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.
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(Exact Name of registrant as specified in charter)
Nevada 1-12850 84-1168832
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
7808 Creekridge Circle, Suite 105 Minneapolis, MN 55439
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(Address of principal executive offices)
(952) 746-9652
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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 13e-4(c) under the
Exchange Act (17 CFR 240.13e-14(c).
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(b)
On October 22, 2007, the stockholders (the "Stockholders") of Avalon Oil & Gas,
Inc. (the "Company") acting by written consent, in accordance with Sections
78.320 and 78.335 of the Nevada Revised Statutes, terminated the directorship of
Thad Kaplan. The Stockholders also directed the Company to terminate the
directorship Mr. Kaplan from Oiltek, Inc. ("Oiltek"), a majority owned
subsidiary of the Company
(c)
On October 22, 2007, the Stockholders acting by written consent appointed Jill
Allison as a director of the Company, and directed the Company to appoint Ms.
Allison as a director of Oiltek. Ms. Allison currently serves as the
Vice-President of the Company, and has served as the President of Oiltek since
its inception on August 7, 2006. Ms. Allison has over 20 years of diversified
management experience in business development and technology commercialization.
Prior to joining the Company, she managed a technology strategy consulting
practice with focus in the market convergence of physical and IT security
industries. Her venture development background includes market leadership
positions with Monsanto, Iridian Technologies, Pinkertons and Cylink
Corporation. She holds a B.A. in Economics from Gustavus Adolphus College; a
Master's in International Management (MIM) in Marketing from the American
Graduate School of International Management (Thunderbird), Glendale, AZ; and an
MBA in Strategic and Entrepreneurial Management from the Wharton School of the
University of Pennsylvania, where she focused on strategic alliances and
management of technology.
There are no arrangements or understandings between Ms. Allison, or any other
persons, pursuant to which Ms. Allison was selected as a director.
As the Board of Directors of the Company does not have any committees or
subdivisions, including, but not limited to, a compensation committee or an
audit committee, there are no committees to which Ms. Allison has been or is
expected to be named.
There are no related person transactions to be reported in connection with the
appointment of Ms. Allison to the Company's Board of Directors pursuant to Item
404(a) of Regulation S-B.
There are no material plans, contracts or other arrangements (or amendments
thereto) to which Ms. Allison is a party, or in which she participates, that was
entered into or amended, in connection with Ms. Allison being appointed as a
director of the Company.
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: October 22, 2007 By: /s/ Kent Rodriguez
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Kent Rodriguez, President