GROOVE BOTANICALS INC. - FORM 10-Q

Attached files

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EX-32.1 - CERTIFICATION - GROOVE BOTANICALS INC.	f10q063013ex32i_avalonoilgas.htm
EX-31.1 - CERTIFICATION - GROOVE BOTANICALS INC.	f10q063013ex31i_avalonoilgas.htm

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 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 Business Issuer as specified in its charter)

Nevada		84-1168832
(State or other jurisdiction of incorporation or organization)		(I.R.S. employer identification no.)

310 Fourth Avenue South, Suite 7000

Minneapolis, MN 55415

(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code:

(952) 746-9652

Indicate by check mark whether the Issuer:

(1) Has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports): Yes þ No o

(2) Has been subject to such filing requirements for the past 90 days. Yes þ No o

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

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

Large Accelerated Filer	o	Accelerated Filer	o

Non-Accelerated Filer	o	Smaller Reporting Company	þ

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

10,208,062 shares of our common stock were issued and outstanding as of August 30, 2013.

Table of Contents

		Page
PART I FINANCIAL INFORMATION

Item 1.	Financial Statements	3
	Consolidated Balance Sheets as of June 30, 2013 (Unaudited) and March 31, 2013	3
	Consolidated Statements of Operations for the Three Months Ended June 30, 2013 and 2012 (Unaudited)	5
	Consolidated Statements of Cash Flows for the Three Months Ended June 30, 2013 and 2012 (Unaudited)	6
	Notes to Consolidated Financial Statements	8

Item 2.	Management's Discussion and Analysis of Financial Condition or Plan of Operation	20
Item 3.	Qualitative and Quantitative Disclosures About Market Risk	25
Item 4.	Controls and Procedures	25

PART II OTHER INFORMATION

Item 1.	Legal Proceedings	26
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	26
Item 3.	Defaults upon Senior Securities	26
Item 4.	Submission of Matters to a Vote of Security Holders	26
Item 5.	Other Information	26
Item 6.	Exhibits and Reports on Form 8-K	27

Signatures		28

Avalon Oil & Gas, Inc.

Consolidated Balance Sheets

	June 30, 2013		March 31, 2013
	(Unaudited)
Assets

Current Assets:
Cash and cash equivalents	$	321,160	$	129,931
Accounts receivable, net of allowance for doubtful accounts of $0 and $0		42,948		52,667
Notes receivable		9,286		12,148
Deposits and prepaid expenses		200,700		160,000
Receivables from joint interests, net of allowance for doubtful accounts of $139,610 and $140,227		20,000		20,000

Total current assets		594,094		374,746

Notes receivable		12,143		12,857
Property and equipment, net		-		-
Unproven oil & gas properties		1,867,183		1,867,183
Producing oil & gas properties, net		168,328		172,833
Intellectual property rights, net		127,756		138,402

Total Assets	$	2,769,504	$	2,566,021

The accompanying notes are an integral part of these financial statements.

Avalon Oil & Gas, Inc.

Consolidated Balance Sheets (Continued)

	June 30, 2013			March 31, 2013
	(Unaudited)
Liabilities and Stockholders' Equity

Current Liabilities:
Accounts payable and accrued liabilities		593,008			630,674
Accrued payroll - related parties		205,217			202,217
Dividends payable		42,530			40,750
Accrued liabilities to joint interest		11,338			11,881
Notes payable - related party		21,000			21,000
Notes payable, net of discount		839,650			250,000

Total current liabilities		1,712,743			1,156,522

Notes payable, net of discount		275,000			864,750
Accrued asset retirement obligation (ARO) liability		105,228			102,661

Total Liabilities		2,092,971			2,123,933

Commitments and contingencies

Stockholders' Equity

Preferred stock, Series A, $.10 par value, 1,000,000 shares authorized; 100 shares issued and outstanding stated at redemption value, as of June 30, 2013 and March 31, 2013, respectively		500,000			500,000
Preferred stock, Series B, $.10 par value, 2,000 shares authorized; 200 and 150 shares issued and outstanding stated at redemption value as of June 30, 2013 and March 31, 2013, respectively		200,000			150,000
Common stock, $.001 par value: 200,000,000 shares authorized 10,208,062 and 6,208,062 shares issued and outstanding at June 30, 2013 and March 31, 2013, respectively		10,209			6,209
Additional paid in capital		30,122,709			29,758,709
Accumulated deficit		(30,156,385	)		(29,972,830	)

Total Stockholders Equity		676,533			442,088

Total Liabilities and Stockholders' Equity	$	2,769,504		$	2,566,021

The accompanying notes are an integral part of these financial statements.

Avalon Oil & Gas, Inc.

Consolidated Statements of Operations

	For the three			For the three
	Months ended			Months ended
	June 30, 2013			June 30, 2012
	(Unaudited)			(Unaudited)

Oil & Gas Sales	$	19,068		$	23,288

Operating expenses:
Lease operating expense, severance taxes and ARO accretion		19,727			7,349
Selling, general and administrative expenses		61,703			64,881
Stock based compensation		60,000			87,500
Depreciation, depletion, and amortization		14,426			17,132

Total operating expenses		155,856			176,862

Operating loss		(136,788	)		(153,574	)

Other income (expense):

Gain (Loss) on conversion of notes payable		(7,900	)		-
Interest expense, net		(25,049	)		(48,792	)

Total other income (expense)		(32,949	)		(48,792	)

Loss before income tax		(169,737	)		(202,366	)

Provision for income taxes		-			-

Net Loss	$	(169,737	)	$	(202,366	)

Preferred stock dividends	$	(13,780	)	$	(10,000	)

Net loss attributable to common shareholders	$	(183,517	)	$	(212,366	)

Net loss per share - basic and diluted		(0.027	)		(0.065	)

Weighted average shares outstanding - basic and diluted		6,813,557			3,133,694

The accompanying notes are an integral part of these financial statements.

Avalon Oil & Gas, Inc.

Consolidated Statement of Cash Flows

	(Unaudited)			(Unaudited)
	For the three			For the three
	Months ended			Months ended
	June 30, 2013			June 30, 2012

Cash flows from operating activities:
Net (loss)	$	(169,737	)	$	(202,366	)
Adjustments to reconcile net loss to net cash used in operating activities:
Common stock issued for services		60,000			87,500
Loss on conversion on notes payable		7,900			-
Acreted interest		-			2,500
Stock issued for reduction of interest on notes payable		-			2,409
Depreciation		-			349
Depletion		3,781			6,137
Depreciation and ARO liability		724			724
Amortization of discount on notes payable		-			16,912
Amortization of intangible assets		10,646			10,646
Net change in operating assets and liabilities:
Accounts receivable		9,681			17,862
Accounts payable and other accrued expenses		(35,209	)		9,997
Dividends payable to related party		-			1,000
Due to related party		-			5,000
Asset retirement obligation		2,567			2,334

Net cash (used) in operating activities		(109,647	)		(38,996	)

Cash flows from investing activities:
Deposit on the purchase of additional assets		(40,700	)		-
Principle payments received on notes receivable		3,576			2,143

Net cash provided in investing activities		(37,124	)		2,143

Cash flows from financing activities:
Proceeds from notes payable		-			35,000
Dividends paid		(12,000	)		-
Common stock issued for cash		300,000			-
Preferred stock B issued for cash		50,000			-

Net cash provided in financing activities		338,000			35,000

The accompanying notes are an integral part of these financial statements.

Avalon Oil & Gas, Inc.

Consolidated Statement of Cash Flows (Continued)

	(Unaudited)		(Unaudited)
	For the three		For the three
	Months ended		Months ended
	June 30, 2013		June 30, 2012

Net (decrease) in cash and cash equivalents		191,229		(1,853	)

Cash and cash equivalents at beginning of period		129,931		114,533

Cash and cash equivalents at end of period	$	321,160	$	112,680

Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest	$	-	$	-
Taxes	$	-	$	-
Common stock issued in exchange for consulting services	$	60,000	$	87,500
Common stock issued for conversion of note payable, accrued interest, and assumption of debt	$	10,000	$	42,909
Gain (Loss) on estinguishment of debt	$	-	$	-

The accompanying notes are an integral part of these financial statements.

AVALON OIL & GAS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For The Three Month Periods Ended June 30, 2013 and 2012

(Unaudited)

NOTE 1: DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Operations

Avalon Oil & Gas, Inc. (the "Company") was originally incorporated in Colorado in April 1991 under the name Snow Runner (USA), Inc. The Company was the general partner of Snow Runner (USA) Ltd.; a Colorado limited partnership to sell proprietary snow skates under the name "Sled Dogs" which was dissolved in August 1992. In late 1993, the Company relocated its operations to Minnesota and in January 1994 changed our name to Snow Runner, Inc. In November 1994 we changed our name to the Sled Dogs Company. On November 5, 1997, we filed for protection under Chapter 11 of the U.S. Bankruptcy Code. In September 1998, we emerged from protection of Chapter 11 of the U.S. Bankruptcy Code. In May, 1999, we changed our state of domicile to Nevada and our name to XDOGS.COM, Inc. On July 22, 2005, the Board of Directors and a majority of the Company's shareholders approved an amendment to our Articles of Incorporation to change the Company's name to Avalon Oil & Gas, Inc., and to increase the authorized number of shares of our common stock from 200,000,000 shares to 1,000,000,000 shares par value of $0.001, and engage in the acquisition of producing oil and gas properties. On November 16, 2011, a majority of the Company's shareholders approved an amendment to our Articles of Incorporation to increase the authorized number of shares of our common stock from 1,000,000,000 shares to 3,000,000,000 shares par value of $0.001.

On June 4, 2012 the Board of Directors approved an amendment to our Articles of Incorporation to a reverse split of the issued and outstanding shares of Common Stock of the Corporation (“Shares”) such that each holder of Shares as of the record date of June 4, 2012 shall receive one (1) post-split Share on the effective date of June 4, 2012 for each three hundred (300) Shares owned. The reverse split was effective on July 23, 2012. On September 28, 2012, we held a special meeting of Avalon’s shareholders and approved an amendment to the Company’s Articles of Incorporation such that the Company would be authorized to issue up to 200,000,000 shares of common stock. We filed an amendment with the Nevada Secretary of State on April 10, 2013, to increase our authorized shares to 200,000,000.

The Company is currently in the process of raising funds to acquire oil and gas properties and related oilfield technologies, which the Company plans to develop into commercial applications.

On July 17, 2006, the Company purchased all the outstanding shares of Ultrasonic Mitigation Technologies, Inc. (UMTI) from Innovaro Corporation for 16,250,000 shares of the Company's Common Stock valued at $695,500. The shares were valued at the average sales price received in private placements for sales of restricted common stock for cash. UMTI became a wholly owned subsidiary of the Company as of the date of acquisition. UMTI once held the technology license of a patented process for paraffin wax mitigation from crude oil using ultrasonic waves developed by the University of Wyoming.

On November 9, 2006, the Company purchased all the outstanding shares of Intelli-Well Technologies, Inc. (IWTI) from Innovaro Corporation for 20,000,000 shares of the Company's common stock valued at $594,000. The shares were valued at the average sales price received in private placements for sales of restricted common stock for cash. ITWI became a wholly owned subsidiary of the Company as of the date of acquisition. IWTI holds a non-exclusive license in the United States for a borehole casing technology developed by the Regents of the University of California (the "Regents") through its researchers at Lawrence Livermore National Laboratory.

On March 28, 2007, the Company purchased all the outstanding shares of Leak Location Technologies, Inc. (LLTI) from Innovaro Corporation for 36,710,526 shares of the Company's common stock valued at $1,090,303. The shares were valued at the average sales price received in private placements for sales of restricted common stock for cash. LLTI became a wholly owned subsidiary of the Company as of the date of acquisition. LLTI held a non-exclusive license in the United States for a leak detection and location technology developed by the Rensselaer Polytechnic Institute ("Rensselaer") through its researcher Michael Savic.

On September 22, 2007 the Company entered into an agreement with respect to its purchase of a 75.6% interest in Oiltek, Inc. (Oiltek) for $50,000 and the right of Oiltek to market Avalon's intellectual property. Oiltek is consolidated in these financial statements with a minority interest shown.

AVALON OIL & GAS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For The Three Month Periods Ended June 30, 2013 and 2012

(Unaudited)

Principles of consolidation

The consolidated financial statements include the accounts of the Company and The Company’s subsidiary Oiltek, Inc. All significant inter-company items have been eliminated in consolidation.

Going Concern

The June 30, 2013, financial statements have been prepared assuming the Company will continue as a going concern. However, the Company has incurred a loss of $30,156,385 from inception through June 30, 2013, and has a working capital deficiency of $1,118,649 and stockholders’ equity of $676,533 as of June 30, 2013. The Company currently has minimal revenue generating operations and expects to incur substantial operating expenses in order to expand its business. As a result, the Company expects to incur operating losses for the foreseeable future. The Company will continue so seek equity and debt financing to meet our operating losses. The accompanying consolidated financial statements do not include any adjustments that might become necessary should the Company be unable to continue as a going concern.

Use of Estimates

The preparation of financial statements in conformity with US GAAP requires us to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates and assumptions.

Basis of Accounting

The Company's financial statements are prepared using the accrual method of accounting. Revenues are recognized when earned and expenses when incurred.

AVALON OIL & GAS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For The Three Month Periods Ended June 30, 2013 and 2012

(Unaudited)

Cash and Cash Equivalents

Cash and cash equivalents consist primarily of cash on deposit, certificates of deposit, money market accounts, and investment grade commercial paper that are readily convertible into cash and purchased with original maturities of three months or less. The Company maintains its cash balances at several financial institutions. Accounts at the institutions are insured by the Federal Deposit Insurance Corporation up to $250,000.

Fair Value of Financial Instruments

The Company's financial instruments are cash and cash equivalents, accounts receivable, accounts payable, notes payable, notes receivable and long-term debt. The recorded values of cash and cash equivalents, accounts receivable, and accounts payable approximate their fair values based on their short-term nature. The recorded values of notes payable, notes receivable and long-term debt approximate their fair values, as interest approximates market rates.

Accounts Receivable

Management periodically assesses the collectability of the Company's accounts receivable. Accounts determined to be uncollectible are charged to operations when that determination is made. The Company had an allowance of $ 139,610 and $ 140,277 for accounts receivable from the joint working interests, respectively as of June 30, 2013 and ended March 31, 2013.

Oil and Natural Gas Properties

The Company follows the full cost method of accounting for natural gas and oil properties. Under the full cost concept, all costs incurred in acquiring, exploring, and developing properties cost center are capitalized when incurred and are amortized as mineral reserves in the cost center are produced, subject to a limitation that the capitalized costs not exceed the value of those reserves. The unamortized costs relating to a property that is surrendered, abandoned, or otherwise disposed of are accounted for as an adjustment of accumulated amortization, rather than as a gain or loss that enters into the determination of net income, until all of the properties constituting the amortization base are disposed of, at which point gain or loss is recognized. all acquisition, exploration, and development costs are capitalized. The Company capitalizes all internal costs, including: salaries and related fringe benefits of employees directly engaged in the acquisition, exploration and development of natural gas and oil properties, as well as other identifiable general and administrative costs associated with such activities. During the three month periods ended June 30, 2013 and 2012, no acquisition costs were capitalized. Oil and natural gas properties are reviewed for recoverability at least annually or when events or changes in circumstances indicate that its carrying value may exceed future undiscounted cash inflows. As of June 30, 2013 and 2012, the Company had not identified any such impairment.

AVALON OIL & GAS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For The Three Month Periods Ended June 30, 2013 and 2012

(Unaudited)

Other Property and Equipment

Other property and equipment is reviewed for recoverability when events or changes in circumstances indicate that its carrying value may exceed future undiscounted cash inflows. As of June 30, 2013 and 2012, the Company had not identified any such impairment. Repairs and maintenance are charged to operations when incurred and improvements and renewals are capitalized.

Other property and equipment are stated at cost. Depreciation is calculated using the straight-line method for financial reporting purposes and accelerated methods for tax purposes.

Their estimated useful lives are as follows:

Office Equipment: 5-7 Years

Asset Retirement Obligations

In accordance with the provisions of Financial Accounting Standards Board “FASB” Accounting Standard Codification “ASC” 410-20-15, “Accounting for Asset Retirement Obligations”, the Company records the fair value of its liability for asset retirement obligations in the period in which it is incurred and a corresponding increase in the carrying amount of the related long live assets. Over time, the liability is accreted to its present value at the end of each reporting period, and the capitalized cost is depreciated over the useful life of the related assets. Upon settlement of the liability, the Company will either settle the obligation for its recorded amount or incur a gain or loss upon settlement. The Company's asset retirement obligations relate to the plugging and abandonment of its oil properties.

Intangible Assets

The cost of licensed technologies acquired is capitalized and will be amortized over the shorter of the term of the licensing agreement or the remaining life of the underlying patents.

The Company evaluates recoverability of identifiable intangible assets whenever events or changes in circumstances indicate that intangible assets carrying amount may not be recoverable. Such circumstances include, but are not limited to: (1) a significant decrease in the market value of an asset, (2) a significant adverse change in the extent or manner in which an asset is used, or (3) an accumulation of cost significantly in excess of the amount originally expected for the acquisition of an asset. The Company measures the carrying amount of the assets against the estimated undiscounted future cash flows associated with it.

There was not any impairment loss for the three months ended June 30, 2013 and June 30, 2012.

Should the sum of the expected cash flows be less than the carrying amount of assets being evaluated, an impairment loss would be recognized. The impairment loss would be calculated as the amount by which the carrying amount of the assets, exceed fair value. Estimated amortization of intangible assets over the next five years is as follows:

June 30,

2014	$	31,939
2015		42,585
2016		42,585
2017		10,647
	$	127,756

AVALON OIL & GAS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For The Three Month Periods Ended June 30, 2013 and 2012

(Unaudited)

Stock Based Compensation

The Company records share-based compensation expense for awards granted to non-employees in exchange for services at fair value in accordance with the provisions of ASC 505-50, "Equity based" payment to non-employees. For the awards granted to non-employees, the Company will record compensation expenses equal to the fair value of the share options at the measurement date, which is determined to be the earlier of the performance commitment date or the service completion date.

Loss per Common Share

ASC 260-10-45, “Earnings Per Share”, requires presentation of "basic" and "diluted" earnings per share on the face of the statements of operations for all entities with complex capital structures. Basic earnings per share are computed by dividing net income by the weighted average number of common shares outstanding for the period. Diluted earnings per share reflect the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted during the period. Dilutive securities having an anti-dilutive effect on diluted earnings per share are excluded from the calculation. When the company is in loss position, no dilutive effect is considered.

Income Taxes

Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets, including tax loss and credit carry forwards, and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Deferred income tax expense represents the change during the period in the deferred tax assets and deferred tax liabilities. The components of the deferred tax assets and liabilities are individually classified as current and non-current based on their characteristics. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized.

ASC 740-10-25, “Accounting for Uncertainty in Income Taxes”, is intended to clarify the accounting for uncertainty in income taxes recognized in a company's financial statements and prescribes the recognition and measurement of a tax position taken or expected to be taken in a tax return. ASC 740-10-25 also provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition.

Under ASC 740-10-25, evaluation of a tax position is a two-step process. The first step is to determine whether it is more-likely-than-not that a tax position will be sustained upon examination, including the resolution of any related appeals or litigation based on the technical merits of that position. The second step is to measure a tax position that meets the more-likely-than-not threshold to determine the amount of benefit to be recognized in the financial statements. A tax position is measured at the largest amount of benefit that is greater than 50 percent likely of being realized upon ultimate settlement.

Tax positions that previously failed to meet the more-likely-than-not recognition threshold should be recognized in the first subsequent period in which the threshold is met. Previously recognized tax positions that no longer meet the more-likely-than-not criteria should be de-recognized in the first subsequent financial reporting period in which the threshold is no longer met.

AVALON OIL & GAS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For The Three Month Periods Ended June 30, 2013 and 2012

(Unaudited)

Revenue Recognition

In accordance with the requirements ASC topic 605 "Revenue Recognition", revenues are recognized at such time as (1) persuasive evidence of an arrangement exists, (2) delivery has occurred or services have been rendered, (3) the seller's price to the buyer is fixed or determinable and (4) collectability is reasonably assured. Specifically, oil and gas sales are recognized as income at such time as the oil and gas are delivered to a viable third party purchaser at an agreed price. Interest income is recognized as it is earned.

Long-Lived Assets

Equipment is stated at acquired cost less accumulated depreciation. Office equipment is depreciated on the straight-line basis over the estimated useful lives (five to seven years).

Impairment of long-lived assets is recognized when events or changes in circumstances indicate that the carrying amount of the asset or related group of assets may not be recoverable. If the expected future undiscounted cash flows are less than the carrying amount of the asset, an impairment loss is recognized at that time. Measurement of impairment may be based upon appraisal, market value of similar assets or discounted cash flows. There was no impairment for the three months ended June 30, 2013 and June 30, 2012.

Recently Issued Accounting Pronouncements

Management does not believe that any recently issued, but not yet effective, accounting standards or pronouncements, if currently adopted, would have a material effect on the Company’s condensed consolidated financial statements.

AVALON OIL & GAS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For The Three Month Periods Ended June 30, 2013 and 2012

(Unaudited)

NOTE 2: RECEIVABLE FROM JOINT INTERESTS

The Company is the operator of certain wells acquired in the Expanded Bedford Agreement (see note 4). Pursuant to a joint interest operating agreement (the “Joint Interest Agreement”), the Company charges the other owners of the Grace Wells for their pro-rata share of operating and work over expenses. These receivables are carried on the Company’s balance sheet as Receivable from Joint Interests. At June 30, 2013 and March 31, 2013, the amount of these receivables is $159,610 and 160,227. At June 30, 2013 and March 31, 2013, the Company deemed the collectability of the receivable from joint interests in the amount of $139,610 and 140,227 as unlikely.

NOTE 3: INTELLECTUAL PROPERTY RIGHTS

A summary of the intellectual property rights at June 30, 2013 and March 31, 2013, are as follows:

	June 30, 2013			March 31, 2013
	(Unaudited)
Ultrasonic Mitigation Technology	$	425,850		$	425,850
Less: accumulated amortization		(298,094	)		(287,448	)
Total	$	127,756		$	138,402

Amortization expense for the three months ended June 30, 2013 and 2012 was $10,646 and $10,646 respectively.

NOTE 4: OIL AND GAS PROPERTY ACTIVITY

The table below shows the Company’s working interests in the Grace Wells as of June 30, 2013. There were not any additional acquisitions during the three month period ended June 30, 2013.

Well	Working Interest
Grace #1		65.25	%
Grace #2		55.75	%
Grace #3		64.00	%
Grace #5A		52.00	%
Grace #6		58.00	%

AVALON OIL & GAS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For The Three Month Periods Ended June 30, 2013 and 2012

(Unaudited)

NOTE 4: OIL AND GAS PROPERTY ACTIVITY (Continued)

Producing oil and gas properties consist of the following at June 30, 2013 March 31, 2013:

	June 30, 2013			March 31, 2013
		(Unaudited)
Lincoln County, Oklahoma	$	111,402		$	111,402
Other properties, net		1,005,676			1,005,676
Asset retirement obligation		42,744			43,468
Property impairments		(481,072	)		(481,072	)
Less: Depletion		(510,422	)		(506,641	)
Net	$	168,328		$	172,833

NOTE 5: ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

Accounts payable and accrued liabilities consisted of the following:

	June 30, 2013		March 31, 2013
	(Unaudited)
Accounts payable	$	366,058	$	388,438
Accrued interest		226,950		242,236
Total	$	593,008	$	630,674

NOTE 6: NOTES PAYABLE

Notes Payable are summarized as follows:

	Note
	Amount
March 31, 2013:
Notes payable – long-term portion	$	864,750
Notes payable – current portion		250,000
Total	$	1,114,750

AVALON OIL & GAS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For The Three Month Periods Ended June 30, 2013 and 2012

(Unaudited)

	Note
	Amount
June 30, 2013 (Unaudited):
Notes payable – long-term portion	$	275,000
Notes payable – current portion		839,650
Total	$	1,114,650

NOTE 7: RELATED PARTY TRANSACTIONS

Preferred Stock

The 100 shares of Series A Preferred Stock, issued to an officer/director as payment for $500,000 in promissory notes, are convertible into the number of shares of common stock sufficient to represent forty percent (40%) of the fully diluted shares outstanding after their issuance. The Series A Preferred Stock pays an eight percent (8%) dividend. The dividends are cumulative and payable quarterly. The Series A Preferred Stock carries liquidating preference, over all other classes of stock, equal to the amount paid for the stock plus any unpaid dividends. The Series A Preferred Stock provides for voting rights on an "as converted to common stock" basis.

During the three months ended June 30, 2013 and 2012, the Company incurred $10,000 in Series A preferred stock dividends, and paid $12,000 and $9,000 respectively, during the three month periods ending June 30, 2013 and June 30, 2012. As of June 30, 2013 and June 30, 2012, the accrued balance due Mr. Rodriguez was $38,750 and 40,750 respectively

The holders of the Series A Preferred Stock have the right to convert each share of preferred stock into a sufficient number of shares of common stock to equal 40% of the then fully-diluted shares outstanding. Fully diluted shares outstanding is computed as the sum of the number of shares of common stock outstanding plus the number of shares of common stock issuable upon exercise, conversion or exchange of outstanding options, and warrants. In the event that the Company does not have an adequate number of shares of Common Stock authorized, upon a conversion request, only the maximum allowable number of shares of Series A preferred stock shall convert into Common Stock and the remaining shares of Series A preferred Stock shall convert upon lapse of the applicable restrictions.

AVALON OIL & GAS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For The Three Month Periods Ended June 30, 2013 and 2012

(Unaudited)

Employment Agreements

KENT RODRIGUEZ

In 2009, Mr. Rodriguez, our President, was under an employment agreement dated April 1, 2008 that expires on March 31, 2014, pursuant to which he was compensated at an annual rate of $120,000. On April 1, 2011 Mr. Rodriguez voluntarily reduced his compensation to an annual rate of $48,000, subject to an increase by the Company’s Board of Directors. The Company charged to operations the amount of $12,000 for the three month periods ended June 30, 2013 and 2012, of which $ 9,000 was paid to him during the three month period ending June 30, 2013, and $7,000 during the three month period ending June 30, 2012. As of June 30, 2013, and March 31, 2013, the balances of accrued and unpaid salaries were $200,617 and $197,617.

NOTE 8: INCOME TAXES

Deferred income taxes result from the temporary difference arising from the use of accelerated depreciation methods for income tax purposes and the straight-line method for financial statement purposes, and an accumulation of New Operating Loss carryforwards for income tax purposes with a valuation allowance against the carryforwards for book purposes.

In assessing the value of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. Included in deferred tax assets are Federal and State net operating loss carry forwards of approximately $30,156,385, which will expire beginning in 2028. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. Based upon our cumulative losses through June 30, 2013, we have provided a valuation allowance reducing the net realizable benefits of these deductible differences to $0 at June 30, 2013. The amount of the deferred tax asset considered realizable could change in the near term if projected future taxable income is realized. Due to significant changes in the Company's ownership, the Company's future use of its existing net operating losses may be limited.

NOTE 9: STOCKHOLDERS' EQUITY

Series A Preferred Stock

The Company is authorized to issue 1,000,000 shares of preferred stock, par value $0.10 per share. As of June 30, 2013, the Company has 100 shares of Series A preferred stock issued and outstanding.

The 100 shares of Series A Preferred Stock, issued to an officer/director as payment for $500,000 in promissory notes, are convertible into the number of shares of common stock sufficient to represent 40 percent (40%) of the fully diluted shares outstanding after their issuance. The Series A Preferred Stock pays an eight percent (8%) dividend. The dividends are cumulative and payable quarterly. The Series A Preferred Stock carries liquidating preference, over all other classes of stock, equal to the amount paid for the stock plus any unpaid dividends. The Series A Preferred Stock provides for voting rights on an "as converted to common stock" basis.

The holders of the Series A Preferred Stock have the right to convert the preferred stock into shares of common stock such that if converted simultaneously, they shall represent 40 percent (40%) of the fully diluted shares outstanding after their issuance. Fully diluted shares outstanding is computed as the sum of the number of shares of common stock outstanding plus the number of shares of common stock issuable upon exercise, conversion or exchange of outstanding options, warrants, or convertible securities.

Series B Preferred Stock

In March, 2013, our Board of Directors authorized the issuance of 2,000 shares of Series B Preferred Stock (the "Series B Preferred Stock") The face amount of share of the Series B Preferred Stock is $1,000. As of June 30, 2013, the Company has 200 shares of Series B preferred stock issued and outstanding.

The Series B Preferred Stock accrues dividends at the rate of 8% per annum on the original purchase price for the shares. These dividends are payable annually, beginning in January 2014. We are prohibited from paying any dividends on our Common Stock until all accrued dividends are paid on our Series B Preferred Stock. The Series B Preferred Stock ranks junior to the Series A Preferred Stock owned by our President and Chief Executive Officer, as to Dividends and to a distribution of assets in the event of a liquidation of assets.

The Holders of Series B Preferred Stock do not have any voting rights and their consent is not required to take any sort of corporate action.

During the three months ended June 30, 2013, The Company sold 50 shares or Series B Preferred Stock to two accredited investors for $50,000.

During the period ended June 30, 2013 and 2012, the Company incurred $3,780 and $-0- in dividends on Series B preferred stock. Total dividends payable from both A and B preferred shares at June 30, 2013 and March 31, 2013 is $42,530 and $40,750 respectively.

AVALON OIL & GAS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For The Three Month Periods Ended June 30, 2013 and 2012

(Unaudited)

Common Stock

On May 3, 2013, the Company issued 500,000 shares of Common Stock for $50,000, and was based on current market value at the date of issuance.

On May 5, 2013 the Company issued 100,000 shares of Common Stock for compensation for the placement of 500,000 shares of Common Stock and 50 Shares of Series B Preferred Stock for $100,000. The value of these shares in the amount of $10,000, or $0.10 per share was charged to operations, and was based on the on current market value at the date of issuance.

On June 4, 2013, the Company issued 100,000 shares of common stock for the conversion of a note payable and assumption of debt. The fair market value of these shares was $8,000 which was based on the current market value on the date of issuance. $100 has been credited to the note payable, and a loss of $7,900 was recognized on this conversion, and was charged to operations.

On June 28, 2013, the Company issued 2,800,000 shares of Common Stock for $250,000, and was based on current market value at the date of issuance.

On June 28, 2013, the Company issued 500,000 shares of Common Stock to a consultant, the value of of these shares in the amount of $50,000, or $0.10 per share was charged to operations, and was based on the on current market value at the date of issuance.

There are no stock options outstanding.

AVALON OIL & GAS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For The Three Month Periods Ended June 30, 2013 and 2012

(Unaudited)

Warrants

The following table summarizes the warrants outstanding and the related prices for the shares of the Company’s common stock issued to non-employees of the Company at June 30, 2013:

Warrants Outstanding

Warrants Exercisable

Weighted Average

Exercise

Number

Remaining Contractual

Weighted Average

Number

Remaining Contractual

Prices

Outstanding

Life (years)

Exercise Price

Exercisable

Life (years)

600

167

1.00

600.00

167

1.00

167

1.00

167

1.00

Transactions involving warrants are summarized as follows:

	Number of Shares		Weighted Average Price Per Share
Outstanding at March 31, 2013		167	$	600.00
Granted		-		-
Exercised		-		-
Cancelled or expired		-		-
Outstanding at June 30, 2013		167	$	600.00

NOTE 10: EARNINGS PER SHARE

ASC 260-10-45 requires a reconciliation of the numerator and denominator of the basic and diluted earnings per share (EPS) computations. As the Company is in a loss position during the three months ended June 30, 2013 and June 30, 2012 there is no dilutive effect included.

NOTE 11: COMMITMENTS AND CONTINGENCIES

Commitments and contingencies through the date of these financial statements were issued have been considered by the Company and none were noted which were required to be disclosed.

NOTE 12: SUBSEQUENT EVENTS

On July 1, 2013, the Company acquired an undivided 50% working interest in the Moody and West Lease, Duval County, Texas for $118,700.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis should be read in conjunction with our financial statements and the notes related thereto. The discussion of results, causes and trends should not be construed to infer conclusions that such results, causes or trends necessarily will continue in the future.

Business Development

Acquisition Strategy

Our strategy is to acquire oil and gas producing properties that have proven reserves and established in-field drilling locations with a combination of cash, debt, and equity. We believe that acquisition of such properties minimizes our risk, allows us to generate immediate cash flow, and provides in-field drilling locations to expand production within the proven oil and gas fields. We will aggressively develop these low cost/low risk properties in order to enhance shareholder value. In addition, Avalon's technology group acquires oil production enhancing technologies. Through its strategic partnership with Innovaro Corporation, (ASE: INV) a transfer technology company, Avalon is building an asset portfolio of innovative technologies in the oil and gas industry to maximize enhancement opportunities at its various oil and gas properties.

In furtherance of the foregoing strategy, we have engaged in the following transactions during the last three years:

During the year ended March 31, 2011, the Company sold working interests in wells located in Blackmon - Hall Unit, New Diana Field, Upshur County, Texas (the “New Diana Wells”), of which it had previously acquired a ten percent (10%) working interest in April, 2008, for a note receivable in the amount of $42,857. These properties had a net book value at the time of the sale of $20,379. This resulted in a gain from the sale of the working interest in the wells in the amount of $22,478.

The Company reached an agreement to increase our ownership in the Grace Field, Lincoln County, Oklahoma. We purchased a 13.50% working interest in the Grace # 1, a 22.50% working interest in the Grace # 2, a 14.50% working interest in the Grace # 3 and an 11.50% working interest in the Grace # 5A, and a 21.50% working interest in the Grace #6, for $43,837.50, from 17 working interest owners during the three months ending September 30, 2010. We closed this acquisition in January 2011.

We also purchased a 5.75% working interest in the Grace # 1, a 6.25% working interest in the Grace # 2, an 8.5% working interest in the Grace# 3, a 4.50% working interest in the Grace# 5A and a 3.50% working interest in the Grace# 6, during the year ended March 31, 2011 by issuing 294,000 shares of common stock to two (2) working interest owners.

During the year ended March 31, 2011, we advanced $160,000 for the purchase of oil and gas producing properties in Western Oklahoma, pending the completion of due diligence by the Company, if the Seller is not able to deliver clear title to these properties on or before September 30, 2013, these funds will be returned to us.

We plan to raise additional capital during the coming fiscal year, but currently have not identified additional funding sources. Our ability to continue operations is highly dependent upon our ability to obtain additional financing, or generate revenues from our acquired oil and gas leasehold interests, none of which can be guaranteed.

Ultimately, our success is dependent upon our ability to generate revenues from our acquired oil and gas leasehold interests, and to achieve profitability, which is dependent upon a number of factors, including general economic conditions and the sustained profitability resulting from the operation of the acquired oil and gas leaseholds. There is no assurance that even with adequate financing or combined operations, we will generate revenues and be profitable.

PATENTS, TRADEMARKS, AND PROPRIETARY RIGHTS

On May 17, 2006, The Company signed a strategic alliance agreement with Innovaro Corporation, a technology transfer company to build a portfolio of new technologies for the oil and gas industry.

On November 9, 2006, The Company acquired Intelli-Well Technologies, Inc., ("IWT"). IWT holds a license for borehole casing technology developed by researchers at Lawrence Livermore National Laboratory.

On August 16, 2007, Kent Rodriguez, the Company's President and CEO, presented a proposal to the Board of Directors to spin-off Oiltek Inc. ("Oiltek"), which specializes in oil and gas recovery technology to Avalon's shareholders. The oil and gas technology include, but are not limited, to the Patent; a system to detect hazardous gas leaks including small leaks in natural gas pipelines; and a system for intelligent drilling and completion sensors to provide real-time oil reservoir monitoring of subsurface information.

On September 22, 2007 the Company entered into an agreement with respect to its purchase of a 75.6% interest in Oiltek for $50,000 and the right of Oiltek to promote Avalon's intellectual property.

GOING CONCERN

The June 30, 2013, financial statements have been prepared assuming the Company will continue as a going concern. However, the Company has incurred a loss of $30,156,385 from inception through June 30, 2013, and has a working capital deficiency of $1,118,649 and stockholders’ equity of $676,533 as of June 30, 2013. The Company currently has minimal revenue generating operations and expects to incur substantial operating expenses in order to expand its business. As a result, the Company expects to incur operating losses for the foreseeable future. The Company will continue to seek equity and debt financing to meet our operating losses. The accompanying consolidated financial statements do not include any adjustments that might become necessary should the Company be unable to continue as a going concern.

Financing Activities

We have been funding our obligations through the issuance of our Common Stock for services rendered and for notes payable owed or for cash in private placements. The Company may seek additional funds in the private or public equity or debt markets in order to execute its plan of operation and business strategy. There can be no assurance that we will be able to attract capital or obtain such financing when needed or on acceptable terms in which case the Company's ability to execute its business strategy will be impaired.

Results of Operations

Three months ended June 30, 2013 compared to the three months ended June 30, 2012:

Revenues

Revenues for the three months ended June 30, 2013 were $19,068, a decrease of $4,220 or approximately 18 % compared to revenue of $23,288 for the three months ended June 30, 2013. Revenues from the sale of oil and gas increased as a result of the lower market price for natural gas.

Lease Operating Expenses

During the three months ended June 30, 2013, our lease operating expenses were $19,727, a decrease of $12,378 or approximately 168% compared to $7,349 for the three months ended June 30, 2013.

Selling, General, and Administrative Expenses

Selling, general and administrative expenses for the three months ended June 30, 2013 were $61,703, a decrease of $3,178 or approximately 5% compared to selling, general and administrative expenses of $64,881 during the three months ended June 30, 2013. Selling, general and administrative expenses for the three months ended June 30, 2013 consisted primarily of payroll and related costs of $12,000; legal and accounting fees in the amount of $4,787; travel and entertainment expenses of $14,700; office expenses of $23,266; facilities costs in the amount of $3,000; and investor relations costs of $3,950.

Stock Based Compensation

Non-cash compensation for the three months ended June 30, 2013 was $60,000, compared to non-cash compensation of $87,500 for the three months ended June 30, 2013, or a decrease of 27,500 or 31%. This decrease was the result of less common stock issuances for services rendered during the period ended June 30, 3013.

Depreciation, Depletion, and Amortization

Depreciation, Depletion, and Amortization was $14,426 for the three months ended June 30, 2013, a decrease of $2,706 or approximately 16% compared to $17,132 for the three months ended June 30, 2012.

Interest Expense, net of Interest Income

Interest expense, net of interest income was $25,049 for the three months ended June 30, 2013, a decrease of $23,743 compared to interest expense of $48,792 for the three months ended June 30, 2013.

Net Loss

Our net loss for the three months ended June 30, 2013, was $169,737 a decrease of $32,629 or approximately 16% compared to a net loss of $202,366, during the three months ended June 30, 2012.

LIQUIDITY AND CAPITAL RESOURCES

Our cash and cash equivalents were $321,160 on June 30, 2013, compared to $129,931 on March 31, 2013. We met our liquidity needs through the issuance of our common stock and convertible notes payable for cash and the revenue derived from our oil and gas operations.

We need to raise additional capital during the fiscal year, but currently have not acquired sufficient additional funding. Our ability to continue operations as a going concern is highly dependent upon our ability to obtain immediate additional financing, or generate revenues from our acquired oil and gas leasehold interest, and to achieve profitability, none of which can be guaranteed. Unless additional funding is located, it is highly unlikely that we can continue to operate. There is no assurance that even with adequate financing or combined operations, we will generate revenues and be profitable.

Ultimately, our success is dependent upon our ability to generate revenues from our acquired oil and gas leasehold interests.

Operating activities

The Company had a net loss of $169,737 for the three months ended June 30, 2013 compared to a net loss of $202,366 for the three months ended June 30, 2012, due to a reduction in expense in for the issuance of stock for consulting services.

Critical Accounting Policies

The consolidated financial statements are prepared in conformity with accounting principles generally accepted in the United States of America. As such, we are required to make certain estimates, judgments and assumptions that we believe are reasonable based on information available. These estimates and assumptions affect the reporting amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. A summary of the significant accounting policies is described in Note 1 to the financial statements.

Recently Issued Accounting Pronouncements

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements.

Material Commitments

We have no material commitments during the next twelve (12) months.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

This information has been omitted, as the Company qualifies as a smaller reporting company.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Our principal executive and financial officer, after evaluating the effectiveness of our "disclosure controls and procedures" (as defined in the Securities Exchange Act of 1934 Rules 13a-15(e) and 15d-15(e)) as of the end of the period covered by this report (the "Evaluation Date"), has concluded that as of the Evaluation Date, our disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed by us in the reports that we file or submit under the Exchange Act (i) is accumulated and communicated to our management, including our Chief Executive Officer, as appropriate to allow timely decisions regarding required disclosure, and (ii) is recorded, processed, summarized and reported within the time periods specified in the Commission's rules and forms.

There has been no change in our internal control over financial reporting identified during the period covered by this report which have materially affected or is likely to materially affect

PART II

ITEM 1. LEGAL PROCEEDINGS

None.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

On May 3, 2013, the Company issued 500,000 shares of Common Stock for $50,000, and was based on current market value at the date of issuance.

On June 28, 2013, the Company issued 2,800,000 shares of Common Stock for $250,000, and was based on current market value at the date of issuance.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

None.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a) Form 8-K

NONE

(b) Exhibits

Exhibit Number		Description

3.1		Restated Articles of Incorporation (Incorporated by reference to Exhibit 3.1 to Registration Statement on Form SB-2, Registration No. 33-74240C).*
3.2		Restated Bylaws (Incorporated by reference to Exhibit 3.2 to Registration Statement on Form SB-2, Registration No. 33-74240C). *
3.3		Articles of Incorporation for the State of Nevada. (Incorporated by reference to Exhibit 2.2 to Form 10-KSB filed February 2000) *
3.4		Articles of Merger for the Colorado Corporation and the Nevada Corporation (Incorporated by reference to Exhibit 3.4 to Form 10-KSB filed February 2000) *
3.5		Bylaws of the Nevada Corporation (Incorporated by reference to Exhibit 3.5 to Form 10-KSB filed February 2000) *
4.1		Specimen of Common Stock (Incorporated by reference to Exhibit to Registration Statement on Form SB-2, Registration No. 33-74240C). *
10.1		Employment Agreement between the Company and Kent Rodriguez dated April 1, 2011 *
10.2		Promissory Note between the Company and Peter Messerli dated January 6, 2011, in the amount of $200.000 *
10.3		Promissory Note between the Company and Maerki Baumann & Company AG dated January 11, 2011, in the amount of $250,000 *
10.4		Promissory Note between the Company and Maerki Baumann & Company AG dated January 27, 2012, in the amount of $200,000 *
10.5		Certificate of Designation Series B Preferred Stock
31.1		Certification
32.1		Certification

____________

* Incorporated by reference to a previously filed exhibit or report.

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	Avalon Oil & Gas, Inc.

Date: September 11, 2013	By:	/s/ Kent Rodriguez
		Kent Rodriguez
		Chief Executive Officer
		Chief Financial and Accounting Officer

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