U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-QSB

[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2006

[ ] 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: 0-13597


AVALON ENERGY CORPORATION
(Formerly Avalon Gold Corporation)
(Exact name of registrant as specified in its charter)

NEVADA                                                                                 88-0195105
(State or other jurisdiction of
incorporation or organization)          (I.R.S. Employer Identification No.)

1288 Alberni  Street, Suite 806, Vancouver, British Columbia, Canada   V6E 4N5
(Address of registrant's principal executive offices)   (Zip Code)

604.664.0499
(Registrant's Telephone Number, Including Area Code)


APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practical date.  As of November 14, 2006 there were
54,650,493 shares of the issuer's $0.001 par value common stock issued and
outstanding.

===============================================================

INDEX


PAGE
Part I. FINANCIAL INFORMATION

Item 1.   Financial Statements...........................................................................................
F1

Item 2.   Management's Discussion and Analysis or Plan of Operation..................
2

Item 3.   Controls And Procedures.................................................................................
9

Part II. OTHER INFORMATION

Item 1.   Legal Proceedings............................................................................................
9

Item 2.   Changes in Securities and Use of Proceeds...............................................
10

Item 3.   Defaults Upon Senior Securities..................................................................
11

Item 4.   Submission of Matters to a Vote of Security Holders..............................
11

Item 5.   Security Ownership of Certain Benefical Owners.....................................
13

Item 6.   Exhibits and Reports on Form 8-K................................................................
13

SIGNATURES..................................................................................................................
13

============================================================================



AVALON ENERGY CORPORATION
(An Exploration Stage Company)


FINANCIAL STATEMENTS

SEPTEMBER 30, 2006

(UNAUDITED)


BALANCE SHEETS..................................................................F-1

STATEMENTS OF OPERATIONS.......................................F-2

STATEMENTS OF CASH FLOWS.......................................F-3

NOTES TO FINANCIAL STATEMENTS.............................F-4 - F-8



AVALON ENERGY CORPORATION
(An Exploration Stage Company)

BALANCE SHEETS

September 30,December 31,20062005(Unaudited)ASSETSCURRENT ASSETSCash$           450,697$              41,081Taxes recoverable2,904810453,60141,891AVAILABLE-FOR-SALE SECURITIES(Note 3)11,66830,001DUE FROM GOLDEN SPIRIT ENTERPRISES LTD.(Note 7)194,152167,291OIL AND GAS PROPERTIES,(full cost method of accounting, unproven)(Note 4)1,035,5621,015,759$         1,694,983$         1,254,942LIABILITIES AND STOCKHOLDERS EQUITYCURRENT LIABILITIESAccounts payable and accrued liabilities$              24,107$              14,616Due to related parties (Note 7)100,86668,857124,97383,473STOCKHOLDERS EQUITY(Note 6)Convertible preferred stock:-  Class A voting stock, $0.001 par value, 5,000,000 shares authorized-  Class B voting stock, $0.001 par value, 5,000,000 shares authorizedCommon stock, $0.001 par value, 200,000,000 shares authorized48,450,493 (December 31, 2005  38,400,493) shares issued and outstanding88,16678,116Additional paid-in capital22,978,59422,117,599Deferred compensation (Note 5)(26,671)(68,290)Deficit accumulated during the exploration stage(21,351,746)(20,855,956)Accumulated other comprehensive loss (Note 3)(118,333)(100,000)1,570,0101,171,469$         1,694,983$         1,254,942

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

F-1


AVALON ENERGY CORPORATION
(An Exploration Stage Company)

STATEMENTS OF OPERATIONS

(Unaudited)

Three months endedNine months endedCumulative from January 1, 1996 (Inception) toSeptember 30,September  30,September 30,20062005200620052006EXPENSESLitigation settlement$              -$              -$             -$              -$       2,291,070Management and consulting fees89,675298,373250,826948,1594,239,525Consulting  stock-based compensation (Note 6)-314,65061,000873,7101,671,140Exploration costs----113,678Loss on settlement of debt----718,784General and administrative24,92554,25893,650170,4572,325,787Professional fees23,88617,57190,31438,957955,322Interest expense----98,282Software development costs----737,300LOSS BEFORE THE FOLLOWING138,486684,852495,7902,031,28313,150,888Property option income----(130,000)Write-down of investment in Legacy Mining Ltd.----128,288Write-down of interest in oil and gas properties----1,406,000Write-down of interest in ACGT Corporation----2,250,937Loss on Iceberg Drive Inn Investment----85,000NET LOSS$ (138,486)$ (684,852)$ (495,790)$(2,031,283)$   (16,891,113)BASIC AND DILUTED LOSS PER SHARE$                -$        (0.02)$        (0.01)$        (0.06)WEIGHTED AVERAGE COMMON SHARES
OUTSTANDING  BASIC AND DILUTED48,450,49336,280,06943,745,54832,583,683
The accompanying notes are an integral part of these financial statements.

F-2


AVALON ENERGY CORPORATION
(An Exploration Stage Company)

STATEMENTS OF CASH FLOWS
(Unaudited)

Nine months endedCumulative from January 1, 1996
(Inception) toSeptember 30,September 30,200620052006CASH FLOWS USED IN OPERATING ACTIVITIESNet loss$     (495,790)$  (2,031,283)$  (16,891,113)Adjustments to reconcile net loss to
net cash used in operating activities:- shares issued for fees and services136,119211,4223,216,833- stock-based compensation61,000873,7101,671,140- interest paid for with common shares--80,872- loss on settlement of debt--718,784- common shares software development costs--600,000- common shares used for exploration costs paid by shares--110,000- write-down of interest in oil and gas properties--2,250,937- write-down of investment in Legacy Mining Ltd.--1,406,000- write-down of interest in ACGT Corporation--128,288- loss on Iceberg Drive Inn investment--85,000- option income received in shares--(130,000)- other non-cash expenses--2,557,382- net changes in working capital items7,39741,123275,684NET CASH USED IN OPERATING ACTIVITIES(291,274)(905,028)(3,870,193)CASH FLOWS USED IN INVESTING ACTIVITIESInvestment in Iceberg Acquisition Corporation--(120,000)Interest in oil and gas properties, net of finders fees(19,803)(702,821)(1,456,494)NET CASH USED IN INVESTING ACTIVITIES(19,803)(702,821)(1,576,494)CASH FLOWS FROM FINANCING ACTIVITIESBank overdraft repayment-(2,187)-Net proceeds on sale of common stock715,5451,760,0404,167,445Net proceeds from common stock subscriptions--633,000Net advances (to) from related parties5,148(45,144)676,939Advances receivable--420,000NET CASH PROVIDED BY FINANCING ACTIVITIES720,6931,712,7095,897,384NET INCREASE IN CASH409,616104,860450,697CASH, BEGINNING41,081--CASH, ENDING$     450,697$     104,860$         450,697
SUPPLEMENTAL CASH FLOW INFORMATION

Cash paid during the period for:Interest$                 -$                 -Income taxes$                 -$                 -
The accompanying notes are an integral part of these financial statements.
F-3


AVALON ENERGY CORPORATION
(An Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
September 30, 2006
(Unaudited)


NOTE 1  NATURE OF OPERATIONS

Avalon Energy Corporation (the Company) was incorporated as Venture Investments Inc. under the laws of the State of Nevada on November 29, 1983.  The Company underwent a name change to Asdar Group on December 10, 1987, a name change to Precise Life Sciences Ltd. on April 30, 2002, a name change to Iceberg Brands Corporation on February 18, 2003, a name change to Avalon Gold Corporation on August 28, 2003 and a name change to Avalon Energy Corporation on March 22, 2005.  The Company was dormant from 1991 to 1996 and currently has no revenue generating operations.  The Company was considered a development stage company commencing January 1, 1996 and as a result of changing its business focus to acquisition and exploration of resource properties is considered to be an exploration stage company.

These financial statements have been prepared on the basis of a going concern which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.  The Company has not generated any revenues or completed development of any commercially acceptable products or services to date, has incurred losses of $21,351,746 since inception, and further significant losses are expected to be incurred in the exploration and development of its resource properties.  The Company will depend almost exclusively on outside capital through the issuance of common shares


 to finance ongoing operating losses and to fund the acquisition, exploration and development of its resource properties.  The ability of the Company to continue as a going concern is dependent on raising additional capital and ultimately on generating future profitable operations.  There can be no assurance that the Company will be able to raise the necessary funds when needed to finance its ongoing costs.  These factors raise substantial doubt about the ability of the Company to continue as a going concern.  The accompanying financial statements do not include any adjustments relative to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that might result from the outcome of this uncertainty.

NOTE 2  BASIS OF PRESENTATION

These unaudited financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-QSB and Regulation S-B as promulgated by the Securities and Exchange Commission ("SEC").  Accordingly, these financial statements do not include all of the disclosures required by generally accepted accounting principles for complete financial statements.  These unaudited interim financial statements should be read in conjunction with the audited financial statements for the year ended December 31, 2005 indexed in Form 10-KSB.  In the opinion of management, the unaudited interim financial statements furnished herein include all adjustments, all of which are of a normal recurring nature, necessary for a fair statement of the results for the interim period presented.
The preparation of financial statements in accordance with accounting principles generally accepted in the United States requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities known to exist as of the date the financial statements are published, and the reported amounts of revenues and expenses during the reporting period.  Uncertainties with respect to such estimates and assumptions are inherent in the preparation of the Company's financial statements; accordingly, it is possible that the actual results could differ from these estimates and assumptions that could have a material effect on the reported amounts of the Company's financial position and results of operations.
Operating results for the nine months ended September 30, 2006 are not necessarily indicative of the results that may be expected for the year ending December 31, 2006.

AVALON ENERGY CORPORATION
(An Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 2006
(Unaudited)
F-4

NOTE 3  AVAILABLE-FOR-SALE SECURITIES

During 2004, the Company received 111,111 post-split restricted Rule 144 shares of Golden Spirit Enterprises Ltd. (formerly Golden Spirit Gaming Ltd.) (Golden Spirit), a public company with directors and significant shareholders in common. The restricted shares were received as non-refundable consideration pursuant to agreements with Golden Spirit dated November 10, 2004 and December 10, 2004 to acquire certain mineral property interests from the Company.  These agreements were subsequently terminated.   During the year ended December 31, 2005, the Company had an unrealized holding loss totaling $100,000 which had been recorded as comprehensive loss.  The Company has recorded further unrealized holding losses in the carrying value of these securities of $18,333 during the current period which has been included in accumulated other comprehensive loss.

On December 31, 2003, the Company agreed to settle an outstanding debt receivable of $122,988 from Legacy Mining Ltd. (Legacy) for the issue of 1,229,880 restricted shares of Legacy at a value of $0.10 per share representing a 9.8% interest in Legacy. These restricted shares were issued to the Company on February 20, 2004.  Legacy is a non-reporting entity with a director in common. Legacy is applying for listing on the OTCBB and intends to become a fully reporting company in the United States.  In 2004, the Company wrote this investment down to $1 because management determined that it was not recoverable within a reasonable period of time.

NOTE 4  OIL AND GAS PROPERTIES

Oil and gas properties consisted of the following at:

September  30,December 31,2006
(Unaudited)2005Acquisition and exploration costs, unproven, not subject to depletion$  1,035,562$  1,015,759
The Company's oil and gas activities are currently conducted in the United States. The following is a description of the Companys oil and gas acquisition and exploration activities:

Harvester Property, California, USA:
The Company owns a 2% royalty interest carried at a nominal value of $1 due to the uncertainty of realization.

LAK Ranch Oil Project, Wyoming, USA:
The Company owns a 0.7% gross overriding royalty interest on 6,360 acres of oil and natural gas rights located in the Powder River Basin of eastern Wyoming carried at a nominal value of $1 due to the uncertainty of realization.

Uinta Basin Property, Utah:
On October 26, 2004, the Company entered into a letter of intent with Pioneer Oil and Gas (Pioneer), whereby the Company could acquire an undivided 85% working interest and an undivided 68% net revenue interest in 13,189 acres located in Wasatch County, Utah, known as the Uinta Basin.  The Company paid Pioneer a deposit of $50,000 for the exclusive right to enter into a participation agreement with Pioneer on or before January 18, 2005.

On January 18, 2005, the Company entered into the participation agreement with Pioneer as described above.  Total consideration paid to Pioneer, including the $50,000 deposit, was $706,279.  In addition, the Company issued 1,200,000 restricted common shares valued at $264,000 on February 7, 2005 as finders fees to certain third parties who were responsible for tabling the Uinta Basin gas project to the Company.  The Company has also committed to paying a 1.5% gross royalty to one of these third parties on all revenue received by it from the Uinta Basin gas project.  (See below).
As part of the participation agreement, Pioneer has agreed to provide the Company with 2-D seismic data crossing the acreage. Any additional seismic data that Pioneer or the Company may mutually agree to acquire over the acreage shall be paid for entirely by the Company with the parties owning the data in the same proportion as their working interest in the acreage. In addition, the Company will be required to drill an initial test well at a location on the acreage mutually agreed upon by Pioneer and the Company. The Company will serve as the operator in drilling the acreage.
The Company is currently in contract negotiations with a Geophysical company to perform the required seismic work. The Company has also retained Greg Wood of Wood Geophysical, Inc. of Utah to co-ordinate and supervise the 2-D Seismic program on the Shotgun Draw Prospect.
A report on local faulting in and around Strawberry Ridge, which runs North-South through the center of our lease, has been received. The report was provided by Geologist Paul Anderson pursuant to his site inspection conducted in early September, and was produced on the area to confirm prior fault mapping results.
An application for a conventional seismic line to be completed with helicopter support in the Ashley National Forest has been filed. This particular line is several miles in length and is designed to tie in with another seismic line on the eastern boundary of the property and to cut across Strawberry Ridge at mid property. An application has also been prepared for the vibrator seismic line along Strawberry Ridge.

The Company is currently in contract negotiations with a Geophysical company to perform the required seismic work.  The Company has also retained Greg Wood of Wood Geophysical, Inc. of Utah to co-ordinate and supervise the 2-D Seismic program on the Shotgun Draw Prospect.

A report on local faulting in and around Strawberry Ridge, which runs North-South through the center of our lease.has been received. The report was provided by Geologist Paul Anderson pursuant to his site inspection conducted in early September, and was produced on the area to confirm prior fault mapping results.

An application for a conventional seismic line to be completed with helicopter support in the Ashley National Forest has been filed.  This particular line is several miles in length and is designed to tie in with another seismic line on the eastern boundary of the property and to cut across Strawberry Ridge at mid property.  An application has also been prepared for the vibrator seismic line along Strawberry Ridge.

The Company shall pay 100% of the costs of drilling the first two wells drilled on the acreage along with 100% of the costs of logging or testing the wells.  If either of the first two test wells is deemed a dry hole, the Company shall pay 100% of all costs of plugging and abandoning such well(s) and restoration of the surface upon which the well(s) reached its authorized depth and completion of all tests deemed necessary by the operator.  If the Company elects to complete either or both of the first two wells drilled on the acreage, the Company shall pay 100% of all completion costs through the tanks along with any costs associated to hook up the well(s) to pipeline for the well(s) to be capable of producing into a commercial pipeline for sale.  After the first two wells drilled, if productive, are hooked-up to a pipeline and capable of producing oil and gas in commercial quantities, the Company shall pay 85% of all costs of operating the first two wells and Pioneer shall pay 15% of the operation costs of such wells as reflected in their working interest ownership.  The Company is required to drill a well on the acreage before November 1, 2010, or the acreage acquired will revert back to Pioneer.  As of September 30, 2006, the Company had spent a total of $65,281 (December 31, 2005 - $45,478) on the initial exploration of the property.
By an agreement dated June 1, 2006,a finder who raised the majority of the proceeds of the Companys private placement as described in Note 6 will also receive a 1.5% gross royalty of all revenue produced by the Uinta Basin project and paid to the Company.  The Company has not recorded a finders fee in connection with this gross royalty as the fair value of this royalty is not determinable based on the Companys lack of revenue generating history on this property.  The proceeds from the Companys private placement are being used to meet the terms of the participation agreement with Pioneer and to provide general working capital.
F-5

NOTE 5  DEFERRED COMPENSATION

On February 1, 2005, the Company entered into an agreement with Holm Investments Ltd. (Holm), a privately company owned by a significant shareholder of the Company, for a two-year term whereby Holm will provide investor relations services to the Company (valued at $55,000) in exchange for 250,000 restricted shares of the Companys common stock. Holm will provide such services as researching, editing and generating a company profile, relaying the Companys business perspectives and distribution of corporate updates, including press releases.

On May 15, 2005, the Company entered into an agreement with Palisades Financial Ltd. (Palisades), a private company owned by an individual who is also part of the Companys management, for a two-year term, whereby Palisades will provide investment-banking services to the Company (valued at $56,000) in exchange for 400,000 restricted shares of the Companys common stock. The investment banker will provide access to investors and ongoing funding for the Companys investments, particularly the Uinta Basin project.

On May 22, 2006, the Company entered into an agreement with a consultant for a three-month term, whereby the consultant provided financial services to the Company (valued at $75,000) in exchange for 500,000 restricted shares of the Companys common stock.  The agreement may be extended by mutual agreement of the parties


but as of the date of these financial statements, it has not been extended.

The Company amortizes the costs of these services over the respective terms of the contracts.  At September 30, 2006, the unamortized portion of the deferred compensation totaled $26,671 (December 31, 2005 - $68,290).

NOTE 6 - STOCKHOLDERS EQUITY

(1)   2006 Stock Transactions

During the nine months ended September 30, 2006, the Company issued a total of 600,000 common shares pursuant to the Companys 2005 Stock Incentive and Option Plan at prices ranging from $0.11 per share to $0.12 per share for total proceeds of $67,000.

On April 6, 2006, the Company issued 100,000 restricted common shares with a fair value of $12,000 to a consultant for services related to the Uinta Basin project.

On May 17, 2006, the Company completed a private placement and issued 8,000,000 Series A units at $0.10 per unit for gross proceeds of $800,000 ($648,545 net of issuance costs).  Each Series A unit consists of (i) one restricted share of the Company's common stock and (ii) one-half of a Series A warrant with each whole Series A warrant entitling the subscriber to acquire one share of the Company's common stock at a purchase price of $0.20 per share for a period of eighteen months.  A finders fee of 15% of the total proceeds was paid in the form of 1,200,000 restricted shares of the Companys common stock. On July 14, 2006 (declared effective July 27, 2006), the Company filed a Form SB-2 Registration Statement with the SEC in accordance with the requirements of the placement agency agreement.  The Company registered a total of 13,200,000 shares of common stock being the 8,000,000 subscriber shares, the 1,200,000 finders shares and 4,000,000 shares underlying the subscriber Series A warrants.  On September 27, 2006, 400,000 of the finders shares were returned to the Company for cancellation.  As a result, the finder received a total fee of 800,000 shares of the Companys common stock.

On May 23, 2006, the Company issued 50,000 restricted common shares with a fair value of $7,500 to a consultant for services related to the Uinta Basin project and for services as a member of the Companys advisory board.

On May 22
, 2006 (Note 5), the Company issued 500,000 restricted common shares with a fair value of $75,000 pursuant to a consulting agreement for corporate finance services.


F-6
(2)  2006 Stock Options

(a)
The fair value of the common stock options granted during the period was estimated at the grant date using the Black-Scholes option pricing model with the following weighted average assumptions:

Expected dividend yield
    0%Risk-free interest rate
    4.88%Expected volatility
    153%Expected option life (in years)
    5
(b)
During the three months ended March 31, 2006, the Company granted a total of 500,000 five-year common stock options at an exercise price of $0.11.  The Company recognized stock-based compensation of $50,000, which represented the estimated fair value of these stock options.

(c)
During the three months ended June 30, 2006, the Company granted a total of 100,000 five-year common stock options at an exercise price of $0.12.  The Company recognized stock-based compensation of $11,000, which represented the estimated fair value of these stock options.

(d)
On September 29, 2006, the Company filed a Registration Statement on Form S-8 to cover up to 4,200,000 shares of common stock to be issued pursuant to the Companys 2006 Stock Incentive and Option Plan.  None of these options have been granted to date.

(e)
As of September 30, 2006, there were 5,775,000 stock options available for grant under the Companys 2005 Stock Incentive and Option Plan and 4,200,000 stock options available for grant under the Companys 2006 Stock Incentive and Option Plan.

(e)
The Companys stock option activity was as follows:

Number of optionsWeighted Average Exercise PriceWeighted Average Remaining Contractual LifeBalance, December 31, 2005-$                              --Granted600,0000.115 yearsExercised(600,000)--Balance, September 30, 2006 (Unaudited)-$                            --
F-7
NOTE 7  RELATED PARTY TRANSACTIONS

During the nine months ended September 30, 2006, the Company incurred $15,034 (2005 -$22,801) in management fees to directors. As of September 30, 2006, the Company owed $9,000 in management fees.

During the nine months ended September 30, 2006, the Company incurred $16,507 (2005 - $16,934) in rent and office expenses to a private company controlled by a shareholder.

During the nine months ended September 30, 2006, the Company incurred $1 27,418 (2005 - $735,786) in consulting fees to significant shareholders, the majority of it which     is to a shareholder who is part of management, and $11,079 (2005 - $18,685) in professional fees paid to another shareholder .

During the nine months ended September 30, 2006, a company controlled by a significant shareholder earned $20,622 (2005 - $18,336) pursuant to prepaid services agreements (See note 5).

At September 30, 2006, an amount of $194,152 (2005 - $122,678) was receivable from Golden Spirit Enterprises Ltd.  This amount is non-interest bearing and has no specific terms of repayment.

At September 30, 2006, amounts due to related parties were $106,687 (2005 - $68,856).

NOTE 8 - INCOME TAXES

Potential benefits of United States Federal income tax losses are not recognized in the accounts until realization is more likely than not. As of September 30, 2006, the Company has combined net operating losses carried forward totaling approximately $16,900,000 for tax purposes which expire through 2025. Availability of loss usage is subject to change of ownership limitations under Internal Revenue Code 382 for 2002 and prior year’s losses.  Pursuant to SFAS No. 109, the Company is required to compute tax asset benefits for net operating losses carried forward. Future tax benefits which may arise as a result of these losses have not been recognized in these financial statements, as their realization is determined not likely to occur and accordingly, the Company has recorded a valuation allowance for the deferred tax asset relating to these tax loss carry forwards.

NOTE 9  SUPPLEMENTAL CASH FLOW

Nine month
Nine month

period ended
period ended

September 30, 2005
September 30, 2004

------------------
------------------
Cash paid during the period for:
Interest

$     -

$     -
Income taxes
$     -

$     -



****
NOTE 10-CONTIGENCY


On February 21, 2002, the Company issued 350,000 common shares with a fair value of $119,000 to Empire Sterling Corporation (Empire) for services to be rendered with respect to the planned acquisition of ACGT Corporation (ACGT).  The shares were to be held in trust and not sold until all necessary financing was in place to complete the ACGT acquisition. Empire breached the trust agreement and the Company placed a stop transfer on these shares and requested they be returned to the Company. Empire failed to return the share certificate to the Company so the Company commenced court proceedings against the principals of Empire. The Company argued for an interim injunction against all parties and was successful. On May 9, 2002, the Court ordered Empire to deposit the shares with the Court pending judicial disposition.  The Company continued to file legal process claiming ownership of the shares and breach of trust inter alia. The Company was subsequently successful and has now applied to have the share certificates released and cancelled. As of September 30, 2006, the Company is still in the process of having the certificates released.



NOTE 11 SUBSEQUENT EVENTS

In October 2006, the Company issued 5,775,000 common shares from the cashless exercise of options pursuant to option grants under the Companys 2005 Stock Option and Incentive Plan and 425,000 common shares from the exercise of options pursuant to option grants under the Companys 2006 Stock Option and Incentive Plan.  All shares were issued at an exercise price of $0.10 per share.
On November 1, 2006, the Company entered into an agreement with an Alberta Corporation, with a 2-year term, whereby the company will provide consulting services to the Company (valued at $48,000) in exchange for 480,000 restricted shares of the Company's common stock.


F-8


ITEM 2. PLAN OF OPERATION:

THIS FOLLOWING INFORMATION SPECIFIES CERTAIN FORWARD-LOOKING STATEMENTS OF MANAGEMENT OF OUR COMPANY. FORWARD-LOOKING STATEMENTS ARE STATEMENTS THAT ESTIMATE THE HAPPENING OF FUTURE EVENTS AND ARE NOT BASED ON HISTORICAL FACT.  FORWARD-LOOKING STATEMENTS MAY BE IDENTIFIED BY THE USE OF FORWARD-LOOKING TERMINOLOGY, SUCH AS "MAY", "SHALL", "WILL", "COULD", "EXPECT", ESTIMATE", "ANTICIPATE", "PREDICT", "PROBABLE", "POSSIBLE", "SHOULD", "CONTINUE", OR SIMILAR TERMS, VARIATIONS OF THOSE TERMS OR THE NEGATIVE OF THOSE TERMS.  THE FORWARD-LOOKING STATEMENTS SPECIFIED IN THE FOLLOWING INFORMATION HAVE BEEN COMPILED BY OUR MANAGEMENT ON THE BASIS OF ASSUMPTIONS MADE BY MANAGEMENT AND CONSIDERED BY MANAGEMENT TO BE REASONABLE. OUR FUTURE OPERATING RESULTS, HOWEVER, ARE IMPOSSIBLE TO PREDICT AND NO REPRESENTATION, GUARANTY, OR WARRANTY IS TO BE INFERRED FROM THOSE FORWARD-LOOKING STATEMENTS.

THE ASSUMPTIONS USED FOR PURPOSES OF THE FORWARD-LOOKING STATEMENTS SPECIFIED IN THE FOLLOWING INFORMATION REPRESENT ESTIMATES OF FUTURE EVENTS AND ARE SUBJECT TO UNCERTAINTY AS TO POSSIBLE CHANGES IN ECONOMIC, LEGISLATIVE, INDUSTRY, AND OTHER CIRCUMSTANCES. AS A RESULT, THE IDENTIFICATION AND INTERPRETATION OF DATA AND OTHER INFORMATION AND THEIR USE IN DEVELOPING AND SELECTING ASSUMPTIONS FROM AND AMONG REASONABLE ALTERNATIVES REQUIRE THE EXERCISE OF JUDGMENT. TO THE EXTENT THAT THE ASSUMED EVENTS DO NOT OCCUR, THE OUTCOME MAY VARY SUBSTANTIALLY FROM ANTICIPATED OR PROJECTED RESULTS, AND, ACCORDINGLY, NO OPINION IS EXPRESSED ON THE ACHIEVABILITY OF THOSE FORWARD-LOOKING STATEMENTS. NO ASSURANCE CAN BE GIVEN THAT ANY OF THE ASSUMPTIONS RELATING TO THE FORWARD-LOOKING STATEMENTS SPECIFIED IN THE FOLLOWING INFORMATION ARE ACCURATE, AND WE ASSUME NO OBLIGATION TO UPDATE ANY SUCH FORWARD-LOOKING STATEMENTS.

Our Background. Our Company, Avalon Energy Corporation, was formed under the laws of the State of Nevada on November 29, 1983 under the name Venture Group, Inc. On February 11, 1986, an amendment to the Articles of Incorporation was filed changing the corporate name to Asdar Corporation. On December 10, 1987, another amendment to the Articles of Incorporation was filed changing the corporate name to Asdar Group.  On February 18, 2001, Asdar Group filed a Certificate of Reinstatement with the Secretary of State of Nevada. On April 30, 2002, another amendment to the Articles of Incorporation was filed changing the corporate name to Precise Life Sciences Ltd. Additional amendments to the Articles of Incorporation were filed changing the corporate name as follows:

February 18, 2003 - Iceberg Brands Corporation
August 28, 2003 - Avalon Gold Corporation
March 22, 2005 - Avalon Energy Corporation
2


Our Company was originally incorporated to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Nevada.  Under former management, we were engaged primarily in the acquisition of controlling equity positions in companies experiencing financial or operating difficulties, from inception in 1983 to 1986.  During 1985 and 1986, we sold our equity positions in these companies.

Under former management, in 1987, we announced our Registration Distribution Program, which was designed to assist privately owned companies in becoming publicly held.  As a result of a regulatory review in 1988, certain changes were required to be made to the program which former management deemed to be impracticable and all efforts in this business were terminated in 1990.

Our Business. Our Company, Avalon Energy Corporation, was an inactive shell corporation from 1991 to December 1995, when we began the process of identifying potential business interests, including, but not necessarily limited to, interests in the "Internet E-Commerce".  In this regard, on March 8, 2000, we signed a Technology Development Agreement with TekMaster Ltd., a British Columbia corporation, and with Xntrik Enterprises Ltd., a British Columbia corporation (the "Tech Agreement"), to fund development of a Scalable Server Platform. The Tech Agreement called for us to issue two million (2,000,000) shares of the company's $.001 par value common stock with Rule 144 Restrictions, valued at $600,000 and to fund two hundred thousand ($200,000) dollars in Canadian Funds for ongoing development costs. The Tech Agreement also called for Xntrik Enterprises Ltd. to design and develop the software and for Tek Master Ltd. to design an interface for an administrative toolkit to manage clients.

We spent U.S. $737,300 to develop the scalable server platform. However, with the sharp decline in the Internet industry, we decided to abandon the project. The costs associated with this project were expensed.  During that time our Company was reconsidering our Internet-related activities, we first ventured into a project involving the tagging of cattle from birth to prevent the breakout of mad cow disease. This project, under the name of Precise Life Sciences Ltd. was not pursued. Secondly, we ventured into a project involving the franchising of the Iceberg Drive Inn chain of restaurants. This project, under the name of Iceberg Brands Corporation was also not pursued. Ultimately we, the management of the Company, decided to pursue mineral properties and oil and gas interests.

Our Oil and Gas Properties

1. The Utah Property.

On October 26, 2004, our Company entered into a letter of intent with Pioneer Oil and Gas ("Pioneer"), a Utah Corporation for the exclusive right to enter into a Participation agreement with Pioneer on or before January 18, 2005. We advanced Pioneer a $50,000 non-refundable deposit and in return was pledged an exclusivity period to carry out its due diligence with respect to acquiring certain overpressured gas leases in the Uinta Basin, Utah.

On January 18, 2005, we entered into a Participation Agreement with Pioneer to acquire an undivided 85% working interest and an undivided 68% net revenue interest in 13,189 acres located in Wasatch County, Utah, known as the "Uinta Basin".

An independent title search was conducted on the acreage involved in the Participation Agreement and determined that Pioneer had good and marketable title to the leases. As such, on January 18, 2005, the Participation Agreement was duly signed and the balance of 656,279 was delivered to Pioneer to complete the closing. The total consideration paid to Pioneer to acquire the 13,189 acres was $706,279.


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In addition, certain non-related parties were responsible for tabling the Uinta Basin Over-pressured Gas Project to us.  Our Company issued 1,200,000 restricted common shares valued at $264,000 on February 7, 2005 to these parties for their efforts resulting in the acquisition of 13,189 acres in Wasatch County, Utah.

We have spent a total of $970,279 in acquisition costs and $52,936 in development costs on the Uinta property to date. The 2-D seismic lines have been selected and the related archaeological surveys have been completed leading to the posting of the planned seismic work by forest services.  We are currently waiting for the comment period to expire.

As part of the agreement, Pioneer has agreed to provide us with 2-D seismic data crossing the acreage, on a confidential basis. Any additional seismic that Pioneer or our Company may mutually agree to acquire over the acreage shall be paid entirely by us with the parties owning the data in the same proportion as their working interest in the acreage. In addition, we will be required to drill an initial test well at a location on the acreage mutually agreed upon. We will serve as the Operator in drilling the acreage and must drill the initial well prior to November 1, 2010.

Our Company shall pay 100% of all costs of drilling the first two wells drilled on the acreage along with 100% of all costs of logging or testing the wells.  If either of the first two test wells is deemed a dry hole, we shall pay 100% of all costs of plugging and abandoning such well(s) and restoration of the surface upon which the well(s) reached its authorized depth and completion of all tests deemed necessary by the Operator.

If we elect to complete either or both of the first two wells drilled on the acreage, we shall pay 100% of all completion costs through the tanks along with any costs associated to hook up the well(s) to pipeline for the well(s) to be capable of producing into a commercial pipeline for sale.  If we do not wish to participate in an attempted completion of a well, we shall so notify Pioneer within twenty-four (24) hours (excluding Saturday, Sunday and legal holidays) after reaching Casing Point and all electric logs have been received, at which time the provisions of Article VI of the Operating Agreement shall govern such completion attempt.

After the first two wells are drilled and if productive are hooked-up to a pipeline and capable of producing oil and gas in commercial quantities, we shall pay 85% of all costs of operating the first two wells and Pioneer shall pay 15% of the operation costs of such wells as reflected in their working interest ownership in such wells.

Subsequent wells drilled after the first two wells on the Contract Acreage shall require Pioneer to either farm out its interest on a well by well basis under Article VI herein or participate or not participate for its interest in the well pursuant to the provisions contained in the Operating Agreement.

On November 10, 2004, we ventured into an agreement with Golden Spirit Mining Ltd., ("Golden Spirit") a company with directors in common, to sell a 40% working interest in the Uinta Basin Lease.  Upon signing of the agreement, Golden Spirit issued 1,000,000 restricted Rule 144 common shares valued at $70,000 as a non-refundable deposit to us. Golden Spirit had a right to acquire the 40% working interest in the gas lease upon our Company receiving a payment of US$750,000 on or before December 10, 2004.

On December 10, 2004, our Company granted Golden Spirit an extension until December 24, 2004 to meet the requirements of the initial agreement. We received an additional non-refundable 1,000,000 restricted Rule 144 common shares valued at $60,000 as consideration for the extension. In return, Avalon will issue and deliver 2,000,000 shares of its common stock to Golden Spirit. We did not receive the payment of US$750,000. On January 4, 2005 we issued a default notice to Golden Spirit for failure to meet the terms of the agreements that were terminated. The 2,000,000 restricted Rule 144 common shares are recorded as available for sale securities.

In March 2006, our Company filed a Notice of Intent and Authorization to Conduct Oil and Gas Geophysical Exploration Operations with the United Sates Bureau of Land Management (BLM) for its Shotgun Draw prospect in Wasatch County, Utah. The application seeks approval for seismic exploration consisting of two 2-D seismic line layouts covering five miles across the Shotgun Draw federal lease. The survey method will consist of numerous shot holes at spacing intervals of 330 feet. The Company anticipates taking advantage of existing roads, wherever possible, to minimize the logistics and costs to conduct the survey.
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We are currently in contract negotiations with a Geophysical company that has a proven track record of performing seismic related work all over the Western United States.
We have retained Greg Wood of Wood Geophysical, Inc. of Utah to co-ordinate and supervise the 2-D Seismic program on the Shotgun Draw Prospect.

We have also received a report on local faulting in and around Strawberry Ridge, which runs North-South through the center of our lease. The report was provided by Geologist Paul Anderson pursuant to his site inspection conducted in early September, and was produced on the area to confirm prior fault mapping results.

The principal regional fault just to the west of Strawberry Ridge and running in a north - south direction paralleling the ridgeline was successfully located.  Logistically, this is positive news since the initial wells can be drilled on Strawberry Ridge taking advantage of the current two and one half kilometer access road located on top of the ridgeline.

It is also likely that this main fault will provide stratigraphic closure of the undisturbed sedimentary stack lying to the east and including the ridge which covers half the acreage of the property.  Although the our principal target is deep basin gas at 15,000 feet, these wells will also provide possible indications of conventional gas traps at shallower horizons.  A vibrator seismic line has been planned for the entirety of the ridgeline, turning westerly on the southern end to cross over the fault.

An application for a conventional seismic line to be completed with helicopter support in the Ashley National Forest has been filed.  This particular line is several miles in length and is designed to tie in with another seismic line on the eastern boundary of the property and to cut across Strawberry Ridge at mid property.  An application has also been prepared for the vibrator seismic line along Strawberry Ridge.

Extensive outcrops of fissal oil shale along the access road to the west of the ridge and fault were further observed by Geologist Paul Anderson.

2. The Wyoming Property. We own a 0.7% gross overriding royalty interest on 6,360 acres of oil and natural gas rights located in the Powder River Basin of eastern Wyoming carried at a nominal value of $1 due to the uncertainty of realization. During the year ended December 31, 2004, there was no production from the Wyoming property.

In January of 2004, Derek Oil and Gas Corporation (Derek) and Ivanhoe Energy (USA) Inc. (Ivanhoe) formalized their agreement to jointly develop the LAK Ranch field using thermal recovery technology.

Based on Avalon's ongoing agreement with respect to the LAK Ranch, if Derek sells any or all of its interest in the LAK Ranch Property, it will pay to Avalon, subject to adjustments, 7.5% of the net sales proceeds on the first USD$7,500,000 and 1% on any balance over and above USD$7,500,000.

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Under terms of their agreement, Ivanhoe will become operator and earn a 30% working interest in the project by financing the $1.1 million in capital cost of pilot phase. Following the pilot phase, Ivanhoe has the option to increase its working interest to 60% by providing an additional $3.9 million in capital costs toward the initial development phase. After the $5 million threshold is reached, all future capital expenditures will be shared on a working-interest basis.

In the first quarter of 2004, surface preparations were complete and steaming operations began. Assuming successful development of the project, the companies expect to recover between 30 and 70 million barrels of oil using thermal recovery techniques. There is no assurance that these numbers are achievable given such factors as fluctuations in world prices for oil, general market conditions, risks inherent in operations and risks generally associated with enhanced recovery projects.

The LAK Ranch field, originally discovered in the 1920s, covers approximately 7,500 acres in the Powder River basin. Historically, oil production has been sporadic from a limited number of wells completed in the Newcastle Sand due to the abnormally low reservoir temperature in this part of the basin. However, the oil contains high levels of naphtha and the viscosity should respond dramatically to the application of heat through steam injection. To date, Derek has completed SAGD test well pair that was drilled to a depth of 1,000 feet and 1,800 feet horizontally into the Newcastle sand formation. Prior to 2004, more than 5,000 barrels of oil were recovered in limited preliminary testing. Avalon, through its predecessor Asdar has received royalty payments from the sale of every barrel of oil sold to date.

Ivanhoe Energy (USA) Inc. received approval on April 13, 2004 from the Wyoming Oil and Gas Commission to restart steam flooding of the LAK Field and the associated environmental monitoring plan.

Ivanhoe, as operator, reports that 13,000 barrels of steam were injected into the reservoir from late April through the end of May 2004, using the existing horizontal production well, Derek 1-P. Approximately 70% of the steam has been recovered to date and oil cuts are beginning to improve as anticipated. The oil is high-quality 19-degree API gravity, and contains high levels of naphtha. The second steam cycle began in July 2004, using a larger quantity of steam at a higher pressure to further stimulate oil production. The Wyoming Oil and Gas Conservation Commission have approved the higher surface injection pressure for the second cycle. The injection phase of the second round of cyclic steaming at LAK Ranch has been completed, with about 13,000 barrels of steam having been injected. As of October 12, 2004 about 20% of the load water has been recovered and some oil production has begun. The performance of the second steaming cycle is at approximately the same level as Ivanhoe's current reservoir model prediction.

Plans are to continue to produce the well and adjust the model based on the newly acquired data. To date the results of the second steam cycle are positive and are similar to results observed in other heavy oil steam flood. In April 2005, the third steam cycled commenced and to date has also been successfully completed.
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In November 2004, the first part of the $900,000 3-D seismic survey commenced at LAK Ranch. Some 3,800-receiver stations were surveyed and surveying of the source point locations was commenced. In December 2004, Ivanhoe Energy (USA) Inc. reported the successful completion of the data acquisition phase of the 3D seismic survey, at the LAK Ranch project in NE Wyoming. The survey has yielded excellent quality data. Processing and interpretation of the 3D data is underway and is on course for defining high-resolution targets that should permit continued development of the LAK Ranch.

Plans have begun for an additional vertical well, located approximately 200 feet north of the existing horizontal well pair. This well will be used for pressure and/or temperature monitoring of steam injection and for calibrating the seismic survey with up-to-date sonic data. The vertical well location has been selected so that it may be used as a future steam injector. Drilling of the well was completed in March 2005.

In addition, Pacific Geotechnical Associates of Bakersfield, California, has been retained to prepare an independent geologic/reservoir model incorporating all of the available LAK Ranch Project data. A great deal of this project data is now available in digital format from Ivanhoe Energy (USA) Inc., the project operator. New well data and 3-D seismic data will be integrated into the model as it becomes available.

In November 2005, it was reported that independent technical consultants have carried out further interpretation of 3D seismic data in the horizons deeper than the Newcastle Sandstone.  This in depth work has led to the discovery of several new exploration targets in deeper horizons below the Newcastle Sandstone.  Numerous options are available with respect to the exploration and development of these new targets.

Since the commencement of continuous steaming in October 2005, the shallower Newcastle Sandstone, which is being developed under an existing agreement, is currently producing increased quantities of oil from 40 to 60 barrels per day.

During 2005, Derek reported the following accomplishments on the LAK Ranch operations:

-In January of 2005 Derek reported completion of a $1 million USD 3-D seismic survey over 4.5 miles of the 7500-acre LAK Ranch property

-Three vertical injector wells were drilled, cased and activated

-Commenced the Continuous Steaming Program which demonstrated immediate positive results

-Increased oil production from a level of 10 to 15 bopd to 45-80 bopd

-Derek discovered new hydrocarbon potential through 3D seismic interpretation in lower horizons of the reservoir
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-Derek initiated discussions with Ivanhoe Energy to explore and develop the new hydrocarbon potential while continuing development and improving production levels from the Newcastle formation

-In December 2005 the LAK Ranch project broke even for the first time.

During 2006, Derek anticipates corporate operations on the LAK Ranch to include the following:

-Supporting the Operator & their exceptional technical expertise with enhanced oil recovery methods on the Newcastle formation of the LAK Ranch reservoir

-Offering the Operator potential strategies evaluated by Derek's consultants at Pacific Geotechnical and its highly qualified board of directors

-Monitoring results from the Continuous Steaming Program

-Establishing the economic viability of the project

-Working with Ivanhoe to determine the most cost effective plan to reach commercial production of the significant amounts of high quality oil that exists in the LAK Ranch reservoir

-Evaluating the ideal strategy to explore & develop the hydrocarbon potential in deeper horizons

-Determining an effective drill program

-Monitoring that the highest possible price is being received for LAK Ranch oil production

-Researching to acquire more land for further exploration & development

Since the end of August 2006, the limited "Continuous Steaming Program" that commenced in November 2005 continues to demonstrate positive reservoir reactions, increasing temperature readings, decreasing viscosity and increased oil production

-Successful results are being observed in the limited Pilot Program-Multiple targets for future development identified in the 3D seismic interpretation by Derek's geophysicist & geology consultants-Fiber optic system has been invaluable in monitoring the reservoir temperature-Produced water treatment expenses were greatly reduced with a more effective chemical used for reverse breaker (removes residual oil particles from produced water)- And they have successfully tested an economically viable EOR to extract the viscous oil

Recently, after a review of the results of the pilot phase of the project, it has been determined by Ivanhoe that the project is not large enough to support a heavy oil upgrading facility using Ivanhoes HTL upgrading technology. Derek has reached an agreement to purchase all of Ivanhoe's interest in the LAK Ranch Project. To consummate this agreement Derek and Ivanhoe have entered into a letter of intent reflecting this purchase that mutually benefits both parties.  On closing, Derek will have a 95% working interest in LAK Ranch Project and will be the project operator.

We received $1,272 in oil royalties in 2005 and a total of $4,397 as of September 30, 2006.

3. The California Property.

Our Company owns a 2% royalty interest in the Harvester Property carried at a nominal value of $1 due to the uncertainty of realization.

Our Mineral Properties:

LSA Mineral Claims, Nevada.  By Agreement dated January 26, 2004 and subsequent amendments dated March 8, 2004 and August 11, 2004, the Company agreed to acquire a 90% interest in seven (7) lode mining claims known as the LSA claims, located in Lander County, Nevada. As of December 31, 2005, management has decided not to proceed with its acquisition of the LSA claims.


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Available for Sale Securities.  During 2004, we received 111,111 post reverse-split restricted Rule 144 shares of Golden Spirit Enterprises Ltd. (Golden Spirit), a public company with directors and significant shareholders in common. The restricted shares were received as non-refundable consideration pursuant to agreements dated November 10, 2004 and December 10, 2004 with Golden Spirit. Effective December 31, 2004, our Company recorded an unrealized loss in the carrying value of its available-for-sale securities totaling $10,000, which was recorded as other comprehensive loss for the year. During the year ended December 31, 2005, the Company had an unrealized loss totaling $100,000 which had been recorded as other comprehensive loss.  The Company has recorded further unrealized losses in the carrying value of its available-for-sale securities totaling $2,332 during the current period which has been included in other comprehensive loss.  The 111,111 post reverse-split shares of Golden Spirits common stock are carried at fair market value of $11,668 as at September 30, 2006.

On December 31, 2003, we agreed to settle an outstanding debt receivable of $122,988 from Legacy Mining Ltd. (Legacy) for the issue of 1,229,880 restricted shares of Legacy at a value of $0.10 per share representing a 9.8% interest in Legacy. These

restricted shares were issued to us on February 20, 2004.  Legacy is a non-reporting entity with a director in common. Legacy is applying for listing on the OTC: BB and intends to become a fully reporting company in the USA.  In fiscal 2004, the Company wrote this investment down to $1 because management determined that it was not recoverable within a reasonable period of time.

Liquidity and Capital Resources.

For the nine month period ended September 30, 2006, we had total assets of $1,694,983, including cash of $450,697 and taxes recoverable of $2,904.  We have $1,035,562 invested in oil and gas properties, which is represented by $1,035,560 for 13,189 acres of gas leases located in Utah, $1 for an oil and gas interest located in Wyoming and $1 for an oil and gas interest located in San Joaquin, California.  We have available for sale securities with a fair value of $11,668 as at September 30, 2006 and a long- term receivable from Golden Spirit Enterprises Ltd. at cost of $194,152. The decrease in assets was primarily due to an increase in capital expenditures for the Uinta Basin Project.

At September 30, 2006, we had current liabilities of $124,973, which was represented by accounts payable and accrued liabilities of $24,107 and $100,866 due to related parties. As of December 31, 2005 we had current liabilities of $83,473. The decrease in liabilities was a result of payments made to decrease accounts payable.  At September 30, 2006, we had a working capital of $328,628 (December 31, 2005 - $41,582).

We do not believe that our current cash resources will be able to maintain our current operations for an extended period of time.   We will be required to raise additional funds or arrange for additional financing over the next 12 months to adhere to our development schedule.  No assurance can be given, however, that we will have access to additional cash in the future, or that funds will be available on acceptable terms to satisfy our working capital requirements. If we are not able to arrange for additional funding or if our officers, directors and shareholders stop advancing funds to us, we may be forced to make other arrangements for financing such as loans or entering into strategic alliances. We have not identified any alternative sources of financing.

Results of Operations

We have not yet realized any revenue from operations to date. Loss from operations for the three month period ended September 30, 2006 was $138,486 (2005 - $684,852).  Loss from operations for the nine month period ended September 30, 2006 was $495,790 (2005 - $2,031,283).   This decrease in loss was due to a decrease in stock based compensation expenses and consulting expenses.

From inception to September 30, 2006 our Company has incurred cumulative net losses of $21,351,746 resulting primarily from the write-down of $1,406,000  in its interests in oil and gas properties, write-down of $2,250,937 in its interest in ACGT Corporation, write-down of its investment in Legacy Mining Ltd. and also as a result of selling, general and administrative expenses including a litigation settlement of $2,291,070; management and consulting fees of $4,239,525; office and general expenses of $2,325,787; professional fees of $955,322; interest expense of $98,282 and software development costs of $737,300. In addition, we received $130,000 in property option income as a recorded value of certain restricted shares in Golden Spirit Enterprises Ltd. (See Part I, Utah property)

The cash and equivalents constitute our present internal sources of liquidity.

Because we are not generating any significant revenues, our only external source of liquidity is the sale of our capital stock and any advances from officers, directors or shareholders.

Our Plan of Operation for the Next Twelve Months

We anticipate that we will need to raise additional capital within the next 12 months in order to continue as a going concern.  We have completed a private placement financing for gross proceeds of $800,000 ($648,545 net of issuance costs) to fund the next phase of the Shotgun Draw, Uinta basin Overpressured Gas Project which is a 2-D seismic line.  To the extent that additional capital is raised through the sale of equity or equity- related securities, the issuance of such securities could result in dilution of our stockholders.  There can be no assurance that additional funding will be available on favorable terms, if at all.  If adequate funds are not available within the next 12 months, we may be required to curtail our operations significantly or to obtain funds through entering into arrangements with collaborative partners or others that may require us to relinquish rights to certain of our assets that we would not otherwise relinquish.

We anticipate some expenditure within the next 12 months for its new acquisition in the Uinta Basin, Utah that should not affect its liquidity. We will be seeking quotes on performing seismic on its acreage and it will also be seeking quotes on the cost of an environmental impact study requested by the regulatory authorities in Utah. Our Company will be seeking drilling permits in Utah and will incur costs towards an environmental study with respect to its 13,189 acres. In July 2005, based on a Well Development Report by Oso Energy Corporation, an engineering consulting firm based out of Durango, Colorado, it has been identified that the cost to drill each well would be at least $9,500,000 to a depth of about 16,000 feet.  We have retained surveyors, based on their availability, to conduct appropriate work required for a 2-D seismic line.

Our Company may elect to raise funds for potential drilling through equity financing or possible joint venture partnerships. We do not anticipate any significant mineral exploration costs within the next 12 months, nor do we anticipate the lease or purchase any significant equipment within the next 12 months. Also, we do not anticipate any significant changes in the number of our employees within the next 12 months.

During 2006, we plan to perform a 2-D seismic line on our Shotgun Draw, Uinta Basin prospect is estimated at a cost of $550,000.  This will be funded through equity financing

raised from the recently completed private placement. (See Item 2  Other Subsequent Changes in Securities)

Off-Balance Sheet Arrangements

Our company has not entered into any off balance sheet arrangements.

Recent Accounting Pronouncements
In September 2006, the FASB issued SFAS No. 157, *“Fair Value Measures”*(“SFAS No. 157”). This Statement defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles (GAAP), expands disclosures about fair value measurements, and applies under other accounting pronouncements that require or permit fair value measurements. SFAS No. 157 does not require any new fair value measurements. However, the FASB anticipates that for some entities, the application of SFAS No. 157 will change current practice. SFAS No. 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007, which for the Company would be the fiscal year beginning January 1, 2008. The Company is currently evaluating the impact of SFAS No. 157 but does not expect that it will have a material impact on its financial statements.

In September 2006, the FASB issued SFAS No. 158, “Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans.” This Statement requires an employer to recognize the over funded or under funded status of a defined benefit post retirement plan (other than a multiemployer plan) as an asset or liability in its statement of financial position, and to recognize changes in that funded status in the year in which the changes occur through comprehensive income.  SFAS No. 158 is effective for fiscal years ending after December 15, 2006. The Company does not expect that the implementation of SFAS No. 158 will have any material impact on its financial position and results of operations.In September 2006, the SEC issued Staff Accounting Bulletin (“SAB”) No. 108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements.” SAB No. 108 addresses how the effects of prior year uncorrected misstatements should be considered when quantifying misstatements in current year financial statements. SAB No. 108 requires companies to quantify misstatements using a balance sheet and income statement approach and to evaluate whether either approach results in quantifying an error that is material in light of relevant quantitative and qualitative factors. SAB No. 108 is effective for periods ending after November 15, 2006. The Company is currently evaluating the impact of adopting SAB No. 108 but does not expect that it will have a material effect on its financial statements .


ITEM 3.CONTROLS AND PROCEDURES

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

Our Chief Executive Officer, and our Chief Financial Officer, have performed an evaluation of the Company's disclosure controls and procedures, as that term is defined in Rule 13a-15(e) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as of September 30, 2006 and each has concluded that such disclosure controls and procedures are effective to ensure that information required to be disclosed in our periodic reports filed under the Exchange Act is recorded, processed, summarized and reported within the time periods specified by the Securities and Exchange Commission's rules and forms.


CODE OF ETHICS

We intend to adopt a code of ethics in 2006 that applies to our principle executive officer, principal financial officer, principle accounting officer or controller, other persons performing similar functions.  We intend to post the text of our code of ethics on our website in connection with our "Investor Relations" materials.  In addition, we intend to promptly disclose (1) the nature of any amendment to our code of ethics that applies to our principle executive officer principal financial officer, principle accounting officer or controller, other persons performing similar functions (2) the nature of any wavier, including an implicit wavier, from a provision of our code of ethics that is granted to one of these specific officers, the name of such person who is granted the waiver and the date of the waiver on our web site in the future.

We do not currently have a code of ethics as this is a new regulatory requirement and we are examining the various form and contents of other companies written code of ethics, discussing the merits and meaning of a code of ethics to determine the best form for our Company.

PART II  OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

On February 21, 2002, we issued 350,000 shares valued at $119,000 to Empire Sterling Corporation for services to be rendered with respect to the acquisition of ACGT Corporation.  The shares were to be held in trust and not sold until all necessary financing was in place to complete the ACGT acquisition. Empire Sterling Corporation breached the trust agreement and we placed a stop transfer on these shares and requested they be returned to the Company. Empire Sterling Corporation failed to return the share certificate and as such, we commenced court proceedings against the principals of Empire Sterling Corporation. Our Company argued for an interim injunction against all parties and was successful. On May 9, 2002, the Court ordered Empire Sterling Corporation to deposit the shares with the Court pending judicial disposition. We continued to file legal process claiming ownership of the shares and breach of trust inter alia. Our Company was successful and has now applied to have the share certificate released and subsequently cancelled.  As at September 30, 2006, we are still in the legal process of having the certificate released.


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ITEM 2 CHANGES IN SECURITIES

2006 Stock Transactions

During the nine months ended September 30, 2006, the Company issued a total of 600,000 common shares pursuant to the Companys 2005 Stock Incentive and Option Plan at prices ranging from $0.11 per share to $0.12 per share for total proceeds of $67,000.

On April 6, 2006, the Company issued 100,000 of restricted common shares with a fair value of $12,000 to a Consultant for services related to the Uinta Basin Prospect.

On May 17, 2006, the Company completed a private placement and issued 8,000,000 Series A Units at $0.10 per unit for gross proceeds of $800,000 ($648,585 net of issuance costs).  Each Series A Unit consist of (i) one restricted share of the Company's common stock and (ii) on half of a Series "A" warrant with each whole Series A warrant entitling the subscriber to acquire one share of the Company's common stock at a purchase price of $0.20 per share for a period of eighteen months.  A finders' fee of 15% of the total proceeds was paid in the form of 1,200,000 restricted shares of the Companys common stock. On July 14, 2006, the Company filed a Form SB-2 Registration Statement with the Securities and Exchange Commission in accordance with the requirements of the Placement Agency Agreement.  The Company registered a total of 13,200,000 shares of common stock being the 8,000,000 subscriber shares, the 1,200,000 finders shares and 4,000,000 shares underlying the subscriber Series A warrants.
Effective September 27, 2006, 400,000 of the finder’s shares were returned to the Company for cancellation. As a result, the finder received a total fee of 800,000 shares of the Company’s common stock, being 10% of the total proceeds from the private placement.

On May 23, 2006, the Company issued 50,000 restricted common shares with a fair value of $7,500 to a consultant for services related to the Uinta Basin Prospect and for services as a member of the Companys advisory board.

On May 25, 2006, the Company issued 500,000 restricted common shares with a fair value of $75,000 pursuant to a consulting agreement for corporate finance services.  A further 500,000 restricted common shares will be issued, to be held in escrow, following mutual agreement to retain the consultants services after a three-month period. After six months, and by mutual consent to continue services, the Company will issue 166,666 restricted common shares each month for six months to the consultant.

2005 Stock Transactions

During the year ended December 31, 2005, are Company issued:

(a) 5,950,000 Series A Units at $0.15 per unit upon completion of a private placement for total proceeds of $892,500.  Each Series A Unit issued by us was comprised of (i) one restricted share of the Companys $0.001 par value common stock and (ii) a series A warrant which will enable the subscriber to acquire from the us one share of the

Companys $0.001 par value common stock at a purchase price of $0.50 per share for a period of eighteen months.  A finders fee of ten percent of the total proceeds was paid in the form of 595,000 restricted common shares of Our Company, valued at $130,900.  In addition, the finder who raised the majority of the proceeds will also receive a 1.5% gross royalty of all revenue produced by the Uinta Basin project and paid to the Company.

(b) 7,225,000 common shares pursuant to our 2005 Stock Incentive and Option Plan at various prices for proceeds of $993,410;

(c) 150,000 restricted common shares valued at $31,000 to two consultants as compensation for their appointment to the advisory board;

(d) 1,200,000 restricted common shares to four parties valued at $264,000 for their assistance in acquiring the Uinta Basin project;

(e) 250,000 restricted common shares for a prepaid investor relations services contract valued at $55,000, which was recorded as deferred compensation;

(f) 400,000 restricted common shares for an investment banking service contract valued at $56,000 which was recorded as deferred compensation; and

(g) 125,000 restricted common shares previously issued for consulting services to be rendered in the amount of $16,250 were cancelled and returned to treasury.
2006 - Stock Options

(a) The fair value of the common stock options granted during the period was estimated at the grant date using the Black-Scholes option pricing model with the following weighted average assumptions:

Expected dividend yield0%Risk-free interest rate4.88%Expected volatility153%Expected option life (in years)5
(b) During the three months ended March 31, 2006 we granted a total of 500,000, 5-year common stock options at an exercise price of $0.11.  Of these options, all were granted to consultants.  We recognized   stock-based compensation of $50,000, which represented the fair value of shares issued for consulting   services rendered by consultants to us.  As at March 31, 2006, there are 5,875,000 stock options available   for grant.

(c) During the three months ended June 30, 2006, the Company granted a total of 100,000, five year common stock options at an exercise price of $0.12.  The Company recognized stock-based compensation of   $11,000, which represented the estimated fair value of these stock options.

(d)  As of September 30, 2006, there were 5,775,000 stock options available for grant under the Companys 2005 Stock Incentive and Option Plan and 4,200,000 stock options available for grant under the Companys 2006 Stock Incentive and Option Plan.

(e) Our stock option activity is as follows:

Number of optionsWeighted Average Exercise PriceWeighted Average Remaining Contractual LifeBalance, December 31, 2004-$                               --Granted during 20057,350,0000.08Cancelled during 2005(125,000)-Exercised during 2005(7,225,000)-Balance, December 31, 2005---Granted during 2006600,0000.115 yearsExercised during 2006(600,000)-Balance September 30, 2006-$                             --
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2005 - Stock Options

(a) The fair value of the common stock options granted during the year was measured at the grant date using the Black-Scholes option-pricing model with the following weighted average assumptions:

Expected dividend yield0%Risk-free interest rate3.71% - 4.17%Expected volatility44% - 133%Expected option life (in years)5
(b) During the year ended December 31, 2005 we granted a total of 7,350,000, 5-year common stock options at exercise prices of between $0.11 and $0.26 per share.  Of these options, a total of 460,000 were granted to an employee and 6,890,000 were granted to consultants.  The stock options granted to employees vested immediately upon grant. Of the total 6,890,000 share options granted to consultants, 3,693,000 were granted to directors and officers, significant shareholders and companies owned by these individuals.  On August 30, 2005, 125,000 of these stock options were cancelled.  Our Company recognized stock-based compensation of $620,640 in accordance with SFAS 123, which represented the fair value of shares issued for consulting services rendered by consultants to us.  The value of the stock options granted to related parties was recorded at $639,810. The 460,000 stock options granted to an employee were valued at $40,800 that has been recorded on a pro-forma basis.

(c) On January 19, 2005, the Company filed a Registration Statement on Form S-8 to register 5,000,000 shares of common stock to be issued pursuant to the Companys 2005 Stock Incentive and Option Plan (the Plan). These shares are to be issued when required from authorized and unissued common stock of the Company. The purpose of the plan is to provide the opportunity for eligible employees, consultants and members of the Board of Directors to increase their proprietary interest in us and as an incentive for them to remain in the service of our Company. The option price is set at the fair market value of the common stock at the date of issue. The term of the options, once granted, is not to exceed five years.

(d) On June 1, 2005, we filed a Registration Statement on Form S-8 to register 4,800,000 shares of common stock to be issued pursuant to the Plan.   These shares are to be issued when required from authorized and unissued common stock of the Company.  The purpose of the plan is to provide the opportunity for eligible employees, consultants and members of the Board of Directors to increase their proprietary interest in us and as an incentive for them to remain in the services of our Company. The option price is set at the fair market value of the common stock at the date of issue. The term of the options, once granted, is not to exceed five years.

(e) On December 15, 2005, we filed a Registration Statement on Form S-8 to register 3,800,000 shares of common stock to be issued pursuant to the Plan.  These shares are to be issued when required from authorized and unissued common stock of the Company.  The purpose of the plan is to provide the opportunity for eligible employees, consultants and members of the Board of Directors to increase their proprietary interest in us as well as an incentive for them to remain in the services of our Company. The option price is set at the fair market value of the common stock at the date of issue. The term of the options, once granted, is not to exceed five years.  To date none of these options have been granted.

2006 Other Subsequent Changes in Securities

Subsequent to September 30, 2006, the Company issued 5,775,000 shares on cashless exercise of options pursuant to option grants under the Companys 2005 Stock Option and Incentive Plan and 425,000 shares on exercise of options pursuant to option grants under the Companys 2006 Stock Option and Incentive Plan.  All shares were issued at $0.10 per share.

On November 1, 2006, the Company entered into an agreement with an Alberta Corporation, with a 2-year term, whereby the company will provide consulting services to the Company (valued at $48,000) in exchange for 480,000 restricted shares of the Company's common stock.

ITEM 3. Defaults upon Senior Securities

None.

ITEM 4. Submission of Matters to Vote of Security Holders

None.

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ITEM 5.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

The following table sets forth information as of September 30, 2006, with respect to the ownership of our Company's common stock by each person known by us to be the beneficial owner of more than five percent (5%) of our common stock, by each director and officer and by all officers and directors as a group.

Name of

Address of

Amount of Shares

% of Outstanding

Beneficial Holder

Beneficial Holder

Beneficially Owned

Common Stock

- -------------------------------------------------------------------------------------------------------------------------------



Cede & Co.



The Depository Trust Co

28,419,998 (1)

57.20 %



PO Box 222 Bowling Green Station



New York, NY 10272



Carlton Parfitt

#2025 -1358 W. Georgia Street

50,000

0.001 %

Director



Vancouver, BC V7T 1A8



All directors and Officers as a group

50,000



0.001 %



(1) The beneficial owners of these shares are not known to Avalon Energy Corporation





Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment power with respect to securities.  In accordance with Securities and Exchange Commission rules, shares of our common stock which may be acquired upon exercise of stock options or warrants which are currently exercisable or which become exercisable within 60 days of the date of the table are deemed beneficially owned by the optionees.  Subject to community property laws, where applicable, the persons or entities named in the table above have sole voting and investment power with respect to all shares of our common stock indicated as beneficially owned by them.



Changes in Control. Our management is not aware of any arrangements that may result in "changes in control" as that term is defined by the provisions of Item 403(c) of Regulation S-B.



B. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.





During the nine months ended September 30, 2006, the Company incurred $15,034 (2005 -$22,801) in management fees to directors. As of September 30, 2006, the Company owes $9,000 in management fees.



During the nine months ended September 30, 2006, the Company incurred $16,507 (2005 - $16,934) in rent and office expenses to a private company controlled by a shareholder.



During the nine months ended September 30, 2006, the Company incurred $138,497 (2005 - $735,786) in consulting fees to significant shareholders, the majority of it which is to a shareholder which is part of management, and $11,079 (2005 - $18,685) in professional fees paid.



During the nine months ended September 30, 2006, a company controlled by a significant shareholder earned $20,622 (2005 - $18,336) pursuant to prepaid services agreements



At September 30, 2006, an amount of $194,152 (2005 - $122,678) was receivable from Golden Spirit Enterprises Ltd.  This amount is non-interest bearing and has no specific terms of repayment.



At September 30, 2006, an amount of $6,001 (2005 - $1) was receivable from Legacy Mining Ltd.  This amount is unsecured, non-interest bearing and has no specific terms of repayment.



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At September 30, 2006 and December 31, 2005, amounts due to related parties were $100,866 and $68,856, respectively.



At September 30, 2006, the following amounts are due to related parties:



|                        |   |                    |   |                  
|----------------------- | - | ------------------ | - | -----------------
|                        |   | September 30,
2006 |   | December 31, 2005
|Significant shareholder | $ | 100,866            | $ | 68,857           



All related party transactions are in the normal course of business and are measured at the exchange amount, which is the amount of consideration established and agreed to by the related parties.



C. DESCRIPTION OF PROPERTY.



As of the dates specified in the following table, Avalon Energy Corporation held the following property in the following amounts:



Property

September 30, 2006

December 31, 2005

----------------------------------------------------------------------------------

Cash

$ 450,697

$ 41,081



Avalon Energy Corporation defines cash equivalents as all highly liquid investments with maturity of 3 months or less when purchased. Avalon Energy Corporation does not presently own any interests in real estate. Avalon Energy Corporation does not presently own any inventory or equipment.



ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K



Exhibit 31.1 - Section 906 Certification of Periodic Report of the Chief Executive Officer.



Exhibit 31.2 - Section 906 Certification of Periodic Report of the Chief Financial Officer.



Exhibit 32.1 - Section 302 Certification of Periodic Report of the Chief Executive Officer.



Exhibit 32.2 - Section 302 Certification of Periodic Report of the Chief Financial Officer.



Reports on Forms 8-K  None



Reports on Form SB-2  Filed July 14, 2006



SIGNATURES



Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange Act of 1934, the Registrant has duly caused to be signed on its behalf by the undersigned, whereunto duly authorized.



AVALON ENERGY CORPORATION



Date: November  14 , 2006

By: /s/ Robert Klein

---------------------------

Robert Klein

Chief Executive Officer

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