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ETLs if business is a prototype for an R / M ...
in the first place is a shell, the O / S is maximized and only has an outstanding convertible debt of 900K .... that could negotiate ...
http://www.otcmarkets.com/edgar/GetFilingHtml?FilingID=6236093
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes x No ¨
State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: As of September 30, 2008 -299,998,972 shares of common stock
NOTE 4. CONVERTIBLE DEBENTURES
The Company issued a Convertible debenture to YA Global with interest at 12%, which was due on November 1, 2008. The debenture is secured by 225,000,000 shares of common stock of the Company and 7,000,000 warrants. Principal and accrued interest are convertible into shares of common stock at a conversion price equal to the lower of (i) $.024 price per share of common stock or (ii) 80% of the lowest closing bid price of our common stock, as quoted by Bloomberg, L.P., for the five trading days immediately preceding the conversion date. At the due date, the Company has the option to repay the debt or issue common stock. The principal balance as of September 30, 2008 was $849,250.
The Company issued a Convertible debenture to YA Global with interest at 12%, payable on December 21, 2008. Principal and accrued interest are convertible into shares of common stock of the Company at a conversion price equal to the lower of (i) $.0018 price per share of common stock or (ii) 80% of the lowest closing bid price of our common stock, as quoted by Bloomberg, L.P., for the five trading days immediately preceding the conversion date. At the due date, the Company has the option to repay the debt or issue common stock. The principal balance as of September 30, 2008 was $7,642.
On April 13, 2007, the Company issued a convertible debenture to YA Global, in the principal amount of $72,000 with interest at 12%, payable on April 13, 2009. Principal and accrued interest are convertible into shares of common stock of the Company at a conversion price equal to the lower of (i) $.0018 price per share of common stock, or (ii) 80% of the lowest closing bid price of our common stock, as quoted by Bloomberg, L.P., for the five trading days immediately preceding the conversion date. The principal balance as of September 30, 2008 was $72,000.
On December 4, 2007, the Company issued a convertible debenture to YA Global, in the principal amount of $17,620 with interest at 15% which was payable on November 9, 2008. Principal and accrued interest are convertible into common stock at a conversion price equal to the lower of (i) $.002 price per share of common stock, or (ii) 95% of the lowest volume weighted average price of our common stock, as quoted by Bloomberg, L.P., for the thirty trading days immediately preceding the conversion date. The principal balance as of September 30, 2008 was $17,620.
Total convertible debenture balance as of September 30 =849,250+7,642+72,000+17,620 =946,512$
I need the mail of Mark A. Uram, I can not use the phone
I have to provide important information
thanks
Chesco and European group
Mark Andrew Uram 3 years accumulating :
Uram Mark Andrew
Filings Amendments and Restatements
Filings Catalog
Click on link to view actual SEC document.
Form SC 13D/A , 2010-02-19 , 1384911/0001384911-10-000003
Form SC 13D/A , 2009-11-16 , 1384911/0001384911-09-000014
Form SC 13D/A , 2009-08-27 , 1384911/0001384911-09-000009
Form SC 13D/A , 2009-08-18 , 1384911/0001384911-09-000007
Form SC 13D/A , 2009-04-21 , 1384911/0001384911-09-000004
Form SC 13D/A , 2009-03-17 , 1384911/0001384911-09-000002
Form SC 13D/A , 2008-10-20 , 1384911/0001384911-08-000013
Form SC 13D/A , 2008-08-12 , 1384911/0001384911-08-000011
Form SC 13D/A , 2008-05-16 , 1384911/0001384911-08-000005
Form SC 13D/A , 2008-01-09 , 1384911/0001384911-08-000002
Form SC 13D/A , 2007-12-19 , 1384911/0001384911-07-000026
Form SC 13D/A , 2007-08-22 , 1384911/0001384911-07-000021
Form SC 13D/A , 2007-07-16 , 1384911/0001384911-07-000018
http://us1.institutionalriskanalytics.com/SEC/SEC_Listing.asp?yr=2009&cik=1384911&s=KA&b=
I need to contact Uram, Mark, someone has your mail ? thanks
Someone has the mail of Mark A. Uram ? privately. thanks
I keep accumulating ... Target 0.02
L2 ? THANKS ¡¡¡
R / M ;)
Spitfire and Whitecap Resources Inc. Announce A Recapitalization and Reorganization Transaction
http://www.spitfireenergy.com/documents/News Releases/2010/SEL-2010-06-01.pdf
I think we will have news soon ...
GO ETLS ¡¡¡
Targer 0,02
large today ETLS ¡¡
GURU Merger is the best in Europe ...
ETLs is a winner, tomorrow we will continue to accumulate ...
LETS GO ¡¡¡¡
GO ETLS & HKN ¡¡¡¡
Group Palma de Mallorca (Domingo Zapata wants to acquire 30 million shares 10%)
GO ETLS ¡¡¡¡¡¡¡
Compare Ediutter:Arabian Shield Development Co + HKN Inc :
http://ediunet.jp/company/arsd+hkn/4/?lang=2
Xanada :
Current or former investor in HKN ?
http://investorshub.advfn.com/boards/board.aspx?board_id=2154&NextStart=679
$ 3.22 0.0499 (+1.57%) Volume: 31.47 k
L2 ? Thanks ¡¡
$ 3.1701 0.0201 (+0.64%)
MERGER = MESSI ;)
Accumulate ....
Target ETLS 0,02 ¡¡¡¡
Next SC 13D / A of Mark A. Uram ? Anyone have news of Mark ?
Thanks ¡¡¡
chesco
Target ETSL 0,02 ;)
This is bullshit ... FOREVER ...
yes, I'm here to make history ...
ETLS is hot hot my new goal 0.1
ETLS is a value winner and hot hot ...
My goal is to sell 0.01 as Pussycat ETLs GO ¡¡¡¡¡
L2 THANKS ¡¡¡
Dear Shareholder of AvStar Aviation Services, Inc. (the “Company”):
General
First, we want to say how much we appreciate your patience as a shareholder of the Company. The past two years have been extremely challenging for companies, both small and large. Many companies have been unable to stay in business, yet the Company has been able to withstand the storm to date. Since late 2007, we have been trying to cause the Company to become a reporting company with the U.S. Securities and Exchange Commission (the “SEC”), so that your shares in the Company could be freely sold in public markets. Due to circumstances beyond our control, we were constrained to pursue alternative approaches to achieving these goals. We believed that we should postpone a general update on the Company’s affairs until the paths by which we might achieve these goals became clearer. We now believe that these paths are clearer and that this general update is appropriate.
Company’s Growth and Acquisition Strategy
The volatility and uncertainty of the capital markets, which dominated 2007-2008, have subsided, allowing us the opportunity to push forward with the Company’s business plan. Our model has always been to grow through acquisition. We intended to execute this strategy by accessing the capital markets and using the stock in the company as currency. Given the necessity to access capital, or use the companies stock, our acquisitions and our path to public had to be delayed until stability returned to the market.
Company’s Initial Efforts to “Go Public”
The initial plan that we adopted, in late 2007, to become a publicly traded company was two fold. First, the Company planned to file a Registration Statement with the SEC, registering the resale of certain shareholders’ outstanding shares. Second, the Company planned to have an initial market maker file a Form 15C-211 with the regulatory authority now known as FINRA. As events unfolded during the first half of 2008, the Company’s initial plan (though sound at the time that it was adopted) was no longer suitable in view of new market realities. In mid 2008, we had to make a difficult decision to abandon our initial plan due to the precipitous decline in the capital markets. Given the virtual shut down of the capital markets and the total lack of access to capital, we were forced to consider alternative approaches. The new approach that we decided to pursue was a “reverse” merger into an existing publicly traded company in which we would acquire control of that company.
The Reverse Merger
In late 2008, we identified, negotiated and commenced a reverse merger with Pangea Petroleum Corp. (“Pangea”), allowing us a more efficient, and in theory, a quicker, less expensive way to achieve liquidity for the Company’s shareholders. Pangea was and is a publicly traded Colorado corporation with a limited amount of oil and gas properties and interest. The reverse merger was effected on February 27, 2009, by our transfer of all outstanding stock owned in our subsidiary San Diego Airmotive in exchange for 92% of the voting and economic interests in Pangea outstanding after the exchange. Because of limitation regarding Pangea’s ability to issue additional shares of its common stock, we took 1,000,000 of Pangea’s preferred shares that (in effect) gave to us the 92% voting and economic interests. Having acquired control of Pangea, we needed to “clean up” certain matters pertaining to this corporation.
Corporate “Clean Up” of Pangea
The two most pressing matters relating to the corporate "clean up" of Pangea were to change the name of Pangea to "AvStar Aviation Group, Inc." to be more reflective of its new business, and to effect a 1-for-100 reverse stock split of Pangea’s common stock. The reverse stock split was necessary so that a sufficient number of authorized but un-issued shares of such common stock were available to be swapped for the Pangea preferred shares that were issued to us in connection with the reverse merger. These actions required considerable compliance with Colorado corporation law and the proxy rules of the SEC, which included (among other things) the preparation, filing and completion of an SEC review process regarding a proxy statement, the holding of a shareholders meeting, the filing of documents with, and the completion of a review process with FINRA, and the filing of certain documents with the Colorado Secretary of State. All of these matters were completed such that the reverse stock split and name change took effect on Monday September 21, 2009. In addition, “AAVG” was issued as the new symbol for the common stock of the publicly traded company that is now named (and is generally referred to in the remainder of this letter as) "AvStar Aviation Group, Inc." As a result of the reverse stock split, we now own 50,000,000 shares of the outstanding common stock of AvStar Aviation Group, while the historical shareholders of Pangea own about 4,000,000 such shares.
Next Step in the Corporate “Clean Up”
The next step in the continued “clean up” process that started with the reverse merger involving Pangea is the distribution to the Company’s shareholders of a substantial portion of the 50,000,000 shares of common stock in AvStar Aviation Group that the Company now holds. This type of distribution is frequently referred to as a “spin off.” The SEC has certain requirements regarding this type of distribution. First, we could choose to file a Registration Statement with the SEC registering the spin off. This course of action would entail appreciable legal and accounting costs to pursue, and could lead to a protracted review process. Moreover, it could require AvStar Aviation Group to curtail capital raising activities until the review process is completed, something that AvStar Aviation Group is in no position to do. Alternatively, we could comply with a procedure that the SEC has established that avoids registration. This procedure imposes a number of requirements, with perhaps the most significant one being that the Company must hold the shares to be spun off until one year after the date of the reverse merger, i.e. until February 27, 2010. However, if we comply with the SEC procedure, the shares that you receive in connection with the spin off can be sold in the public markets any time after you receive them. For various reasons (including the costs involved with an SEC registration, the possible curtailment of capital raising activities, and the possibility that a related review could extend beyond February 27, 2010), the Company has decided to rely on the SEC procedure with regard to the spin off, and distribute to you an appropriate number of freely tradable shares of AvStar Aviation Group in March or perhaps April 2010, depending on the need to comply with other SEC requirements. One of the primary purposes of this letter is give to you reasonable expectation as to when you may have some liquidity regarding your investment in the Company. Unforeseen matters could arise that extend the date for the spin off, and we can make no assurance in this regard other than our commitment to use our best reasonable efforts to give to you liquidity. Furthermore, we will still need to complete a few additional matters relating to the “clean up” process unrelated to the spin off.
Conclusion
Although going public is an important event for our shareholders, it marks only one of many steps in building shareholder value. The true achievement to date has been adapting our business plan to these difficult times and being able to keep the company focussed on its goal of growing via acquisition. At this time we have identified two acquisitions that we believe are down 80% in acquisition cost as compared to 2007. If we complete these acquisitions, they have the potential to give Avstar Aviation Group $10 million in revenues and allow us to be cash flow positive.
Our most important need, as of now, is capital to complete our acquisitions. We have been in constant daily discussion with multiple institutions and investment banks that are reviewing our capital needs. Moreover, several of our shareholders have added to their investment in the Company, given the strength of our management and its business plan. We have also received several referrals from our shareholders for capital sources. A company is only as strong as its shareholders, and we welcome and appreciate any assistance that any of our shareholders can offer.
Very truly yours,
AVSTAR AVIATION SERVICES, INC.
Russell Ivy, President
Dear Shareholder of AvStar Aviation Services, Inc. (the “Company”):
General
First, we want to say how much we appreciate your patience as a shareholder of the Company. The past two years have been extremely challenging for companies, both small and large. Many companies have been unable to stay in business, yet the Company has been able to withstand the storm to date. Since late 2007, we have been trying to cause the Company to become a reporting company with the U.S. Securities and Exchange Commission (the “SEC”), so that your shares in the Company could be freely sold in public markets. Due to circumstances beyond our control, we were constrained to pursue alternative approaches to achieving these goals. We believed that we should postpone a general update on the Company’s affairs until the paths by which we might achieve these goals became clearer. We now believe that these paths are clearer and that this general update is appropriate.
Company’s Growth and Acquisition Strategy
The volatility and uncertainty of the capital markets, which dominated 2007-2008, have subsided, allowing us the opportunity to push forward with the Company’s business plan. Our model has always been to grow through acquisition. We intended to execute this strategy by accessing the capital markets and using the stock in the company as currency. Given the necessity to access capital, or use the companies stock, our acquisitions and our path to public had to be delayed until stability returned to the market.
Company’s Initial Efforts to “Go Public”
The initial plan that we adopted, in late 2007, to become a publicly traded company was two fold. First, the Company planned to file a Registration Statement with the SEC, registering the resale of certain shareholders’ outstanding shares. Second, the Company planned to have an initial market maker file a Form 15C-211 with the regulatory authority now known as FINRA. As events unfolded during the first half of 2008, the Company’s initial plan (though sound at the time that it was adopted) was no longer suitable in view of new market realities. In mid 2008, we had to make a difficult decision to abandon our initial plan due to the precipitous decline in the capital markets. Given the virtual shut down of the capital markets and the total lack of access to capital, we were forced to consider alternative approaches. The new approach that we decided to pursue was a “reverse” merger into an existing publicly traded company in which we would acquire control of that company.
The Reverse Merger
In late 2008, we identified, negotiated and commenced a reverse merger with Pangea Petroleum Corp. (“Pangea”), allowing us a more efficient, and in theory, a quicker, less expensive way to achieve liquidity for the Company’s shareholders. Pangea was and is a publicly traded Colorado corporation with a limited amount of oil and gas properties and interest. The reverse merger was effected on February 27, 2009, by our transfer of all outstanding stock owned in our subsidiary San Diego Airmotive in exchange for 92% of the voting and economic interests in Pangea outstanding after the exchange. Because of limitation regarding Pangea’s ability to issue additional shares of its common stock, we took 1,000,000 of Pangea’s preferred shares that (in effect) gave to us the 92% voting and economic interests. Having acquired control of Pangea, we needed to “clean up” certain matters pertaining to this corporation.
Corporate “Clean Up” of Pangea
The two most pressing matters relating to the corporate "clean up" of Pangea were to change the name of Pangea to "AvStar Aviation Group, Inc." to be more reflective of its new business, and to effect a 1-for-100 reverse stock split of Pangea’s common stock. The reverse stock split was necessary so that a sufficient number of authorized but un-issued shares of such common stock were available to be swapped for the Pangea preferred shares that were issued to us in connection with the reverse merger. These actions required considerable compliance with Colorado corporation law and the proxy rules of the SEC, which included (among other things) the preparation, filing and completion of an SEC review process regarding a proxy statement, the holding of a shareholders meeting, the filing of documents with, and the completion of a review process with FINRA, and the filing of certain documents with the Colorado Secretary of State. All of these matters were completed such that the reverse stock split and name change took effect on Monday September 21, 2009. In addition, “AAVG” was issued as the new symbol for the common stock of the publicly traded company that is now named (and is generally referred to in the remainder of this letter as) "AvStar Aviation Group, Inc." As a result of the reverse stock split, we now own 50,000,000 shares of the outstanding common stock of AvStar Aviation Group, while the historical shareholders of Pangea own about 4,000,000 such shares.
Next Step in the Corporate “Clean Up”
The next step in the continued “clean up” process that started with the reverse merger involving Pangea is the distribution to the Company’s shareholders of a substantial portion of the 50,000,000 shares of common stock in AvStar Aviation Group that the Company now holds. This type of distribution is frequently referred to as a “spin off.” The SEC has certain requirements regarding this type of distribution. First, we could choose to file a Registration Statement with the SEC registering the spin off. This course of action would entail appreciable legal and accounting costs to pursue, and could lead to a protracted review process. Moreover, it could require AvStar Aviation Group to curtail capital raising activities until the review process is completed, something that AvStar Aviation Group is in no position to do. Alternatively, we could comply with a procedure that the SEC has established that avoids registration. This procedure imposes a number of requirements, with perhaps the most significant one being that the Company must hold the shares to be spun off until one year after the date of the reverse merger, i.e. until February 27, 2010. However, if we comply with the SEC procedure, the shares that you receive in connection with the spin off can be sold in the public markets any time after you receive them. For various reasons (including the costs involved with an SEC registration, the possible curtailment of capital raising activities, and the possibility that a related review could extend beyond February 27, 2010), the Company has decided to rely on the SEC procedure with regard to the spin off, and distribute to you an appropriate number of freely tradable shares of AvStar Aviation Group in March or perhaps April 2010, depending on the need to comply with other SEC requirements. One of the primary purposes of this letter is give to you reasonable expectation as to when you may have some liquidity regarding your investment in the Company. Unforeseen matters could arise that extend the date for the spin off, and we can make no assurance in this regard other than our commitment to use our best reasonable efforts to give to you liquidity. Furthermore, we will still need to complete a few additional matters relating to the “clean up” process unrelated to the spin off.
Conclusion
Although going public is an important event for our shareholders, it marks only one of many steps in building shareholder value. The true achievement to date has been adapting our business plan to these difficult times and being able to keep the company focussed on its goal of growing via acquisition. At this time we have identified two acquisitions that we believe are down 80% in acquisition cost as compared to 2007. If we complete these acquisitions, they have the potential to give Avstar Aviation Group $10 million in revenues and allow us to be cash flow positive.
Our most important need, as of now, is capital to complete our acquisitions. We have been in constant daily discussion with multiple institutions and investment banks that are reviewing our capital needs. Moreover, several of our shareholders have added to their investment in the Company, given the strength of our management and its business plan. We have also received several referrals from our shareholders for capital sources. A company is only as strong as its shareholders, and we welcome and appreciate any assistance that any of our shareholders can offer.
Very truly yours,
AVSTAR AVIATION SERVICES, INC.
Russell Ivy, President
Dear Shareholder of AvStar Aviation Services, Inc. (the “Company”):
General
First, we want to say how much we appreciate your patience as a shareholder of the Company. The past two years have been extremely challenging for companies, both small and large. Many companies have been unable to stay in business, yet the Company has been able to withstand the storm to date. Since late 2007, we have been trying to cause the Company to become a reporting company with the U.S. Securities and Exchange Commission (the “SEC”), so that your shares in the Company could be freely sold in public markets. Due to circumstances beyond our control, we were constrained to pursue alternative approaches to achieving these goals. We believed that we should postpone a general update on the Company’s affairs until the paths by which we might achieve these goals became clearer. We now believe that these paths are clearer and that this general update is appropriate.
Company’s Growth and Acquisition Strategy
The volatility and uncertainty of the capital markets, which dominated 2007-2008, have subsided, allowing us the opportunity to push forward with the Company’s business plan. Our model has always been to grow through acquisition. We intended to execute this strategy by accessing the capital markets and using the stock in the company as currency. Given the necessity to access capital, or use the companies stock, our acquisitions and our path to public had to be delayed until stability returned to the market.
Company’s Initial Efforts to “Go Public”
The initial plan that we adopted, in late 2007, to become a publicly traded company was two fold. First, the Company planned to file a Registration Statement with the SEC, registering the resale of certain shareholders’ outstanding shares. Second, the Company planned to have an initial market maker file a Form 15C-211 with the regulatory authority now known as FINRA. As events unfolded during the first half of 2008, the Company’s initial plan (though sound at the time that it was adopted) was no longer suitable in view of new market realities. In mid 2008, we had to make a difficult decision to abandon our initial plan due to the precipitous decline in the capital markets. Given the virtual shut down of the capital markets and the total lack of access to capital, we were forced to consider alternative approaches. The new approach that we decided to pursue was a “reverse” merger into an existing publicly traded company in which we would acquire control of that company.
The Reverse Merger
In late 2008, we identified, negotiated and commenced a reverse merger with Pangea Petroleum Corp. (“Pangea”), allowing us a more efficient, and in theory, a quicker, less expensive way to achieve liquidity for the Company’s shareholders. Pangea was and is a publicly traded Colorado corporation with a limited amount of oil and gas properties and interest. The reverse merger was effected on February 27, 2009, by our transfer of all outstanding stock owned in our subsidiary San Diego Airmotive in exchange for 92% of the voting and economic interests in Pangea outstanding after the exchange. Because of limitation regarding Pangea’s ability to issue additional shares of its common stock, we took 1,000,000 of Pangea’s preferred shares that (in effect) gave to us the 92% voting and economic interests. Having acquired control of Pangea, we needed to “clean up” certain matters pertaining to this corporation.
Corporate “Clean Up” of Pangea
The two most pressing matters relating to the corporate "clean up" of Pangea were to change the name of Pangea to "AvStar Aviation Group, Inc." to be more reflective of its new business, and to effect a 1-for-100 reverse stock split of Pangea’s common stock. The reverse stock split was necessary so that a sufficient number of authorized but un-issued shares of such common stock were available to be swapped for the Pangea preferred shares that were issued to us in connection with the reverse merger. These actions required considerable compliance with Colorado corporation law and the proxy rules of the SEC, which included (among other things) the preparation, filing and completion of an SEC review process regarding a proxy statement, the holding of a shareholders meeting, the filing of documents with, and the completion of a review process with FINRA, and the filing of certain documents with the Colorado Secretary of State. All of these matters were completed such that the reverse stock split and name change took effect on Monday September 21, 2009. In addition, “AAVG” was issued as the new symbol for the common stock of the publicly traded company that is now named (and is generally referred to in the remainder of this letter as) "AvStar Aviation Group, Inc." As a result of the reverse stock split, we now own 50,000,000 shares of the outstanding common stock of AvStar Aviation Group, while the historical shareholders of Pangea own about 4,000,000 such shares.
Next Step in the Corporate “Clean Up”
The next step in the continued “clean up” process that started with the reverse merger involving Pangea is the distribution to the Company’s shareholders of a substantial portion of the 50,000,000 shares of common stock in AvStar Aviation Group that the Company now holds. This type of distribution is frequently referred to as a “spin off.” The SEC has certain requirements regarding this type of distribution. First, we could choose to file a Registration Statement with the SEC registering the spin off. This course of action would entail appreciable legal and accounting costs to pursue, and could lead to a protracted review process. Moreover, it could require AvStar Aviation Group to curtail capital raising activities until the review process is completed, something that AvStar Aviation Group is in no position to do. Alternatively, we could comply with a procedure that the SEC has established that avoids registration. This procedure imposes a number of requirements, with perhaps the most significant one being that the Company must hold the shares to be spun off until one year after the date of the reverse merger, i.e. until February 27, 2010. However, if we comply with the SEC procedure, the shares that you receive in connection with the spin off can be sold in the public markets any time after you receive them. For various reasons (including the costs involved with an SEC registration, the possible curtailment of capital raising activities, and the possibility that a related review could extend beyond February 27, 2010), the Company has decided to rely on the SEC procedure with regard to the spin off, and distribute to you an appropriate number of freely tradable shares of AvStar Aviation Group in March or perhaps April 2010, depending on the need to comply with other SEC requirements. One of the primary purposes of this letter is give to you reasonable expectation as to when you may have some liquidity regarding your investment in the Company. Unforeseen matters could arise that extend the date for the spin off, and we can make no assurance in this regard other than our commitment to use our best reasonable efforts to give to you liquidity. Furthermore, we will still need to complete a few additional matters relating to the “clean up” process unrelated to the spin off.
Conclusion
Although going public is an important event for our shareholders, it marks only one of many steps in building shareholder value. The true achievement to date has been adapting our business plan to these difficult times and being able to keep the company focussed on its goal of growing via acquisition. At this time we have identified two acquisitions that we believe are down 80% in acquisition cost as compared to 2007. If we complete these acquisitions, they have the potential to give Avstar Aviation Group $10 million in revenues and allow us to be cash flow positive.
Our most important need, as of now, is capital to complete our acquisitions. We have been in constant daily discussion with multiple institutions and investment banks that are reviewing our capital needs. Moreover, several of our shareholders have added to their investment in the Company, given the strength of our management and its business plan. We have also received several referrals from our shareholders for capital sources. A company is only as strong as its shareholders, and we welcome and appreciate any assistance that any of our shareholders can offer.
Very truly yours,
AVSTAR AVIATION SERVICES, INC.
Russell Ivy, President
AAVG :
Dear Shareholder of AvStar Aviation Services, Inc. (the “Company”):
General
First, we want to say how much we appreciate your patience as a shareholder of the Company. The past two years have been extremely challenging for companies, both small and large. Many companies have been unable to stay in business, yet the Company has been able to withstand the storm to date. Since late 2007, we have been trying to cause the Company to become a reporting company with the U.S. Securities and Exchange Commission (the “SEC”), so that your shares in the Company could be freely sold in public markets. Due to circumstances beyond our control, we were constrained to pursue alternative approaches to achieving these goals. We believed that we should postpone a general update on the Company’s affairs until the paths by which we might achieve these goals became clearer. We now believe that these paths are clearer and that this general update is appropriate.
Company’s Growth and Acquisition Strategy
The volatility and uncertainty of the capital markets, which dominated 2007-2008, have subsided, allowing us the opportunity to push forward with the Company’s business plan. Our model has always been to grow through acquisition. We intended to execute this strategy by accessing the capital markets and using the stock in the company as currency. Given the necessity to access capital, or use the companies stock, our acquisitions and our path to public had to be delayed until stability returned to the market.
Company’s Initial Efforts to “Go Public”
The initial plan that we adopted, in late 2007, to become a publicly traded company was two fold. First, the Company planned to file a Registration Statement with the SEC, registering the resale of certain shareholders’ outstanding shares. Second, the Company planned to have an initial market maker file a Form 15C-211 with the regulatory authority now known as FINRA. As events unfolded during the first half of 2008, the Company’s initial plan (though sound at the time that it was adopted) was no longer suitable in view of new market realities. In mid 2008, we had to make a difficult decision to abandon our initial plan due to the precipitous decline in the capital markets. Given the virtual shut down of the capital markets and the total lack of access to capital, we were forced to consider alternative approaches. The new approach that we decided to pursue was a “reverse” merger into an existing publicly traded company in which we would acquire control of that company.
The Reverse Merger
In late 2008, we identified, negotiated and commenced a reverse merger with Pangea Petroleum Corp. (“Pangea”), allowing us a more efficient, and in theory, a quicker, less expensive way to achieve liquidity for the Company’s shareholders. Pangea was and is a publicly traded Colorado corporation with a limited amount of oil and gas properties and interest. The reverse merger was effected on February 27, 2009, by our transfer of all outstanding stock owned in our subsidiary San Diego Airmotive in exchange for 92% of the voting and economic interests in Pangea outstanding after the exchange. Because of limitation regarding Pangea’s ability to issue additional shares of its common stock, we took 1,000,000 of Pangea’s preferred shares that (in effect) gave to us the 92% voting and economic interests. Having acquired control of Pangea, we needed to “clean up” certain matters pertaining to this corporation.
Corporate “Clean Up” of Pangea
The two most pressing matters relating to the corporate "clean up" of Pangea were to change the name of Pangea to "AvStar Aviation Group, Inc." to be more reflective of its new business, and to effect a 1-for-100 reverse stock split of Pangea’s common stock. The reverse stock split was necessary so that a sufficient number of authorized but un-issued shares of such common stock were available to be swapped for the Pangea preferred shares that were issued to us in connection with the reverse merger. These actions required considerable compliance with Colorado corporation law and the proxy rules of the SEC, which included (among other things) the preparation, filing and completion of an SEC review process regarding a proxy statement, the holding of a shareholders meeting, the filing of documents with, and the completion of a review process with FINRA, and the filing of certain documents with the Colorado Secretary of State. All of these matters were completed such that the reverse stock split and name change took effect on Monday September 21, 2009. In addition, “AAVG” was issued as the new symbol for the common stock of the publicly traded company that is now named (and is generally referred to in the remainder of this letter as) "AvStar Aviation Group, Inc." As a result of the reverse stock split, we now own 50,000,000 shares of the outstanding common stock of AvStar Aviation Group, while the historical shareholders of Pangea own about 4,000,000 such shares.
Next Step in the Corporate “Clean Up”
The next step in the continued “clean up” process that started with the reverse merger involving Pangea is the distribution to the Company’s shareholders of a substantial portion of the 50,000,000 shares of common stock in AvStar Aviation Group that the Company now holds. This type of distribution is frequently referred to as a “spin off.” The SEC has certain requirements regarding this type of distribution. First, we could choose to file a Registration Statement with the SEC registering the spin off. This course of action would entail appreciable legal and accounting costs to pursue, and could lead to a protracted review process. Moreover, it could require AvStar Aviation Group to curtail capital raising activities until the review process is completed, something that AvStar Aviation Group is in no position to do. Alternatively, we could comply with a procedure that the SEC has established that avoids registration. This procedure imposes a number of requirements, with perhaps the most significant one being that the Company must hold the shares to be spun off until one year after the date of the reverse merger, i.e. until February 27, 2010. However, if we comply with the SEC procedure, the shares that you receive in connection with the spin off can be sold in the public markets any time after you receive them. For various reasons (including the costs involved with an SEC registration, the possible curtailment of capital raising activities, and the possibility that a related review could extend beyond February 27, 2010), the Company has decided to rely on the SEC procedure with regard to the spin off, and distribute to you an appropriate number of freely tradable shares of AvStar Aviation Group in March or perhaps April 2010, depending on the need to comply with other SEC requirements. One of the primary purposes of this letter is give to you reasonable expectation as to when you may have some liquidity regarding your investment in the Company. Unforeseen matters could arise that extend the date for the spin off, and we can make no assurance in this regard other than our commitment to use our best reasonable efforts to give to you liquidity. Furthermore, we will still need to complete a few additional matters relating to the “clean up” process unrelated to the spin off.
Conclusion
Although going public is an important event for our shareholders, it marks only one of many steps in building shareholder value. The true achievement to date has been adapting our business plan to these difficult times and being able to keep the company focussed on its goal of growing via acquisition. At this time we have identified two acquisitions that we believe are down 80% in acquisition cost as compared to 2007. If we complete these acquisitions, they have the potential to give Avstar Aviation Group $10 million in revenues and allow us to be cash flow positive.
Our most important need, as of now, is capital to complete our acquisitions. We have been in constant daily discussion with multiple institutions and investment banks that are reviewing our capital needs. Moreover, several of our shareholders have added to their investment in the Company, given the strength of our management and its business plan. We have also received several referrals from our shareholders for capital sources. A company is only as strong as its shareholders, and we welcome and appreciate any assistance that any of our shareholders can offer.
Very truly yours,
AVSTAR AVIATION SERVICES, INC.
Russell Ivy, President
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