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                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  FORM 10-Q/A
                               (AMENDMENT NO. 1)

(MARK ONE)

[X]     QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE
             SECURITIES EXCHANGE ACT OF 1934

                  FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2011


[ ]     TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE
            SECURITIES EXCHANGE ACT OF 1934

                 For the transition period from                    TO

                         Commission File Number 0-30503
                                                -------

                          AVSTAR AVIATION GROUP, INC.
             (Exact Name of Registrant as Specified in Its Charter)

               Colorado                               76-0635938
(State or other jurisdiction of incorporation      (I.R.S. Employer
           or organization)                        Identification No.)


                 3600 GESSNER, SUITE 220, HOUSTON, TEXAS 77063
                    (Address of principal executive offices)

                                  713-965-7582
                        (Registrant's telephone number)

Check  whether  the issuer (1) filed all reports required to be filed by Section
13  or  15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and  (2) has been
subject  to  such  filing  requirements  for  the  past  90 days. Yes [ ] No [X]

Indicate  by  check mark whether the registrant has submitted electronically and
posted  on  its corporate Web site, if any, every Interactive Data File required
to  be  submitted  and posted pursuant to Rule 405 of Regulation S-T (232.405 of
this  chapter)  during  the preceding 12 months (or for such shorter period that
the  registrant was required to submit and  post  such  files).  Yes [X]  No [ ]

Indicate  by  check mark whether the Registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company.  See
the  definitions  of "large accelerated filer," "accelerated filer" and "smaller
reporting  company"  in  Rule  12b-2  of  the  Exchange  Act  (Check  one).

Large accelerated filer        [ ]       Accelerated filer           [ ]

Non-accelerated filer          [ ]       Smaller reporting company   [X]
(Do  not  check  if  smaller  reporting  company)

Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act).  Yes [ ] No [X]

State the number of shares outstanding of each of the issuer's classes of common
equity,  as  of  the  latest  practicable  date: 315,460,075 common shares as of
August  2,  2011




AMENDMENT NO. 1 TO THE QUARTERLY REPORT ON FORM 10-Q FOR THE QUARTER ENDED JUNE 30, 2011 EXPLANATORY NOTE We are filing this Amendment No. 1 (the "Amendment") to our Quarterly Report on Form 10-Q for the quarter ended June 30, 2011 (the "Quarterly Report") for the following reasons: * to furnish Exhibit 101 to the Form 10-Q in accordance with Rule 405 of Regulation S-T. * to check the box on the cover page hereof to indicated that we are not a shell company (this box was inadvertently left unchecked) Other than for these changes, the Quarterly Report is not being amended in any respect. This Amendment speaks as of the original filing date of the Form 10-Q, does not reflect events that may have occurred subsequent to the original filing date and does not modify or update in any way disclosures made in the original Form 10-Q. Pursuant to rule 406T of Regulation S-T, the interactive data files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Act of 1934, as amended, and otherwise are not subject to liability under those sections. ITEM 6. EXHIBITS. (a) The following exhibits are filed with this Quarterly Report or are incorporated herein by reference: Exhibit Number Description 10.01 Form of 8% Convertible Note made payable by us to Asher Enterprises, Inc.* 31.01 Certification pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934.* 31.02 Certification pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934.* 32.01 Certification Pursuant to 18 U.S.C. Section 1350, as pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.* 32.02 Certification Pursuant to 18 U.S.C. Section 1350, as pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.* 101.INS** XBRL Instance Document 101.SCH** XBRL Taxonomy Extension Schema Document 101.CAL** XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF** XBRL Taxonomy Extension Definition Linkbase Document 101.LAB** XBRL Taxonomy Extension Label Linkbase Document 101.PRE** XBRL Taxonomy Extension Presentation Linkbase Document * Previously filed ** XBRL information is furnished and not filed or a part of a registration statement or prospectus for purposes of sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections. SIGNATURES In accordance with the requirements of the Exchange Act, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized. AVSTAR AVIATION GROUP, INC. (Registrant) By: /s/ Clayton I. Gamber --------------------- Clayton I. Gamber, Chief Executive Officer (Principal Executive Officer) By: /s/ Robert Wilson --------------------- Robert Wilson, Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) September 14, 2011