-----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, Nv319Lk8ZMxjaPWEc9p8ixWtc0hjN05wYIA9o8VJNpLynBh/AZ5t01f8wni9otf1 0J0JyTCYwgqx9UCr3HME0w== 0001000096-06-000154.txt : 20060407 0001000096-06-000154.hdr.sgml : 20060407 20060407095510 ACCESSION NUMBER: 0001000096-06-000154 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060406 ITEM INFORMATION: Completion of Acquisition or Disposition of Assets FILED AS OF DATE: 20060407 DATE AS OF CHANGE: 20060407 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Avalon Oil & Gas, Inc. CENTRAL INDEX KEY: 0000918573 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 841168832 STATE OF INCORPORATION: CO FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-12850 FILM NUMBER: 06746674 BUSINESS ADDRESS: STREET 1: 7000 FLOUR EXCHANGE BUILDING STREET 2: 310 FOURTH AVENUE SOUTH CITY: MINNEAPOLIS STATE: MN ZIP: 55415 BUSINESS PHONE: 6123599020 MAIL ADDRESS: STREET 1: 7000 FLOUR EXCHANGE BUILDING STREET 2: 310 FOURTH AVENUE SOUTH CITY: MINNEAPOLIS STATE: MN ZIP: 55415 FORMER COMPANY: FORMER CONFORMED NAME: XDOGS COM INC DATE OF NAME CHANGE: 20000225 FORMER COMPANY: FORMER CONFORMED NAME: SLED DOGS CO DATE OF NAME CHANGE: 19950112 FORMER COMPANY: FORMER CONFORMED NAME: SNOWRUNNER INC DATE OF NAME CHANGE: 19940203 8-K 1 avalon8k462006.txt FORM 8-K 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) April 6, 2006 Avalon Oil & Gas, Inc. ---------------------------------------------------- (Exact name of registrant as specified in its charter) Nevada 1-12850 84-1168832 - ------ ------- ---------- (State or other jurisdiction) (Commission File (IRS Employer of incorporation) File Number) Identification No.) 7000 Flour Exchange Bldg, 310 Fourth Avenue South, Minneapolis, MN 55415 - ------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (612) 359-9020 ----------------------------------------------------------------- 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 Instructions 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-4(c) SECTION 2 - FINANCIAL INFORMATION ITEM 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS. BUSINESS Avalon Oil & Gas, Inc. announced today that it has signed a Letter of Intent to acquire a fifty percent (50%) working interest, in a 266.73-acre oil and gas lease in Starr County, Texas, from Canyon Creek Oil and Gas, Inc. The 266.73 acre property has four shut-in oil and gas wells. The lease is located in the Boyle Field, an oil field that has produced over 1,259,000 barrels of oil. Avalon Oil & Gas conservatively estimates the remaining reserves total over 1,283,000 barrels of oil and 242,900 mcfg. Avalon and Canyon Creek will hire an engineering firm to oversee the implementation of a water flood project to recover the maximum amount of oil from the reservoir. Once the water flood procedure is fully operational, the Company projects monthly cash flow, assuming prices of $60.00/barrel of oil and $6.50/mcfg, at nearly $500,000, after deducting for lease royalties, operating expenses and taxes. The Company intends to drill and complete ten additional wells during the next twelve months to further develop the oil reserves. Oil production is projected to reach 1,000 barrels of oil per day when the lease is fully developed. Canyon Creek Oil and Gas, Inc., is a subsidiary of Universal Property Development and Acquisition Corporation (OTCBB: UPDA). EXHIBITS Exhibit 10.1 Form of Letter of Intent, dated as of April 6, 2006, by and among the Company and Universal Property Development and Acquisition Corporation 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. April 6, 2006 By: /s/ Kent Rodriguez ------------------------------- Name: Kent Rodriguez Title: CEO EX-10.1 2 avalon8k462006exh101.txt MATERIAL CONTRACTS Exhibit 10.1 Avalon Oil and Gas, Inc. 7000 Flour Exchange Building 310 Fourth Avenue South Minneapolis, Minnesota 55415 April 6, 2006 Mr. Kamal Abdallah Chairman of the Board Canyon Creek Oil and Gas, Inc. 14255 US HWY 1, Suite 209 Juno Beach, FL 33408 Re: Starr County, Texas. Dear Kamal: We are writing to you as Chairman of the Board of Canyon Creek Oil and Gas, Inc., a Nevada Corporation ("CCOG"), to express Avalon Oil and Gas, Inc.'s ("AOGS") intention to acquire fifty percent (50%) of CCOG's working interest in the leasehold as described in Exhibit "A" ("The Leasehold"). This letter is intended to indicate AOGS intention to proceed with a due diligence investigation of The Leasehold and to negotiate with CCOG in good faith a definitive agreement containing the terms and conditions set forth below (the "Definitive Agreement"). We propose the following basic terms and conditions for the Transaction: 1. Form of Transaction. AOGS will remit to UPDA $75,000.00 on or before April 30, 2005 and issue and deliver seven million five hundred thousand (7,500,000) shares of its common stock to UPDA. Upon closing of the Transaction, AOGS would acquire fifty percent (50%) of CCOG's working interest in The Leasehold free and clear of all claims, liens or encumbrances of any kind except for those liabilities of CCOG which, after completion of due diligence, AOGS expressly agrees to assume (the "Assumed Liabilities"). 2. Representations and Warranties by CCOG and its Major Stockholders. The Definitive Agreement would contain customary representations and warranties by CCOG relating to the business and financial condition, assets, operations, affairs and prospects of The Leasehold. All of CCOG's representations and warranties would last for a period of 12 months. The Definitive Agreement would require CCOG to indemnify and hold AOGS harmless against claims, liabilities and other expenses and damages, including attorneys' fees and expenses, related to a breach of any representation or warranty made by CCOG in the Definitive Agreement. 3. Conditions to Closing on Stock Exchange. The Definitive Agreement would contain a variety of terms and conditions to be satisfied by the parties prior to Closing on the Transaction. Such conditions would include AOGS completion to AOGS satisfaction of the investigation of The Leasehold's operations, equipment, title opinion, and reserve report, and the determination by AOGS'S independent accountants that the there is sufficient financial information to comply with SEC requirements. 4. Due Diligence Investigation. Upon execution of this letter, CCOG agrees to permit AOGS and its employees, attorneys, accountants and other agents to have full and free access, during normal business hours, to the books and records of CCOG and to CCOG's premises, employees, customers and suppliers as the foregoing relates to The Leasehold or the Transaction in general (AOGS will work closely with CCOG's senior management to avoid disruption of CCOG's relationships with such parties) for the purpose of investigating the operation and assets of The Leasehold. AOGS agrees to permit UPDA and its employees, attorneys, accountants and other agents to have full and free access, during normal business hours, to the books and records of AOGS and to AOGS premises. 5. Confidentiality. Each party, for itself and its respective employees, stockholders and agents, agrees to keep confidential (i) the existence and terms of this letter and (ii) all confidential information provided by or through a party to the other. Confidential information includes all business and financial information of a party, whether disclosed prior to or after execution of this letter, including financial statements, tax returns, business and marketing plans and customer and supplier data. Despite the foregoing, "confidential information" does not include publicly available information, information obtained from a third party source not under an agreement or obligation to maintain the confidentiality of such information and information independently developed by a party without the use of any otherwise confidential information. 6. Definitive Agreement, Closing Date and Operations. The parties agree promptly to commence negotiations of the terms and conditions of the Definitive Agreement in good faith in accordance with the provisions of this letter with the intention of executing a Definitive Agreement on or prior to a Closing Date of April 30, 2006. After the execution of this letter and through the later of the date of execution of the Definitive Agreement, and except as otherwise contemplated by this letter, CCOG agrees to operate The Leasehold in the ordinary course and in a manner consistent with the operations thereof prior to execution of this letter. If the provisions of this letter correctly summarize our agreement, please indicate so by your signatures below. This agreement may be executed in counter parts Very truly yours, Avalon Oil & Gas, Inc. By: /s/ Kent Rodriguez --------------------------------------- Kent Rodriguez, Chief Executive Officer Agreed to and accepted: Canyon Creek Oil and Gas, Inc. By: /s/ Kamal Abdallah -------------------------------------- Kamal Abdallah, Chairman of the Board EXHIBIT "A" This acreage, covered by the Oil and Gas Lease between LA VRISA LAND PARTNERSHIP, a Texas general Partnership, M.M. GARG OIL, A Texas Joint Venture, DORCHESTER MINERALS ACQUISTION, LP, an Oklahoma limited partnership, THE ROSE S. VAN WERT; and the ROSE S. VAN WERT TRUST NO. 2, (collectively as "LESSEE"), and TREND GROUP INC., a Texas Corporation ("LESSEE") aggregates to 266.73 acres of land, more or less in Starr County, Texas, situated in part of Porcion 91, Josefa Benavides Survey, Abstract No., 41; J. M. Jones Survey No. 908, Abstract No. 846; M. M. Garcia Survey No. 972, Abstract No. 1143; and Porcion 92, Santiago Lopez Survey, Abstract No. 128; LIMITED TO THOSE DEPTHS BETWEEN THE SURFACE OF THE LAND AND 6000' SUBSURFACE. The specific description of the leased premises and property which this lease covers and includes is set forth in the six tracts as follow, to-wit: TRACT ONE: 120 acres of land, more or less, being the East half of Lots No. 5, 6, 7, 8, 9 and 10, DeGaaffe Subdivison, Porcion 91, Josefa Benavides Survey, Abstract No., 41, Starr County, Texas. TRACT TWO: 70 acres of land, more or less, being the East seven-eighths of Lots No. 11 and 12, DeGaaffe Subdivison, Porcion 91, Josefa Benavides Survey, Abstract No., 41, Starr County, Texas. TRACT THREE: 35 acres, more or less, being the East seven-eights of the North half of Lot No. 13, DeGaaffe Subdivison, Porcion 91, Josefa Benavides Survey, Abstract No., 41, Starr County, Texas. TRACT FOUR: (INTENTIONALLY LEFT BLANK) TRACT FIVE: 16 acres, more or less, being all of M. M. Garcia Survey No. 972, Abstract No. 1143, Starr County, Texas TRACT SIX: 25.73 acres, more or less, Porcion 92, Santiago Lopez Survey, Abstract No. 128, Starr County, Texas. BEGINNING at the Northwest Corner of Porcion 92, for the Northwest Corner of this tract; THENCE, in an easterly direction with the North line of said Porcion 934' to the Northeast Corner of this tract; THENCE, in a southerly direction to the West line of said Porcion and 1200' to the Southeast Corner of this tract, THENCE, in a westerly direction parallel to the North line of said Porcion 934' to he West line of said Porcion for the Southwest Corner of this tract; THENCE, in a northerly direction with the West line of said Porcion 1200' to the Northwest Corner of this tract, the North Corner of the said Porcion 92, and the POINT OF BEGINNING, enclosing 25.73 acres in this survey. -----END PRIVACY-ENHANCED MESSAGE-----