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): June 27, 2010
AVSTAR AVIATION GROUP, INC.
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(Exact name of registrant as specified in its charter)
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Colorado 0-30503 76-0635938
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(State or other jurisdiction (Commission File Number) (IRS Employer ID Number)
of incorporation)
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 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On or about June 27, 2010, we entered into a stock sale and purchase
agreement (the "Stock Agreement") with the shareholders of Twin Air Calypso
Limited, Inc., a company related to MAMCO ("Twin Air"). Pursuant to the Stock
Agreement, we would acquire all of the outstanding stock in Twin Air for (a) a
cash amount equal to $500,000, $154,000 of which has already been paid and (b)
18 million shares of our common stock. The currently unpaid portion of the cash
amount would be paid in small number of future installments. Twin Air operates
a charter air service from South Florida to the Bahamas with seven aircrafts.
The parties are endeavoring to consummate the transactions provided by the Stock
Agreement on or August 31, 2010. However, the consummation of these
transactions is subject to a number of customary conditions (including our
procurement of necessary financing), and there can be no assurance that they
will be completed. The consummation of these transactions will not be submitted
to our stockholders for their consideration and approval. All descriptions of
the Stock Agreement contained herein and all references to the terms, provisions
and conditions of the Stock Agreement are qualified in their entirety by
reference to the Stock Agreement and the first amendment thereof, which are
attached as Exhibits 10.1 and 10.2 hereto and are incorporated herein by
reference for all purposes hereof.
ITEM 3.02. UNREGISTERED SALES OF EQUITY SECURITIES.
During June 2010, AvStar Aviation Group, Inc. (the "Company") issued
750,000 shares of its common stock to Miami Aviation Maintenance Co. in
consideration of the assignment during April 2010 of certain of its assets to a
newly-formed, indirect wholly-owned Florida subsidiary of the Company.
During June 2010, the Company issued 600,000 shares of its common stock to
CMS Capital to resolve temporarily certain disagreements that this firm had with
the Company.
During July 2010, the Company issued 4.0 million shares of its common stock
to an attorney for the Company to secure accrued fees owed to him.
During July 2010, the Company issued an aggregate of 15.0 million shares of
its common stock to three persons holding interests in a convertible promissory
note in exchange for a partial reduction in the indebtedness represented
by this note.
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"). No advertising or general solicitation was employed in offering these
securities. The offering and sale was made only to accredited investors, and
subsequent transfers of shares that had not yet satisfied the holding period of
Rule 144(b)(1)(i) under the Act were restricted in accordance with the
requirements of the Act.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
Exhibit
Number Exhibit Title
10.1 Stock Sale and Purchase Agreement dated effective as of June 27, 2010
by and between the Company, on the one hand, and Clayton I. Gamber,
Kenneth W. Langston and Robin V. Gamber, on the other hand.
10.2 First Amendment to Stock Sale and Purchase Agreement dated effective as
of July 11, 2010
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: August 12, 2010 /s/ Henry A. Schulle
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Henry A. Schulle,
Vice President