GRVE / Groove Botanicals, Inc. - Arquivamentos da SEC, Relatório Anual, Declaração de Procuração

Groove Botanicals, Inc.
US ˙ OTCPK

Estatísticas Básicas
CIK 918573
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Groove Botanicals, Inc.
SEC Filings (Chronological Order)
Esta página fornece uma lista completa e cronológica de Arquivamentos da SEC, excluindo os arquivamentos de propriedade que fornecemos em outro lugar.
May 22, 2026 8-K

UNITED STATES 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 earlies event reported): May 22, 2026 (May 13, 2026)

UNITED STATES 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 earlies event reported): May 22, 2026 (May 13, 2026) GROOVE BOTANICALS INC. (Exact name of registrant as specified in its charter) Nevada 000-23476 84-1168832 (State or other jurisdiction of (Commission File N

May 22, 2026 EX-16.1

M. S. Madhava Rao

EXHIBIT 16.1 M. S. Madhava Rao Chartered Accountant PCAOB Firm ID No. 06662 316, 1st cross, 7th Block, 4th Phase, BSK 3rd Stage, Bengaluru, Karnataka, 560085, India May 21, 2026 Office of the Chief Accountant SECPS Letter File Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Groove Botanicals, Inc. Commission File No. 000-23476 Ladies and Gentlemen: I have read the

February 20, 2026 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: December 31, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-23476 GROOVE BOTANICALS,

February 17, 2026 NT 10-Q

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC File Number: 000-23476

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC File Number: 000-23476 ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For period ended: December 31, 2025 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q For the Transiti

November 19, 2025 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: September 30, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-23476 GROOVE BOTANICALS,

November 18, 2025 NT 10-Q

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC File Number: 000-23476

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC File Number: 000-23476 ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For period ended: September 30, 2025 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q For the Transit

August 25, 2025 EX-21.1

GROOVE BOTANICALS INC. LIST OF SUBSIDIARIES

EXHIBIT 21.1 GROOVE BOTANICALS INC. LIST OF SUBSIDIARIES Name Jurisdiction of Formation Biotrex, Inc. (Non-operating) Wyoming Maxidyne, Inc. (Non-operating) Wyoming

August 25, 2025 10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment No. 2

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment No. 2 (Mark One) ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended March 31, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number: 000-23476

August 19, 2025 8-K

UNITED STATES 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 earlies event reported): July 16, 2025 GROOVE BOTANICALS IN

` UNITED STATES 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 earlies event reported): July 16, 2025 GROOVE BOTANICALS INC. (Exact name of registrant as specified in its charter) Nevada 000-23476 84-1168832 (State or other jurisdiction of (Commission File Number) (I.R.

August 19, 2025 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: June 30, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-23476 GROOVE BOTANICALS, INC.

August 15, 2025 EX-21.1

List of Subsidiaries

EXHIBIT 21.1 GROOVE BOTANICALS INC. LIST OF SUBSIDIARIES Name Jurisdiction of Formation Biotrex, Inc. (Non-operating) Wyoming Maxidyne, Inc. (Non-operating) Wyoming

August 15, 2025 NT 10-Q

Form 12b-25

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 12b-25 NOTIFICATION OF LATE FILING SEC File Number: 000-23476 CUSIP Number: ☑ Form 10-Q for Period Ended: 06-30-2025 If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates: PART I – REGISTRANT INFORMATIONGROOVE BOTANICALS INC.

August 15, 2025 10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment No. 1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment No. 1 (Mark One) ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended March 31, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number: 000-23476

July 16, 2025 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended March 31, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number: 000-23476 GROOVE BOTANICALS

July 16, 2025 EX-21.1

List of Subsidiaries

EXHIBIT 21.1 GROOVE BOTANICALS INC. LIST OF SUBSIDIARIES Name Jurisdiction of Formation Biotrex, Inc. (Non-operating) Wyoming Maxidyne, Inc. (Non-operating) Wyoming

June 30, 2025 NT 10-K

Form 12b-25

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 12b-25 NOTIFICATION OF LATE FILING SEC File Number: 000-23476 CUSIP Number: ☑ Form 10-K for Period Ended: 03-31-2025 If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates: PART I – REGISTRANT INFORMATIONGROOVE BOTANICALS INC.

February 25, 2025 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: December 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-23476 GROOVE BOTANICALS,

February 13, 2025 NT 10-Q

Form 12b-25

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 12b-25 NOTIFICATION OF LATE FILING SEC File Number: 000-23476 CUSIP Number: ☑ Form 10-Q for Period Ended: 12-31-2024 If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates: PART I – REGISTRANT INFORMATIONGROOVE BOTANICALS INC.

November 14, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: September 30, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-23476 GROOVE BOTANICALS,

August 22, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: June 30, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-23476 GROOVE BOTANICALS, INC.

August 15, 2024 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended March 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number: 000-23476 GROOVE BOTANICALS

August 15, 2024 EX-21.1

List of Subsidiaries

EXHIBIT 21.1 GROOVE BOTANICALS INC. LIST OF SUBSIDIARIES Name Jurisdiction of Formation Biotrex, Inc. (Non-operating) Wyoming Maxidyne, Inc. (Non-operating) Wyoming

August 15, 2024 NT 10-Q

Form 12b-25

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 12b-25 NOTIFICATION OF LATE FILING SEC File Number: 000-23476 CUSIP Number: ☑ Form 10-Q for Period Ended: 06-30-2024 If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates: PART I – REGISTRANT INFORMATIONGROOVE BOTANICALS INC.

August 1, 2024 EX-10.1

Letter Agreement between Groove Botanicals, Inc. and Kent Rodriguez, CEO

Exhibit 10.1 GROOVE BOTANICALS INC. 310 Fourth Avenue South Suite 700 Minneapolis, MN 55415 July 30, 2024 Attn: Kent Rogriguez, CEO 7020 Lanham Lane, Edina, MN 55439 RE: Employment Contract Further to an Employment Contract (the “Agreement”) originally entered into on April 1, 2020, by and between Groove Botanicals Inc. (the “Employer”) (Formerly Avalon Oil and Gas, Inc.) and Kent Rodriguez, CEO,

August 1, 2024 8-K

UNITED STATES 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): July 29, 2024 Groove Botanicals I

UNITED STATES 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): July 29, 2024 Groove Botanicals Inc. (Exact name of registrant as specified in its charter) Commission File Number: 000-23476 Nevada 84-1168832 (State of incorporation) (IRS Employer

June 28, 2024 NT 10-K

Form 12b-25

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 12b-25 NOTIFICATION OF LATE FILING SEC File Number: 000-23476 CUSIP Number: ☑ Form 10-K for Period Ended: 03-31-2024 If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates: PART I – REGISTRANT INFORMATIONGROOVE BOTANICALS INC.

June 26, 2024 8-K

Current Report

UNITED STATES 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): June 13, 2024 Groove Botanicals Inc. (Exact name of registrant as specified in its charter) Commission File Number: 000-23476 Nevada 84-1168832 (State of incorporation) (IRS Employer

May 10, 2024 8-K

Current Report

UNITED STATES 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): May 8, 2024 (May 3, 2024) Groove Botanicals Inc. (Exact name of registrant as specified in its charter) Commission File Number: 000-23476 Nevada 84-1168832 (State of incorporation) (I

February 14, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☑ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2023 ☐ TRANSITION REPORT UNDER SECTION 1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☑ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2023 Or ☐ TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-23476 GROOVE BOTANICALS, INC. (Exa

January 11, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☑ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 ☐ TRANSITION REPORT UNDER SECTION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☑ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 Or ☐ TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-23476 GROOVE BOTANICALS, INC. (Ex

November 8, 2023 LETTER

LETTER

United States securities and exchange commission logo November 8, 2023 Kent Rodriguez Chief Executive Officer, President Groove Botanicals Inc.

November 6, 2023 10-12G/A

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10/A (Amendment No. 2) GENERAL FORM FOR REGISTRATION OF SECURITIES Pursuant to Section 12(b) or (g) of the Securities Exchange Act of 1934 GROOVE BOTANICALS INC. (Exact name of regis

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10/A (Amendment No. 2) GENERAL FORM FOR REGISTRATION OF SECURITIES Pursuant to Section 12(b) or (g) of the Securities Exchange Act of 1934 GROOVE BOTANICALS INC. (Exact name of registrant as specified in its charter) Nevada 84-1168832 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No

November 2, 2023 LETTER

LETTER

United States securities and exchange commission logo November 2, 2023 Kent Rodriguez Chief Executive Officer, President Groove Botanicals Inc.

October 20, 2023 EX-3.1

Amended and Restated Certificate of Incorporation of the Registrant

Exhibit 3.1(e)

October 20, 2023 EX-10.2

Convertible Redeemable Note Between Groove Botanicals, Inc. and Robert L. Hymers, III Dated March 7, 2022

Exhibit 10.2 THIS NOTE AND THE COMMON STOCK ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN AND WILL NOT BE REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER (THE “1933 ACT”) US $60,00

October 20, 2023 EX-10

Letter Agreement Between Groove Botanicals, Inc. and Robert L. Hymers, III Dated July 18, 2022

Exhibit 10.3 LETTER AGREEMENT This Letter Agreement (“Agreement”) is entered into by and between GROOVE BOTANICALS, INC. (“GRVE”) a Nevada corporation located at 310 Fourth Avenue South, Suite 7000, Minneapolis, MN 55415, and Robert L. Hymers, III, 520 South Grand Avenue, Suite 320, Los Angeles, CA 90071 (“Hymers”). This Agreement is effective as of July 18, 2022. GRVE and Hymers may be collective

October 20, 2023 10-12G/A

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10/A (Amendment No. 1) GENERAL FORM FOR REGISTRATION OF SECURITIES Pursuant to Section 12(b) or (g) of the Securities Exchange Act of 1934 GROOVE BOTANICALS INC. (Exact name of regis

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10/A (Amendment No. 1) GENERAL FORM FOR REGISTRATION OF SECURITIES Pursuant to Section 12(b) or (g) of the Securities Exchange Act of 1934 GROOVE BOTANICALS INC. (Exact name of registrant as specified in its charter) Nevada 84-1168832 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No

October 20, 2023 EX-10

Convertible Promissory Note Between Groove Botanicals, Inc. and Robert L. Hymers, III Dated March 5, 2021

Exhibit 10.1 CONVERTIBLE PROMISSORY NOTE THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR RECEIPT BY THE COMPANY OF AN OPINION OF COUNSEL IN THE FORM, SUBSTANCE AND SCOPE REASONABLY SATISFACTORY TO THE COMPANY THAT THIS NO

September 27, 2023 LETTER

LETTER

United States securities and exchange commission logo September 27, 2023 Kent Rodriguez Chief Executive Officer, President Groove Botanicals Inc.

September 14, 2023 10-12G

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10 GENERAL FORM FOR REGISTRATION OF SECURITIES Pursuant to Section 12(b) or (g) of the Securities Exchange Act of 1934 GROOVE BOTANICALS INC. (Exact name of registrant as specified i

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10 GENERAL FORM FOR REGISTRATION OF SECURITIES Pursuant to Section 12(b) or (g) of the Securities Exchange Act of 1934 GROOVE BOTANICALS INC. (Exact name of registrant as specified in its charter) Nevada 84-1168832 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) Registrant’s Prin

August 29, 2023 EX-16

Letter of Kent Rodriguez to TAAD LLP Dated: August 23, 2023

Exhibit 16.1 GROOVE BOTANICALS INC. 310 FOURTH AVENUE SOUTH, SUITE 7000 MINNEAPOLIS, MN 5541 August 23, 2023 TAAD LLP 20955 Pathfinder Road, Suite 370, Diamond Bar, CA 91765, USA Subject: Request for Item 304 Disclosure Letter and Form 8-K Acknowledgment Dear TAAD, LLP Team, I trust this message finds you well. As you are already aware, Groove Botanicals found itself in a position where waiting fo

August 29, 2023 8-K

Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant

UNITED STATES 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: August 28, 2023 Groove Botanicals Inc. (Exact name of registrant as specified in its charter) Commission File Number: 000-23476 Nevada 84-1168832 (State of incorporation) (IRS Employer Identification No.) 310 Fourth A

August 14, 2023 RW

GROOVE BOTANICALS INC. 310 Fourth Avenue South, Suite 7000 Minneapolis, MN 55415 August 14, 2023

GROOVE BOTANICALS INC. 310 Fourth Avenue South, Suite 7000 Minneapolis, MN 55415 August 14, 2023 VIA EDGAR UPLOAD Michael Purcell Division of Corporation Finance U.S. Securities & Exchange Commission 100 F Street, NE Washington, D.C. 20549 Re: GROOVE BOTANICALS INC. REQUEST FOR WITHDRAWAL File No.: 000-23476 Dear Mr. Purcell: On July 25, 2023, Groove Botanicals Inc., a Nevada corporation (the “Com

August 8, 2023 LETTER

LETTER

United States securities and exchange commission logo August 8, 2023 Kent Rodriguez Chief Executive Officer, President Groove Botanicals Inc.

July 25, 2023 EX-3

EX-3

July 25, 2023 EX-4

Amendment to Certificate of Designation After Issuance of Class or Series dated 3/14/2014

Exhibit 4.1(c) [NEVADA STATE SEAL] ROSS. MILLER Secretary of State 204 North Carson Street, Suite 1 Carson City, Nevada 89701-4520 (775) 684 5708 Website: www.nvsos.gov Filed in the office of /s/ Ross Miller Document Number 20140188786-65 Ross Miller Secretary of State Filing Date and Time 03/14/201411:10 AM State of Nevada Entity Number C7726-1999 Amendment to Certificate of Designation After Iss

July 25, 2023 EX-3

Bylaws of the Registrant

EXHIBIT 3.2 Bylaws of the Nevada Corporation BYLAWS OF Xdogs.com, Inc. Inc. as of March 31, 1999 ARTICLE I OFFICES The principal office of the Corporation shall initially be located at 527 Marquette Ave., Suite 2130, Minneapolis, MN 55402, and other offices at such places within or without the State of Nevada and as the Board of Directors may from time to time establish. ARTICLE II REGISTERED OFFI

July 25, 2023 EX-4

Amendment to Certificate of Designation After Issuance of Class or Series dated 01/12/2018

Exhibit 4.1(d) [NEVADA STATE SEAL] BARBARA K. CEGAVSKE Secretary of State 202 North Carson Street, Suite 1 Carson City, Nevada 89701-4201 (775) 684 5708 Website: www.nvsos.gov Filed in the office of /s/ Barbara K. Cegavske Document Number 20180022697-67 Barbara K. Cegavske Secretary of State Filing Date and Time 01/12/2018 10:18 AM State of Nevada Entity Number C7726-1999 Amendment to Certificate

July 25, 2023 EX-4

Certificate of Designation

Exhibit 4.1(b) [NEVADA STATE SEAL] ROSS. MILLER Secretary of State 204 North Carson Street, Suite 1 Carson City, Nevada 89701-4520 (775) 684 5708 Website: www.nvsos.gov Certificate of Designation (PURSUANT TO NRS 78.1955 USE BLACK INK ONLY - DO NOT HIGHLIGHT ABOVE SPACE IS FOR OFFICE USE ONLY Certificate of Designation For Nevada Profit Corporations (Pursuant to NRS 78;1955) 1. Name of corporation

July 25, 2023 EX-4

EX-4

July 25, 2023 EX-3

Articles of Merger

Exhibit 3.1(b) ARTICLES OF MERGER OF THE SLED DOGS COMPANY., a Colorado Corporation INTO Xdogs.com, Inc., a Nevada Corporation THESE ARTICLES OF MERGER (the “Articles”) are made this 6th day of May, 1999, by and between THE SLED DOGS COMPANY, a Colorado corporation (hereinafter referred to as the “Non-surviving Corporation”) and Xdogs.com, Inc. a Nevada corporation (hereinafter the “Surviving Corp

July 25, 2023 EX-4

Certificate of Designation of Series and Determination of Rights and Preferences of Series A Convertible Preferred Stock

EXHIBIT 4.1(a) CERTIFICATE OF DESIGNATION OF SERIES AND DETERMINATION OF RIGHTS AND PREFERENCES OF SERIES A CONVERTIBLE PREFERRED STOCK OF XDOGS, INC. XDOGS, Inc., a Nevada corporation (the "Company"), acting pursuant to Nevada Revised Statutes Section 78.1955, does hereby submit the following Certificate of Designation of Series and Determination of Rights and Preferences of its Series A Preferre

July 25, 2023 EX-3

EX-3

July 25, 2023 10-12G/A

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10 GENERAL FORM FOR REGISTRATION OF SECURITIES Pursuant to Section 12(b) or (g) of the Securities Exchange Act of 1934 GROOVE BOTANICALS INC. (Exact name of registrant as specified i

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10 GENERAL FORM FOR REGISTRATION OF SECURITIES Pursuant to Section 12(b) or (g) of the Securities Exchange Act of 1934 GROOVE BOTANICALS INC. (Exact name of registrant as specified in its charter) Nevada 84-1168832 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) Registrant’s Prin

July 25, 2023 EX-4

EX-4

July 25, 2023 EX-4

EX-4

July 25, 2023 EX-4

EX-4

July 25, 2023 EX-3

Agreement and Plan of Merger

Exhibit 3.1(c) AGREEMENT AND PLAN OF MERGER OF THE SLED DOGS COMPANY, a Colorado corporation INTO Xdogs.com, Inc., a Nevada corporation THIS AGREEMENT AND PLAN OF MERGER (the “Agreement”) is made this 6th day of May, 1999 by and between THE SLED DOGS COMPANY, a Colorado corporation (hereinafter referred to as the “Non-surviving Corporation”) and Xdogs.com, Inc., a Nevada corporation (hereinafter r

July 25, 2023 EX-3

EX-3

July 25, 2023 EX-3

EX-3

July 25, 2023 EX-3

Articles of Incorporation

Exhibit 3.1(a) ARTICLES OF INCORPORATION OF Xdogs.com, Inc. Pursuant to the provisions of the Nevada Private Corporations Act (Ch. 78, NRS, as amended), the undersigned Corporation hereby adopts the following Articles of Incorporation: FIRST. The name of the Corporation is Xdogs.com, Inc. SECOND. OFFICE: Its principal office in the State of Nevada is located at Suite 3, 251 Jeanell Drive, Carson C

July 25, 2023 EX-3

Amended Articles of Incorporation

Exhibit 3.1(d) AMENDED ARTICLES OF INCORPORATION OF XDOGS.com, Inc. Pursuant to the provisions of Section 78.320 of the Nevada Revised Statutes, the undersigned Corporation hereby adopts the following Amended Articles of Incorporation as of this date: FIRST. The name of the Corporation is XDOGS.com, Inc. SECOND. The Articles of Incorporation were filed with the Secretary of State on or about the 2

July 25, 2023 EX-21.1

Subsidiaries of the Registrant

EXHIBIT 21.1 SUBSIDIARIES OF THE REGISTRANT Groove Botanicals, Inc., a registrant incorporated in the United States, as of December 2, 2021, has the following subsidiaries: 1. Biotrex, Inc. · Jurisdiction of Incorporation: Wyoming, United States · Percentage of Voting Securities Owned by Groove Botanicals, Inc.: 100% 2. Maxidyne, Inc. · Jurisdiction of Incorporation: Wyoming, United States · Perce

July 6, 2023 LETTER

LETTER

United States securities and exchange commission logo July 6, 2023 Kent Rodriguez Chief Executive Officer, President Groove Botanicals Inc.

June 16, 2023 10-12G

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10 GENERAL FORM FOR REGISTRATION OF SECURITIES Pursuant to Section 12(b) or (g) of the Securities Exchange Act of 1934 GROOVE BOTANICALS INC. (Exact name of registrant as specified i

10-12G 1 eps10813grve.htm U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10 GENERAL FORM FOR REGISTRATION OF SECURITIES Pursuant to Section 12(b) or (g) of the Securities Exchange Act of 1934 GROOVE BOTANICALS INC. (Exact name of registrant as specified in its charter) Nevada 84-1168832 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identificat

June 9, 2023 RW

GROOVE BOTANICALS INC. 310 Fourth Avenue South, Suite 7000 Minneapolis, MN 55415 June 9, 2023

GROOVE BOTANICALS INC. 310 Fourth Avenue South, Suite 7000 Minneapolis, MN 55415 June 9, 2023 VIA EDGAR UPLOAD Michael Purcell Division of Corporation Finance U.S. Securities & Exchange Commission 100 F Street, NE Washington, D.C. 20549 Re: GROOVE BOTANICALS INC. REQUEST FOR WITHDRAWAL File No.: 000-23476 Dear Mr. Purcell: On April 13, 2023, Groove Botanicals Inc., a Nevada corporation (the “Compa

May 3, 2023 LETTER

LETTER

United States securities and exchange commission logo May 3, 2023 Kent Rodriguez Chief Executive Officer, President Groove Botanicals Inc.

April 13, 2023 10-12G

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10 GENERAL FORM FOR REGISTRATION OF SECURITIES Pursuant to Section 12(b) or (g) of the Securities Exchange Act of 1934 GROOVE BOTANICALS INC. (Exact name of registrant as specified i

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10 GENERAL FORM FOR REGISTRATION OF SECURITIES Pursuant to Section 12(b) or (g) of the Securities Exchange Act of 1934 GROOVE BOTANICALS INC. (Exact name of registrant as specified in its charter) Nevada 84-1168832 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) Registrant’s Prin

February 16, 2023 RW

GROOVE BOTANICALS INC. 310 Fourth Avenue South, Suite 7000 Minneapolis, MN 55415 February 16, 2023

RW 1 eps10667grve.htm GROOVE BOTANICALS INC. 310 Fourth Avenue South, Suite 7000 Minneapolis, MN 55415 February 16, 2023 VIA EDGAR UPLOAD Michael Purcell Division of Corporation Finance U.S. Securities & Exchange Commission 100 F Street, NE Washington, D.C. 20549 Re: GROOVE BOTANICALS INC. REQUEST FOR WITHDRAWAL File No.: 000-23476 Dear Mr. Purcell: On November 4, 2022, September 16, 2011, Groove

January 19, 2023 LETTER

LETTER

United States securities and exchange commission logo January 19, 2023 Kent Rodriguez Chief Executive Officer, President Groove Botanicals Inc.

December 23, 2022 10-12G

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10 GENERAL FORM FOR REGISTRATION OF SECURITIES Pursuant to Section 12(b) or (g) of the Securities Exchange Act of 1934 GROOVE BOTANICALS INC. (Exact name of registrant as specified i

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10 GENERAL FORM FOR REGISTRATION OF SECURITIES Pursuant to Section 12(b) or (g) of the Securities Exchange Act of 1934 GROOVE BOTANICALS INC. (Exact name of registrant as specified in its charter) Nevada 84-1168832 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) Registrant’s Prin

December 23, 2022 RW

GROOVE BOTANICALS INC. 310 Fourth Avenue South, Suite 7000 Minneapolis, MN 55415 December 23, 2022

RW 1 eps10577.htm GROOVE BOTANICALS INC. 310 Fourth Avenue South, Suite 7000 Minneapolis, MN 55415 December 23, 2022 VIA EDGAR UPLOAD Michael Purcell Division of Corporation Finance U.S. Securities & Exchange Commission 100 F Street, NE Washington, D.C. 20549 Re: GROOVE BOTANICALS INC. REQUEST FOR WITHDRAWAL File No.: 000-23476 Dear Mr. Purcell: On November 4, 2022, September 16, 2011, Groove Bota

November 4, 2022 10-12G

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10 GENERAL FORM FOR REGISTRATION OF SECURITIES Pursuant to Section 12(b) or (g) of the Securities Exchange Act of 1934 GROOVE BOTANICALS INC. (Exact name of registrant as specified i

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10 GENERAL FORM FOR REGISTRATION OF SECURITIES Pursuant to Section 12(b) or (g) of the Securities Exchange Act of 1934 GROOVE BOTANICALS INC. (Exact name of registrant as specified in its charter) Nevada 84-1168832 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) Registrant’s Prin

August 2, 2021 15-12B

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 001-12850 GROOVE BOTANICALS INC. (Exact name of registrant as specified in i

April 25, 2019 10-Q

GRVE / Groove Botanicals, Inc. FORM 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2017 Or ☐ TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 1-12850 GROOVE BOTANICALS, INC. (Exact

April 25, 2019 10-Q

GRVE / Groove Botanicals, Inc. FORM 10-Q (Quarterly Report)

10-Q 1 grve093017form10q.htm FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2017 Or ☐ TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number

April 25, 2019 10-Q

GRVE / Groove Botanicals, Inc. 10-Q (Quarterly Report) FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2017 Or ☐ TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 1-12850 GROOVE BOTANICALS, INC. (Exact Nam

January 11, 2019 10-Q

GRVE / Groove Botanicals, Inc. FORM 10-Q (Quarterly Report)

10-Q 1 grve063016form10q.htm FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2016 Or ☐ TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 1-1

January 11, 2019 10-Q

GRVE / Groove Botanicals, Inc. FORM 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2016 Or ☐ TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 1-12850 GROOVE BOTANICALS, INC. (Exac

January 11, 2019 10-K

GRVE / Groove Botanicals, Inc. FORM 10-K (Annual Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the year ended March 31, 2017 Or ☐ TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 1-12850 GROOVE BOTANICALS INC. (Exact Name of Small Busi

January 11, 2019 10-Q

GRVE / Groove Botanicals, Inc. FORM 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2016 Or ☐ TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 1-12850 GROOVE BOTANICALS, INC. (Exact

August 28, 2018 EX-10.7

Promissory Note between the Company and Carebourn Capital, LLC dated January 29, 2018 in the amount of $230,000

NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS NOTENOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS.

August 28, 2018 10-K

GRVE / Groove Botanicals, Inc. FORM 10-K (Annual Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the year ended March 31, 2016 Or ☐ TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 1-12850 GROOVE BOTANICALS INC. (Exact Name of Small Busi

August 28, 2018 EX-10.6

Certificate of Designation AFS Series A Preferred Stock

CERTIFICATE OF DESIGNATION OF SERIES A PREFERRED STOCK OF AFS HOLDINGS, INC. RECITALS (Pursuant to Sections 78.035, 78.195, 78.196 of the Nevada Revised Statutes) AFS Holdings, Inc., a Nevada corporation (the “Corporation”), hereby certifies that the following resolution was adopted by the Board of Directors of the Corporation: RESOLVED, that pursuant to the authority expressly granted to and vest

April 24, 2018 DEF 14C

AOGN / Avalon Oil & Gas, Inc. DEF 14C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: ☐ Preliminary Information Statement ☐ Confidential, For Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) ☒ Definitive Information Statement AVALON OIL & GAS, INC. (Name of Regi

April 10, 2018 DEF 14C

AOGN / Avalon Oil & Gas, Inc. DEF 14C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: ☐ Preliminary Information Statement ☐ Confidential, For Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) ☒ Definitive Information Statement AVALON OIL & GAS, INC. (Name of Regi

June 30, 2016 NT 10-K

Avalon Oil & Gas FORM NT 10-K

SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 Commission File Number: 333 -207587 NOTIFICATION OF LATE FILING (Check one): ? Form 10-K ? Form 20-F ? Form 11-K ? Form 10-Q ? Form 10-D ? Form N-SAR ? Form N-CSR For Period Ended: March 31, 2016 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ? Transition Report on Form 10-Q ? Transition Report on Form N-SAR For the Transition Period Ended: Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

February 22, 2016 10-Q

Avalon Oil & Gas Form 10-Q (Quarterly Report)

10-Q 1 aogn123115form10q.htm FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2015 Or ☐ TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number:

February 16, 2016 NT 10-Q

Avalon Oil & Gas NT 10-Q

NT 10-Q 1 aogn123115formnt10q.htm NT 10-Q SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 Commission File Number: 1-12850 NOTIFICATION OF LATE FILING (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: December 31, 2015 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 1

November 23, 2015 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2015 ☐ TRANSITION REPORT UNDER SECTION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2015 Or ? TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 1-12850 AVALON OIL & GAS, INC. (Exact

November 13, 2015 NT 10-Q

Avalon Oil & Gas FORM NT 10-Q

SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 Commission File Number: 1-12850 NOTIFICATION OF LATE FILING (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: September 30, 2015 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q ☐ Transition Report on Form N-SAR For the Transition Period Ended: Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

September 10, 2015 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2015 ☐ TRANSITION REPORT UNDER SECTION 13 OR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2015 Or ? TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 1-12850 AVALON OIL & GAS, INC. (Exact Name

August 14, 2015 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the year ended March 31, 2015 ☐ TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE

10-K 1 aogn33115form10k.htm FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the year ended March 31, 2015 Or ☐ TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 1-12850 AVALON OIL

July 2, 2015 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31 2014 ☐ TRANSITION REPORT UNDER SECTION 13

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31 2014 Or ☐ TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 1-12850 AVALON OIL & GAS, INC. (Exact N

May 18, 2015 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2014 ☐ TRANSITION REPORT UNDER SECTION 1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ?QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2014 Or ? TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 1-12850 AVALON OIL & GAS, INC. (Exact

November 17, 2014 NT 10-Q

GRVE / Groove Botanicals, Inc. NT 10-Q - - NT 10-Q

SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 Commission File Number: 1-12850 NOTIFICATION OF LATE FILING (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: September 30, 2014 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q ☐ Transition Report on Form N-SAR For the Transition Period Ended: Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

November 4, 2014 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q xQUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2014 o TRANSITION REPORT UNDER SECTION 13 OR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q xQUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2014 Or o TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 1-12850 AVALON OIL & GAS, INC. (Exact Name

October 31, 2014 10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment #4 ☑ ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the year ended March 31, 2014 ☐ TRANSITION REPORT UNDER SECTION 13 O

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment #4 ? ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the year ended March 31, 2014 Or ? TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 1-12850 AVALON OIL & GAS, INC. (Exact Nam

October 22, 2014 10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment No. 3 ☑ ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the year ended March 31, 2014 ☐ TRANSITION REPORT UNDER SECTION 1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment No. 3 ? ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the year ended March 31, 2014 Or ? TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 1-12850 AVALON OIL & GAS, INC. (Exact

October 15, 2014 10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A ☑ ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the year ended March 31, 2014 ☐ TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF T

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A ? ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the year ended March 31, 2014 Or ? TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 1-12850 AVALON OIL & GAS, INC. (Exact Name of Small Bu

September 30, 2014 10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment No. 1 ☑ ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the year ended March 31, 2014 ☐ TRANSITION REPORT UNDER SECTION 1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment No. 1 ? ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the year ended March 31, 2014 Or ? TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 1-12850 AVALON OIL & GAS, INC. (Exact

September 30, 2014 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☑ ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the year ended March 31, 2014 ☐ TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ? ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the year ended March 31, 2014 Or ? TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 1-12850 AVALON OIL & GAS, INC. (Exact Name of Small Busi

July 1, 2014 NT 10-K

GRVE / Groove Botanicals, Inc. NT 10-K - - FORM NT 10-K

SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 Commission File Number: 1-12850 NOTIFICATION OF LATE FILING (Check one): x Form 10-K o Form 20-F o Form 11-K o Form 10-Q o Form 10-D o Form N-SAR o Form N-CSR For Period Ended: March 31, 2014 o Transition Report on Form 10-K o Transition Report on Form 20-F o Transition Report on Form 11-K o Transition Report on Form 10-Q o Transition Report on Form N-SAR For the Transition Period Ended: Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

April 7, 2014 10-Q/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1) ☑ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2013 ☐ TRANSITION RE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1) ☑ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2013 Or ☐ TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 1-12850 AVALON OIL

April 4, 2014 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☑ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2013 ☐ TRANSITION REPORT UNDER SECTION 1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2013 Or ? TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 1-12850 AVALON OIL & GAS, INC. (Exact

February 14, 2014 NT 10-Q

- FORM NT 10-Q

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 Commission File Number: 1-12850 NOTIFICATION OF LATE FILING ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☑ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For period ended: December 31, 2013 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q ☐ Transitio

November 19, 2013 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q xQUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2013 o TRANSITION REPORT UNDER SECTION 1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q xQUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2013 Or o TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 1-12850 AVALON OIL & GAS, INC. (Exact

November 14, 2013 NT 10-Q

-

SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 Commission File Number: 1-12850 NOTIFICATION OF LATE FILING (Check one): o Form 10-K o Form 20-F o Form 11-K x Form 10-Q o Form 10-D o Form N-SAR o Form N-CSR For Period Ended: September 30, 2013 o Transition Report on Form 10-K o Transition Report on Form 20-F o Transition Report on Form 11-K o Transition Report on Form 10-Q o Transition Report on Form N-SAR For the Transition Period Ended: Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

September 12, 2013 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q þ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2013 o TRANSITION REPORT UNDER SECTION 13 OR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2013 Or o TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 1-12850 AVALON OIL & GAS, INC. (Exact Name

September 12, 2013 10-Q/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2013 o TRANSITION REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2013 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 1-12850 AVALON O

August 20, 2013 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the year ended March 31, 2013 r TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the year ended March 31, 2013 Or r TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 1-12850 AVALON OIL & GAS, INC. (Exact Name of Small Busi

August 20, 2013 EX-10.5

Certificate of Designation Series B Preferred Stock*

Exhibit 10.5 CERTIFICATE OF DESIGNATION OF SERIES B PREFERRED STOCK OF AVALON OIL & GAS, INC. RECITALS (Pursuant to Sections 78.035, 78.195, 78.196 of the Nevada Revised Statutes) Avalon Oil & Gas, Inc., a Nevada corporation (the "Corporation"), hereby certifies that the following resolution was adopted by the Board of Directors of the Corporation: RESOLVED, that pursuant to the authority expressl

August 16, 2013 NT 10-Q

- QUARTERLY REPORT EXTENSION

SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 Commission File Number: 1-12850 NOTIFICATION OF LATE FILING (Check one): o Form 10-K o Form 20-F o Form 11-K x Form 10-Q o Form 10-D o Form N-SAR o Form N-CSR For Period Ended: June 30, 2013 o Transition Report on Form 10-K o Transition Report on Form 20-F o Transition Report on Form 11-K o Transition Report on Form 10-Q o Transition Report on Form N-SAR For the Transition Period Ended: Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

August 16, 2013 NT 10-Q/A

- QUARTERLY REPORT EXTENSION

SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 Commission File Number: 1-12850 NOTIFICATION OF LATE FILING (Check one): o Form 10-K o Form 20-F o Form 11-K x Form 10-Q o Form 10-D o Form N-SAR o Form N-CSR For Period Ended: June 30, 2013 o Transition Report on Form 10-K o Transition Report on Form 20-F o Transition Report on Form 11-K o Transition Report on Form 10-Q o Transition Report on Form N-SAR For the Transition Period Ended: Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

July 1, 2013 NT 10-K

- ANNUAL REPORT EXTENSION

SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 Commission File Number: 1-12850 NOTIFICATION OF LATE FILING (Check one): x Form 10-K o Form 20-F o Form 11-K o Form 10-Q o Form 10-D o Form N-SAR o Form N-CSR For Period Ended: March 31, 2013 o Transition Report on Form 10-K o Transition Report on Form 20-F o Transition Report on Form 11-K o Transition Report on Form 10-Q o Transition Report on Form N-SAR For the Transition Period Ended: Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

May 22, 2013 LETTER

LETTER

May 22, 2013 Via E-mail Kent Rodriguez Chief Executive Officer Avalon Oil & Gas, Inc.

April 22, 2013 EX-10.3

Promissory Note between the Company and Maerki Baumann & Company AG dated January 11, 2011, in the amount of $250,000*

Exhibit 10.3 PROMISSORY NOTE $ 250,000.00 January 11, 2011 1. FOR VALUE RECEIVED, Avalon Oil & Gas, Inc., a Nevada corporation (the "Debtor"), hereby promises to pay to the order of Maerki Baumann & Company, AG, their successors and assigns (the "Holder"), the principal sum of Two Hundred Fifty Thousand and no/100 Dollars ($250,000.00), in lawful money of the United States and immediately availabl

April 22, 2013 EX-10.2

Promissory Note between the Company and Peter Messerli dated January 6, 2011, in the amount of $200.000 *

Exhibit 10.2 PROMISSORY NOTE $ 200,000.00 January 6, 2011 1. FOR VALUE RECEIVED, Avalon Oil & Gas, Inc., a Nevada corporation (the "Debtor"), hereby promises to pay to the order of Peter Messerli, their successors and assigns (the "Holder"), the principal sum of Two Hundred Thousand and no/100 Dollars ($200,000.00), in lawful money of the United States and immediately available funds, together wit

April 22, 2013 EX-10.1

Employment Agreement between the Company and Kent Rodriguez dated April 1, 2011 *

EX-10.1 2 f10k2012a2ex10iavalonoil.htm EMPLOYMENT AGREEMENT Exhibit 10.1 EMPLOYMENT AGREEMENT AGREEMENT dated as of the 1st day of April 2011, by and between Avalon Oil & Gas, Inc. a Nevada corporation, with an address at 7808 Creekridge Circle, Suite 105, Minneapolis, Minnesota 55439 (the "Employer") and Kent Rodriguez, with an address at 7020 Lanham Lane, Edina, Minnesota 55439(the "Employee").

April 22, 2013 10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment 1 þ ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the year ended March 31, 2012 o TRANSITION REPORT UNDER SECTION 13 OR

10-K/A 1 f10k2012a2avalonoilgas.htm AMENDED ANNUAL REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment 1 þ ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the year ended March 31, 2012 Or o TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commissi

April 22, 2013 EX-10.4

Promissory Note between the Company and Maerki Baumann & Company AG dated January 27, 2012, in the amount of $200,000*

EX-10.4 5 f10k2012a2ex10ivavalonoil.htm PROMISSORY NOTE BETWEEN THE COMPANY AND MAERKI BAUMANN & COMPANY AG Exhibit 10.4 PROMISSORY NOTE $200,000.00 January 27, 2012 1. FOR VALUE RECEIVED, Avalon Oil & Gas, Inc., a Nevada corporation (the "Debtor"), hereby promises to pay to the order of Maerki Baumann & Company, AG, their successors and assigns (the "Holder"), the principal sum of Two Hundred Tho

March 21, 2013 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q þ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2012 o TRANSITION REPORT UNDER SECTION 1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2012 Or o TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 1-12850 AVALON OIL & GAS, INC. (Exact

February 22, 2013 CORRESP

-

Avalon Oil & Gas, Inc. 310 Fourth Avenue South, Suite 7000 Minneapolis, MN 55415 February 21, 2013 United States Securities and Exchange Commission Division of Corporate Finance 100 F Street N.E. Washington, D.C. 20549 RE: Comment Letter dated February 12, 2013 with respect to Avalon Oil & Gas, Inc.’s (the “Company”) Form 10K for the Fiscal Year Ended March 31, 2011, filed July 13, 2012 File No. 1

February 15, 2013 NT 10-Q

- 10-Q EXTENSION

SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 Commission File Number: 1-12850 NOTIFICATION OF LATE FILING (Check one): o Form 10-K o Form 20-F o Form 11-K x Form 10-Q o Form 10-D o Form N-SAR o Form N-CSR For Period Ended: December 31, 2012 o Transition Report on Form 10-K o Transition Report on Form 20-F o Transition Report on Form 11-K o Transition Report on Form 10-Q o Transition Report on Form N-SAR For the Transition Period Ended: Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

February 12, 2013 LETTER

LETTER

February 12, 2013 Via E-mail Mr. Kent Rodriguez Chief Executive Officer Avalon Oil & Gas, Inc. 7808 Creekridge Circle, Suite 105 Minneapolis, MN 55439 Re: Avalon Oil & Gas, Inc. Form 10-K for Fiscal Year Ended March 31, 2012 Filed July 13, 2012 File No. 1-12850 Dear Mr. Rodriguez: We have reviewed your filing and have the following comments. In some of our comments, we may ask you to provide us wi

December 17, 2012 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2012 r TRANSITION REPORT UNDER SECTION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2012 Or r TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 1-12850 AVALON OIL & GAS, INC. (Exact

November 15, 2012 NT 10-Q

- NOTIFICATION OF LATE FILING

NT 10-Q 1 extf10q0912avalon.htm NOTIFICATION OF LATE FILING SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 Commission File Number: 1-12850 NOTIFICATION OF LATE FILING (Check one): o Form 10-K o Form 20-F o Form 11-K x Form 10-Q o Form 10-D o Form N-SAR o Form N-CSR For Period Ended: September 30, 2012 o Transition Report on Form 10-K o Transition Report on Form 20-F o Transiti

October 3, 2012 8-K

Submission of Matters to a Vote of Security Holders

8-K 1 f8k092812avalonoil.htm CURRENT REPORT 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): September 28, 2012 AVALON OIL & GAS, INC. (Name of Small Business Issuer in its charter) Nevada 1-12850 84-1168832 (State of incorporation) (Commission F

September 25, 2012 DEFR14A

- AMENDED SCHEDULE 14A

SCHEDULE 14A SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.

September 14, 2012 DEF 14A

- PROXY STATEMENT

SCHEDULE 14A SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant þ Filed by Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) þ Definitive Proxy Statement o Definitive Additional Materials o Soliciting Material Pursuant to §240.

September 4, 2012 PRER14A

- PROXY STATEMENT

SCHEDULE 14A CORRECTED SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant þ Filed by Party other than the Registrant o Check the appropriate box: þ Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Definitive Proxy Statement o Definitive Additional Materials o Soliciting Material Pursuant to §240.

August 31, 2012 PRE 14A

- SCHEDULE 14A

SCHEDULE 14A SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant þ Filed by Party other than the Registrant o Check the appropriate box: þ Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Definitive Proxy Statement o Definitive Additional Materials o Soliciting Material Pursuant to §240.

August 20, 2012 10-Q/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment No. 1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment No. 1 x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2012 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 1-12850 Avalo

August 14, 2012 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2012 o TRANSITION REPORT UNDER SECTION 13 OR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2012 Or o TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 1-12850 AVALON OIL & GAS, INC. (Exact Name

July 17, 2012 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers - CURRENT REPORT

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): July 17, 2012 AVALON OIL & GAS, INC. (Name of Small Business Issuer in its charter) Nevada 1-12850 84-1168832 (State of incorporation) (Commission File No.) (IRS Employer Identification No.) 7808 C

July 16, 2012 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

8-K 1 aogn8k.htm CURRENT REPORT 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): June 13, 2012 AVALON OIL & GAS, INC. (Name of Small Business Issuer in its charter) Nevada 1-12850 84-1168832 (State of incorporation) (Commission File No.) (IRS Emp

July 13, 2012 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K þ ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the year ended March 31, 2012 o TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K þ ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the year ended March 31, 2012 Or o TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 1-12850 AVALON OIL & GAS, INC. (Exact Name of Small Busi

July 13, 2012 EX-3.1

CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

EXHIBIT 31.1 CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Kent Rodriguez, certify that: 1. I have reviewed this Form 10-K of Avalon Oil & Gas, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such stateme

July 2, 2012 NT 10-K

- LATE FILING NOTICE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC FILE NUMBER 1-12850 CUSIP NUMBER NOTIFICATION OF LATE FILING (Check one): þ Form 10-K o Form 20-F o Form 11-K o Form 10-Q o Form 10-D o Form N-SAR o Form N-CSR For Period Ended: March 31, 2012 o Transition Report on Form 10-K o Transition Report on Form 20-F o Transition Report on Form 11-K o Transition Report

February 14, 2012 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q þ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2011 o TRANSITION REPORT UNDER SECTION 1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2011 Or o TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 1-12850 AVALON OIL & GAS, INC. (Exact

November 30, 2011 DEF 14C

SCHEDULE 14C INFORMATION INFORMATION STATEMENT PURSUANT TO SECTION 14(C) OF THE SECURITIES EXCHANGE ACT OF 1934

SCHEDULE 14C INFORMATION INFORMATION STATEMENT PURSUANT TO SECTION 14(C) OF THE SECURITIES EXCHANGE ACT OF 1934 Check the appropriate box: o Preliminary Information Statement o Confidential, for use of the Commission Only (as permitted by Rule 14c-d(d)(2)) þ Definitive Information Statement Avalon Oil & Gas, Inc.

November 18, 2011 PRE 14C

SCHEDULE 14C INFORMATION INFORMATION STATEMENT PURSUANT TO SECTION 14(C) OF THE SECURITIES EXCHANGE ACT OF 1934

SCHEDULE 14C INFORMATION INFORMATION STATEMENT PURSUANT TO SECTION 14(C) OF THE SECURITIES EXCHANGE ACT OF 1934 Check the appropriate box: þ Preliminary Information Statement o Confidential, for use of the Commission Only (as permitted by Rule 14c-d(d)(2)) o Definitive Information Statement Avalon Oil & Gas, Inc.

November 15, 2011 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q þ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2011 o TRANSITION REPORT UNDER SECTION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2011 Or o TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 1-12850 AVALON OIL & GAS, INC. (Exact

November 15, 2011 NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC FILE NUMBER CUSIP NUMBER NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC FILE NUMBER CUSIP NUMBER NOTIFICATION OF LATE FILING (Check one): o Form 10-K o Form 20-F o Form 11-K ? Form 10-Q o Form 10-D o Form N-SAR o Form N-CSR For Period Ended: September 30, 2011 o Transition Report on Form 10-K o Transition Report on Form 20-F o Transition Report on Form 11-K o Transition Report on F

August 15, 2011 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 [Missing Graphic Reference] FORM 10-Q [Missing Graphic Reference] þ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period end

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 [Missing Graphic Reference] FORM 10-Q [Missing Graphic Reference] þ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2011 Or o TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission

July 14, 2011 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 __________________ FORM 10-K __________________ x ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the year ended March 31, 2011 r TRANSITION RE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the year ended March 31, 2011 Or r TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 1-12850 AVALON OIL & GAS, INC. (Exact Name of Small Busi

June 30, 2011 NT 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number: 1-12850 [X] Form 10-K [] Form 20-F [] Form 11-K [] Form 10-Q [] Form N-SAR [] Form N-CSR For Period Ended: March 31, 2011 [] Transition Report on Form 10-K [] Transition Report on Form 20-F [] Transition Report on Form 11-K [] Transition Report on Form 10-Q [] Tra

February 14, 2011 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2010 r TRANSITION REPORT UNDER SECTION 1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2010 Or r TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 1-12850 AVALON OIL & GAS, INC. (Exact

February 11, 2011 SC 13G

TAWESAVALON13G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Amendment No. 1 Avalon Oil and Gas, Inc. Name of Issuer Common Stock Title of Class of Securities 053467205 CUSIP Number February 14, 2011 Date of Event Which Requires Filing of this Statement Check the appropriate box to designate the rule pursuant to which this Schedule

February 11, 2011 SC 13G

DIPAOLOAVALON13G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Amendment No. 1 Avalon Oil and Gas, Inc. Name of Issuer Common Stock Title of Class of Securities 053467205 CUSIP Number February 14, 2011 Date of Event Which Requires Filing of this Statement Check the appropriate box to designate the rule pursuant to which this Schedule

November 19, 2010 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2010 r TRANSITION REPORT UNDER SECTION

10-Q 1 avalonoil10q093010.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2010 Or r TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 1-12850

November 16, 2010 NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): oForm 10-K oForm 20-F oForm 11-K x Form 10-Q o Form N-SAR oForm N-CSR For Period Ended: September 30, 2010 oTransition Report o

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): oForm 10-K oForm 20-F oForm 11-K x Form 10-Q o Form N-SAR oForm N-CSR For Period Ended: September 30, 2010 oTransition Report on Form 10-K oTransition Report on Form 20-F oTransition Report on Form 11-K oTransition Report on Form 10-Q oTransition Report on Form N-SAR For the Transition Period Ended: Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

August 23, 2010 SC 13G

SC 13G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Amendment No. 1 Avalon Oil and Gas, Inc. Name of Issuer Common Stock Title of Class of Securities 053467205 CUSIP Number February 14, 2009 Date of Event Which Requires Filing of this Statement Check the appropriate box to designate the rule pursuant to which this Schedule

August 16, 2010 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2010 r TRANSITION REPORT UNDER SECTION 13 OR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2010 Or r TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 1-12850 AVALON OIL & GAS, INC. (Exact Name

July 26, 2010 8-K

Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review

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): July 2, 2010 Avalon Oil & Gas, Inc. (Exact name of registrant as specified in its charter) Nevada 1-12850 84-1168832 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Emp

July 22, 2010 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the year ended March 31, 2010 r TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE

10-K 1 avalon10k033110.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the year ended March 31, 2010 Or r TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 1-12850 AVALON OIL & GAS, INC

July 8, 2010 LETTER

LETTER

July 2, 2010 CORRESP

MINTZ & FRAADE, P.C. COUNSELORS AT LAW 488 MADISON AVENUE NEW YORK, NEW YORK 10022

MINTZ & FRAADE, P.C. COUNSELORS AT LAW 488 MADISON AVENUE NEW YORK, NEW YORK 10022 TELEPHONE OF COUNSEL (212) 486-2500 JAY D. FISCHER EDWARD C. KRAMER KEVIN J. MCGRAW TELECOPIER ARTHUR L. PORTER, JR. (212) 486-0701 JON M. PROBSTEIN SEYMOUR REITKNECHT I. FREDERICK SHOTKIN July 2, 2010 Via Email Mark Shannon, Branch Chief United States Securities and Exchange Commission Division of Corporation Finan

June 29, 2010 NT 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING x Form 10-K o Form 20-F o Form 11-K o Form 10-Q o Form N-SAR o Form N-CSR For the Period Ended: March 31, 2010 o Transition Report on Form 1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING x Form 10-K o Form 20-F o Form 11-K o Form 10-Q o Form N-SAR o Form N-CSR For the Period Ended: March 31, 2010 o Transition Report on Form 10-K o Transition Report on Form 10-Q o Transition Report on Form 20-F o Transition Report on Form N-SAR o Transition Report on Form 11-K For the Transition Period Ended: Nothing in this Form shall be construed to imply that the Commission has verified any information contained herein.

June 15, 2010 LETTER

LETTER

May 11, 2010 CORRESP

MINTZ & FRAADE, P.C. COUNSELORS AT LAW 488 MADISON AVENUE NEW YORK, NEW YORK 10022

MINTZ & FRAADE, P.C. COUNSELORS AT LAW 488 MADISON AVENUE NEW YORK, NEW YORK 10022 TELEPHONE OF COUNSEL (212) 486-2500 JAY D. FISCHER EDWARD C. KRAMER KEVIN J. MCGRAW TELECOPIER ARTHUR L. PORTER, JR. (212) 486-0701 JON M. PROBSTEIN SEYMOUR REITKNECHT I. FREDERICK SHOTKIN May 11, 2010 Via Email Mark Shannon, Branch Chief United States Securities and Exchange Commission Division of Corporation Finan

March 24, 2010 CORRESP

MINTZ & FRAADE, P.C. COUNSELORS AT LAW 488 MADISON AVENUE NEW YORK, NEW YORK 10022 TELEPHONE OF COUNSEL (212) 486-2500 JAY D. FISCHER EDWARD C. KRAMER ____ KEVIN J. MCGRAW TELECOPIER ARTHUR L. PORTER, JR. (212) 486-0701 JON M. PROBSTEIN SEYMOUR REITK

MINTZ & FRAADE, P.C. COUNSELORS AT LAW 488 MADISON AVENUE NEW YORK, NEW YORK 10022 TELEPHONE OF COUNSEL (212) 486-2500 JAY D. FISCHER EDWARD C. KRAMER KEVIN J. MCGRAW TELECOPIER ARTHUR L. PORTER, JR. (212) 486-0701 JON M. PROBSTEIN SEYMOUR REITKNECHT I. FREDERICK SHOTKIN March 24, 2010 Via Email Mark Shannon, Branch Chief United States Securities and Exchange Commission Division of Corporation Fin

March 3, 2010 CORRESP

Avalon Oil & Gas, Inc. 7808 Creekridge Circle, Suite 105 Minneapolis, Minnesota 55439 March 3, 2010

Avalon Oil & Gas, Inc. 7808 Creekridge Circle, Suite 105 Minneapolis, Minnesota 55439 March 3, 2010 United States Securities and Exchange Commission Division of Corporate Finance 100 F Street N.E. Washington, D.C. 20549 Re: Comment Letter dated February 17, 2010 with respect to Avalon Oil & Gas, Inc.?s (the ?Company?) Form 10-Q for the Fiscal Year Ended March 31, 2009 filed July 14, 2009 File No.

February 22, 2010 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2009 r TRANSITION REPORT UNDER SECTION 1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2009 Or r TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 1-12850 AVALON OIL & GAS, INC. (Exact

February 18, 2010 LETTER

LETTER

February 16, 2010 NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): oForm 10-K oForm 20-F oForm 11-K x Form 10-Q o Form N-SAR oForm N-CSR For Period Ended: December 31, 2009 oTransition Report on

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): oForm 10-K oForm 20-F oForm 11-K x Form 10-Q o Form N-SAR oForm N-CSR For Period Ended: December 31, 2009 oTransition Report on Form 10-K oTransition Report on Form 20-F oTransition Report on Form 11-K oTransition Report on Form 10-Q oTransition Report on Form N-SAR For the Transition Period Ended: Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

December 15, 2009 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2009 r TRANSITION REPORT UNDER SECTION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2009 Or r TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 1-12850 AVALON OIL & GAS, INC. (Exact

November 16, 2009 NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): oForm 10-K oForm 20-F oForm 11-K x Form 10-Q o Form N-SAR oForm N-CSR For Period Ended: September 30, 2009 oTransition Report o

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): oForm 10-K oForm 20-F oForm 11-K x Form 10-Q o Form N-SAR oForm N-CSR For Period Ended: September 30, 2009 oTransition Report on Form 10-K oTransition Report on Form 20-F oTransition Report on Form 11-K oTransition Report on Form 10-Q oTransition Report on Form N-SAR For the Transition Period Ended: Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

August 19, 2009 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2009 r TRANSITION REPORT UNDER SECTION 13 OR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2009 Or r TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 1-12850 AVALON OIL & GAS, INC. (Exact Name

August 14, 2009 NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): oForm 10-K oForm 20-F oForm 11-K x Form 10-Q o Form N-SAR oForm N-CSR For Period Ended: June 30, 2009 oTransition Report on For

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): oForm 10-K oForm 20-F oForm 11-K x Form 10-Q o Form N-SAR oForm N-CSR For Period Ended: June 30, 2009 oTransition Report on Form 10-K oTransition Report on Form 20-F oTransition Report on Form 11-K oTransition Report on Form 10-Q oTransition Report on Form N-SAR For the Transition Period Ended: Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

July 14, 2009 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the year ended March 31, 2009 r TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the year ended March 31, 2009 Or r TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 1-12850 AVALON OIL & GAS, INC. (Exact Name of Small Busi

June 29, 2009 NT 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING x Form 10-K o Form 20-F o Form 11-K o Form 10-Q o Form N-SAR o Form N-CSR For the Period Ended: March 31, 2009 o Transition Report on Form 1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING x Form 10-K o Form 20-F o Form 11-K o Form 10-Q o Form N-SAR o Form N-CSR For the Period Ended: March 31, 2009 o Transition Report on Form 10-K o Transition Report on Form 10-Q o Transition Report on Form 20-F o Transition Report on Form N-SAR o Transition Report on Form 11-K For the Transition Period Ended: Nothing in this Form shall be construed to imply that the Commission has verified any information contained herein.

February 23, 2009 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2008 r TRANSITION REPORT UNDER SECTION 1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2008 Or r TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 1-12850 AVALON OIL & GAS, INC. (Exact

February 19, 2009 SC 13G/A

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3) AVALON OIL & GAS, INC. (Name of Issuer) COMMON STOCK (Title of Class of Securities) (CUSIP Number) February 2, 2009 (Da

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3) AVALON OIL & GAS, INC. (Name of Issuer) COMMON STOCK (Title of Class of Securities) 053467106 (CUSIP Number) February 2, 2009 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is file

February 18, 2009 NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): oForm 10-K oForm 20-F oForm 11-K x Form 10-Q o Form N-SAR oForm N-CSR For Period Ended: December 31, 2008 oTransition Report on

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): oForm 10-K oForm 20-F oForm 11-K x Form 10-Q o Form N-SAR oForm N-CSR For Period Ended: December 31, 2008 oTransition Report on Form 10-K oTransition Report on Form 20-F oTransition Report on Form 11-K oTransition Report on Form 10-Q oTransition Report on Form N-SAR For the Transition Period Ended: Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

January 6, 2009 EX-99.1

Avalon Closes Acquisition of Bedford Energy Assets

EX-99.1 2 ex99-1.htm Exhibit 99.1 Avalon Closes Acquisition of Bedford Energy Assets Avalon Oil & Gas, Inc., (Avalon) (OTCBB: AOGN) announced it has signed a letter agreement to acquire all of the oil and gas producing assets owned by Bedford Energy, Inc., in the East Chandler Field, Lincoln County, Oklahoma. Avalon will increase its current interest in the Grace #2 well and acquire working intere

January 6, 2009 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES 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): December 22, 2008 Avalon Oil & Gas, Inc. (Exact Name of registrant as specified in charter) Nevada 1-12850 84-1168832 (State or other jurisdiction of incorporation) (Commission File N

November 14, 2008 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2008 r TRANSITION REPORT UNDER SECTION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2008 Or r TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 1-12850 AVALON OIL & GAS, INC. (Exact

October 15, 2008 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES 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): September 25, 2008 Avalon Oil & Gas, Inc. - (Exact Name of registrant as specified in charter) Nevada 1-12850 84-1168832 - - - (State or other jurisdiction (Commission File Number) (I

October 15, 2008 EX-99.1

EX-99.1

Exhibit 99.1 Avalon Acquires a Leasehold Position in Rice County, Kansas MINNEAPOLIS-(BUSINESS WIRE)-Avalon Oil & Gas, Inc., (Avalon) (OTCBB: AOGN) announced that the company has acquired an undivided 100% working interest, 85% net revenue interest in an 80 acre lease, and a 50% working interest, 40% net revenue interest in a 240 acre lease in Rice County, Kansas. The Rice County leasehold has sev

August 19, 2008 10-Q

10-Q

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q |X| QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2008 Or || TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 1-12850 AVALON OIL & GAS, INC. - (Exact Name of

August 15, 2008 NT 10-Q

NT 10-Q

SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 Commission File Number: 33-19048-NY NOTIFICATION OF LATE FILING (Check One): || Form 10-K || Form 11-K || Form 20-F |X| Form 10-Q || Form N-SAR | | Form 10-KSB || Form 10-QSB For Period Ended: June 30, 2008 - [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Report on Form 11-K [ ] Transition Report on Form 10-Q [ ] Transition Report on Form N-SAR For the Transition Period Ended: - Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

August 5, 2008 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES 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 1, 2008 Avalon Oil & Gas, Inc. - (Exact Name of registrant as specified in charter) Nevada 1-12850 84-1168832 - - - (State or other jurisdiction (Commission File Number) (IRS E

July 29, 2008 10KSB/A

10KSB/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-KSB/A (Amendment No. 1) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended March 31, 2008 Commission file number: 1-12850 Avalon Oil & Gas, Inc. - (Exact name of small business issuer in its charter) Incorporated under the laws of 84-1168832 the State of Nevad

July 15, 2008 10KSB

10KSB

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-KSB ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended March 31, 2008 Commission file number: 1-12850 Avalon Oil & Gas, Inc. - (Exact name of small business issuer in its charter) Incorporated under the laws of 84-1168832 the State of Nevada I.R.S. Identificat

July 7, 2008 EX-10

EX-10

Exhibit 10 July 1, 2008 Mr. Harvey Bryant Chief Executive Officer Bedford Energy, Inc. 531 North Portland Oklahoma City, OK 73107 RE: Lincoln County, Oklahoma Dear Mr. Bryant: This Letter Agreement constitutes the offer of Avalon Oil & Gas, Inc. ("Avalon"), with respect to the acquisition of all of the leasehold interests, working interests, carried working interests, royalty interests, including

July 7, 2008 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

8-K 1 avalon8k7-2.txt 8-K UNITED STATES 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): July 2, 2008 Avalon Oil & Gas, Inc. - (Exact Name of registrant as specified in charter) Nevada 1-12850 84-1168832 - - - (State or other jurisdiction (Commis

July 7, 2008 EX-99.1

EX-99.1

EX-99.1 3 avalon8k7-2991.txt PRESS RELEASE Exhibit 99.1 Avalon Oil & Gas, Inc. Company Press Release SOURCE: Avalon Oil & Gas, Inc. Avalon Increases Ownership in the East Chandler Field MINNEAPOLIS, MN, July 2, 2008 - Avalon Oil & Gas, Inc., (Avalon) (OTCBB: AOGN / FWB: A3MA.F) announced it has signed a letter agreement to acquire all of the oil and gas producing assets owned by Bedford Energy, In

July 1, 2008 NT 10-K

NT 10-K

SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 Commission File Number: 1-12850 NOTIFICATION OF LATE FILING (Check One): || Form 10-K || Form 11-K || Form 20-F || Form 10-Q || Form N-SAR |X| Form 10-KSB || Form 10-QSB For Period Ended: March 31, 2008 - [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Report on Form 11-K [ ] Transition Report on Form 10-Q [ ] Transition Report on Form N-SAR For the Transition Period Ended: - Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

February 14, 2008 10QSB

10QSB

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended December 31, 2007 Commission file number: 1-12850 Avalon Oil & Gas, Inc. - (Exact name of small business issuer in its charter) 7808 Creekridge Circle, Suite 105 MINNEAPOLIS, MINNESOTA 55439 (Address of principa

February 8, 2008 SC 13G/A

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2) AVALON OIL & GAS, INC. (Name of Issuer) COMMON STOCK (Title of Class of Securities) (CUSIP Number) December 31, 2007 (D

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2) AVALON OIL & GAS, INC. (Name of Issuer) COMMON STOCK (Title of Class of Securities) 053467106 (CUSIP Number) December 31, 2007 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is fil

November 21, 2007 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES 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): November 13, 2007 Avalon Oil & Gas, Inc. - (Exact Name of registrant as specified in charter) Nevada 1-12850 84-1168832 - - - (State or other jurisdiction (Commission File Number) (IR

November 21, 2007 EX-99.1

EX-99.1

Exhibit 99.1 Avalon Expands into Colombian Oil Operations Tuesday November 13, 3:00 am ET MINNEAPOLIS-(BUSINESS WIRE)-Avalon Oil and Gas, Inc. (Avalon) (OTCBB:AOGN - News)(FWB:A3MA.F) announced the company has executed a Letter of Intent for the acquisition of an interest in the Mecaya 1 oil discovery in Colombia. This acquisition is the result of a two year search to evaluate suitable development

November 14, 2007 10QSB

10QSB

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended September 30, 2007 Commission file number: 1-12850 Avalon Oil & Gas, Inc. - (Exact name of small business issuer in its charter) 7808 Creekridge Circle, Suite 105 MINNEAPOLIS, MINNESOTA 55439 - (Address of princ

November 2, 2007 EX-99.1

EX-99.1

EX-99.1 2 avalon8k11-1991.txt LETTER Exhibit 99.1 AVALON OIL & GAS, INC. - 7808 Creekridge Circle Suite 105 Minneapolis, MN 55439 952.746.9655 fax 952.746.5216 www.avalonoilinc.com October 17, 2007 Mr. Edgar Dyes President Gran Tierra Energy Colombia, Ltd Diagonal 108 No.7-54 Bogota, D.C. Colombia RE: Mecaya Block and Talora Block Dear Eddie: We are writing to you as President of Gran Tierra Energ

November 2, 2007 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES 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 17, 2007 Avalon Oil & Gas, Inc. - (Exact Name of registrant as specified in charter) Nevada 1-12850 84-1168832 - - - (State or other jurisdiction (Commission File Number) (IRS

October 31, 2007 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES 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 30, 2007 Avalon Oil & Gas, Inc. - (Exact Name of registrant as specified in charter) Nevada 1-12850 84-1168832 - - - (State or other jurisdiction (Commission File Number) (IRS

October 23, 2007 8-K

8-K

UNITED STATES 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 22, 2007 Avalon Oil & Gas, Inc. - (Exact Name of registrant as specified in charter) Nevada 1-12850 84-1168832 - - - (State or other jurisdiction (Commission File Number) (IRS

September 28, 2007 EX-99.11

EX-99.11

EX-99.11 12 avalon99-11.txt PRESS RELEASE Exhibit 99.11 Avalon Board of Directors Approves Exclusive License Agreement Thursday August 30, 9:53 am ET MINNEAPOLIS-(BUSINESS WIRE)-Avalon Oil & Gas, Inc. (Avalon) (OTCBB:AOGN - News) announced today that on August 17, 2007 it entered into an Exclusive License Agreement with Oiltek, Inc. (Oiltek), a majority owned subsidiary, and also announced that it

September 28, 2007 EX-99.2

EX-99.2

EX-99.2 3 avalon99-2.txt PRESS RELEASE Exhibit 99.2 Avalon Begins Workover to Enhance Production on the Deltaic Farms #-1 Thursday June 28, 6:00 am ET MINNEAPOLIS-(BUSINESS WIRE)-Avalon Oil & Gas, Inc., (OTCBB:AOGN - News) announced that it has finalized an AFE (Authorization for Expenditure) for the workover of the Deltaic Farms #-1 well, Miller County, Arkansas. The workover is anticipated to re

September 28, 2007 EX-99.14

EX-99.14

EX-99.14 15 avalon99-14.txt PRESS RELEASE Exhibit 99.14 OTC Stock Review Issues Report On Avalon Oil & Gas, Inc. Monday September 17, 9:52 am ET ATLANTA, Sept. 17, 2007 (PRIME NEWSWIRE) - OTC Stock Review announces that it has published an updated report on Avalon Oil & Gas, Inc. (OTC BB:AOGN.OB - News). Avalon Oil & Gas, Inc., headquartered in Minneapolis, MN, engages in the acquisition of oil an

September 28, 2007 EX-99.15

EX-99.15

EX-99.15 16 avalon99-15.txt PRESS RELEASE Exhibit 99.15 Avalon Successfully Completes Workover on the Hughs # 1 Tuesday September 25, 4:11 pm ET MINNEAPOLIS-(BUSINESS WIRE)-Avalon Oil & Gas, Inc., (OTCBB:AOGN - News; FWB:A3MA.F) announced the workover on the Hughs #1, Noble County, Oklahoma, has been successfully completed. The workover to repair the damaged tubing and downhole pump, remove the pa

September 28, 2007 EX-16

EX-16

Exhibit 16 September 27, 2007 Securities and Exchange Commission 100 F. Street Washington, D.C. 20549 Re: Avalon Oil & Gas, Inc. Gentlemen: We have read the statements made by Avalon Oil & Gas, Inc., which we understand will be filed with the Commission pursuant to Item 4.01 of Form 8-K, as part of the Company's Report on Form 8-K dated as of September 27, 2007. We agree with the statement concern

September 28, 2007 EX-99.1

EX-99.1

Exhibit 99.1 Avalon Announces that the Janssen #-1A is Producing Gas and Condensate Tuesday June 26, 6:00 am ET MINNEAPOLIS-(BUSINESS WIRE)-Avalon Oil & Gas, Inc., (OTCBB:AOGN - News) is pleased to announce that Tradestar Resources reports that the Janssen #-1A well in Karnes County, Texas has been put into production. Avalon owns a 15% Working Interest in the well. The well was perforated at appr

September 28, 2007 EX-99.5

EX-99.5

EX-99.5 6 avalon99-5r.txt PRESS RELEASE Exhibit 99.5 Avalon Reports Janssen #1A June 2007 Production Numbers Wednesday July 11, 4:01 pm ET MINNEAPOLIS-(BUSINESS WIRE)-Avalon Oil & Gas, Inc., (OTCBB:AOGN - News) is pleased to announced that the Janssen #1A, Karnes County, Texas produced 8,062 MCF of gas and 163 Barrels of condensate in June 2007. Avalon owns a 15% working interest in the well. The

September 28, 2007 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

8-K 1 avalon8k6-26.txt 8-K UNITED STATES 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): June 26, 2007 Avalon Oil & Gas, Inc. - (Exact Name of registrant as specified in charter) Nevada 1-12850 84-1168832 - - - (State or other jurisdiction (Comm

September 28, 2007 EX-99.10

EX-99.10

EX-99.10 11 avalon99-10.txt PRESS RELEASE Exhibit 99.10 Avalon Announces Purchase Leasehold in Noble County, Oklahoma Monday August 27, 4:01 pm ET MINNEAPOLIS-(BUSINESS WIRE)-Avalon Oil & Gas, Inc., (OTCBB:AOGN - News) announced today that it has purchased a sixteen percent (16%) working interest in the Hughs #1, Noble County, Oklahoma. The tubing in the Hughs #1 is sanded in at 4694 feet in the B

September 28, 2007 EX-99.12

EX-99.12

EX-99.12 13 avalon99-12.txt PRESS RELEASE Exhibit 99.12 Avalon to Present at International Investment Forum in Dusseldorf, Germany Friday September 7, 9:30 am ET DUSSELDORF, Germany-(BUSINESS WIRE)-Avalon Oil & Gas, Inc. (Avalon) (OTCBB:AOGN - News; FWB:A3MA.F) Avalon Oil & Gas, Inc., CEO, Kent Rodriguez, will present to international investors at the IAM Dusseldorf on September 7th - 9th at the F

September 28, 2007 8-K

Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant

UNITED STATES 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): September 24, 2007 Avalon Oil & Gas, Inc. - (Exact Name of registrant as specified in charter) Nevada 1-12850 84-1168832 - - - (State or other jurisdiction (Commission File Number) (I

September 28, 2007 EX-99.13

EX-99.13

EX-99.13 14 avalon99-13.txt PRESS RELEASE Exhibit 99.13 Avalon Announces Purchase Leasehold in Noble County, Oklahoma Tuesday September 11, 9:30 am ET MINNEAPOLIS-(BUSINESS WIRE)-Avalon Oil & Gas, Inc., (OTCBB:AOGN - News; FWB:A3MA.F) announced today announced today that it has begun the workover on the Hughs #1, Noble County, Oklahoma. The tubing in the Hughs #1 is sanded in at 4694 feet in the B

September 28, 2007 EX-99.7

EX-99.7

Exhibit 99.7 Avalon Receives Paraffin Wax Patent for Enhanced Oil Recovery Monday August 13, 4:01 pm ET MINNEAPOLIS-(BUSINESS WIRE)-Avalon Oil & Gas, Inc., (OTCBB:AOGN - News) announced to shareholders today that it received notice that the patent application for its paraffin wax mitigation technology, being marketed as Ultrasonic Mitigation Solutions(TM), has been granted by the U.S. Patent and T

September 28, 2007 EX-99.4

EX-99.4

EX-99.4 5 avalon99-4.txt PRESS RELEASE Exhibit 99.4 Avalon Oil & Gas Announces Update On Grant Parish, Louisiana Leasehold Monday July 9, 4:01 pm ET MINNEAPOLIS-(BUSINESS WIRE)-Avalon Oil & Gas, Inc., (OTCBB:AOGN - News) and its partners have completed the workover on three wellbores on the Doris Hall Leasehold, Grant Parish, Louisiana. The Doris Hall and Fletcher leases produce from the 2nd Wilco

September 28, 2007 EX-99.3

EX-99.3

EX-99.3 4 avalon99-3.txt PRESS RELEASE Exhibit 99.3 Avalon Oil & Gas Commences Testing Operations in Grant Parish, Louisiana Monday July 2, 4:01 pm ET MINNEAPOLIS-(BUSINESS WIRE)-Avalon Oil & Gas, Inc., (OTCBB:AOGN - News) and its partners have commenced field operations on the Doris Hall and Fletcher Leasehold, Grant Parish, Louisiana. The two leases produce from the 2nd Wilcox sand from 4300 to

September 28, 2007 EX-99.9

EX-99.9

EX-99.9 10 avalon99-9.txt PRESS RELEASE Exhibit 99.9 Avalon Board of Directors Approves Exclusive Licensing Agreement Monday August 20, 4:01 am ET MINNEAPOLIS-(BUSINESS WIRE)-Avalon Oil & Gas, Inc. (Avalon) (OTCBB:AOGN - News) today that it has executed an exclusive license agreement with Oiltek, Inc. (Oiltek), a Delaware Corporation formed in November 2006. The terms and conditions of the Exclusi

September 28, 2007 EX-99.8

EX-99.8

EX-99.8 9 avalon99-8.txt PRESS RELEASE Exhibit 99.8 Avalon CEO Proposes Spin-off of Energy Technology Company Thursday August 16, 4:01 pm ET MINNEAPOLIS-(BUSINESS WIRE)-Avalon Oil & Gas, Inc. (Avalon) (OTCBB:AOGN - News) President and CEO, Kent Rodriguez, today presented a proposal to the Board of Directors to create a wholly owned subsidiary with focus in oil and gas recovery technology. The prop

September 28, 2007 EX-99.6

EX-99.6

EX-99.6 7 avalon99-6r.txt PRESS RELEASE Exhibit 99.6 Avalon Oil & Gas Appoints Expert Advisor in Strategic Technology Investment Monday July 23, 4:01 pm ET MINNEAPOLIS-(BUSINESS WIRE)-Avalon Oil & Gas, Inc., (OTCBB:AOGN - News; "Avalon") announced the appointment of Dr. D. Bruce Merrifield as an expert advisor. Dr. Merrifield is currently President and CEO of Pridco Management, distinguished visit

August 14, 2007 10QSB

10QSB

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended June 30, 2007 Commission file number: 1-12850 Avalon Oil & Gas, Inc. - (Exact name of small business issuer in its charter) 7808 Creekridge Circle, Suite 105 MINNEAPOLIS, MINNESOTA 55439 - (Address of principal

July 16, 2007 10KSB

FORM 10-KSB (3-31-2007)

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-KSB ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended March 31, 2007 Commission file number: 1-12850 Avalon Oil & Gas, Inc. - (Exact name of small business issuer in its charter) 7808 Creekridge Circle, Suite 105 MINNEAPOLIS, MINNESOTA 55439 - (Address of principal ex

June 29, 2007 NT 10-K

NT 10-K

SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 Commission File Number: 33-19048-NY NOTIFICATION OF LATE FILING (Check One): || Form 10-K || Form 11-K || Form 20-F || Form 10-Q || Form N-SAR |x| Form 10-KSB || Form 10-QSB For Period Ended: April 30, 2007 - [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Report on Form 11-K [ ] Transition Report on Form 10-Q [ ] Transition Report on Form N-SAR For the Transition Period Ended: - Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

June 28, 2007 EX-99.1

EX-99.1

Exhibit 99.1 Avalon Announces Purchase of Karnes County Prospect With Potential Reserves of 3-4 BCF Gas and 75,000 to 100,000 Barrels of Condensate Thursday May 31, 9:15 am ET MINNEAPOLIS-(BUSINESS WIRE)-Avalon Oil & Gas, Inc., (OTCBB:AOGN - News) announced today that it has purchased a stake in the Janssen Prospect, Karnes County, Texas. Plans are underway to revitalize the property in conjunctio

June 28, 2007 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES 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): May 31, 2007 Avalon Oil & Gas, Inc. - (Exact Name of registrant as specified in charter) Nevada 1-12850 84-1168832 - - - (State or other jurisdiction (Commission File Number) (IRS Emp

June 28, 2007 EX-99.2

EX-99.2

Exhibit 99.2 Avalon Begins Workover to Enhance Production on the Gunn # 1 Tuesday June 5, 9:15 am ET MINNEAPOLIS-(BUSINESS WIRE)-Avalon Oil & Gas, Inc., (OTCBB:AOGN - News) announced that it has finalized an AFE (Authorization for Expenditure) for the workover of the Gunn #1 well, Miller County, Arkansas. The workover will include the perforation of the Tokio producing zone, installation of a pump

June 28, 2007 EX-99.4

EX-99.4

EX-99.4 5 avalon8k5-31994.txt PRESS RELEASE Exhibit 99.4 Avalon Oil & Gas, Inc., Successful Workover on the Gunn # - 1 Thursday June 21, 6:00 am ET MINNEAPOLIS-(BUSINESS WIRE)-Avalon Oil & Gas, Inc., (OTCBB:AOGN - News) announces that KROG Partners LLC, has completed the work-over of the Gunn # - 1 Miller County Arkansas. The Tokio zone was re-perforated and the pumping unit was repaired. Producti

June 28, 2007 EX-99.3

EX-99.3

EX-99.3 4 avalon8k5-31993.txt PRESS RELEASE Exhibit 99.3 Avalon Announces Sidetrack Drilling At Janssen # - 1 Gas Well Tuesday June 19, 6:00 am ET MINNEAPOLIS-(BUSINESS WIRE)-Avalon Oil & Gas, Inc., (OTCBB:AOGN - News) announced today that operations have begun to recomplete the Janssen # - 1 Gas Well, Karnes County, Texas. The Janssen prospect will be recompleted in the existing vertical wellbore

June 21, 2007 LETTER

LETTER

May 21, 2007 DEF 14C

SCHEDULE 14C INFORMATION INFORMATION STATEMENT PURSUANT TO SECTION 14(C) OF THE SECURITIES EXCHANGE ACT OF 1934

SCHEDULE 14C INFORMATION INFORMATION STATEMENT PURSUANT TO SECTION 14(C) OF THE SECURITIES EXCHANGE ACT OF 1934 Check the appropriate box: [ ]Preliminary Information Statement [ ] Confidential, for use of the Commission Only (as permitted by Rule 14c-d(d)(2)) [ X ]Definitive Information Statement Avalon Oil & Gas, Inc.

May 4, 2007 PRE 14C

SCHEDULE 14C INFORMATION INFORMATION STATEMENT PURSUANT TO SECTION 14(C) OF THE SECURITIES EXCHANGE ACT OF 1934

SCHEDULE 14C INFORMATION INFORMATION STATEMENT PURSUANT TO SECTION 14(C) OF THE SECURITIES EXCHANGE ACT OF 1934 Check the appropriate box: [ X ]Preliminary Information Statement [ ] Confidential, for use of the Commission Only (as permitted by Rule 14c-d(d)(2)) [ ]Definitive Information Statement Avalon Oil & Gas, Inc.

May 4, 2007 8-K

Completion of Acquisition or Disposition of Assets

UNITED STATES 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): March 28, 2007 Avalon Oil & Gas, Inc. (Exact name of registrant as specified in charter) Nevada 1-12850 84-1168832 (State or other jurisdiction (Commission File Number) (IRS Employer

May 4, 2007 EX-2.1

ACQUISITION OF LEAK LOCATION TECHNOLOGIES, INC. by AVALON OIL AND GAS, INC. AGREEMENT AND PLAN OF ACQUISITION

EX-2.1 2 avalonscan1.htm AGREEMENT AND PLAN OF ACQUISITION Exhibit 2.1 ACQUISITION OF LEAK LOCATION TECHNOLOGIES, INC. by AVALON OIL AND GAS, INC. AGREEMENT AND PLAN OF ACQUISITION This Agreement and Plan of Acquisition (Agreement) is entered into by and between Leak Location Technologies, Inc., a Florida corporation, (LLTI), UTEK CORPORATION, a Delaware corporation, (UTEK), and Avalon Oil and Gas

May 4, 2007 EX-99.1

UTEK Completes Technology Transfer with Avalon Oil and Gas, Inc. Friday March 30, 2:00 am ET

Exhibit 99.1 UTEK Completes Technology Transfer with Avalon Oil and Gas, Inc. Friday March 30, 2:00 am ET Transfer Includes a License for an Apparatus for Leak Detection Technology TAMPA, FLA. & MINNEAPOLIS-(BUSINESS WIRE)-UTEK Corporation, a specialty finance company focused on technology transfer, and Avalon Oil and Gas, Inc., an oil and gas company engaged in the acquisition of oil and gas prod

May 1, 2007 CORRESP

May 1, 2007

May 1, 2007 Ms. Jill S. Davis United States Securities and Exchange Commission Division of Corporation Finance MailStop 7010 100 F Street NE Washington, D.C. 200549-7410 Re: Avalon Oil and Gas, Inc. Form 10-KSB for Fiscal Year Ended March 31, 2006 Filed July 14, 2066 Form 10-QSB for Fiscal Year Ended December 31, 2006 Filed February 14, 2007 Response Letter Dated March 20, 2007 SEC Comment Letter

May 1, 2007 CORRESP

March 20, 2007

March 20, 2007 Ms. Jill S. Davis Branch Chief Division of Corporation Finance United States Securities and Exchange Commission 100 F Street NE Washington, D.C. 200549-7410 RE: Avalon Oil & Gas, Inc. Form 10-KSB for Fiscal Year Ended March 31, 2006 Filed July 14, 2006 Form 10-QSB for the Fiscal Quarter Ended December 31, 2006 Filed February 14, 2007 File No. 1-12850 Your Letter dated March 6, 2007

April 17, 2007 LETTER

LETTER

UNITED STATES SECURITIES AND EXCHANGE COMMISSION 100 F Street, NE WASHINGTON, D.C. 20549-7010 DIVISION OF CORPORATION FINANCE MAIL STOP 7010 April 17, 2007 Mr. Kent Rodriguez Chief Executive Officer Avalon Oil and Gas, Inc. 7808 Creekridge Circle, Suite 105 Minneapolis, Minnesota 55439 Re: Avalon Oil and Gas, Inc. Form 10-KSB for Fiscal Year Ended March 31, 2006 Filed July 14, 2006 Form 10-QSB for

April 2, 2007 SC 13D

SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. ) AVALON OIL & GAS, INC. (Name of Issuer) COMMON STOCK (Title of Class of Securities) (CUSIP Number) Carole Wright UTEK Corp

CUSIP No. 053467106 SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. ) AVALON OIL & GAS, INC. (Name of Issuer) COMMON STOCK (Title of Class of Securities) 053467106 (CUSIP Number) Carole Wright UTEK Corporation 2109 E. Palm Avenue Tampa, FL 33605 813-754-4330 (Name, Address and Telephone Number of Person Authorized to Rec

April 2, 2007 EX-7.4

ACQUISITION OF LEAK LOCATION TECHNOLOGIES, INC. AVALON OIL AND GAS, INC. AGREEMENT AND PLAN OF ACQUISITION

Agreement and Plan of Acquisition EXHIBIT 7.4 ACQUISITION OF LEAK LOCATION TECHNOLOGIES, INC. by AVALON OIL AND GAS, INC. AGREEMENT AND PLAN OF ACQUISITION This Agreement and Plan of Acquisition (Agreement) is entered into by and between Leak Location Technologies, Inc., a Florida corporation, (LLTI), UTEK CORPORATION, a Delaware corporation, (UTEK), and Avalon Oil and Gas, Inc., a Nevada corporat

April 2, 2007 EX-7.1

STRATEGIC ALLIANCE AGREEMENT

Strategic Alliance Agreement Exhibit 7.1 STRATEGIC ALLIANCE AGREEMENT This Strategic Alliance Agreement is made and entered into this 4th day of May 2006, by and between UTEK Corporation (“UTEK”), a Florida Corporation, 202 South Wheeler Street, Plant City, Florida 33563, and Avalon Oil and Gas, Inc. (“AOGS”), a Nevada Corporation, 7000 Flour Exchange Building, 310 Fourth avenue South, Minneapolis

April 2, 2007 EX-7.2

ACQUISITION OF ULTRASONIC MITIGATION TECHNOLOGIES, INC. AVALON OIL AND GAS, INC. AGREEMENT AND PLAN OF ACQUISITION

Agreement and Plan of Acquisition EXHIBIT 7.2 ACQUISITION OF ULTRASONIC MITIGATION TECHNOLOGIES, INC. by AVALON OIL AND GAS, INC. AGREEMENT AND PLAN OF ACQUISITION This Agreement and Plan of Acquisition (Agreement) is entered into by and between Ultrasonic Mitigation Technologies, Inc., a Florida corporation, (UMTI), UTEK CORPORATION, a Delaware corporation, (UTEK), and Avalon Oil and Gas, Inc., a

April 2, 2007 EX-7.3

ACQUISITION OF INTELLI-WELL TECHNOLOGIES, INC. AVALON OIL AND GAS, INC. AGREEMENT AND PLAN OF ACQUISITION

Agreement and Plan of Acquisition EXHIBIT 7.3 ACQUISITION OF INTELLI-WELL TECHNOLOGIES, INC. by AVALON OIL AND GAS, INC. AGREEMENT AND PLAN OF ACQUISITION This Agreement and Plan of Acquisition (Agreement) is entered into by and between Intelli-Well Technologies, Inc., a Florida corporation, (IWTI), UTEK CORPORATION, a Delaware corporation, (UTEK), and Avalon Oil and Gas, Inc., a Nevada corporatio

March 7, 2007 LETTER

LETTER

UNITED STATES SECURITIES AND EXCHANGE COMMISSION 100 F Street, NE WASHINGTON, D.C. 20549-7010 DIVISION OF CORPORATION FINANCE MAIL STOP 7010 March 6, 2007 Mr. Kent Rodriguez Chief Executive Officer Avalon Oil and Gas, Inc. 7808 Creekridge Circle, Suite 105 Minneapolis, Minnesota 55439 Re: Avalon Oil and Gas, Inc. Form 10-KSB for Fiscal Year Ended March 31, 2006 Filed July 14, 2006 Form 10-QSB for

February 14, 2007 SC 13G/A

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1) AVALON OIL & GAS, INC. (Name of Issuer) COMMON STOCK (Title of Class of Securities) 053467106 (CUSIP Number) December 3

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1) AVALON OIL & GAS, INC. (Name of Issuer) COMMON STOCK (Title of Class of Securities) 053467106 (CUSIP Number) December 31, 2006 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is fil

February 14, 2007 10QSB

10QSB

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended December 31, 2006 Commission file number: 1-12850 Avalon Oil & Gas, Inc. - (Exact name of small business issuer in its charter) 7808 Creekridge Circle, Suite 105 MINNEAPOLIS, MINNESOTA 55439 - (Address of princi

February 13, 2007 EX-99.1

EX-99.1

Exhibit 99.1 Press Release Source: Avalon Oil & Gas, Inc. Avalon Oil & Gas Commences Testing Operations in Grant Parish, Louisiana Tuesday February 6, 9:30 am ET MINNEAPOLIS-(BUSINESS WIRE)-Avalon Oil & Gas, Inc., (OTCBB:AOGS - News) and its partners have commenced field operations designed to provide a measure of the productive capabilities of this property prior to acquisition. The first phase o

February 13, 2007 8-K

8-K

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): February 6, 2007 Avalon Oil & Gas, Inc. - - (Exact name of registrant as specified in its charter) Nevada 1-12850 84-1168832 - - (State or other jurisdiction (Commission (IRS Employer of incorporat

February 13, 2007 EX-99.2

EX-99.2

Exhibit 99.2 Press Release Source: Avalon Oil & Gas, Inc. Avalon Oil & Gas Commences Testing Operations in Grant Parish, Louisiana Thursday February 8, 9:30 am ET MINNEAPOLIS-(BUSINESS WIRE)-Avalon Oil & Gas, Inc., (OTCBB:AOGS - News) and its partners have commenced field operations designed to provide a measure of the productive capabilities of this property prior to acquisition. Initial activiti

February 2, 2007 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

8-K 1 avalon8k1302007.htm FORM 8-K (1-30-2007) UNITED STATES 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): January 30, 2007 Avalon Oil & Gas, Inc. (Exact Name of registrant as specified in charter) Nevada 1-12850 84-1168832 (State or other jur

February 2, 2007 EX-99.1

Exhibit 99.1

Exhibit 99.1 Press Release Source: Avalon Oil & Gas, Inc. Avalon Oil & Gas Signs Letter of Intent to Acquire Working Interest in Grant Parish, Louisiana Tuesday January 30, 10:00 am ET MINNEAPOLIS — (BUSINESS WIRE) — Avalon Oil & Gas, Inc., (OTCBB:AOGS — News) announced today, through its relationship with KROG Partners, LLC (“KROG”) , a Kilgore, Texas based operator, that Avalon, KROG, Avalon’s a

January 19, 2007 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES 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): January 17, 2007 Avalon Oil & Gas, Inc. (Exact Name of registrant as specified in charter) Nevada 1-12850 84-1168832 (State or other jurisdiction (Commission File Number) (IRS Employe

January 19, 2007 EX-99.1

Avalon Oil & Gas Explores Latin American Expansion with the Appointment of Global Project Development Experts

Exhibit 99.1 Press Release Source: Avalon Oil & Gas, Inc. Avalon Oil & Gas Explores Latin American Expansion with the Appointment of Global Project Development Experts MINNEAPOLIS — (BUSINESS WIRE) — Avalon Oil & Gas, Inc., (OTCBB:AOGS — News; “Avalon”) announced the addition of two expert advisors to drive the company’s expansion program in Latin America. Joining the company’s advisory board are

January 16, 2007 EX-99.1

EX-99.1

Exhibit 99.1 Press Release Source: Avalon Oil & Gas, Inc. Avalon Oil & Gas Acquires Working Interest In Upshur County, Texas Monday January 8, 3:50 pm ET MINNEAPOLIS-(BUSINESS WIRE)-Avalon Oil & Gas, Inc., (OTCBB:AOGS - News) announced today, through its relationship with KROG Partners, LLC ("KROG") , a Henderson, Texas based operator, that Avalon, KROG, and Avalon's advisor, William Anderson DBA

January 16, 2007 8-K

8-K

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): January 8, 2007 Avalon Oil & Gas, Inc. - - (Exact name of registrant as specified in its charter) Nevada 1-12850 84-1168832 - - (State or other jurisdiction (Commission (IRS Employer of incorporati

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