Avalon Oil & Gas, Inc. – ‘8-K’ for 5/23/05

On:  Friday, 5/27/05, at 3:31pm ET   ·   For:  5/23/05   ·   Accession #:  1050502-5-312   ·   File #:  1-12850

in

this entire Filing. an “Entity” Search.

Show

Documents searched

and

each “hit”. the 1st “hit”.

↓↑Hints

Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                         4     17K 
 2: EX-10.1     Agreement                                             16     57K 
 3: EX-17.1     Letter re: Departure of Director                       1      4K 

8-K   —   Current Report
Document Table of Contents

8-K
1st Page of 4
TOC
↑Top
Previous
Next
↓Bottom
Just 1st
 
 UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
 THE SECURITIES EXCHANGE ACT OF 1934

 Date of Report (Date of earliest event reported) May 23, 2005

 XDOGS, INC.
------------------------------------------------
(Exact name of registrant as specified in its charter)

       Nevada                    1-12850                      84-1168832
       ------                    -------                      ----------
(State or other jurisdiction     (Commission File               (IRS Employer   
 of incorporation)                File Number)               Identification No.)

7000 Flour Exchange Bldg, 310 Fourth Avenue South, Minneapolis, MN      55415   
------------------------------------------------------------------------------- 
(Address of principal executive offices)                              (Zip Code)

 Registrant's telephone number, including area code (612) 359-9020

 Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to           
simultaneously satisfy the filing obligation of the registrant under any of the 
following provisions (see General Instructions A.2. below):                     

[ ]  Written communications pursuant to Rule 425 under the Securities Act (17   
CFR 230.425)                                                          
[ ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17     
CFR 240.14a.-12                                                       
[ ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the        
Exchange Act (17 CFR 240.14d-2(b))                                    
[ ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the        
Exchange Act (17 CFR 240.13e-4(c)                                     

8-K
2nd Page of 4
TOC
1st
Previous
Next
↓Bottom
Just 2nd
SECTION 2 - FINANCIAL INFORMATION                                               

ITEM 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS.                   

BUSINESS                                                                        

   Effective May 23, 2005, Xdogs, Inc. (the "Company"), a Nevada corporation
(the "Company") acquired an eighty percent (80%) Net Revenue Interest in certain
oil and gas leasehold interests located primarily in Montgomery County, Kansas  
(the "Acquisition") from Mid-Continents Investments, Inc., an unrelated entity. 
In connection with the Acquisition, the Company also acquired certain oil field 
equipment along with the oil and gas net revenue interests in exchange for an   
aggregate of 85,000,000 shares of authorized, but theretofore unissued, shares  
of common stock $.01 par value, of the Company (the "Common Stock").            

 Prior to the Acquisition, there were 79,538,543 shares of the Company's
Common Stock outstanding. Immediately following the Acquisition, there are      
164,538,543 shares of Common Stock outstanding.                                 

The oil and gas properties include one hundred forty (140) net mineral
acres.                                                                          

ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES                               

In connection with the Acquisition (described above in Item 2.01),    
Mid-Continents exchanged certain assets for 85,000,000 shares of the Company's  
Common Stock.                                                                   

SECTION 5 - CORPORATE GOVERNANCE AND MANAGEMENT                                 

ITEM 5.01 CHANGE IN CONTROL OF REGISTRANT.                                      

  With the issuance of 85,000,000 shares of Common Stock to Mid-Continents
Investments, Inc. in connection with the Acquisition, Mid-Continents            
Investments, Inc. became the holder of approximately 51.66% of the voting       
securities of the Company. The change of control of the Company was effected    
solely by the issuance of newly issued shares of the Company to Mid-Continents  
Investments, Inc. upon the Acquisition without any other consideration.         

ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;  
APPOINTMENT OF PRINCIPAL OFFICERS.                          

(1)  Not applicable.                                                  

(2)  Effective on May 23, 2005, immediately following the Acquisition,
Ronald Abercrombie resigned as a Director of the Company. By
        resolution of the Board of Directors, dated May 23, 2005, Thomas Day
      and Charles Gregoire de Rothschild were appointed directors of the
    Company to fill the vacancy created by the resignation of Ronald
        Abercrombie that had not previously been filled. See Item 5.02(c) of
         this report on Form 8-K. See Items 5.02(a) and 5.02(c) of this report
on Form 8-K.                                                

8-K
3rd Page of 4
TOC
1st
Previous
Next
↓Bottom
Just 3rd
(3)  See 5.02(d)                                                      

   (4)  The following is information related to the persons appointed by the
directors on May 23, 2005 to fill the director vacancies.   

NAME                                  AGE                 POSITION              
----                                  ---                 --------              
Thomas M. Day                         53                  Director              
Charles Gregoire de Rothschild        61                  Director              

Mr. Day has a BA from Oklahoma State University and has over 30 years experience
in the oil and gas industry. He is a certified commercial pilot, and has worked 
in the oil field service industry for the past five years. He is in experienced 
land acquisition and has worked in the oil and gas industry for over 30 years.  
He is a resident of Independence, Kansas.                                       

Mr. Rothschild is an experienced financier of numerous public and private       
companies, and has worked as a merchant banker for over 35 years. He is a       
director of several private companies, including AB International Investors,    
Summit Investments, Napolean Trust, and AB Rothschild de Realty. He is a        
resident of New York City.                                                      

ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL   
YEAR.                                                       

   (1)  As soon as practicable following the Acquisition, the certificate of
     incorporation of the Company will be amended and restated to: (i)
change the name of the Company to Avalon Oil & Gas, Inc.    

SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS                                   

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS                                     

1.   FINANCIAL STATEMENTS OF BUSINESS ACQUIRED                                  

    It is impractical to provide the required financial statements at the date
of the filing of this Form 8-K. The required financial statements will be       
provided as soon as practicable, but no later than seventy-one calendar days    
from the due date of this filing on Form 8-K/A.                                 

2.   PRO FORMA FINANCIAL INFORMATION                                            

    It is impractical to provide the required financial statements at the date
of the filing of this Form 8-K. The required pro forma financial statements will
be provided as soon as practicable, but no later than seventy-one calendar days 
from the due date of this filing on Form 8-K/A.                                 

8-K
Last Page of 4
TOC
1st
Previous
Next
↓Bottom
Just 4th
3.   EXHIBITS                                                                   

         Exhibit 10.1        Form of Asset Purchase Agreement, dated as of May
                  23, 2005, by and among the Company and
             Mid-Continents, Investments, Inc.

    Exhibit 17.1        Letter of Resignation of Ronald Abercrombie.

SIGNATURES

  Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the        
undersigned hereunto duly authorized.                                           

                           XDOGS, INC.

May 23, 2005                                    By: /s/ Kent Rodriguez          
                                      ----------------------
                                    Name: Kent Rodriguez
                          Title: CEO

Dates Referenced Herein

				Referenced-On Page
This ‘8-K’ Filing		Date		First		Last			Other Filings
Filed on:		5/27/05							None on these Dates
For Period End:		5/23/05		1		4
									List all Filings