UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(x)	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES ACT OF 1934

For the fiscal year ended January 31, ~~2012~~2013

( )	TRANSACTION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transaction period from to __________ to ______________

Commission File Number: 333-119566

AVALON HOLDING GROUP INC.

(Exact name of registrant as specified in its charter)

Nevada		26-3608086
State or other jurisdiction of		(I.R.S. Employer
incorporation or organization		Identification No.)

6536 102nd Place NE, Kirland, WA 98033 USA

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: 206-947-5639

Securities registered under Section 12(b) of the Exchange Act:

Title of each class			Name of each exchange on which registered
None			None

Securities registered under Section 12(g) of the Exchange Act:

Common Stock, $0.001 Par Value

(Title of class)

~~Check~~Indicate ~~whether~~by ~~the~~check ~~issuer~~mark isif ~~not~~the ~~required~~registrant tois ~~file~~a ~~reports~~well-known ~~pursuant~~seasoned toissuer, ~~Section~~as 13defined orin 15Rule ~~(d)~~405 of the ~~Exchange~~Securities Act. [ ] Yes [X] No

~~Check~~Indicate ~~whether~~by ~~the~~check ~~issuer~~mark ~~(1)~~if ~~filed~~the ~~all~~registrant ~~reports~~is not required to befile ~~filed~~reports bypursuant to Section 13 or Section 15(d) of the ~~Exchange~~ Act ~~during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days~~. ~~Yes~~ [X] NoYes [ ] No

Indicate by check mark whether the registrant (1) has ~~submitted~~filed ~~electronically~~all ~~and~~reports ~~posted on its corporate Website, if any, every Interactive Date File~~ required to be ~~submitted~~filed ~~and~~by ~~posted~~Section ~~pursuant~~13 toor ~~Rule~~15(d) ~~405~~ of ~~Regulation~~the ~~S-T~~Securities ~~(§229.405~~Exchange Act of ~~this~~1934 ~~chapter)~~ during the preceding 12 months (or for such shorter period that the registrant was required to ~~submit~~file such reports), and ~~post~~(2) has been subject to such ~~files)~~filing requirements for the past 90 days. ~~Yes~~ [ X] NoYes [ x ] No

~~Check~~Indicate ifby ~~there~~check ismark nowhether ~~disclosure~~the ofregistrant ~~delinquent~~has ~~filers~~submitted inelectronically ~~response~~and toposted ~~Item~~on ~~405~~its ofcorporate ~~Regulation~~Web ~~S-B~~site, isif ~~not~~any, ~~contained~~every inInteractive ~~this~~Data ~~form,~~File ~~and~~required noto ~~disclosure~~be ~~will~~submitted beand ~~contained,~~posted pursuant to ~~the~~Rule ~~best~~405 of ~~the~~Regulation ~~Registrant's~~S-T ~~knowledge,~~(§ in232.405 ~~definitive~~of ~~proxy~~this orchapter) ~~information~~during ~~statements~~the ~~incorporated~~preceding by12 ~~reference~~months in(or ~~Part~~for ~~III~~such ofshorter ~~this~~period ~~Form~~that ~~10-KSB~~the orregistrant ~~any~~was ~~amendment~~required to ~~this~~submit ~~Form~~and ~~10-K~~post such files). [ ] Yes [X ] No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ] Yes [X] No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a small reporting company. See the definitions of “large accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer [ ]		Accelerated filer [ ]

Non-accelerated filer [ ]		Smaller reporting company [X ]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [ X ]

~~Net~~The ~~revenues~~aggregate ~~for~~market ~~our~~value ~~most~~of ~~recent~~the ~~fiscal~~voting ~~year:~~and $non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of July, 2012 is $0.00

~~Aggregate~~APPLICABLE ~~market~~ONLY ~~value~~TO ofREGISTRANTS ~~the~~INVOLVED ~~voting~~IN ~~and~~BANKRUPTCY ~~non-voting~~PROCEEDINGS ~~common~~DURING ~~equity~~THE ~~held~~PRECEDING byFIVE non-affiliates computed by reference to the price at which the common equity was sold on the average bid and asked price of such common equity, as of July 31, 2011, the last business day of the registrant’s most recently completed second fiscal quarterYEARS: ~~$ 0.00.~~

~~Number~~Indicate ofby ~~common~~check ~~voting~~mark ~~shares~~whether ~~issued~~the registrant has filed all documents and ~~outstanding~~reports asrequired ofto ~~April~~be ~~27,~~filed ~~2012,~~by ~~121~~Section 12,~~320,000~~ ~~shares~~13 or 15(d) of ~~common~~the ~~stock~~Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. [ ] Yes [ ] No

~~DOCUMENTS~~(APPLICABLE ~~INCORPORATED~~ONLY BYTO ~~REFERENCE~~CORPORATE REGISTRANTS)

IfNumber ~~the~~of ~~following~~common ~~documents~~voting ~~are~~shares ~~incorporated~~issued ~~by reference, briefly describe them~~ and ~~identify~~outstanding ~~the~~as ~~part~~ of ~~the~~May15, ~~Form 10-K (e.g. Part I~~2013, ~~Part II~~121,320,000 ~~etc.)~~shares ~~into which the document is incorporated: (1) any annual report to security holders; (2) any proxy or information statement; and (3) any prospectus filed pursuant to Rule 424(b) or (c)~~ of ~~the~~common ~~Securities Act of 1933. The listed documents should be clearly described for identification purposes (e.g., annual report to security holders for fiscal year ended December 24, 1990).~~stock

~~Transitional~~TABLE ~~Small~~of ~~Business Disclosure Format (Check one): _____Yes X No~~CONTENTS

		Page No.
	PART I
Item 1.	Business.	3
Item 1A.	Risk Factors.	3
Item 1B.	Unresolved Staff Comments.	3
Item 2.	Properties.	3
Item 3.	Legal Proceedings.	3
Item 4.	Mine Safety Disclosures	3

	PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.	4
Item 6.	Selected Financial Data.	5
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	5
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk.	5
Item 8.	Financial Statements and Supplementary Data.	7
Item 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.	8
Item 9A.	Controls and Procedures.	8
Item 9B.	Other Information.	9

	PART III
Item 10.	Directors, Executive Officers and Corporate Governance.	10
Item 11.	Executive Compensation.	10
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.	11
Item 13.	Certain Relationships and Related Transactions, and Director Independence.	12
Item 14.	Principal Accounting Fees and Services.	12

	PART IV
Item 15.	Exhibits, Financial Statement Schedules.	13
	SIGNATURES	13

TABLE OF CONTENTS

	Page
PART I
Item 1. Business	4
Item 1A. Risk Factors	4
Item 2. Properties	5
Item 3. Legal Proceedings	5
Item 4. Mine Safety Disclosures	5
PART II
Item 5. Market For Registrant’s Common Equity Related Stockholder Matters and Issuer Purchases of Equity Securities	6
Item 6. Selected Financial Data	7
Item 7. Management Discussion and Analysis of financial Condition and Results of Operations	7
Item 7A. Quantitative and Qualitative Disclosures about Market Risk	9
Item 8. Financial Statements and Supplementary Data	9
Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	20
Item 9A. Controls and Procedures	20
Item 9B. Other Information	21
PART III
Item 10. Directors, Executive Officers and Corporate Governance	21
Item 11. Executive Compensation	22
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	22
Item 13. Certain Relationships and Related Transactions, and Director Independence	23
Item 14. Principal Accounting Fees and Services	23
Item 15. Exhibits	24
Signatures	25

PART I

~~ITEM~~Item 1. ~~BUSINESS~~ Business.

WeAVALON ~~were~~HOLDING ~~incorporated~~GROUP, onINC ~~July~~(“the ~~28,~~Company”) ~~2008~~was incorporated under the laws of the State of Nevada~~. Our principal offices are loctaed at 6536 102nd Place NE~~, ~~Kirland, WA 98033 USA~~U. ~~Our telephone number is 206-947-5639~~S. ~~Our~~ ~~fiscal~~on ~~year~~July ~~end~~28, ~~is January 31~~2008.

~~During~~On ~~our~~September ~~first~~28, ~~year of operations~~2012, ~~we intended to commence operations in~~ the ~~entertainment~~Company ~~and~~incorporated ~~amusement~~a ~~industry.~~new Wefully ~~purchased~~owned ~~coin~~company ~~operated~~(“subsidiary”) ~~amusement~~under ~~machines~~the ~~for~~laws of the ~~purpose~~State of ~~placing~~Nevada, ~~and~~U.S. ~~operating~~The ~~them~~new insubsidiary ~~public~~is ~~venues~~called ~~with~~Painmaster ~~high~~Product, ~~traffic~~Inc. ~~flow~~Avalon inHolding ~~Russia~~Group, Inc. Weceased ~~were~~operations ~~initially~~in ~~focused~~the onentertainment ~~four~~and amusement ~~games,~~gaming ~~"Arm~~machines ~~Wrestling~~business ~~Game”,~~within ~~"Hammer~~Russia. ~~Game”,~~The ~~"Kicking~~Company ~~Game”~~is ~~and~~active ~~“Punching~~in ~~Game”~~the acquisition and ~~place~~promotion ~~them~~of inconsumer ~~places~~medical ~~such~~product asbrands ~~nightclubs,~~and ~~bars~~businesses, ~~pubs,~~and ~~cinemas~~is ~~and~~an ~~amusement~~investment ~~complexes.~~platform ~~Strength~~for ~~testing~~pursuing ~~amusement~~synergistic ~~games~~opportunities ~~have~~in ~~been~~the ~~around~~rapidly ~~for~~growing ~~many~~pain ~~years~~management market, ~~and~~an ~~prior~~industry ~~management~~estimated ~~believed~~to ~~that~~grow iffrom ~~placed~~$40 inbillion ~~high~~to ~~traffic~~$60 ~~location~~billion ~~can~~in bethe ~~high~~U.S. ~~revenue~~by ~~producers~~2015.

~~Since~~The ~~our~~Company ~~inception,~~now weintends ~~have~~through ~~purchased~~its ~~three~~wholly ~~such~~owned ~~machines~~subsidiary ~~from~~Painmaster ~~our supplier~~Products, ~~“Punchline Europe”~~Inc. ~~Our~~to ~~business~~license, ~~strategy~~manufacture, ~~was~~market toand ~~continue~~distribute, ~~acquiring~~within the United States and ~~placing~~Canada, ~~additional~~a ~~amusement~~Micro ~~machines~~Current inTherapy aspatch ~~many~~that ~~places~~is indrug ~~different~~free, ~~cities~~non-invasive ofand ~~Russia~~proven asto ~~possible~~control pain and promote healing.

In 2010, we determined that we would not be able to generate significant revenues from sales in the area of coin operated amusement machines. During the period ended October 31, 2009, due to the high cost of maintaining the operations of the company in Russia, we took a loss for the historical value of our vending machines and wrote them off on our balance sheet. We have abandoned the machines and are looking for new business ventures to be engaged in. Currently, we do not have any operations or assets.

Employees

We have no employees at the present time. Our officers and directors are responsible for all planning, developing and operational duties, and will continue to do so throughout the early stages of our growth.

We have no intention of hiring employees until our business has been successfully launched and we have sufficient, reliable revenue flow from our operations. Our sole executive officer and director will undertake the work and tasks necessary to bring our business to the point of having positive cash flow by earning revenues. ~~We do not expect to hire any employees within the next twelve (12) months.~~

~~ITEM~~Item 1A. ~~RISK~~ ~~FACTORS~~Risk Factors.

~~Risk~~The ~~Related~~Company is a smaller reporting Company as defined by Rule 12b-2 of the Securities Act of 1934 and are not required to ~~our~~provide ~~Business~~the information under this item.

~~You~~Item ~~should carefully consider the following risk factors and all other information contained herein as well as the information included in this Annual Report in evaluating our business and prospects~~1B. ~~The~~ ~~risks~~Unresolved ~~and~~Staff ~~uncertainties described below are not the only ones we face~~Comments. Additional unknown risks and uncertainties, or that we currently believe are immaterial, may also impair our business operations. If any of the following risks occur, our business and financial results could be harmed. You should refer to the other information contained in this Annual Report, including our financial statements and the related notes.

~~We Have a Limited Operating History.~~None

WeItem ~~have a limited operating history~~2. ~~Our~~ ~~operations will be subject to all the risks inherent in the establishment of a developing enterprise and the uncertainties arising from the absence of a significant operating history~~Properties. ~~No assurance can be given that we may be able to operate on a profitable basis.~~

We may Require Significant Additional Financing before we can Commence Operations and There is No Assurance that such Funds will be Available.

Our ability to enter into a new area of business operations is dependent upon our ability to raise significant additional financing. There can be no assurance that we will be able to obtain financing on acceptable terms in light of factors such as the market demand for our securities, the state of financial markets generally and other relevant factors.

Inability Of Our Sole Executive Officer And Director To Devote Sufficient Time To The Operation Of Our Business May Limit Our Success.

Presently, our sole executive officer and director allocates only a portion of his time to our business. Should our business develop faster than anticipated, our officer may not be able to devote sufficient time to the operation of our business to ensure that it continues as a going concern. Even if our management’s lack of sufficient time is not fatal to our existence, it may result in our limited growth and success.

Unproven Profitably Due to Lack of Operating History Makes an Investment in Us an Investment in an Unproven Venture.

We were formed on July 28, 2008. Since our date of inception, we have had no significant revenues or operations and we have few assets. If we cannot obtain new assets and a business objective and then successfully implement our business strategies, we may not be able to generate sufficient revenues to operate profitably. Insufficient revenues would result in termination of our operations, as we cannot fund unprofitable operations unless additional equity or debt financing is obtained.

Our Independent Auditors’ Report States that there is a Substantial Doubt that we will be able to Continue as a Going Concern.

Our independent auditors, Madsen & Associates, Certified Public Accountants, state in their audit report, that since we have minimal business operations to date and losses to date of $85,581, there is a substantial doubt that we will be able to continue as a going concern.

ITEM 2. PROPERTIES.

We do not own or rent facilities of any kind. At present we are operating from our principal office that is located within the offices of our President, who provides this space free of charge. We will continue to use this space for our executive offices for the foreseeable future.

We do not have any manufacturing plants and have minimal equipment for the operation of our business.

We do not have any investments or interests in any real estate.

~~ITEM~~Item 3. ~~LEGAL~~ ~~PROCEEDINGS~~Legal Proceedings.

We are ~~not~~ currently ~~party~~not toinvolved in any ~~legal~~litigation ~~proceedings,~~that ~~nor~~we ~~are~~believe wecould ~~aware~~have a material adverse effect on our financial condition or results of operations. There is no action, suite, proceeding, inquiry or investigation before or by any ~~contemplated~~court, public board, government agency, self-regulatory organization or body pending ~~legal~~or, ~~proceedings~~to the knowledge of the executive officers of our company or any of our subsidiaries, threatened against usor affecting our company, our common stock, any of our subsidiaries or of our companies or our subsidiaries’ officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect.

~~ITEM~~Item 4. ~~MINE~~ ~~SAFETY~~(Removed ~~DISCLOSURES~~and Reserved).

~~Not applicable~~3

PART II

~~ITEM~~Item 5. ~~MARKET~~Market ~~FOR~~for ~~REGISTRANT~~Registrant’Ss ~~COMMON~~Common ~~EQUITY~~Equity, ~~RELATED~~Related ~~STOCKHOLDER~~Stockholder ~~MATTERS~~Matters ~~AND~~and ~~ISSUER~~Issuer ~~PURCHASES~~Purchases OFof ~~EQUITY~~Equity ~~SECURITIES~~Securities.

~~Market~~Our ~~for~~shares ~~Common~~of ~~Equity~~common ~~and~~stock, ~~Related~~par ~~Stockholder~~value ~~Matters~~$0.001 per share, were quoted on the OTCQB under the symbol “AVLH”.

~~(a) Market~~Fiscal ~~Information~~Year Ended January 31, 2013

Our shares of common stock, par value $0.001 per share, were quoted on the OTC Bulletin Board under the symbol “AVLH” from May 22, 2009, through March 25, 2010. Since then, our stock has been quoted on the PinkSheets.com under the same ticker symbol.

Quarter Ended	April 30, 2012	July 31, 2012	October 31, 2012	January 31, 2013
High	$0.00	$0.00	$0.00	$0.00
Low	$0.00	$0.00	$0.00	$0.00

Fiscal ~~Year~~year ~~Ended~~ended January 31, 2012

Quarter Ended	April 30, 2011	July 31, 2011	October 31, 2011	January 31, 2012
High	$0.00	$0.00	$0.00	$0.00
Low	$0.00	$0.00	$0.00	$0.00

Fiscal year ended January 31, 2011

Quarter Ended	April 30, 2010	July 31, 2010	October 31, 2010	January 31, 2011
High	$0.00	$0.00	$0.00	$0.00
Low	$0.00	$0.00	$0.00	$0.00

(b) Holders

As of ~~April~~May 2715, ~~2012~~2013, there were 33 holders of record of our common stock.

We have never declared or paid dividends on our common stock. We intend to retain earnings, if any, to support the development of our business and therefore do not anticipate paying cash dividends for the foreseeable future. Payment of future dividends, if any, will be at the discretion of our board of directors after taking into account various factors, including current financial condition, operating results and current and anticipated cash needs.

(d) Securities authorized for issuance under equity compensation plans

None.

RECENT SALES OF UNREGISTERED SECURITIES

We have not sold any unregistered securities during the period covered by this annual report.

USE OF PROCEEDS FROM SALE OF REGISTERED SECURITIES

Not applicable.

DESCRIPTION OF SECURITIES

Common Stock

Each record holder of common stock is entitled to one vote for each share held in all matters properly submitted to the stockholders for their vote. Cumulative voting for the election of directors is not permitted by the By-Laws of Avalon.

Holders of outstanding shares of common stock are entitled to such dividends as may be declared from time to time by the Board of Directors out of legally available funds; and, in the event of liquidation, dissolution or winding up of the affairs of Avalon, holders are entitled to receive, ratably, the net assets of Avalon available to stockholders. Holders of outstanding shares of common stock have no preemptive, conversion or redemptive rights. To the extent that additional shares of Avalon’s common stock are issued, the relative interest of the existing stockholders may be diluted.

Stock Purchase Warrants

None.

Stock Purchase Options

None.

~~ITEM 6. SELECTED FINANCIAL DATA~~4

~~ITEM~~Item 76. ~~MANAGEMENT~~Selected ~~DISCUSSION~~Financial ~~AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS~~Data.

~~GENERAL~~ The company is a smaller reporting company and is not required to provide this information.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

This form 10-K contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. For this purpose any statements contained in this Form 10-K that are not statements of historical fact may be deemed to be forward-looking statements. Without limiting the foregoing, words such as “may”, “will”, “expect”, “believe”, “anticipate”, “estimate” or “continue” or comparable terminology are intended to identify forward-looking statements. These statements by their nature involve substantial risks and uncertainties, and actual results may differ materially depending on a variety of factors, many of which are not within our control. These factors include but are not limited to economic conditions generally and in the industries in which we may participate; competition within our chosen industry, including competition from much larger competitors; technological advances and failure to successfully develop business relationships.

We were incorporated on July 28, 2008 under the laws of the state of Nevada. Our principal offices are located at 6536 102nd Place NE, Kirland, WA 98033 USA. Our telephone number is 206-947-5639. Our fiscal year end is January 31.

~~During~~Avalon ~~our~~Holding ~~first year of operations~~Group, weInc. ~~intended~~ceased ~~to commence~~ operations in the entertainment and amusement ~~industry.~~gaming ~~We purchased coin operated amusement~~ machines ~~for~~business ~~the~~within ~~purpose~~Russia. ofThe ~~placing~~Company ~~and~~is ~~operating~~active ~~them~~ in ~~public~~the ~~venues~~acquisition ~~with~~and ~~high~~promotion ~~traffic~~of ~~flow~~consumer inmedical ~~Russia.~~product Webrands ~~were~~and ~~initially focused on four amusement games~~businesses, ~~"Arm~~and ~~Wrestling~~is ~~Game”,~~an ~~"Hammer~~investment ~~Game”,~~platform ~~"Kicking~~for ~~Game”~~pursuing ~~and~~synergistic ~~“Punching~~opportunities ~~Game” and place them~~ in ~~places~~the ~~such~~rapidly asgrowing ~~nightclubs,~~pain ~~bars,~~management ~~pubs~~market, ~~cinemas~~an ~~and~~industry ~~amusement~~estimated ~~complexes.~~to ~~Strength~~grow ~~testing~~from ~~amusement~~$40 ~~games~~billion ~~have~~to ~~been~~$60 ~~around~~billion ~~for many years, and prior management believed that if placed~~ in ~~high~~the ~~traffic~~U.S. ~~location~~by ~~can be high revenue producers~~2015.

In 2010, we determined that we are unable to generate significant revenues from sales during the period ended October 31, 2009, due to the high cost of maintaining the operations of the company in Russia, we took a loss for the historical value of our vending machines and wrote them off on our balance sheet. We have abandoned the machines and are looking for new business ventures to be engaged in. Currently, we do not have any operations or assets.

RESULTS OF OPERATION

~~Our~~Years ~~financial~~ended ~~statements~~January ~~have been prepared assuming that we will continue as a going concern and~~31, ~~accordingly,~~2013 ~~do not include adjustments relating to the recoverability~~ and ~~realization of assets and classification of liabilities that might be necessary should we be unable to continue in operation.~~2012

WeBecause ~~expect~~the Company is planning to launch its Painmaster product, we ~~will~~have ~~require~~incurred ~~additional~~a ~~capital~~significant increase in expenses. Our net loss for the year ended January 31, 2013 was $244,300, compared to ~~meet~~a ~~our~~loss ~~long~~of ~~term~~$17,143 ~~operating~~during ~~requirements~~the same period from the prior fiscal year. WeDuring ~~expect~~the toyear ~~raise~~ended ~~additional~~January ~~capital~~31, ~~through~~2013, ~~among~~we ~~other~~did ~~things~~not generate any revenue and incurred general and administrative expenses of $81,741, advertising and Marketing expenses of $150,689, Management fees of $23,000, interest expense of $10,384 and a gain on forgiveness of debt of $21,514 resulting in a net loss of $244,300. As compared to the ~~sale~~year ended January 31, 2012, we did not generate any revenue and incurred general and administrative expenses of ~~equity~~$17,143, oradvertising and Marketing expenses of $nil, Management fees of $nil, interest expense of $nil and a gain on forgiveness of debt ~~securities~~of $nil resulting in a net loss of $17,143.

~~Year~~The ~~Ended~~weighted average number of shares outstanding was 121,320,000 for the year ended January 31, ~~2012~~2013.

Our net loss for the year ended January 31, 2012 was $17,143, compared to a loss of $29,097 during the same period from the prior fiscal year. During the year ended January 31, 2012, we did not generate any revenue and incurred general and administrative expenses of $17,143, compared to $29,097 in 2011. The decrease in our general and administrative expenses for the year ended January 31, 2012, compared to the same period from the prior fiscal year was due mainly to decreases in legal and audit fees.

The weighted average number of shares outstanding was 121,320,000 for the year ended January 31, 2012.

LIQUIDITY AND CAPITAL RESOURCES

As at January 31, ~~2012~~2013, ~~and 2011,~~ we had no$355,103 assets~~. As~~ atconsisting ~~January~~of 31$147,153 ~~2012~~in cash, ~~our total liabilities were~~ $5750,~~081,~~000 ~~which~~in ~~resulted~~prepaid inroyalty afees ~~working~~for ~~capital~~the ~~deficit~~Painmaster ofproduct, $5729,~~081,~~600 ~~compared~~in toprepaid ~~total~~marketing ~~liabilities of $39~~expense,~~938~~ ~~and a working capital deficit of~~ $3910,~~938~~000 asdeposit offor ~~January~~a ~~31,~~video ~~2011.~~production ~~The~~and ~~increase~~Painmaster inproduct ~~our~~inventory ~~working capital deficit was due to a decrease in accounts payable~~ of $14118,~~820~~350. As ~~and~~at anJanuary ~~increase in advances from director of $~~31,~~963~~ ~~incurred~~2012, ~~during~~ the ~~year~~Company ~~ended~~had ~~January~~no ~~31, 2012~~assets.

~~Stockholders~~As ~~deficit~~at ~~increased~~January 31, 2013, our total liabilities were $600,376 comprised of $23,351 in accounts payable and accrued expenses, a promissory note of $551,925 advances of $nil and advances from a director of $3925,~~938~~100 ~~for~~which ~~the~~resulted ~~year~~in ~~ended~~a ~~January~~working 31capital deficit of $245,723, ~~2011~~compared to total liabilities of $57,081, ~~for~~and a working capital deficit of $57,081 as of January 31, 2012. The increase in our working capital deficit was due to an increase in accounts payable of $20,168, a decrease in advances of $9,000, an increase in promissory note of $551,925 and a decrease in advances from director of $19,798 incurred during the year ended January 31, ~~2012~~2013.

Stockholders deficit increased from $57,081 for the year ended January 31, 2012 to $245,273 for the year ended January 31, 2013.

Cash Flows from Operating Activities

We have not generated positive cash flows from operating activities. For the year ended January 31, ~~2012~~2013, net cash flows used in operating activities was $31377,~~963~~652 consisting of a net loss of $17244,~~143 and~~300, ~~changes~~gain inon ~~accounts~~debt ~~payable~~forgiveness of $1421,~~820.~~514, ~~Net~~expenses ~~cash~~paid ~~flows~~by ~~used~~third inparty ~~operating~~on ~~activities~~behalf ~~was~~of the Company of $7251,~~498~~925, ~~for~~expenses paid by related party on behalf of the ~~period~~Company ~~from~~of ~~inception~~$11,505, ~~July~~inventory 28of $118,350, ~~2008~~prepaid royalty fees of $50,000, prepaid expenses of $29,600, a deposit of $10,000 and accounts payable and accrued expenses $32,682 as compared to net cash flows for the year ended January 31, 2012 of $31,963 consisting of a net loss of $17,143 and changes in accounts payable of $14,820.

Cash Flows from Investing Activities

For the ~~year~~years ended January 31, 2013 and 2012, we did not generate net cash flows from investing activities. ~~For the period from inception July 28, 2008 to January 31, 2012, net cash used in investing activities was $9,900 used to purchase vending equipment.~~

Cash Flows from Financing Activities

We have financed our operations primarily from either advances from director or the issuance of equity and debt instruments. ~~For~~On ~~the~~October ~~year~~1, ~~ended~~2012 ~~January~~Painmaster 31signed a Promissory Note for five hundred and fifty-two thousand dollars $552,000 ~~2012~~with an annual interest rate of 10%, ~~cash~~and ~~flows~~a ~~provided~~default byannual ~~financing~~interest ~~activities~~rate ~~was~~of ~~$31~~the lower of 18%,~~963~~ ~~which~~or ~~were~~the ~~advances~~maximum ~~from~~rate permitted by law. The Promissory Note is fully secured with a ~~director~~general assignment of all the assets of Painmaster. ~~For~~The maturity date of the ~~period~~Promissory ~~from~~Note ~~inception~~is ~~July~~September 2830, ~~2008~~2013. toAll interest and principal payments are due on the maturity date of the Promissory Note. Painmaster may draw on the Promissory Note as funds are required. As of January 31, ~~2012~~2013, ~~net~~the ~~cash~~amount ~~provided~~owing byon ~~financing~~the ~~activities~~Promissory Note was $82551,~~398~~925, with accrued interest of $10,384.

For the year ended January 31, 2012, cash flows provided by financing activities was $31,963 which were advances from a director.

PLAN OF OPERATION ~~AND FUNDING~~

~~The~~Over ~~following~~the ~~discussion~~next oftwelve ~~the~~months, ~~plan~~through ofits ~~operation~~wholly owned subsidiary Painmaster Products, ~~financial~~Inc. ~~condition~~the Company intends to license, ~~results~~manufacture, ofmarket ~~operations~~and distribute, ~~cash~~within ~~flows~~the United States and ~~changes~~Canada, ina ~~financial~~Micro ~~position~~Current ~~should~~Therapy bepatch ~~read~~that inis ~~conjunction~~drug ~~with~~free, ~~our~~non-invasive ~~most~~and ~~recent~~proven ~~financial~~to ~~statements~~control pain and ~~notes~~promote ~~appearing~~healing. The inPainmaster ~~our~~Patch ~~Form~~has ~~10-K~~been successfully prescribed and used by doctors, chiropractors and sports medicine professionals for nearly a decade, but now the ~~year ended~~company ~~January~~has 31received FDA clearance to sell direct to consumers for self-administration. Utilizing micro current therapy (MCT), ~~2012~~the patch provides both a drug-free solution to pain therapy and an efficient delivery system through localized electrical stimulation treatment delivering continuous relief for up to 250 hours.

~~Our~~Item ~~survival~~7A. isQuantitative ~~dependent upon the identification~~ and ~~successful~~Qualitative ~~completion~~Disclosures ofAbout ~~additional~~Market ~~long-term or permanent equity financing, the support of creditors and shareholders, and, ultimately, the acquisition and/or implementation of profitable operations~~Risk. There can be no assurances that we will be successful, which would in turn significantly affect our ability to survive as a going concern. If not, we will be required to dissolve. We will continue to seek means of financing in order to acquire an ongoing business or assets or to implement a new business strategy.

WeThe doCompany ~~not~~is ~~anticipate~~a ~~making~~smaller ~~any~~reporting ~~major~~Company ~~purchases~~as ofdefined ~~capital~~by ~~assets,~~Rule or12b-2 ~~conducting~~of ~~any research and development in~~ the ~~next~~Securities ~~twelve~~Act ~~(12)~~of ~~months. Other~~1934 ~~than~~and ~~our~~are ~~current sole executive officer, we have no employees at the present time. We do~~ not ~~expect~~required to ~~hire~~provide ~~any employees within~~ the ~~next~~information ~~twelve~~under ~~(12)~~this ~~months~~item.

We currently do not any have cash. However, our sole officer and director has personally committed to provide up to an aggregate amount of $25,000 in funds to meet our operational needs. We believe that with this commitment we have sufficient cash resources to satisfy our needs through December 2012. Our ability to satisfy cash requirements thereafter and the need for additional funding is dependent on our ability to acquire new business and generate revenue from such new business in sufficient quantity and on a profitable basis. To the extent that we require additional funds, we may attempt to sell additional equity shares or issue debt. Any sale of additional equity securities will result in dilution to our stockholders. Should we require additional cash in the future, there can be no assurance that we will be successful in raising additional debt or equity financing on terms acceptable to us, if at all.6

Item 8. Financial Statements and Supplementary Data.

~~The~~AVALON ~~recent~~HOLDING ~~and~~GROUP, ~~continuing downturn in the U~~INC.S. ~~economy~~AND has had an effect on our ability to generate revenues and to attract long-term financing for our operations. The downturn in the U.S. economy has also made it more difficult to find investors that either have capital to invest or are willing to put capital at risk by investing in our company. We anticipate that both effects of the current economic rescission will continue to hinder our abilities to become a profitable company and to grow our operations.SUBSIDIARY

PURCHASE OF SIGNIFICANT EQUIPMENT

We do not intend to purchase any significant equipment during the next twelve months.

OFF-BALANCE SHEET ARRANGEMENTS

As of the date of this Quarterly Report, we do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.

GOING CONCERN

The independent auditors' report accompanying our January 31, 2012 financial statements contained an explanatory paragraph expressing substantial doubt about our ability to continue as a going concern. The financial statements have been prepared "assuming that we will continue as a going concern," which contemplates that we will realize our assets and satisfy our liabilities and commitments in the ordinary course of business.

ITEM 7A. QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

The financial statements required by this Item begin on Page F-2 of this Form 10-K, and include (1) Report of Independent Registered Public Accounting Firm; (2) Balance Sheets; (3) Statements of Operations, Statements of Cash Flows, Statement of Stockholders’ Equity; and (4) Notes to Financial Statements.

AVALON HOLDING GROUP, INC

(A Development Stage Company)

CONSOLIDATED FINANCIAL STATEMENTS

~~JANUARY~~January 31, ~~2012~~2013

BALANCE SHEET	12
	Page
STATEMENTS OF OPERATIONS	13
Report of Independent Public Accounting Firm	F-1
STATEMENT OF STOCKHOLDERS’ EQUITY	14
Report of Independent Public Accounting Firm	F-2
STATEMENTS OF CASH FLOWS	15
Balance Sheets	F-3
NOTES TO THE FINANCIAL STATEMENTS	16 to 19
Statements of Operations	F-4
Stockholders' Deficit	F-5
Statements of Cash Flows	F-6
Notes to Financial Statements	F-7 to F-11

107

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and

Stockholders of Avalon Holding Group, Inc. and Subsidiary

(A Development Stage Company)

We have audited the accompanying consolidated balance sheet of Avalon Holding Group, Inc. and Subsidiary (a Development Stage Company) (the Company) as of January 31, 2013 and the related consolidated statements of operations, stockholders’ deficit and cash flows for the year ended January 31, 2013, and for the period July 28, 2008 (date of inception) to January 31, 2013. The Company’s management is responsible for these financial statements. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provide a reasonable basis for our opinion.

In our opinion the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Avalon Holding Group, Inc. and Subsidiary (a Development Stage Company) as of January 31, 2013, and the consolidated results of its operations and its cash flows for the year ended January 31, 2013, and for the period July 28, 2008 (date of inception) to January 31, 2013, in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company has incurred operating losses since inception and will need additional working capital to service its debt and for its planned activity, which raises substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are described in Note 2 to the financial statements. These financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ Sadler, Gibb & Associates, LLC

Sadler, Gibb & Associates, LLC

Salt Lake City, UT

May 15, 2013

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and

Stockholders of Avalon Holding Group Inc.

(A Development Stage Company)

We have audited the accompanying balance sheets of Avalon Holding Group, Inc. (A Development Stage Company) (The Company) as of January 31, 2012 and 2011, and the related statements of operations, stockholders' equity (deficiency), and cash flows for each of the years in the two-year period ended January 31, 2012, and the period from July 28, 2008 (date of inception) to January 31, 2012. The Company’s management is responsible for these financial statements. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purposes of expressing an opinion on the effectiveness for the company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Avalon Holding Group, Inc. (A Development Stage Company) as of January 31, 2012 and 2011, and the results of its operations and its cash flows for each of the years in the two-year period ended January 31, 2012, and the period from July 28, 2008 (date of inception) to January 31, 2012, in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company will need additional working capital for its planned activities and to service its debt, which raises substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are described in the notes to the financial statements. These financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ Madsen & Associates CPA’s, Inc.

Madsen & Associates CPA’s, Inc.

Murray, Utah

April 26, 2012

11F-2

~~Avalon~~AVALON ~~Holding~~HOLDING ~~Group~~GROUP, ~~Inc~~INC. AND SUBSIDIARY

(A Development Stage Company)

CONSOLIDATED BALANCE SHEETS

	January 31, 2012			January 31, 2011
	January 31, 2013			January 31, 2012
Current
ASSETS
Cash	$	-		$	-
CURRENT
Total Current Assets		-			-
Cash	$	147,153		$	-
Total Assets	$	-		$	-
Prepaid royalty fees		50,000			-
Liabilities and Stockholders’ Equity (deficit)
Prepaid expenses		29,600			-
Current Liabilities
Deposit		10,000
Accounts payable	$	3,183		$	18,003
Inventory		118,350			-
Advances		9,000			9,000
Total Current Assets		355,103			-
Advances from director		44,898			12,935
TOTAL ASSETS	$	355,103		$	-
Total Liabilities	$	57,081		$	39,938
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Stockholders’ (Deficit)
CURRENT LIABILITIES
Common stock, $0.001 par value, 500,000,000 shares
Accounts payable and accrued expenses	$	23,351		$	3,183
Authorized;
Promissory note		551,925			-
121,320,000 shares issued and outstanding	$	121,320		$	121,320
Advances		-			9,000
Additional paid-in-capital		(92,820	)		(92,820	)
Advances from a director		25,100			44,898
Deficit accumulated during the development stage		(85,581	)		(68,438	)
TOTAL LIABILITIES		600,376			57,081
Total Stockholders’ (Deficit)	$	(57,081	)	$	(39,938	)
COMMITMENTS AND CONTINGENCIES
Total Liabilities and Stockholders’ (Deficit)	$	-		$	-
STOCKHOLDERS’ DEFICIT
Common stock
500,000,000 shares authorized, at $0.001 par value,
121,320,000 shares issued and outstanding (January 31, 2012 –121,320,000)		121,320			121,320
Additional paid-in capital		(36,712	)		(92,820	)
Deficit accumulated during the development stage		(329,881	)		(85,581	)
TOTAL STOCKHOLDERS’ DEFICIT		(245,273	)		(57,081	)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	355,103		$	-

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

12F-3

~~Avalon~~AVALON ~~Holding~~HOLDING ~~Group,~~GROUP ~~Inc~~INC. AND SUBSIDIARY

(A Development Stage Company)

~~STATEMENTS~~CONSOLIDATED STATEMENT OF OPERATIONS

	Year Ended January 31, 2012			Year Ended January 31, 2011			From Inception on July 28, 2008 to January 31, 2012
	Year ended January 31, 2013			Year ended January 31, 2012			Inception (July 28, 2008) to January 31, 2013
Revenue
REVENUE
Revenue	$	-		$	-		$	446
Total revenue	$	-			-		$	446
Cost of Goods Sold		-			-			-
Expenses
GROSS PROFIT	$	-		$	-		$	446
General and administrative expenses		17,143			29,097			76,127
EXPENSES
General and administrative expenses	$	81,741		$	17,143		$	157,868
Advertising and marketing expenses		150,689			-			150,689
Management fees		23,000			-			23,000
Depreciation		-			-			965
Total expenses		17,143			29,097			77,092
TOTAL EXPENSES		255,430			17,143			332,522
Loss before other items and taxes		(17,143	)		(29,097	)		(76,646	)
Loss from operations		(255,430	)		(17,143	)		(332,076	)
OTHER INCOME (EXPENSE)
Gain on forgiveness of debt		21,514			-			21,514
Interest expense		(10,384	)		-			(10,384	)
Loss on disposal of equipment		-			-			(8,935	)
					-
TOTAL OTHER INCOME (EXPENSE)		11,130			-			2,195
Net Loss	$	(17,143	)	$	(29,097	)	$	(85,581	)
NET INCOME (LOSS)	$	(244,300	)	$	(17,143	)	$	(329,881	)
Loss per common share – basic and diluted	$Nil			$Nil
BASIC AND DILUTED LOSS PER COMMON SHARE	$	(0.00	)		(0.00	)
Weighted Average Number of common shares outstanding – basic and diluted		121,320,000			121,320,000
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING - BASIC AND DILUTED		121,320,000			121,320,000

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

13F-4

~~Avalon~~AVALON ~~Holding~~HOLDING ~~Group~~GROUP, ~~Inc~~INC. AND SUBSIDIARY

STATEMENT OF STOCKHOLDERS’ (DEFICIT)

From Inception on July 28, 2008 to January 31, 2012

Memo: September 29, 2010 Stock split 24:1	Number of common Shares		Amount		Additional Paid-in-Capital			Deficit accumulated During development stage			Total
Balance as of July 28, 2008		-		-		-			-			-
November 3, 2008 Common shares issued for cash at $0.00004		72,000,000	$	72,000	$	-		$	-		$	3,000
November 20 ,2008 Common shares issued for cash at $0.0002		28,800,000		28,800		-			-			6,000
January 12, 2009 Common shares issued for cash at $0.00083		18,600,000		18,600		-			-			15,500
January 27, 2009 Common shares issued for cash at $0.002		1,920,000		1,920		(92,820	)		-			4,000
Net Loss		-		-		-			(1,017	)		(1,017	)
Balance as of January 31,2009		121,320,000		121,320		(92,820	)		(1,017	)		27,483
Net Loss		-		-		-			(38,324	)		(38,324	)
Balance as of January 31, 2010		121,320,000		121,320		(92,820	)		(39,341	)		(10,841	)
Net loss		-		-		-			(29,097	)		(29,097	)
Balance as of January 31, 2011		121,320,000		121,320		(92,820	)		(68,438	)		(39,938	)
Net loss		-		-		-			(17,143	)		(17,143	)
Balance as of January 31, 2012		121,320,000	$	121,320	$	(92,820	)	$	(85,581	)	$	(57,081	)

The accompanying notes are an integral part of these statements.

Avalon Holding Group, Inc

(A Development Stage Company)

~~STATEMENTS~~CONSOLIDATED STATEMENT OF ~~CASH~~STOCKHOLDERS’ ~~FLOWS~~DEFICIT

	Year Period Ended January 31, 2012			Year Period Ended January 31, 2011			From Inception on July 28, 2008 January 31, 2012
Operating Activities
Net loss	$	(17,143	)	$	(29,097	)	$	(85,581	)
Depreciation		-			-			965
Loss on disposal of equipment		-			-			8,935
Changes in current assets and liabilities
Accounts payable		(14,820	)		14,012			3,183
Net Cash used in operating activities		(31,963	)		(15,085	)		(72,498	)
Investing Activities
Purchase of vending equipment		-			-			(9,900	)
Net cash used in investing activities		-			-			(9,900	)
Financing Activities
Loans payable (Note 7)		-			9,000			9,000
Advances from director (Note 8)		31,963			6,085			44,898
Issuance of common stock (Note 5)		-			-			28,500
Net cash provided by financing activities		31,963			15,085			82,398
Net increase (decrease) in cash and equivalents		-			-			-
Cash at beginning of the period		-			-			-
Cash at end of the period	$	-		$	-		$	-
Supplemental cash flow information:
Cash paid for:
Interest	$	-		$	-		$	-
Income taxes	$	-		$	-		$	-
Non-Cash Activities	$	-		$	-		$	-

FOR THE PERIOD FROM INCEPTION (JULY 28, 2008) TO JANUARY 31, 2013

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

	Number of Shares		Amount		Additional Paid in Capital			Deficit accumulated during development stage			Total

Balance as of July 28, 2008		-	$	-	$	-		$	-		$	-

November 3, 2008, common shares issued For cash at $0.00004		72,000,000		72,000		(69,000	)		-			3,000
November 20, 2008, common shares issued For cash at $0.0002		28,800,000		28,800		(22,800	)		-			6,000
January 12, 2009, common shares issued For cash at $0.00083		18,600,000		18,600		(3,100	)		-			15,500
January 27,2009, common shares issued For cash at $0.002		1,920,000		1,920		2,080			-			4,000
Net loss for the year		-		-		-			(1,017	)		(1,017	)
Balance, January 31, 2009		121,320,000		121,320		(92,820	)		(1,017	)		27,483

Net loss for the year		-		-		-			(38,324	)		(38,324	)
Balance, January 31, 2010		121,320,000		121,320		(92,820	)		(39,341	)		(10,841	)

Net loss for the year		-		-		-			(29,097	)		(29,097	)
Balance, January 31, 2011		121,320,000		121,320		(92,820	)		(68,438	)		(39,938	)

Net loss for the year		-		-		-			(17,143	)		(17,143	)
Balance, January 31, 2012		121,320,000		121,320		(92,820	)		(85,581	)		(57,081	)

July 1, 2012 – capital contribution by director		-		-		56,108			-			56,108
Net loss for the year		-		-		-			(244,300	)		(244,300	)

Balance, January 31, 2013		121,320,000	$	121,320	$	(36,712	)	$	(329,881	)	$	(245,273	)

15The accompanying notes are an integral part of these consolidated financial statements.

~~AVALON HOLDING GROUP, INC~~F-5

AVALON HOLDING GROUP, INC. AND SUBSIDIARY

(A Development Stage Company)

~~NOTES~~CONSOLIDATED TOSTATEMENT ~~THE~~OF ~~FINANCIAL~~CASH ~~STATEMENTS~~FLOWS

January 31, 2012

	Year ended January 31, 2013			Year ended January 31, 2012			July 28, 2008 (inception) to January 31, 2013

OPERATING ACTIVITIES
Net loss for the period	$	(244,300	)	$	(17,143	)	$	(329,881	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation		-			-			965
Loss on disposal of equipment		-			-			8,935
Gain on debt forgiveness		(21,514	)		-			(21,514	)
Expenses paid by third party on behalf of the Company		51,925			-			51,925
Expenses paid by related party on behalf of the Company		11,505			-			11,505
Changes in operating assets and liabilities:
Inventory		(118,350	)		-			(118,350	)
Prepaid royalty fees		(50,000	)		-			(50,000	)
Prepaid expenses		(29,600	)					(29,600	)
Deposit		(10,000	)					(10,000	)
Accounts payable and accrued expenses		32,682			(14,820	)		35,865

NET CASH USED IN OPERATING ACTIVITIES		(377,652	)		(31,963	)		(450,150	)

INVESTING ACTIVITIES:
Purchase of vending equipment		-			-			(9,900	)

NET CASH USED IN INVESTING ACTIVITIES		-			-			(9,900	)

FINANCING ACTIVITIES
Advances payable		-			-			9,000
Proceeds from promissory note		500,000						500,000
Advances from director		25,100			31,963			69,998
Payments to director		(295	)		-			(295	)
Proceeds from issuance of common stock		-			-			28,500

NET CASH PROVIDED BY FINANCING ACTIVITIES		524,805			31,963			607,203

NET INCREASE IN CASH		147,153			-			147,153

CASH, BEGINNING		-			-			-

CASH, ENDING	$	147,153		$	-		$	147,153

SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES
Advances contributed to capital by director	$	56,108		$	-		$	56,108

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

F-6

AVALON HOLDING GROUP, INC. AND SUBSIDIARY

(A Development Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. ORGANIZATION AND BUSINESS OPERATIONS

a)	Organization

AVALON HOLDING GROUP, INC (“the Company”) was incorporated under the laws of the State of Nevada, U.S. on July 28, 2008.

On September 28, 2012, the Company incorporated a new fully owned company (“subsidiary”) under the laws of the State of Nevada, U.S. The new subsidiary is called PAINMASTER PRODUCT, INC.

b)	Development Stage Activities

The Company is in the development stage as defined under ASC 915. Avalon ~~and~~Holding ~~commenced~~Group, Inc., under its new fully owned subsidiary, Painmaster Products, Inc., ceased operations in the entertainment and amusement ~~industry~~gaming bymachines ~~placing~~business ~~and~~within ~~operating~~Russia. ~~amusement~~The ~~gaming~~Company ~~machines~~now inintends ~~public~~through ~~venues~~its ~~with~~wholly ~~high~~owned ~~traffic~~subsidiary ~~flow~~Painmaster inProducts, ~~Russia~~Inc. ~~For~~to ~~the~~license, ~~period~~manufacture, ~~from~~market ~~inception~~and ondistribute, ~~July~~within ~~28,~~the ~~2008~~United ~~through~~States ~~January~~and 31Canada, ~~2012,~~a ~~the~~Micro ~~Company~~Current ~~has~~Therapy ~~generated~~patch ~~$446~~that inis ~~revenues~~drug free, non-invasive and ~~has~~proven ~~accumulated~~to ~~losses~~control ofpain ~~$85,581~~and promote healing.

Based upon our business plan, we are a development stage enterprise, and we present our financial statements in conformity with the accounting principles generally accepted in the United States of America. As a development stage enterprise, we disclose the deficit accumulated during the development stage and the cumulative consolidated statements of operations and consolidated cash flows from our inception to the current consolidated balance sheet date.

2. BASIS OF PRESENTATION – GOING CONCERN

Our accompanying consolidated financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America (“GAAP”), which contemplates our continuation as a going concern. However, we have minimal business operations to date. In addition, from ~~the period from~~ inception on July 28, 2008 through January 31, ~~2012~~2013, we have incurred losses of $85329,~~581~~881, and have a working capital deficit of $57245,~~081~~273. These matters raise substantial doubt about our ability to continue as a going concern. ~~The~~ ~~management of the Company has developed a strategy to acquire the necessary working capital to operate for the coming year, from director advances and additional equity investment.~~ There is no assurance that future capital raising plans will be successful in obtaining sufficient funds to assure our eventual profitability. While management believes ~~these~~that ~~plans~~actions ~~will~~planned and presently being taken to revise our operating and financial requirements provide the opportunity for us to continue as a going concern, there is no assurance the actions will be successful. In addition, recent events in worldwide capital markets may make it more difficult for us to raise additional equity or debt capital.

Our consolidated financial statements do not include any adjustments that might result from these uncertainties.

AVALON HOLDING GROUP, INC

(A Development Stage Company)

NOTES TO THE FINANCIAL STATEMENTS

January 31, 2012

3. SIGNIFICANT ACCOUNTING POLICIES

This summary of significant accounting policies is presented to assist in understanding our financial statements. Our financial statements and notes are representations of our management who is responsible for their integrity and objectivity. These accounting policies conform to generally accepted accounting principles in the United States of America (“GAAP”) and have been consistently applied in the preparation of the financial statements. The financial statements are stated in United States of America dollars.

a)	Income Taxes

We have adopted the ASC subtopic 740-10. ASC 740-10 requires the use of the asset and liability method of accounting of income taxes. Under the asset and liability method of ASC 740-10, deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.

We provide deferred taxes for the estimated future tax effects attributable to temporary differences and carry forwards when realization is more likely than not.

F-7

AVALON HOLDING GROUP, INC. AND SUBSIDIARY

(A Development Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

3. SIGNIFICANT ACCOUNTING POLICIES (continued)

b)	Property and Equipment

Property and equipment is stated at cost, and is depreciated over estimated useful lives using primarily the straight line method for financial reporting purposes. Useful lives range from 3 to 5 years. We evaluate property and equipment at least annually for impairment. Since inception, all of the equipment has been sold for a net loss of $8,935. The Company has no property and equipment of value as of January 31, ~~2012~~2013.

c) ~~Basic~~Principles ~~and~~of ~~Diluted Loss Per Share~~consolidation

InThe ~~accordance~~Company ~~with~~consolidates ~~ASC~~its ~~subtopic~~100% ~~260-10,~~owned ~~the~~subsidiary ~~basic~~pursuant ~~loss per common share is computed by dividing net loss available~~ to ~~common~~Accounting ~~stockholders~~Standards byCodification ~~the~~(“ASC”) ~~weighted~~No. ~~average~~810, ~~number of common shares outstanding~~“Consolidation". ~~Diluted~~ ~~loss~~All ~~per~~intercompany ~~common~~transactions ~~share~~and isbalances ~~computed similar to basic loss per common share except that the denominator is increased to include the number of additional common shares that would~~ have been ~~outstanding if the potential common shares had been issued and if the additional common shares were dilutive~~eliminated. ~~At January 31, 2012 and January 31, 2011, we had no stock equivalents that were dilutive.~~

d) ~~Fair~~Basic ~~Value~~and ofDiluted ~~Financial~~Loss ~~Instruments~~Per Share

In accordance with ASC 260-10, the basic loss per common share is computed by dividing net loss available to common stockholders by the weighted average number of common shares outstanding. Diluted loss per common share is computed similar to basic loss per common share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. At January 31, 2013 and January 31, 2012, we had no common stock equivalents that were dilutive.

e)	Fair Value of Financial Instruments

The carrying value of our financial instruments, consisting of accounts payable, approximates their fair value due to the short-term maturity of such instruments. Unless otherwise noted, it is management’s opinion that we are not exposed to significant interest, currency or credit risks arising from these financial statements.

17f) Revenue Recognition

~~AVALON~~It ~~HOLDING~~is ~~GROUP~~our policy that revenues will be recognized in accordance with ASC 605-10. Under ASC 605-10, ~~INC~~product revenues (or service revenues) are recognized when persuasive evidence of an arrangement exists, delivery has occurred (or service has been performed), the sales price is fixed and determinable and collectability is reasonably assured.

(Ag) ~~Development~~Use ~~Stage~~of ~~Company)~~Estimates

NOTES TO THE FINANCIAL STATEMENTS

January 31, 2012

3. SIGNIFICANT ACCOUNTING POLICIES (cont’d)

e) Revenue Recognition

It is our policy that revenues will be recognized in accordance with ASC subtopic 605-10. Under ASC 605-10, product revenues (or service revenues) are recognized when persuasive evidence of an arrangement exists, delivery has occurred (or service has been performed), the sales price is fixed and determinable and collectability is reasonably assured.

f) Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.

gh) Cash and Cash Equivalents

Cash is comprised of cash on hand and demand deposits. Cash equivalents include short-term highly liquid investments with original maturities of three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of change in value.

Inventory

We value our inventories at the lower of cost, determined on a first-in, first-out method, or market value. Our inventory consists solely of finished goods. We review inventories on hand at least quarterly and record provisions for estimated excess, slow moving and obsolete inventory, as well as inventory with a carrying value in excess of net realizable value. The regular and systematic inventory valuation reviews include a current assessment of future product demand, historical experience and obsolete finished product.

F-8

AVALON HOLDING GROUP, INC. AND SUBSIDIARY

(A Development Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

3. SIGNIFICANT ACCOUNTING POLICIES (continued)

j)	Advertising Costs

The Company accounts for advertising costs in accordance with provisions in ASC 720-35-25 which states that advertising costs can be expensed as incurred or the first time the advertising takes place.

4. RECENT ACCOUNTING PRONOUNCEMENTS

The Company does not expect the adoption of any recent accounting pronouncements to have a material impact on its consolidated financial statements.

5. ~~COMMON~~ MARKETING ~~STOCK~~AGREEMENT

On September 26, 2012 Painmaster Products Inc. (“Painmaster’) entered into a Marketing Agreement (“Agreement”) with Newmark, Inc. (“Newmark”). This Agreement grants to Painmaster the exclusive license to all intellectual property owned by or licensed to Newmark or its affiliates associated with the product to use in the field of alleviating pain (the “Field”), including, without limitations, all patents, technology, inventions, know-how, processes and trademarks for the term of ten (10) years with an automatic renewal of another ten (10) years. Painmaster has the right to terminate the Agreement at the end of any one year period at its own discretion. The Territory this Agreement covers is the United States and Canada including each of their respective, territories and possessions.

Compensation

Within five (5) days of signing the Agreement Painmaster shall pay to Newmark fifty thousand dollars ($50,000 - the amount has been paid). Further Painmaster shall pay to Newmark the sum of seven hundred thousand dollars ($700,000), of which seventy thousand dollars ($70,000) shall be paid monthly commencing on July 15, 2013 and continuing on the 15th of each of the nine succeeding months. The total of seven hundred and fifty thousand dollars ($700,000) and the fifty thousand dollar ($50,000) payment shall be considered an advance on Royalties payments. These sums shall be non-refundable even if Royalties do not exceed total amount advanced.

Royalty Payments

Newmark shall receive from Painmaster an amount equal to three percent (3%) of all Net sale of the DRTV marketing campaign. Newmark also shall receive from Painmaster ten per cent (10%) of all retail and wholesale revenue of any kind (the “Retail Sales Royalties”), less the $750,000 previously advanced to Newmark. The Retail Sales Royalty rate shall be reduced to 7.5% once aggregate Royalties/Advances (irrespective of Retail, wholesale or DRTV marketing) has totalled two million dollars ($2,000,000). The Retail Sales Royalty rate shall be further reduced to 5% once aggregate Royalties/Advances (irrespective of Retail, wholesale or DRTV marketing) has totalled five million dollars ($5,000,000).

6. COMMON STOCK

The authorized capital of the Company is 500,000,000 common shares with a par value of $ 0.001 per share.

On November 3, 2008, the Company issued 72,000,000 shares of common stock at a price of $0.00004 per share for total cash proceeds of $3,000.

In November 20, 2008, the Company issued 28,800,000 shares of common stock at a price of $0.0002 per share for total cash proceeds of $6,000.

In January 2009, the Company issued 18,600,000 shares of common stock at a price of $0.00083 per share for total cash proceeds of $15,500.

In January 2009, the Company also issued 1,920,000 shares of common stock at a price of $0.002 per share for total cash proceeds of $4,000.

On September 29, 2010, a forward split 24:1 was approved and enacted. All ~~common~~equity ~~share~~transactions ~~references in these financial statements~~ have been retroactively ~~adjusted for this forward split~~restated.

18F-9

AVALON HOLDING GROUP, INC. AND SUBSIDIARY

AVALON HOLDING GROUP, INC

(A Development Stage Company)

NOTES TO ~~THE~~CONSOLIDATED FINANCIAL STATEMENTS

~~January~~7. INCOME ~~31, 2012~~ TAXES

6The Company utilizes the liability method of accounting for income taxes. ~~INCOME~~ Under ~~TAXES~~the liability method deferred tax assets and liabilities are determined based on differences between financial reporting and the tax bases of the assets and liabilities and are measured using the enacted tax rates and laws that will be in effect, when the differences are expected to be reversed. An allowance against deferred tax assets is recorded, when it is more likely than not, that such tax benefits will not be realized.

As of January 31, 2012, the Company had net operating loss carry forwards of approximately $85,581 that may be available to reduce future years’ taxable income through 2032. The approximate deferred tax asset of $29,000 has been fully offset by a valuation allowance, as its realization is determined not likely to occur. The net operating loss carryforwards will begin to expire in 2030.

	Estimated NOL		Estimated Tax	Valuation
Year Ended	Carry-Forward	NOL Expires	Benefit from NOL	Allowance	Net Tax Benefit
2009	$ 1,017	2028	$ 355	$ (355)	-
2010	38,324	2029	13,413	(13,413)	-
2011	29,097	2030	10,184	(10,184)	-
2012	17,143	2031	6,000	(6,000)	-
2013	244,300	2032	85,505	(85,505)	-
	$329,881		$115,457	$(115,457)	$ -

7The total valuation allowance as of January 31, 2013 was $115,457, which increased by $85,505 for the year ended January 31, 2013. ~~ADVANCES~~

~~Advances~~As ~~from~~of aJanuary ~~non-related~~31, ~~third~~2013 ~~party~~and 2012, the Company has no unrecognized income tax benefits. The Company’s policy for classifying interest and penalties associated with unrecognized income tax benefits is to include such items as oftax expense. No interest penalties have been recorded during the years ended January 31, 2013 and 2012 ~~totaled~~and ofno ~~$9,000~~interest (or penalties have been accrued as of January 31, ~~2011~~2013 -and ~~$9,000)~~2012. ~~The~~As ~~advances~~of ~~are~~January ~~non-interest bearing~~31, ~~unsecured~~2013 and ~~are~~2012, ~~due~~the ~~upon~~Company ~~demand~~did not have any amounts pertaining to uncertain tax positions.

8The tax years from 2009 and forward remain open to examination by federal and state authorities due to net operating loss and credit carryforwards. ~~RELATED~~The ~~PARTY~~Company ~~TRANSACTIONS~~is currently not under examination by the Internal Revenue Service or any other taxing authorities.

~~The~~8. PROMISSORY ~~Company entered into the following transactions with related party:~~NOTE

~~Advances~~On ~~from~~October 1, 2012 Painmaster signed a ~~director~~Promissory asNote offor ~~January~~five ~~31,~~hundred ~~2011~~and ~~totaled~~fifty-two thousand dollars ($44552,~~898~~000) ~~(January~~with 31an annual interest rate of 10%, ~~2011~~and -a ~~$12~~default annual interest rate of the lower of 18%,~~935)~~ or the maximum rate permitted by law. The ~~advances~~Promissory ~~are~~Note ~~non-interest~~is ~~bearing~~fully secured with a general assignment of all the assets of Painmaster. The maturity date of the Promissory Note is September 30, ~~unsecured~~2013. All interest and principal payments are due ~~upon~~on ~~demand~~the maturity date of the Promissory Note. ~~The~~ Painmaster ~~amounts~~may ~~and~~draw ~~dates~~on the Promissory Note as funds are required. As of January 31, 2013, the ~~advances~~amount ~~are~~owing ason ~~follows:~~the Promissory Note was $551,925, with accrued interest of $10,384.

Date	Amount
October 28, 2009	$	4,068
January 31, 2010		2,782
April 30, 2010		4,159
July 31, 2010		400
November 18, 2010		1,526
July 31, 2011		19,679
October 31, 2011		8,528
January 31, 2012		3,756
Total advances payable to a director	$	44,898

9. GAIN ON FORGIVENESS OF DEBT

19On July 1, 2012, the Company entered into a written forgiveness of debth agreement to forgive a total of $9,000 that was previously advanced. In November 2012, the Company recorded a gain on forgiveness of debth of $10,000 related to an amount owed to the former CEO, per a signed agreement from the CEO. In addition, on January 31, 2013 a vendor forgave a total of $2,514 that was previously charged to the Company. As a result of these transactions, the Company recorded a gain on forgiveness of debth of $21,514 for the year eneded January 31, 2013.

~~ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE~~F-10

AVALON HOLDING GROUP, INC. AND SUBSIDIARY

~~None.~~(A Development Stage Company)

~~ITEM~~NOTES ~~9A. CONTROLS~~TO ~~AND~~CONSOLIDATED ~~PROCEDURES~~FINANCIAL STATEMENTS

10. RELATED PARTY TRANSACTIONS

The Company entered into the following transactions with a related party:

On July 1, 2012, the Company’s former CEO contributed advances totalling $56,108 to capital.

During the year ended January 31, 2013, the previous CEO advanced $25,100 to the Company and paid expenses on behalf of the Company of $11,505. The CEO was also paid back $295. The advances are non-interest bearing and payable on demand.

During the year ended January 31, 2013, the Company accrued management fees of $15,000 (2011 - $nil). An additional $8,000 in management fees have been paid to an officer of Painmaster Product Inc.

F-11

Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.

None

Item 9A. Controls and Procedures.

Evaluation of disclosure controls and procedures.

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the U.S. Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to our management as appropriate, to allow timely decisions regarding required disclosure.

An evaluation was performed under the supervision and with the participation of our management, including the chief executive officer and the chief financial officer, of the effectiveness of the design and operation of our disclosure procedures. Based on management's evaluation as of the end of the period covered by this Annual Report, our principal executive officer and chief financial officer have concluded that our disclosure controls and procedures (as defined in Rules 13a-14(c) and 15d-14(c) under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) were sufficiently effective to ensure that the information required to be disclosed by us in the reports that we file under the Exchange Act is gathered, analyzed and disclosed with adequate timeliness, accuracy and completeness.

Management’s Annual Report on Internal Control over Financial Reporting.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act). Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States.

The matters involving internal controls and procedures that the Company’s management considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board were: (1) lack of a functioning audit committee and lack of a majority of outside directors on the Company's board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; (2) inadequate segregation of duties consistent with control objectives; (3) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements; and (4) ineffective controls over period end financial disclosure and reporting processes. The aforementioned material weaknesses were identified by the Company's Chief Financial Officer in connection with the audit of our financial statements as of March 31, 2012 and communicated the matters to our management.

Management believes that the material weaknesses set forth in items (2), (3) and (4) above did not have an affect on the Company's financial results. However, management believes that the lack of a functioning audit committee and lack of a majority of outside directors on the Company's board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures can result in the Company's determination to its financial statements for the future years.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance of achieving their control objectives. Furthermore, smaller reporting companies face additional limitations. Smaller reporting companies employ fewer individuals and find it difficult to properly segregate duties. Smaller reporting companies tend to utilize general accounting software packages that lack a rigorous set of software controls.

Our management, with the participation of the President, evaluated the effectiveness of the Company’s internal control over financial reporting as of January 31, 2012. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control — Integrated Framework. Based on that evaluation, our management concluded that, as of January 31, 2012, our internal control over financial reporting was not effective due to material weaknesses in the system of internal control. Specifically, management identified the following control deficiency. The Company has installed accounting software that does not prevent erroneous or unauthorized changes to previous reporting periods and does not provide an adequate audit trail of entries made in the accounting software.8

Evaluation on Internal Control over Financial Reporting

Our management, with the participation of the President, evaluated the effectiveness of the Company’s internal control over financial reporting as of January 31, 2013. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control — Integrated Framework. Based on that evaluation, our management concluded that, as of January 31, 2013, our internal control over financial reporting was not effective due to material weaknesses in the system of internal control. Specifically, management identified the following control deficiency. The Company has installed accounting software that does not prevent erroneous or unauthorized changes to previous reporting periods and does not provide an adequate audit trail of entries made in the accounting software.

Accordingly, while the Company has identified certain material weaknesses in its system of internal control over financial reporting, it believes that it has taken reasonable steps to ascertain that the financial information contained in this report is in accordance with generally accepted accounting principles. Management has determined that current resources would be appropriately applied elsewhere and when resources permit, they will alleviate material weaknesses through various steps.

This Annual Report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in this Annual Report.

Changes in internal controls

There have been no changes in our internal control over financial reporting identified in connection with the evaluation described above that occurred during our last fiscal quarter that has materially affected, or is reasonable likely to materially affect, our internal control over financial reporting.

~~ITEM~~Item 9B. ~~OTHER~~ ~~INFORMATION~~Other Information.

None

PART III

~~ITEM~~Item 10. ~~DIRECTORS~~Directors, ~~EXECUTIVE~~Executive ~~OFFICERS,~~Officers ~~AND~~and ~~CORPORATE~~Corporate ~~GOVERNANCE~~Governance.

Directors and Executive Officers

The following table sets forth the names, ages and positions of our ~~current~~ directors and executive officers:

Name	Age	Offices Held
Phil Jennings	69	Director, President, Secretary and Treasurer
Phil Jennings1	69	Director, President, Secretary and Treasurer
Paksayakorn Tanawanjinnagul2	38	Director
Dennis Shafer3	69	Director

~~Phillip~~Paksayakorn ~~Jennings~~Tanawanjinnagul – Director, President, Secretary and Treasurer

~~Based~~Miss inPaksayakorn ~~Seattle~~Tanawanjinnagul, ~~Mr.~~38 ~~Jennings has thirty~~ years ofold ~~experience~~obtained asa anBachelor ~~investment~~of ~~banker~~Arts ~~and~~Degree ~~entrepreneur. Among the companies Phil co-founded are Dow Jones Teleres, the first national online real estate company, and Soufun.com, the largest Internet real estate company~~ in ~~the~~Information ~~world,~~Business ~~based~~Accounting at Rajabhat inInstitute ~~Beijing. He specializes~~ Nakornratchasima in ~~deal structure~~ 1999 and ~~financing of mergers and acquisitions in the resource, technology and entertainment industries~~ Previous Certificates B. A. ~~former~~(Business ~~United~~Administration) ~~States~~Degree ~~Marine~~Conferred ~~Corps~~Graduate ~~Captain~~Diploma ~~and~~In ~~Air~~Project Management And Evaluation at ~~America~~Institute of Social ~~pilot,~~Technology in ~~Phil is also an award-winning author and film producer~~2002.

~~Significant~~From ~~Employees~~December 1, 2003 until December 31, 2010 Miss Paksayakorn Tanawanjinnagul worked for Magna Carta Co., Ltd as both a Human Resources Manager and Accountant. From January 1, 2011 to present Miss Paksayakorn Tanawanjinnagul manages and owns a variety retail outlet.

~~None.~~Dennis Shafer – Director, President, Secretary and Treasurer

~~Family~~Mr. ~~Relationships~~Shafer was previously President and CEO of Benetton Sportsystem, the former sports subsidiary of the Italian-based Benetton Group. The Benetton Sportsystem included Rollerblade, the founder of in-line skating; Prince, the inventor of oversized and wide body tennis racquets; and Nordica, a world-wide leader in ski products for over 50 years. Prior to joining Rollerblade, Shafer held the position of President of Carlisle Plastics, a division of one of the world’s largest manufacturers of plastic products.

~~None.~~1 Resigned September 15, 2012

~~Involvement~~2 inResigned ~~Certain~~January ~~Legal~~3, ~~Proceedings~~2013

~~None.~~3 Appointed January 3, 2013

~~Section 16(a) Beneficial Ownership Reporting Compliance~~10

~~Section~~Since ~~16(a)~~2001, ofDennis ~~the~~Shafer ~~Securities~~has ~~and~~been ~~Exchange~~the ~~Act~~President of ~~1934~~Venture ~~requires~~Resource ~~any~~Group, ~~person~~an ~~who~~advisory isand amanagement ~~director~~firm orproviding ~~executive~~services ~~officer~~to orprivate ~~who~~equity ~~beneficially~~and ~~holds~~hedge ~~more~~fund ~~than~~firms ~~ten~~engaged ~~percent~~in ~~(10%)~~business ofbuyouts ~~any class of our securities which have been registered with the Securities~~ and ~~Exchange Commission~~turnarounds, toas ~~file~~well ~~reports~~as ofstartups ~~initial~~and ~~ownership~~early ~~and~~growth ~~changes~~ventures in ~~ownership~~technology ~~with~~and ~~the~~consumer ~~Securities~~products and ~~Exchange Commission~~services. ~~These~~ ~~persons~~Through ~~are~~a ~~also~~consulting ~~required~~agreement ~~under~~with ~~the~~Venture ~~regulations~~Resource ofGroup, ~~the~~he ~~Securities~~served ~~and~~as ~~Exchange~~Chairman ~~Commission~~of tothe ~~furnish~~Board usof ~~with~~Trustcash ~~copies~~Holdings ofInc., ~~all~~from ~~Section~~July ~~16(a)~~2007 ~~reports~~until ~~they~~May ~~file~~2008.

ToItem ~~our~~11. ~~knowledge,~~Executive based solely on our review of the copies of the Section 16(a) reports furnished to us and a review of our shareholders of record for the fiscal year ended January 31, 2010, there were no filing delinquenciesCompensation.

~~Code~~The oftable ~~Ethics~~below summarizes all compensation awarded to, earned by, or paid to our named executive officers and director for all services rendered in all capacities to us for the period from inception through May 15, 2013.

We have not yet prepared a written code of ethics and employment standards. We have only recently commenced operations. We expect to implement a Code of Ethics during the current fiscal year.

SUMMARY COMPENSATION TABLE
Name and principal position	Year	Salary ($)	Bonus ($)	Stock Awards ($)	Option Awards ($)	Non-Equity Incentive Plan Compensation ($)	Nonqualified Deferred Compensation Earnings ($)	All Other Compensation ($)	Total ($)
Phil Jennings President, Director	2008	0	0	0	0	0	0	0	0
	2009	0	0	0	0	0	0	0	0
	2010	0	0	0	0	0	0	0	0
	2011	0	0	0	0	0	0	0	0
	2012	5,000	0	0	0	0	0	0	0
Paksayakorn Tanawanjinnagul President, Director	2012	$10,000	0	0	0	0	0	0	0
Dennis Shafer President, Director	2012	$8,000	0	0	0	0	0	0	0

Corporate Governance; Audit Committee Financial Expert

We currently do not have an audit committee financial expert or an independent audit committee expert due to the fact that our Board of Directors currently does not have an independent audit committee. Our Board of Directors currently has only one (1) independent member, and thus, does not have the ability to create a proper independent audit committee.

ITEM 11. EXECUTIVE COMPENSATION.

Our executive officers have not received any compensation since the date of our incorporation, and we did not accrue any compensation. There are no securities authorized for issuance under any equity compensation plan, or any options, warrants, or rights to purchase our common stock.

Compensation of Directors

We do not compensate our directors for their time spent on our behalf, but they are entitled to receive reimbursement for all out of pocket expenses incurred for attendance at our Board of Directors meetings.

Pension and Retirement Plans

Currently, we do not offer any annuity, pension or retirement benefits to be paid to any of our officers, directors or employees, in the event of retirement. There are also no compensatory plans or arrangements with respect to any individual named above which results or will result from the resignation, retirement or any other termination of employment with us, or from a change in our control.

Employment Agreements

We do not have written employment agreements.

~~Audit~~Item ~~Committee~~12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

~~Presently,~~The following table sets forth certain information concerning the number of shares of our ~~Board~~common stock beneficially owned as of ~~Directors~~May 15, 2013, by: (a) each person (including any “group”, as that term is ~~performing~~used in Section 13(d)(3) of the ~~duties~~Securities ~~that~~Exchange ~~would~~Act ~~normally~~of be1934, ~~performed~~as byamended an(the ~~audit~~“Exchange ~~committee. We~~Act”)) ~~intend~~who is known us to ~~form~~be athe ~~separate~~beneficial ~~audit~~owner ~~committee~~of more than five percent (5%) of any class of our voting securities, (b) each of our directors, and ~~plan~~(c) toour ~~seek~~executive ~~potential~~officers ~~independent~~and our directors as a group. InUnless ~~connection~~otherwise specified in the table below, such information, other than information with respect to our ~~search~~directors and officers, weis ~~plan~~based on a review of statements filed, with the Securities and Exchange commission (the “Commission”) pursuant to ~~appoint~~Sections an13 ~~individual~~(d), ~~qualified~~13 as(f), anand ~~audit~~13 ~~committee~~(g) ~~financial~~of ~~expert~~the Exchange Act with respect to our Common Stock. As of May 15, 2013, there were 121,320,000 shares of Common Stock outstanding.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table sets forth certain information concerning the number of shares of our common stock beneficially owned as of April 27, 2012, by: (a) each person (including any “group”, as that term is used in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) who is known us to be the beneficial owner of more than five percent (5%) of any class of our voting securities, (b) each of our directors, and (c) our executive officers and our directors as a group. Unless otherwise specified in the table below, such information, other than information with respect to our directors and officers, is based on a review of statements filed, with the Securities and Exchange commission (the “Commission”) pursuant to Sections 13 (d), 13 (f), and 13 (g) of the Exchange Act with respect to our Common Stock. As of April 27, 2012, there were 121,320,000 shares of Common Stock outstanding.

The number of shares of Common Stock beneficially owned by each person is determined under the rules of the Commission and the information is not necessarily indicative of beneficial ownership for any other purpose. Under such rules, beneficial ownership includes any shares as to which such person has sole or shared voting power or investment power and also any shares which the individual has the right to acquire within sixty (60) days after the date hereof, through the exercise of any stock option, warrant or other right. Unless otherwise indicated, each person has sole investment and voting power (or shares such power with his or her spouse) with respect to the shares set forth in the following table. The inclusion herein of any shares deemed beneficially owned does not constitute an admission of beneficial ownership of those shares.

2211

Title of Class	Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership	Percent of Class1
Common	Nikolai Karamkov Saekoja St 1703 Tartu Estonia 50106	9,600,000	7.91%
Common	Tamara Gileva 3/2 Yahtennaya St., Suite 15 St. Petersburg Russia 197374	62,400,000	51.43%
Common	~~Phillip Jennings -~~ Director, Pres., Secretary and Treasurer 6536 102nd Place NE Kirland, WA 98033	-0-	0%
Paksayakorn Tanawanjinnagul	Director, Pres., Secretary and Treasurer 6536 102nd Place NE Kirland, WA 98033	-0-	-0-
Dennis Shafer	Director, Pres., Secretary and Treasurer 6536 102nd Place NE Kirland, WA 98033	-0-	-0-
Common	Directors and officers as a group (1)	-0-	0%

(1) Percent of Ownership is calculated in accordance with the Securities and Exchange Commission’s Rule 13(d) – 13(d)(1)

~~ITEM~~Item 13. ~~CERTAIN~~Certain ~~RELATIONSHIPS~~Relationships ~~AND~~and ~~RELATED~~Related ~~TRANSACTIONS~~Transactions, ~~AND~~and ~~DIRECTOR~~Director ~~INDEPENDENCE~~Independence.

~~Other~~We ~~than the stock transactions disclosed below, we~~ have not entered into any transactions in which any of our directors, executive officers, or affiliates, including any member of an immediate family, had or are to have a direct or indirect material interest.

We have not sold any securities within the past three (34) years without registering the securities under the Securities Act of 1933.

~~ITEM~~Item 14. ~~PRINCIPAL~~ ~~ACCOUNTING~~Principal ~~FEES~~Accounting ~~AND~~Fees ~~SERVICES~~and Services.

~~Audit~~The ~~Fees~~aggregate fees billed by our auditor during the fiscal years ended January 31, 2013 and 2012, for professional services rendered for the audit of our annual financial statements and for the reviews of the financial statements included in our Quarterly Reports on Form 10-Q was $17,125 and $7,420, respectively.

The aggregate fees billed by our auditor, Madsen & Associates CPA’s, Inc., during the fiscal years ended January 31, 2012 and 2011, for professional services rendered for the audit of our annual financial statements and for the reviews of the financial statements included in our Quarterly Reports on Form 10-Q was $7,055 and $5,115, respectively. A total of $6,000 was paid to Jewitt Schwartz Wolfe and Associates for audit and review services during the fiscal year ended January 31, 2011.

Audit Related Fees.

We incurred no Audit Related Fees during the years ended January 31, 2012, and 2011.

Tax Fees.

We incurred nil fees to auditors for tax compliance, tax advice or tax compliance services during the fiscal year ended January 31, ~~2012~~2013.

All Other Fees.

We did not incur any other fees billed by auditors for services rendered to us other than the services covered in "Audit Fees" for the fiscal year ended January 31, ~~2012~~2013.

The Board of Directors has considered whether the provision of non-audit services is compatible with maintaining the principal accountant's independence.

Since there is no audit committee, there are no audit committee pre-approval policies and procedures.

~~ITEM 15. EXHIBITS~~12

~~Exhibit~~PART ~~Index~~IV

3Item 15.~~1 Articles~~ ofExhibits, Incorporation*Financial Statement Schedules.

~~3.2 By~~The following exhibits are incorporated into this Form 10-laws*K Annual Report:

31.1 Section 302 Certification – Chief Executive Officer

Exhibit No.	Description
3.1	Articles of Incorporation	Incorporated by reference from the Company’s S-1 filed with the Commission on March 2, 2009.
3.2	By-Laws of Avalon Holding Group, Inc.
31.1	Certification of Chief Executive Officer Pursuant to Rule 13a–14(a) or 15d-14(a) of the Securities Exchange Act of 1934	Filed herewith
31.2	Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934	Filed herewith*
32.1	Certification of Chief Executive Officer under Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	Filed herewith
32.2	Certification of Chief Financial Officer under Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	Filed herewith**
23.1	Consent of Independent Accountants	Filed herewith
101.CAL	XBRL Taxonomy Extension Calculation Linkbase	Filed herewith***
101.DEF	XBRL Taxonomy Extension Definition Linkbase	Filed herewith***
101.INS	XBRL Instance Document	Filed herewith***
101.LAB	XBRL Taxonomy Extension Label Linkbase	Filed herewith***
101.PRE	XBRL Taxomony Extension Presentation Linkbase	Filed herewith***
101.SCH	XBRL Taxonomy Extension Schema	Filed herewith***

~~32.1~~ * Included ~~Certification~~in ~~Pursuant~~Exhibit ~~to 18 U~~31.~~S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 – Chief Executive Officer.~~1

*~~Incorporated~~* Included byin ~~reference~~Exhibit ~~to our SB2 Registration Statement, file number 333-119566, filed on October 30, 2006~~32.1

*** Pursuant to Regulation S-T, this interactive data file is deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, is deemed not filed

24for purposes of Section 18 of the Securities Exchange Act of 1934, and otherwise is not subject to liability under these sections.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized~~, on this 7th day of May, 2011~~.

	AVALON HOLDING GROUP INC.
	Avalon Holding Group, Inc.
Date: May 11, 2012	By:	/s/Phillip Jennings
Date: May 15, 2013	By:	/s/ Dennis Shafer
		Name: Phillip Jennings
	Name:	Dennis Shafer
		Title: President, Principal Executive Officer, Secretary, Treasurer, Principal Financial Officer and Principal Accounting Officer
	Title:	President and Director, Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.13

By: __/s/ Phillip Jennings___________

Name: Phillip Jennings

Title: President, principal executive officer, Secretary, Treasurer, principal financial officer, principal accounting officer and member of the Board of Directors

Date: May 11, 2012

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