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 15, 2005
Avalon Oil & Gas, Inc.
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(Name of business issuer in its Charter)
NEVADA 1-12850 84-1168832
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation or organization File Number) Identification No.)
7000 Flour Exchange Building
310 Fourth Avenue South
Minneapolis, MN 55415
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(Address of principal executive offices)
(612) 359-9020
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(Registrant's telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
|_| Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre- commencement communications pursuant to Rule 13c-4(c) under the
Exchange Act (17 CFR 240.13c-4(c)
ITEM 4.01 CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
Effective November 15, 2005, Avalon Oil & Gas, Inc. (the "Registrant") dismissed
Cordovano and Honeck, LLP as Registrant's independent accountants. Upon the
recommendation and approval of its Board of Directors, Registrant appointed
Murrell, Hall, McIntosh & Co., PLLP as Registrant's independent accountants,
effective November 15, 2005.
Cordovano and Honeck, LLP reports on Registrant's March 31, 2004 and March 31,
2005 consolidated financial statements contained no adverse opinion or
disclaimer of opinion and were not qualified or modified as to uncertainty,
audit scope, or accounting principles.
There have been no disagreements with Cordovano and Honeck, LLP on any matter of
accounting principles or practices, financial statement disclosure, or auditing
scope or procedure that disagreements, if not resolved to the satisfaction of
Cordovano and Honeck, LLP would have caused it to make reference to the subject
matter of the disagreements in connection with its reports.
There have been no reportable events with respect to Registrant as described at
Item 304 of Regulation S-B.
On November 15, 2005, Registrant engaged Murrell, Hall, McIntosh & Co., PLLP as
its certifying accountant to audit Registrant's consolidated financial
statements. Registrant has not previously consulted with Murrell, Hall, McIntosh
& Co., PLLP on items concerning (i) the application of accounting principles to
a specified transaction, either completed or proposed, or the type of audit
opinion that might be rendered on Registrant's financial statements of (ii) any
subject matter of a disagreement or reportable event with Cordovano and Honeck ,
LLP.
Registrant is submitting a letter from Cordovano and Honeck, LLP addressed to
the Securities and Exchange Commission stating whether Cordovano and Honeck, LLP
agrees with the statements contained in this report as they relate to Cordovano
and Honeck, LLP.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED.
Not applicable.
(b) Pro forma financial information.
Not applicable
(c) Exhibits.
16.1 Letter of Cordovano and Honeck, LLP addressed to the Commission dated
November 18, 2005.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Avalon Oil and Gas, Inc.
Date: November 18, 2005 /s/ Kent A. Rodriguez
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Kent A. Rodriguez, President
(Chief Executive Officer)