What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2018-08-28 compared with 2015-08-14 · 146 added, 90 removed, 120 unchanged (66% of the section changed)

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our Common Stock began trading on the NASD Over-the-Counter Bulletin Board ("OTCBB").

Since April 2010 our

Common Stock has traded and continues to trade on the electronic OTCQB and OTCBB market.

Market makers and other dealers

provided bid and ask quotations of our Common Stock.

We trade under the symbol "AOGN".

Beginning in April

2010 our Common Stock began trading on the electronic OTCQB and OTCBB market.

Since August 2016 our Common Stock has

traded on the OTC Pink Sheets.

Market makers and other dealers provided bid and ask quotations of our Common Stock.

under the symbol "GRVE".

table below represents the range of high and low bid quotations of our Common Stock as reported during the reporting period herein.

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hence, they may not represent actual transactions.

Per Share Common Stock Bid Prices by Quarter For the Two Most

Recent Fiscal Years

Quarter Ended March 31, 2015

Quarter Ended December 31, 2014

Quarter Ended September 30, 2014

Quarter Ended June 30, 2014

Quarter Ended March 31, 2014

Quarter Ended December 31, 2013

Quarter Ended September 30, 2013

Quarter Ended June 30, 2013

of June 29, 2015, 16,548,062 shares of our Common Stock were outstanding and the number of holders of record of our Common

Share Common Stock Bid Prices by Quarter For the Two Most Recent Fiscal Years

Ended March 31, 2016

Ended December 31, 2015

Ended September 30, 2015

Ended June 30, 2015

Ended March 31, 2014

Ended December 31, 2014

Ended September 30, 2014

Ended June 30, 2014

of July 10, 2018, 26,543,062 shares of our Common Stock were outstanding and the number of holders of record of our Common

Stock at that date was approximately 985.

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a substantial number of our shares are held in nominee names by brokerage firms.

dividends on the Common Stock were paid by us during the fiscal year ended March 31, 2015, or the fiscal year ended 2014, nor

do we anticipate paying dividends on Common Stock in the foreseeable future.

Holders of Common Stock are entitled to receive such

dividends as may be declared by our Board of Directors.

dividends on the Common Stock were paid by us during the fiscal year ended March 31, 2016, or the fiscal year ended March 31,

2015, nor do we anticipate paying dividends on Common Stock in the foreseeable future.

Holders of Common Stock are entitled to

receive such dividends as may be declared by our Board of Directors.

Securities Authorized for Issuance Under Equity Compensation Plans.

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in loans made by Mr.

On January 12, 2018,our Board of Directors agreed to amend Designation of the Series A Convertible

Preferred Stock be amended by changing the ratio for conversion, in Article IV, subparagraph (a), from .4% to .51% so that upon

conversion the number of shares of common stock to be exchanged shall equal 51% of then issued and outstanding common stock.

Series A Preferred Stock accrues dividends at the rate of 8% per annum on the original purchase price for the shares.

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for the Series A Preferred shares plus accrued, but unpaid dividends.

As of March 31, 2015, the liquidation value is $532,950.

As of March 31, 2016, the liquidation preference is

$537,450, or $5,374.5 per share.

Series A Preferred Stock is convertible at any time into 51% of the then outstanding shares of Common Stock and securities convertible

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The face amount of share of the Series B Preferred Stock is $1,000.

There are currently 1,625 shares of Series

B Preferred Stock outstanding.

As of March 31, 2015, the liquidation value is $1,625,000,

There are currently 1,983 shares

of Series B Preferred Stock outstanding.

As of March 31, 2016, the liquidation preference is $1,983,000, or $1,000 per share.

March 14, 2014, we filed an amendment with the Nevada Secretary of State increasing the interest rate on the Series B Preferred

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Holders of Series B Preferred Stock do not have any voting rights and their consent is not required to take any sort of corporate

Holdings, Inc.

Series A Preferred Stock

October 5, 2015, the Articles of Incorporation of AFS were amended to authorize the issuance of 5,000,000 shares of Preferred

Stock, par value $0.001, of which 1,000 shares are designated as Series A Preferred Stock.

Series A Preferred Stock accrues dividends at the rate of 12% per annum on the original purchase price for the shares.

These dividends

are payable annually in cash or the AFS Common Stock at the discretion of the Board of Directors, beginning in March 2016.

is prohibited from paying any dividends on AFS Common Stock until all accrued dividends are paid on our Series A preferred Stock.

Upon liquidation, the Series A Preferred Stock shareholders shall be entitled to the stated value of each shares held, in addition

to accrued and unpaid dividends, as long as AFS possesses the funds necessary to make payments.

AFS may, at any time, redeem the

shares of Series A Preferred Stock without the prior written consent of the Series A Preferred Stock shareholders.

A Preferred Stock ranks senior to AFS Common Stock in a distribution of assets in the event of a liquidation of assets.

of March 31, 2016, the liquidation preference is $53,000, or $1,060 per share.

SALES OF UNREGISTERED SECURITIES

Company sold the following unregistered securities between January 1, 2016 and March 31, 2016:

2015 the Company issued 85 shares Series B Preferred Stock to an accredited investor for $85,000.

March 2015 the Company issued 1,540,000 shares of Common Stock to pay all of the accrued interest on our Series B Preferred Stock

as of March 31, 2015.

March 2015 we issued 500,000 Shares of Common Stock along with $6,000 to extinguish a $150,000 Promissory Note and $90,000 in

accrued interest.

March 2016 the Company issued 23 shares Series B Preferred Stock to an accredited investor for $23,000.

the twelve months ended March 31, 2016 and 2015, the Company incurred $165,038 and $135,559 in dividends on Series B preferred

the twelve months ended March 31, 2016 and 2015, the Company incurred $3,000 and –0–

in dividends on AFS Series A

Preferred Stock.

other unregistered securities sold by the Company during the past three years, but prior to January 1, 2016, have been included

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oil and natural gas.

Concentration

the year ended March 31, 2016, three customers, KROG Partners, Scissortail Energy and Ward Petroleum, individually accounted for

28%, 20% and 16% of the Company’s revenues, respectively.

Except for the aforementioned customers, there was no other single

customer who accounted for more than 10% of the Company’s revenues for the year ended March 31, 2016.

Operating Expenses

the year ending March 31, 2015, our lease operating expenses were $100,060, a decrease of $33,973 or approximately 25% compared

the year ended March 31, 2016, our lease operating expenses were $66,081 a decrease of $33,979 or approximately 34% compared

to $100,060 for the year ended March 31, 2015.

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General, and Administrative Expenses

general and administrative expenses for the year ended March 31, 2015 were $285,534 a decrease of $316,769 or approximately 53% compared

to selling, general and administrative expenses of $602,303 during the year ended March 31, 2014.

Selling, general

and administrative expenses for 2015 consisted primarily of payroll and related costs of $48,000;

legal and accounting

fees in the amount of $51,269;

facilities costs in the amount of $21,786;

investor relations costs of $9,761;

entertainment expenses of $49,381;

office expenses of $7,377 and consulting fees in the amount of $33,080;

financing expenses

of $13,895 and licensing fees of $17,184.

The decrease was due primarily from a reduction in legal and accounting fees

of $51,269 and in financing expenses of $13,895 during the year ended March 31, 2015 compared to $74,051 and $60,000, respectively

for the year ended March 31, 2014.

compensation for the year ended March 31, 2015 was $24,454, an increase of $24,454 or approximately 100% compared to non-cash

compensation of $0 for the year ended March 31, 2014.

This increase was the result of more common stock issuances to

outside consultants as payment for services rendered.

general and administrative expenses for the year ended March 31, 2016 were $788,836 an increase of $503,302 compared to selling,

general and administrative expenses of $285,534 during the year ended March 31, 2015.

Selling, general and administrative

expenses for 2016 consisted primarily non-cash consulting services of $154,546, the write off of $279,400 balance in deposits,

payroll and related costs of $48,000;

legal and accounting fees in the amount of $112,462;

facilities costs in the amount

travel and entertainment expenses of $68,970;

investor relation expense of $4,176;

office expenses of $64,014 and

consulting fees in the amount of $46,268.

The increase was due primarily due to non-cash consulting services of $154,546,

and write off of the $279,400 balance in deposits year for the ended March 31, 2016.

debt expense for the year ended March 31, 2016 was 58,741.

We did not have any bad debt expense for the year ended March

expense for the year ended March 31, 2016 was $1,839,941.

We did not have any impairment expense for the year ended March 31,

The impairment expense was due to the reduction in the market price for oil and natural gas, the loss of economic

value of the Company’s non-proven properties and the impairment of the Company’s intellectual properties.

compensation for the year ended March 31, 2016 was $0, a decrease of $24,454 compared to Stock-based compensation of $24,454 for

the year ended March 31, 2015.

Depreciation,

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Depreciation,

Depletion, and Amortization were $74,411 for the year ended March 31, 2015 an increase of $11,365 or approximately 18% compared

to $63,046 for the year ended March 31, 2014, due to a slight increase in the depletion allowance.

Depletion, and Amortization were $69,579 for the year ended March 31, 2016 a decrease of $4,832 or approximately 6% compared to

$74,441 for the year ended March 31, 2015, due to a slight decrease in depletion.

on Sale of Property

the year ended March 31, 2016, the Company did not sell any oil and gas properties.

on Extinguishment of Debt, Notes Payable and Accrued Interest and Dividends Payable

the year ended March 31, 2015, the Company had a net gain on the extinguishment of debt in the amount of $424,624 as compared

with $5,884 for the year ended March 31, 2014.

The gain was due to settlement of two promissory notes plus accrued interest.

the year ended March 31, 2015, the Company did not have a gain or loss from the conversion of notes payable and accrued interest,

as compared to a loss of $57,050 on the conversion of notes payable and accrued interest for the year ended March 31, 2014.

addition, for the year ended March 31, 2015, the Company had a net gain from the conversion of dividends payable on Preferred

B shares of $82,779, an increase of 100% as compared to $0 for the year ended March 31, 2014.

We issued 1,540,000 shares of our

Common Stock to pay the outstanding dividend payable of $144,379, on the 1,540 outstanding shares of Series B Preferred Stock.

The 1,540,000 shares of Common Stock were valued at the market price of $0.04 per share of $61,600, resulting in a one- time net

gain of $82,779.

on Settlement of Debt, Notes Payable and Accrued Interest and Dividends Payable.

the year ended March 31, 2016, the Company had a net gain on the settlement of debt in the amount of $283,014, a decrease of $141,610

as compared with $424,624 for the year ended March 31, 2015.

did not have a gain on the conversion of dividends payable during the year ended March 31, 2016.

During the year ended March

31, 2015, we had a gain on the conversion of dividends payable of $82,779.

Expense, net of Interest Income

expense, net of interest income of $43,101 for the year ended March 31, 2015, a decrease of $48,651 or approximately 53% compared

to interest expense, net of $91,752 for the year ended March 31, 2014.

This decrease is due to a reduction in the outstanding

principal balances of notes payable.

the reasons stated above, our net profit for the year ended March 31, 2015, was $100,314 an increase of $886,292 or approximately

113% compared to a net loss of $785,978 during the year ended March 31, 2014.

expense, net of interest expense of $16,703 for the year ended March 31, 2016, a decrease of $26,398 compared to interest

expense, net of $43,101 for the year ended March 31, 2015.

This decrease is due to a reduction in the outstanding principal balances

of notes payable.

Profit (Loss)

the reasons stated above, our net loss for the year ended March 31, 2016, was $2,503,934, compared to a net profit of $100,314

during the year ended March 31, 2015.

and Capital Resources

Going Concern

March 31, 2015, financial statements have been prepared assuming the Company will continue as a going concern.

However, the Company

has incurred a loss of $30,898,873 from inception through March 31, 2015, and has a working capital deficiency of $363,453 and

stockholders’

equity of $1,690,152, respectively, at March 31, 2015.

The Company currently has minimal revenue generating

operations and expects to incur substantial operating expenses in order to expand its business.

As a result, the Company expects

to incur operating losses for the foreseeable future.

The accompanying consolidated financial statements do not include

any adjustments that might become necessary should the Company be unable to continue as a going concern.

Company has minimal revenues from our remaining oil and gas assets.

We are in need of additional cash resources to maintain our

As of March 31, 2016, the Company had a working capital deficit of $676,586, had incurred losses since inception of

$33,610,746, and have not yet received any revenue from the sale our CBD skincare products.

These factors raise substantial doubt

about its ability to continue as a going concern.

The Company’s ability to continue as a going concern is dependent

on its ability to raise additional capital or obtain necessary debt financing.

The Company is presently dependent on its controlling

shareholder to provide us funding for its daily operation and expenses, including professional fees and fees charged by regulators,

although he is under no obligation to do so.

Company intends to meet the cash requirements for the next 12 months from the issuance date of this report through a combination

of debt and equity financing by way of private placements, friends, family and business associates.

The Company currently

does not have any arrangements in place to complete any private placement financings and there is no assurance that the Company

will be successful in completing any such financings on terms that will be acceptable to it.

we do not have sufficient working capital to pay our operating costs for the next 12 months, we will require additional funds

to pay our legal, accounting and other fees associated with our Company and our filing obligations under United States federal

securities laws, as well as to pay our other accounts payable generated in the ordinary course of our business.

Once these costs

are accounted for, we will focus on the following the manufacture and sale of our CBD skincare products.

failure to raise money will have the effect of delaying the timeframes in the business plan as set forth above, and the Company

may have to push back the dates of such activities.

financial statements have been prepared on a going concern basis which assumes the Company will be able to realize its assets

and discharge its liabilities in the normal course of business for the foreseeable future.

The Company has incurred losses

and further losses are anticipated as a result of the development of business which raises substantial doubt about the Company’s

ability to continue as a going concern within the next twelve months from the issuance date of this report.

to continue as a going concern is dependent upon the Company generating profitable operations in the future and/or obtaining financing

necessary to meet the Company’s obligations and repay its liabilities arising from normal business operations when they

Management intends to finance operating costs over the next twelve months with existing cash on hand and loans from

directors and/or private placement of the Company’s common stock.

cash and cash equivalents were $108,220 on March 31, 2016, compared to $135,713 on March 31, 2015.

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ability to continue operations as a going concern is highly dependent upon our ability to obtain immediate additional financing, or

generate revenues from our acquired oil and gas leasehold interest, and to achieve profitability, none of which can be guaranteed.

generate revenues from the sale of our CBD skincare products, and to achieve profitability, none of which can be guaranteed.

Unless additional funding is obtained, it is highly unlikely that we can continue to operate.

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that even with adequate financing or combined operations, we will generate revenues and be profitable.

our success is dependent upon our ability to generate revenues from our acquired oil and gas leasehold interests.

our success is dependent upon our ability to generate revenues from the sale of our CBD skin care products.

cash used by operating activities for the year ended March 31, 2016 was $348,922, compared to $230,343 used in the year ended

March 31, 2015.

Company had a net profit of $100,314 for the year ended March 31, 2015, compared to a net loss of $785,978 for the year ended

Company had a net loss of $2,503,934 for the year ended March 31, 2016, compared to a net profit of $100,314 for the year ended

March 31, 2015.

Net accounts receivable for the year ended March 31, 2015 were $33,344 compared to $54,226 for the

year ended March 31, 2014.

the year ended March 31, 2015 we invested $120,000 for the purchase of the Kensington Energy Assets, and repayments on notes receivable

accounts receivable for the year ended March 31, 2016 were $- 0 - compared to $33,344 for the year ended March 31, 2015.

the year ended March 31, 2016 we received note repayments of $1,429.

During the year ended March 31, 2015 we invested $120,000

for the purchase of the Kensington Energy Assets, and repayments on notes receivable of $7,142.

financing activities for the year ended March 31, 2016 provided cash of $320,000 as compared to $255,000 for the year ended March

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Cash generated by financing activities

primarily consisted of $260,000 from the issuance of Series B Preferred Stock and $60,000 from the issuance of two (2) Promissory

primarily consisted of $330,000 from the issuance of Avalon Series B Preferred Stock and AFS Series A Preferred Stock.

Accounting Policies

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enacted accounting standards

the year, The Financial Accounting Standards Board (“FASB”) has issued various pronouncements, none of which apply

to the current financial statements.

August 2014, the Financial Accounting Standards Board (“FASB”) issued ASU No.

2014-15, Presentation of Financial Statements

Going Concern (Subtopic 205-40):

Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern

(“ASU 2014-15”).

ASU 2014-15 provides guidance about management’s responsibility to evaluate whether there is

substantial doubt about an entity’s ability to continue as a going concern and sets rules for how this information should

be disclosed in the financial statements.

ASU 2014-15 is effective for annual periods ending after December 15, 2016 and interim

periods thereafter.

The Company adopted ASU 2014-15 prospectively for the annual period ending December 31, 2016.

ASU 2014-15, the Company is required to consider whether there are adverse conditions or events that raise substantial doubt about

the Company’s ability to continue as a going concern within one year after the date that the financial statements are issued

and the probability that management’s plans will mitigate the adverse conditions or events (if any).

Adverse conditions

or events would include, but not be limited to, negative financial trends (such as recurring operating losses, working capital

deficiencies, or insufficient liquidity), a need to restructure outstanding debt to avoid default, and industry developments (for

example commodity price declines and regulatory changes).

Sheet Arrangements

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 5. Market for Registrant’s Common Equity