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): April 8, 2010
AVSTAR AVIATION GROUP, INC.
---------------------------
(Exact name of registrant as specified in its charter)
Colorado 0-30503 76-0635938
- --------------------------------------------------------------------------------
(State or other jurisdiction (Commission File Number) (IRS Employer ID Number)
of incorporation)
3600 Gessner, Suite 220, Houston, Texas 77063
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (281) 710-7103
-----------------------------
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 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On April 8, 2010, (a) Twin Air Calypso Services, Inc., a newly-formed,
indirect wholly-owned Florida subsidiary (the "New Subsidiary") of AvStar
Aviation Group, Inc. (the "Company"), and (b) Miami Aviation Maintenance Co.
("MAMCO") executed a bill of sale whereby MAMCO assigned to the New Subsidiary
certain of its assets used to provide aviation maintenance, repair and overhaul
("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 New
Subsidiary, San Diego Airmotive ("SDA"), a wholly-owned subsidiary of the
Company, had previously assigned all of its assets to the New Subsidiary in
consideration of all of the shares of the common stock of the New Subsidiary to
be outstanding for the foreseeable future. The New 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 Broward County, Florida in
Hollywood, 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.
ITEM 2.01. COMPLETION OF ACQUISITION OR DISPOSITION OF ASSET.
The information included in Item 1.01 of this Current Report on Form 8-K is
also incorporated by reference into this Item 2.01 of this Current Report on
Form 8-K.
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 New
Subsidiary's president to contribute to the management of the New 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.
ITEM 3.02. UNREGISTERED SALES OF EQUITY SECURITIES.
The information included in Item 1.01 of this Current Report on Form 8-K is
also incorporated by reference into this Item 3.02 of this Current Report on
Form 8-K.
The issuance of the 750,000 shares of the Company's Common Stock in
connection with the acquisition of certain assets of MAMCO is claimed to be
exempt pursuant to Section 4(2) of the Securities Act of 1933 (the "Act") and
Rule 506 of Regulation D under. No advertising or general solicitation was
employed in offering these securities. The offering and sale was made only to
one person, and subsequent transfers were restricted in accordance with the
requirements of the Act.
The securities issued in connection with the acquisition were not
registered under the Securities Act of 1933, as amended, and may not be offered
or sold in the United States in the absence of an effective registration
statement or exemption from registration requirements.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements of Business Acquired.
The Company is currently determining whether or not financial statements
are required to be filed under this Item 9.01(a). If the Company determines that
financial statements are so required, they will be filed within 71 calendar days
of the date hereof.
(b) Pro Forma Financial Information.
The Company is currently determining whether or not pro forma financial
statements are required to be furnished under this Item 9.01(b). If the Company
determines that pro forma financial statements are so required, they will be
filed within 71 calendar days of the date hereof.
(c) Exhibits
Exhibit No. Description
- ----------- -----------
10.1 Bill of Sale dated April 8, 2010 by and between Twin Air Calypso
Services, Inc. and Miami Aviation Maintenance Co.
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 13, 2010 /s/ Henry A. Schulle
-------------------------
Henry A. Schulle,
Vice President