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) (IRS Employer
of incorporation) Identification No.)
7808 Creekridge Circle, Suite 105 Minneapolis, MN 55439
-------------------------------------------------------
(Address of principal executive offices)
(952) 746-9652
--------------
(Registrant's telephone number, including area code)
(Former Name or Former Address if Changed Since Last Report)
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 13e-4(c) under the
Exchange Act (17 CFR 240.13e-14(c).
Item 4.01 Change in Registrant's Certifying Accountant
On September 24, 2007 Murrell Hall McIntosh & Co., PLLP ("MHM"), resigned as the
independent certified accountant of Avalon Oil & Gas, Inc. (the "Registrant")
for business reasons unrelated to any disagreement between MHM and the
Registrant or its management.
MHM's reports on the Registrant's financial statements for the past two fiscal
years ended March 31, 2007 and March 31, 2006, and the interim period ended June
30, 2007 and thereafter through September 24, 2007, the date of MHM's
resignation, did not contain an adverse opinion or a disclaimer of opinion, and
was not qualified as to uncertainty, audit scope, or accounting principles,
except that the opinion with respect to the fiscal year ended March 31, 2006
raised doubt about the Registrant's ability to continue as a going concern
During the Registrant's past two fiscal years ended March 31, 2007 and March 31,
2006, and the interim period ended June 30, 2007 and thereafter through
September 24, 2007, the date of MHM's resignation, there were no disagreements
on any matter of accounting principles, practices, financial statement
disclosure, or auditing scope or procedures, which disagreements if not resolved
to their satisfaction would have caused MHM to make reference in connection with
their opinion to the subject matter of the disagreement.
The Registrant requested MHM to furnish a letter addressed to the SEC, stating
whether it agrees with the statements made by the Registrant and, if not,
stating the respect in which it does not agree.
(b) New Independent Accountants
On September 27, 2007, the Registrant engaged Bernstein & Pinchuk, LLP ("B&P")
as its certifying accountant to audit the Registrant's financial statements. B&P
did not provide the Company with advice regarding the application of accounting
principles to a specified transaction, either completed or proposed, or the type
of audit opinion that might be rendered on the Company's financial statements,
that was an important factor considered by the Company in reaching a decision as
to an accounting, auditing or financial reporting issue. During the two most
recent fiscal years ended March 31, 2006 and March 31, 2007 and the interim
period ended June 30, 2007 and thereafter through the date hereof, the Company
did not consult with B&P on any matter that was the subject of a disagreement or
a reportable event as defined in the regulations of the Securities and Exchange
Commission.
Item 9.01 Exhibits
Exhibit 16 Letter dated September 27, 2007 from MHM
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 & Gas, Inc.
Date: September 27, 2007 By: /s/ Kent Rodriguez
--------------------------------
Kent Rodriguez, President