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): October 1, 2011
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 (713) 965-7582
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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 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION
On February 27, 2012, AvStar Aviation Group, Inc. (the "Company")
issued a press release reporting on its revenues for fiscal 2011. This press
release is attached to this Current Report on Form 8-K as Exhibit 99.1. The
press release also reported on a consent order into which it had entered with
the U.S. Department of Transportation regarding allegations that the Company
exceed its "on-demand" authority regarding the number of times the Company flew
to the destinations of Marsh Harbour and Treasure Cay on the island of Abaco.
The information contained in this Item 2.02 and the related exhibit
are "furnished" but not "filed" for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended.
ITEM 4.01 - CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
On December 9, 2011, Clay Thomas, PC ("Thomas") resigned as the independent
registered public accounting firm of the Company. The principal reason given by
Thomas was the Company's failure to pay fees owed to Thomas, which precluded
Thomas from completing its review of the Company's Quarterly Report on Form 10-Q
for the quarter ended September 30, 2011.
The audit reports of Thomas on the financial statements of the Company as
of and for the years ended December 31, 2010 and 2009 did not contain an adverse
opinion or a disclaimer of opinion, and were not qualified or modified as to
uncertainty, audit scope or accounting principles, except that such financial
statements included a going concern explanatory paragraph.
During the Company's two most recent fiscal years ended December 31, 2010
and 2009 and through the date of this Report, there were: (i) no disagreements
between the Company and Thomas on any matters of accounting principles or
practices, financial statement disclosure, or auditing scope or procedures,
which disagreements, if not resolved to the satisfaction of Thomas, would have
caused Thomas to make reference to the subject matter of the disagreement in its
report on the Company's financial statements for such years, and (ii) no
reportable events within the meaning set forth in Item 304(a)(1)(v) of
Regulation S-K. The Company has authorized Thomas to respond fully to inquiries
from the Company's successor auditor regarding the disclosure in this Form 8-K.
The Company provided Thomas a copy of the disclosures in this Report at the
time of the filing with the Securities and Exchange Commission ('SEC') and
requested that Thomas furnish it with a letter addressed to the SEC stating
whether or not Thomas agrees with the Company's statements applicable to it in
this Item 4.01. A copy of such letter will be filed subsequently as an exhibit
to this Form 8-K.
The Company has not engaged a new independent registered public accounting
firm to audit the Company's financial statements for the year ending December
31, 2011. When such a firm is so engaged, the Company will file an amendment to
this Report giving details in this regard.
ITEM 4.02 NON-RELIANCE ON PREVIOUSLY ISSUED FINANCIAL STATEMENTS OR A
RELATED AUDIT REPORT OR COMPLETED INTERIM REVIEW.
Clay Thomas, PC ("Thomas"), the Company's independent registered public
accounting firm prior to December 9, 2011, has advised the Company that the
interim financial statements contained in the Company's Quarterly Report on Form
10-Q for the quarter ended September 30, 2011 should no longer be relied upon
because Thomas did not complete its review of such Report. Thomas believes
that such financial statements contain one or more errors. Thomas has not
advised the Company as to these errors, but indicated that he would do so in
writing in the near future. When the Company receives this letter, it will
disclosure the nature of the alleged errors in an amendment to this Form 8-K.
The Company provided Thomas a copy of the disclosures in this Report at the
time of the filing with the SEC) and requested that Thomas furnish it with a
letter addressed to the SEC stating whether or not Thomas agrees with the
Company's statements applicable to it in this Item 4.01. A copy of such letter
will be filed subsequently as an exhibit to this Form 8-K.
ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
On October 1, 2011, the Company received from Stephen Wood, theretofore a
Company director and its Chief Technology Officer, a letter stating that he was
resigning from all management positions with the Company. Mr. Wood indicated
that the he was resigning due to other commitments. The resignation was not the
result of any disagreement between Mr. Wood and the Company. The Company will
not now elect another director to fill Mr. Wood's seat, but will continue with a
four-person Board for the time being.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
Exhibit
Number Exhibit Title
99.1 Press Release of AvStar Aviation Group, Inc. dated February 27, 2012
entitled "AvStar Aviation Group, Inc. Releases Company Activity Update."
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: March 5, 2012 /s/ Clayton I. Gamber
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Clayton I. Gamber,
Chief Executive Officer & President