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Re: Leirum post# 13370

Wednesday, 09/05/2012 12:48:23 PM

Wednesday, September 05, 2012 12:48:23 PM

Post# of 14456
Brainstorming thanks for your post ....This whole play has been going on way to long, ….. “Fool me once shame on you, fool me twice shame on me.” Rene and his investors are in the same boat we are in; none hold a 5% or greater position. Nineteen broker / dealers made trades in this stock over the last 9 months, I am sure each one of these folks are aware of the issues here, you can be assured I will be reminding them shortly.

Just me, but I believe KR will be having bigger problems than finding enough votes for this proxy, folks may remember the SEC 14C filing back on 11/30/2011, KR reported he held 37 million shares of common shares in addition to his preferred position. He has reported this information for some period of time. In the annual reported dated 7/13/2012, it appears KR lost 32 million shares of his common stock holdings with only reporting his preferred position and his Weyer Capital holdings.

And here recently in the 14A filing, he only reports his preferred position. What happened to the 32 million shares he held? And what happened to the Weyer Capital holding that were reported? Did KR sell any of these holding without reporting the sales? Did he assign these shares to a third party, there are no SEC filings concerning these shares, but what was stated in the SEC filing, and most importantly; his control position has decreased.

Just me again, a lot more questions for the board.

Did anyone notice the date of the board’s approval of the R/S 8K filing? That SEC filing was dated 7/16/2012 and the board vote date was 5/18/2012. So now we have a vote by the board on 5/18 to reverse split the stock, the Nevada filing for that reverse was 6/13/2012, almost 30 days after the vote and then the SEC filing was 7/16/2012, again 30 days after the filing. There was no reporting in the 8K concerning the “vote authority” of the May 18, 2012 action. In my communications with American Corporate Enterprises, Avalon registered agent in Nevada, their President told me that they did not prepare nor did they file the 6/13/2012 Nevada filing (the R/S), nor did any of the Avalon board members address my questions concerning this filing.

To be fair Mr. Haeusler did respond, stating he sent my questions and concerns to KR. Today, I have serious doubt the Board had enough votes to authorize the R/S, voted on May 18, filed in Nevada on 6/13/2012 and reported in the 8K on 7/16. The board didn’t give any shareholders notice for / of this voted action, KR has 32 million shares less than he had in 2011. Where did the votes come from? And now we need a special meeting to increase the authorized back to 1 billion.

With the PRE 14A SEC filing on 8/31, calling for a special meeting of the shareholders of EFL Overseas, Inc. (the “Company”) to approve an amendment to the Company’s Articles of Incorporation, such that the Company would be authorized to issue up to 1,000,000,000 shares of common stock. This filing is close to criminal in regards to corporate fiduciary responsibilities to shareholders, they didn’t even get the company name right.

With this screw up, we have the 9/4 PRER 14A SEC filing, replacing EFL with Avalon, still asking to increase the authorized back to 1 billion shares which was reduced and reported with the SEC on 7/16/2012. What was that 45 days ago? And most importantly, according to the State of Nevada, Avalon’s authorized common stock today is only 3.33333 million shares. There is no “real stock” available for KR to convert is preferred position.

It is clear to me you need to contact your broker, I’m sure it is one of the nineteen reported above, and tell them to vote “No” on the proxy. Tell them to also suggest that their other clients who hold a position in Avalon also vote “No”. Remember to “abstain” or not to vote gives leverage to the yes vote. KR needs to be replaced and as reported in the SEC filing on 9/4 hold’s no common shares of Avalon.

There are lots of questions the board is going to have to answer here shortly! This is a crystal clear case of “public” corporate fiduciary responsibilities to minority shareholders. SEC has clear rules to follow and the state of Nevada has clear corporate rules to follow. Those public corporate officers, who want to bend the rules or stray from the path because they think they can get away with it, will one day be called to task and will have to answer for the decision they have made. Someone and believe me when I say someone will call them to task!

All Avalon shareholders need to vote “no” to increase the authorized and at the special meeting, we need to present a motion, according to Nevada corporate law, to replace KR as an officer of the company. The proxy also states, “To transact such other business as may properly come before the meeting.”
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