-----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, I9VtSEzXpdDr4muCwD3rFQw4AEk3kH1sW1ch3UJJGr9mSsmjeq6THYPSJeRRtXPt f9cBs1TWtKtTg54MJ3Hh7A== 0001050502-07-000376.txt : 20071023 0001050502-07-000376.hdr.sgml : 20071023 20071023165539 ACCESSION NUMBER: 0001050502-07-000376 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20071022 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers FILED AS OF DATE: 20071023 DATE AS OF CHANGE: 20071023 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: 071186085 BUSINESS ADDRESS: STREET 1: 7807 CREEKRIDGE CIRCLE STREET 2: SUITE 105 CITY: MINNEAPOLIS STATE: MN ZIP: 55439 BUSINESS PHONE: 6123599020 MAIL ADDRESS: STREET 1: 7807 CREEKRIDGE CIRCLE STREET 2: SUITE 105 CITY: MINNEAPOLIS STATE: MN ZIP: 55439 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 avalon8k10-22.txt 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): October 22, 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) 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 -------------------------------- Kent Rodriguez, President -----END PRIVACY-ENHANCED MESSAGE-----