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EX-31.1 - CERTIFICATION - Avalon Holding Group, Inc.ex311.htm
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 10-Q
 
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the quarterly period ended July 31, 2011
 
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
 
(I.R.S. Employer
incorporation or organization
 
Identification No.)
 
6536 102nd Place NE, Kirland, WA 98033 USA
(Address of principal executive offices)

None
(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 [  ]   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                         [  ] (Do not check if a smaller reporting company)         Smaller reporting company  [X]
                                                                                                                                                                                                                          
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [  ] No [X]

 
1

 
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 [  ]
 
SEC 1296 (02-08) Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
 
APPLICABLE ONLY TO CORPORATE ISSUERS:
 

Number of shares outstanding of the registrant’s class of common stock as of September 12, 2011:  121,320,000
 
2

 
AVALON HOLDING GROUP, INC
(A Development Stage Company)
FINANCIAL STATEMENTS
JULY 31, 2011



 
  Page
   
 BALANCE SHEET
4
   
 STATEMENTS OF OPERATIONS
5
   
 STATEMENTS OF CASH FLOWS
6
   
 NOTES TO THE FINANCIAL STATEMENTS
7 to 10
 
 
 
3

 
Avalon Holding Group, Inc
(A Development Stage Company)
BALANCE SHEETS
 
   
July 31, 2011
(unaudited)
   
January 31, 2011
(audited)
 
             
Current
           
Cash
  $ -     $ -  
Total Current Assets
    -       -  
                 
Total Assets
  $ -     $ -  
                 
                 
Liabilities and Stockholders’ (Deficit)
               
                 
Current Liabilities
               
Accounts payable
  $ 3,661     $ 18,003  
Advances
    9,000       9,000  
Advances from director
    32,614       12,935  
                 
Total Liabilities
  $ 45,275     $ 39,938  
                 
Stockholders’ (Deficit)
               
                 
Common stock, $0.001 par value, 500,000,000 shares
               
       Authorized;
               
121,320,000 shares issued and outstanding
  $ 121,320     $ 121,320  
       Additional paid-in-capital
    (92,820       (92,820 )
       Deficit accumulated during the development stage
    (73,775       (68,438 )
                 
Total Stockholders’ (Deficit)
  $ (45,275     $ (39,938 )
                 
Total Liabilities and Stockholders’ (Deficit)
  $ -     $ -  

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

 
4

 
 
 Avalon Holding Group, Inc
(A Development Stage Company)
STATEMENTS OF OPERATIONS
 (Unaudited)

   
Six Months Ended
July 31, 2011
   
Six Months Ended
July 31, 2010
   
From Inception on July 28, 2008 to July 31, 2011
 
                   
Revenue
                 
Revenue
  $ -     $ -     $ 446  
       Total revenue
  $ -       -     $ 446  
                         
Expenses
                       
General and administrative
    5,337       18,243       64,321  
Depreciation
    -       -       965  
       Total expenses
    5,337       18,243       65,286  
                         
Loss before other income (expense):
    (5,337 )     (18,243 )     (64,840 )
                         
Loss on disposal of equipment
    -       -       (8,935 )
              -          
Net Loss
  $ (5,337 )   $ (18,243 )   $ (73,775 )
                         
Loss per common share – basic and diluted
  $ -     $ -          
                         
Weighted Average Number of common shares outstanding – basic and diluted
    121,320,000       121,320,000          

The accompanying notes are an integral part of these financial statements.
 
5

 
Avalon Holding Group, Inc
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
 (Unaudited)
   
Six Months Ended
July 31, 2011
   
 
Six Months Ended
July 31, 2010
   
From Inception on July 28, 2008 to July 31, 2011
 
                   
Operating Activities
                 
      Net loss
  $ (5,337 )   $ (18,243 )   $ (73,775 )
       Depreciation
    -       -       965  
       Loss on disposal of equipment
    -       -       8,935  
            Changes in operating assets and liabilities:                        
  Accounts payable
    (14,342 )     13,684       3,661  
Net Cash used in operating activities
    (19,679 )     (4,559 )     (60,214 )
                         
Investing Activities
                       
Purchase of vending equipment
    -       -       (9,900 )
Net cash used in investing activities
    -       -       (9,900 )
                         
Financing Activities
                       
       Advances (Note 7)
    -       -       9,000  
       Advances from director (Note 8)
    19,679       4,559       32,614  
       Issuance of common stock (Note 5)
    -       -       28,500  
       Net cash provided by financing activities 
    19,679       4,559       70,114  
                         
Net increase (decrease) in cash and equivalents
    -       -       -  
Cash at beginning of the period
    -       -       -  
                         
Cash at end of the period
  $ -     $ -     $ -  
                         
 
                       
Supplemental disclosure of cash flow information:                        
       Cash paid for:
                       
       Interest
  $ -     $ -     $ -  
       Income taxes
  $ -     $ -     $ -  
 
The accompanying notes are an integral part of these financial statements.


 
6

 
AVALON HOLDING GROUP, INC
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
July 31, 2011
 (Unaudited)


1.  ORGANIZATION, BASIS OF PRESENTATION 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.

b)
Development Stage Activities
The Company is in the development stage as defined under ASC 915 and commenced operations in the entertainment and amusement industry by placing and operating amusement gaming machines in public venues with high traffic flow in Russia. For the period from inception on July 28, 2008 through July 31, 2011, the Company has generated $446 in revenues and has accumulated losses of $73,775.

Based upon our business plan, we are a development stage enterprise, and we present our financial statements in conformity with the accounting principles generally accepted in the United States of America.  As a development stage enterprise, we disclose the deficit accumulated during the development stage and the cumulative statements of operations and cash flows from our inception to the current balance sheet date.
 
2.  GOING CONCERN

Our accompanying interim financial statements have been prepared in conformity with GAAP, which contemplates our continuation as a going concern.  However, we have minimal business operations to date.  In addition, from the period from inception on July 28, 2008 through July 31, 2011, we have incurred losses of $73,775, and have working capital deficit of $45,275.  These matters raise substantial doubt about our ability to continue as going concern.  

Continuation of the Company as a going concern is dependent upon obtaining additional working capital and the management of the Company has developed a strategy, which it believes will accomplish this objective through additional advances from related parties, and equity funding, which will enable the Company to operate for the coming year.

Our 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.

 
7

 

AVALON HOLDING GROUP, INC
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
July 31, 2011
 (Unaudited)
3.  SIGNIFICANT ACCOUNTING POLICIES (cont’d)

 
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.

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. Since inception, all of the equipment has been sold for a net loss of $8,935.   The Company has no property and equipment of value as of July 31, 2011.

c)
Basic and Diluted Loss Per Share
In accordance with ASC subtopic 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, 2011 and January 31, 2011, we had no stock equivalents that were anti-dilutive and excluded in the earnings per share computation.
 
d)
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.

e)
Revenue Recognition
It is our policy that revenues will be recognized in accordance with ASC subtopic 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 collectability is reasonably assured.

 
8

 
AVALON HOLDING GROUP, INC
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
July 31, 2011
 (Unaudited)

3.  SIGNIFICANT ACCOUNTING POLICIES (cont’d)

f)
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.
  
g)
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 six months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of change in value.
 
h)
Interim Financial Statements

The interim financial statements presented herein have been prepared pursuant to the rules and regulations of the SEC. Certain information and footnote disclosures normally included in financial statements prepared  in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulations. The interim financial statements should be read in conjunction with the company’s annual report. In the opinion of management, all adjustments which are necessary to provide a fair presentation of financial position as July 31, 2011 and related operating results and cash flows for the interim period presented have been made. All adjustments are of a normal recurring nature. The results of operations, for the period presented are not necessarily indicative of the results to be expected for the year ended January 31, 2012.

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

5.  COMMON STOCK

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

On November 3, 2008, the Company issued 72,000,000 shares of common stock at a price of $0.00004 per share for total cash proceeds of $3,000.

In November 20, 2008, the Company issued 28,800,000 shares of common stock at a price of $0.0002 per share for total cash proceeds of $6,000.

In January 2009, the Company issued 18,600,000 shares of common stock at a price of $0.00083 per share for total cash proceeds of $15,500.

In January 2009, the Company also issued 1,920,000 shares of common stock at a price of $0.002 per share for total cash proceeds of $4,000.

On September 29, 2010, a forward split 24:1 was approved and enacted. All share references in these financial statements have been retroactively adjusted for this forward split.

 
9

 
AVALON HOLDING GROUP, INC
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
July 31, 2011
 (Unaudited)

 
6.   INCOME TAXES

As of July 31, 2011, the Company had net operating loss carry forwards of approximately $73,775 that may be available to reduce future years’ taxable income through 2032. The approximate deferred tax asset of $25,000 has been fully offset by a valuation allowance, as its realization is determined not likely to occur. The net operating loss carryforwards will begin to expire in 2028.

7.   ADVANCES

Advances from a non-related third party as of July 31, 2011 totaled of $9,000 (January 31, 2011 - $9,000).  The amounts due are non-interest bearing, unsecured and are due upon demand.

8.  RELATED PARTY TRANSACTIONS

The Company entered into the following transactions with related party:

Advances from a director as of July 31, 2011 totaled $32,614 (January 31, 2011 - $12,935). The amounts due are non-interest bearing, unsecured and are due upon demand. The amounts and dates of the advances are as follows:
 
Date
 
Amount
 
October 28, 2009
  $ 4,068  
January 31, 2010
    2,782  
April 30, 2010
    4,159  
July 31, 2010
    400  
November 18, 2010
    1,526  
July 31, 2011
    19,679  
Total advances payable to a director
  $ 32,614  
 
 
10

 
 
ITEM 2.
MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

GENERAL  

We were incorporated on July 28, 2008 under the laws of the State of Nevada.  Our principal offices were located at 3/2 Yahtennaya Street, Suite 158, St. Petersburg, Russia 197374.  In September 2009, we relocated our principal offices to 6536 102nd Place NE, Kirland, WA 98033 USA. Our telephone number is 206-947-5639.     Our fiscal year end is January 31.

During our first year of operations, we intended to commence operations in the entertainment and amusement industry. We purchased coin operated amusement machines for the purpose of placing and operating them in public venues with high traffic flow in Russia. We were initially focused on four amusement games, "Arm Wrestling Game”, "Hammer Game”, "Kicking Game” and “Punching Game” and place them in places such as nightclubs, bars, pubs, cinemas and amusement complexes. Strength testing amusement games have been around for many years, and prior management believed that if placed in high traffic location can be high revenue producers.
 
Since our inception, we have purchased six such machines from our supplier, “Punchline Europe”. Our business strategy was to continue acquiring and placing additional amusement machines in as many places in different cities of Russia as possible.

We do not believe that we will be able to generate significant revenues from sales during the next twelve months in the area of coin operated amusement machines. At this time in the financial markets there has been a major reduction in investor and lender willingness to provide capital to new businesses throughout the world. Our efforts to seek additional funding this year have encountered high levels of resistance to its inquiries for new sources of cash flows. During the period ended October 31, 2009, due to the high cost of maintaining the operations of the company in Russia, we took a loss for the historical value of our vending machines and wrote them off on our balance sheet. We have abandoned the machines and are looking for new business ventures to be engaged in. Currently, we do not have any operations or assets.

RESULTS OF OPERATION

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.

Six month period ended July 31, 2011

Our net loss for the six month period ended July 31, 2011 was $5,337, compared to a loss of $18,243 during the same period from the prior fiscal year. During the six month period ended July 31, 2011, we did not generate any revenue and incurred general and administrative expenses of $5,337, compared to $18,243 in 2010. The decrease in our general and administrative expenses for the six month period ended July 31, 2011, compared to the same period from the prior fiscal year was due to decreased legal and accounting expenses.

The weighted average number of shares outstanding was 121,320,000 for the six month period ended July 31, 2011.

 
11

 
LIQUIDITY AND CAPITAL RESOURCES

Six month period ended July 31, 2011

As at July 31, 2011, and January 31, 2011, we had no assets.  As at July 31, 2011, our total liabilities were $45,275, which resulted in a working capital deficit of $45,275, compared to total liabilities of $39,938 and a working capital deficit of $39,938 as of January 31, 2011. The increase in our working capital deficit was due to a decrease in accounts payable of $14,342 and an increase in advances from director of $19,679 incurred during the six month period ended July 31, 2011.

Stockholders deficit increased from $39,938 for the year ended January 31, 2011 to $45,275 for the six month period ended July 31, 2011.   

Cash Flows from Operating Activities

We have not generated positive cash flows from operating activities. For the six month period ended July 31, 2011, net cash flows used in operating activities was $19,679 consisting of a net loss of $5,337 and changes in accounts payable of $14,342. Net cash flows used in operating activities was $60,214 for the period from inception July 28, 2008 to July 31, 2011.   

Cash Flows from Investing Activities

For the six month period ended July 31, 2011, we did not generate net cash flows from investing activities. For the period from inception July 28, 2008 to July 31, 2011, net cash used in investing activities was $9,900 used to purchase vending equipment.

Cash Flows from Financing Activities

We have financed our operations primarily from either advances from director or the issuance of equity and debt instruments. For the period from inception July 28, 2008 to July 31, 2011, net cash provided by financing activities was $70,114. During the six month period ended July 31, 2011, we generated $19,679 in advances from director.

PLAN OF OPERATION AND FUNDING

The following discussion of the plan of operation, financial condition, results of operations, cash flows and changes in financial position should be read in conjunction with our most recent financial statements and notes appearing in our Form 10-K for the year  ended January 31, 2011.

Our survival is dependent upon the identification and successful completion of additional long-term or permanent equity financing, the support of creditors and shareholders, and, ultimately, the acquisition and/or implementation of profitable operations.  There can be no assurances that we will be successful, which would in turn significantly affect our ability to survive as a going concern. If not, we will be required to dissolve.  We will continue to seek means of financing in order to acquire an ongoing business or assets or to implement a new business strategy. 

We do not anticipate making any major purchases of capital assets, or conducting any research and development in the next twelve (12) months.  Other than our current sole executive officer, we have no employees at the present time.  We do not expect to hire any employees within the next twelve (12) months.

 
12

 
We currently do not any have cash. However, our current sole officer and director has personally committed to provide up to an aggregate amount of $30,000 in funds to meet our operational needs. We believe that with this commitment we have sufficient cash resources to satisfy our needs through the middle of October 2011. Our ability to satisfy cash requirements thereafter and the need for additional funding is dependent on our ability to acquire new business and generate revenue from such new business in sufficient quantity and on a profitable basis.  To the extent that we require additional funds, we may attempt to sell additional equity shares or issue debt.  Any sale of additional equity securities will result in dilution to our stockholders.  Should we require additional cash in the future, there can be no assurance that we will be successful in raising additional debt or equity financing on terms acceptable to us, if at all.

The recent and continuing downturn in the U.S. economy has had an effect on our ability to generate revenues and to attract long-term financing for our operations. The downturn in the U.S. economy has also made it more difficult to find investors that either have capital to invest or are willing to put capital at risk by investing in our company. We anticipate that both effects of the current economic rescission will continue to hinder our abilities to become a profitable company and to grow our operations.
 
PURCHASE OF SIGNIFICANT EQUIPMENT

We do not intend to purchase any significant equipment during the next twelve months.

OFF-BALANCE SHEET ARRANGEMENTS

As of the date of this Quarterly Report, we do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.

GOING CONCERN

The independent auditors' report accompanying our July 31, 2011 financial statements contained an explanatory paragraph expressing substantial doubt about our ability to continue as a going concern. The financial statements have been prepared "assuming that we will continue as a going concern," which contemplates that we will realize our assets and satisfy our liabilities and commitments in the ordinary course of business.

 
13

 
ITEM 3. QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable

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 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.

 
PART II – OTHER INFORMATION
 
 
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 EQUITY SECURITIES AND USE OF PROCEEDS

None.
 
ITEM 3.                      DEFAULTS UPON SENIOR SECURITIES

None.
 
ITEM 4.                      SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.
 
ITEM 5.                      OTHER INFORMATION

None.

 
14

 
ITEM  6.                      EXHIBITS
 
(a) Pursuant to Rule 601 of Regulation S-B, the following exhibits are included herein or incorporated by reference.
 
Exhibit
Number          Description

31.1                 Section 302 Certification – Chief Executive Officer
 
32.1
Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 – Chief Executive Officer.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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, on this September 14, 2011.

                            
  AVALON HOLDING GROUP, INC.  
       
Date: September 14, 2011
By:
/s/ Phillip Jennings  
    Name: Phillip Jennings  
    Title: President (principal executive officer), Treasurer (principal financial officer and principal accounting officer)
 
       
 
 
 
15