10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM  10-Q

(Mark One)

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

For the quarterly period ended April 30, 2012 or

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

For the transition period from_________________________to________________________________

Commission File Number 333-147037

Avatar Ventures Corp.

 (Exact name of registrant as specified in it’s charter)

Nevada	45-1689814
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

27281 Las Ramblas, Suite 200 Mission Viejo, California 92691

 (Address of principal executive offices)(Zip Code)

877 816-4580

(Registrant’s telephone number, including area code)

______________________________________________________________________________________

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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.                                                                                                                                                     xYes oNo

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). oYes oNo

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.Large accelerated filer o Accelerated filer o Non-accelerated filer o  (Do not check if a smaller reporting company)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). xYes  oNo

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court

oYesoNo

APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.Number of shares of each class of Avatar Ventures' capital stock outstanding as of June 14, 2012: 68,634,615 shares of common stock

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TABLE of CONTENTS

		PAGE NUMBER
PART I -- FINANCIAL INFORMATION
		3
Item 1.	Financial Statements
		10
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations
		11
Item 3.	Quantitative and Qualitative Disclosures About Market Risk
		11
Item 4.	Controls and Procedures
PART II -- OTHER INFORMATION
Item 1.	Legal Proceedings	12
Item 1A.	Risk Factors	12
Item 2.	Unregistered Sales of Securities and Use of Proceeds	12
Item 3.	Defaults Upon Senior Securities	12
Item 4.	Submission of Matters to a Vote of Security Holders	12
Item 5.	Other Information	12
Item 6.	Exhibits	12
SIGNATURES		13

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PART I—FINANCIAL INFORMATION

AVATAR VENTURES Corp.

(A Development Stage Company)

CONDENSED FINANCIAL STATEMENTS

April 30, 2012

(Unaudited)

CONDENSED BALANCE SHEETS

CONDENSED STATEMENTS OF OPERATIONS

CONDENSED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)

CONDENSED STATEMENTS OF CASH FLOWS

NOTES TO UNAUDITED CONDENSED INTERIM FINANCIAL STATEMENTS

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(A Development Stage Company)
CONDENSED BALANCE SHEETS
Unaudited
	April 30, 2012 Unaudited			July 31, 2011 Audited
ASSETS
CURRENT ASSETS
Cash	$	49		$	217,802
Loan Receivable		70,000			70,000
TOTAL CURRENT ASSETS	$	70,049		$	287,802
Intangible Assets	$	108,427		$	50,179
Long-term Loan Receivable		62,100			-
TOTAL ASSETS	$	240,576		$	337,981
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT  LIABILITIES
Accounts payable and accrued liabilities	$	50,200		$	15,390
Loans from Related Party		10,990			15,839
TOTAL CURRENT LIABILITIES	$	61,190		$	31,229
STOCKHOLDERS'  EQUITY ( DEFICIT )
Capital stock
Authorized
75,000,000 shares of common stock, $0.001 par value,
Issued and outstanding
68,634,615 at April 30, 2012 (and at July 31, 2011) common shares	$	68,635		$	68,635
Additional Paid in Capital		460,865			460,865
Deficit accumulated during the development stage		(350,114	)		(222,748	)
TOTAL STOCKHOLDERS' EQUITY/(DEFICIT)	$	179,386		$	306,752
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY/(DEFICIT)	$	240,576		$	337,981
The accompanying notes are an integral part of these financial statements

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(A Development Stage Company)
CONDENSED STATEMENTS OF OPERATIONS
Unaudited
	Three months ended April 30, 2012			Three months ended April 30, 2011			Nine months ended April 30,  2012			Nine months ended April 30, 2011			From  inception (August 14, 2006) to  April 30, 2012
REVENUE
Revenues	$	-		$	-		$	-		$	-		$	-
Total Revenues	$	-		$	-		$	-		$	-		$	-
EXPENSES
Office and general	$	23,662		$	200		$	139,965		$	200		$	278,722
Professional Fees		(20,499	)		4,200			(12,599	)		4,200			71,392
Total Expenses	$	3,163		$	4,400		$	127,366		$	4,400		$	350,114
Provision for Income Tax	$	-		$	-		$	-		$	-		$	-
NET LOSS, BEFORE INCOME TAX	$	(3,163	)	$	(4,400	)	$	(127,366	)	$	(4,400	)	$	(350,114	)
BASIC AND DILUTED LOSS PER COMMON SHARE
	$	-		$	-		$	-		$	-
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING
		68,634,615			68,250,000			68,634,615			91,000,000
The accompanying notes are an integral part of these financial statements

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AVATAR VENTURES Corp.
(A Development Stage Company)
CONDENSED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
From inception (August 14, 2006) to April 30, 2012
Unaudited
										Deficit
	Common Stock									accumulated
							Additional			during the
	Number of						Paid-in			development
	shares			Amount			Capital			stage			Total
Balance at inception - August 14, 2006		-			-			-			-			-
Common stock issued for cash at $0.001
per share on July 21, 2007		58,500,000			58,500			(54,000	)		-			4,500
Net loss for the period from inception
to July 31, 2007											(600	)		(600	)
Balance, July 31, 2007		58,500,000		$	58,500		$	(54,000	)	$	(600	)	$	3,900
Common stock issued for cash at $0.001
per share on May 20, 2008		32,500,000			32,500			(7,500	)		-			25,000
Net loss for the year ended
July 31, 2008		-			-			-			(36,237	)		(36,237	)
Balance, July 31,2008		91,000,000		$	91,000		$	(61,500	)	$	(36,837	)	$	(7,337	)
Net loss for the year ended
July 31, 2009		-			-			-			(7,521	)		(7,521	)
Balance, July 31, 2009		91,000,000		$	91,000		$	(61,500	)	$	(44,358	)	$	(14,858	)
Net loss for the year ended
July 31, 2010		-			-			-			(6,831	)		(6,831	)
Balance, July 31, 2010		91,000,000		$	91,000		$	(61,500	)	$	(51,189	)	$	(21,689	)
On January 28, 2011, the company:
Cancelled 22,750,000 shares at $0.001		(22,750,000	)		(22,750	)		22,750						-
Common stock issued for cash at $1.30
per share on April 24, 2011		384,615			385			499,615						500,000
Net loss for the year ended
July 31, 2011		-			-			-			(171,560	)		(171,560	)
Balance, July 31, 2011		68,634,615		$	68,635		$	460,865		$	(222,749	)	$	306,752
Net loss for the period ended
April 30, 2012		-			-			-			(127,366	)		(127,366	)
Balance,  April 30, 2012		68,634,615		$	68,635		$	460,865		$	(350,114	)	$	179,386
All shares have been restated to reflect the 12:1 forward split in January 2011
The accompanying notes are an integral part of these financial statements

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(A Development Stage Company)
CONDENSED STATEMENTS OF CASH FLOWS
Unaudited
	9 months			9 months			August 14, 2006
	ended			ended			(date of inception) to
	April 30, 2012			May 1, 2011			April 30, 2012
OPERATING ACTIVITIES
Net loss	$	(127,366	)	$	(4,400	)	$	(350,114	)
Adjustment to reconcile net loss to net cash
used in operating activities
Short Term Receivable		-			-			(70,000	)
(Increase) decrease in prepaid expenses		-			-			-
Increase (decrease) in accrued expenses		34,810			4,200			50,200
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES
	$	(92,556	)	$	(200	)	$	(369,914	)
INVESTING ACTIVITIES
Long Term Receivable		(62,100	)					(62,100	)
Loan to Related Party		(4,849	)		(50,000	)		10,990
Intangible Assets		(58,248	)		-			(108,427	)
NET CASH PROVIDED BY INVESTING ACTIVITIES
	$	(125,197	)	$	(50,000	)	$	(240,527	)
FINANCING ACTIVITIES
Proceeds from sale of common stock		-			385			68,635
Additional Paid in Capital		-			499,615			460,865
Subscription Receivable		-						-
Loan from related party		-			(16	)		15,839
NET CASH PROVIDED BY FINANCING ACTIVITIES
	$	-		$	499,984		$	545,339
NET INCREASE (DECREASE) IN CASH	$	(217,752	)	$	449,784		$	49
CASH, BEGINNING OF PERIOD	$	217,802		$	216		$	-
CASH, END OF PERIOD	$	49		$	450,000		$	49
Supplemental cash flow information and noncash financing activities:
Cash paid for:
Interest	$	-		$	-		$	-
Income taxes	$	-		$	-		$	-
The accompanying notes are an integral part of these financial statements

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NOTE 1 – NATURE OF OPERATIONS AND BASIS OF PRESENTATION

Avatar Ventures Corp. was incorporated on August 14, 2006, under the laws of the State of Nevada, U.S.A.  Operations started on that date.

Avatar Ventures Corp. is a company that is commencing operations as a developer of aftermarket electronic accessories for motor vehicles. The Company's first product in development is a cellular phone car adapter which enables to cellular text messages and wireless emails to be displayed on a small LCD screen attached to the car's dashboard area. Text message and emails received by the user's cellular phone will be wirelessly transmitted to the car adapter via Bluetooth technology.

These financial statements have been prepared on a going concern basis. The Company has accumulated a deficit of $350,114 since inception and has yet to achieve profitable operations and further losses are anticipated in the development of its business, raising achieve profitable operations and further substantial doubt about the Company's ability to continue as a going concern. Its ability to continue as a going concern is dependent upon the ability of the Company to generate profitable operations in the future and/or to obtain the necessary financing to meet its the future obligations and repay its liabilities arising from normal business operations when they come due. Management plans to continue to provide for its working capital needs by seeking loans from its shareholders. These financial statements do not include any adjustments to the recoverability and classification of assets, or the amount and classification of liabilities that may be necessary should the Company be unable to continue as a going concern.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The financial statements of the Company have been prepared in accordance with accounting- principles generally accepted in the United States of America. Because a precise determination of many assets and liabilities is dependent upon future events, the preparation of financial statements for a period necessarily involves the use of estimates, which have been made using careful judgment. Actual results may vary from these estimates.

The financial statements have, in management's opinion, been properly prepared within the framework of the significant accounting policies summarized below:

Foreign Currency Translation

Monetary assets and liabilities denominated in foreign currencies are translated into US dollars at the period end exchange rate, non-monetary assets are translated at historical exchange rates and all income and expenses are translated at average exchange rates prevailing during the period. Foreign currency translation adjustments are included in income.

Fair Value of Financial Instruments

The respective carrying value of certain on-balance sheet financial instruments approximate their fair values. These financial statements include cash, receivables, advances receivable, cheques issued in excess of cash, accounts payable and property obligations payable. Unless otherwise noted, it is management's opinion that the Company is not exposed to significant interest, currency or credit risks arising from these financial instruments. Unless otherwise noted, fair values were assumed to approximate carrying values for these financial instruments since they are short term in nature and their carrying amounts approximate fair values or they are receivable or payable on demand.

Use of Estimates

The preparation of financial statements in accordance with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at (ASC) Topic 915 Development Stage Entities for its characterization of the Company as development stage.

Development Stage Company

The Company complies with the FASB Accounting Standards Codification (ASC) Topic 915 Development Stage Entities for its characterization of the Company as development stage.

Impairment of Long Lived Assets

Long-lived assets are reviewed for impairment in accordance with ASC Topic 360, "Accounting for the Impairment or Disposal of Long- lived that their carrying amounts may not be recoverable. An impairment charge is recognized or the amount, if any, which the carrying value of the asset of the asset exceeds the fair value.

The intangible asset is the construction of the Web site, and as yet is not in use, so no amortization has been considered.

Financial Instruments

The carrying value of the Company's financial instruments consisting of cash equivalents and accounts payable and accrued liabilities approximates their fair value because of the short maturity of these instruments. Unless otherwise noted, it is management's opinion that the Company is not exposed to significant interest, currency or credit risks arising from these financial instruments.

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Income Taxes

The Company uses the assets and liability method of accounting for income taxes in accordance with FASB Topic 740 "Accounting for Income Taxes". Under this method, 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.

Basic and Diluted Net Loss Per Share

In accordance with FASB Topic 260, "Earnings Per Share', the basic net loss per common share is computed by dividing net loss available to common stockholders by the weighted average number of common shares outstanding. Diluted net loss per common share is computed similar to basic net 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. As at April 30, 2012, diluted net loss per share is equivalent to basic net loss per share.

New Accounting Standards

Management does not believe that any recently issued, but not yet effective accounting standards if currently adopted could have a material effect on the accompanying financial statements.

3. SHARE CAPITAL

On July 21, 2007, the Company issued 4,500,000 common shares at $0.001 per share to the sole director of the Company for total proceeds of $4,500.

On May 20, 2008, the Company issued 2,500,000 common shares at $0.01 per share for total proceeds of $ 25,000.

On January 28, 2011 the Company cancelled 1,750,000 shares at $0.001 per share.

On January 28, 2011 the Company declared a dividend of 12 shares for every share held.  The equity statement has been restated to reflect this change.

On April 24, 2011 the Company issued 384,615 shares at $1.30 per share, for $500,000 cash.

4. RELATED PARTY TRANSACTIONS

The Company's sole officer has loaned the company $10,990 without interest and fixed term of repayment. The Company paid the President $25,500 in management fees during the nine months to April 30, 2012

The Company has loaned the amount of $132,100 to a related party called App Marketing Solutions of which $70,000 is short term (see below).  The loan is unsecured, bears no interest and repayment is due as follows:

$70,000 on April 29, 2013

$15,000 on September 19, 2013

$17,100 on October 13, 2013

$30,000 on July 30, 2013

On March 5, 2012 Mr. Jack Stevenson resigned as President and Director, and was replaced by Mr. Voltaire Gomez.

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Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Caution about Forward-Looking Statements

This quarterly report contains forward-looking statements. Thesestatements relate to future events or our future financial performance. In some cases, you can identify forward-lookingstatements by terminology such as "may", "should", "expects","plans", "anticipates", "believes", "estimates", "predicts","potential" or "continue" or the negative of these terms or othercomparable terminology. These statements are only predictions andinvolve known and unknown risks, uncertainties and other factors that may cause our or our industry's actual results, levels ofactivity, performance or achievements to be materially differentfrom any future results, levels of activity, performance orachievements expressed or implied by these forward-lookingstatements. Although we believe that the expectations reflected inthe forward-looking statements are reasonable, we cannot guaranteefuture results, levels of activity, performance or achievements.Except as required by applicable law including the securities lawsof the United States, we do not intend to update any of theforward-looking statements to conform these statements to actualresults.

Our unaudited financial statements are stated in United StatesDollars (US$) and are prepared in accordance with United StatesGenerally Accepted Accounting Principles. The following discussionshould be read in conjunction with our financial statements and therelated notes that appear elsewhere in this quarterly report. Thefollowing discussion contains forward-looking statements thatreflect our plans, estimates and beliefs. Our actual results coulddiffer materially from those discussed in the forward lookingstatements. Factors that could cause or contribute to suchdifferences include, but are not limited to, those discussed belowand elsewhere in this quarterly report.

In this quarterly report, unless otherwise specified, all dollaramounts are expressed in United States dollars. All references to"US$" refer to United States dollars and all references to "commonshares" refer to the common shares in our capital stock.As used in this quarterly report, the terms "we", "us", "our", "ourcompany" and "Avatar" mean Avatar Ventures Corp., unless otherwiseindicated.

Overview

Avatar Ventures Corp. was incorporated in the state of Nevada onAugust 23, 2006. On May 4, 2011, Avatar Ventures Corp. (“AVC”) entered into a binding letter of intent with Apps Marketing Solutions, Inc. (“AMS”) with respect to the acquisition of all issued and outstanding shares of AMS by AVC.

AMS is a developer of mobile marketing solutions, ranging from simple text messaging campaigns to robust mobile applications.  The AMS Mobile marketing solutions focus on use of smart phones, tablets and other mobile devices to market a brand or message intended to support clients’ integrated marketing strategies.  Mobile marketing is commonly used in order to increase brand awareness, generate customer opt-in databases, and drive attendance to specific events and locations.

As a provider of mobile marketing and online marketing solutions the Company announced it’s new mobile offering October 20, 2011. Small business operators are beginning to realize that mobile marketing is now critical to their business success, but these busy entrepreneurs often lack the time and expertise to create and maintain any type of mobile presence. The Company now offers an affordable, professional option to promote a small business with a custom Direct Connect package which includes text messaging, mobile web site and custom iPhone, Android and Blackberry apps for under $400.00.

Results of Operations

Avatar has generated nil revenues for the three months ended January 31, 2012. From Inception through April 30, 2012, the Company has generated nil revenues.

The Company experienced office and general expenses of $23,662 for the three months ended April 30, 2012, compared to office and general expenses of $200 for the three months ended April 30, 2011. The increase in office and general expense experienced by the Company is largely attributed to an increase in fees paid to consultants for services related to developing the Company’s products.

For the three months ended April 30, 2012, the Company experienced Professional Fees of $($20,499) as compared to Professional Fees of $4,200 for the three month period ended April 30, 2011. The decrease in professional fees experienced by the Company is largely attributed to write-offs of accounting fees accrued.

For the three months ended April 30, 2012, the company experienced a net loss of $3,163 as compared to a loss of $4,400 for the three months ended April 30, 2011.

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Liquidity and Capital Resources

The Company has satisfied its working capital needs by using capital raised from issuing common shares to investors and loans from the director. As of April 30, 2012, the Company has cash on hand in the amount of $49. Management does not expect that the current level of cash on hand will be sufficient to fund our operation for the next twelve month period. In the event that additional funds are required tomaintain operations, our officers and directors have agreed toadvance us sufficient capital to allow us to continue operations. Wemay also be able to obtain more future loans from our shareholders,but there are no agreements or understandings in place currently.

We believe that we will require additional funding to expand ourbusiness and ensure its future profitability. We anticipate that anyadditional funding will be in the form of equity financing from thesale of our common stock. However, we do not have any agreements inplace for any future equity financing. In the event we are notsuccessful in selling our common stock, we may also seek to obtainshort-term loans from our director.

Item 3.  Quantitative and Qualitative Disclosures About Market Risk.

As a "smaller reporting company", we are not required to provide theinformation required by this Item.

Item 4.  Controls and Procedures.

Disclosure Controls and Procedures

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time period specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934 is accumulated and communicated to management including our principal executive officer and principal financial officer as appropriate, to allow timely decisions regarding required disclosure.

In connection with this quarterly report, as required by Rule 15d-15 under the Securities Exchange Act of 1934, we have carried out an evaluation of the effectiveness of the design and operation of our company's disclosure controls and procedures. This evaluation was carried out under the supervision and with the participation of our company's management, including our company's principal executive officer and principal financial officer. Based upon that evaluation, our company's principal executive officer and principal financial officer concluded that subject to the inherent limitations noted in our Form 10-K Part II, Item 9A(T) as of July 31, 2011, our disclosure controls and procedures were not effective due to the existence of material weaknesses in our internal controls over financial reporting, as discussed below.

Management's Report on Internal Control Over Financial Reporting

As of July 31, 2011 management assessed the effectiveness of the Company's internal control over financial reporting based on the criteria for effective internal control over financial reporting established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO") and SEC guidance on conducting such assessments. Based on that evaluation, our President and principal executive officer, who also acts as our principal financial officer, concluded that, during the period covered by this report, such internal controls and procedures were not effective to detect the inappropriate application of US GAAP rules as more fully described below. This was due to deficiencies that existed in the design or operation of our internal control over financial reporting that adversely affected our internal controls and that may be considered to be material weaknesses.

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 due to the lack of a majority of independent members and a lack of a majority of outside directors on our 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; and (3) ineffective controls over period end financial disclosure and reporting processes. The aforementioned material weaknesses were identified by our President and principle accounting officer in connection with the review of our financial statements as of April 30, 2012.

Management believes that the material weaknesses set forth in items (2) and (3) above did not have an effect on our financial results. However, management believes that the lack of a functioning audit committee and lack of a majority of outside directors on our board of directors, results in ineffective oversight in the establishment and monitoring of required internal controls and procedures which could result in a material misstatement in our financial statements in future periods.

In an effort to remediate the identified material weaknesses and other deficiencies and enhance our internal controls, we have initiated or plan to initiate the following series of measures.

We will create a position to segregate duties consistent with control objectives and will increase our personnel resources and technical accounting expertise within the accounting function when funds are available to us. And we plan to appoint one or more outside directors to our board of directors who shall be appointed to an audit committee who will undertake the oversight in the establishment and monitoring of required internal controls and procedures such as reviewing and approving estimates and assumptions made by management when funds are available to us.

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Management believes that the appointment of one or more outside directors, who shall be appointed to a fully functioning audit committee, will remedy the lack of a functioning audit committee and a lack of a majority of outside directors on our Board.

We will continue to monitor and evaluate the effectiveness of our internal controls and procedures and our internal controls over financial reporting on an ongoing basis and are committed to taking further action and implementing additional enhancements or improvements, as necessary and as funds allow.

This quarterly report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the SEC that permit us to provide only management's report in this quarterly report.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) or 15d-15(f)) during the quarter ended April 30, 2012 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

PART II—OTHER INFORMATION

Item 1. Legal Proceedings.

We know of no material, existing or pending legal proceedings against our company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.

Item 1A. Risk Factors.

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Act of 1934 and are not required to provide the information under this item.

Item 2. Unregistered Sales of Securities and Use of Proceeds.

None

Item 3. Defaults Upon Senior Securities.

None

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

None

Item 5. Other Information.

None

Item 6. Exhibits.

31.1 Rule 13(a)-14(a)/15(d)-14(a) Certification of Chief Executive Officer

31.2 Rule 13(a)-14(a)/15(d)-14(a) Certification of Chief Financial Officer *

32.1 Section 1350 Certification of Chief Executive Officer

32.2 Section 1350 Certification of Chief Financial Officer **

*     Included in Exhibit 31.1

**    Included in Exhibit 32.1

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SIGNATURES

Pursuant to the requirements of the Exchange Act or 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Avatar Ventures Corp.

BY /s/ Date: June 19, 2012

/s/ Zhen Chen

Zhen Chen

CEO and Director

Principal Executive Officer

Principal Financial Officer

Principal Accounting Officer

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EX-31.1

Exhibit 31.1

CERTIFICATIONS

I, Zen Chen, certify that:

1.   I have reviewed this Quarterly Report on Form 10-Q of Avatar Ventures Corp. for the period ended April 30, 2012;

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

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

4.   The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in the Exchange Act Rules 13a-15(f) and 15d – 15(f)) for the registrant and have:

a)   Designed such disclosure controls and procedures, or caused such controls and procedures to be designed under our supervision,  to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)   Designed such internal controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)   Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)   Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and  

5.   The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing equivalent functions):

a)   All significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and,

b)   Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

/s/ Date: June 19, 2012

/s/ Zhen Chen

Zhen Chen

CEO and Director

Principal Executive Officer

Principal Financial Officer

Principal Accounting Officer

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q for the three-month period ended April 30, 2012 of Avatar Ventures Corp., a Nevada corporation (the "Company"), as filed with the Securities and Exchange Commission on the date hereof (the "Quarterly Report"), I, Zen Chen, Chairman, President and Chief Financial Officer of the Company certify, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1. The Quarterly Report fully complies with the requirements of Section 13(a) or15(d) of the Securities and Exchange Act of 1934, as amended; and

2. The information contained in this Quarterly Report fairly presents, in all material respects, the financial condition and results of operation of the Company.

 /s/ Date: June 19, 2014

/s/ Zhen Chen

Zhen Chen

CEO and Director

Principal Executive Officer

Principal Financial Officer

Principal Accounting Officer

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SHARE CAPITAL

9 Months Ended

Apr. 30, 2012

Notes to Financial Statements

SHARE CAPITAL

3. SHARE CAPITAL

On July 21, 2007, the Company issued 4,500,000 common shares at $0.001 per share to the sole director of the Company for total proceeds of $4,500.

On May 20, 2008, the Company issued 2,500,000 common shares at $0.01 per share for total proceeds of $ 25,000.

On January 28, 2011 the Company cancelled 1,750,000 shares at $0.001 per share.

On January 28, 2011 the Company declared a dividend of 12 shares for every share held.  The equity statement has been restated to reflect this change.

On April 24, 2011 the Company issued 384,615 shares at $1.30 per share, for $500,000 cash.

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

9 Months Ended

Apr. 30, 2012

Notes to Financial Statements

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The financial statements of the Company have been prepared in accordance with accounting- principles generally accepted in the United States of America. Because a precise determination of many assets and liabilities is dependent upon future events, the preparation of financial statements for a period necessarily involves the use of estimates, which have been made using careful judgment. Actual results may vary from these estimates.

The financial statements have, in management's opinion, been properly prepared within the framework of the significant accounting policies summarized below:

Foreign Currency Translation

Monetary assets and liabilities denominated in foreign currencies are translated into US dollars at the period end exchange rate, non-monetary assets are translated at historical exchange rates and all income and expenses are translated at average exchange rates prevailing during the period. Foreign currency translation adjustments are included in income.

Fair Value of Financial Instruments

The respective carrying value of certain on-balance sheet financial instruments approximate their fair values. These financial statements include cash, receivables, advances receivable, cheques issued in excess of cash, accounts payable and property obligations payable. Unless otherwise noted, it is management's opinion that the Company is not exposed to significant interest, currency or credit risks arising from these financial instruments. Unless otherwise noted, fair values were assumed to approximate carrying values for these financial instruments since they are short term in nature and their carrying amounts approximate fair values or they are receivable or payable on demand.

Use of Estimates

The preparation of financial statements in accordance with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at (ASC) Topic 915 Development Stage Entities for its characterization of the Company as development stage.

Development Stage Company

The Company complies with the FASB Accounting Standards Codification (ASC) Topic 915 Development Stage Entities for its characterization of the Company as development stage.

Impairment of Long Lived Assets

Long-lived assets are reviewed for impairment in accordance with ASC Topic 360, "Accounting for the Impairment or Disposal of Long- lived that their carrying amounts may not be recoverable. An impairment charge is recognized or the amount, if any, which the carrying value of the asset of the asset exceeds the fair value.

The intangible asset is the construction of the Web site, and as yet is not in use, so no amortization has been considered.

Financial Instruments

The carrying value of the Company's financial instruments consisting of cash equivalents and accounts payable and accrued liabilities approximates their fair value because of the short maturity of these instruments. Unless otherwise noted, it is management's opinion that the Company is not exposed to significant interest, currency or credit risks arising from these financial instruments.

Income Taxes

The Company uses the assets and liability method of accounting for income taxes in accordance with FASB Topic 740 "Accounting for Income Taxes". Under this method, 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.

Basic and Diluted Net Loss Per Share

In accordance with FASB Topic 260, "Earnings Per Share', the basic net loss per common share is computed by dividing net loss available to common stockholders by the weighted average number of common shares outstanding. Diluted net loss per common share is computed similar to basic net 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. As at April 30, 2012, diluted net loss per share is equivalent to basic net loss per share.

New Accounting Standards

Management does not believe that any recently issued, but not yet effective accounting standards if currently adopted could have a material effect on the accompanying financial statements.

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CONDENSED BALANCE SHEETS (USD $)	Apr. 30, 2012	Jul. 31, 2011
CURRENT ASSETS
Cash	$ 49	$ 217,802
Loan Receivable	70,000	70,000
TOTAL CURRENT ASSETS	70,049	287,802
Intangible Assets	108,427	50,179
Long-term Loan Receivable	62,100	0
TOTAL ASSETS	240,576	337,981
CURRENT LIABILITIES
Accounts payable and accrued liabilities	50,200	15,390
Loans from Related Party	10,990	15,839
TOTAL CURRENT LIABILITIES	61,190	31,229
STOCKHOLDERS' EQUITY (DEFICIT)
Capital stock Authorized 75,000,000 shares of common stock, $0.001 par value, Issued and outstanding 68,634,615 at April 30, 2012 (and at July 31, 2011) common shares	68,635	68,635
Additional Paid-in Capital	460,865	460,865
Deficit accumulated during the developmental stage	(350,114)	(222,748)
TOTAL STOCKHOLDERS' EQUITY/(DEFICIT)	179,386	306,752
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY/(DEFICIT)	$ 240,576	$ 337,981

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CONDENSED STATEMENTS OF CASH FLOWS (Unaudited) (USD $)	9 Months Ended		69 Months Ended
	Apr. 30, 2012	Apr. 30, 2011	Apr. 30, 2012
Operating Activities
Net loss	$ (127,366)	$ (4,400)	$ (350,114)
Adjustment to reconcile net loss to net cash used in operating activities
Short Term Receivable	0	0	(70,000)
(Increase) decrease in prepaid expenses	0	0	0
Increase (decrease) in accrued expenses	34,810	4,200	50,200
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES	(92,556)	(200)	(369,914)
INVESTING ACTIVITIES
Long Term Receivable	(62,100)	0	(62,100)
Loan to Related Party	(4,849)	(50,000)	10,990
Intangible assets	(58,248)	0	(108,427)
NET CASH PROVIDED BY INVESTING ACTIVITIES	(125,197)	(50,000)	(240,527)
FINANCING ACTIVITIES
Proceeds from sale of common stock	0	385	68,635
Additional Paid in Capital	0	499,615	460,865
Loan from related party	0	(16)	15,839
NET CASH PROVIDED BY FINANCING ACTIVITIES	0	499,984	545,339
NET INCREASE (DECREASE) IN CASH	(217,752)	449,784	49
CASH, BEGINNING OF PERIOD	217,802	216
CASH, END OF PERIOD	49	450,000	49
Supplemental cash flow information and noncash financing activities:
Cash paid for Interest	0	0	0
Cash paid for Income taxes	$ 0	$ 0	$ 0

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NATURE OF OPERATIONS AND BASIS OF PRESENTATION

9 Months Ended

Apr. 30, 2012

Notes to Financial Statements

NATURE OF OPERATIONS AND BASIS OF PRESENTATION

NOTE 1 – NATURE OF OPERATIONS AND BASIS OF PRESENTATION

Avatar Ventures Corp. was incorporated on August 14, 2006, under the laws of the State of Nevada, U.S.A.  Operations started on that date.

Avatar Ventures Corp. is a company that is commencing operations as a developer of aftermarket electronic accessories for motor vehicles. The Company's first product in development is a cellular phone car adapter which enables to cellular text messages and wireless emails to be displayed on a small LCD screen attached to the car's dashboard area. Text message and emails received by the user's cellular phone will be wirelessly transmitted to the car adapter via Bluetooth technology.

These financial statements have been prepared on a going concern basis. The Company has accumulated a deficit of $350,114 since inception and has yet to achieve profitable operations and further losses are anticipated in the development of its business, raising achieve profitable operations and further substantial doubt about the Company's ability to continue as a going concern. Its ability to continue as a going concern is dependent upon the ability of the Company to generate profitable operations in the future and/or to obtain the necessary financing to meet its the future obligations and repay its liabilities arising from normal business operations when they come due. Management plans to continue to provide for its working capital needs by seeking loans from its shareholders. These financial statements do not include any adjustments to the recoverability and classification of assets, or the amount and classification of liabilities that may be necessary should the Company be unable to continue as a going concern.

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CONDENSED BALANCE SHEETS (Parenthetical) (USD $)	Apr. 30, 2012	Jul. 31, 2011
Stockholders' Equity
Common stock, par value	$ 0.001	$ 0.001
Common stock, authorized shares	75,000,000	75,000,000
Common stock, issued shares	68,634,615	68,634,615
Common stock, outstanding shares	68,634,615	68,634,615

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Document and Entity Information	9 Months Ended
	Apr. 30, 2012	Jun. 14, 2012
Document And Entity Information
Entity Registrant Name	Avatar Ventures Corp.
Entity Central Index Key	0001416299
Document Type	10-Q
Document Period End Date	Apr. 30, 2012
Amendment Flag	false
Current Fiscal Year End Date	--07-31
Is Entity a Well-known Seasoned Issuer?	No
Is Entity a Voluntary Filer?	No
Is Entity's Reporting Status Current?	Yes
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		68,634,615
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2012

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CONDENSED STATEMENTS OF OPERATIONS (Unaudited) (USD $)	3 Months Ended		9 Months Ended		69 Months Ended
	Apr. 30, 2012	Apr. 30, 2011	Apr. 30, 2012	Apr. 30, 2011	Apr. 30, 2012
REVENUE
Revenues	$ 0	$ 0	$ 0	$ 0	$ 0
Total Revenues	0	0	0	0	0
Expenses
Office and general	23,662	200	139,965	200	278,722
Professional Fees	(20,499)	4,200	(12,599)	4,200	71,392
Total Expenses	3,163	4,400	127,366	4,400	350,114
Provision for Income Tax	0	0	0	0	0
Net Loss, Before Income tax	$ (3,163)	$ (4,400)	$ (127,366)	$ (4,400)	$ (350,114)
BASIC AND DILUTED LOSS PER COMMON SHARE	$ 0	$ 0	$ 0	$ 0
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING	68,634,615	68,250,000	68,634,615	91,000,000

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STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) (Unaudited) (USD $)	Common Stock	Additional Paid-In Capital	Deficit accumulated during the development stage	Total
Beginning Balance, amount at Aug. 13, 2006	$ 0	$ 0	$ 0	$ 0
Beginning Balance, shares at Aug. 13, 2006	0
Common stock issued for cash at $0.001 per share on July 21, 2007, Shares	58,500,000
Common stock issued for cash at $0.001 per share on July 21, 2007, Value	58,500	(54,000)		4,500
Net loss			(600)	(600)
Ending Balance, amount at Jul. 31, 2007	58,500	(54,000)	(600)	3,900
Ending Balance, shares at Jul. 31, 2007	58,500,000
Common stock issued for cash at $0.001 per share on May 20, 2008, Shares	32,500,000
Common stock issued for cash at $0.001 per share on May 20, 2008, Value	32,500	(7,500)		25,000
Net loss			(36,237)	(36,237)
Ending Balance, amount at Jul. 31, 2008	91,000	(61,500)	(36,837)	(7,337)
Ending Balance, shares at Jul. 31, 2008	91,000,000
Net loss			(7,521)	(7,521)
Ending Balance, amount at Jul. 31, 2009	91,000	(61,500)	(44,358)	(14,858)
Ending Balance, shares at Jul. 31, 2009	91,000,000
Net loss			(6,831)	(6,831)
Ending Balance, amount at Jul. 31, 2010	91,000	(61,500)	(51,189)	(21,689)
Beginning Balance, shares at Jul. 31, 2010	91,000,000
Company shares cancelled on on January 28, 2011, Shares	(22,750,000)
Company shares cancelled on on January 28, 2011, Value	(22,750)	22,750		0
Common stock issued for cash at $1.30 per share on April 24, 2011, Shares	384,615
Common stock issued for cash at $1.30 per share on April 24, 2011, Value	385	499,615		500,000
Net loss			(171,560)	(171,560)
Ending Balance, amount at Jul. 31, 2011	68,635	460,865	(222,749)	306,752
Ending Balance, shares at Jul. 31, 2011	68,634,615
Net loss			(127,366)	(127,366)
Ending Balance, amount at Apr. 30, 2012	$ 68,635	$ 460,865	$ (350,114)	$ 179,386
Ending Balance, shares at Apr. 30, 2012	68,634,615

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RELATED PARTY TRANSACTIONS

9 Months Ended

Apr. 30, 2012

Notes to Financial Statements

RELATED PARTY TRANSACTIONS

4. RELATED PARTY TRANSACTIONS

The Company's sole officer has loaned the company $10,990 without interest and fixed term of repayment. The Company paid the President $25,500 in management fees during the nine months to April 30, 2012

The Company has loaned the amount of $132,100 to a related party called App Marketing Solutions of which $70,000 is short term (see below).  The loan is unsecured, bears no interest and repayment is due as follows:

$70,000 on April 29, 2013

$15,000 on September 19, 2013

$17,100 on October 13, 2013

$30,000 on July 30, 2013

On March 5, 2012 Mr. Jack Stevenson resigned as President and Director, and was replaced by Mr. Voltaire Gomez.