U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Act of 1934

Date of Report (Date of earliest event reported): ~~April~~November 2116, 2010

AVANI INTERNATIONAL GROUP INC.

(Name of Small Business Issuer in its charter)

Nevada 000-23319 88-0367866

(State of Commission File No. (I.R.S. Employer

Incorporation) I.D. Number)

108-2419 Bellevue Ave. West Vancouver, B.C. V7V 4T4 Canada

(Address of principal executive offices) (Zip Code)

Registrant's telephone number (604)-913 2386

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant

under any of the following provisions (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 54.~~01.~~02 ~~Change~~Non-Reliance inof ~~Control~~Previously ofIssued ~~Registrant~~Financial Statements or a Related Audit Report or Completed Interim Review.

On ~~April~~November 216, ~~2010~~2009, ~~Robert~~as ~~Wang,~~reported by the Company’s ~~former~~under ~~President~~Form ~~and~~8-K ~~Chairman,~~filed ~~transferred~~on toNovember ~~Mr. Dennis Robinson~~12, ~~the Company’s current President and Chairman~~2009, ~~the~~it ~~1,000,000~~appointed ~~shares~~Saturna ofGroup ~~Class~~Chartered ~~A-Super~~Accountants ~~Voting~~LLP. ~~Preferred Stock of the Company~~ (“~~Preferred~~Saturna ~~Stock~~Group”), ~~previously~~located ~~held~~in byVancouver, ~~Mr.~~British ~~Wang.~~Columbia, ~~Each~~Canada ~~share~~as of the ~~Preferred~~Company’s ~~Stock~~new ~~carries~~independent ~~2,000~~accounting ~~votes on matters submitted to shareholders for voting purposes~~firm. ~~No other rights or privileges are attendant to the Preferred Stock.~~

~~The~~Due ~~following~~to ~~table~~the ~~will~~unwillingness ~~identify~~of the Company’s former auditor, asJeffrey ofTsang ~~April~~& 21Co., ~~2010~~to reissue its 2008 audit opinion, ~~after~~which ~~giving~~was ~~effect~~required to ~~the~~be ~~transfer~~included ofin the ~~Preferred~~Company’s ~~Stock~~Form as10-K ~~mentioned~~for ~~above~~2009, the ~~number~~Company ~~and~~recently ~~percentage~~engaged ofSaturna ~~outstanding~~Group ~~shares~~to ofre-audit ~~common~~its ~~stock~~2008 ~~and~~financial ~~preferred~~statements. ~~stock~~In the course of ~~the~~its ~~Company~~re-audit, ~~owned~~on byNovember ~~(i)~~16, ~~each~~2010, ~~person~~Saturna ~~known~~Group toadvised the Company’s ~~who~~Board ~~owns~~of ~~more~~Directors ~~than~~that ~~five~~the ~~percent~~Company’s ofaudited ~~the~~financial ~~outstanding~~statements ~~common~~for ~~stock,~~the ~~(ii)~~fiscal ~~each~~year ~~officer~~ended ~~and~~December ~~director~~31, ~~and~~2008 ~~(iii)~~contained ~~and~~material ~~officers~~errors ~~and~~which ~~directors~~affect ofall ~~the~~subsequent financial statement filings. The Company ashas adiscussed ~~group.~~this ~~Except~~matter aswith ~~otherwise~~Saturna ~~indicated~~Group, ~~the~~but ~~address~~did ofnot ~~each~~discuss ~~party~~these ismatters with Jeffrey Tsang & Co., due to the ~~address~~former ofauditors’ uncooperative attitude. As a result, the Company decided to restate its previously filed financial statements. The ~~following~~Company iswill ~~based~~be onamending ~~17,582,698~~its ~~and~~annual ~~1,000,000~~report ~~shares~~on ofForm ~~common~~10-K ~~stock~~for ~~and~~the ~~preferred~~year ~~stock,~~ended ~~respectively~~December 31, ~~outstanding~~2009 aswhich ofwill ~~April~~contain ~~21,~~the ~~2010,~~restated ~~except~~fiscal ~~that~~2008 ~~shares~~figures ofas ~~common~~well ~~stock~~as ~~underlying~~quarterly ~~options~~reports oron ~~warrants~~Form ~~exercisable~~10-Q ~~within~~for 60the ~~days~~quarters ofended ~~the~~March ~~date~~31, ~~hereof~~2010 ~~are~~and ~~deemed~~June to30, be2010. ~~outstanding~~The ~~for~~quarterly ~~purposes~~report ofon ~~calculating~~Form 10-Q for the ~~beneficial~~quarter ~~ownership~~ended ofSeptember ~~securities~~30, 2010 reflects all of the ~~holder~~restatements ofso ~~such~~will ~~options~~not orneed ~~warrants~~to be amended.

~~Title~~The Company is in the process of preparing restated financial statements as noted above that will be included in the amended Form 10-K and Form 10-Q filings, which are expected to be filed by December 10, 2010

~~Name~~The Company provided Saturna Group with a copy of the disclosure it is making under this Item 4.02, and ~~Address~~has requested that Saturna Group furnish to the Company as promptly as possible a letter addressed to the Securities and Exchange Commission stating whether Saturna Group agrees with the statements made in this Item 4.02 and, if not, stating the respects in which it does not agree.

~~Amount~~A ~~and~~copy ~~nature~~of the letter of Saturna Group is filed as an Exhibit hereto.

~~Percent~~Item 9.01 Financial Statements and Exhibits.

of(d) ~~Class~~Exhibit 16.1 - Letter dated November 30, 2010 from the Saturna Group.

~~of Beneficial Owner~~ 2

~~Beneficial~~Pursuant ~~Ownership~~to the requirements of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

ofAvani ~~Class~~International Group, Inc.

~~Dennis~~November ~~Robinson~~30, 2010

~~Common~~/s/ ~~Stock~~Michael Cartmel

~~-0-~~Michael Cartmel

0%Chairman

~~Chairman, President,~~3

Preferred Stock

2,000,000,000(1)

100%

Principal Financial Officer,

Treasurer And Director

Jeffrey Lightfoot

Common Stock

-0-

Director

Preferred Stock

-0-

MX Power Systems, Co. Ltd.

Common Stock

2,500,000

14.2%

Preferred Stock

-0-

Chin Yen Ong

Common Stock

4,912,503

28%

106 Taman Sri Selayang

Preferred Stock

-0-

68100 Batu Caves, Selangor

Malaysia

Tee Ah Siew

Common

Stock

4,085,017

23.2%

No.6 Jalan 7,Kaw 15

Preferred Stock

-0-

Taman Seng Chai

41300 Kelang

Selangor Darul Ehsan

Malaysia

Officers and

Common Stock

-0-

Directors,

Preferred Stock

2,000,000,000(1)

100%

as a group (2 persons)

------------------------------------------------------------------------------------------------------------------------------------------------

(1). Based on 1,000,000 outstanding shares of the Company’s Class A Super Voting Preferred Stock after giving effect to the 2,000 to 1 common voting rights per share.

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

Avani International Group, Inc.

April 30, 2010

/s/ Dennis Robinson

Dennis Robinson

Chairman, President,

Principal Financial Officer

Filing Compare · AVANI INTERNATIONAL GROUP INC //