-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, NTgcqCgYzfPSpV9Two6ATz6Fxwxvqh+f2dYhr6xch1xIj5joMyys7mCLxkccGI4V y+75i9qyo0xrEiMf/3JJcg== 0001091818-05-000167.txt : 20050517 0001091818-05-000167.hdr.sgml : 20050517 20050517163810 ACCESSION NUMBER: 0001091818-05-000167 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20050517 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050517 DATE AS OF CHANGE: 20050517 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AVALON ENERGY CORP. CENTRAL INDEX KEY: 0000746631 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 880195105 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-13577 FILM NUMBER: 05839197 BUSINESS ADDRESS: STREET 1: 1288 ALBERNI STREET SUITE 806 STREET 2: VANCOUVER CITY: VANCOUVER STATE: A1 ZIP: V6E 4R8 BUSINESS PHONE: 6046640499 MAIL ADDRESS: STREET 1: 1288 ALBERNI STREET STE. 806 STREET 2: VANCOUVER CITY: VANCOUVER STATE: A1 ZIP: V6E 4R8 FORMER COMPANY: FORMER CONFORMED NAME: AVALON GOLD CORP DATE OF NAME CHANGE: 20020513 FORMER COMPANY: FORMER CONFORMED NAME: ASDAR GROUP INC DATE OF NAME CHANGE: 20010628 FORMER COMPANY: FORMER CONFORMED NAME: ASDAR INC DATE OF NAME CHANGE: 19970304 8-K 1 avgc051705_8k.txt CURRENT REPORT 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): May 17, 2005 Nevada Avalon Energy Corporation (State or other jurisdiction of (Exact name of registrant as incorporation or organization) specified in its charter) 88-0195105 (I.R.S. Employer Identification No.) 1288 Alberni Street, Suite 806, Vancouver, British Columbia, Canada (Address of principal executive offices) V6E 4R8 (Zip Code) (604) 664-0499 (Registrant's telephone number, including area code) Avalon Gold Corporation (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: [_] 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-4(c)) ============================================================================= SECTION 5 - CORPORATE GOVERNANCE AND MANAGEMENT ITEM 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers. 1. RESIGNATION OF REGISTRANT'S DIRECTORS: On May 17, 2005, the Registrant accepted the resignation of Carlton Parfitt as President and Chief Executive Officer of the Registrant. The resignation was not motivated by a disagreement with the Registrant on any matter relating to the Registrant's operations, policies or practices. On May 17, 2005, the Registrant accepted the resignation of Robert Klein as Secretary, Treasurer and Chief Financial Officer of the Registrant. The resignation was not motivated by a disagreement with the Registrant on any matter relating to the Registrant's operations, policies or practices. 2. APPOINTMENT OF REGISTRANT'S OFFICERS AND DIRECTORS: On May 17, 2005, Robert Klein was appointed President and Chief Executive Officer of the Registrant. On May 17, 2005, Carlton Parfitt was appointed Secretary, Treasurer and Chief Financial Officer of the Registrant. SECTION 9. EXHIBITS. (c) Exhibits Exhibit No. Description - ----------- -------------------------- 10.01 Robert Klein Letter of Consent to Act and Resignation. 17.01 Carlton Parfitt Letter of Resignation and Consent to Act. 99.01 Press Release SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on behalf of the undersigned, thereunto duly authorized. Avalon Energy Corporation /s/: Robert Klein By: ---------------- Robert Klein, President DATED: May 17, 2005 EX-10.01 2 ex10_01.txt MATERIAL CONTRACT [Letterhead] Robert Klein Avalon Energy Corporation Suite 806-1288 Alberni Street Vancouver, BC V6E 4N5 May 17, 2005 Attention: Board of Directors Dear Sirs: This letter is to confirm my acceptance of the position of President and CEO of Avalon Energy Corporation. I hereby resign as the Secretary, Treasurer and CFO of the Company.. I will remain as a Director of the Company. Yours truly, /s/: Robert Klein __________________________ Robert Klein Director EX-17.01 3 ex17_01.txt DIRECTOR RESIGNS LETTER Exhibit 17.01 [Letterhead] Carlton Parfitt Avalon Energy Corporation Suite 806 - 1288 Alberni Street Vancouver, BC V6E 4N5 Attention: Board of Directors Dear Sirs: I hereby resign as the President and CEO of Avalon Energy Corporation. I will remain as a Director of the Company. I hereby accept the position of Secretary, Treasurer and CFO of the Company. Yours truly, /s/: Carlton Parfitt __________________________ Carlton Parfitt Director Effective this 17th day of May, 2005. EX-99.01 4 ex99_01.txt NEWS RELEASE Exhibit 99.01 Avalon Energy Corporation Corporate Office Administration Office 177 Telegraph Road, Suite 530 1288 Alberni Street, Suite 806 Bellingham, WA 98226 Vancouver, BC V6E 4N5 Tel: 1-888-488-6882 Fax: 1-604-664-0498 www.avalonenergy.ws PRESS RELEASE NEW PRESIDENT FOR AVALON Bellingham, WA - May 17, 2005 - Avalon Energy Corporation (OTC BB: AVLN) announces that Robert Klein, a current company director has accepted the position of President and CEO of Avalon. Mr. Klein has been with the Company for several years and has been instrumental in assembling the technical team to develop the Uinta Basin prospect. Mr. Klein has continuously been involved in the oil and gas industry for almost thirty years. This has included origination, acquisition, and financing of a variety of energy related projects. He was the first to recognize the potential of the LAK project also held by the Company, recognizing its SAGD potential. This project has seen in excess of $12,000,000USD capital investment to date. There will be a meeting with the Ashley National Forest regulators on May 20, 2005 that Mr. Klein will be attending on behalf of Avalon along with the personnel from EIS Environmental & Engineering Consulting and Oso Energy Resources regarding the proposed drilling program. "I am extremely pleased to have the opportunity of involvement in a project of such magnitude as the Uinta Basin Prospect at this early stage," states Mr. Klein. Outgoing President, Carlton Parfitt will remain a director of the Company. On behalf of the Company, /s/Carlton Parfitt - ------------------------- Carlton Parfitt, Director For further information contact investor relations: 1-888-488-6882 Visit our website at www.avalonenergy.ws Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995: The statements contained herein which are not historical fact are forward-looking statements that are subject to risks and uncertainties that could cause actual results to differ materially from those expressed in the forward-looking statements, including, but not limited to, certain delays in testing and evaluation of products an other risks detailed from time to time in Avalon's filings with the Securities & Exchange Commission. -----END PRIVACY-ENHANCED MESSAGE-----