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 September 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.
or organization) Employer Identification No.)
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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 [X] No [ ]
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: 469,110,950 common shares as of
November 18, 2011
AMENDMENT NO. 1 TO THE QUARTERLY REPORT ON FORM 10-Q
FOR THE QUARTER ENDED SEPTEMBER 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 September 30, 2011 (the "Quarterly
Report") for the following reasons:
* to re-file our financial statements for the quarter ended September
30, 2011 because after filing the Quarterly Report we discovered that
some (although not all) of these financial statements contained
some incorrect figures or omitted some figures outright
* to furnish Exhibit 101 to the Form 10-Q in accordance with Rule
405 of Regulation S-T.
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.
PART I FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
BALANCE SHEET
AVSTAR AVIATION GROUP, INC.
Period End: September 30, 2011
September 30, December 31,
2011 2010
ASSETS
Current assets
Cash 5,865 5,648
Accounts receivable 189,208 146,826
Prepaid expenses 25,757 4,858
Inventory - 11,008
-----------------------
Total Current Assets 220,830 168,340
Property and equipment: 85,996 9,819
------------------------
Total property and equipment 85,996 9,819
Investment in subsidiary 894,035 781,840
-------------------------
Total Assets 1,200,861 959,999
=========================
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BALANCE SHEET
Period End: September 30, 2011
September 30, December 31,
2011 2010
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities
Accounts payable 135,402 83,189
Other current liabilities 323,769 -
Accrued interest payable to related parties 132,517 99,197
Notes payable to related parties 226,447 477,336
Notes payable - other 91,148 383,574
-------------------------
Total current liabilities 909,283 1,043,296
Long term debt to related parties 1,123,226 1,057,477
-------------------------
Total liabilities 2,032,509 2,100,773
Stockholders' deficit:
Preferred stock: $.001 par value;
1,000,000 shares authorized,
none issued and outstanding
Common stock: $.001 par value;
500,000,000 shares authorized;
390,197,002 and 176,899,542 shares
issued and outstanding at September 30,
2011 and December 31, 2010,
respectively 390,197 176,900
Additional paid-in capital 21,618,183 21,441,852
Accumulated deficit (22,840,028) (22,759,526)
-----------------------------
Total stockholders' deficit (831,648) (1,140,774)
-----------------------------
Total liabilities and stockholders' deficit 1,200,861 959,999
=============================
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AVSTAR AVIATION GROUP, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)
Three Months Ended Nine Months Ended
September 30 September 30
2011 2010 2011 2010
Oil and gas revenue $997 $- $10,492 $1,231
Income from aviation operations 520,156 516,893 1,741,603 1,121,756
-------------------------------------------
Total revenue 521,153 516,893 1,752,251 1,122,987
Costs and expenses:
Cost of goods sold 449,775 448,692 1,380,461 873,308
Lease operating expenses
Production taxes
Dry hole costs -
Depreciation and depletion 260 2,226 780 8,226
Selling, general and administrative,
expenses 141,159 322,632 417,592 1,245,312
-------------------------------------------
Total costs and expenses 591,194 773,550 1,798,833 2,126,846
-------------------------------------------
Income (Loss) from operations (70,041) (256,657) (46,582) (1,003,859)
Other (expenses):
Interest expense 11,400 33,920
--------------------------------------------
Net income (loss) $(81,441) $(256,657) $(80,502) $(1,003,859)
============================================
Basic and diluted net loss per
common share $(0.0002) $ (0.0017) $ (0.003) $ (0.0066)
Weighted average common shares 334,992,772 151,899,542 283,548,272 151,899,542
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AVSTAR AVIATION GROUP, INC.
UNAUDITED CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
for the nine months ended September 30, 2011 and 2010
(Unaudited)
Nine Months Ended
September 30
2011 2010
Cash flows from operating activities:
Net income (loss) $ (80,502) $(1,003,859)
Adjustments to reconcile net loss to
net cash used in operating activities (221,339) 231,909
-----------------------------------
Net cash used in operating activities (301,841) (771,950)
Cash flows from investing activities (138,682) (375,946)
Cash flows from financing activities 440,740 (1,140,104)
-----------------------------------
Net cash provided by (used in)
financing activities 440,740 (1,140,104)
----------------------------------
Net increase (decrease) in cash and
cash equivalents 217 (7,792)
Cash and cash equivalents at beginning
of period 5,648 18,087
-----------------------------------
Cash and cash equivalents at end of
period $ 5,865 $ 10,295
====================================
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AVSTAR AVIATION GROUP, INC.
CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT
For the Nine Months ended September 30, 2011
Additional Total
Common Stock Paid-In Accumulated Stockholders'
Shares Amount Capital Deficit Deficit
Balances as of
December 31,
2010 176,899,542 176,900 21,441,852 (22,759,526)(1,140,774)
Debt conversion 213,297,460 213,297 176,331 389,628
Imputed interest 0
Gain on conversion
Net income (80,502) (80,502)
--------------------------------------------------------------
Balance at September
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30, 2011 390,197,002 390,197 21,618,183 (22,840,028) (831,648)
PART II OTHER INFORMATION
ITEM 6. EXHIBITS.
(a) The following exhibits are filed with this Quarterly Report or are
incorporated herein by reference:
Exhibit
Number Description
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
101.SCH** XBRL Taxonomy Extension Schema
101.CAL** XBRL Taxonomy Extension Calculation
101.DEF** XBRL Taxonomy Extension Definition
101.LAB** XBRL Taxonomy Extension Labels
101.PRE** XBRL Taxonomy Extension Presentation
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* 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)
November 23, 2011
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