi-engine aircraft.  As capital is available to
us,  we  intend  to  grow our business through the expansion of our existing MRO
business  as  well  as  by acquisitions of existing MRO's, fixed base operations
(FBO),  charter  operations  and  other operational aircraft related businesses.

Services

     Through  our  operating  subsidiaries,  we  now  offer  our  customers  the
following  major  services:

     *     Annual  and  100-hour  FAA  (Federal  Aviation  Administration)
           inspections,
     *     Depot  level  maintenance  which  means  all service, maintenance,
           repair, rebuilding  and inspections of light to medium single and
           multi-engine aircraft,
     *     Maintenance  on  business  jet  aircraft,
     *     FAA  mandated  phase  inspections  for  turbine  airframes,
     *     Engine  and  propeller  maintenance  for  piston and turbine engines,
     *     Airframe  and  sheet  metal  repair,
     *     Crash  damage  repairs,
     *     Pre-purchase  inspections,
     *     Installation  of  STC  (supplemental  type  certificate)  approved
           accessory  items,
     *     FAA  field  approvals  for  minor  to  major  modifications,  and
     *     Special  flight  permits,  also  know  as ferry permits, issued by
           the FAA Flight  Standards District Office which permit the transport
           of an aircraft that may  not  currently  meet  all  the applicable
           airworthiness requirements but is capable  of  safe  flight  from
           one  location to another, and other FAA matters including  the
           acquisition  of replacement aircraft documents and assisting FAA
           inspectors  in  accident  investigations  as  may  be  specifically
           requested.

Location

     The business of our Operating Subsidiary is located at North Perry Field in
Hollywood,  Florida  in  Broward  County,  Florida.  The Operating Subsidiary is
currently  using  the  facilities  described  hereinafter  pursuant  to a verbal
licensing  agreement with the current tenant.  However, the process to cause the
Operating  Subsidiary  to  become  a  tenant  under  the  related lease has been
commenced,  and  we see no problem at this time in completing this process.  The
sub-leased hangar for the MRO business of our Operating 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  will  be  the  only airframe, engine, and avionics repair
facility catering to the local and transient general aviation fixed-wing owners.
Additionally,  we  will  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.
                                        5
<PAGE>
Customers  Base

     Because  of our recent move from southern California to the Florida market,
we  are  in the process of developing new customer relationships.  We have "jump
started"  our  transition  by establishing an exclusive maintenance, fueling and
ground  support  contract  with Twin Air Calypso Limited, Inc., an FAA Certified
Part  135  Air  Carrier  operating  seven  aircraft  principally to the Bahamas.
Although  we can have no assurance in this regard, we believe that this business
relationship should maintain revenues at historical levels, and we are guardedly
optimistic  that  we  will expand on these revenues as Twin Air Calypso Limited,
Inc.  purchases  additional services from us and we are able to sell services to
other third parties in the vicinity.  However, we will remain heavily reliant on
this  business  relationship  for  the  foreseeable  future.

Competition

     The  market for our products and services are extremely competitive, and we
fac  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 SDA's competitiveness.  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.

Government  Regulation

     The  aviation industry in the United States is highly regulated by the FAA.
The  FAA  regulates  the  manufacture,  repair and operation of all aircraft and
aircraft  equipment operated in the United States.  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.  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.
     Our  Florida  subsidiary,  the  Operating Subsidiary, is providing services
pursuant to a Federal Aviation Administration FAR Part 145 certificate issued to
Miami  Aviation  Maintenance Co., whose assets the Operating Subsidiary recently
acquired.  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.

     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 including
the  Comprehensive  Environmental  Response,  Compensation  and Liability Act of
1980,  the  Clean  Air Act, the Federal Water Pollution Control Act of 1972, the
Solid  Waste  Disposal  Act, the Federal Resource Conservation and Recovery Act,
the  Toxic  Substances  Control  Act,  the  Emergency  Planning  and  Community
Right-to-Know  Act,  the  California Hazardous Waste Control Law, the California
Solid  Waste  Management,  Resource,  Recovery and Recycling Act, the California
Water  Code  and  the  California  Health  and  Safety  Code.

     We believe that our operations are in material compliance with all of these
laws,  rules  and  regulations.
                                        6
<PAGE>
Product  Liability

     Our  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.  While we maintain what we believes to be adequate
liability  insurance  to  protect  us from claims of this type, we cannot assure
anyone  that  claims  will  not  arise  in  the future that may exceed available
coverages  or that our insurance coverage will be adequate.  Additionally, there
are  no  assurances that insurance coverages will be maintained in the future at
an  acceptable cost.  Any liability of this type that is not covered by adequate
insurance  could  materially  adversely  affect  our  business  and  operations.

Employees

     As  of June 15, 2010, we had four full-time employees, five part-time
employees, and  one full-time consultant.

                            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.

                         RISKS RELATING TO OUR BUSINESS
                         ------------------------------

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
services  in  California  since  1987,  we  are  fairly  new  to  this business.
Accordingly,  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.

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  $325,733,  an  accumulated  deficit  of
approximately  $20,411,003,  and our total liabilities exceeded our total assets
by  $867,859,  all  as  of December 31, 2009.  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.
                                        7
<PAGE>
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, 2009 regarding our ability to continue as a going concern.  Key to
this  determination is our historical losses of $988,990 in 2009 and $312,682 in
2008.  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.

THE  RECENT  RELOCATION  OF OUR BUSINESS PRESENTS A NUMBER OF CHALLENGES AND MAY
NOT  PROVE  TO  BE  SUCCESSFUL  OR  CAUSE  US  TO  BECOME  PROFITABLE.

     As  discussed in "Item 1 - Business - Recent Events," we recently relocated
our  business  from  the  French  Valley Airport in Southern California to North
Perry  Field  in  Hollywood,  Florida.  This  relocation  presents  a  number of
challenges,  such  as  implementing new operational procedures, working with new
personnel,  and  developing new customer bases.  We have already been successful
in  establishing  a  new  customer  relationship  that  we believe gives to us a
foothold  in  our  new market.  However, this new customer relationship involves
its  own risks.  (See "OUR OPERATIONS WILL DEPEND IN THE NEAR FUTURE ON A SINGLE
CUSTOMER" immediately below.)  There can be no assurance that we will be able to
succeed  in implementing changes required by our re-location, or that we will be
able  to achieve positive cash flow or profitable operations as a result of this
change  in  the  location  of  our  business.

OUR  BUSINESS  WILL  DEPEND  IN  THE  NEAR  FUTURE  ON  A  SINGLE  CUSTOMER.

     We  have  established  an exclusive maintenance, fueling and ground support
contract  with  Twin  Air  Calypso  Limited, Inc., an FAA Certified Part 135 Air
Carrier  operating  7  aircraft  principally  to  the  Bahamas.  We expect to be
constrained  to  rely heavily on our relationship with this customer in the near
future.  If  Twin Air Calypso Limited, Inc. breaches or terminates its agreement
with  us  or  otherwise fails to perform its obligations in a timely manner, our
business operations and finances could be materially and adversely affected, and
we  could  be  forced  to  cease  our  operations.

THE STOCK OF OUR OPERATING SUBSIDIARY IS PLEDGED TO SECURE CERTAIN INDEBTEDNESS,
AND  THIS  PLEDGE  EXPOSES  US  TO  THE  POTENTIAL  LOSS OF THE OWNERSHIP OF OUR
OPERATING  SUBSIDIARY.

     When we acquired all of the outstanding common stock in SDA, such stock was
subject  to  a pledge to secure certain indebtedness incurred by AvStar Services
(the  seller  of  the SDA stock to us) in connection with AvStar Services' prior
acquisition  of  the  SDA stock from TexCom, Inc. ("Texcom").  Such indebtedness
was  originally  scheduled  to  be paid off completely in early 2009, but AvStar
Services  fell  behind  in payments; so we acquired the SDA stock subject to the
pledge.  Moreover,  our  management  (which  is  also  the  management of AvStar
Services)  owns  20.2%  of  our  outstanding voting stock.  Texcom has agreed to
extend  the  due  date  of  the  indebtedness  until the middle of October 2010.
Moreover,  we currently have a good working relationship with Texcom, and Texcom
has been flexible in dealing with this situation.  However, we have no assurance
that  this  relationship  and  flexibility  will  continue.  Moreover,  this
indebtedness has fallen into default in the past, and Texcom appears to have the
usual  rights  of  a  secured  creditor, which seem to include (in the case of a
future  default)  the  right  to compel the sale of the SDA stock to satisfy the
indebtedness  in default or else to retain the SDA stock in full satisfaction of
such indebtedness if we do not object.  The exercise of such rights could result
in  the  loss of all or significant portion of the SDA stock, which would almost
certainly  have  a  material  and  adverse effect on our business operations and
finances  and  could  force  us  to  cease  our  operations.
                                        8
<PAGE>
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  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.

     The  aviation  industry  is  subject to extensive regulation by the Federal
Aviation  Administration (FAA). In addition, our business is subject to numerous
federal,  state and local laws, regulations and policies governing environmental
protection  and  other  matters.  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.  We may not be able to comply with current laws and regulations, or
any  future  laws  and  regulations.  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.  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  MAY  NOT  HAVE  SUFFICIENT  INSURANCE  COVERAGE TO PROTECT US FROM LIABILITY
CLAIMS.

     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 sin 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.
                                        9
<PAGE>
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.

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 significantly strain
on  our management, operational and financial resources.  In order to manage the
growth  of our operations, we will be required to expand existing operations; to
improve  on a timely basis existing and 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
                                        10
<PAGE>
     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.

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.  No  member  of  our  management, other than our principal
executive  officer,  has  entered  into  an employment agreement.  Moreover, the
employment  agreement  that  our  principal  executive  officer has entered into
seemingly  may be terminated by him upon notice to us, and it does not contain a
covenant  not  to  compete  agreement  with  us.  As a result, any member of our
management  may discontinue providing his services to us at any time and for any
reason,  and even thereafter commence competition with us.   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.

ONE  STOCKHOLDER  OWNS  A  CONTROLLING  PERCENTAGE  OF  OUR  VOTING  STOCK,  AND
CUMULATIVE  VOTING  IS  NOT  AVAILABLE  TO  STOCKHOLDERS.

     AvStar  Aviation  Services,  Inc.  ("AvStar Services") and its shareholders
collectively  own  an aggregate of approximately 48.5% of our outstanding voting
stock.  Moreover,  our  management  (which  is  also  the  management  of AvStar
Services)  owns  20.2% of our outstanding voting stock. Cumulative voting in the
election  of Directors is not provided for. Accordingly, AvStar Services has the
ability  to  elect  all  of  our  Board  of  Directors.  AvStar  Services' large
percentage  ownership of our outstanding voting stock essentially vests fully in
it  full  control  of  our  company.

                                             11
<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.
Based  on  current information, we expect that in 2010, Section 404 will require
that  our  independent  auditors  also  provide  an  attestation on management's
assertion  of  internal control over financial reporting.  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 or if in the future our auditors
are  unable  to attest that our management's report is fairly stated or they are
unable  to  express an opinion on the effectiveness of our internal controls, 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 legal and professional
expenses.

                       RISKS RELATED TO OUR COMMON STOCK

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.
                                        12
<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 Texas 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
OTC  Electronic  Bulletin  Board  and  the  Pink Sheets under the symbol "AAVG."
Presently,  our common stock is quoted and traded only on the Pink Sheets but we
intend  to  apply  later  in  2010  to  resume quotations and trading on the OTC
Electronic  Bulletin  Board.  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.
                                        13
<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 2,000 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.

Item  4.  Submission of  Matters  to a Vote  of  Security  Holders.

     There  were  no  matters submitted to a vote of security holders during the
fourth  quarter  of  the  year  ended  December  31,  2009.

                                    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
OTC  Electronic  Bulletin  Board  and  the  Pink Sheets under the symbol "AAVG."
Presently,  our common stock is quoted and traded only on the Pink Sheets but we
intend  to  apply  later  in  2010  to  resume quotations and trading on the OTC
Electronic  Bulletin  Board.  The following table sets forth certain information
as  to  the high and low bid quotations quoted on the OTC Bulletin Board through
the end of August 2009 and the Pink Sheets thereafter for the fiscal years ended
December  31,  2008  and  December  31,  2009.  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.

                                        14
<PAGE>
                                           Common Stock
                                           ------------
         2008                              High      Low
         ----                              ----      ---
         First Quarter                    $0.49     $0.25
         Second Quarter                   $0.50     $0.28
         Third Quarter                    $0.49     $0.08
         Fourth Quarter                   $0.15     $0.05

                                           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

     As  of  April  27,  2010,  we  had approximately 290 common shareholders of
record  and  103,049,542  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.

     During  November 2009, we issued an aggregate of 10.1 million shares of its
common  stock  for  the  following  purposes:

     *     4.0 million shares were issued to Russell Ivy, the Company's
           president, as a  sign-on  bonus
     *     2.5  million  shares  were issued to Greg Noble, the Company's former
           vice president  and  a  former  Company  director,  as  promised
           compensation for his service  as  a  Company  officer
     *     1.5  million shares were issued to Robert Wilson, a Vice President
           and the Company's  Chief  Financial  Officer,  in  lieu  of  cash
           compensation
     *     1.475  million  shares  were  issued  to  Henry  L.  Schulle,  an
           outside consultant,  in  lieu  of  cash  compensation  for  past  and
           future  services
     *     An  aggregate  of  300,000  shares  were  issued  to  the  Company's
           three directors  (100,000  shares  each)  for  services  as  such
     *     250,000  shares  were  issued to an attorney for legal services
           previously provided  having  a  value  to  be  determined
     *     75,000  shares  were  issued  to a registered securities broker
           dealer for services  in  connection  with  a  capital  raising
           transaction

The  preceding  issuances to Messrs. Ivy, Noble and Wilson were made pursuant to
Board  of  Director  approval on October 5, 2009 when the Company's common stock
closed  at  a  per-share  price  of  $.06.

     During December 2009, the Company issued 723,157 shares of its common stock
to  Henry  L.  Schulle in cancellation of debt in the amount of $137,399 owed by
the  Company  to  him.

     During  January 2010, the Company issued 600,000 shares of its common stock
to  CMS  Capital to resolve temporarily certain disagreements that this firm had
with  the  Company.
                                        15
<PAGE>
     During February 2010, the Company issued 521,052 shares of our common stock
to  two  Trusts for the benefit of Henry L. Schulle in lieu of cash compensation
for  past  services  provided by him and another 200,000 shares as reimbursement
for  certain  expenses  that  he  advanced  on  our  behalf.

     On  March  19,  2010,  the Company issued 15.0 million shares of its common
stock  to  Russell  Ivy, the Company's 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 April 2010, the Company agreed to issue 750,000 shares of its common
stock  to  Miami  Aviation Maintenance Co. in consideration of the assignment of
certain  of  its  assets  to  a  newly-formed,  indirect  wholly-owned  Florida
subsidiary  of  the  Company.

     All  of  the  issuances  of shares described in this Item are claimed to be
exempt  pursuant  to  Rule  506 of Regulation D under the Securities Act of 1933
(the  "Act"),  and  (in the case of issuances to Company officers and directors)
Section 4(2) of the Act.  No advertising or general solicitation was employed in
offering  these  securities.  The  offering and sale was made only to accredited
investors,  and  subsequent  transfers  were  restricted  in accordance with the
requirements  of  the  Act.

                           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, whose core business
is  directed  to  the  development  of  oil  and gas prospects in proven onshore
production  areas.  We  have  adopted  a  significant  change  in  its corporate
direction.  We  have  decided to focus our efforts on acquiring aviation related
businesses  and  developing  these  businesses  to  their  commercial potential.

     Our  business  plan  is  to acquire, consolidate and grow businesses in the
general  aviation  industry. We will place our initial focus on the maintenance,
repair  and  overhaul  (MRO) of aircraft providing products and services for the
general  aviation sector. We believe that since September 11, 2001, both private
air  transportation  and  the  number  of aircraft owned by both individuals and
business  have  dramatically  increased.  Each  of these sectors, in addition to
routine  maintenance,  has  mandated a number of inspections by the FAA that are
commonly  included  in  traditional  MRO  services.
                                        16
<PAGE>
      Our  operating  subsidiaries  and  their  predecessor  entities  have been
operating as MRO's since 1987.  Our operating subsidiaries historically provided
MRO  services  for single and multi-engine aircraft.  As capital is available to
us,  we  intend  to  grow our business through the expansion of our existing MRO
business  as  well  as  by acquisitions of existing MRO's, fixed base operations
(FBO),  charter  operations  and  other operational aircraft related businesses.

RESULTS  OF  OPERATIONS

     With  the  current  price of oil, none of wells are producing sufficient to
support  our operations.  To that end, a decision was made to enter 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.

CRITICAL  ACCOUNTING  POLICIES  AND  ESTIMATES

     Our  discussion  and  analysis  of  its  financial condition and results of
operations  as  of  December  31, 2009 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.

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.
                                   17
<PAGE>
     Unproved  oil  and  gas  properties  that  are individually significant are
periodically  assessed  for impairment of value, and a loss is recognized at the
time  of  impairment  by  providing  an  impairment  allowance.  Other  unproved
properties  are amortized based on the average holding period. Capitalized costs
of  producing  oil  and gas properties after considering estimated dismantlement
and  abandonment costs and estimated salvage values are depreciated and depleted
by  the unit-of-production method.  On the sale or retirement of a complete unit
of  a proved property, the cost and related accumulated depreciation, depletion,
and  amortization  are  eliminated from the property accounts, and the resultant
gain  or  loss  is  recognized.  On  the retirement or sale of a partial unit of
proved property, the cost is charged to accumulated depreciation, depletion, and
amortization  with  a  resulting  gain  or  loss  recognized in the statement of
operations.

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

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.

COMPARISON  OF  YEAR  ENDED  DECEMBER  31, 2009 TO YEAR ENDED DECEMBER 31, 2008.

     Financial  results  for  the  year ended December 31, 2009 are not directly
comparable  to  financial  results for the year ended December 31, 2008.  During
2008,  the  Company  had only limited participation interests in various oil and
gas  wells.  During  the  first  quarter  of  2009,  the  Company  completed the
acquisition  of  San Diego Airmotive ("SDA"), which provides maintenance, repair
and  overhaul  ("MRO")  services  of  aircraft  in California.  This acquisition
greatly  affected  the  financial  results  for the year ended December 31, 2009
compared  to  the  financial  results  for  the  year  ended  December 31, 2008.

     REVENUES.  Revenues  were  $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)  compared  to  revenue  of $29,404 in 2008 consisting solely of
revenues from oil and gas operations.  These revenues represent a great increase
from  revenues  for  the 2008, which resulted solely from oil and gas interests,
inasmuch  as  the Company did not own SDA at any time during 2008.  The decrease
in  oil  and  gas  revenues  from  2008  to  2009  resulted  from  a decrease in
production.

     EXPENSES.  Costs and expenses increased to $1,609,598 in 2009 from $220,070
in  2008.  This  increase  in  costs  and  expenses  reflects  the  following:

      *     $460,581  in costs of goods sold in the 2009 from SDA's operation
            compared to  $19,154  in  costs  of  goods sold in 2008 when the
            Company had more limited activity
     *     $380,264  in  selling,  general  and  administrative expenses in 2009
           compared to $193,717 in these expenses in 2008 when the Company had
           more limited activity
     *     $137,613  in depletion and depreciation in 2009 compared to $5,335 in
           these  expenses  in 2008 as the Company wrote down a majority of its
           oil and gas assets  in  2009
     *     $631,000  in  stock  based  compensation  in 2009 compared to no such
           expense  in  2008

The  increase  in  costs  and  expenses was partially offset as interest expense
declined  in  2009  to  $45,588  compared  to  $79,090  in  2008.
                                        18
<PAGE>
     NET  LOSS.  Despite  the considerable increase in revenues in 2009 compared
to  2008,  the  Company's  net loss increased to $988,990 (or $.06 per share) in
2009  from  $269,756  (or $-0- per share) in 2008 as expenses increased greatly,
particularly  the  non-cash  expense  of  stock  based  compensation.

LIQUIDITY  AND  CAPITAL  RESOURCES

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

     We  have  outstanding  the  following  notes that became due and payable on
December  1,  2008.  These  notes  have  an  aggregate principal amount totaling
$607,271  and  aggregate  accrued interest of $99,197 as of May 20 2010.  We are
currently  exploring  ways  to  satisfy  these  amounts.

(a)     Note  payable  to  Mary  Pollock  Merritt,  daughter of our former chief
        executive officer.  This note bears interest at rates of 12% per year
        and became due  on  December  31,  2008.  This  note  is  not
        collateralized.  The current outstanding  balance  on  this note as of
        May 20, 2010 was $94,191, 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
        May 20 2010 was $400,911, plus accrued interest.

(c)     Note  payable  to  Mark  Weller,  our former president and a significant
        stockholder  of ours. This note bears interest of 12% per year and
        became due on December 31, 2008.  This note is not collateralized.  The
        outstanding balance on this  note  as  of  May  20  2010  was  $112,169,
        plus  accrued  interest.

OFF-BALANCE SHEET ARRANGEMENTS

     During  the  year  ended  December  31,  2009,  we had no off balance sheet
arrangements.

Item 7A  Quantitative and Qualitative Disclosures About Market Risks

     Not applicable.
                                        19
<PAGE>
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

I have audited the accompanying consolidated statements of financial position of
AvStar  Aviation  Group,  Inc. as of December 31, 2009 and 2008, and the related
statements of operations, shareholders' equity and 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 (placecountry-regionUnited 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, 2009 and 2008, and the results of its operations and its
cash flows for the year then ended in conformity with accounting principles
generally accepted in the placecountry-regionUnited 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.
www.claythomaspc.com
--------------------
Houston, Texas
April 14, 2010


Clay Thomas, P.C.
www.claythomaspc.com
Houston, Texas
April 14, 2010


                                        F-1
<PAGE>
                           AVSTAR AVIATION GROUP, INC.
                              BALANCE SHEET
                            December 31, 2009

                        ASSETS

 Current assets
Cash                                                          4,565
Accounts receivable                                          23,950
Parts and inventory                                          27,916
Prepaid expenses                                              8,301
                                                             ------

                  Total Current Assets                       64,732

Property and equipment:
Fixed assets                                                 56,657
Investment in subsidiary                                     60,988
                                                            -------

                  Total Fixed Assets                        117,645
                                                            -------
                  Total assets                          $   182,377
                                                        ===========

     LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities
Accounts payable                                            164,403
Accrued interest payable to related parties                  99,197
Notes payable to related parties                             11,900
Accrued liability                                           114,965
                                                             ------

                  Total current liabilities                 390,465

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

                  Total liabilities                       1,050,236

Stockholders' deficit:
Preferred stock: $.001 par value; 10,000,000
   shares authorized, none issued and outstanding                 -
Common stock: $.001 par value; 500,000,000
   shares authorized; 15,728,490 shares
   issued and outstanding                                  400,599
Additional paid-in capital                              19,142,545
Accumulated deficit                                    (20,411,003)
                                                       -----------

                Total stockholders' deficit               (867,859)
                                                       -----------

         Total liabilities and stockholders' deficit       182,377
                                                       ===========
                                   F-2
<PAGE>
                          AVSTAR AVIATION GROUP, INC.
                     CONSOLIDATED STATEMENTS OF OPERATIONS
                     Years ended December 31, 2009 and 2008



                                                      2009              2008

Revenue from o\aviation operations                  660,947                 -
Oil and gas revenue                                   5,249            29,404
                                                  ---------------------------
                                                    666,196            29,404

Costs and expenses:
Cost of goods sold                                  460,581            19,154
Production tax                                          140             1,864
Selling, general and administrative,
       including stock based compensation           380,264           193,717
Dry hole costs                                            0                 0
Depletion and depreciation                          137,613             5,335
Stock based compensation                            631,000                 0
                                                  ---------------------------
Total costs and expenses                          1,609,598           220,070
                                                  ---------------------------
Loss from operations                               (943,402)         (190,666)

Other income and (expenses):
Interest expense                                    (45,588)          (79,090)
Settlement income                                         -                 -
                                                 ----------------------------
Net loss                                           (988,990)         (269,756)
                                                 ============================

Weighted average common shares outstanding       15,728,490       298,865,393

Basic and diluted net loss per common share           (0.06)               (0)

                                        F-3
<PAGE>
                          AVSTAR AVIATION GROUP, INC.
                CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT
                      Years ended December 31, 2009 and 2008



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

Balance at
   December 31,
   2005      222,676,886  222,677  17,257,178 (17,778,287)             (296,432)

Common stock
   issued for
   cash       13,700,000   13,700     171,300                           185,000

Common stock
   issued for
   exercise of
   cashless
   warrants    2,296,434    2,296     (2,296)

Common stock
   issued to
   compensate
   employees and
   consult-
   ants       34,239,244  34,240     585,881               (4,247)      615,874

Common stock
   issued for
   Asset
   Purchase
   Agreement 20,000,000  20,000      150,000                            170,000

Cancellation
   of shares
   under
   Securities
   Purchase
   Agreement
   dated Dec.
   31,2001 (11,653,998) (11,654)      11,654

Net loss                                       (1,010,931)           (1,010,931)
           --------------------------------------------------------------------
Balance at
   December 31,
   2006    281,258,566  281,259   (8,173,717) (18,789,218)   (4,247)   (338,489)

                                        F-4
<PAGE>
Common stock
   issued to
   compensate
   employees and
   consult-
   ants     25,080,978   25,081     200,112                   4,247     229,440

Net loss                                         (402,979)             (402,979)
           --------------------------------------------------------------------
Balance at
   December 31,
   2007       306,339,544  306,340  18,373,829 (19,192,197)     $0     (512,028)

Stock issued for
  compensation 49,160,000   49,160      49,160                   0      175,234

Common Stock issued
  for property
  acquisition  10,000,000   10,000      10,000                           32,000

Net (Income) / Loss                               (330,555)            (330,555)
               -----------------------------------------------------------------
Balances as of
  December 31,
  2008        365,499,544  365,500  18,432,989                   0     (635,350)

Add stock
   issued for
   services   125,000,000  125,000     360,594                          485,594

Reverse stock
   split 1 for
   100       (485,594,446)(485,594)                                     485,594

Stock issued
   for service
   post-split         235        -                                            -

Acquisition of
   subsidiary  50,000,000   50,000     709,907    (719,834)              40,073

Stock issued
   for compen-
   sation      10,100,000   10,100     482,439                          492,439

Stock issued
   for payment
   of loan HLS
   issue
   12/4/09        723,157      723     136,676                          137,399

Imputed interest        -        -      25,481                           25,481

Net income (loss)                                  (988.990)           (988,990)
              -----------------------------------------------------------------

Balance as of
   December 31,
   2009        65,726,490   65,720 20,237,001 (21,231,577)             (928,847)
            ===================================================================

                                        F-5
<PAGE>
                         AVSTAR AVIATION GROUP, INC.
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                     Years ended December 31, 2009 and 2008


                                                     2009               2008

Cash flows from operating activities:
Net loss                                           (989,990)         (312,682)
Adjustments to reconcile net loss to net cash
(used in) operating activities:
   Depletion and depreciation expense                                   5,335
   Impairment of oil and gas properties                                42,926
   Dry hole expense                                                         -
   Plug and abandonment costs                                               -
   Stock-based compensation                                           149,924
Changes in assets and liabilities:                   11,900
     Accounts receivable                              5,694            (1,844)
     Prepaid expenses                                     -                 -
     Accounts payable and accrued liabilities       141,746           (35,259)
     Other                                           20,107            (7,020)
                                                  ---------------------------
Net cash (used in) operating activities            (809,543)         (158,620)

Cash flows (used in) investing activities:
Capital and exploratory expenditures                149,339            31,768


Cash flows from financing activities:
Proceeds from the sale of common stock              655,741                 -
Proceeds from notes payable                                           126,729
                                                 ----------------------------

Net cash provided by financing activities           655,741           126,729
                                                 ----------------------------
Net change in cash and cash equivalents              (4,463)             (123)

Cash and cash equivalents at beginning of year        9,028                 0
                                                 ----------------------------
Cash and cash equivalents at end of year              4,565              (123)
                                                 ============================

                                        F-6
<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.

     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.

                                        F-7
<PAGE>
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.

                                        F-8
<PAGE>
     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 country-regionplaceUnited 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.

                                        F-9
<PAGE>
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.

Effective  January  1,  2009, AvStar Aviation adopted the authoritative guidance
for  Asset  Retiremetn and Environmental Obligations  which requires entities to
record the fair value of a liability for asset retirement obligations ("ARO") in
the  period in which it is incurred and a corresponding increase in the carrying
amount of the related long-lived asset. The present value of the estimated asset
retirement  cost is capitalized as part of the carrying amount of the long-lived
asset and is depreciated over the useful life of the asset.  The Company accrues
an abandonment liability associated with its oil and gas wells when those assets
are  placed  in  service.  The  ARO  is recorded at its estimated fair value and
accretion is recognized over time as the discounted liability is accreted to its
expected settlement value. Fair value is determined by using the expected future
cash  outflows  discounted  at the Company's  credit adjusted risk-free interest
rate.  No market risk premium has been included in  the Company's calculation of
the  ARO  balance.  The  Company's  ARO  liability  at December 31, 2009 was $0.
Unproved  oil  and  gas  properties  that  are  individually  significant  are
periodically  assessed  for  impairment  of  value, and, if necessary, a loss is
recognized  by  providing an impairment allowance. The Company recorded $137,613
and $42,926 of impairment expense in the years ended December 31, 2009 and 2008,
respectively.  Other  unproved  properties  are amortized based on the Company's
average  holding  period.

Capitalized  costs  of  producing  oil  and  gas  properties  after  considering
estimated  dismantlement  and abandonment costs and estimated salvage value, are
depreciated  and  depleted  by  the  unit-of-production  method.  On the sale or
retirement  of  a  complete  unit  of  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.

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 repairs 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.

                                        F-10
<PAGE>
OIL  AND  GAS  REVENUES
-----------------------

Revenues from the sale of oil and natural gas are recognized when the product is
delivered  at  a  fixed  or  determinable  price,  title  has  transferred,
collectibility  is  reasonably  assured and evidenced by a contract. The Company
follows the "sales method" of accounting for its oil and natural gas revenue, so
it  recognizes  revenue  on  all  natural  gas  or crude oil sold to purchasers,
regardless  of  whether  the  sales  are  proportionate  to its ownership in the
property.  A  receivable  or liability is recognized only to the extent that the
Company  has  an  imbalance  on  a  specific  property greater than the expected
remaining  proved  reserves

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  for cash by maintaining deposits in a financial
institution, which may at times exceed the amounts covered by insurance provided
by  the United States Federal Deposit Insurance Corporation ("FDIC") The Company
has  not experienced any losses on deposits. During the years ended December 31,
2009 and 2008, 100% of the Company's revenues were received from five customers.

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  defe rred tax
assets,  based  upon  management's  assessment  as  to  their  realization.

BASIC  AND  DILUTED  NET  LOSS  PER  SHARE
------------------------------------------
Basic  loss per share is computed using the weighted average number of shares of
common stock outstanding during each period. Diluted loss per share includes the
dilutive  effects of common stock equivalents on an "as if converted" basis. For
the years ended December 31, 2009 and 2008, potential dilutive securities had an
anti-dilutive  effect  and  were  not included in the calculation of diluted net
loss  per  common  share.

                                        F-11
<PAGE>
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,
2009  and  2008,  the  Company  reported  losses  of $(988,990)  and $ (269756),
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 2008 and 2009 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
flows  to  sustain  continuing  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  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  has  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
                                                                      =======

                                        F-12
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")  carryforward  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 NOL 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,  2009  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.  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.

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

The  only  employment  agreement that we have entered into with one of our Named
Executive  Officers is a verbal employment agreement with Russell Ivy, our Chief
Executive  Officer  and  President,  pursuant  to  which Mr. Ivy is 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. 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.

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,  2009,  there  was  no  preferred  stock  issued  or  outstanding.

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

During the years ended December 31, 2009 and 2008, the Company issued shares for
cash under private placements of securities and as compensation to employees and
consultants.

     During  February  2009  we  issued  1.0 million shares of our newly-created
series  A  preferred stock to AvStar Aviation Services, Inc. in consideration of
all  of  the outstanding common stock in San Diego Airmotive.  These 1.0 million
shares  of  Series  A  Preferred Stock automatically converted into 50.0 million
shares  of  common  stock  on  September  21,  2009.

                                        F-13
<PAGE>
     During  November 2009, we issued an aggregate of 10.1 million shares of its
common  stock  for  the  following  purposes:
     *     4.0 million shares were issued to Russell Ivy, the Company's
           president, as a  sign-on  bonus
     *     2.5  million  shares  were issued to Greg Noble, the Company's former
           vice president  and  a  former  Company  director,  as  promised
           compensation for his service  as  a  Company  officer
     *     1.5  million  shares  were  issued  to  PersonNameRobert  Wilson,  a
           Vice President  and  the  Company's  Chief  Financial  Officer,  in
           lieu  of  cash compensation
     *     1.475  million  shares  were  issued  to  Henry  L.  Schulle,  an
           outside consultant,  in  lieu  of  cash  compensation  for  past  and
           future  services
     *     An  aggregate  of  300,000  shares  were  issued  to  the  Company's
           three directors  (100,000  shares  each)  for  services  as  such
     *     250,000  shares  were  issued to an attorney for legal services
           previously provided  having  a  value  to  be  determined
     *     75,000  shares  were  issued to a registered securities broker dealer
           for services  in  connection  with  a  capital  raising  transaction

     During December 2009, the Company issued 723,157 shares of its common stock
to  Henry  L.  Schulle in cancellation of debt in the amount of $137,399 owed by
the  Company  to  him.

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,  2009and  2008  follows:

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

Balance outstanding at
  January 1, 2006                     350,000     $ 0.200-$1.000   $     0.56

Balance outstanding at
  December 31, 2007                   350,000     $ 0.200-$1.000   $     0.56

Balance outstanding at
  December 31, 2008                   350,000     $ 0.200-$1.000         0.56

Balance outstanding at
  December 31, 2009                   350,000     $ 0.200-$1.000         0.56

All outstanding stock options are exercisable at December 31, 2009. A summary of
outstanding stock options at December 31, 2009 follows:

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

   50,000              May 2010        2.1          $0.500
  100,000              May 2010        2.1           1.000
  100,000           August 2010        2.6           0.200
  100,000          January 2011        2.9           0.500
 --------
  350,000
=========

                                          F-14
<PAGE>
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,  2009.

STOCK  WARRANTS
---------------
The  Company  did  not  grant  any  warrants  in  2008  or  2009.

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

A  summary  of  the Company's stock warrant activity and related information for
the  years  ended  December  31,  2009  and  2008  follows:

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

Warrants outstanding at
      December 31, 2005    22,589,487  $  0.008-$3.75               0.015

  Issued                    9,000,000  $  0.010-$0.015              0.014
  Exercised                (3,626,100) $  0.007-$0.019              0.015
  Expired                  (3,428,000) $     3.75                   0.016
                           ----------
Warrants outstanding at
      December 31, 2006    24,535,387  $  0.008-$0.02               0.016

  Issued                            0
  Exercised                         0
  Expired                          (0)
                          -----------
Warrants outstanding at
      December 31, 2007    24,535,387  $  0.008-$0.02               0.016

  Issued                            0
  Exercised                         0
  Expired                          (0)
                          -----------
Warrants outstanding at
      December 31, 2008    24,535,387  $  0.008-$0.02               0.016
                          ===========
Warrants outstanding at
      December 31, 2009    24,535,387  $  0.008-$0.02               0.016

All  stock  warrants  are  exercisable  at  December  31,  2009.  A  summary  of
outstanding  stock  warrants  at  December  31,  2009  follows:

                                        F-15
<PAGE>

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

     6,000          January  2010       1.6              0.010
     3,000          February  2010      1.7              0.120
    11,250          June  2010          1.9              0.008
    20,000          January  2012       3.8              0.01
    70,000          February  2012      3.9              0.015
  ---------
    110,250
 ==========


                                        F-15
<PAGE>
8.  SUBSEQUENT  EVENTS


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

     On  April  8,  2010,  (a)  Twin Air Calypso Services, Inc., a newly-formed,
indirect  wholly-owned  Florida  subsidiary  (the "Operating Subsidiary") of the
Company,  and  (b)  Miami  Aviation Maintenance Co. ("MAMCO") executed a bill of
sale  whereby  MAMCO  assigned to the Operating Subsidiary certain of its assets
used  to  provide  aviation  MRO  services.  These  assets  were  assigned  in
consideration  of  750,000  shares  of the Company's common stock. In connection
with  the  organization of the Operating Subsidiary, SDA had previously assigned
all  of  its  assets  to the Operating Subsidiary in consideration of all of the
shares of the common stock of the Operating Subsidiary to be outstanding for the
foreseeable  future. The Operating Subsidiary was formed to provide aviation MRO
services,  as well as airline support services. The services will be offered out
of  North  Perry  Field  in  Hollywood,  Florida  in  Broward  County,  Florida.

<PAGE>
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  the Company's management,
including  its  Chief  Executive  Officer  and  Chief  Financial  Officer,  as
appropriate  to  allow  timely decisions regarding required disclosure. Although
the evaluation did not detect any material weaknesses in the Company's system of
internal  accounting  controls  over  financial reporting, management identified
significant  deficiencies  with respect to the timely public reporting of events
requiring  such  reporting.  We are instituting corrective action to ensure that
such  events  are  timely  reported  publicly.

Notwithstanding management's assessment that our internal control over financial
reporting  was  ineffective  as  of  December  31,  2009,  and  the  significant
deficiencies  described  above,  we  believe  that  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.

     A  controls  system  cannot  provide  absolute assurance, however, that the
objectives  of  the  controls  system are met, and no evaluation of controls can
provide  absolute  assurance  that all control issues and instances of fraud, if
any,  within  a  company  have  been  detected.

                                        <PAGE>
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  the  company.

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

     This  annual report does not include an attestation report of the company's
registered  public  accounting  firm  regarding internal controls over financial
reporting.  Management's  report was not subject to attestation by the company's
registered  public accounting firm pursuant to temporary rules of the Securities
and  Exchange Commission that the company to provide only management's report in
the  annual  report.

Changes in  Internal  Controls over  Financial  Reporting

     During  the  fourth  fiscal  quarter  of 2009, 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.

                                    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
----                        ---              ---------
Russell  Ivy                 43              Chief  Executive Officer, President
                                             and  director

Henry  A.  Schulle           46              Vice  President,  Secretary,  and
                                             director

James  H.  Short             67              Director

Robert Wilson                53              Vice President and Chief Financial
                                             Officer

     The  following  is  the  background  of  our  officers  and  directors:

     RUSSELL  IVY.  Mr.  Ivy  has  served  as one of our directors and our Chief
Executive  Officer  and  President  since  April  2009.  Mr.  Ivy  has served as
President  and  Chief  Executive  Officer of AvStar Aviation Services, Inc., the
Company's  controlling  stockholder,  since  January  2009.  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.
<PAGE>
     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.

     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

     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 three 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,  2009:  Each  of AvStar Aviation Services, Inc., Russell Ivy, Greg
Noble,  Henry A. Schulle, James H. Short and Robert Wilson failed to file timely
their  respective  initial  Form 3's; however, each of these persons (other than
Mr.  Noble)  filed a Form 3 prior to December 31, 2009.  Thomas Mathew failed to
file  his initial Form 3 and a Form 5 to correct the failure to file the Form 3.
Each  of  Russell  Ivy  and  Robert Wilson failed to file a Form 4 regarding the
October 2009 grant to them of shares for their services as officers and a Form 5
to  correct  the  failure  to  file  the  Form 4.  Each of Russell Ivy, Henry A.
Schulle,  and  James H. Short failed to file a Form 4 regarding the October 2009
grant  to them of shares for their services as directors and a Form 5 to correct
the  failure  to  file  the  Form  4.

Item  11.  Executive  Compensation.

     The  following  table sets forth the compensation we paid during the fiscal
years  ended  December  31, 2009 and 2008 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."
<PAGE>
                         Summary Compensation Table (1)

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

Russell Ivy,
Chief Executive
Officer (2)           2009   $120,000 (3)$240,000(4)   $6,000(5)     $366,000

Gregory H. Noble,
Interim Chief Executive
Officer and Vice
President (6)         2009   $-0-        $-0-        $150,000(7)     $150,000

Thomas Mathew,
Chief Executive
Officer (8)           2009   $-0-        $-0-        $-0-            $-0-

Alan Premel
Chief Executive
Officer (9)           2008   $-0-        $-0-        $-0-            $-0-

Charles B. Pollock,
Chief Executive
Officer (10)          2008   $-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.  Ivy  was  elected  Chief  Executive Officer and President effective
        April  30,  2009.
(3)     All  of  this  amount  was  accrued  and  not  paid.
(4)     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 $140,000  as  of  April 12, 2010, based on the
        $.035 closing price of our common stock  on  that  date.
(5)     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.
(6)     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.
(7)     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.
(8)     Mr.  Mathew  was  elected  President effective December 31, 2008, and he
        served  as  such  until  February  27,  2009.
(9)     Mr.  Premel  was  elected  President effective December 23, 2008, and he
        served  as  such  until  December  31,  2008.
(10)    Mr.  Pollock  served  as  Chief  Executive  Officer and President until
        December  23,  2008.
<PAGE>
No  options  or  unvested  stock  awards  had been granted in favor of our Named
Executive  Officers  as  of  December  31,  2009.

                             Employment Agreements

     The  only  employment  agreement  that we have entered into with one of our
Named  Executive  Officers  is an employment agreement dated March 17, 2010 with
Russell  Ivy,  our  president  and  Chief  Executive  Officer  (the  "Employment
Agreement").  The  Employment Agreement has a one-year term, possibly subject to
earlier termination by either Mr. Ivy or us upon notice to the other.  Under the
Employment  Agreement,  Mr. Ivy is to receive an annual salary of $37,500, which
represents  a  significant  reduction  from a salary that Mr. Ivy had heretofore
been  receiving pursuant to a verbal employment agreement.  Furthermore, per the
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  is  also  entitled  to participate in any and all employee
benefit  plans now existing or hereafter established for our employees, provided
that  he  meets  the  eligibility  criterion therefor.  The Employment Agreement
replaced  verbal  employment agreement with Mr. Ivy, our Chief Executive Officer
and  President,  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.

                             DIRECTOR COMPENSATION

     The following table sets forth director compensation paid during the fiscal
year  ended December 31, 2009, not already reflected in the Summary Compensation
Table  set  forth  above  (1).

                             Stock Awards            Total
      Name                       ($)                   ($)
      (a)                        (c)                   (h)
   Henry A. Schulle            $6,000(2)            $6,000

   James H. Short              $6,000(2)            $6,000


(1)     The  columns  designated  by  the  SEC for the reporting of certain fees
        earned  or  paid in cash, 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 fiscal 2009.
(2)     The  figure  in the table is based on a stock award comprised of 100,000
        shares  of  our common stock multiplied by $.06, the closing price of
        our common stock  on  the  date  of  grant.

Item  12.  Security  Ownership of Certain Beneficial Owners and Management and
Related  Stockholder  Matters.

     The  table  sets  forth  below contains certain information as of April 27,
2010 concerning the beneficial ownership of our voting stock by each stockholder
who  is  known by us to own beneficially in excess of 5% of an outstanding class
of  voting  stock.  Each of Russell Ivy, Henry A. Schulle and James H. Short are
officers  and directors of AvStar Aviation Services, Inc. and thus may be deemed
to  be  the beneficial owners of the shares owned by such corporation, provided,
however, each of them has disclaimed beneficial ownership of such shares, and no
ownership  of  such  shares  is  attributed  to  them  in  the  table  below.
<PAGE>
     In  addition to the entries set forth in the table below, we are aware that
each  of  Real  Time  Interests,  Inc. and Big Time Financial, Inc. (on or about
March  23,  2010),  and  Mary Merritt  (on or about April 14, 2010) acquired 7.0
million  of  our  shares  of  common  stock, requiring them to report such share
ownership  on  a  Schedule  13D  or  a  Schedule 13G.  To our knowledge, no such
filings  were  made by any of the three preceding persons.  In addition, each of
these  persons has placed its or her shares in "street" name, so that we are not
able  to  ascertain their continued ownership of our common stock, if any.  As a
result,  we  are not in a position to include the beneficial ownership of any of
the  three  persons  named  in  this  paragraph.

     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  April  27,  2010  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.

                   Amount and Nature of Beneficial Ownership

Name of Beneficial Owner                   Number       Percent
------------------------                   ------       -------
Non-Management 5% Stockholders
------------------------------
AvStar Aviation Services, Inc.          50,000,000       48.5%

La  Jolla  IPO,  Inc.  (1)
7486  La  Jolla  Blvd.,  #360
La Jolla, CA 92037                      6,000,000        5.8%

Directors and  Executive  Officers
-----------------------------------
Russell Ivy                            19,100,000       18.5%

Robert Wilson                           1,500,000        1.5%

Henry A. Schulle                          100,000          *

James A. Short                            100,000          *

 All directors and executive officers
 as a group (four persons)             20,800,000       20.2%

(1)     The information for this beneficial owner is derived from a Schedule 13G
        filed  with  the  SEC  on  May  3,  2010.

*       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.

     We  entered  into a Share Exchange Agreement fully executed on February 20,
2009 providing for our acquisition of all of the outstanding common stock in San
Diego  Airmotive  ("SDA").  In  connection  with  this acquisition, we issued to
AvStar  Aviation Services, Inc. ("AvStar Services"), the prior owner of SDA, 1.0
million shares of our series A preferred stock, which shares then constituted in
the  aggregate over 90% of outstanding economic interest and voting power in us.
These  1.0  million  shares of our series A preferred stock eventually converted
into 50.0 million shares of common stock.  Each of Henry A. Schulle and James H.
Short  (each now a director of ours, and in the cases of Mr. Schulle, an officer
as  well)  was  a director or an officer or both of AvStar Services prior to the
completion  of  this transaction.  Russell Ivy (now an officer and a director of
ours)  became an officer and a director of AvStar Services after our acquisition
of  SDA.  For  more information about this transaction, see "Item 1.  Business -
General."
<PAGE>
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 May 17, 2010, James
H.  Short  is an "independent" director in accordance with the AMEX independence
standards.

Item  14.  Principal  Accountant  Fees  and  Services.

     During  2009 and 2008, the aggregate fees that we paid to Clay Thomas,P.C.,
our independent auditors, for professional services were as follows:

                                     Year Ended December 31,
                                     -----------------------
                                         2009              2008
                                         ----              ----
Audit  Fees  (1)                  $     47,000(2)   $     15,000
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  Audist and  Permissable
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.
<PAGE>
                                    PART IV

Item 15. Exhibits, Financial Statement Schedules.

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

Exhibit  No.     Description
------------     -----------

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    $235,000 principal amount note dated November 22, 2006 issued by AvStar
        Aviation  Services,  Inc.  (AvStar")  to  TexCom, Inc. 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  10.1.
10.3    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.
10.4    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.
10.5    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.
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

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                                   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/ Russell Ivy
                                    Russell  Ivy
                                    Chief Executive Officer & President
Date:   June  15,  2010