10-Q 1 form10q.htm FROM 10-Q form10q.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

FORM 10-Q

(Mark One)

[ X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended July 31, 2014 or

[  ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from________________to__________________
 
 Commission File Number  333-157618
   
AVALON HOLDING GROUP, INC.
 (Exact name of registrant as specified in its charter)
   
 Nevada  26-3608086
 (State or other jurisdiction of incorporation or organization)  (I.R.S. Employer Identification No.)
   
 711 S. Carson Street, Suite 4, Carson City, NV 89701, USA
 (Address of principal executive offices)(Zip Code)
   
6536 102nd Place NE, Kirkland, WA 98033, USA
 (Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.         

 
Yes [X]
  
No [ ]
 
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 (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
 
 
Yes [ ]
  
No [X]

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
[  ]
Accelerated filer
[  ]
       
Non-accelerated filer
[  ]
Smaller reporting company
[X]
(Do not check if a smaller reporting company)
      
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
 
 
Yes [  ]
  
No [X]
 
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
 
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court
 
 
Yes [  ]
  
No [  ]

APPLICABLE ONLY TO CORPORATE ISSUERS:
 
 Number of shares outstanding of the registrant’s class of common stock as of September 5, 2014:  121,320,000.
 
 
 
AVALON HOLDING GROUP, INC. AND SUBSIDIARY
TABLE of CONTENTS

   
Page
 
PART I – FINANCIAL INFORMATION
  
     
Financial Statements
  3
     
Management’s Discussion and Analysis of Financial Condition and Results of Operations
   4
     
Quantitative and Qualitative Disclosures About Market Risk
  5
     
Controls and Procedures
  5
     
 
PART II – OTHER INFORMATION
  
     
Legal Proceedings
  6
     
Risk Factors
  6
     
Unregistered Sales of Equity Securities and Use of Proceeds
  6
     
Defaults Upon Senior Securities
  6
     
Mine Safety Disclosures
  6
     
Other Information
  6
     
Exhibits
  7
     
 
  8
 
 
2
 

PART I. FINANCIAL INFORMATION

Item 1.    Financial Statements

AVALON HOLDING GROUP, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

July 31, 2014



 
3
 
AVALON HOLDING GROUP, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED BALANCE SHEETS

   
July 31,
2014
(Unaudited)
    
January 31,
2014
  ASSETS          
CURRENT
          
     Cash
   $ 6,848     $ 47  
     Deposits
     318       10,000  
                 
     Total Current Assets
     7,166       10,047  
                 
TOTAL ASSETS
   $ 7,166     $ 10,047  
                 
  LIABILITIES AND STOCKHOLDERS’ DEFICIT                
CURRENT LIABILITIES
                
Accounts payable
   $ 51,094     $ 49,269  
    Accrued interest
     138,092       88,833  
    Advance from third party
     -       4,200  
    Promissory note
     551,925       551,925  
    Advances from related parties
     77,072       47,076  
                 
 TOTAL CURRENT LIABILITIES
     818,183       741,303  
 
COMMITMENTS AND CONTINGENCIES
     -       -  
                 
STOCKHOLDERS’ DEFICIT
                
Common stock
                
         500,000,000 shares authorized, at $0.001 par value,
                
121,320,000 shares issued and outstanding (January 31, 2014 –121,320,000)
     121,320       121,320  
     Additional paid-in capital
     (36,712 )     (36,712 )
Accumulated deficit
     (895,625 )     (815,864 )
                 
TOTAL  STOCKHOLDERS’ DEFICIT
     (811,017 )     (731,256 )
                 
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT
   $ 7,166     $ 10,047  
 
The accompanying notes are an integral part of these condensed consolidated financial statements.

 
F-1
 
AVALON HOLDING GROUP INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)

 
   
Three Months Ended
    
Six Months Ended
  
   
July 31,
    
July 31,
  
   
2014
    
2013
    
2014
    
2013
  
REVENUE
                        
      Revenue
   $ -     $ 3,097     $ -     $ 25,497  
      Cost of Goods Sold
     -       (1,717 )      -       (4,082 ) 
                                 
GROSS PROFIT
     -       1,380       -       21,415  
                                 
EXPENSES
                                
General and administrative expenses
     30,035       160,446       30,501       211,418  
     Advertising and marketing expenses
     -       18,363       -       115,979  
     Management Fees
     -       16,000       -       24,000  
                                 
TOTAL EXPENSES
     30,035       194,809       30,501       351,397  
                                 
LOSS FROM OPERATIONS
     (30,035 )     (193,429 )     (30,501 )     (329,982 )
                                 
OTHER INCOME (EXPENSE)
                                
     Interest expense
     (25,038 )     (13,912 )     (49,260 )     (27,369 )
                                 
TOTAL OTHER INCOME (EXPENSE)
     (25,038 )     (13,912 )     (49,260 )     (27,369 )
                                 
NET INCOME (LOSS)
   $ (55,073 )   $ (207,341 )   $ (79,761 )   $ (357,351 )

BASIC AND DILUTED LOSS PER COMMON SHARE
   $ (0.00 )   $ (0.00 )   $ (0.00 )   $ (0.00 )
                                 
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING - BASIC AND DILUTED
     121,320,000       121,320,000         121,320,000         121,320,000  

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

 
F-2
 
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(UNAUDITED)
   
 
Six months ended
July 31,
 2014
    
 
Six months ended
July 31,
2013
  
OPERATING ACTIVITIES
            
Net loss for the period
   $ (79,761 )   $ (357,351 )
Adjustments to reconcile net loss to net cash used in operating activities:
                
   Expenses paid by related party on behalf of the Company
     29,996       -  
   Changes in operating assets and liabilities:
                
       Inventory
     -       1,082  
       Prepaid royalty fees
     -       50,000  
       Prepaid expenses
     -       29,600  
       Deposit
     9,682       -  
       Accounts payable
     1,825       117,571  
       Accrued interest
     49,259       27,369  
                 
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES
     11,001       (131,729 )
                 
NET CASH USED IN INVESTING ACTIVITIES
     -       -  
                 
FINANCING ACTIVITIES
                
   Payments for advances payable
     (4,200 )     -  
                 
NET CASH PROVIDED BY FINANCING ACTIVITIES
     (4,200 )     -  
                 
NET INCREASE (DECREASE) IN CASH
     6,800       (131,729 )
                 
CASH, BEGINNING OF PERIOD
     47       147,153  
                 
CASH, END OF PERIOD
   $ 6,848     $ 15,424  

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

 
F-3
 
AVALON HOLDING GROUP, INC. AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JULY 31, 2014

 
1.             ORGANIZATION AND BUSINESS OPERATIONS

a) 
Organization
 
AVALON HOLDING GROUP, INC (“the Company”) was incorporated under the laws of the State of Nevada, U.S. on July 28, 2008.

On September 28, 2012, the Company incorporated a new fully owned company (“subsidiary”) under the laws of the State of Nevada, U.S. The new subsidiary is called PAINMASTER PRODUCT, INC.
   
b) 
Basis of Presentation
 
The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles for financial information and with the instructions to Form 10-Q.  They do not include all information and footnotes required by United States generally accepted accounting principles for complete financial statements.  However, except as disclosed herein, there have been no material changes in the information disclosed in the notes to the financial statements for the year ended January 31, 2014 included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission.  The unaudited financial statements should be read in conjunction with those financial statements included in the Form 10-K. In the opinion of management, all adjustments considered necessary for a fair presentation, consisting solely of normal recurring adjustments, have been made. Operating results for the six months ended July 31, 2014 are not necessarily indicative of the results that may be expected for the year ending January 31, 2015.
 
2.             GOING CONCERN

Our accompanying consolidated financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America (“GAAP”), which contemplates our continuation as a going concern.  However, we have minimal business operations to date.  In addition, from inception on July 28, 2008 through July 31, 2014, we have incurred losses of $895,625, and have a working capital deficit of $811,017.  These matters raise substantial doubt about our ability to continue as a going concern. There is no assurance that future capital raising plans will be successful in obtaining sufficient funds to assure our eventual profitability.  While management believes that actions planned and presently being taken to revise our operating and financial requirements provide the opportunity for us to continue as a going concern, there is no assurance the actions will be successful.  In addition, recent events in worldwide capital markets may make it more difficult for us to raise additional equity or debt capital.

Our consolidated financial statements do not include any adjustments that might result from these uncertainties.

3.            SIGNIFICANT ACCOUNTING POLICIES

This summary of significant accounting policies is presented to assist in understanding our financial statements.  Our financial statements and notes are representations of our management who is responsible for their integrity and objectivity.  These accounting policies conform to generally accepted accounting principles in the United States of America (“GAAP”) and have been consistently applied in the preparation of the financial statements.  The financial statements are stated in United States of America dollars.

 
F-4
AVALON HOLDING GROUP, INC. AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JULY 31, 2014
 
3.            SIGNIFICANT ACCOUNTING POLICIES (continued)
 
a)
Income Taxes
 
We have adopted the ASC subtopic 740-10.  ASC 740-10 requires the use of the asset and liability method of accounting of income taxes.  Under the asset and liability method of ASC 740-10, deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases.  Deferred tax assets 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 date of enactment or substantive enactment. We provide deferred taxes for the estimated future tax effects attributable to temporary differences and carry forwards when realization is more likely than not.

b)
Property and Equipment
 
Property and equipment is stated at cost, and is depreciated over estimated useful lives using primarily the straight line method for financial reporting purposes.  Useful lives range from 3 to 5 years.  We evaluate property and equipment at least annually for impairment.  The Company has no property and equipment of value as of July 31, 2014.

c)
Principles of consolidation
 
The Company consolidates its 100% owned subsidiary pursuant to Accounting Standards Codification (“ASC”) No. 810, “Consolidation”.  All intercompany transactions and balances have been eliminated.

d)
Basic and Diluted Loss Per Share
 
In accordance with ASC 260-10, the basic loss per common share is computed by dividing net loss available to common stockholders by the weighted average number of common shares outstanding.  Diluted loss per common share is computed similar to basic loss per common share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive.  At July 31, 2014 and 2013, we had no common stock equivalents.
 
e)
Fair Value of Financial Instruments
 
The carrying value of our financial instruments, consisting of accounts payable, approximates their fair value due to the short-term maturity of such instruments.  Unless otherwise noted, it is management’s opinion that we are not exposed to significant interest, currency or credit risks arising from these financial statements.

 
F-5
AVALON HOLDING GROUP, INC. AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JULY 31, 2014
 
3.             SIGNIFICANT ACCOUNTING POLICIES (continued)
 
f)
Revenue Recognition
 
It is our policy that revenues are recognized in accordance with ASC 605-10.  Under ASC 605-10, product revenues (or service revenues) are recognized when persuasive evidence of an arrangement exists, delivery has occurred (or service has been performed), the sales price is fixed and determinable and when goods are shipped.
 
g)
Use of Estimates
 
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period.  Actual results could differ from those estimates.

h)
Cash and Cash Equivalents
 
Cash is comprised of cash on hand and demand deposits. Cash equivalents include short-term highly liquid investments with original maturities of three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of change in value.

i)         
Inventory
 
We value our inventories at the lower of cost, determined on a first-in, first-out method, or market value. Our inventory consists solely of finished goods. We review inventories on hand at least quarterly and record provisions for estimated excess, slow moving and obsolete inventory, as well as inventory with a carrying value in excess of net realizable value. The regular and systematic inventory valuation reviews include a current assessment of future product demand, historical experience and obsolete finished product.

j)
Advertising Costs
 
The Company accounts for advertising costs in accordance with provisions in ASC 720-35-25 which states that advertising costs can be expensed as incurred or the first time the advertising takes place.

k)
Reclassifications
 
Certain prior period amounts have been reclassified to conform to current period presentation.
 
F-6
AVALON HOLDING GROUP, INC. AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JULY 31, 2014
 
 
4.             RECENT ACCOUNTING PRONOUNCEMENTS

In June 2014, the FASB issued ASU 2014-10, “Development Stage Entities (Topic 915):  Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation”. The guidance eliminates the definition of a development stage entity thereby removing the incremental financial reporting requirements from U.S. GAAP for development stage entities, primarily presentation of inception to date financial information. The provisions of the amendments are effective for annual reporting periods beginning after December 15, 2014, and the interim periods therein. However, early adoption is permitted. Accordingly, the Company has adopted this standard as of July 31, 2014.

The Company does not expect the adoption of any other recent accounting pronouncements to have a material impact on its financial statements.

5.             MARKETING AGREEMENT

On September 26, 2012 Painmaster Products Inc. (“Painmaster’) entered into a Marketing Agreement (“Agreement”) with Newmark, Inc. (“Newmark”).  This Agreement grants to Painmaster the exclusive license to all intellectual property owned by or licensed to Newmark or its affiliates associated with the product to use in the field of alleviating pain (the “Field”), including, without limitations, all patents, technology, inventions, know-how, processes and trademarks for the term of ten (10) years with an automatic renewal of another ten (10) years.  Painmaster has the right to terminate the Agreement at the end of any one year period at its own discretion. The Territory this Agreement covers is the United States and Canada including each of their respective, territories and possessions.

The Company’s license has expired due to its failure to make scheduled payments.

6.           INVENTORY AGREEMENT

On April 14, 2014, Painmaster entered into an agreement with the new licensor whereby the Company has transfered its existing inventory to the Licensor’s warehouse. The Licensor shall pay Painmaster $3.12 for each product unit sold by the Licensor from the existing inventory within two (2) weeks of such product being shipped out of the Licensor’s warehouse to the buyer.  Due to the uncertainty of selling the products through the new Licensor’s agreement, the Company impaired its inventory to a balance of $-0- during the year ended January 31, 2014.

 
 
F-7
AVALON HOLDING GROUP, INC. AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JULY 31, 2014
 
 
7.           PROMISSORY NOTE AND ADVANCE FROM THIRD PARTY

Promissory Note

On October 1, 2012, Painmaster signed a Promissory Note for five hundred and fifty-two thousand dollars ($552,000) with an annual interest rate of 10%, and a default annual interest rate of the lower of 18%, or the maximum rate permitted by law. The Promissory Note is fully secured with a general assignment of all the assets of Painmaster.  The maturity date of the Promissory Note was September 30, 2013. All interest and principal payments are due on the maturity date of the Promissory Note.  Painmaster may draw on the Promissory Note as funds are required.  As of July 31, 2014, the amount owing on the Promissory Note was $551,925, with accrued interest of $138,092. As of October 1, 2013, the company was in default on this Promissory Note agreement.

Advance from third party

Up to the period ended April 30, 2014, a third party paid expenses on behalf of the Company of $4,200. This amount was classified as an advance on the balance sheet as there was no set payment schedule and no terms. During the three months ended July 31, 2014 the total amount of $4,200 was repaid.
 
8.             COMMON STOCK

The authorized capital of the Company is 500,000,000 common shares with a par value of $ 0.001 per share.
 
Change in Control of Registrant

On March 27, 2014, a change in control of Avalon Holding Group, Inc. occurred when Tamara Gileva sold all of her 62,400,000 common shares in a private share purchase transaction to Mr. Lukasz Swierczek.  Mr Swierczek now has voting control through owning 51.343% of the Company’s issued and outstanding common shares.
 
9.             RELATED PARTY TRANSACTIONS

The Company entered into the following transactions with a related party:

During the six month period ended July 31, 2014 and 2013, related parties paid expenses on behalf of the Company of $29,996 and $0, respectively.  The advances are non-interest bearing and payable on demand. The total amount due related parties as of July 31, 2014 is $77,072.

Included in accounts payable as of July 31, 2014 and January 31, 2014, is $5,000 payable to a director (former CEO) for management fees.

 
 
F-8
 
Item 2.     Management’s Discussion and Analysis of Financial Condition and Results of Operations.

GENERAL  

On September 26, 2012 Painmaster Products Inc. (“Painmaster’) entered into a Marketing Agreement (“Agreement”) with Newmark, Inc. “Newmark”).  This Agreement grants to Painmaster the exclusive license to all intellectual property owned by or licensed to Newmark or its affiliates associated with the product to use in the field of alleviating pain (the “Field”), including, without limitations, all patents, technology, inventions, know-how, processes and trademarks for the term of ten (10) years with an automatic renewal of another ten (10) years.  Painmaster has the right to terminate the Agreement at the end of any one year period at its own discretion. The Territory this Agreement covers is the United States and Canada including each of their respective, territories and possessions. The Agreement has expired and Painmaster has transferred the remaining inventory to the new licensor. As of July 31, 2014 no sales have been recorded from the new licensor.

On September 28, 2012, the Company incorporated a new fully owned company (“subsidiary”) under the laws of the State of Nevada, U.S. The new subsidiary is called Painmaster Product, Inc. Avalon Holding Group, Inc. ceased operations in the entertainment and amusement gaming machines business within Russia. The Company is active in the acquisition and promotion of consumer medical product brands and businesses, and is an investment platform for pursuing synergistic opportunities in the rapidly growing pain management market, an industry estimated to grow from $40 billion to $60 billion in the U.S. by 2015.

RESULTS OF OPERATIONS

Our financial statements have been prepared assuming that we will continue as a going concern and, accordingly, do not include adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary should we be unable to continue in operation.

We expect we will require additional capital to meet our long term operating requirements. We expect to raise additional capital through, among other things, the sale of equity or debt securities.

Comparison of the Three Month and Six Month Periods ended July 31, 2014 and 2013

For the three month period ended July 31, 2014, we had revenues of $nil as compared to revenues of $3,097 for the three month period ended July 31, 2013. The decrease in revenue is because the marketing agreement between Painmaster and Newmark has expired.  The Agreement has not been renewed and Painmaster has begun transferring the remaining inventory to the new licensor as of November 26, 2013. As of July 31, 2014, no sales have been recorded from the new licensor.

Our net loss for the three month period ended July 31, 2014 was $55,073 compared to a loss of $207,341 during the same period from the prior fiscal year. During the three month period ended July 31, 2014, we generated $nil in revenue and incurred general and administrative expense of  $30,035, advertising & marketing expense of $nil and management fees of $nil, as compared to general and administrative expense of  $160,446, advertising & marketing expense of $18,363 and management fees of $16,000 for the same period in 2013. The decrease in our general and administrative expenses for the three month period ended July 31, 2014, compared to the same period from the prior fiscal year was due to decreased audit, accounting, legal and filing expenses. The decrease in in our advertising and marketing expense and our management fees was due to the expiration of the marketing agreement between Painmaster and Newmark.

For the six month period ended July 31, 2014, we had revenues of $nil as compared to revenues of $25,497 for the six month period ended July 31, 2013. The decrease in revenue is because the marketing agreement between Painmaster and Newmark has expired.  The Agreement has not been renewed and Painmaster has begun transferring the remaining inventory to the new licensor as of November 26, 2013. As of July 31, 2014, no sales have been recorded from the new licensor.
 
4
 
Our net loss for the six month period ended July 31, 2014 was $79,761 compared to a loss of $357,351 during the same period from the prior fiscal year. During the six month period ended July 31, 2014, we generated $nil in revenue and incurred general and administrative expense of  $30,501, advertising & marketing expense of $nil and management fees of $nil, as compared to general and administrative expense of  $211,418, advertising & marketing expense of $115,979 and management fees of $24,000 for the same period in 2013. The decrease in our general and administrative expenses for the six month period ended July 31, 2014, compared to the same period from the prior fiscal year was due to decreased audit, accounting, legal and filing expenses. The decrease in in our advertising and marketing expense and our management fees was due to the expiration of the marketing agreement between Painmaster and Newmark.
 
The weighted average number of shares outstanding was 121,320,000 for the three month period ended July 31, 2014.
 
 LIQUIDITY AND CAPITAL RESOURCES

As at July 31, 2014, we had $7,166 in assets comprised of $6,848 in cash and $318 in deposits, as compared to $10,047 in assets comprised of $47 in cash and $10,000 in deposits as of January 31, 2014. As at July 31, 2014, our total liabilities were $818,183 comprised of accounts payable of $51,094 and accrued interest of $138,092, advances from a third party of $nil, a promissory Note of $551,925 and advances from related parties of $77,072, as compared total liabilities of $741,303 comprised of accounts payable of $49,269, accrued interest of $88,833, advances from a third party of $4,200, a promissory note of $551,925 and advances from related parties of $47,076.

Stockholders’ deficit increased from $731,256 as of January 31, 2014 to $811,017 as of July 31, 2014.   
 
Item 3.   Quantitative and Qualitative Disclosures About Market Risk.
 
Furnish the information required by Item 305 of Regulation S-K (§ 229.305 of this chapter).
 
Item 4.   Controls and Procedures.

Disclosure Controls and Procedures

As of the end of the period covered by this report, we conducted an evaluation, under the supervision and with the participation of our chief executive officer and chief financial officer of our disclosure controls and procedures (as defined in Rule 13a-15(e) of the Securities Exchange Act of 1934 (the “Exchange Act”)).  Based upon this evaluation, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures are not effective to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms.

Internal Control Over Financial Reporting

There has been no change in our internal control over financial reporting during the current quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
 
 
Item 1. Legal Proceedings.

None
 
Item 1A. Risk Factors.

As a smaller reporting company, we are not required to provide the information required by this Item.
 
Item 2. Unregistered Sales of Securities and Use of Proceeds.

None
 
Item 3. Defaults Upon Senior Securities.

None
 
Item 4. Mine Safety Disclosures

None
 
Item 5. Other Information.

None
 
6
 
Item 6. Exhibits.
 
   
31.1
Rule 13(a)-14(a)/15(d)-14(a) Certification of Chief Executive Officer
   
31.2
Rule 13(a)-14(a)/15(d)-14(a) Certification of Chief Financial Officer *
   
32.1
Section 1350 Certification of Chief Executive Officer
   
32.2
Section 1350 Certification of Chief Financial Officer **

*     Included in Exhibit 31.1
**    Included in Exhibit 32.1
 
7

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 thereunto duly authorized.

   
Avalon Holding Group, Inc.
  
       
Date: September 9, 2014
By:
/s/ Lukasz Swierczek
  
 
Name:
Lukasz Swierczek
  
 
Title:
Chief Executive Officer
  
       
 
 
8