Attached files
| file | filename |
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| EXCEL - IDEA: XBRL DOCUMENT - Avalon Holding Group, Inc. | Financial_Report.xls |
| EX-31.1 - CERTIFICATIONS - Avalon Holding Group, Inc. | ex311.htm |
| EX-32.1 - CERTIFICATIONS - Avalon Holding Group, Inc. | ex321.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[ X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended October 31, 2014
[ ] 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 |
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AVALON HOLDING GROUP, INC.
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(Exact name of registrant as specified in its charter)
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| Nevada | 26-3608086 |
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
| 711 S. Carson Street, Suite 4, Carson City, NV |
89701, USA
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| (Address of principal executive offices) |
(Zip Code)
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6536 102nd Place NE, Kirkland, WA 98033, USA
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(Former name, former address and former fiscal year, if changed since last report)
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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.
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Yes [X]
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No [ ]
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Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
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Yes [ ]
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No [X]
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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.
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Large accelerated filer
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[ ]
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Accelerated filer
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[ ]
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Non-accelerated filer
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[ ]
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Smaller reporting company
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[X]
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(Do not check if a smaller reporting company)
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
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Yes [ ]
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No [X]
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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
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Yes [ ]
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No [ ]
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APPLICABLE ONLY TO CORPORATE ISSUERS: Number of shares outstanding of the registrant’s class of common stock as of December 11, 2014: 121,320,000.
2
TABLE of CONTENTS
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PART I—FINANCIAL INFORMATION
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Item 1. Financial Statements.
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4 |
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
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5 |
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Item 3. Quantitative and Qualitative Disclosures About Market Risk.
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6 |
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Item 4. Controls and Procedures.
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6 |
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PART II—OTHER INFORMATION
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Item 1. Legal Proceedings.
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7 |
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Item 1A. Risk Factors.
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7 |
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Item 2. Unregistered Sales of Securities and Use of Proceeds.
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7 |
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Item 3. Defaults Upon Senior Securities.
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7 |
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Item 4. Submission of Matters to a Vote of Security Holders.
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7 |
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Item 5. Other Information.
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7 |
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Item 6. Exhibits.
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8 |
| Signatures | 9 |
3
PART I—FINANCIAL INFORMATION
AVALON HOLDING GROUP, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
October 31, 2014
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Page
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Condensed Consolidated Balance Sheets (Unaudited)
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F-1
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Condensed Consolidated Statements of Operations (Unaudited)
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F-2
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Condensed Consolidated Statements of Cash Flows (Unaudited)
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F-3
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Condensed Consolidated Notes to Financial Statements
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F-4 to F-8
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CONDENSED CONSOLIDATED BALANCE SHEETS
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October 31,
2014
(Unaudited)
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January 31,
2014
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ASSETS
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CURRENT
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Cash
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$ | 25,808 | $ | 47 | ||||
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Deposits
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318 | 10,000 | ||||||
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Total Current Assets
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26,126 | 10,047 | ||||||
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TOTAL ASSETS
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$ | 26,126 | $ | 10,047 | ||||
| LIABILITIES AND STOCKHOLDERS’ DEFICIT | ||||||||
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CURRENT LIABILITIES
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Accounts payable
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$ | 49,357 | $ | 49,269 | ||||
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Accrued interest
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163,130 | 88,833 | ||||||
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Advance from third party
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- | 4,200 | ||||||
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Promissory note
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551,925 | 551,925 | ||||||
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Advances from related parties
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83,848 | 47,076 | ||||||
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TOTAL CURRENT LIABILITIES
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848,260 | 741,303 | ||||||
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COMMITMENTS AND CONTINGENCIES
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- | - | ||||||
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STOCKHOLDERS’ DEFICIT
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Common stock 500,000,000 shares authorized, at $0.001 par value, 121,320,000 shares issued and outstanding (January 31, 2014 –121,320,000)
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121,320 | 121,320 | ||||||
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Additional paid-in capital
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(36,712 | ) | (36,712 | ) | ||||
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Accumulated deficit
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(906,742 | ) | (815,864 | ) | ||||
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TOTAL STOCKHOLDERS’ DEFICIT
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(822,134 | ) | (731,256 | ) | ||||
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TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT
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$ | 26,126 | $ | 10,047 | ||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
F-1
AVALON HOLDING GROUP INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
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Three Months Ended
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Nine Months Ended
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October 31,
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October 31,
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2014
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2013
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2014
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2013
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REVENUE
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Revenue
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$ | - | $ | 1,870 | $ | - | $ | 27,367 | ||||||||
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Cost of Goods Sold
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- | (358 | ) | - | (4,440 | ) | ||||||||||
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GROSS PROFIT
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- | 1,512 | - | 22,927 | ||||||||||||
| EXPENSES | ||||||||||||||||
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General and administrative expenses
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5,111 | 13,158 | 35,612 | 224,576 | ||||||||||||
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Advertising and marketing expenses
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- | 60 | - | 116,039 | ||||||||||||
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Management Fees
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- | - | - | 24,000 | ||||||||||||
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TOTAL EXPENSES
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5,111 | 13,218 | 35,612 | 364,615 | ||||||||||||
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LOSS FROM OPERATIONS
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(5,111 | ) | (11,706 | ) | (35,612 | ) | (341,688 | ) | ||||||||
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OTHER INCOME (EXPENSE)
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Interest expense
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(25,038 | ) | (25,769 | ) | (74,298 | ) | (53,138 | ) | ||||||||
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Gain on forgiveness of debt
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- | 50,000 | 50,000 | |||||||||||||
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Other income
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19,032 | - | 19,032 | - | ||||||||||||
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TOTAL OTHER INCOME (EXPENSE)
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(6,006 | ) | 24,231 | (55,266 | ) | (3,138 | ) | |||||||||
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NET INCOME (LOSS)
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$ | (11,117 | ) | $ | 12,525 | $ | (90,878 | ) | $ | (344,826 | ) | |||||
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BASIC AND DILUTED LOSS PER COMMON SHARE
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$ | (0.00 | ) | $ | 0.00 | $ | (0.00 | ) | $ | (0.00 | ) | |||||
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WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING - BASIC AND DILUTED
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121,320,000 | 121,320,000 | 121,320,000 | 121,320,000 | ||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
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Nine months ended
October 31,
2014
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Nine months ended
October 31,
2013
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OPERATING ACTIVITIES
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Net loss for the period
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$ | (90,878 | ) | $ | (344,826 | ) | ||
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Adjustments to reconcile net loss to net cash used in operating activities:
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Gain on debt forgiveness
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- | (50,000 | ) | |||||
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Expenses paid by related party on behalf of the Company
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36,772 | 18,200 | ||||||
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Changes in operating assets and liabilities:
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Inventory
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- | 1,439 | ||||||
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Prepaid royalty fees
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- | 50,000 | ||||||
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Prepaid expenses
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- | 29,600 | ||||||
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Deposit
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9,682 | - | ||||||
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Accounts payable
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88 | 95,415 | ||||||
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Accrued interest
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74,297 | 53,138 | ||||||
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NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES
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29,961 | (147,034 | ) | |||||
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NET CASH USED IN INVESTING ACTIVITIES
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- | - | ||||||
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FINANCING ACTIVITIES
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Repayment of advances from related parties
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(4,200 | ) | - | |||||
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NET CASH PROVIDED USED IN FINANCING ACTIVITIES
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(4,200 | ) | - | |||||
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NET INCREASE (DECREASE) IN CASH
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25,761 | (147,034 | ) | |||||
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CASH, BEGINNING OF PERIOD
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47 | 147,153 | ||||||
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CASH, END OF PERIOD
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$ | 25,808 | $ | 119 | ||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
F-3
AVALON HOLDING GROUP, INC. AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
October 31, 2014
1. ORGANIZATION AND BUSINESS OPERATIONS
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a)
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Organization
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AVALON HOLDING GROUP, INC (“the Company”) was incorporated under the laws of the State of Nevada, U.S. on July 28, 2008.
On September 28, 2012, the Company incorporated a new fully owned company (“subsidiary”) under the laws of the State of Nevada, U.S. The new subsidiary is called PAINMASTER PRODUCT, INC. The Company is active in the acquisition and promotion of consumer medical product brands and businesses.
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b)
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Basis of Presentation
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The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles for financial information and with the instructions to Form 10-Q. They do not include all information and footnotes required by United States generally accepted accounting principles for complete financial statements. However, except as disclosed herein, there has been no material changes in the information disclosed in the notes to the financial statements for the year ended January 31, 2014 included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission. The unaudited financial statements should be read in conjunction with those financial statements included in the Form 10-K. In the opinion of management, all adjustments considered necessary for a fair presentation, consisting solely of normal recurring adjustments, have been made. Operating results for the nine months ended October 31, 2014 are not necessarily indicative of the results that may be expected for the year ending January 31, 2015.
2. GOING CONCERN
Our accompanying consolidated financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America (“GAAP”), which contemplates our continuation as a going concern. However, we have minimal business operations to date. In addition, from inception on July 28, 2008 through October 31, 2014, we have incurred losses of $906,742, and have a working capital deficit of $822,134. These matters raise substantial doubt about our ability to continue as a going concern. There is no assurance that future capital raising plans will be successful in obtaining sufficient funds to assure our eventual profitability. While management believes that actions planned and presently being taken to revise our operating and financial requirements provide the opportunity for us to continue as a going concern, there is no assurance the actions will be successful. In addition, recent events in worldwide capital markets may make it more difficult for us to raise additional equity or debt capital.
Our consolidated financial statements do not include any adjustments that might result from these uncertainties.
F-4
AVALON HOLDING GROUP, INC. AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
October 31, 2014
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.
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a)
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Income Taxes
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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. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the date of enactment or substantive enactment. We provide deferred taxes for the estimated future tax effects attributable to temporary differences and carry forwards when realization is more likely than not.
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b)
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Property and Equipment
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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. The Company has no property and equipment of value as of October 31, 2014.
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c)
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Principles of Consolidation
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The Company consolidates its 100% owned subsidiary pursuant to Accounting Standards Codification (“ASC”) No. 810, “Consolidation”. All intercompany transactions and balances have been eliminated.
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d)
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Basic and Diluted Loss Per Share
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In accordance with ASC 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 October 31, 2014 and 2013, we had no common stock equivalents.
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e)
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Fair Value of Financial Instruments
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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.
F-5
AVALON HOLDING GROUP, INC. AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
October 31, 2014
3. SIGNIFICANT ACCOUNTING POLICIES (continued)
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f)
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Revenue Recognition
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It is our policy that revenues are recognized in accordance with ASC 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 when goods are shipped.
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g)
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Use of Estimates
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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.
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h)
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Cash and Cash Equivalents
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Cash is comprised of cash on hand and demand deposits. Cash equivalents include short-term highly liquid investments with original maturities of three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of change in value.
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i)
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Inventory
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We value our inventories at the lower of cost, determined on a first-in, first-out method, or market value. Our inventory consists solely of finished goods. We review inventories on hand at least quarterly and record provisions for estimated excess, slow moving and obsolete inventory, as well as inventory with a carrying value in excess of net realizable value. The regular and systematic inventory valuation reviews include a current assessment of future product demand, historical experience and obsolete finished product.
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j)
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Advertising Costs
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The Company accounts for advertising costs in accordance with provisions in ASC 720-35-25 which states that advertising costs can be expensed as incurred or the first time the advertising takes place.
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k)
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Reclassifications
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Certain prior period amounts have been reclassified to conform to current period presentation. Accrued interest is shown as a separate line item now in the statement of cash flows.
F-6
AVALON HOLDING GROUP, INC. AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
October 31, 2014
4. RECENT ACCOUNTING PRONOUNCEMENTS
In June 2014, the FASB issued ASU 2014-10, “Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation”. The guidance eliminates the definition of a development stage entity thereby removing the incremental financial reporting requirements from U.S. GAAP for development stage entities, primarily presentation of inception to date financial information. The provisions of the amendments are effective for annual reporting periods beginning after December 15, 2014, and the interim periods therein. However, early adoption is permitted. Accordingly, the Company has adopted this standard as of July 31, 2014.
The Company does not expect the adoption of any other recent accounting pronouncements to have a material impact on its financial statements.
5. MARKETING AGREEMENT
On September 26, 2012 Painmaster Products Inc. (“Painmaster’) entered into a Marketing Agreement (“Agreement”) with Newmark, Inc. (“Newmark”). This Agreement grants to Painmaster the exclusive license to all intellectual property owned by or licensed to Newmark or its affiliates associated with the product to use in the field of alleviating pain (the “Field”), including, without limitations, all patents, technology, inventions, know-how, processes and trademarks for the term of ten (10) years with an automatic renewal of another ten (10) years. Painmaster has the right to terminate the Agreement at the end of any one year period at its own discretion. The Territory this Agreement covers is the United States and Canada including each of their respective, territories and possessions.
The Company’s license has expired due to its failure to make scheduled payments.
6. INVENTORY AGREEMENT
On April 14, 2014, Painmaster entered into an agreement with the new licensor whereby the Company has transferred its existing inventory to the Licensor’s warehouse. The Licensor shall pay Painmaster $3.12 for each product unit sold by the Licensor from the existing inventory within two (2) weeks of such product being shipped out of the Licensor’s warehouse to the buyer. Due to the uncertainty of selling the products through the new Licensor’s agreement, the Company impaired its inventory to a balance of $-0- during the year ended January 31, 2014.
During the period ended September 30, 2014 the Company received $19,032 from the new licensor (reported as other income on the statement of operations). Subsequent to the period on November 14, 2014 the Company received an additional $36,192 from the new licensor.
7. PROMISSORY NOTE AND ADVANCE FROM THIRD PARTY
Promissory Note
On October 1, 2012, Painmaster signed a Promissory Note for five hundred and fifty-two thousand dollars ($552,000) with an annual interest rate of 10%, and a default annual interest rate of the lower of 18%, or the maximum rate permitted by law. The Promissory Note is fully secured with a general assignment of all the assets of Painmaster. The maturity date of the Promissory Note was September 30, 2013. All interest and principal payments are due on the maturity date of the Promissory Note. Painmaster may draw on the Promissory Note as funds are required. As of October 31, 2014, the amount owing on the Promissory Note was $551,925, with accrued interest of $163,130. As of October 1, 2013, the company was in default on this Promissory Note agreement.
Advance from third party
Up to the period ended April 30, 2014, a third party paid expenses on behalf of the Company of $4,200. This amount was classified as an advance on the balance sheet as there was no set payment schedule and no terms. During the three months ended July 31, 2014 the total amount of $4,200 was repaid.
F-7
AVALON HOLDING GROUP, INC. AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
October 31, 2014
8. COMMON STOCK
The authorized capital of the Company is 500,000,000 common shares with a par value of $ 0.001 per share.
Change in Control of Registrant
On March 27, 2014, a change in control of Avalon Holding Group, Inc. occurred when Tamara Gileva sold all of her 62,400,000 common shares in a private share purchase transaction to Mr. Lukasz Swierczek. Mr Swierczek now has voting control through owning 51.343% of the Company’s issued and outstanding common shares.
9. RELATED PARTY TRANSACTIONS
The Company entered into the following transactions with a related party:
During the nine month period ended October 31, 2014 and 2013, related parties paid expenses on behalf of the Company of $36,772 and $18,200, respectively. The advances are non-interest bearing and payable on demand. The total amount due related parties as of October 31, 2014 is $83,848.
Included in accounts payable as of October 31, 2014 and January 31, 2014, is $5,000 payable to a director (former CEO) for management fees.
10. SUBSEQUENT EVENTS
Subsequent to the period as per the Inventory Agreement the Company received an additional $36,192 from the new licensor on November 14, 2014 (Note 6).
F-8
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
GENERAL
On September 26, 2012 Painmaster Products Inc. (“Painmaster’) entered into a Marketing Agreement (“Agreement”) with Newmark, Inc. “Newmark”). This Agreement grants to Painmaster the exclusive license to all intellectual property owned by or licensed to Newmark or its affiliates associated with the product to use in the field of alleviating pain (the “Field”), including, without limitations, all patents, technology, inventions, know-how, processes and trademarks for the term of ten (10) years with an automatic renewal of another ten (10) years. Painmaster has the right to terminate the Agreement at the end of any one year period at its own discretion. The Territory this Agreement covers is the United States and Canada including each of their respective, territories and possessions. The Agreement has expired and Painmaster has transferred the remaining inventory to the new licensor. As of October 31, 2014 the Company has received $19,032 in income from the new licensor. Subsequent to the period on November 14, 2014 the Company received an additional $36,192 from the new licensor.
On September 28, 2012, the Company incorporated a new fully owned company (“subsidiary”) under the laws of the State of Nevada, U.S. The new subsidiary is called Painmaster Product, Inc. Avalon Holding Group, Inc. ceased operations in the entertainment and amusement gaming machines business within Russia. The Company is active in the acquisition and promotion of consumer medical product brands and businesses, and is an investment platform for pursuing synergistic opportunities in the rapidly growing pain management market, an industry estimated to grow from $40 billion to $60 billion in the U.S. by 2015.
RESULTS OF OPERATIONS
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.
Comparison of the Three Month and Nine Month Periods ended October 31, 2014 and 2013
For the three month period ended October 31, 2014, we had revenues of $nil as compared to revenues of $1,870 for the three month period ended October 31, 2013. The decrease in revenue is because the marketing agreement between Painmaster and Newmark has expired. The Agreement has not been renewed and Painmaster has begun transferring the remaining inventory to the new licensor as of November 26, 2013. As of October 31, 2014 the Company has received $19,032 in income from the new licensor. Subsequent to the period on November 14, 2014 the Company received an additional $36,192 from the new licensor. The income has been recorded as other income on the Condensed Consolidated Statement of Operations in the Company’s financial statements.
Our net loss for the three month period ended October 31, 2014 was $11,117 compared to a profit of $12,525 during the same period from the prior fiscal year. During the three month period ended October 31, 2014, we generated $nil in revenue and incurred general and administrative expense of $5,111, $25,038 in interest costs advertising & marketing expense of $nil, management fees of $nil, and other income of $19,032, as compared to general and administrative expense of $13,158, advertising & marketing expense of $60, management fees of $nil, $25,769 in interest expense, and gain on forgiveness of debt of $50,000, for the same period in 2013. The decrease in our general and administrative expenses for the three month period ended October 31, 2014, compared to the same period from the prior fiscal year was due to decreased audit, accounting, legal and filing expenses. The decrease in in our advertising and marketing expense and our management fees was due to the expiration of the marketing agreement between Painmaster and Newmark.
For the nine month period ended October 31, 2014, we had revenues of $nil as compared to revenues of $27,367 for the nine month period ended October 31, 2013. The decrease in revenue is because the marketing agreement between Painmaster and Newmark has expired. The Agreement has not been renewed and Painmaster has begun transferring the remaining inventory to the new licensor as of November 26, 2013. As of October 31, 2014 the Company has received $19,032 in income from the new licensor. Subsequent to the period on November 14, 2014 the Company received an additional $36,192 from the new licensor. The income has been recorded as other income on the Condensed Consolidated Statement of Operations in the Company’s financial statements.
5
Our net loss for the nine month period ended October 31, 2014 was $90,878 compared to a loss of $344,826 during the same period from the prior fiscal year. During the nine month period ended October 31, 2014, we generated $nil in revenue and incurred general and administrative expense of $35,612, advertising & marketing expense of $nil, management fees of $nil, interest expense of $74,298 and other income of $19,032 as compared to general and administrative expense of $224,576, advertising & marketing expense of $116,039, management fees of $24,000, interest expense of $53,138 and gain on forgiveness of debt of $50,000 for the same period in 2013. The decrease in our general and administrative expenses for the nine month period ended October 31, 2014, compared to the same period from the prior fiscal year was due to decreased audit, accounting, legal and filing expenses. The decrease in our advertising and marketing expense and our management fees was due to the expiration of the marketing agreement between Painmaster and Newmark. As of October 31, 2014 the Company has received $19,032 in income from the new licensor. Subsequent to the period on November 14, 2014 the Company received an additional $36,192 from the new licensor. The income has been recorded as other income on the Condensed Consolidated Statement of Operations in the Company’s financial statements.
The weighted average number of shares outstanding was 121,320,000 for the three and nine month period ended October 31, 2014.
LIQUIDITY AND CAPITAL RESOURCES
As at October 31, 2014, we had $26,126 in assets comprised of $25,808 in cash and $318 in deposits, as compared to $10,047 in assets comprised of $47 in cash and $10,000 in deposits as of January 31, 2014. As at October 31, 2014, our total liabilities were $848,260 comprised of accounts payable of $49,357 and accrued interest of $163,130, advances from a third party of $nil, a promissory note of $551,925 and advances from related parties of $83,848, as compared total liabilities of $741,303 comprised of accounts payable of $49,269, accrued interest of $88,833, advances from a third party of $4,200, a promissory note of $551,925 and advances from related parties of $47,076.
Stockholders’ deficit increased from $731,256 as of January 31, 2014 to $822,134 as of October 31, 2014.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
Furnish the information required by Item 305 of Regulation S-K (§ 229.305 of this chapter).
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 not 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.
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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 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
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Item 6. Exhibits.
| Exhibit Number | |
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31.1
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Rule 13(a)-14(a)/15(d)-14(a) Certification of Chief Executive Officer
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31.2
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Rule 13(a)-14(a)/15(d)-14(a) Certification of Chief Financial Officer *
|
|
32.1
|
Section 1350 Certification of Chief Executive Officer
|
|
32.2
|
Section 1350 Certification of Chief Financial Officer **
|
* Included in Exhibit 31.1
** Included in Exhibit 32.1
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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.
|
Avalon Holding Group, Inc.
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|||
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Date: December 15, 2014
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By:
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/s/ Lukasz Swierczek
|
|
|
Name:
|
Lukasz Swierczek
|
||
|
Title:
|
Chief Executive Officer
|
9