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, 2004

[ ] 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 GOLD CORPORATION
                     (Formerly Iceberg Brands Corporation)
            (Exact name of registrant as specified in its charter)

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

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 September 30, 2004 there were
17,695,492 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-F14

Item 2.   Management's Discussion and Analysis or Plan of Operation.....2-6

Item 3.   Controls And Procedures........................................7

Part II. OTHER INFORMATION

Item 1.   Legal Proceedings..............................................8

Item 2.   Changes in Securities and Use of Proceeds......................8

Item 3.   Defaults Upon Senior Securities................................9

Item 4.   Submission of Matters to a Vote of Security Holders............9

Item 5.   Other Information..............................................9

Item 6.   Exhibits and Reports on Form 8-K...............................10

SIGNATURES...............................................................10

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

ITEM 1. Financial Statements



                            AVALON GOLD CORPORATION
                     (Formerly Iceberg Brands Corporation)
                         (An Exploration Stage Company)

                                 BALANCE SHEETS

<table>
<caption>

                                                        <c>                     <c>
                                                          September 30
                                                             2004              December 31,
                                 ASSETS                   (unaudited)              2003
                                                         ----------           -----------
CURRENT ASSETS
     Cash                                                $    37,483         $     2,262
     Accounts Receivable                                       2,835                   -
     Taxes recoverable                                           223               1,521
     Current portion of service contract (Note 6)            271,795             365,707
                                                           ----------          ----------
                                                             312,336             369,490

INVESTMENT IN LEGACY MINING LTD.(Note 3)                     126,989                   -
DUE FROM GOLDEN SPIRIT MINERALS LTD.                          54,862             167,899
PREPAID SERVICE CONTRACT (Note 6 )                            15,750             107,337
DEPOSIT IB ACQUISITION OF MINERAL PROPERTY (Note 4)                -               9,000
OIL AND GAS PROPERTIES (Note 5)                                    2                   2
                                                           ----------           ----------
                                                         $   509,939         $   653,728
                                                           ==========           ==========

                 LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
        Accounts payable and accrued liabilities         $    10,814         $     19,621
        Due to related parties (Note 8)                      176,542              292,473
                                                           ----------           ----------
                                                             187,356              312,094
                                                           ----------           ----------

COMMITMENTS AND CONTINGENCIES (NOTE 1 and 10)


STOCKHOLDERS' EQUITY (Note 7)
    Common stock, $.001 par value, 200,000,000
     shares authorized 17,695,492 (2003-9,305,492)
      shares issued and outstanding                            57,410              49,021
    Additional paid-in capital                             18,819,254          17,751,644
    Shares subscriptions receivable                                 -            (232,094)
    Deficit accumulated during the development stage      (18,554,081)        (17,226,937)
                                                           ----------           ----------
                                                              322,583             341,634
                                                           ----------           ----------
                                                        $     509,939        $    653,278
                                                           ==========           ==========

The accompanying notes are an integral part of these financial statements

</table>
<page>F-1


                            AVALON GOLD CORPORATION
                     (Formerly Iceberg Brands Corporation)
                         (An Exploration Stage Company)

                        INTERIM STATEMENT OF OPERATIONS
                                  (Unaudited)
<table>
<caption>

                                     <c>          <c>             <c>            <c>           <c>

                                                                                              Cumulative
                                       Three         Three        Nine          Nine            from
                                       Months        Months       Months        Months        January 1,
                                       ended         ended        ended         ended         1996 to
                                       September     September    September     September     September
                                       30, 2004      30, 2003     30, 2004      30, 2003      30,  2004
                                     ----------    ----------     ----------     ----------   ----------
GENERAL AND ADMINISTRATIVE EXPENSES
  Litigation settlement            $        -    $        -    $         -   $         -     $  2,291,070
  Management and consulting fees       56,750        87,000        397,800       442,938        2,688,671
  Consulting fees-Stock based
    compensation(Note 7)              290,500        39,400        338,500       402,100          989,500
  Mineral property
    acquisition cost(Note 4)            1,000             -        123,041             -          123,014
  Loss on settlement of debt (Note 7)       -             -         62,000             -          718,784
  General and Administrative          134,657        86,401        341,839       290,191        1,916,461
  Professional fees                    10,623        26,422         63,992       113,335          788,340
  Interest expense                          -             -              -             -           98,282
  Software development costs                -             -              -             -          737,300
                                    -----------   -----------   -----------     ----------     ----------
LOSS BEFORE THE FOLLOWING             493,530       239,223      1,327,145     1,248,564       10,351,512

Write-down of oil and gas properties        -            -               -             -        1,406,000
Write-off (recovery) of ACGT interest       -            -               -             -        2,250,937
Loss on Iceberg Drive Inn Investment        -            -               -        85,000           85,000
                                    -----------   ---------    ------------    ----------     -----------

NET LOSS FOR THE PERIOD            $ (493,530)  $ (239,223)   $ (1,327,145)  $(1,333,564)   $(14,093,449)
                                    =========== ===========    ============   ===========    =============



BASIC NET LOSS PER SHARE           $   (0.03)  $   (0.05)     $     (0.09)   $    (0.31)
                                     =========  ==========      ===========     ==========
WEIGHTED AVERAGE COMMON
     SHARES OUTSTANDING             16,534,786   4,933,080      13,914,962      4,365,880
                                    =========== ===========     ===========     ==========
The accompanying notes are an integral part of these financial statements


</table>
<Page>F-2





                              AVALON GOLD CORPORATION
                       (Formerly Iceberg Brands Corporation)
                           (An Exploration Stage Company)

                        INTERIM STATEMENTS OF CASH FLOWS
                                  (Unaudited)

<table>
<caption>

                                                                   <c>                 <c>              <c>

                                                                                                              Cumulative
                                                                    Nine Months         Nine Months         from January 1,
                                                                       ended               ended               1996 to
                                                                    September 30,       September 30,       September 30,
                                                                        2004                2003                2004
                                                                     -----------        -----------         -----------
CASH FLOWS FROM OPERATING ACTIVITIES
       Net loss for the period                                     $  (1,327,145)     $   (1,333,564)      $ (14,093,449)
       Adjustments to reconcile net loss to net cash from
        operating activities:
        - Fees and services paid for with common shares                  642,499             678,436            2,614,709
        - stock-based compensation                                       338,500             402,100              989,500
        - interest paid for with common shares                                 -              32,925               80,872
        - loss on settlement of debt                                      62,000                   -              718,784
        - software development costs paid for with common shares               -                   -              600,000
        - non cash exploration costs                                     119,000                   -              119,000
        - write-down of interest in oil and gas properties                     -                   -            2,250,937
        - write-down of interest in ACGT Corporation                           -           1,406,000            1,406,000
        - Loss on Iceberg Drive Inn Investment                                 -              85,000               85,000
        - other non-cash expenses                                              -                   -            2,557,382
                                                                      -----------          -----------         -----------
                                                                        (165,146)           (168,028)          (2,671,265)
        - net changes in working capital items                           (24,064)           (421,170)             559,955
                                                                      -----------          -----------         -----------
CASH USED IN OPERATING ACTIVITIES                                       (189,210)           (589,198)          (2,111,310)
                                                                      -----------          -----------         -----------

CASH FLOWS USED IN INVESTING ACTIVITIES
   Investment in Iceberg Acquistion Corporation                                -             (95,000)            (120,000)
   Oil and gas property acquistion                                             -                   -             (684,934)
                                                                      -----------          -----------          -----------
CASH USED IN INVESTING ACTIVITIES                                              -             (95,000)            (804,934)
                                                                      -----------          -----------          -----------
CASH FLOWS FROM FINANCING ACTIVITIES
   Bank overdraft                                                              -                  32                    -
   Net proceeds on sale of common stock                                  108,500             852,000            1,298,740
   Net proceeds from common stock subscriptions                                -                   -              633,000
   Net advances (to) from related parties                                115,931            (167,834)             601,987
   Advances receivable                                                         -                   -              420,000
                                                                      -----------          -----------          -----------
CASH FLOWS FROM FINANCING ACTIVITIES                                     224,431             684,198            2,953,727
                                                                      -----------          -----------          -----------
INCREASE IN CASH                                               35,221                   -               37,483

CASH, BEGINNING OF PERIOD                                                  2,262                   -                    -
                                                                      -----------          -----------          -----------
CASH, END OF PERIOD                                                  $    37,483       $           -          $    37,483
                                                                      ===========          ===========          ===========

Supplemental cash flow information (See Note 9)

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

</table>
<PAGE>F-3

                            AVALON GOLD CORPORATION
                     (Formerly Iceberg Brands Corporation)
                         (An Exploration Stage Company)
                     NOTES TO INTERIM FINANCIAL STATEMENTS
                               SEPTEMBER 30,2004
                                  (Unaudited)

NOTE 1 - NATURE OF OPERATIONS AND BASIS OF PRESENTATION

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, 1997, a name change to Precise Life Sciences Ltd. on
April 30, 2002, a name change to Iceberg Brands Corporation on March 3, 2003 and
a name change to Avalon Gold Corporation on September 8, 2003.  The company was
dormant from 1991 to 1996 and currently has no revenue generating operations.
In accordance with SFAS #7, the company was considered a development stage
company since January 1, 1996 and as a result of changing its business focus to
acquisition and exploration of mineral properties is considered to be an
exploration stage company.

The 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 and further significant losses are expected to be incurred in developing
its business.  The ability of the Company to continue as a going concern is
dependent on raising additional capital and ultimately on generating future
profitable operations.

Unaudited Interim Financial Statements

The accompanying unaudited interim financial statements have been prepared in
accordance with generally accepted accounting principles for interim financial
information and with the instructions to Form 10-QSB of Regulation S-B. They may
include all information and footnotes required by generally accepted accounting
principles for complete financial statements. However, except as disclosed
herein, there has been no material changes in the information disclosed in the
notes to the financial statements for the year ended December 31, 2003 included
in the Company's Annual Report on Form 10-KSB filed with the Securities and
Exchange Commission. The interim unaudited financial statements should be read
in conjunction with those financial statements included in the Form 10-KSB. In
the opinion of Management, all adjustments considered necessary for a fair
presentation, consisting solely of normal recurring adjustments, have been made.
Operating results for the nine months ended September 30, 2004 are not
necessarily indicative of the results that may be expected for the year ending
December 31, 2004.

<PAGE>F-4

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

The accompanying financial statements are presented in United States dollars and
are prepared in accordance with accounting principles generally accepted in the
United States.

Use of Estimates and Assumptions

Preparation of the Company's financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect certain reported amounts and disclosures.  Accordingly,
actual results could differ from those estimates.

Cash and Cash Equivalents

The Company considers all liquid investments, with an original maturity of three
months or less when purchased, to be cash equivalents.

Mineral property costs

Mineral property acquisition, exploration and development costs are expensed as
incurred until such time as economic reserves are quantified.  To date the
Company has not established any proven or probable reserves on its mineral
properties.  The Company has adopted the provisions of SFAS No. 143 "Accounting
for Asset Retirement Obligations" which establishes standards for the initial
measurement and subsequent accounting for obligations associated with the sale,
abandonment, or other disposal of long-lived tangible assets arising from the
acquisition, construction or development and for normal operations of such
assets.  As at September 30, 2004 any potential costs relating to the retirement
of the Company's mineral property interest are not determinable.

<PAGE>F-5
Long Term Investments

The Company's investments consist of equity securities which are not yet
available-for-sale and as such, their carrying value is at cost. Management
reviews the carrying value of these instruments on a quarterly basis to
determine if their carrying value has been impaired.

As the marketable equity securities become available-for-sale, their carrying
value is adjusted to market at the end of each quarter.  As required by SFAS
130, unrealized gains and losses on these investments are recorded as a
component of accumulated other comprehensive income and are recorded as a
component of net income when realized.  However, if there is a permanent decline
in the available-for-sale securities, this adjustment is taken into income in
the period.

Fair Value of Financial Instruments

The following disclosure of the estimated fair value of financial instruments is
made in accordance with the requirements of SFAS No. 107 Disclosures about Fair
Value of Financial Instruments. The estimated fair value amounts have been
determined by the Company, using available market information and appropriate
valuation methodologies.  The fair value of financial instruments classified as
current assets or liabilities including cash and cash equivalents and notes and
accounts payable approximate carrying value due to the short-term maturity of
the instruments.

Foreign Currency Translation

The financial statements are presented in United States dollars.  In accordance
with Statement of Financial Accounting Standards No. 52, "Foreign Currency
Translation", foreign denominated monetary assets and liabilities are translated
to their United States dollar equivalents using foreign exchange rates which
prevailed at the balance sheet date.  Revenue and expenses are translated at
average rates of exchange during the year. Related translation adjustments are
reported as a separate component of stockholders' equity, whereas gains or
losses resulting from foreign currency transactions are included in results of
operations.

<PAGE>F-6

Stock-based compensation

In December 2002, the Financial Accounting Standards Board issued Financial
Accounting Standard No. 148, "Accounting for Stock-Based Compensation -
Transition and Disclosure" ("SFAS No. 148"), an amendment of Financial
Accounting Standard No. 123 "Accounting for Stock-Based Compensation" ("SFAS No.
123").  The purpose of SFAS No. 148 is to: (1) provide alternative methods of
transition for an entity that voluntarily changes to the fair value based method
of accounting for stock-based employee compensation, (2) amend the disclosure
provisions to require prominent disclosure about the effects on reported net
income of an entity's accounting policy decisions with respect to stock-based
employee compensation, and (3) to require disclosure of those effects in interim
financial information.  The disclosure provisions of SFAS No. 148 were effective
for the Company for the year ended December 31, 2002 and the required
disclosures have been made below.

The Company has elected to continue to account for stock-based employee
compensation arrangements in accordance with the provisions of Accounting
Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees",
("APB No. 25") and comply with the disclosure provisions of SFAS No. 123 as
amended by SFAS No. 148 as described above.  In addition, in accordance with
SFAS No. 123 the Company applies the fair value method using the Black-Scholes
option-pricing model in accounting for options granted to consultants. Under APB
No. 25, compensation expense is recognized based on the difference, if any, on
the date of grant between the estimated fair value of the Company's stock and
the amount an employee must pay to acquire the stock.  Compensation expense is
recognized immediately for past services and pro-rata for future services over
the option-vesting period.

The following table illustrates the pro forma effect on net income (loss) and
net income (loss) per share as if the Company had accounted for
its for stock-based employee compensation using the fair value
provisions of SFAS No. 123 using the assumptions as described in
Note 6:
<table>
<caption>

                                       <c>             <c>            <c>


                                                September 30, 2004   September 30, 2003
                                       --------------------------------------------------
Net income (loss) for the period        As reported  $  (1,327,145)  $  (1,333,564)
SFAS 123 compensation expense           Pro-forma         (147,500)	  (295,800)
                                                      -------------    -------------
Net loss for the period                 Pro-forma    $  (1,474,645)  $  (1,629,364)
                                                      ============     ==============
Pro-forma basic net loss per share      Pro-forma    $      (0.08)   $       (0.31)
                                                      ============     =============
</table>

<PAGE>F-7

The Company accounts for equity instruments issued in exchange for the receipt
of goods or services from other than employees in accordance with SFAS No. 123
and the conclusions reached by the Emerging Issues Task Force in Issue No.
96-18, "Accounting for Equity Instruments That Are Issued to Other Than
Employees for Acquiring or in Conjunction with Selling Goods or Services" ("EITF
96-18").  Costs are measured at the estimated fair market value of the
consideration received or the estimated fair value of the equity instruments
issued, whichever is more reliably measurable.  The value of equity instruments
issued for consideration other than employee services is determined on the
earlier of a performance commitment or completion of performance by the provider
of goods or services as defined by EITF 96-18.

The Company has also adopted the provisions of the Financial Accounting
Standards Board Interpretation No.44, Accounting for Certain Transactions
Involving Stock Compensation - An Interpretation of APB Opinion No. 25 ("FIN
44"), which provides guidance as to certain applications of APB 25.  FIN 44 is
generally effective July 1, 2000 with the exception of certain events occurring
after December 15, 1998.

Income Taxes

The Company follows the liability method of accounting for income taxes.  Under
this method, deferred tax assets and liabilities are recognized for the future
tax consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax
balances.  Deferred tax assets and liabilities are measured using enacted or
substantially enacted tax rates expected to apply to the taxable income in the
years in which those differences are expected to be recovered or settled.  The
effect on deferred tax assets and liabilities of a change in tax rates is
recognized in income in the period that includes the date of enactment or
substantial enactment.  A valuation allowance is provided for deferred tax
assets if it is more likely than not that the Company will not realize the
future benefit, or if future deductibility is uncertain.

NOTE 3 - INVESTMENT IN LEGACY MINING LTD.

On December 31, 2003, the Company agreed to settle an outstanding debt of
$122,988 of the its receivable 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 has applied to NASD for a listing on the pink sheets
and intends to become a fully reporting company in 2004. The Company has
recorded its investment at cost and will review the carrying value of these
shares when they become available for sale. The balance of $4,001 represents
additional advances made to Legacy. These amounts are non-interest bearing and
have no specific terms of repayment.

<PAGE>F-8

NOTE 4 -  MINERAL PROPERTIES

Deposit on acquisition of Mayske Gold Property, Ukraine

On September 22, 2003, the Company signed a Letter of Intent to acquire the
Mayske Gold Property located in the Odessa Region, Ukraine. The Company intended
to acquire a 75% interest in the property and possibly up to a 90% interest.
The Company issued 50,000 restricted common shares valued at $9,000 as a deposit
towards the acquisition. An additional 450,000 restricted shares will be issued
when the additional 15% is included. The Company issued 15,000 common shares
valued at $1,500 to an individual as consideration for representing the
Company's interest in the Ukraine.  During the second quarter of 2004, the
Company completed its due diligence in Ukraine and could not be satisfied a
proper elected government official in the mining sector has reviewed the
Company's proposals. Thus, the Company has abandoned this project and expensed
the $9,000 deposit on the property.

LSA Mineral Claims

By Agreement dated January 26, 2004 and subsequent amendments dated March 8,
2004 and August 11, 2004 the Company agreed to acquire a ninety-percent (90%)
interest in seven (7) lode mining claims known as the LSA claims, located in
Lander County, Nevada. The Company issued 1,000,000 restricted common shares
valued at $110,000 and paid $1,000 upon signing the agreement. Under the terms
of the agreement(s), the Company paid $2,500 by April 26, 2004.  Thereafter, on
the last day of each month from May, 2004 to February, 2005, the Company will
pay an additional $500 in cash.  In addition the Company is required to issue a
fair value of $17,500 in restricted shares on March 31, 2005 to earn its ninety-
percent (90%) interest.  As of September 30, 2004, the Company has paid $4,500
towards the acquisition.

The Company will be required to perform annual assessment work to keep the
claims in good standing. The Company will have an independent engineering report
prepared on the property, which will contain recommendations for a work program


NOTE 5 - OIL AND GAS PROPERTIES

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.

<PAGE>F-9

NOTE 6 - SERVICE CONTRACTS

On November 15, 2001, the Company entered into an agreement with Palisades
Financial Ltd., a private company controlled by a significant shareholder, with
a three-year term, whereby Palisades will provide investment-banking services to
the Company (valued at $94,000) in exchange for 200,000 restricted shares of the
Company's common stock.

On December 13, 2002, the Company entered into an agreement with Advantage
Nevada Corporation, a private company, with a two and one-half year term,
whereby Advantage will provide consulting services to the Company (valued at
$270,000) in exchange for 2,250,000 restricted shares of the Company's common
stock. The consultant will provide such services and advice to the Company in
business development, business strategy and corporate image. In addition, the
consultant will assist the Company in developing, studying and evaluating
acquisition proposals within North America.

On December 13, 2002, the Company entered into an agreement with HBK Investments
Services Ltd., a private company controlled by a shareholder, with a two year
term, whereby HBK will provide investor relations services to the Company
(valued at $90,000) in exchange for 750,000 restricted shares of the Company's
common stock. The investor relations individual will provide such services as
researching, editing and generating a company profile, technical chart analysis,
relaying the Company's business perspectives and distribution of corporate
updates, including press releases.

On December 13, 2002, the Company entered into an agreement with Asiatic
Management Consultants Ltd., a private company controlled by a significant
shareholder, with a two and one-half year term, whereby Asiatic will provide
investment-banking services to the Company (valued at $300,000) in exchange for
2,500,000 restricted shares of the Company's common stock. The investment banker
will provide access to investors and ongoing funding for the Company's
investment in Iceberg Acquisition Corporation.

On December 13, 2002, the Company entered into an agreement with a shareholder,
with a two and one-half year term, whereby the shareholder will provide
consulting services to the Company (valued at $120,000) in exchange for
1,000,000 restricted shares of the Company's common stock. The consultant will
provide such services and advice to the Company in business development,
business strategy and corporate image. In addition, the consultant will assist
the Company in developing, studying and evaluating acquisition proposals outside
of North America.

On January 15, 2004, the Company entered into an agreement with Y.E.N.N. Asset
Management, a private company controlled by a significant shareholder, for a two
year term, whereby Y.E.N.N. will provide investment-banking services to the
Company (valued at $54,000) in exchange for 450,000 restricted shares of the
Company's common stock. The investment banker will provide access to investors
and ongoing funding for the Company's investments.

<PAGE>F-10

On January 15, 2004, the Company entered into an agreement with Inter-Orient
Investments Ltd., a private company controlled by an significant shareholder,
for a two year term, whereby Inter-Orient Investments Ltd. will provide investor
relations services to the Company (valued at $72,000) in exchange for 600,000
restricted shares of the Company's common stock. The investor relations
individual will provide such services as researching, editing and generating a
company profile, technical chart analysis, relaying the Company's business
perspectives and distribution of corporate updates, including press releases.

At September 30, 2004  the current portion of the prepaid service contracts
totaled $271,795.


NOTE 7 - CAPITAL STOCK

During the nine months ended September 30, 2004, the Company issued 1,050,000
restricted common shares for prepaid investor relations and investment banking
service contracts valued at $126,000 (Refer to Note 6).

During the nine months ended September 30, 2004, the Company issued 1,550,000
shares with a fair value of $170,500 in settlement of  $88,550 of consulting
fees, $14,350 of professional fees and $5,600 in office and administrative
salaries. The difference of $62,000 has been recorded as a loss on settlement of
debt.

During the nine months ended September 30, 2004, the Company issued 1,000,000
restricted common shares valued at $110,000 towards the acquisition of a mineral
property (Refer to Note 4).

During the nine months ended September 30, 2004, the Company issued 2,500,000
shares with a fair value of $200,000 in settlement of  $161,000 of consulting
fees, $17,500 of professional fees and $21,500 in office and administrative
salaries.

Stock options

On February 10, 2004, the Company filed a Registration Statement on Form S-8 to
cover 4,050,000 shares of common stock to be issued, 2,500,000 shares pursuant
to the Company's 2004 Stock Incentive and Option Plan (the "Plan") and 1,550,000
shares to be issued for debt in the amount of $108,500. The shares issued for
debt included 155,000 shares of common stock in settlement of $10,850 of
administrative salaries and professional fees to two employees.

On May 26, 2004, the Company filed a Registration Statement on Form S-8 to cover
2,500,000 shares to be issued for debt in the amount of $200,000. The shares
issued for debt included 487,500 shares of common stock in settlement of $39,000
of administrative salaries and professional fees to two employees.

<PAGE>F-11

NOTE 7 - CAPITAL STOCK

On June 15, 2004, 2,500,000 shares pursuant to the 2004 Stock Incentive and
Option Plan were granted. Of the total number of options granted, 800,000 were
granted to consultants for which a consulting expense of $48,000 was recorded
during the second quarter of 2004 representing the fair value of the options.
The fair value was estimated using the Black-Scholes option pricing model
assuming an expected life of 5 years, a risk-free interest rate of 3% and an
expected volatility of 116%.  During the third quarter ended September 30, 2004,
a total of 2,500,000 shares of common stock were issued at a price of $.06 per
share on the exercise of these stock options.  A total of 691,667 of these stock
options were exercised in exchange for the settlement of $41,500 of debt and
1,808,333 were exercised for cash proceeds of $108,500.

On September 16, 2004, the Company filed a Registration Statement on Form S-8 to
cover 4,800,000 shares of common stock to be issued pursuant to the Company's
2004 Stock Incentive and Option Plan (the "Plan").

On September 17, 2004, 4,800,000 shares pursuant to the 2004 Stock Incentive and
Option Plan were granted. Of the total number of options granted, 4,150,000 were
granted to consultants for which a consulting expense of $290,500 was recorded
during the third quarter of 2004 representing the fair value of the options.
The fair value was estimated using the Black-Scholes option pricing model
assuming an expected life of 5 years, a risk-free interest rate of 3% and an
expected volatility of 163%.  During the third quarter ended September 30, 2004,
a total of 1,000,000 shares of common stock were issued at a price of $.08 per
share on the exercise of these stock options to two optionees These 1,000,000
shares were cancelled prior to September 30, 2004 as the optionees did not meet
the terms of the stock option agreements.  Subsequent to September 30, 2004, a
total of 600,000 shares of common stock were issued at a price of $0.08 per
share on the exercise of these stock options.  (See Note 11).

In July, 2004, a total of 210,000 shares of common stock previously issued for
consulting services to be rendered in the amount of $19,000 were cancelled and
returned to treasury.

<PAGE>F-12

NOTE 8 - RELATED PARTY TRANSACTIONS

During the nine months ended September 30, 2004 the Company incurred $44,465
(2003 -$36,000) in management fees to directors. At September 30, 2004 the
Company owes $80,000 in management fees to a director.

During the nine months ended September 30, 2004, the Company incurred $24,965
(2003 - $23,017) in rent and office expenses to a private company controlled by
an employee.

During the nine months ended September 30, 2004, the Company incurred $Nil (2003
- $75,000) in consulting fees to a significant shareholder and $61,000 (2003 -
$147,000) in consulting fees to two employees.

During the nine months ended September 30, 2004, three companies controlled by
significant shareholders earned $160,749 (2003 - $113,499) and a company
controlled by an employee earned $33,750 (2003 - $33,750) pursuant to prepaid
services agreements (See Note 6).

At September 30, 2004 an amount of $54,862 is receivable from Golden Spirit
Minerals Ltd., a public company with directors in common, an amount of $55,886
is payable to an employee, a net amount of $40,656 is owing to a significant
shareholder and $80,000 is owing to a director for accrued management fees.
These amounts are non-interest bearing and have no specific terms of repayment.


NOTE 9 - SUPPLEMENTAL CASH FLOW INFORMATION

During the nine months ended September 30, 2004, the Company issued 1,050,000
restricted common shares for prepaid investor relations and investment banking
service contracts valued at $126,000 (Refer to Note 6).

During the nine months ended  September 30, 2004, the Company issued 1,550,000
shares with a fair value of $170,500 in settlement of  $88,550 of consulting
fees, $14,350 of professional fees and $5,600 in office and administrative
salaries.

During the nine months ended September 30, 2004, the Company issued 1,000,000
restricted common shares valued at $110,000 towards the acquisition of a mineral
property.

During the nine months ended September 30, 2004, the Company issued 2,500,000
shares with a fair value of $200,000 in settlement of  $161,000 of consulting
fees, $17,500 of professional fees and $21,500 in office and administrative
salaries.

<PAGE>F-13

During the nine months ended September 30, 2004, a total of 210,000 shares of
common stock previously issued for consulting services to be rendered in the
amount of $19,000 were cancelled and returned to treasury.

During the nine months ended September 30, 2004, the Company issued 691,667
shares for stock options in exchange for outstanding consulting fees totaling
$41,500.

During the nine months ended September 30, 2004, the Company issued 1,000,000
shares for stock options in exchange for outstanding consulting fees totaling
$80,000.  These shares were cancelled and returned to treasury during the same
quarter.


NOTE 10 - CONTINGENCY

On February 21, 2002, the Company 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 the
Company 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, the Company commenced court proceedings against the principals of
Empire Sterling Corporation. The 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.  The Company intends to file legal process claiming ownership of
the shares and breach of trust inter alia. If successful, the Company intends to
cancel the shares and return them to treasury.

NOTE 11 - SUBSEQUENT EVENTS

On October 1, 2004, the Company entered into an agreement with an individual,
with a 1-year term, whereby the individual will provide consulting services to
the Company (valued at $13,000) in exchange for 100,000 restricted shares of the
Company's common stock.

On October 1, 2004, the Company entered into an agreement with an individual,
with a six month term, whereby the individual will provide investor relations
services to the Company (valued at $3,900) in exchange for 30,000 restricted
shares of the Company's common stock.

On October 7, 2004, a total of 600,000 shares of common stock were issued at a
price of $.08 per share on the exercise of stock options to two optionees. A
total of 300,000 of these stock options were exercised for cash proceeds of
$24,000. The other 300,000 shares were cancelled as the optionee did not meet
the terms of the stock option agreement.

On October 26, 2004, the Company entered into a Letter of Intent with Pioneer
Oil and Gas ("Pioneer"), whereby the Company is to acquire an undivided 85%
working interest in a gas field lease in the prolific natural gas producing
Uinta Basin, located in the U.S. Rockies, Utah. 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 18th, 2005 ("Exclusivity Period").
In the event of a failure of closing for any reason (other than a failure of
title) the deposit shall be kept by Pioneer as liquidated damages. Upon
execution of the Participation Agreement, the Company shall pay Pioneer
($706,279) for an undivided Eighty-Five Percent (85.0%) working interest and an
undivided Sixty-Eight Percent (68.0%) net revenue interest in the Contract
Acreage pursuant to the terms of the Agreement.

On November 10, 2004, the Company entered into an agreement with Golden Spirit
Mining Ltd., a Company with directors in common, to sell a 40% working interest
in the Participation Agreement.

Golden Spirit will issue 1,000,000 common shares 144-Registered as a non-
refundable deposit to the company. Golden Spirit has a right to acquire the 40%
working interest in the gas lease upon Avalon receiving a payment of US$750,000
on or before December 10, 2004. In return, Avalon will issue and deliver
2,000,000 shares of its common stock to Golden Spirit.

<PAGE>F-14

ITEM 2. Plan of Operation

This following information specifies certain forward-looking statements of
management of the 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. Avalon Gold 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 11, 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. On February 18, 2003, another amendment to the Articles of
Incorporation was filed changing the corporate name to Iceberg Brands
Corporation. On August 28, 2003, another amendment to the Articles of
Incorporation was filed changing the corporate name to Avalon Gold Corporation.

<PAGE>2

Our Business.  Currently, we own certain interests in oil and gas properties.
(described more particularly below) and we are also pursuing opportunities in
mineral exploration and development. As of the date of this quarterly report on
Form 10QSB, we are in the process of researching potential partnerships and
acquisitions which may complement our new business direction. There is no
guarantee that we will be able to successfully enter into relationships which
will produce revenue.  To September 30, 2004, we have suffered an accumulated
net loss of $14,093,449. There is no guarantee that we will not continue to
suffer significant losses in the foreseeable future.

Our Oil and Gas Properties.

The Wyoming Property. 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. During the six months ended June 30, 2004, there was no production
from the Wyoming Property.

According to public information issued January 20, 2004 Derek Oil and Gas
Corporation (DRKOF :OTC BB) and Ivanhoe Energy (USA) Inc. (IVAN: NASDAQ SC) have
formalized their agreement to jointly develop the LAK Ranch field using thermal
recovery technology. Derek and Ivanhoe state "Surface preparations are under way
and steaming operations are expected to begin before the end of the first
quarter. Assuming successful development of the project, the companies expect to
recover between 30 and 70 million barrels of oil using thermal recovery
techniques. The LAK Ranch oil contains high levels of naphtha and is expected to
command a premium to West Texas Intermediate (WTI) benchmark pricing."

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.

Under terms of their agreement, Ivanhoe will become operator and earn a 30-per-
cent 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 per cent by providing an additional $3.9-
million in capital costs toward the initial development phase. After the $5-
million (U.S.) threshold is reached, all future capital expenditures will be
shared on a working-interest basis.

<PAGE>3

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. 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 has 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, 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. Depending on the results of the second steam cycle, a third
steam cycle is planned for late this year or early in 2005. To date the results
of the second steam cycle are positive and are similar to results observed in
other heavy oil steam flood

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

Our Investment in Legacy Mining Ltd.  On December 31, 2003, the Company agreed
to settle $122,988 of the its receivable 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 with the Company. Legacy has applied to NASD for a listing on
the pink sheets and intends to become a fully reporting company in 2004. The
Company is carrying the value of these restricted shares at cost and will review
the carrying value of these shares when they become available for sale. The
balance of $4001 represents additional advances made to Legacy for a total
investment of $126,989. The advances are non-interest bearing and have no
specific terms of repayment.

<PAGE>4

Our Mineral Properties

Deposit on acquisition of Mayske Gold Property, Ukraine On September 22, 2003,
the Company signed a Letter of Intent to acquire the Mayske Gold Property
located in the Odessa Region, Ukraine. The Company intends to acquire a 75%
interest in the property and possibly up to a 90% interest. If negotiations are
successful, all terms and conditions will be confirmed with a signed agreement.
The Company issued 50,000 restricted post-reverse split common shares valued at
$9,000 as a deposit towards the acquisition. An additional 450,000 restricted
post-reverse split shares will be issued when the additional 15% is included.
The Company issued 15,000 post-reverse split common shares to an individual as
consideration for representing the Company's interest in the Ukraine.  During
the second quarter of 2004, the Company completed its due diligence in Ukraine
and could not be satisfied a proper elected government official in the mining
sector has reviewed the Company's proposals. Thus, the Company has abandoned
this project and expensed the $9,000 deposit on the property.

LSA Mineral Claims By Agreement dated January 26, 2004 and subsequent amendments
dated March 8, 2004 and August 11, 2004 the Company agreed to acquire a ninety-
percent (90%) interest in seven (7) lode mining claims known as the LSA claims,
located in Lander County, Nevada. The Company issued 1,000,000 restricted common
shares valued at $110,000 and paid $1,000 upon signing the agreement. Under the
terms of the agreement(s), the Company paid $2,500 by April 26, 2004.
Thereafter, on the last day of each month from May, 2004 to February, 2005, the
Company will pay an additional $500 in cash. In addition the Company is required
to issue a fair value of $17,500 in restricted shares March 31, 2005 to earn its
ninety-percent (90%) interest. As of September 30, 2004, the Company has paid
$4,500 towards the acquisition.

The Company will be required to perform annual assessment work to keep the
claims in good standing. The Company will have an independent engineering report
prepared on the property, which will contain recommendations for a work program

Liquidity and Capital Resources. 	For the nine month period ended
September 30, 2004, we had total assets of $509,939 ,including taxes recoverable
of $223, $271,795 as the current portion of $326,657 in prepaid service
contracts. We have a $2 invested in oil and gas properties, which is represented
by $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 a long-term investment in
Legacy Mining Ltd. recorded at a cost of $126,989 and a long-term receivable
from Golden Spirit Minerals Ltd. at cost of $54,862. At December 31, 2003, we
had total assets of $653,728. The decrease in assets was primarily due to a
decrease in long term receivable from Golden Spirit Minerals Ltd.

<PAGE>5

At September 30, 2004, we had current liabilities of $187,356 which was
represented by accounts payable and accrued liabilities of $10,814 and $176,542
due to related parties. At December 31, 2003 we had current liabilities of
$312,094. The decrease in liabilities was primarily due to a decrease in funds
due to related parties.  At September 30,2004, we had total current assets of
$312,336.  At September 30, 2004, current assets exceeded current liabilities by
$124,980. At December 31, 2003, our total current assets exceeded our total
current liabilities by $57,394.

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 increased from $239,223 in the second quarter of 2003
to $493,530 in the second quarter of 2004. The increase was due to an increase
in stock based compensation (See Part II, Item 5, stock based compensation).

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.  Such additional capital may be raised through additional
public or private financings, as well as borrowings and other resources.  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.

<PAGE>6

We do anticipate certain undetermined expenditures within the next 12 months for
our LSA mineral property in Arizona (See Part I above).  We do not anticipate
any significant research and development within the next 12 months, nor do we
anticipate that we will lease or purchase any significant equipment within the
next 12 months. We do not anticipate a significant change in the number of our
employees within the next 12 months. We are not aware of any material commitment
or condition that may affect our liquidity within the next 12 months.

ITEM 3 Controls and Procedures

(a) Within 90 days prior to the filing date of this report, with the
participation of the Company's management, the Company's President and Chief
Executive Officer and Vice President - Finance and Chief Financial Officer,
evaluated the effectiveness of the Company's disclosure controls and procedures
in accordance with Rule 13a-14 of the Securities Exchange Act of 1934 (the
"Exchange Act"). Based upon that evaluation, the President and Chief Executive
Officer and Vice President - Finance and Chief Financial Officer concluded that
the Company's disclosure controls and procedures are effective in providing
reasonable assurance that information required to be disclosed by the Company in
reports that it files under the Exchange Act is recorded, processed, summarized
and reported within the time period specified in the Commission's rules and
procedures.

(b) Changes in Internal Controls. There were no significant changes in the
Company's internal controls or in other factors that could significantly affect
these controls subsequent to the date of the evaluation.

Code of Ethics:

We intend to adopt a code of ethics in 2004 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.

<PAGE>7

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 and future services related to
the acquisition of a former biomedical project.  The shares were to be held in
trust and not sold until all necessary financings were concluded to complete the
acquisition. Empire Sterling Corporation breached the trust agreement and we
placed a stop transfer on the 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 to retrieve the shares. We requested an
interim injunction against all parties and were successful. On May 9, 2002, the
Court ordered Empire Sterling Corporation to deposit the shares with the Court
pending judicial disposition.  We intend to file legal process claiming
ownership of the shares and breach of trust interalia. The Company was
successful and has now applied to have the share certificate released and
subsequently cancelled.

Item 2. Changes in Securities.

On June 15, 2004, 2,500,000 shares pursuant to the 2004 Stock Incentive and
Option Plan were granted. Of the total number of options granted, 800,000 were
granted to consultants for which a consulting expense of $48,000 was recorded
during the second quarter of 2004 representing the fair value of the options.
The fair value was estimated using the Black-Scholes option pricing model
assuming an expected life of 5 years, a risk-free interest rate of 3% and an
expected volatility of 116%.  During the third quarter ended September 30, 2004,
a total of 2,500,000 shares of common stock were issued at a price of $.06 per
share on the exercise of these stock options.  A total of 691,667 of these stock
options were exercised in exchange for the settlement of $41,500 of debt and
1,808,333 were exercised for cash proceeds of $108,500.

In July, 2004, a total of 210,000 shares of common stock previously issued for
consulting services to be rendered in the amount of $19,000 were cancelled and
returned to treasury.

On September 16, 2004, the Company filed a Registration Statement on Form S-8 to
cover 4,800,000 shares of common stock to be issued pursuant to the Company's
2004 Stock Incentive and Option Plan (the "Plan").

On September 17, 2004, 4,800,000 shares pursuant to the 2004 Stock Incentive and
Option Plan were granted. Of the total number of options granted, 4,150,000 were
granted to consultants for which a consulting expense of $290,500 was recorded
during the third quarter of 2004 representing the fair value of the options.
The fair value was estimated using the Black-Scholes option pricing model
assuming an expected life of 5 years, a risk-free interest rate of 3% and an
expected volatility of 163%.  During the third quarter ended September 30, 2004,
a total of 1,000,000 shares of common stock were issued at a price of $.08 per
share on the exercise of these stock options to two optionees These 1,000,000
shares were cancelled prior to September 30, 2004 as the optionees did not meet
the terms of the stock option agreements.  Subsequent to September 30, 2004, a
total of 600,000 shares of common stock were issued at a price of $0.08 per
share on the exercise of these stock options.

<PAGE>8

Item 3. Defaults Upon Senior Securities.

None.

Item 4.  Submission of Matters to Vote of Security Holders

None.

Item 5.  Other Information

A. Security Ownership of Management

The following table sets forth information as of September 30, 2004 with respect
to the ownership of our common stock by each director and by all officers and
directors as a group.

                                            Amount and Nature of   Percent of
Title of Class  Name of Beneficial Owner      Beneficial Owner        Class

Common Stock    Robert Klein Vancouver,            50,000             0.28 %
                4540 Woodgreen PlaceWest
                B.C., CanadaV7S 2V6

Common Stock    Robert Waters#2025 -  B.C.,        50,000             0.28 %
                1358 W. Georgia S.Vancouver,
                CanadaV6E 4S2

Directors' Compensation.  During the nine months ended September 30, 2004, the
Company incurred $44,465 in management fees to directors. At September30, 2004
the Company owes $80,000 in management fees to one director.

Stock Based Compensation. During the three months ended September 30, 2004
$290,500 (2003 - $39,400) in stock based compensation was recorded in our
financial statements.  Stock based compensation is an estimate of the intrinsic
value placed in respect to stock options granted to officers, directors,
employees and an estimate of the fair value of stock options granted to
consultants using the Black-Sholes option pricing model We do expect further
stock based compensation in 2004.

B. Security Ownership of Certain Beneficial Holders of ten percent or more

                                            Amount and Nature of   Percent of
Title of Class  Name of Beneficial Owner      Beneficial Owner        Class
-----------------------------------------------------------------------------
Common Stock    CEDE & Co.                      12,190,179            68.89 %
                The Depository Trust Co.
                P.O. Box 222 Bowling Green Station
                New York, New York 10274

<PAGE>9

C. Certain Relationships and Related Party Transactions

During the nine months ended September 30, 2004 the Company incurred $44,465
(2003 -$36,000) in management fees to directors. At September 30, 2004 the
Company owes $80,000 in management fees to a director.

During the nine months ended September 30, 2004, the Company incurred $24,965
(2003 - $23,017) in rent and office expenses to a private company controlled by
an employee.

During the nine months ended September 30, 2004, the Company incurred $Nil (2003
- $75,000) in consulting fees to a significant shareholder and $61,000 (2003 -
$147,000) in professional and consulting fees to two employees.

During the nine months ended September 30, 2004, three companies controlled by
significant shareholders earned $160,749 (2003 - $113,499) and a company
controlled by an employee earned $33,750 (2003 - $33,750) pursuant to prepaid
services agreements .

At September 30, 2004 an amount of $54,862 is receivable from Golden Spirit
Minerals Ltd., a public company which have directors in common with the Company,
an amount of $55,886 is payable to an employee, a net amount of $40,656 is owing
to a significant shareholder and $80,000 is owing to a director for accrued
management fees. These amounts are non-interest bearing and have no specific
terms of repayment.

D.Description of Property.

Property held by the Company.  As of the dates specified in the following table,
we held the following property in the following amounts:

Property and
Cash Equivalents   September 30, 2004  December 31, 2003   December 31, 2002
                   ------------------  -----------------  -----------------
           Total      $ 37,483	         $ 2,262	     $ (1,934)
                   ==============     ================     =================

We define cash equivalents as all highly liquid investments with maturity of 3
months or less when purchased.   We do not presently own any interests in real
estate or own any inventory or equipment.

<PAGE>10

Item 6.  Exhibits and Form 8-K's.

Index to Exhibits

(i)	Exhibits

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

Exhibit 32.4 - Section 302 Certification of Periodic Report of the Chief
               Financial Officer.

(ii)       The following documents are incorporated by reference in this Form
           10-QSB:

None.


SIGNATURES

In accordance with the requirements of the Securities Exchange Act of 1934, we
have duly caused this Quarterly Report on Form 10-QSB to be signed on our behalf
by the undersigned; thereunto duly authorized, in the City of Vancouver, British
Columbia, Canada, on November 22, 2004.

Avalon Gold Corporation
a Nevada corporation

By:      /s/ Robert Waters
    	Robert Waters

Its:     President

<PAGE>11