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EX-31 - Avatar Ventures Corp.avatarex31.txt
EX-32 - Avatar Ventures Corp.avatatex32.txt

               U.S. Securities and Exchange Commission

                        Washington, D.C. 20549

                              FORM 10-Q


For the quarterly period ended April 30, 2011



For the transition period from _____________________

Commission File No. 333-147037

                        Avatar Ventures Corp.


            (Name of small business issuer in its charter)



                       (State of Incorporation)

                 (I.R.S. Employer Identification No.)

   27281 Las Ramblas Suite 200 Mission Viejo California 92691


               (Address of principal executive offices)

                             949 420 3100


         (Registrant's telephone number, including area code)



 (Former name, address and 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 o

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. (Check one):

Large accelerated filer o
Accelerated filer o
(Do not check if a smaller reporting company)
Non-accelerated filer o
Smaller reporting company X

Indicate by check mark whether the Registrant is a shell company (as
defined in Rule 12b-2 of Exchange Act)
Yes X No o

The number of shares outstanding of the Registrant's common stock,
par value $.001 per share, at June20, 2011 was 68,634,615


                        Avatar Ventures Corp.
                    (A Development Stage Company)
                            Balance Sheets

                                                              April 30,     July 31,
                                                               2011           2010


Current Assets - Cash and Cash          $450,000     $216

 Website Development Costs                -                  -

TOTAL ASSETS                                   $450,000    $216

Other Assets
Loan Receivable                                    $50,000       -

TOTAL OTHER ASSETS                    $50,000        -

TOTAL ASSETS                                   $500,000   $216


Current Liabilities

     Accounts Payable and                      $10,250     $6,050
Accrued Liabilities - Related

          Loan from Related Party            $15,839     $15,855

TOTAL CURRENT LIABILITIES     $26,089     $21,905

Stockholders' Equity - Common Stock

common shares at $0.001 par value

            Issued and Outstanding:
68,634,615 common shares issued and
outstanding as of April 30, 2011 and      7,385       7,000
7,000,000 common shares issued and
outstanding as of July 31, 2010

Additional Paid-in Capital                      522,115     22,500

Deficit accumulated during the             $(55,589)   $(51,189)
developmental stage

EQUITY                                                $473,911    $(21,689)

STOCKHOLDERS'   EQUITY           $500,000    $216

The accompanying notes are an integral part of these financial

                        Avatar Ventures Corp.
                   (A Developmental Stage Company)
                       Statement of Cash Flows

                                                             For the    For the   August
                                                             Nine       Nine      14, 2006
                                                             Months   Months    (Inception)
                                                             Ended      Ended
                                                            April 30   April 30   to April
                                                            ,2011      ,2010      30, 2011

Cash Flow from Operating

     Net loss for the Period                  $(4,400)    $(6,831)  $(55,589)

Changes in non-cash working
capital items

     Increase (Decrease) in                 $4,200      $6,000     $10,250
Accounts Payable

Net Cash Flow Used in Operating    $(200)      $(831)      $(45,339)

Investing Activities
 Loan Receivable                              $(50,000)   -              $(50,000)

Financing Activities

   Shareholder Loan                           $(16)         $1,000     $15,839

  Proceeds from Stock Issuance       $500,000   -               $529,500

Net Cash Flow Provided by              $499,984  $1,000      $545,339
Financing Activities

Cash Increase during the Period     $449,784     $169       $500,000

Cash, Beginning of Period               $216            $48          -

Cash, End of Period                         $450,000     $216       $450,000

 The accompanying notes are an integral part of these financial

                        Avatar Ventures Corp.
                    (A Development Stage Company)
                       Statements of Operations


                   Three             Three            Nine         Nine          From
                    Months         Months         Months    Months    August 14,
                    Ended April  Ended April  Ended       Ended       2006
                    30, 2011        30, 2010       April 30    April 30    (Inception)
                                          2011             2010         2011           to April 30, 2011


Filing Fees       -                -                      -                $124        $498

Bank                -                 -                     -                $107        $793

                       $600           $600              $4,200        $6,600    $54,097

Office Expense  -              -                    $200            -              $200

Net (loss)      $(600)         $(600)            $(4,400)      $(6,831)  $(55,589)
for the

Net (loss)      0.00              0.00               0.00            0.00         0.00
per share
- Basic
and Diluted

Weighted     5,250,000    7,000,000       7,000,000   7,000,000

- Basic
and Diluted

The accompanying notes are an integral part of these financial

Avatar Ventures Inc.
(A Development Stage Company)
For the Nine Months ended April 30, 2011

1. Nature and Continuance of Operations
Avatar Ventures Inc. was incorporated on August 14, 2006, under the
laws of  the State of Nevada, U.S.A. Operations started on that Date.

Avatar Ventures Inc. is a company that is commencing operations as a
developer of aftermarket electronic accessories for motor vehicles.

These financial statements have been prepared on a going concern basis.
The Company has accumulated a deficit of $55,589 since inception and has yet
to achieve profitable operations and further losses are anticipated in the
development of its business, raising substantial doubt about the Company's
ability to continue as a going concern. Its ability to continue as a going
concern is dependent upon the ability of the Company to generate profitable
operations in the future and/or to obtain the necessary financing to meet its
obligations and repay its liabilities arising from normal business operations
when they come due. Management plans to continue to provide for its
working capital needs by seeking loans from its shareholders. These
financial statements do not include any adjustments to the recoverability and
classification of assets, or the amount and classification of liabilities that
may be necessary should the Company be unable to continue as a
going concern.

The company's year-end is July 31.

The financial statements of the Company have been prepared in accordance
 with accounting- principles generally accepted in the United States of
America. Because a precise determination of many assets and liabilities
 is dependent upon future events, the preparation of financial statements
 for a period necessarily involves the use of estimates, which have been
made using careful judgment. Actual results may vary from these

The financial statements have, in management's opinion, been properly
 prepared within the framework of the significant accounting policies
summarized below:

Foreign Currency Translation
Monetary assets and liabilities denominated in foreign currencies are
translated into US dollars at the period end exchange rate, non-monetary assets
are translated at historical exchange rates and all income and expenses are
translated at average exchange rates prevailing during the period. Foreign
currency translation adjustments are included in income.

Fair Value of Financial Instruments
The respective carrying value of certain on-balance sheet financial instruments
approximate their fair values. These financial statements include cash,
receivables, advances receivable, cheques issued in excess of cash, accounts
payable and property obligations payable. Unless otherwise noted, it is
management's opinion that the Company is not exposed to significant interest,
currency or credit risks arising from these financial instruments. Unless
 otherwise noted, fair values were assumed to approximate carrying values
 for these financial instruments since they are short term in nature and their
carrying amounts approximate fair values or they are receivable or payable
on demand.

Use of Estimates
The preparation of financial statements in accordance with generally
accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities
and disclosures of contingent assets and liabilities at the date of the
financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could materially differ from
these estimates.

Development Stage Company
The Company complies with the FASB Accounting Standards Codification
 (ASC) Topic 915 Development Stage Entities for its characterization of the
Company as development stage.

Impairment of Long Lived Assets
Long-lived assets are reviewed for impairment in accordance with ASC
Topic 360, "Accounting for the Impairment or Disposal of Long- lived Assets
". Under ASC Topic 360, long-lived assets are tested for recoverability
whenever events or changes in circumstances indicate that their carrying
amounts may not be recoverable. An impairment charge is recognized or
the amount, if any, which the carrying value of the asset exceeds
the fair value.

Financial Instruments
The carrying value of the Company's financial instruments consisting of
cash equivalents and accounts payable and accrued liabilities approximates
their fair value because of the short maturity of these instruments. Unless
otherwise noted, it is management's opinion that the Company is not exposed
to significant interest, currency or credit risks arising from these financial

Income Taxes
The Company uses the assets and liability method of accounting for
income taxes in accordance with FASB Topic 740 "Accounting for Income
Taxes". Under this method, deferred tax assts 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.

Basic and Diluted Net Loss Per Share
In accordance with FASB Topic 260, "Earnings Per Share', the basic net
loss per common share is computed by dividing net loss available to common
stockholders by the weighted average number of common shares outstanding.
Diluted net loss per common share is computed similar to basic net 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. As at April 30, 2011, diluted net loss per share
is equivalent to basic net loss per share.

New Accounting Standards
Management does not believe that any recently issued, but not yet effective
accounting standards if currently adopted could have a material effect on the
accompanying financial  statements.

On July 21, 2007, the Company issued 4,500,000 common shares at $0.001
 per share to the sole director of the Company for total proceeds of $4,500.

On May 20, 2008, the Company issued 2,500,000 common shares at
 $0.01 per share for total proceeds of $ 25,000.

On January 28, 2011, the Company cancelled 1, 750,000 common shares.

On January 28, 2011, the Company's Board of Directors approved of a 12
for one common stock dividend (the dividend) of the Company's issued and
outstanding common stock, par value .001, with a record date of February
3,2011 and a payment date of February 8, 2011. Each shareholder will receive
a dividend of twelve (12) common shares for every one (1) share owned on
the record date.

The company had 5,250,000 shares issued and outstanding prior to the
dividend and as a result of the common stock dividend; the company
will have 68,250,000 common shares issued and outstanding following
the dividend.

On May 5, 2011, Avatar Ventures Corp., a Nevada corporation
("Avatar Ventures") entered into a Subscription Agreement with a
non-U.S. company as the purchaser, pursuant to which Avatar Ventures
offered and sold 384,615 shares of common stock, par value $.001 per
share, at a purchase price of approximately $1.30 per share for aggregate
proceeds of $500,000 in cash.  The Subscription Agreement had been
signed by the purchaser on April 24, 2011, and aggregate proceeds of
$500,000 were received by Avatar Ventures on April 29, 2011. Issued -
7,000,000 common shares at a price of $0.001 per share Authorized -
75,000,000 common shares with a par value of $0.001 per share.

The Company's sole officer has loaned the company $15,839 without
interest and fixed term of repayment.

The Company has loaned the amount of $50,000 to a related party
called App Marketing Solutions.  The loan is unsecured, bears no
interest and repayment is due on April 29, 2013.

Item 2: Management's Discussion and Analysis of Financial Condition
and Results of Operations

Caution about Forward-Looking Statements

This quarterly report contains forward-looking statements. These
statements relate to future events or our future financial
performance. In some cases, you can identify forward-looking
statements by terminology such as "may", "should", "expects",
"plans", "anticipates", "believes", "estimates", "predicts",
"potential" or "continue" or the negative of these terms or other
comparable terminology. These statements are only predictions and
involve known and unknown risks, uncertainties and other factors,
that may cause our or our industry's actual results, levels of
activity, performance or achievements to be materially different
from any future results, levels of activity, performance or
achievements expressed or implied by these forward-looking
statements. Although we believe that the expectations reflected in
the forward-looking statements are reasonable, we cannot guarantee
future results, levels of activity, performance or achievements.
Except as required by applicable law, including the securities laws
of the United States, we do not intend to update any of the
forward-looking statements to conform these statements to actual

Our unaudited financial statements are stated in United States
Dollars (US$) and are prepared in accordance with United States
Generally Accepted Accounting Principles. The following discussion
should be read in conjunction with our financial statements and the
related notes that appear elsewhere in this quarterly report. The
following discussion contains forward-looking statements that
reflect our plans, estimates and beliefs. Our actual results could
differ materially from those discussed in the forward looking
statements. Factors that could cause or contribute to such
differences include, but are not limited to, those discussed below
and elsewhere in this quarterly report.

In this quarterly report, unless otherwise specified, all dollar
amounts are expressed in United States dollars. All references to
"US$" refer to United States dollars and all references to "common
shares" refer to the common shares in our capital stock.

As used in this quarterly report, the terms "we", "us", "our", "our
company" and "Avatar" mean Avatar Ventures Corp., unless otherwise


Avatar Ventures Corp. was incorporated in the state of Nevada on
August 23, 2006. Avatar intends to be a developer of aftermarket
electronic accessories for consumer motor vehicles. The Company's
first product in development is a cellular phone car adapter which
enables to cellular text messages and wireless emails to be
displayed on a small LCD screen attached to the car's dashboard
area. Text message and emails received by the user's cellular phone
will be wirelessly transmitted to the car adapter via Bluetooth
technology. We expect that a working, prototype will be completed by
the end of July 2010. We currently have not advanced beyond the
business plan state from our inception until the date of this
filing. We anticipate that in order for us to begin
commercialization and sale of the product, we will need to raise
additional capital. We currently do not have any specific plans to
raise these funds.

Results of Operations

Avatar has not generated any revenues for the nine months ended
April 30, 2011.

The Company experienced general and administration expenses of
$4,400 for the nine months ended April 30, 2011, compared to general
and administration expenses of $6,831 for the nine months ended
April 30, 2010. The increase in expenses experienced by the Company
has been related to a increase in professional expenses spent by
Company on maintaining the Company's status as a publicly reporting
company. Since the Company's inception of August 17, 2006, the
Company has experienced total general and administration expenses of

For the nine months ended April 30, 2011, the company experienced a
net loss of $4,400.

Liquidity and Capital Resources

During the nine months period ended April 30, 2011, the Company
satisfied its working capital needs by using capital raised from
issuing common shares to investors and loans from the director. As
of April 30, 2011, the Company has cash on hand in the amount of
$500,000. Management does not expect that the current level of cash on
hand will be sufficient to fund our operation for the next twelve
month period. In the event that additional funds are required to
maintain operations, our officers and directors have agreed to
advance us sufficient capital to allow us to continue operations. We
may also be able to obtain more future loans from our shareholders,
but there are no agreements or understandings in place currently.

We believe that we will require additional funding to expand our
business and ensure its future profitability. We anticipate that any
additional funding will be in the form of equity financing from the
sale of our common stock. However, we do not have any agreements in
place for any future equity financing. In the event we are not
successful in selling our common stock, we may also seek to obtain
short-term loans from our director.

Item 3. Quantitative Disclosures About Market Risks

As a "smaller reporting company", we are not required to provide the
information required by this Item.

Item 4. Controls and Procedures

We maintain disclosure controls and procedures that are designed to
ensure that information required to be disclosed in our reports
filed under the Securities Exchange Act of 1934, as amended, is
recorded, processed, summarized and reported within the time periods
specified in the Securities and Exchange Commission's rules and
forms, and that such information is accumulated and communicated to
our management, including our president (our principal executive
officer, principal accounting officer and principal financial
officer) to allow for timely decisions regarding required
disclosure. In designing and evaluating our disclosure controls and
procedures, our management recognizes that any controls and
procedures, no matter how well designed and operated, can provide
only reasonable assurance of achieving the desired control
objectives, and our management is required to apply its judgment in
evaluating the cost-benefit relationship of possible controls and

As of October 31, 2009, the end of the three month period year
covered by this report, our president (our principal executive
officer, principal accounting officer and principal financial
officer) carried out an evaluation of the effectiveness of the
design and operation of our disclosure controls and procedures.
Based on the foregoing, our president (our principal executive
officer, principal accounting officer and principal financial
officer) concluded that our disclosure controls and procedures were
effective as of the end of the period covered by this annual report.

There have been no changes in our internal controls over financial
reporting that occurred during the period ended October 31, 2009
that have materially affected, or are reasonably likely to
materially affect, our internal controls over financial reporting.


Items 1. Legal Proceedings

We know of no material, existing or pending legal proceedings
against our company, nor are we involved as a plaintiff in any
material proceeding or pending litigation. There are no proceedings
in which any of our directors, officers or affiliates, or any
registered or beneficial shareholder, is an adverse party or has a
material interest adverse to our interest.

Item 1A. Risk Factors

Much of the information included in this quarterly report includes
or is based upon estimates, projections or other "forward looking
statements". Such forward looking statements include any projections
or estimates made by us and our management in connection with our
business operations. While these forward-looking statements, and any
assumptions upon which they are based, are made in good faith and
reflect our current judgment regarding the direction of our
business, actual results will almost always vary, sometimes
materially, from any estimates, predictions, projections,
assumptions or other future performance suggested herein.

Such estimates, projections or other "forward looking statements"
involve various risks and uncertainties as outlined below. We
caution the reader that important factors in some cases have
affected and, in the future, could materially affect actual results
and cause actual results to differ materially from the results
expressed in any such estimates, projections or other "forward
looking statements".

Our common shares are considered speculative during the development
of our new business operations. Prospective investors should
consider carefully the risk factors set out below.




Trading in our common shares on the OTC Bulletin Board is limited
and sporadic making it difficult for our shareholders to sell their
shares or liquidate their investments.

Our common shares are currently listed for public trading on the OTC
Bulletin Board. The trading price of our common shares has been
subject to wide fluctuations. Trading prices of our common shares
may fluctuate in response to a number of factors, many of which will
be beyond our control. The stock market has generally experienced
extreme price and volume fluctuations that have often been unrelated
or disproportionate to the operating performance of companies with
no current business operation. There can be no assurance that
trading prices and price earnings ratios previously experienced by
our common shares will be matched or maintained. These broad market
and industry factors may adversely affect the market price of our
common shares, regardless of our operating performance.

In the past, following periods of volatility in the market price of
a company's securities, securities class-action litigation has often
been instituted. Such litigation, if instituted, could result in
substantial costs for us and a diversion of management's attention
and resources.

Our stock is a penny stock. Trading of our stock may be restricted
by the SEC's penny stock regulations which may limit a stockholder's
ability to buy and sell our stock.

Our stock is a penny stock. The Securities and Exchange Commission
has adopted Rule 15g-9 which generally defines "penny stock" to be
any equity security that has a market price (as defined) less than
$5.00 per share or an exercise price of less than $5.00 per share,
subject to certain exceptions. Our securities are covered by the
penny stock rules, which impose additional sales practice
requirements on broker-dealers who sell to persons other than
established customers and "accredited investors". The term
"accredited investor" refers generally to institutions with assets
in excess of $5,000,000 or individuals with a net worth in excess of
$1,000,000 or annual income exceeding $200,000 or $300,000 jointly
with their spouse. The penny stock rules require a broker-dealer,
prior to a transaction in a penny stock not otherwise exempt from
the rules, to deliver a standardized risk disclosure document in a
form prepared by the SEC which provides information about penny
stocks and the nature and level of risks in the penny stock market.
The broker-dealer also must provide the customer with current bid
and offer quotations for the penny stock, the compensation of the
broker-dealer and its salesperson in the transaction and monthly
account statements showing the market value of each penny stock held
in the customer's account. The bid and offer quotations, and the
broker-dealer and salesperson compensation information, must be
given to the customer orally or in writing prior to effecting the
transaction and must be given to the customer in writing before or
with the customer's confirmation. In addition, the penny stock rules
require that prior to a transaction in a penny stock not otherwise
exempt from these rules; the broker-dealer must make a special
written determination that the penny stock is a suitable investment
for the purchaser and receive the purchaser's written agreement to
the transaction. These disclosure requirements may have the effect
of reducing the level of trading activity in the secondary market
for the stock that is subject to these penny stock rules.
Consequently, these penny stock rules may affect the ability of
broker-dealers to trade our securities. We believe that the penny
stock rules discourage investor interest in and limit the
marketability of our common stock.

The Financial Industry Regulatory Authority, or FINRA, has adopted
sales practice requirements which may also limit a stockholder's
ability to buy and sell our stock.

In addition to the "penny stock" rules described above, FINRA has
adopted rules that require that in recommending an investment to a
customer, a broker-dealer must have reasonable grounds for believing
that the investment is suitable for that customer. Prior to
recommending speculative low priced securities to their
non-institutional customers, broker-dealers must make reasonable
efforts to obtain information about the customer's financial status,
tax status, investment objectives and other information. Under
interpretations of these rules, FINRA believes that there is a high
probability that speculative low priced securities will not be
suitable for at least some customers. FINRA requirements make it
more difficult for broker-dealers to recommend that their customers
buy our common stock, which may limit your ability to buy and sell
our stock and have an adverse effect on the market for our shares.

Item 2 Unregistered Sales of Equity Securities and Use of Proceeds


Item 3 Defaults Upon Senior Securities


Item 4 Submission of Matters to a Vote of Security Holders


Item 5 Other Information


Item 6: Exhibits

(a)   The following exhibit is filed as part of this report:

        31.1  Certification of Principal Executive Officer and
Principal Financial Officer filed pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002

        32.1  Certification of Principal Executive Officer and
Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002


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 June 20, 2011.

June 20, 2011

/s/  Jack G Stevenson__________________

Mr. Jack G Stevenson, President