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

                                  FORM 10-QSB/A



[ x ] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
             OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2003

[ ] 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
  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 September 30, 2003 there were
5,238,825 shares of the issuer's $0.001 par value common stock issued and
outstanding.

<table>
<caption>

       <c>                                                                     <c>

INDEX
                                                                                   Page
Part I. FINANCIAL INFORMATION

Item 1.   Financial Statements.....................................................F1-F14

Item 2.   Management's Discussion and Analysis or Plan of Operation.................2-12

Item 3.   Controls And Procedures....................................................13

Part II. OTHER INFORMATION

Item 1.   Legal Proceedings..........................................................13

Item 2.   Changes in Securities and Use of Proceeds................................. 13

Item 3.   Defaults Upon Senior Securities............................................14

Item 4.   Submission of Matters to a Vote of Security Holders........................14

Item 5.   Other Information......................................................... 15

Item 6.   Exhibits and Reports on Form 8-K...........................................16

SIGNATURES...........................................................................17

CERTIFICATION........................................................................17

</table>


ITEM 1. Financial Statements




                            AVALON GOLD CORPORATION
                     (Formerly Iceberg Brands Corporation)
                         (A Development Stage Company)

                                 BALANCE SHEETS

<table>
<caption>

                                                        <c>                       <c>
                                                          September 30
                                                             2003                September 30,
                                 ASSETS                   (unaudited)                2002
                                                         ----------             -----------
CURRENT ASSETS
     Taxes recoverable                                   $       203           $       712
     Due from Golden Spirit Mineral Ltd. (Note 7)            183,138               178,718
     Current portion of service contract                     365,707               365,707
                                                           ----------            ----------
                                                             549,048               545,137

INVESTMENT IN ICEBERG ACQUISITION CORPORATION (Note 5)             -                25,000
SERVICE CONTRACT (Note 4 )                                   195,420               459,669
OIL AND GAS PROPERTIES (Note 3)                                    2                     2
                                                           ----------             ----------
                                                         $   744,470           $  1,029,808
                                                           ==========             ==========

                 LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
        Bank overdraft                                   $        32           $      1,934
        Accounts payable and accrued liabilities              44,689                 39,745
        Due to related parties (Note 7)                       18,606                182,020
                                                           ----------             ----------
                                                              63,327                223,699
                                                           ----------             ----------

COMMITMENTS AND CONTINGENCIES (NOTE 1 and 8)


STOCKHOLDERS' EQUITY (Note 6)
   Common stock, $.001 par value, 200,000,000
    shares authorized 5,238,825(2002 -
    3,214,158 post reverse split)
    shares issued and outstanding                              44,953                36,856
    Additional paid-in capital                             17,026,226            15,825,725
    Deficit accumulated during the development stage      (16,390,036)          (15,056,472)
                                                           ----------             ----------
                                                              681.143               806,109
                                                           ----------             ----------
                                                      $       744,470          $  1,029,808
                                                       ==========             ==========

The accompanying notes are an integral part of these financial statements

</table>



                            AVALON GOLD CORPORATION
                     (Formerly Iceberg Brands Corporation)
                         (A Development 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, 2003      30, 2002     30, 2003      30, 2002      30,  2003
                                     ----------    ----------     ----------     ----------   ----------
GENERAL AND ADMINISTRATIVE EXPENSES
  Litigation settlement            $        -    $        -    $         -   $         -     $  2,291,070
  Management and consulting fees       87,000       185,418        442,938       801,902        1,914,371
  Consulting fees-Stock based
    compensation(Note6)                39,400             -        402,100             -          402,100
  Loss on settlement of debt                -             -              -             -          656,784
  General and Administrative           86,401        67,258        290,191       323,994        1,409,348
  Professional fees                    26,422         7,179        113,335        50,425          678,211
  Interest expense                          -           361              -        52,093           98,282
  Software development costs                -             -              -             -          737,300
                                    -----------   -----------   -----------     ----------     ----------
LOSS BEFORE THE FOLLOWING             239,223       260,216      1,248,564     1,228,414        8,187,466

Write-down of oil and gas properties        -      (50,995)              -       (50,995)       2,250,937
Write-off (recovery) of ACGT interest       -            -               -     1,406,000        1,406,000
Loss on Iceberg Drive Inn
Investment (Note 5)                         -            -          85,000             -           85,000
                                   ------------   ---------    ------------    ----------     -----------

NET LOSS FOR THE PERIOD            $ (239,223)  $ (209,221)   $ (1,333,564)  $(2,583,419)   $(11,929,403)
                                    =========== ===========    ============   ===========    =============



BASIC NET LOSS PER SHARE           $   (0.05)  $   (0.37)     $     (0.31)   $    (4.72)
                                     =========  ==========      ===========     ==========
WEIGHTED AVERAGE COMMON
     SHARES OUTSTANDING             4,933,080     558,151       4,365,880        546,774
                                     =========== ===========    ===========     ==========
The accompanying notes are an integral part of these financial statements


</table>






                              AVALON GOLD CORPORATION
                       (Formerly Iceberg Brands Corporation)
                           (A Development Stage Company)

                        INTERIM STATEMENTS OF CASH FLOWS
                                  (Unaudited)

<table>
<caption>

                                                                   <c>                 <c>              <c>
                                                                                                            Cumulative
                                                                 Nine Months ended   Nine Months ended     from January 1,
                                                                   September 30,      September 30,           1996 to
                                                                       2003               2002              September 30,
                                                                                                                2003
                                                                     -----------        -----------         -----------
CASH FLOWS FROM OPERATING ACTIVITIES
       Net loss for the year                                       $  (1,333,564)     $   (2,3583,419)      $ (11,929,493)
       Adjustments to reconcile net loss to net cash from
        operating activities:
        - Fees and services paid for with common shares                  281,250             977,013            1,559,578
        - stock-based compensation                                       402,100                   -              402,100
        - interest paid for with common shares                                 -              32,925               80,872
        - loss on settlement of debt                                           -                   -              656,874
        - software development costs paid for with common shares               -                   -              600,000
        - 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
                                                                      -----------          -----------         -----------
                                                                        (565,214)           (167,481)          (2,330,660)
        - net changes in working capital items                           252,846              70,705              854,624
                                                                      -----------          -----------         -----------
CASH USED IN OPERATING ACTIVITIES                                       (312,368)            (96,776)          (1,476,036)
                                                                      -----------          -----------         -----------

CASH FLOWS USED IN INVESTING ACTIVITIES
   Investment in Iceberg Acquistion Corporation                          (95,000)                  -             (120,000)
   Interest in oil and gas property.                                            -                  -             (684,934)
                                                                      -----------          -----------          -----------
CASH USED IN INVESTING ACTIVITIES                                        (95,000)                  -             (804,934)
                                                                      -----------          -----------          -----------
CASH FLOWS FROM FINANCING ACTIVITIES
   Bank overdraft                                                             32               1,134                1,966
   Net proceeds on sale of common stock                                  570,750                   -            1,015,750
   Net proceeds from common stock subscriptions                                -                   -              633,000
   Net advances (to) from related parties                               (163,414)             67,376              212,188
   Advances receivable                                                         -                   -              420,000
                                                                      -----------          -----------           -----------
CASH FLOWS FROM FINANCING ACTIVITIES                                     407,368              68,510            2,280,970

(DECREASE) INCREASE IN CASH                                                     -            (28,266)                   -

CASH, BEGINNING OF PERIOD                                                       -             28,266                    -
                                                                      -----------        -----------           -----------
CASH, END OF PERIOD                                                  $          -       $          -          $         -
                                                                      ===========        ===========           ===========

The accompanying notes are an integral part of these interim financial statements
</table>

                            AVALON GOLD CORPORATION
                     (formerly Iceberg Brands Corporation)
                         (A Development Stage Company)

                     NOTES TO INTERIM FINANCIAL STATEMENTS
                              SEPTEMBER  30, 2003
                                  (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 and another name change to Precise Life
Sciences Ltd. on April 30, 2002 and a further name change to Iceberg Brands
Corporation on March 3, 2003.  The company was dormant from 1991 to 1996 and
currently has no revenue generating operations.  In accordance with SFAS #7, the
company is considered a development stage company since January 1, 1996.

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 is in the development stage, 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 do
not 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, 2002 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, 2003 are
not necessarily indicative of the results that may be expected for the year
ending December 31, 2003.


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.

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.

Oil and Gas Properties

The Company follows the full cost method of accounting for its oil and gas
operations whereby all cost related to the acquisition of petroleum and natural
gas interests are capitalized.  Such costs include land and lease acquisition
costs, annual carrying charges of non-producing properties, geological and
geophysical costs, costs of drilling and equipping productive and non-productive
wells, and direct exploration salaries and related benefits.  Proceeds from the
disposal of capital assets are recorded as a reduction of the related
expenditures without recognition of a gain or loss unless the disposal would
result in a change of 20 percent or more in the depletion rate.

Depletion and depreciation of the capitalized costs will be computed using the
unit-of-production method based on the estimated proven reserves of oil and gas
determined by independent consultants.

A ceiling test will be applied to capitalized costs to ensure that such costs do
not exceed estimated future net revenues from production of proven reserves at
year end market prices less future production, administrative, financing, site
restoration, and income tax costs plus the lower of cost or estimated market
value of unproved properties.  The Company has not established proven
recoverable reserves on properties held, and the Company has provided an
impairment provision for costs incurred to date on unproven properties.

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.

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, 2003   September 30, 2002
                                       --------------------------------------------------
Net income (loss) for the period        As reported  $  (1,333,564)  $  (2,583,419)
SFAS 123 compensation expense           Pro-forma         (295,800)              -
                                                      -------------    -------------
Net loss for the period                 Pro-forma    $  (1,629,364)  $  (2,583,419)
                                                      ============     ==============
Pro-forma basic net loss per share      Pro-forma    $      (0.31)   $       (0.12)
                                                      ============     =============
</table>


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 income tax assets and liabilities are recognized for the
estimated tax consequences attributable to differences between the financial
statement carrying values and their respective income tax basis (temporary
differences).  The effect on deferred income tax assets and liabilities of a
change in tax rates is recognized in income in the period that includes the
enactment date.

Recent accounting pronouncements

In July 2001, the Financial Accounting Standards Board ("FASB") issued Statement
of Financial Accounting Standards No. 141 ("SFAS 141"), "Business Combinations",
which eliminates the pooling method of accounting for business combinations
initiated after June 30, 2001.  In addition, SFAS 141 addresses the accounting
for intangible assets and goodwill acquired in a business combination.  This
portion of SFAS 141 is effective for business combinations completed after June
30, 2001.  The adoption of SFAS 141 has not had a material impact on the
Company's financial position or results of operations.

In July 2001, the FASB issued Statement of Financial Accounting Standards No.
142 ("SFAS 142"), "Goodwill and Intangible Assets", which revises the accounting
for purchased goodwill and intangible assets.  Under SFAS 142, goodwill and
intangible assets with indefinite lives will no longer be amortized and will be
tested for impairment annually.  SFAS 142 is effective for fiscal years
beginning after December 15, 2001, with earlier adoption permitted.  The
adoption of SFAS has not had a material impact on the Company's financial
position or results of operations.


NOTE 3 - 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.


NOTE 4 - 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.

At September 30, 2003 the current portion of the prepaid service contracts
totaled $365,707.


NOTE 5 - INVESTMENT IN ICEBERG ACQUISITION CORPORATION

On December 22, 2002, the Company signed an agreement with Iceberg Acquisition
Corporation, whereby it agreed to acquire 100% interest in Iceberg Acquisition
Corporation upon the issue of 10,000,000 restricted shares of common stock of
the Company to the shareholders of Iceberg Acquisition Corporation and upon
compliance with the terms of a Letter of Intent dated December 21, 2002 (as
amended February 17, 2003) between Iceberg Acquisition Corporation, a Nevada
Corporation and Iceberg Drive Inn, Inc., a Utah Corporation. The Company has
been assigned 100% of the general terms and conditions agreed to by Iceberg
Acquisition Corporation in the Letter of Intent dated December 21, 2002 (as
amended February 17, 2003) with Iceberg Drive Inn, Inc. by payment of the
initial $25,000 non-refundable deposit to the controlling shareholders of
Iceberg Drive Inn, Inc. The general terms and conditions the Company must
perform, satisfy and comply with in order for Iceberg Drive Inn, Inc. to tender
all of their common voting shares to Iceberg Acquisition Corporation are as
follows:

1.      A non-refundable payment of $25,000 to the controlling shareholders of
Iceberg Drive Inn, Inc. upon execution of the Letter of Intent dated December
31, 2002 (paid).

2.      A payment of $95,000 to the controlling shareholders of Iceberg Drive
Inn, Inc. on or before February 12, 2003 (paid).

3.      A payment of $105,000 to the controlling shareholders of Iceberg Drive
Inn, Inc. upon delivery of audited financial statements of Iceberg Drive Inn,
Inc. as at December 31, 2002, to the Company.  This payment will effectively
close the transaction.

4.      A further payment of $1,050,000 to the controlling shareholders of
Iceberg Drive Inn, Inc. payable in five equal quarterly payments of $210,000.
The first payment will be paid on July 12, 2003 and follow every ninety days
thereafter until paid in full.

5.      The issue of 500,000 common shares of the Company upon the closing date
of the transaction to the shareholders of Iceberg Drive Inn, Inc.

6.      The issue of $3,000,000 worth of convertible preferred shares of the
Company upon the closing date of the transaction. Each share issued will yield a
dividend of sixty cents per year. Dividend payments will be made quarterly.
Preferred shares will be convertible into common shares at a ratio of one
preferred share to five common shares at any time. The Company may repurchase
preferred shares within thirty days written notice for the face value of $10 per
share.  Shareholders have the option to convert preferred shares to common
shares at the ratio aforementioned within the thirty day period.

Iceberg Drive Inn operates a quick service restaurant business with eleven
stores operating in Utah, Arizona and Idaho. The restaurants specialize in
quality hand made ice cream treats, old- fashioned hamburgers, French fries and
hand breaded onion rings. In order to close the transaction, Iceberg Drive Inn,
Inc. was required to provide the Company with audited financial statements.
Iceberg Drive Inn, Inc. failed to provide the audited financial statements and
as such the Company has terminated the Agreement.  Pursuant to the general terms
of the Agreement, Iceberg Acquisition Corporation has signed a promissory note
dated May 15, 2003 in the amount of $100,000 representing the balance of funds
due from Iceberg Drive Inn, Inc. The note is due May 15, 2004 and bears interest
at 8% per annum. The note was  settled on July 11, 2003 for the return and
cancellation of shares and warrants with a fair value of $40,000, resulting in a
loss of $60,000.  In addition ,the Company has written off the non-refundable
deposit in the amount of $25,000.


NOTE 6 - CAPITAL STOCK

On February 14, 2003, the Company held a Special Meeting whereby the Board of
Directors, by unanimous consent and with majority shareholder approval, adopted,
effective March 3, 2003, the following amendments to its Articles of
Incorporation:

1.      Increased the authorized common shares that the Company shall have
authority to issue from fifty million shares (50,000,000) shares of capital
stock with par value of $0.001 per share to two hundred million (200,000,000)
shares of capital stock with par value of $0.001 per share.

2.      Created a new class of convertible preferred Class A voting capital
stock. The aggregate number of preferred Class A voting shares that the Company
shall have authority to issue is five million (5,000,000) shares with a par
value of $0.001 per share.

3.      Created a new class of convertible preferred Class B non-voting capital
stock. The aggregate number of preferred Class B non-voting shares that the
Company shall have authority to issue is five million (5,000,000) shares with a
par value of $0.001 per share.

During the nine months ended September 30, 2003, previously issued share
purchase warrants expired without exercise as follows:

-       1,000,000 warrants to purchase an additional share of par value common
stock at $0.75 per share (pre-reverse split) until January 30, 2003.

-       356,000 warrants to purchase an additional share of par value common
stock at $0.60 per share (pre-reverse split) until January 12, 2003.

During the nine months ended September 30, 2003, the Company had outstanding
share purchase warrants expire together with the cancellation of shares (see
note 5) as follows:

-       800,000 warrants entitling the holder to purchase an additional one-half
share at a price of $2.00 per share until March 17, 2005.

During the nine months ended June 30, 2003, the Company issued the following
shares of common stock:

The Company issued a total of 4,100,000 common shares pursuant to the exercise
of stock options at a price of $0.15 per share for proceeds of $615,000 on the
following dates: January 2, 2003 (300,000 shares), January 24, 2003 (100,000
shares), February 18, 2003 (100,000 shares), February 25, 2003 (250,000 shares),
March 3, 2003 (1,950,000 shares), May 12, 2003 (700,000 shares), May 30, 2003
(700,000 shares).

On March 6, 2003, the Company cancelled 1,000 common shares with restrictions
previously issued for services valued at $3,000 and 333 shares without
restrictions previously issued for services valued at $1,688.

On March 17, 2003, the Company issued 800,000 units at $0.125 per unit for
proceeds of $100,000.  Each unit consists of one common share plus a warrant
entitling the holder to purchase an additional one-half share at a price of
$2.00 per share for two years. (see Note 5)

On July 11, 2003, the Company cancelled 800,000 common shares with restrictions
previously issued for cash with respect to the investment in Iceberg Drive Inn.
These shares were initially valued at $0.125 per share and returned at a value
of $.05 per share resulting in a loss of $60,000 to operations. (see Note 5).

The Company issued a total of 2,300,000 common shares pursuant to the exercise
of stock options at a price of $0.03 per share for proceeds of $69,000 on the
following dates:

        June 13, 2003 (900,000 shares),
        June 23, 2003 (300,000 shares),
        June 26, 2003 (100,000 shares),
        July 24, 2003 (325,000 shares),
        August 1, 2003 (275,000 shares),
        August 11, 2003 (225,000 shares),
        August 14, 2003 (75,000 shares).

The Company issued a total of 1,700,000 common shares pursuant to the exercise
of stock options at a price of $0.04 per share for proceeds of $68,000 on the
following dates:

     August 14, 2003  (425,000 shares),
     August 29, 2003 (1,275,000 shares).

On August 20, 2003, the Registrant held a Special Meeting whereby the Board of
Directors, by unanimous consent, adopted, effective September 8, 2003, the
following amendments to its Articles of Incorporation:

        1.   The Registrant announces that a majority of the shares entitled to
        vote on such matters, approved the change of Registrant's name from
        Iceberg Brands Corporation to "Avalon Gold Corporation" in accordance
        with Section 78.385 of the Nevada Revised Statute. On August 28, 2003
        the Registrant filed a Certificate of Amendment to its Articles of
        Incorporation with the Secretary of State of Nevada changing its name to
        Avalon Gold Corporation.

        2.  The Registrant's authorized common capital stock consists of
        200,000,000 shares of common stock with $0.001 par value per share, of
        which 20,530,298 were issued and outstanding. On August 20, 2003, the
        Board of Directors declared a One for Four reverse stock split of all
        the Registrant's outstanding common stock without any change in par
        value for the shares of common stock. The Registrant's capitalization of
        200,000,000 shares with a par value of $0.001 per share remains the same
        after the split as it was before the split. Shareholder approval
        required to effect the reverse stock split was obtained and on August
        28, 2003 the Registrant filed a Certificate with the Secretary of  State
        of Nevada authorizing the One for Four reverse stock split.


Stock options

On December 20, 2002, the Company filed a Registration Statement on Form S-8 to
cover 4,100,000 shares of common stock to be issued pursuant to the Company's
2002 Stock Incentive and Option Plan (the "Plan").  During the period ended June
30, 2003 the Company granted options under the Plan to acquire a total of
4,100,000 shares of the Company's common stock at a price of $0.15 per share
being the market value as at the date of grant.  Of the total number of options
granted, 2,325,000 were granted to consultants for which a consulting expense of
$328,900 was recorded during the period representing the fair value of the
options.  The fair value was estimated using the Black-Scholes option pricing
model assuming an expected life of 10 years, a risk-free interest rate of 3% and
an expected volatility of 116%.

The fair value of the 1,775,000 options granted to directors and employees, as
disclosed on a pro-forma basis in Note 2, was estimated using the Black-Scholes
option pricing model assuming an expected life of 10 years, a risk-free interest
rate of 3% and an expected volatility of 116%.

On June 12, 2003, the Company filed a Registration Statement on Form S-8 to
cover 4,000,000 shares of common stock to be issued pursuant to the Company's
2003 Stock Incentive and Option Plan (the "Plan").  During the period ended
September 30, 2003 the Company granted options under the Plan to acquire a total
of 2,300,000 shares of the Company's common stock at a price of $0.03 per share
and 1,700,000 shares of the Company's common stock at a price of $0.04 per
share, being the market values as at the date of grants.  Of the total number of
options granted, 2,500,000 were granted to consultants for which a consulting
expense of $73,200 was recorded during the period 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%.

The fair value of the 1,500,000 options granted to directors and employees, as
disclosed on a pro-forma basis in Note 2, 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%.

NOTE 7 - RELATED PARTY TRANSACTIONS

During the nine months ended September 30, 2003 the Company incurred $36,000 in
management fees to a director.

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

During the nine months ended September 30, 2003, the Company incurred $110,000
in consulting fees to two significant shareholders and $147,000 in professional
and consulting fees to two employees.

During the nine months ended September 30, 2003, two companies controlled by a
significant shareholder earned $113,499 and a company controlled by an employee
earned $33,750 pursuant to prepaid services agreements (See note 4).

At September 30, 2003 an amount of $183,138 is receivable from a public company
and its subsidiary, which have a director in common with the Company, a net
amount of $18,606 is owing to a significant shareholder.  These amounts are non-
interest bearing and have no specific terms of repayment.


NOTE 8 - 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 9 - 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 vend-in will be
for at least 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 will issue 50,000 restricted post-reverse split
common shares upon the acknowledgement of an agreement in principal being in
place on the 75% interest. An additional 450,000 restricted post-reverse split
shares will be issued when the additional 15% is included. The Company will also
issue 15,000 post-reverse split common shares to an individual as consideration
for representing the Company's interest in the Ukraine.

NOTE 10 - SUBSEQUENT EVENTS

On October 2, 2003, the Company filed a Registration Statement on Form S-8 to
cover 4,076,667 shares of post-reverse split common stock to be issued,
comprised of 3,800,000 post-reverse split shares pursuant to the Company's 2003
Stock Incentive and Option Plan (the "Plan") and 276,667 post-reverse split
shares to be issued for debt in the amount of $83,000.

Subsequent to September 30, 2003, a total of  2,181,125 post-reverse split
shares of common stock were granted and issued at a price of $0.08 per share on
the exercise of incentive stock options for proceeds of  $174,490.





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 Business.  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 and another name change to
Precise Life Sciences Ltd. on April 30, 2002. The company was inactive from 1991
to 1996 and currently has no revenue generating operations.  In accordance with
SFAS #7, the company is considered a development stage company since January 1,
1996.  At September 30, 2003, we had a cash overdraft of $32. We primarily rely
on directors and certain shareholders for financing.



Currently, we own certain interests in oil and gas properties.  (described more
particularly below). Recently, we changed our name from Precise Life Sciences
Ltd. to Avalon Gold Corporation . As of the date of this quarterly report on
Form 10QSB, we are in the process of researching potential partnerships and
acquisitions for the company. There is no guarantee that we will be able to
successfully enter into relationships which will produce revenue.  To September
30, 2003, we have suffered an accumulated net loss of $11,929,403. There is no
guarantee that we will not continue to suffer significant losses in the
foreseeable future.


Our Investment in Iceberg Acquisition Corporation.  On December 22, 2002, the
Company signed an agreement with Iceberg Acquisition Corporation, whereby it
will acquire 100% interest in Iceberg Acquisition Corporation upon the issue of
ten million (10,000,000) restricted common shares of the Company to Iceberg
Acquisition Corporation and upon compliance with the terms of a certain Letter
of Intent dated December 21, 2002 (as amended February 17,2003) between Iceberg
Acquisition Corporation, a Nevada Corporation and Iceberg Drive Inn, Inc., a
Utah Corporation. The Company has been assigned 100% of the general terms and
conditions agreed to by Iceberg Acquisition Corporation in the Letter of Intent
dated December 21, 2002 (as amended February 17, 2003) with Iceberg Drive Inn,
Inc. by payment of the initial $25,000 non-refundable deposit to the controlling
shareholders of Iceberg Drive Inn, Inc. The general terms and conditions the
Company must perform, satisfy and comply with in order for Iceberg Drive Inn,
Inc. to tender all of their common voting shares to Iceberg Acquisition
Corporation are as follows:

1.      A non-refundable payment of $25,000 to the controlling shareholders of
Iceberg Drive Inn, Inc. upon execution of the Letter of Intent dated December
31, 2002. (paid).

2.      A payment of $95,000 to the controlling shareholders of Iceberg Drive
Inn, Inc. on or before February 12, 2003. (paid )

3.      A payment of $105,000 to the controlling shareholders of Iceberg Drive
Inn, Inc. upon delivery of audited financial statements of Iceberg Drive Inn,
Inc. as at December 31, 2002, to the Company. This payment will effectively
close the transaction.

4.      A further payment of $1,050,000 to the controlling shareholders of
Iceberg Drive Inn, Inc. payable in five equal quarterly payments of $210,000.
The first payment will be paid on July 12, 2003 and follow every ninety  (90)
days thereafter until paid in full.

5.      The issue of 500,000 common shares of the Company upon the closing date
of the transaction to the shareholders of Iceberg Drive Inn, Inc.

6.      The issue of $3,000,000 worth of convertible preferred shares of the
Company upon the closing date of the transaction. Each share issued will yield a
dividend of sixty cents per year. Dividend payments will be made quarterly.
Preferred shares will be convertible into common shares at a ratio of one
preferred share to five common shares at any time. The Company may repurchase
preferred shares within thirty days written notice for the face value of $10 per
share. Shareholders have the option to convert preferred shares to common shares
at the ratio aforementioned within the thirty day period.

Iceberg Drive Inn operates a quick service restaurant business with eleven
stores operating in Utah, Arizona and Idaho. The restaurants specialize in
quality hand made ice cream treats, old- fashioned hamburgers, French fries and
hand breaded onion rings. In order to close the transaction, Iceberg Drive Inn,
Inc. was required to provide the Company with audited financial statements.
Iceberg Drive Inn, Inc. failed to provide the audited financial statements and
as such the Company has terminated the Agreement. Pursuant to the general terms
of the Agreement, the Company has signed a promissory note dated May 15, 2003 in
the amount of $100,000 representing the balance of funds due from Iceberg Drive
Inn, Inc. The note is due May 15, 2004 and bears interest at 8% per annum. . On
July 11, 2003, the note was settled for the return and cancellation of shares
and warrants with a fair value of $40,000, resulting in a loss of $60,000. In
addition, the Company has written off the non-refundable deposit in the amount
of $25,000.


Our Oil and Gas Properities.

The Wyoming Property. During the time Avalon Gold Corporation was reconsidering
its Internet-related activities, it decided to pursue oil and gas interests. In
that regard, on September 20, 2000, Avalon Gold Corporation signed an Asset
Purchase and Sale Agreement with 2U Online.com, Inc. ("2U"), a Delaware
corporation, whereby Avalon Gold Corporation acquired all of 2U's working
interest to the oil and natural gas rights on a Wyoming Property located in the
Powder River Basin of eastern Wyoming (the "LAK Ranch") for five million
(5,000,000) shares of Avalon Gold Corporation's $0.001 par value common stock.
On October 13, 2000, the Assignment of Working Interest in Oil and Gas Lease was
filed in the Offices of County Clerk for Weston County, Wyoming, whereby 2U's
25% working interest in the Wyoming Property was transferred and assigned to the
Avalon Gold Corporation and Avalon Gold Corporation issued to 2U five million
(5,000,000) shares of its $0.001 par value common stock with Rule 144
restrictions. The LAK Ranch Project was introduced to Avalon Gold Corporation by
May Joan Liu, now a consultant to Avalon Gold Corporation, after Avalon Gold
Corporation's management expressed an interest in acquiring a viable oil and gas
venture.  May Joan Liu received a finders fee of 475,000 shares of Avalon Gold
Corporation's $0.001 par value common stock and Steve Nemergut, former President
and a Director of Avalon Gold Corporation, received a finders fee of 25,000
shares of Avalon Gold Corporation's $0.001 par value common stock.

The LAK Ranch Oil Project is located four miles south of the town of Newcastle
in Wyoming's prolific oil producing Powder River Basin. Previous exploration
activities at the LAK Ranch have been headed up by Texaco, Conoco, Parent Oil,
Mapco and Surtek (previously Exoil Services). The LAK Ranch has no proven oil
reserves.

Pursuant to an agreement dated September 24, 1997, Derek Resources Corporation
acquired an option to earn a 75% interest in the LAK Ranch oil property in
Wyoming by incurring certain expenditures to develop a (SAGD) pilot plant on the
Property and by making certain option payments.  In 1998, Derek completed
preliminary site investigation, engineering and confirmation drilling on the
Property. The data returned indicated that a SAGD project was viable for the
property.

Derek commenced the drilling and installation of the first SAGD well pair on the
LAK Ranch property June 22, 2000 and by August of 2000 the well pair had been
successfully installed.  During the remainder of 2000, Derek continued working
on construction of the SAGD plant and in January 2001, announced that final
installation and assembly procedures, including fabrication, welding, electrical
and instrument component installation and equipment testing were nearing
completion.  Further, a 33,000 foot long four-inch natural gas pipeline was
installed to the site and the completed sections successfully pressure tested.
In March 2001, Derek announced that steam generation and injection to its SAGD
well pair had commenced.

During December 2000 and January 2001, a dispute arose between the Avalon Gold
Corporation and Derek concerning Derek's expenditures and operations under a
September 24, 1997, Option Agreement addressing development of a pilot SAGD oil
recovery plant on the LAK Ranch site. The parties were unable to agree about
Derek's decision to incur certain expenses for the LAK project in light of the
terms of the Option Agreement. Derek also asserted certain demands for payment
concerning its development of the LAK Ranch site project which Avalon Gold
Corporation felt were inconsistent with the terms of the Option Agreement. Derek
ultimately asserted a purported right to foreclose a lien against Avalon Gold
Corporation's interest in the LAK property and Avalon Gold Corporation disagreed
and disputed the legality of Derek's lien assertions and activities. As a
result, the Avalon Gold Corporation filed a lawsuit against Derek in Wyoming
District Court in Weston County, Wyoming requesting an accounting of its
expenditures and seeking other relief.

On October 19, 2001, an agreement was reached with Derek to settle the existing
litigation on the LAK Ranch Property.  The settlement is as follows:

-      Precise and Derek will agree to discontinue their respective court
actions commenced in the State of Wyoming with respect to the LAK Ranch
Property.

-      Precise will release the lis pendens filed against the property and will
quitclaim to Derek all of Avalon Gold Corporation's right, title and interest in
the property.

-      Derek will grant to Precise a 0.70% (.7 of 1%) proportionate, reducible,
Gross Overriding Royalty over all of Derek's interest in the property.  This
equates to $0.1575 per barrel based on a price of $22.50 per barrel.

-      Payment of the royalty is to be retroactive to the commencement of
production.

-      If Derek sells any or all of its interest in the LAK Ranch Property, it
will pay to Asdar, subject to adjustments, 7.5% of the net sales proceeds on the
first US$7,500,000 and 1% on any sums over US$7,500,000.

As a result of the settlement, Avalon Gold Corporation has written down the
carrying value of its interest in the LAK Ranch property to the nominal value of
$1. During the nine months ended September 30, 2003, there was no production
from the Wyoming Property.

The California Property. On February 26, 2001, Avalon Gold Corporation signed a
Working Interest Agreement with International Brooks Petroleum Ltd. whereby
Avalon Gold Corporation acquired a 50% working interest in a property described
as the E/2 of Section 24, all of Section 25, and the NE/4 of Section 36 all
located within Township 23 South, Range 21 East, mount Diablo Base And Meridian,
Kings County, California containing 1,120 acres more or less.  Avalon Gold
Corporation acquired this interest for a total payment to International Brooks
Petroleum Ltd. of $312,659 USD, to be spent on a re-entry program on the
Harvester #1-25 well.  The well is located northeast of the East Lost Hills deep
gas discovery.  After the initial $300,000 is spent, future costs will be split
50/50 between Avalon Gold Corporation and International Brooks Petroleum Ltd. A
finders fee of 50,000 shares of Avalon Gold Corporation's common stock with Rule
144 restrictions, valued at $29,250, was issued to May Joan Liu on April 4, 2001
with respect to this acquisition.

On July 10, 2001, the Company's re-entry program on the Harvester #I-25 in
Bakersfield, California commenced. As of August 1, 2001 the Operator had
penetrated the well bore of the Harvester # I-25 well to a total depth of 14,242
feet.  Logging of the Temblor, Vedder, Kreyenhagen and Vaqueros formations was
performed by Halliburton Energy Services in Houston, Texas using Halliburton's
RMT Elite through the pipe logging tool. The subsequent report indicated 486
feet of gross pay identified with 250 feet of net pay as follows

ZONE               DEPTH (ft)          GROSS PAY          NET PAY
Temblor         11,690-11,750            60                  22
Temblor         12,080-12,148            68                  37
Vedder          12,974-13,052            78                  46
Vedder          13,148-13,206            58                  48
Vedder          13,264-13,360            96                  74
Vaqueros        13,745-13,794            49                  15
Kreyenhagen     14,016-14,093            77                   8

Avalon Gold Corporation conducted a review of the analysis with its technical
staff and determined the completion program for the well. The estimated
completion costs for the well were $539,295.00. On October 10, 2001 Avalon Gold
Corporation advanced its 50% share of these costs or $269,647.50 to the operator
and the next stage in the program began on October 15, 2001. This involved
perforation of the well casing and testing to determine the flow rates that can
be achieved. The primary target for perforation and testing was the interval
13,264 -13,360 located in the Vedder formation.  The target is contained in
clean productive gas sand, which exhibits a porosity ranging between 18 and 22%.
This target was successfully perforated and the well was swabbed for four hours
on November 27, 2001.  Additional swabbing, using a more economical swabbing rig
is required for the perforated interval and has been postponed until the second
zone is perforated.

The secondary zone of interest is located in the interval 11,690 -11,750 in the
Temblor formation. The target is contained in clean productive gas sand, which
exhibits a porosity ranging between 18% and 23%. This target was successfully
perforated and to December 18, 2001, 687 barrels of fluid were recovered. The
well continued to flow on its own with gas cut fluids. The operator recommended
that the well be shut in until the beginning of 2002.

During the shut down period, Avalon Gold Corporation was invoiced for cost
overruns on the project to December 31, 2001 in the amount of $50,995 and given
a further cash call for $34,870 for more completion costs.  Avalon Gold
Corporation requested a full accounting for the project to make a determination
on the cause of cost overruns and on participating in further expenditures on
the well. Avalon Gold Corporation asked for certain documentation to confirm
expenditures on the project to date. Although the operator has provided certain
documentation with respect to expenditures, it is Avalon Gold Corporation's
position that the information provided is insufficient to make a proper
determination. International Brooks Petroleum Ltd. has taken the position that
Avalon Gold Corporation is in default and alleges that Avalon Gold Corporation's
interest has been forfeited. Until Avalon Gold Corporation is provided with
additional information requested from the operator, it does not consider itself
to be in default of its obligations under the agreement. However, based on the
results of the re-entry program to date, Avalon Gold Corporation has written
down its investment to date in the Harvester Property to a nominal value of $1,
resulting in a loss of $662,550.

On September 23, 2002, the Company and International Brooks agreed to settle
their differences as follows:

1.      International Brooks Petroleum Ltd. agrees to reserve and pay Avalon
Gold Corporation, monthly, an amount equal to 2% of the gross proceeds received
from the sale of any hydrocarbons obtained from the Property for the prior
month.  This Royalty Interest shall continue until the later of:

a)      International Brooks' rights in the Property, pursuant to the Lease
dated May 1, 2000 and all amendments thereto, are terminated; or

b)      any subsequent interest in the Property acquired by International Brooks
or any associate or affiliate thereof is terminated. At such time, the Royalty
Interest shall terminate and be of no further force or effect.  At such time as
hydrocarbons are obtained from the Property, International Brooks agrees to
register the Royalty Interest with the appropriate regulatory authorities in
favor of Precise Life.

2.      Iceberg Brands, in consideration of the Royalty Interest to be reserved
by International Brooks in favor of Iceberg Brands, agrees to terminate any
interest it had, has or may have in the Property pursuant to the Agreement.

3.      Each Company does remise, release and forever discharge each other and
its respective successors or assigns, from all actions, causes of action, claims
and demands which each Company had, now has or will have. This includes any
arrears of exploration expenditures which have not been paid by Precise Life
($50,995) and any costs which may be incurred to plug and abandon the Harvester
#1-25 well located on the Property.



Mayske Gold Property

On September 22, 2003, the Company signed a Letter of Intent to acquire the
Mayske Gold Property located in the Odessa Region, Ukraine. The vend-in will be
for at least 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 will issue 50,000 restricted post-reverse split
common shares upon the acknowledgement of an agreement in principal being in
place on the 75% interest. An additional 450,000 restricted post-reverse split
shares will be issued when the additional 15% is included. The Company will also
issue 15,000 post-reverse split common shares to an individual as consideration
for representing the Company's interest in the Ukraine.




Liquidity and Capital Resources.  For the nine month period ended
September 30, 2003, we had total assets of $744,470 , including  taxes
recoverable of $203, $183,138 due from related parties,  and $365,707 as the
current portion of $561,127 in prepaid service contracts. We also had $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.  At December 31, 2002, we had total assets of
$1,029,808. The decrease in assets was primarily due to a decrease in the amount
of service contracts.

At September 30, 2003, we had current liabilities of $63,327, which was
represented by a bank overdraft of $32, accounts payable and accrued liabilities
of $44,689 and $18,606 due to related parties. At December 31, 2002 we had
current liabilities of $223,699. The decrease in liabilities was primarily due
to a decrease in funds due to related parties.  At September 30,2003, we had
total current assets of $549,048.  At September 30, 2003, current assets
exceeded current liabilities by $485,721. At December 31, 2002, our total
current assets exceeded our total current liabilities by $321,438.

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 $209,221 in the third quarter of 2002
to $239,223 in the third quarter of 2003.  This increase in the loss was largely
due to a increase in management and consulting fees.



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 will continue to attempt to arrange for equity financings over the next
twelve months to satisfy our working capital requirements.  However, there is no
guarantee that we will be able to arrange for such financings. Moreover, we have
not identified any sources of financings.

We will require additional cash to implement our business strategies, and for
payment of increased operating expenses.  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 borrowing and other resources.  To the extent
that additional capital is raised through the sale of equity or equity-related
securities, the issuance of securities could result in dilution to 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 twelve months, we may be required to curtail our operations
significantly or to obtain funds through arrangements with collaborative
partners or others that may require us to relinquish rights to certain of our
assets.

We do not anticipate any significant research and development within the next
twelve months, nor do we anticipate that we will lease or purchase any
significant equipment within the next twelve months.   We do not anticipate a
significant change in the number of our employees within the next twelve 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.




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 12, 2003, the Company filed a Registration Statement on Form S-8 to
cover 4,000,000 shares of common stock, par value $0.001 per share to be issued
pursuant to the Company's 2003 Stock Incentive and Option Plan. During the third
quarter ended September 30, 2003, the Company issued a total of 1,000,000 shares
of common stock at a price of $.03 per share for proceeds of $30,000 and
1,700,000 shares of common stock at a price of $.04 per share for proceeds of
$68,000 as follows:

        July 24,   2003  325,000 shares     August 14, 2003    425,000 shares
        August 1,  2003  275,000 shares     August 29, 2003  1,275,000 shares
        August 3,  2003  100,000 shares                     =================
        August 11, 2003  225,000 shares                      1,700,000 shares
        August 14, 2003   75,000 shares
                       ==================
                       1,000,000 shares

On July 11, 2003, the Company cancelled 800,000 common shares with restrictions
previously issued for cash with respect to the investment in Iceberg Drive Inn.
These shares were initially valued at $0.125 per share and returned at a value
of $.05 per share resulting in a loss of $60,000 to operations.

On September 8, 2003, the Company's issued and outstanding shares became
5,238,825 shares pursuant to a One for Four reverse stock split. (See Item 4
below).

Item 3. Defaults Upon Senior Securities.

None.

Item 4.  Submission of Matters to Vote of Security Holders

The Company's authorized common capital stock consists of  200,000,000 shares of
common stock with $0.001 par value per share, of which 20,530,298 were issued
and outstanding on September 7, 2003. On August 20, 2003, the Board of Directors
declared a One for Four reverse stock split of all the Registrant's outstanding
common stock without any change in par value for the shares of common stock. The
Registrant's capitalization of 200,000,000 shares with a par value of $0.001 per
share remains the same after the split as it was before the split. Shareholder
approval required to effect the reverse stock split was obtained and on August
28, 2003 the Registrant filed a Certificate with the Secretary of  State of
Nevada authorizing the One for Four reverse stock split. On September 8, 2003,
the Company's 20,530,298 common shares issued became 5,238,825 common shares
issued.




Item 5.  Other Information

A. Security Ownership of Management

The following table sets forth information as of September 30, 2003 with respect
to the ownership of our common stock by each director and by all officers and
directors as a group.



                      Name of            Amount and Nature of
 Title of Class    Beneficial Owner      Beneficial Owner     Percent of Class
--------------    -----------------      -----------------   ------------------
Common Stock    Robert Klein
                4540 Woodgreen Place        12,500                 0.24 %
                West Vancouver, B.C.,
                 CanadaV7S 2V6

Common Stock    Robert Waters
                #2025 - 1358 W. Georgia     12,500                 0.24 %
                S.Vancouver, B.C.,
                Canada V6E 4S2



Directors' Compensation.  During the third quarter ended September 30, 2003, the
Company incurred $12,000 in management fees to one director.


Stock Based Compensation. During the three months ended September, 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 2003.




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


<table>
<caption>

                   <c>                           <c>               <c>
                      Name of                 Amount and Nature of
 Title of Class    Beneficial Owner            Beneficial Owner     Percent of Class
--------------    -----------------           -----------------   ------------------
Common Stock    CEDE & Co.
                The Depository Trust Co.           3,092,469            59.03 %
                P.O. Box 222 Bowling Green Station
                New York, New York 10274


Common Stock    Advantage Nevada Corporation
                7263 E . San Alfredo Drive
                Scottsdale, Arizona  85258            562,500            10.74 %


Common Stock    Asiatic Management Consultants Ltd.
                c/o Charlton Investments Ltd.
                Flat B,18F, Nikken Heights
                Central Hong Kong                     625,000            11.93 %

</table>



C. Certain Relationships and Related Party Transactions

During the nine months ended September 30, 2003 the Company incurred $36,000
(2002 - $100,120) in management fees to a director.

During the nine months ended September 30, 2003, the Company incurred $23,017
(2002 - $25,795) in rent and office expenses to a private company controlled by
an employee.

During the nine months ended September 30, 2003, the Company incurred $110,000
(2002 - $143,350) in consulting fees to two significant shareholders and
$147,000 (2002 - $69,600) in professional and consulting fees to two employees.

During the nine months ended September 30, 2003, two companies controlled by a
significant shareholder earned $113,499 (2002 - $23,500) and a company
controlled by an employee earned $33,750 (2002 - $Nil) pursuant to prepaid
services agreements.

At September 30, 2003 an amount of $183,138 is receivable from a public company
and its subsidiary, which have a director in common with the Company, a net
amount of $18,606 is owing to a significant shareholder.  These amounts are non-
interest bearing and have no specific terms of repayment.



D. Subsequent Events

On October 2, 2003, the Company filed a Registration Statement on Form S-8 to
cover 4,076,667 shares of post-reverse split common stock to be issued,
3,800,000 post-reverse split shares pursuant to the Company's 2003 Stock
Incentive and Option Plan (the "Plan") and 276,667 post-reverse split shares to
be issued for debt in the amount of $83,000.

Subsequent to September 30, 2003, a total of 2,181,125 post-reverse split shares
of common stock were granted and issued at a price of $0.08 per share on the
exercise of incentive stock options for proceeds of $174,490.




E. 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, 2003 | December 31, 2002 | December 31, 2001|
------------------|-------------------|-------------------|------------------|
     Total        |   $   <32>        |        $<1,934>   |     $28,266      |
                  |                   |                   |                  |
------------------|-------------------|-------------------|------------------|


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.



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



a)Index to Exhibits

Exhibit 99.1 - Section 302 Certification of Amended Periodic Report
               of the Chief Executive Officer.

Exhibit 99.2 - Section 302 Certification of Amended Periodic Report
               of the Chief Financial Officer.


b)    Form 8-K's:

Our Form 8-K filed September 8, 2003 announcing the name change to Avalon Gold
Corporation



SIGNATURES

In accordance with the requirements of the Securities Exchange Act of 1934, we
have duly caused this Amended 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 28, 2003.

Avalon Gold Corporation
A Nevada Corporation

By:      /s/ Robert Waters
       ------------------------
         Robert Waters

Its:     President




CERTIFICATION OF AMENDED PERIODIC REPORT

I, Robert Waters, President and Chief Executive Officer of Avalon Gold
Corporation, a Nevada Corporation (the "Company"), certify, pursuant to Section
302 of the Sarbanes- Oxley Act of 2002, 18 U.S.C. Section 1350, that:

1.      I have reviewed this amended quarterly report on Form 10-QSB/A for the
period ended September 30, 2003 of AVALON GOLD CORPORATION.;

2.      Based on my knowledge, this amended quarterly report does not contain
any untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances under which
such statements were made, not misleading with respect to the period covered by
this annual report;

3.      Based on my knowledge, the financial statements, and other financial
information included in this amended quarterly report, fairly present in all
material respects the financial condition, results of operations and cash flows
of the registrant as of, and for, the periods presented in this quarterly
report;

4.      The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a - 14 and 15d - 14) for the registrant and we have:

        a.      designed such disclosure controls and procedures to ensure that
        material information relating to the registrant, including its
        consolidated subsidiaries, is made known to us by others within those
        entities, particularly during the period in which this amended quarterly
        report is being prepared;

        b.      evaluated the effectiveness of the registrant's disclosure
        controls and procedures as of a date within 90 days prior to the filing
        date of this quarterly report (the "Evaluation Date"); and

        c.      presented in this  amended quarterly report our conclusions
        about the effectiveness of the disclosure controls and procedures based
        on our evaluation as of the Evaluation Date;

5.      The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):

        a.      All significant deficiencies in the design or operation of
        internal controls which could adversely affect the registrant's ability
        to record, process, summarize and report financial data and have
        identified for the registrant's auditors any material weaknesses in
        internal controls; and

        b.      Any fraud, whether or not material, that involves management or
        other employees who have a significant role in the registrant's internal
        controls; and

6.      The registrant's other certifying officers and I have indicated in this
 amended quarterly report whether or not there were significant changes in
 internal controls or in other factors that could significantly affect internal
 controls subsequent to the date of our most recent evaluation, including any
 corrective actions with regard to significant deficiencies and material
 weaknesses.

Date: November 28, 2003

  /s/ Robert Waters
  ---------------
  Robert Waters
  President and Chief ExecutiveOfficer

CERTIFICATION OF AMENDED PERIODIC REPORT

I, Robert Klein, President and Chief Financial Officer of Avalon Gold
Corporation, a Nevada Corporation (the "Company"), certify, pursuant to Section
302 of the Sarbanes- Oxley Act of 2002, 18 U.S.C. Section 1350, that:

1.      I have reviewed this amended quarterly report on Form 10-QSB/A for the
period ended September 30, 2003 of AVALON GOLD CORPORATION.;

2.      Based on my knowledge, this amended quarterly report does not contain
any untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances under which
such statements were made, not misleading with respect to the period covered by
this annual report;

3.      Based on my knowledge, the financial statements, and other financial
information included in this amended quarterly report, fairly present in all
material respects the financial condition, results of operations and cash flows
of the registrant as of, and for, the periods presented in this quarterly
report;

4.      The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a - 14 and 15d - 14) for the registrant and we have:

        a.      designed such disclosure controls and procedures to ensure that
        material information relating to the registrant, including its
        consolidated subsidiaries, is made known to us by others within those
        entities, particularly during the period in which this amended quarterly
        report is being prepared;

        b.      evaluated the effectiveness of the registrant's disclosure
        controls and procedures as of a date within 90 days prior to the filing
        date of this quarterly report (the "Evaluation Date"); and

        c.      presented in this amended quarterly report our conclusions about
        the effectiveness of the disclosure controls and procedures based on our
        evaluation as of the Evaluation Date;

5.      The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):

        a.      All significant deficiencies in the design or operation of
        internal controls which could adversely affect the registrant's ability
        to record, process, summarize and report financial data and have
        identified for the registrant's auditors any material weaknesses in
        internal controls; and

        b.      Any fraud, whether or not material, that involves management or
        other employees who have a significant role in the registrant's internal
        controls; and

6.      The registrant's other certifying officers and I have indicated in this
amended quarterly report whether or not there were significant changes in
internal controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including any
corrective actions with regard to significant deficiencies and material
weaknesses.

Date: November 28, 2003

  /s/ Robert Klein
  --------------
  Robert Klein
  Director and Chief Financial Officer