UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                    FORM S-8
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1934


                            Avalon Gold Corporation
             (Exact name of Registrant as specified in its charter)

            Nevada                                   88-0195105
(State or other jurisdiction of             (IRS Employer Identification
incorporation or organization)                 Identification number)

                         1288 Alberni Street, Suite 806
                            Vancouver, B.C.  V6E 4N5
                                 (604) 664-0484
   (Address, including zip code, and telephone numbers, including area code)
===============================================================================
<table>
<caption>
 <s>                              <c>                 <c>                    <c>                  <c>

                        CALCULATION OF REGISTRATION FEE

Title of Securities             Amount to be    Proposed maximum        Proposed maximum        Amount of
to be registered                registered      Offering price per      aggregate offering      registration fee
                                (1)             share (2)               price (2)
--------------------         ---------------         ------                  ----------            -----------
Common stock (1)               2,500,000             $ 0.08                  $ 200,000               $ 25.34
                             ===============         =======                 ==========            ===========

</table>


(1). This Registration Statement shall also cover any additional shares of
Common Stock which become issuable under the Plan being registered pursuant to
this Registration Statement by reason of any stock dividend, stock split,
recapitalization or any other similar transaction effected without the receipt
of consideration which results in an increase in the number of the Registrant's
outstanding shares of Common Stock.

(2). This estimate is made pursuant to Rule 457 (c) and (h) under the Securities
Act, solely for the purposes of determining the registration fee based on the
average of the bid and asked prices of the Registrant's Shares as reported on
the OTC Bulletin Board on May 24, 2004.


ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents filed with the Securities and Exchange Commission ("the
Commission") are hereby incorporated by reference:

1. The registrant's Annual Report on Form 10-KSB for the fiscal year ended
December 31, 2003. 2. The registrant's amended Annual Report on Form 10-KSB/A
for the fiscal year ended December 31, 2003.

3. The registrant's Quarterly Report on Form 10-QSB for the quarter ended March
31, 2004

All other documents subsequently filed by the Registrant pursuant to Sections 13
(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, prior to the
filing of a post-effective amendment which indicates that all securities offered
hereby have been sold or which deregisters all securities then remaining unsold,
shall be deemed to be incorporated by reference herein and to be a part hereof
from the date of filing of such documents.

Any statement contained in a document incorporated or deemed incorporated herein
by reference shall be deemed to be modifies or superseded for the purpose of
this Registration Statement to the extent that a statement contained herein or
in any subsequently filed document which also is, or deemed to be, incorporated
herein by reference modifies or supersedes such statement.  Any statement so
modified or superseded, shall not be deemed except as so modified or superseded,
to constitute a part of this Registration Statement.

ITEM 4. DESCRIPTION OF SECURITIES.        Not Applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. Not Applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Nevada law permits a company to indemnify its directors and officers, except for
any act of dishonest.  Avalon Gold Corporation has provided in its By-Laws that
the directors and officers of Avalon Gold Corporation will be indemnified and
secured harmless to the full extent permitted by law out of the assets of Avalon
Gold Corporation from and against all actions, costs, chares, losses, damages
and expenses incurred by reason of any act done, concurred in or omitted in or
about the execution of their duties or supposed duties, other than in the case
of any fraud or dishonesty.  In addition, Avalon Gold Corporation has provided
in its By-Laws that each shareholder of Avalon Gold Corporation agrees to waive
any claim or right of action, individually or in the right of Avalon Gold
Corporation against any director or officer of 2Uonline.com. Inc.on account of
any action taken by such director or officer.

Nevada law also permits Avalon Gold Corporation to purchase insurance for the
benefit of its directors and officers against any liability incurred by them for
the failure to exercise the requisite care, diligence and skill in the exercise
of their power and the discharge of their duties, or indemnifying them in
respect of any loss arising or liability incurred by them by reason of
negligence, default, breach of duty or breach of trust.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.    Not Applicable.


ITEM 8. EXHIBIT
5.1   Opinion of Michael S. Krome, P.C.
23.2  Consent of Dale, Matheson,Carr-Hilton, Labonte Chartered Accountants
24.2  Consent of Michael S. Krome, P.C.(included in exhibit 5.1)



ITEM 9. UNDERTAKINGS.

The undersigned Registrant hereby undertakes:

(1) to file, during any period in which offers of sales are being made a post
effective amendment to this registration statement to include any material
information with respect to the plan of distribution not previously disclosed in
the registration statement or any material change to such information in the
registration statement.

(2) That, for purposes of determining any liability under the Securities Act,
each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be he initial bona fide offering
thereof; and

(3) To remove from registration by means of post-effective amendment any of the
securities being registered which remain unsold at the termination of the
offering.

The undersigned Registrant hereby undertakes that, for the purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in the registration statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

Insofar as the indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and it is, therefore,
unenforceable.  In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer, or controlling person of the Registrant in a
successful defense of any action, suit or proceeding) is asserted by such
director, officer, or controlling person in connection with securities being
registered hereunder, the Registrant will, unless in the opinion of counsel the
question has already been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question of whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.

SIGNATURES

Pursuant to the requirement of the Securities Act of 1934, the Registrant,
Avalon Gold Corporation, a Corporation organized and existing under the laws of
the State of Nevada, certifies that it has reasonable ground to believe that it
meets all the requirements for filing on Forms S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized in the city of Bellingham, State of Washington on this 25th day
of May, 2004.

                                                        Avalon Gold Corporation

                                                        /s/ Robert Waters
                                                        ------------------------
                                                        Robert Waters, President
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UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                    FORM S-8
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1934

                            Avalon Gold Corporation
             (Exact name of Registrant as specified in its charter)

            Nevada                                   88-0195105
(State or other jurisdiction of             (IRS Employer Identification
incorporation or organization)                 Identification number)

                         1288 Alberni Street, Suite 806
                            Vancouver, B.C.  V6E 4N5
                                 (604) 664-0484
   (Address, including zip code, and telephone numbers, including area code)
===============================================================================
CALCULATION OF REGISTRATION FEE

Title of Securities             Amount to be    Proposed maximum        Proposed maximum        Amount of
to be registered                registered      Offering price per      aggregate offering      registration fee
                                (1)             share (2)               price (2)
--------------------         ---------------         ------                  ----------            -----------
Common stock (1)               2,500,000             $ 0.08                  $ 200,000               $ 25.34
                             ===============         =======                 ==========            ===========
(1). This Registration Statement shall also cover any additional shares of
Common Stock which become issuable under the Plan being registered pursuant to
this Registration Statement by reason of any stock dividend, stock split,
recapitalization or any other similar transaction effected without the receipt
of consideration which results in an increase in the number of the Registrant's
outstanding shares of Common Stock.

(2). This estimate is made pursuant to Rule 457 (c) and (h) under the Securities
Act, solely for the purposes of determining the registration fee based on the
average of the bid and asked prices of the Registrant's Shares as reported on
the OTC Bulletin Board on May 24, 2004.

ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents filed with the Securities and Exchange Commission ("the
Commission") are hereby incorporated by reference:

1. The registrant's Annual Report on Form 10-KSB for the fiscal year ended
December 31, 2003. 2. The registrant's amended Annual Report on Form 10-KSB/A
for the fiscal year ended December 31, 2003.

3. The registrant's Quarterly Report on Form 10-QSB for the quarter ended March
31, 2004

All other documents subsequently filed by the Registrant pursuant to Sections 13
(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, prior to the
filing of a post-effective amendment which indicates that all securities offered
hereby have been sold or which deregisters all securities then remaining unsold,
shall be deemed to be incorporated by reference herein and to be a part hereof
from the date of filing of such documents.

Any statement contained in a document incorporated or deemed incorporated herein
by reference shall be deemed to be modifies or superseded for the purpose of
this Registration Statement to the extent that a statement contained herein or
in any subsequently filed document which also is, or deemed to be, incorporated
herein by reference modifies or supersedes such statement.  Any statement so
modified or superseded, shall not be deemed except as so modified or superseded,
to constitute a part of this Registration Statement.

ITEM 4. DESCRIPTION OF SECURITIES.        Not Applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. Not Applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Nevada law permits a company to indemnify its directors and officers, except for
any act of dishonest.  Avalon Gold Corporation has provided in its By-Laws that
the directors and officers of Avalon Gold Corporation will be indemnified and
secured harmless to the full extent permitted by law out of the assets of Avalon
Gold Corporation from and against all actions, costs, chares, losses, damages
and expenses incurred by reason of any act done, concurred in or omitted in or
about the execution of their duties or supposed duties, other than in the case
of any fraud or dishonesty.  In addition, Avalon Gold Corporation has provided
in its By-Laws that each shareholder of Avalon Gold Corporation agrees to waive
any claim or right of action, individually or in the right of Avalon Gold
Corporation against any director or officer of 2Uonline.com. Inc.on account of
any action taken by such director or officer.

Nevada law also permits Avalon Gold Corporation to purchase insurance for the
benefit of its directors and officers against any liability incurred by them for
the failure to exercise the requisite care, diligence and skill in the exercise
of their power and the discharge of their duties, or indemnifying them in
respect of any loss arising or liability incurred by them by reason of
negligence, default, breach of duty or breach of trust.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.    Not Applicable.

ITEM 8. EXHIBIT
5.1   Opinion of Michael S. Krome, P.C.
23.2  Consent of Dale, Matheson,Carr-Hilton, Labonte Chartered Accountants
24.2  Consent of Michael S. Krome, P.C.(included in exhibit 5.1)

ITEM 9. UNDERTAKINGS.

The undersigned Registrant hereby undertakes:

(1) to file, during any period in which offers of sales are being made a post
effective amendment to this registration statement to include any material
information with respect to the plan of distribution not previously disclosed in
the registration statement or any material change to such information in the
registration statement.

(2) That, for purposes of determining any liability under the Securities Act,
each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be he initial bona fide offering
thereof; and

(3) To remove from registration by means of post-effective amendment any of the
securities being registered which remain unsold at the termination of the
offering.

The undersigned Registrant hereby undertakes that, for the purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in the registration statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

Insofar as the indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and it is, therefore,
unenforceable.  In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer, or controlling person of the Registrant in a
successful defense of any action, suit or proceeding) is asserted by such
director, officer, or controlling person in connection with securities being
registered hereunder, the Registrant will, unless in the opinion of counsel the
question has already been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question of whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.

SIGNATURES

Pursuant to the requirement of the Securities Act of 1934, the Registrant,
Avalon Gold Corporation, a Corporation organized and existing under the laws of
the State of Nevada, certifies that it has reasonable ground to believe that it
meets all the requirements for filing on Forms S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized in the city of Bellingham, State of Washington on this 25th day
of May, 2004.

                                                        Avalon Gold Corporation

                                                        /s/ Robert Waters
                                                        ------------------------
                                                        Robert Waters, President