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):  December 21, 2010

                          AVSTAR AVIATION GROUP, INC.
                          ---------------------------
             (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 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         (713) 965-7582
                                                    ----------------------------

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  8.01  OTHER  EVENTS.

     On  December  21, 2010, AvStar Aviation Group, Inc. (the "Company") entered
into  a  letter  of  intent  with  Kenneth W. Langston whereby the Company would
purchase  35%  of the outstanding membership interests in Aircraft Charters, LLC
("Charters),  a  Florida  limited  liability company that owns aircraft that are
leased to the Company.  The purchase price for these interests is expected to be
$250,000,  and  will  be  paid in some combination of cash, promissory notes and
Company  stock, as agreed upon by the parties prior to closing.  The parties are
trying  to  set  a  February  15,  2011  closing date.  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  membership  interests  in  Aircraft  Charters  will  be  acquired.

                                   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:  January 24, 2011                  /s/ Clayton I. Gamber
                                         ---------------------------------------
                                             Clayton I. Gamber,
                                             Chief Executive Officer & President