SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c)
of the Securities Exchange Act of 1934 (Amendment No.)
Check the appropriate box:
[ ] Preliminary Information Statement [ ] Confidential for Use of the
Commission Only
(as permitted by Rule 14c-5(d)(2)
[X] Definitive Information Statement
AVALON OIL & GAS, INC.
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(Name of Registrant As Specified In Charter)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration
number, or the Form of Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration No.:
3) Filing Party:
4) Date Filed:
THIS INFORMATION STATEMENT IS BEING PROVIDED TO
YOU BY THE BOARD OF DIRECTORS OF THE COMPANY
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE
REQUESTED NOT TO SEND US A PROXY
AVALON OIL & GAS, INC.
7000 Flour Exchange Building
310 Fourth Avenue South
Minneapolis, MN 55415
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Information Statement
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This information statement is furnished in connection with the taking of
corporate action without a meeting by less than unanimous written consent of
stockholders. Kent Rodriguez, Douglas Barton and Thad Kaplan, as record holders,
including proxies, of 202,067,962 shares of common stock, par value $.001 per
share (the "Common Stock"), of Avalon Oil & Gas, Inc. ("AOG"), a Nevada
Corporation is entitled to vote such shares or approximately 50.1% of the
outstanding capital stock of AOG. On December 20, 2005, Messrs. Kent Rodriguez,
Douglas Barton and Thad Kaplan (the "Voting Shareholders") elected Three (3)
Directors to AOG's Board of Directors by less than unanimous written consent in
lieu of taking such action at an annual meeting of stockholders. Please be
advised, therefore, that this is only an Information Statement. WE ARE NOT
ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
This Information Statement is first being sent or given to stockholders on
January 23, 2006. Record holders of the Common Stock at the close of business on
December 19, 2005 are eligible to receive a copy of this Information Statement.
Each stockholder is entitled to one vote for each share of Common Stock held,
and the Series "A" Preferred Shareholder is entitled to vote 161,232,362
equivalent shares. On December 20, 2005, there were 403,080,905 shares of Common
Stock and voting Preferred Shares eligible for voting.
ELECTION OF DIRECTORS
Pursuant to this corporate action without a meeting, several directors are
to be elected to the Board of Directors to serve until the next annual meeting
of stockholders and until their successors are elected and qualified. In the
event that a nominee for any reason should become unavailable for election
(which is not anticipated), Messrs. Kent Rodriguez, Douglas Barton and Thad
Kaplan intend to elect a substitute nominee as may be proposed by the Board of
Directors, unless the Board of Directors reduces the number of Directors.
The following information is furnished with respect to the new Directors:
Business experience for the last five years and other information relating
to each Director, Executive Officer and Significant Employee is as follows:
Kent Rodriguez joined the Company as Chief Executive Officer, President and
Chief Executive Officer in January, 1997. Since 1995, he has been the Managing
Partner of Weyer Capital Partners, a Minneapolis-based venture capital
corporation. From 1985 to 1995, he was employed by the First National Bank of
Elmore, Elmore, Minnesota, in various capacities. He has a B.A. degree from
Carleton College.
Douglas Barton was a Director of XDOGS.COM from 1998 to February 2005. From
1987 to the present, he has been the President and sole owner of Venture
Communications, Inc., (formerly known as Douglas Communications, Inc.), a
private promotion, development, and marketing consulting firm. He has a B.S.
degree in Economics/History from the University of Minnesota.
Thad Kaplan is currently an independent food and beverage industry
consultant. From 1997 to 2002, Mr. Kaplan was the owner of BS Holdings, Inc., a
food and beverage industry holding company. BS Holdings acquired a food service
business in 1997 that was primarily in the wholesale baking business. He sold
the business during the second quarter of 2002. Prior to owning BS Holdings,
Inc., Mr. Kaplan was the purchaser and manager for an independent supermarket
chain in Middletown, New York. Mr. Kaplan's responsibilities included purchasing
decisions, management of employees, marketing and profit and loss
responsibility. Mr. Kaplan holds an Associates degree from Sullivan County
Community College, New York with studies in Food Service, Restaurant Management
and the Culinary Arts.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table indicates all persons who, as of December 19, 2005, the most
recent practicable date, are known by the Company to own beneficially more than
5% of any class of the Company's voting securities and all directors of the
Company and all officers not directors of the Company as a group.
Amount and
Name & Address of Nature of % of
Title of Class Beneficial Owner Beneficial Owner Class
-------------- ---------------- ---------------- -----
Common Stock Kent Rodriguez. 17,350,200 4.3 %
Par value $.001 7000 Flour Exchange Bldg.
310 Fourth Avenue South
Minneapolis, MN 55415
Preferred Stock Kent Rodriguez 161,232,362 100 %
Par Value $.10 7000 Flour Exchange Bldg.
310 Fourth Avenue South
Minneapolis, MN 55415
Common Stock Mid-Continent Investments 85,000,000 21.1 %
Par value $.001 7906 East 55th Street
Tulsa, OK 74145
Common Stock Sooner Leasing, LLC 48,000,000 11.91 %
Par value $.001 7906 East 55th Street
Tulsa, OK 74145
Common Stock Douglas Barton 1,500,000 0.32 %
Par value $.001 7000 Flour Exchange Bldg.
310 Fourth Avenue South
Minneapolis, MN 55415
Common Stock Thad Kaplan 500,000 0.12 %
Par value $.001 7000 Flour Exchange Bldg.
310 Fourth Avenue South
Minneapolis, MN 55415
All officers and 180,582,562 44.8 %
directors as a group
(3 persons)
By Order of the Board of Directors
/s/ Kent Rodriguez
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Kent Rodriguez
President
December 20, 2005