Attached files
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): August 29, 2011
AVSTAR AVIATION GROUP, INC.
---------------------------
(Exact name of registrant as specified in its charter)
Colorado 0-30503 76-0635938
--------------------------------------------------------------------------------
(State or other jurisdiction (Commission File Number) (IRS Employer ID Number)
of incorporation)
3600 Gessner, Suite 220, Houston, Texas 77063
--------------------------------------------------------------------------------
(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 3.02. UNREGISTERED SALES OF EQUITY SECURITIES.
On August 22, 2011, Asher Enterprises, Inc. ("Asher") converted $12,000 of
the outstanding balance on a convertible promissory note that AvStar Aviation
Group, Inc. (the "Company") had previously issued to it into 15.0 million shares
of the Company's common stock. On August 29, 2011, Asher converted an additional
$8,000 of this outstanding balance into 8,888,889 additional shares of the
Company's common stock. On September 7, 2011, Asher converted an additional
$8,800 of this outstanding balance into 8.8 million additional shares of the
Company's common stock. These conversions left an outstanding principal
amount on the sole outstanding convertible promissory note issued by the Company
to Asher equal to $50,000.
The issuances of the preceding shares in connection with the conversion of
the Asher note are claimed to be exempt pursuant to Section 4(2) of the
Securities Act of 1933 (the "Act") and Rule 506 of Regulation D under the Act.
No advertising or general solicitation was employed in offering these
securities. The offering and sale was made only to Asher, and subsequent
transfers were restricted in accordance with the requirements of the Act.
The securities issued in connection with the acquisition were not
registered under the Securities Act of 1933, as amended, and may not be offered
or sold in the United States in the absence of an effective registration
statement or exemption from registration requirements.
ITEM 8.01 OTHER EVENTS.
On September 20, 2011, the Company issued a press release reporting on
various matters. This press release is attached to this Current Report on Form
8-K as Exhibit 99.1.
The information contained in this Item 8.01 and the related exhibit are
"furnished" but not "filed" for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
Exhibit
Number Exhibit Title
99.1 Press Release of AvStar Aviation Group, Inc. dated September 20, 2011
entitled "AvStar Aviation Group, Inc. Updates Reservation System
and Convertible Debt; Announces Debit/Loyalty Card Program."
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: September 20, 2011 /s/ Clayton I. Gamber
-----------------------------------
Clayton I. Gamber,
Chief Executive Officer & Presiden
