SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 31, 2010
AVSTAR AVIATION GROUP, INC.
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(Exact name of registrant as specified in its charter)
Colorado 0-30503 76-0635938
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) ID Number)
3600 Gessner, Suite 220, Houston, Texas 77063
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (281) 710-7103
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Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 1.02 TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT
On March 31, 2010, the Hangar Sublease dated May 1, 2007 between San Diego
Airmotive ("SDA"), a wholly-owned subsidiary of AvStar Aviation Group, Inc. (the
"Company"), 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 in Item 8.01 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.
ITEM 8.01 OTHER EVENTS.
On March 31, 2010, the Company entered into a letter of intent with Miami
Aviation Maintenance Co. ("MAMCO"), whereby SDA and MAMCO would combine their
assets in a newly-formed Florida corporation named "Twin Air Calypso Services,
Inc." (the "New Subsidiary" herein). The New Subsidiary would provide aviation
maintenance, repair and overhaul services, as well as airline support services.
The services will be provided out of North Perry Field in Broward County,
Florida near Fort Lauderdale. Management believes that the local Florida
economy is significantly stronger than the local California in which SDA has
historically provided services. Management will leave open the possibility of
returning to the California market when the economy there strengthens.
In consideration of contributing their respective assets to the New
Subsidiary, MAMCO would receive a number of shares of the common stock of the
Company to be agreed upon prior to closing, while the Company would receive all
of the outstanding shares in the New Subsidiary. The consummation of this
transaction is subject to a number of customary pre-closing conditions, and
accordingly there can be no assurance that this transaction will be completed
and the business of SDA will be continued.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
AVSTAR AVIATION GROUP, INC.
Date: April 6, 2010 /s/ Henry A. Schulle
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Henry A. Schulle,
Vice President