SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

x	ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Fiscal Year Ended November 30, ~~2008~~2009

¨	TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ____________ to _____________

Commission File No. 033-55254-40

LATIN AMERICAN TELECOMMUNICATIONS VENTURE COMPANY (Exact name of registrant specified in its charter)

Nevada		87-0485311
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

1981 Marcus Avenue, #C129, Lake Success, New York 11042 (Address of principal executive offices)(Zip code)

Issuer's telephone number, including area code: (516) ~~775~~448-~~7775~~4444

Securities registered pursuant to Section 12(b) of the Act:

	Title of each class		Name of each exchange on which each is registered
	None		None

Securities registered pursuant to Section 12(g) of the Act:

Common Stock, $0.001 par value (Title of Class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes ¨ No x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act.

Yes ¨ No x

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. ~~Yes x No ¨~~

Yes x No ¨

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). Yes ¨ No ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x

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 definition of “accelerated filer,” “large accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one)

Large accelerated filer ¨ Accelerated filer ¨ Non-accelerated filer ¨ 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).

Yes ~~¨ No~~ x No ¨

~~The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant on June 30, 2008 was estimated at $15,000.~~ There was no established trading market in our common equity at ~~that date. Shares~~June of30, ~~common~~2009 ~~stock~~and, therefore, ~~held~~the byaggregate ~~each~~market ~~current~~value ~~executive~~of ~~officer and~~the ~~director~~voting and bynon-voting ~~each~~common ~~person~~equity held ~~known~~ by ~~the~~non-affiliates ~~registrant to own 5% or more~~ of the ~~outstanding~~ ~~common~~registrant ~~stock~~on ~~have been excluded from this computation in~~ that ~~such persons~~date ~~may be deemed to be affiliates~~was negligible.

The number of shares of the registrant’s common stock, $0.001 par value, outstanding as of February 28, ~~2009~~2010 was 33,~~092~~700,~~500~~000.

DOCUMENTS INCORPORATED BY REFERENCE

None

TABLE OF CONTENTS

		Page
PART I
Item 1.	Business	3
Item 1A.	Risk Factors	47
Item 1B.	Unresolved Staff Comments	47
Item 2.	Properties	47
Item 3.	Legal Proceedings	57
Item 4.	~~Submission~~(Removed ofand ~~Matters to a Vote of Security Holders~~Reserved)	57
PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and ~~Issuer Purchases of Equity Securities~~	5
Item 6.	Selected Financial Data	5
	Issuer Purchases of Equity Securities	8
Item 7.	Management’s Discussion and Analysis of Financial Conditions and Results of Operations	5
Item 6.	Selected Financial Data	8
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	7
Item 7.	Management’s Discussion and Analysis of Financial Conditions and
Item 8.	Financial Statements and Supplementary Data	8
	Results of Operations	8
Item 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	8
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	10
Item 9A.	Controls and Procedures	8
Item 8.	Financial Statements and Supplementary Data	10
Item 9B.	Other Information	9
Item 9.	Changes in and Disagreements With Accountants on Accounting and
	Financial Disclosure	11
Item 9A(T).	Controls and Procedures	11
Item 9B.	Other Information	12
PART III
Item 10.	Directors, Executive Officers and Corporate Governance	912
Item 11.	Executive Compensation	1013
Item 12.	Security Ownership of Certain Beneficial Owners and Management and ~~Related Stockholder Matters~~	10
Item 13.	Certain Relationships and Related Transactions, and Director Independence	11
	Related Stockholder Matters	13
Item 14.	Principal Accountant Fees and Services	11
Item 13.	Certain Relationships and Related Transactions, and Director Independence	14
Item 14.	Principal Accountant Fees and Services	14
PART IV
Item 15.	Exhibits and Financial Statement Schedules	1215
SIGNATURES

FORWARD-LOOKING STATEMENTS

This annual report on Form 10-K contains forward-looking statements within the meaning of the federal securities laws. These forwarding-looking statements include without limitation ~~statements~~ statements regarding our expectations and beliefs about the ~~market and industry~~markets, ~~our~~ goals, plans, and expectations regarding our activities and results, our intentions and strategies, our expectations and beliefs regarding competition, competitors, the basis of competition and our ability to compete, our beliefs and expectations regarding our ability to hire and retain personnel, our beliefs regarding period to period results of operations, our expectations regarding revenues, our expectations regarding future growth and financial performance, our beliefs and expectations regarding the adequacy of our facilities, and our beliefs and expectations regarding our financial position, ability to finance operations and growth and the amount of financing necessary to support operations. ~~These~~ These statements are subject to risks and uncertainties that could cause actual results and events to differ materially. We undertake no obligation to update forward-looking statements to reflect events or circumstances occurring after the date of this annual report on Form 10-K.

As used in this annual report on Form 10-K, unless the context otherwise requires, the terms “we,” “us,” “the Company,” and “LATVCO” refer to Latin American Telecommunications Venture Company, a Nevada corporation, and its wholly-owned subsidiary.

PART I

Item 1. Business

General

Our current business plan is ~~the~~to ~~marketing~~seek and ~~sale,~~identify as a ~~distributor~~privately-held oroperating ~~representative of third~~company ~~party~~(a ~~manufacturers,~~“Target ofCompany”) ~~health~~desiring ~~and~~to ~~beauty~~become ~~care~~a ~~products,~~publicly ~~both~~held ~~branded~~company ~~and~~by combining ~~private~~with ~~label,~~us tothrough ~~consumers. We utilize~~ a ~~direct~~reverse ~~response~~merger ~~retail~~or ~~marketing~~acquisition ~~model to~~type ~~distribute~~transaction ~~product~~(a ~~lines that we represent~~“Business Combination”).

Our executive offices are located at 1981 Marcus Avenue, Suite C129, Lake Success, New York 11042 and our telephone number is (516) ~~775~~448-~~7775~~4444.

History and Organizational Structure

We were incorporated in the State of Nevada under the name Compu-Graphics, Ltd. on July 26, 1990. In December 1997, we changed our name to Latin American Telecommunications Venture Company – LATVCO. From inception through April 2007 we were a blank check company and conducted no operations other than seeking opportunities to acquire an operating business.

Effective as of April 13, 2007, we acquired all of the issued and outstanding shares of Avallon 7, Inc. (“Avallon”) in exchange for the issuance of 30,000,000 shares representing 87.5% of our outstanding common stock (the “Acquisition”). ~~Avallon~~ Avallon was formed in August 2006 to market products in the health and beauty care industry. Following the Acquisition, we adopted the business plan of Avallon and conducted ~~conduct~~ our operations exclusively through Avallon.

~~Products~~We represented multiple health and beauty care product lines as a distributor/representative of third party manufacturers utilizing a direct response retail marketing model.

AtWe ~~November 30, 2008, we were~~had ~~representing~~minimal no product ~~lines~~sales ~~but~~during ~~were~~the ~~seeking~~year toended ~~develop~~November or30, ~~acquire~~2009 ~~rights to new or complementary products that have the attributes~~ and, ~~meet~~at ~~the criteria~~November ~~that~~30, ~~we believe are necessary to our business model. In evaluating new products~~2009, wewere ~~focus~~representing onno ~~several factors including the potential market for the~~ product, ~~our~~lines ~~ability to capture market share~~ and~~/or~~ ~~expand~~had ~~that~~written ~~market,~~down ~~the extent to which we can use~~ our ~~transactional marketing advertising expertise to~~remaining ~~build~~product ~~the~~inventories ~~brand~~ and ~~create~~effectively ~~consumer~~ceased ~~demand,~~our ~~and~~operations ~~whether~~in the ~~product~~health ~~would~~and ~~ultimately~~beauty ~~lend~~care ~~itself to mass-market retail distribution~~industry.

~~We previously marketed selected health~~Affecting ~~and~~a ~~beauty~~Business care products pursuant to distribution arrangements with both Inversion Laboratories BVBA and International Manufacturers of Cosmetics CC. Both of those distribution arrangements were terminated and we have sold or written off our remaining inventories of products and no longer distribute the products of those companies.Combination

General.

A Business Combination may involve the acquisition of or merger with, a company that desires to have a class of securities registered under the Securities Exchange Act of 1934 (the “Exchange Act”), while avoiding what it may deem to be the adverse consequences of undertaking a public offering itself. These include time delays, significant expense, possible loss of voting control by the target's existing management through dilution of their ownership position and compliance with various federal and state securities laws. As more fully described below under the heading “Form of acquisition; Opportunity for stockholder approval,” the proposed structure of a Business Combination may not require that we seek stockholder approval for the transaction and holders of our common stock may not have the opportunity to vote upon a proposed Business Combination.

~~Product~~Search ~~Sales,~~for ~~Distribution~~a ~~and~~Target ~~Marketing~~Business.

~~Our~~We are ~~marketing~~currently ~~strategy~~in isthe toprocess ~~use a variety~~ of ~~direct~~identifying ~~response~~and ~~programs~~evaluating topotential ~~market~~Target ~~products~~Businesses. ~~and~~As ~~use~~described ~~distribution~~below ~~through~~in ~~mass~~more ~~retailers~~detail, ~~and~~we ~~catalogs~~have tovirtually ~~expand~~unrestricted ~~sales.~~flexibility ~~The~~in ~~direct~~identifying ~~response~~and ~~campaigns~~selecting ~~use~~prospective aacquisition ~~combination~~candidates. ofAt such ~~Internet~~time ~~media,~~as ~~print publications~~we ~~and~~affect ~~infomercial~~a ~~airings~~Business onCombination, ~~national~~if ~~cable~~ever, ~~and~~we ~~select~~may ~~broadcast~~be impacted by ~~media.~~numerous Werisks ~~plan~~inherent toin ~~develop~~the ~~advertisements~~business ~~that~~and ~~target~~operations ~~key~~of ~~demographic~~the ~~markets~~Target ~~for products~~Business. The Inrisks ~~addition,~~attendant ~~depending~~to ~~upon~~ the ~~products~~Target ~~represented,~~Business we may ~~develop one~~include ~~and~~risks ~~two-minute~~typical ~~infomercials~~of ~~that~~a financially ~~will~~unstable becompany ~~used~~or toan ~~test~~entity ~~media~~in ~~and~~its ~~for~~early ~~the initial~~stage ~~marketing~~of ~~launch~~development ~~and~~or growth, ~~may~~including ~~develop~~entities ~~28-minute~~without ~~infomercials~~established ~~that~~records ~~more~~of ~~fully demonstrate~~sales ~~products~~or toearnings. Although ~~drive~~our ~~direct~~management ~~response~~will ~~marketing~~endeavor ~~sales~~to ~~program.~~evaluate ~~Retail accounts~~the ~~will~~risks beinherent ~~targeted~~in ~~both~~a particular ~~regional~~target, ~~and~~we ~~national~~cannot ~~levels~~assure ~~depending~~you onthat ~~product roll~~we ~~out~~will ~~and~~properly ~~class~~ascertain ofor assess ~~trade~~all ~~pricing~~significant ~~strategies~~risk factors.

~~Our~~Sources ~~customer base will consist primarily~~ of ~~U.S.~~Target ~~consumers who purchase our products directly from us, retailer or consumer product catalogs~~Businesses. The direct response element may include soft and hard sell programs and continuity programs for all the products. Our retail targets may include the different classes of trade, including Chain Drug, Grocery, Mass merchants and specialty markets and clubs.

~~Order~~We intend ~~fulfillment~~to ~~has~~source ~~historically~~our target opportunities from various internal and external sources. Target candidates have been, ~~handled~~and ~~through~~we aanticipate ~~combination~~will ofcontinue ~~third~~to ~~party~~be, brought to ~~fulfillment~~our ~~providers~~attention from affiliated and ~~in-house~~unaffiliated ~~capabilities~~sources. ~~involving~~We ~~inventory~~believe ~~warehousing~~that we will be able to identify target opportunities from internal sources primarily resulting from personal contacts and relationships that our officer and director and his affiliates have developed and maintain with various professionals, ~~order~~including ~~processing~~accountants, ~~shipping~~consultants, ~~tracking~~bankers, attorneys and ~~customer~~other ~~service~~investors, as a result of formal or informal inquiries or discussions they may have, as well as attending trade shows or conventions. ~~Where~~ In no event will any of our existing ~~third~~officer, ~~party~~director ~~services~~or stockholders, or any entity with which they are ~~utilized~~affiliated, be wepaid ~~expect~~any tofinder’s ~~pay~~fee, ~~fixed~~consulting ~~fees~~fee ~~for~~or ~~those~~other compensation prior to, or for any services they render in order to effectuate, the consummation of a Business Combination.

Target Business candidates may be brought to our attention by unaffiliated sources as a result of being solicited by us through calls or mailings. These sources may also introduce us to Target Business candidates in which they believe we may have an interest. In addition, we may retain the services of agents or other representatives to identify or locate suitable targets on our behalf, though we have not engaged any such persons, to date. In the event that we retain the services of professional firms or other individuals that specialize in business acquisitions, we may pay a finder’s fee, consulting fee or other compensation to be determined in an arm’s length negotiation. We have not adopted any policies with respect to utilizing the services of consultants or advisors to assist in the identification of a Target Business, the criteria to be used in selecting such consultants or advisors, the services to be provided, the term of service, or regarding the total amount of fees that may be paid. However, because of our limited cash resources, it is likely that any such fee we agree to pay would be paid in shares of our common stock.

Selection criteria of a Target Business.

Our management will have virtually unrestricted flexibility in identifying and selecting a prospective Target Business. We have not established any specific attributes or criteria (financial or otherwise) for prospective Target Businesses. In evaluating a prospective Target Business, our management will consider, among other factors, the following:

financial condition and results of operation;

growth potential;

experience and skill of management and availability of additional personnel;

capital requirements;

competitive position;

barriers to entry in the industry;

stage of development of the products, processes or services;

degree of current or potential market acceptance of the products, processes or services;

proprietary features and degree of intellectual property or other protection of the products,processes or services;

regulatory environment of the industry; and

costs associated with effecting the Business Combination.

These criteria are not intended to be exhaustive or to in any way limit the board of director’s unrestricted discretion to enter into a Business Combination with any Target Business. Any evaluation relating to the merits of a particular Business Combination will be based, to the extent relevant, on the above factors as well as other considerations deemed relevant by our management. In evaluating a prospective Target Business, we will conduct as extensive a due diligence review of potential targets as possible given the lack of information that may be available regarding private companies, our limited personnel and financial resources and the inexperience of our management with respect to such activities. We expect that our due diligence may include, among other things, meetings with the Target Business’s incumbent management and inspection of its facilities, as well as a review of financial and other information that is made available to us. This due diligence review will be conducted by our management with the assistance of the Company's counsel and accountants, as necessary.

Our limited funds and the lack of full-time management will likely make it impracticable to conduct a complete and exhaustive investigation and analysis of a Target Business candidate before we consummate a Business Combination. Management decisions, therefore, will likely be made without detailed feasibility studies, independent analysis, market surveys and the like which, if we had more funds available to us, would be desirable. We will be particularly dependent in making decisions upon information provided by the promoters, owners, sponsors or others associated with the business opportunity seeking our participation.

The time and costs required to select and evaluate a Target Business and to structure and complete the Business Combination cannot presently be ascertained with any degree of certainty. Any costs incurred with respect to the identification and evaluation of a prospective Target Business with which a Business Combination is not ultimately completed may result in a loss to us.

Lack of diversification.

We expect that we will be able to consummate a Business Combination with only one candidate given that, among other considerations, we will not have the resources to diversify our operations and the dilution of interest to present and prospective stockholders, which is likely to occur as a result of our management's plan to offer a controlling interest to a Target Business in order to achieve a tax free reorganization, as described below, will render more than one Business Combination unlikely. Therefore, at least initially, the prospects for our success may be entirely dependent upon the future performance of a single business and we will not benefit from the possible spreading of risks or offsetting of losses. By consummating a Business Combination with a single entity, our lack of diversification may:

subject us to numerous economic, competitive and regulatory developments, any or all of which may have a substantial adverse impact upon the particular industry in which we may operate subsequent to a Business Combination, and

result in our dependency upon the development or market acceptance of a single or limited number of products, processes or services.

Limited ability to evaluate the Target Business.

Our assessment of a Target Business will be based upon discussions with management of the Target Business and a review of due diligence material relating to the Target Business available to it during the evaluation period. Any such assessment may not be accurate.

Although we intend to scrutinize the management of a prospective Target Business when evaluating the desirability of affecting a Business Combination, we cannot assure you that our assessment of the Target Business’s management will prove accurate. In addition, we cannot assure you that future management will have the necessary skills, qualifications or abilities to manage a public company. Furthermore, the future role of our management in the Target Business following a Business Combination cannot presently be stated with any certainty, though it is unlikely that our current management will continue to be associated with a Target Business with which we consummate a Business Combination, other than as stockholders.

Given our current resources, we will likely enter into a Business Combination with a privately-held company. Generally, very little public information exists about these companies and we will be required to rely on the ability of our management to obtain adequate information to evaluate the potential returns from entering into a Business Combination with such a company. If we do not uncover all material information about a Target Business prior to a Business Combination, we may not make a fully informed investment decision and we may lose money on our investments.

Form of acquisition; Opportunity for stockholder approval.

The manner in which we participate in a Business Combination will depend upon, among other things, the nature of the opportunity and the respective requirements and desires of management of our Company and of the Target Business. In addition, the structure of any Business Combination will be dispositive as to whether stockholder approval of the Business Combination is required.

Although the terms of any Business Combination cannot be predicted, it is likely that we will seek to structure a Business Combination to qualify as a tax-free transaction under the Internal Revenue Code of 1986, as amended (the "Code"). Tax free treatment of such a transaction can be accomplished, if structured correctly, either through the acquisition of all of the outstanding shares of capital stock of a Target Business or through a merger (either directly or through a wholly owned subsidiary of our Company) with a Target Business. Depending on the circumstances of any acquisition, however, we may not be able to structure a transaction in the most tax advantageous manner. Further, we cannot assure you that the Internal Revenue Service or state tax authorities will agree with our tax treatment of any transaction.

If the transaction is structured as an acquisition, we will acquire our participation in a Target Business through the acquisition of all of the outstanding shares of its capital stock in exchange for the issuance of our common stock or other securities to the security holders of the Target Business. If the transaction is structured as a statutory merger or consolidation, we would merge a Target Business with and into our Company or a wholly owned subsidiary of our Company.

Acquisition: Under Section 368(a)(1) of the Code, in order for a stock exchange transaction to qualify as a "tax free" reorganization, the holders of the stock of the target must receive a number of shares of our capital stock equal to 80% or more of the voting stock of our Company. If a transaction were structured to take advantage of these provisions rather than other "tax free" provisions provided under the Code, our existing stockholders would, in such circumstances, retain 20% or less of the total issued and outstanding shares of the surviving entity. Depending upon the relative negotiating strength of the parties, our stockholders at the time of the Business Combination may retain substantially less than 20% of the total issued and outstanding shares of our Company, which is likely in our case. This would result in substantial additional dilution to the equity of those persons who were stockholders of our Company prior to such Business Combination. As part of such a transaction, all or a majority of the Company's then management at the time may resign and new directors may be appointed without any vote by stockholders. If the Business Combination is structured as an acquisition of a Target Business's stock, our Company will not require the vote or approval of stockholders and the transaction may be accomplished in the sole determination of management.

Merger: In a merger transaction, we would merge a Target Business with and into our Company or a direct wholly-owned subsidiary. Simultaneous with the merger, we may affect a recapitalization in order to achieve a manageable float of our outstanding capital stock. However, a proposed merger transaction would require the approval of the holders of a majority of the outstanding shares of our common stock and it may necessitate calling a stockholders' meeting to obtain such approval and filings with the SEC and state agencies. The necessity to obtain stockholder approval may result in delay and additional expense in the consummation of any proposed transaction and will also give rise to certain rights to dissenting stockholders who could require that the Company purchase their shares at a price equal to the fair market value in cash.

In light of the above, management likely will seek to structure a Business Combination so as not to require stockholder approval.

In view of our status as a "shell" company, any acquisition of the stock of or the merger with an operating company would be deemed to be a "reverse acquisition" or "reverse merger."

We anticipate that the investigation of specific business opportunities and the negotiation, drafting and execution of relevant agreements, disclosure documents and other instruments will require significant management time and attention and substantial cost for accountants, attorneys and others. If a decision is made not to participate in a specific business opportunity, the costs incurred in the related investigation would not be recoverable. Furthermore, even if an agreement is reached for a Business Combination, the failure to consummate that transaction may result in the loss to the Company of the related costs incurred.

Competition

~~The~~Our ~~health~~ability ~~and~~to ~~beauty~~consummate ~~care~~a ~~products~~Business ~~market~~Combination iswill ~~highly~~be ~~competitive~~constrained by our lack of financial resources to provide to the Target Business. We ~~will~~expect that in the ~~compete~~course ~~with~~of ~~distributors~~identifying, evaluating and ~~representatives~~selecting ofa ~~competing~~Target ~~products~~Business, ~~with~~we may ~~manufacturers~~encounter ~~that~~intense ~~market~~competition ~~directly~~from ~~and~~other ~~with~~entities ~~retail~~having ~~outlets,~~a ~~many~~business ofobjective similar ~~which~~to ~~are, or~~ours. ~~will~~These ~~be,~~include ~~substantially~~blank ~~larger~~check companies that ~~are~~have weraised significant ~~and~~capital ~~have~~through ~~substantially~~sales ~~greater~~of securities registered under federal ~~resources. We~~securities ~~attempt~~laws that have a business plan similar to ~~seek~~ours ~~distribution~~and ~~relationships~~consequently possess ~~based~~a onsignificant competitive advantage over our Company both from a ~~quality~~financial and ~~price~~personnel ofperspective. ~~products~~Additionally, ~~and~~we tomay ~~distinguish~~be ~~our~~subject ~~products~~to competition from other entities having a business objective similar to ours, ~~competing~~including ~~health~~venture capital firms, leveraged buyout firms and ~~beauty~~operating ~~care~~businesses looking ~~products~~to byexpand ~~marketing~~their ~~any~~operations through acquisitions. Many of ~~our~~these ~~products’~~entities ~~specific~~are ~~unique~~well ~~features~~established, possess significant capital and ~~benefits~~have ~~that~~extensive ~~are~~experience identifying ~~backed~~and byaffecting ~~scientific~~business ~~studies~~combinations ~~and~~directly or through affiliates. ~~validated~~Moreover, bynearly ~~before-and-after~~all of these competitors possess greater technical, human and other ~~user~~resources ~~testimonials~~than us. We ~~also~~In ~~may~~addition, ~~use~~we will experience competition from other amodestly ~~value-oriented~~capitalized ~~pricing~~shell ~~strategy~~companies tothat ~~position~~are ~~products~~seeking ~~versus~~to ~~other~~enter ~~products~~into business ~~currently~~combinations onwith ~~the~~targets ~~market~~similar to those we expect to pursue.

~~Pricing~~While we believe there may be numerous potential target candidates with which we could affect a Business Combination, our ability to compete in affecting a Business Combination with prime candidates will be limited by our lack of financial resources. This inherent competitive limitation gives others an advantage in pursuing the acquisition of the most attractive Target Businesses.

~~Subject~~If we tosucceed ~~specific~~in ~~terms~~affecting ona ~~which~~Business weCombination, ~~may~~there ~~obtain~~will ~~product~~be, ~~distribution~~in ~~rights,~~all ~~our~~likelihood, ~~pricing~~intense ~~strategy~~competition isfrom tocompetitors ~~position~~of ~~our~~the ~~products~~Target ~~competitively~~Business. ~~with~~We ~~competing~~cannot apprise ~~products~~you ~~taking~~of ~~into~~any ~~account~~of ~~our~~these ~~products’~~risks ~~unique~~nor ~~and~~can ~~differentiated~~we ~~features and~~assure ~~benefits. We~~you ~~anticipate~~ that, ~~many~~subsequent ofto ~~the~~a ~~products~~Business Combination, we ~~distribute~~ will, ashave athe ~~condition~~resources ofor ~~our~~ability ~~distribution~~to ~~rights, impose certain minimum product~~compete ~~pricing~~effectively.

Employees

As of March 1, ~~2009~~2010, we had no full-time employees and members of management provided services on an as needed basis. None of our employees are covered by a a collective bargaining agreement. We believe we have good relations with our employees.

Item 1A. Risk Factors

Not applicable.

Item 1B. Unresolved Staff Comments

Not applicable

Item 2. Properties

We do not presently maintain any physical facilities but members of management provide use of office space in Lake Success, New York on an as needed basis. Management anticipates that our available space will be sufficient for the foreseeable future. We may, however, be required to seek additional space or comparable services for warehousing and order fulfillment based on products that we may represent in the future.

Item 3. Legal Proceedings

We may from time to time be a party to lawsuits incidental to our business. As of March 1, ~~2009~~2010, we were not aware of any current, pending, or threatened litigation or proceedings that could have a material adverse effect on our results of operations, cash flows or ~~financial~~ financial condition.

Item 4. ~~Submission~~(Removed ofand ~~Matters to a Vote of Security Holders~~Reserved)

Not applicable

PART II

Item 5.

Market For Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Market Information

Our common stock is quoted on the OTC Bulletin Board (“OTCBB”) under the symbol “~~LTTV~~LTTVE.” Trading in our common stock is sporadic and there is no established trading market.

At March 1, 2009, the last sales price of the common stock on the OTCBB was $0.05.

Holders

As of March 1, ~~2009~~2010, there were approximately ~~363~~356 record holders of our common stock.

Dividends

We have not paid any dividends on our common stock in the past and the payment of future cash dividends will depend upon, among other things, our financial condition, funds from operations, the level of our capital and development expenditures, our future business prospects, contractual restrictions and any other factors considered relevant by the Board of Directors.

Item 6.

Selected Financial Data

Not applicable.

~~Item7~~Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Overview

~~Since~~From our acquisition of Avallon 7, Inc. in April 2007 through early 2009, our operations were ~~have been~~ focused on development and execution of the business of Avallon 7.

Through Avallon 7 ~~was~~ ~~created~~we inmarketed ~~August 2006 to market~~ and ~~sell~~sold health and beauty care products, both branded and private label, to consumers. Weutilizing ~~believe~~a ~~that~~direct the market for health and beauty care products offers opportunities for new and unique products, with their efficacy backed by scientific clinical work and before-and-after testimonials. We are positioning our business to ~~fill~~consumer ~~the demand for these types of product by using an integrated direct response and~~ retail marketing model. ~~Management~~By ~~seeks~~early ~~to identify new innovative health and beauty care products~~2009, ~~negotiate~~we ~~exclusive~~had ~~distribution~~sold ~~rights,~~off ~~and~~or ~~use~~written ~~proven direct~~off ~~response~~all ~~marketing~~of ~~tools~~our ~~such as television infomercials, print~~remaining ~~advertising~~inventory and ~~e-commerce~~had toeffective ~~bring~~terminated the ~~products~~operations toof ~~market~~Avallon 7.

~~Our core~~At ~~competency~~November ~~and~~30, ~~focus~~2009, iswe ~~selling~~had ~~and~~effectively ~~marketing~~altered ~~strategies~~our ~~for~~business ~~health~~plan ~~and~~to ~~beauty care products. Our initial~~ focus ~~was the identification of suitable products,~~on ~~negotiation~~efforts ofto ~~acceptable~~seek ~~distribution~~ and ~~fulfillment~~identify ~~agreements and development of~~ a ~~marketing~~privately-held ~~strategy~~operating ~~for~~company ~~those~~(a ~~products. To that end,~~“Target weCompany”) ~~entered~~desiring ~~into two separate exclusive distribution agreement pursuant~~ to ~~which were~~become ~~granted~~a ~~exclusive~~publicly ~~territorial~~held ~~marketing~~company ~~rights~~by ~~for~~combining ~~the~~with ~~product~~us through ~~lines~~a ofreverse ~~two manufacturers~~merger ofor ~~health~~acquisition ~~and~~type ~~beauty~~transaction ~~care~~(a ~~products~~“Business Combination”).

5Plan of Operations

InWe are ~~February~~currently ~~2007,~~in wethe ~~began~~process ~~marketing~~of ~~our~~evaluating ~~first~~and ~~product~~identifying bytargets ~~purchasing~~for ~~national~~a ~~media~~Business ~~airtime~~Combination. toWe ~~broadcast~~are anot ~~short~~presently ~~form~~engaged ~~television~~in, ~~infomercial~~and ~~that~~will ~~was~~not ~~produced specifically~~engage ~~for~~in, ~~the product. Management found the initial results to be~~any ~~promising~~substantive ~~and~~commercial ~~planned~~business tountil ~~expand~~we ~~the~~consummate ~~frequency~~a ~~of the infomercial~~Business ~~broadcasts~~Combination.

~~Despite~~Our ~~the~~management ~~initial~~has ~~favorable~~broad ~~marketing~~discretion ~~results~~with ~~enjoyed,~~respect ~~both~~to ofidentifying ~~our~~and ~~initial~~selecting a ~~distribution~~prospective ~~agreements~~Target Business. We have ~~been~~not ~~terminated~~established ~~and,~~any ~~during~~specific ~~2008,~~attributes or criteria (financial or otherwise) for prospective Target Businesses. We cannot assure you that we ~~focused~~will onbe successful in our efforts to identify a Target ~~selling~~Business ~~the~~and ~~remaining~~consummate ~~inventory~~a ofBusiness ~~products~~Combination ~~held. All~~or ~~unsold~~that any business with which ~~inventory~~we ~~has~~consummate ~~been~~a ~~written~~Business ~~off.~~Combination will be successful

AtWe expect ~~November~~that ~~30,~~in ~~2008~~connection with any Business Combination, we ~~were~~will ~~actively~~issue ~~seeking~~a ~~opportunities~~significant number of shares of our common stock (equal to ~~distribute~~at ~~health and~~least ~~beauty~~80% ~~care~~of ~~products~~the ~~that~~total ~~meet~~number of ~~our~~shares ~~criteria~~outstanding ~~with~~after agiving ~~view~~effect to ~~rolling~~the ~~out~~transaction, ain order to ensure ~~direct~~that ~~marketing~~Business ~~program~~Combination toqualifies ~~both~~as ~~U.S.~~a ~~markets~~“tax ~~and~~free” ~~international~~transaction under federal ~~markets~~tax laws). The issuance of additional shares of our capital stock:

will significantly reduce the equity interest of our stockholders as of the date of the transaction; and

will cause a change in likely result in the resignation or removal of our management as of the date of the transaction.

Our management anticipates that the Company likely will be able to affect only one Business Combination, due primarily to our financial resources and the dilution of interest for present and prospective stockholders, which is likely to occur as a result of our management's plan to offer a controlling interest to a Target Business in order to achieve a tax free reorganization. This lack of diversification should be considered a substantial risk in investing in us, because it will not permit us to offset potential losses from one venture against potential gains from another.

Results of Operations

Sales Revenues

Our sales revenues totaled $5636,~~228~~239 during the year ended November 30, ~~2008~~2009, a 6735.75% decrease from sales of $~~173~~56,~~922~~228 during the prior fiscal year. The decrease in sales revenues was ~~primarily~~ primarily attributable to the ~~lack~~sale of ~~funding to support~~ our ~~marketing~~remaining ~~efforts~~ inventory and ~~the~~effective termination of ~~our distribution agreements which left us with no product~~ ~~line under~~ our ~~representation~~health atand ~~year-end. During~~beauty ~~fiscal~~care ~~2008~~products wemarketing ~~sold or~~and ~~wrote off all remaining product inventory we had on hand. Until we~~distribution ~~make suitable arrangements to distribute other product lines, we have no immediately foreseeable sales revenue~~operations.

Until we complete a Business Combination or commence other business operations, we have no immediately foreseeable sales revenue.

Cost of Sales

Our cost of sales totaled $~~35,968,~~0 ~~or 63.9% of sales,~~ for the year ended November 30, ~~2008~~2009, anas ~~83.6%~~compared ~~decrease~~to ~~from cost of sales of~~ $~~219~~35,~~840,~~968 ~~or 126.4% of sales,~~ during the prior fiscal year. The decrease in cost of sales was primarily attributable to ~~lower~~ ~~sales~~the ~~volumes~~write ~~and~~down of our inventory ~~write-downs~~ during fiscal ~~2007~~2008.

Operating Expenses

Our operating expenses totaled $~~102~~27,~~994~~594 during the year ended November 30, ~~2008~~2009, ana 84decrease of 73.02% ~~decrease~~ from ~~operating expenses of~~ $~~643~~102,~~149~~ 994 during the prior fiscal year. The decrease in operating expenses was attributable to a combination of (1) atermination ~~95%~~of ~~decline~~our in media advertising expense, ~~(2)~~which aaccounted ~~72%~~for ~~decline~~$11,699 induring ~~selling,~~the ~~general~~prior ~~and administrative~~fiscal ~~expenses~~year, and (2) ~~the incurrence of $87,700 of non-recurring~~a ~~merger expense during the prior year~~69. ~~The~~8% ~~declines~~decline in ~~media advertising~~selling, general and ~~SG&A~~administrative ~~expense~~expenses ~~reflects~~attributable ~~the lack of funding~~ to ~~support our~~ ~~marketing~~winding ~~plans~~down ~~and termination~~ of our ~~distribution~~health ~~agreements~~ and ~~sell~~beauty ~~down~~care ~~of product~~products ~~inventory and the resulting reduction in scale of~~marketing operations.

Until we complete a Business Combination or commence other business operations, our operating expenses are expected to be limited to basis costs of maintaining our minimal business functions, including costs of compliance with reporting requirements with the SEC and costs associated with seeking out candidates for a Business Combination.

Interest Income (Expense), Net

During the year ended November 30, ~~2008~~2009, we reported interest expense of $83,~~059~~620 as compared to ~~net~~ interest ~~income of~~expense of $38,~~606~~059 during the prior fiscal year. ~~The adverse change in net interest was attributable to the reductions in our cash balances and notes receivable held.~~

Liquidity and Capital Resources

Liquidity and Capital Resources.

At November 30, ~~2008~~2009, we had no cash and a working capital deficit of $~~102~~97,~~172~~176 compared to ano cash ~~balance of $8,530~~ and a working capital deficit of $~~158~~102,~~115~~172 at November 30, ~~2007~~2008. The ~~increase~~ decrease in working capital deficit during the period was ~~primarily~~ attributable to the ~~conversion~~ sale of ~~$146,736~~inventory items ofthat ~~loans~~had topreviously ~~10,830,000~~been ~~shares~~written off and the use of ~~common~~proceeds to reduce ~~stock~~accounts payable.

Cash Flows.

Operations used cash during fiscal ~~2008~~2009 totaling $666,~~061~~949 as compared to $~~624~~66,~~640~~061 of cash used by operations during ~~fiscal~~ ~~2007~~fiscal 2008. The change in operating cash flows was ~~principally~~ attributable to the ~~larger~~ loss incurred during fiscal ~~2007~~2008.

Investing activities provided $30,000 during fiscal 2008 ~~compared to $12,288 used during fiscal 2007~~. The funds provided by investing activities during fiscal 2008 were attributable to the receipt of funds from a ~~note~~ ~~receivable. Funds used in investing activities during fiscal 2007 were attributable to the purchase of a~~ note receivable. inWe ~~the~~had ~~amount~~no ofcash ~~$200,000 partially~~flows ~~offset~~from byinvesting ~~repayments~~activities onduring ~~that note and release of funds from escrow~~fiscal ~~from Avallon~~2009.

Financing activities provided $276,~~531~~949 during fiscal ~~2008,~~2009 consisting of loans from affiliates ~~partially offset by repayments of affiliate loans~~. Financing activities provided $3927,~~306~~531 during fiscal ~~2007~~2008, ~~consisting~~ consisting of ~~$25,000 from the sale of common stock and~~ loans from affiliates of partially offset by repayments of affiliate loans.

Settlement of Note Receivable and Equity Transactions

In December 2006, we loaned $200,000 to an unaffiliated company. The note receivable with respect to that loan accrued interest at 7% per annum and was due in full on April 1, 2007 and included a right on our part to convert that note, in part or in whole, into shares of common stock of the borrower. In June 2007, the borrower made a partial payment of $20,000 on the note and in February 2008, we entered into a settlement with the borrower pursuant to which the borrower paid to us $30,000 and surrendered to us 12,037,500 shares of common stock in full payment of the note.

During fiscal 2008, we entered into a separate settlement agreement with Goli Shares, LLC, an affiliate of the Company, whereby we agreed to issue 10,830,000 of the shares received in settlement of the note receivable in settlement of loans totaling $146,736 and to cancel the remaining 1,207,500 shares received in the settlement.

Long-Term Liabilities.

At November 30, ~~2008~~2009, we had no long-term liabilities.

Capital Expenditures and Commitments.

During fiscal ~~2008~~2009, we made no capital expenditures. At November 30, ~~2008~~2009 we had no commitments to make capital expenditures and had no contractual obligations with fixed payments.

Capital Requirements

~~Our~~We ~~ability~~currently tohave ~~achieve~~no acash ~~profitable~~on ~~level~~hand ofand ~~operations depends in large upon the overall market acceptance of our products. There can be~~ no ~~assurance~~revenue ~~that~~producing ~~we will achieve profitable~~ operations. ~~We currently have no cash on hand~~ and are dependent upon our officers and shareholders to provide funding to support operations for the foreseeable future. InThere ~~order~~can tobe ~~effectively~~no ~~commence~~assurance ~~the marketing of any new products~~ that weour officers ~~may~~and ~~represent,~~shareholders it will be ~~necessary~~willing ~~for affiliated~~or ~~shareholders~~able to continue to fund ~~those efforts and it may be~~our ~~necessary~~operating tocosts ~~seek~~or ~~additional financing from outside investors. There can be no assurance~~ that we will be able to secure additional debt or equity financing from third parties or that such financing will be available on favorable terms.

~~The~~Our independent ~~auditor’s~~auditors, in their report on our November 30, ~~2008~~2009 financial ~~statements~~ statements included in this Form 10-K, states that our company is experiencing difficulty in generating sufficient cash flow to meet its obligations and sustain its operations, which raises substantial doubt about its ability to continue as a going concern.

Off-Balance Sheet Arrangements

We had no off-balance sheet arrangements or guarantees of third party obligations at November 30, ~~2008~~2009.

Inflation

We believe that inflation has not had a significant impact on our operations since inception.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Not applicable.

Item 8. Financial Statements and Supplementary Data

Our financial statements appear immediately after the signature page of this report. See “Index to ~~Financial~~ Financial Statements” on page 1317 of this report.

Item 9.

Changes in and Disagreements With Accountants on Accounting and Financial Disclosure

Previously disclosed. See Form 8-K, filed ~~May~~April 510, ~~2008~~2009.

Item 9A(T). Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Under the supervision and the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation as of November 30, ~~2008~~2009 of the effectiveness of the design and operation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934, as amended. Based on this evaluation, our principal executive officer and our principal financial officer concluded that our disclosure controls and procedures were effective as of November 30, ~~2008~~2009.

Management’s Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as that term is defined in Exchange Act Rule 13a-15(f). Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of our financial statements for external reporting purposes in accordance with generally accepted accounting principles (“GAAP”). Our internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect our transactions and dispositions of our assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of our financial statements in accordance with GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our financial statements.

Internal control over financial reporting cannot provide absolute assurance of achieving financial reporting objectives because of its inherent limitations. Internal control over financial reporting is a process that involves human diligence and compliance and is subject to lapses in judgment and breakdowns resulting from human failures. Internal control over financial reporting also can be circumvented by collusion or improper management override. Because of such limitations, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk. In addition, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.

In order to evaluate the effectiveness of our internal control over financial reporting as of November 30, ~~2008~~2009, as required by Section 404 of the Sarbanes-Oxley Act of 2002, our management conducted an assessment, including testing, based on the criteria set forth in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (the “COSO Framework”). A material weakness is a control deficiency, or a combination of control deficiencies, that results in more than a remote likelihood that a material misstatement of our annual or interim financial statements will not be prevented or detected. Based on our assessment of those criteria, management believes that the company maintained effective internal controls over financial reporting as of November 30, ~~2008~~ 2009.

This annual report does not include an attestation report of the company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the company’s registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the company to provide only management’s report in this annual report.

Changes in Internal Control over Financial Reporting

No change in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934) occurred during the fourth quarter of fiscal ~~2008~~2009 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Item 9B. Other Information

Not applicable

PART III

Item 10.

Directors, Executive Officers and Corporate Governance

Executive Officers and Directors

The following table sets forth the names, ages and offices of the present executive officers and directors of the Company. The periods during which such persons have served in such capacities are indicated in the description of business experience of such persons below.

Name	Age	Position
David Bakhshi	4748	President, Chief Executive Officer and Director
Thomas Calabro	6162	Chief Financial Officer and Director

The following is a biographical summary of the business experience of the present directors and executive officers of the Company:

David Bakhshi has served as our President, Chief Executive Officer and Director since the acquisition of Avallon in April 2007. Mr. Bakhski founded Avallon and has served as President and Director of Avallon since inception in August 2006 and as president of Ameritrust Mortgage Bankers, Inc., a firm specializing in marketing residential mortgage products, for over a decade.

Thomas Calabro has served as our Chief Financial Officer and a Director since April 13, 2007. Since 2006, Mr. Calabro has served as Director of Operations for Ameritrust Mortgage Bankers, Inc. Previously, Mr. Calabro was senior vice president, residential lending for USA Bank in 2006. From 1997 to 2006, Mr. Calabro served as Vice President and had a broad range of operational responsibilities for USA Mortgage Bankers of America, Inc.

The Company’s directors serve for a term of one year or until their successors are elected by the shareholders. The Company’s executive officers are elected by our board of directors and serve terms of one year or until their death, resignation or removal by the board of directors.

There are no family relationships among our officers or directors.

None of our officers or directors are, or have been, party to any legal proceedings of the nature described in Regulation S-K Item 401(f).

Board Committees

The Company does not currently maintain any committees of its board of directors and, accordingly, has no audit committee financial expert.

Compliance with Section 16(a) of Exchange Act

Under the securities laws of the United States, our directors, executive officers, and any person holding more than ten percent of our Common Stock are required to report their initial ownership of common stock and any subsequent changes in that ownership to the Securities and Exchange Commission. Specific due dates for these reports have been established and we are required to disclose any failure to file by these dates during fiscal year ~~2008~~2009. To our knowledge, all of the filing requirements were satisfied on a timely basis in fiscal year ~~2008~~2009. In making these disclosures, we relied solely on copies of reports filed with the SEC.

Code of Ethics

Due to the small size of our company and management team and board, we have not yet adopted a Code of Ethics. We intend to adopt a Code of Ethics, as well as a Code of Business Ethics for our CEO and Senior Financial Officers, at such time as the scope of our operations merit such.

Item 11.

Executive Compensation

We paid no compensation of any nature to any of our executive officers or directors during the year ended November 30, ~~2008~~2009 or any of the three years then ended.

Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The following table sets forth information as of March 91, ~~2009~~2010, based on information obtained from the persons named below, with respect to the beneficial ownership of shares of our common stock held by (i) each person known by us to be the owner of more than 5% of the outstanding shares of our common stock, (ii) each director, (iii) each named executive officer, and (iv) all executive officers and directors as a group:

Name and Address of Beneficial Owner (1)	Number of Shares Beneficially Owned (2)		Percentage of Class
David Bakhshi		5,055,000		15.30	%
Victoria Movtady (3)		910,~~360~~830,000		2832.31	%
Aaron Movtady (4)		6,255,000		18.96	%
Vista Consulting (5)		1,700,000		5.10	%
Thomas Calabro		600,000		1.8	%
All directors and officers as a group (2 persons)		5,655,000		1816.18	%

(1) Unless otherwise indicated, each beneficial owner has both sole voting and sole investment power with respect to the shares beneficially owned by such person, entity or group. The number of shares shown as beneficially owned include all options, warrants and convertible securities held by such person, entity or group that are exercisable or convertible within 60 days of March 91, ~~2009~~2010. Unless otherwise noted, the address of each 5% shareholder is 1981 Marcus Avenue, #C129, Lake Success, New York.

(2)

The percentages of beneficial ownership as to each person, entity or group assume the exercise or conversion of all options, warrants and convertible securities held by such person, entity or group which are exercisable or convertible within 60 days, but not the exercise or conversion of options, warrants and convertible securities held by others shown in the table.

(3) Includes ~~(i) 1~~10,~~470~~830,000 shares held by ~~Victoria Movtady as custodian for Lawrence Movtady, (ii) 1,470,000 shares held by Victoria Movtady as custodian for Arieh Movtady, and (iii) 6,420,000 shares held by~~ Goli Shares LLC. Victoria Movtady holds voting and dispositive rights with respect to all shares held by Goli Shares LLC. The ownership rights to all shares indicated as held by Victoria Movtady were acquired pursuant to the terms of a settlement agreement and transfer of the shares of record remains pending. Mrs. Movtady and family may be deemed to control the company.

(4)	Includes 1,200,000 shares held directly by Mr. Movtady and 5,055,000 shares held by Havemeyer Ave, LLC over which Mr. Movtady holds voting and dispositive rights.

(5)	To the Company’s knowledge, Michael Reed holds voting and dispositive rights with respect to shares held of record by Vista Consulting.

Item 13.

Certain Relationships and Related Transactions, and Director Independence

During fiscal years ~~2007~~2008 and ~~2008~~2009, family members, and entities controlled by family members, of Victoria Movtady, and Ameritrust Mortgage Company, an entity controlled by David Bakhshi and Thomas Calabro, the principal officers of the company, loaned to us funds to support our operations.

At November 30, ~~2008~~2009, $2122,~~530~~698 was owed to Paul Maroof, a shareholder of the company and member of the family of Victoria Movtady, and $3538,~~899~~751 was owed to Ameritrust Mortgage Company. Those loans are unsecured, bear interest at 7% per annum and have no definitive payment terms.

AtIn ~~November~~February 302008, ~~2007,~~ $20146,~~127~~736 ~~was~~of ~~owed~~loans tofrom ~~Mr.~~Goli ~~Maroof and $161~~Shares,~~112~~ ~~was~~LLC ~~owed~~were toconverted ~~Goli~~into ~~Shares~~10, ~~LLC~~830,000 ashares ~~company~~of ~~controlled~~our bycommon ~~Victoria Movtady~~stock. ~~The loan from~~ Goli Shares, LLC ~~accrued interest~~is atcontrolled ~~16%~~by ~~and the loan from Mr. Maroof accrued interest at~~Victoria 7%Movtady. ~~The loans were unsecured and had no other definitive payment terms.~~

In February 2008, $146,736 of the loans from Goli Shares, LLC were converted into 10,830,000 shares of our common stock. In March 2008, the balance of that loan was repaid in cash.

Item 14.

Principal Accountant Fees and Services

The following table presents fees billed for professional services rendered by our principal accountants for the audit of our annual financial statements for the years ended November 30, 2008 and ~~2007~~2009 and fees billed for other services rendered by that firm during those periods.

	2008		~~2007~~2009
Audit fees (1)	$	10,000	$	103,000
Audit related fees		-		-4,500
Tax fees		-		-250
All other fees		-		-
Total	$	10,000	$	107,~~000~~750

(1)

Audit fees consist of fees billed for professional services rendered for the audit of our consolidated annual financial statements and review of the interim consolidated financial statements included in quarterly reports and services that are normally provided by in connection with statutory and regulatory filings or engagements.

We do not maintain an Audit Committee. The policy of our board is to pre-approve all audit and non-audit services provided by the independent auditors.

1114

PART IV

Item 15.

Exhibits and Financial Statement Schedules

1. Financial statements. See “Index to Financial Statements” on page 1317 of this report.

2. Exhibits

Exhibit		Incorporated by Reference			Filed
Number	Exhibit Description	Form	Date	Number	Herewith
2.1	Share Exchange Agreement, dated April 13, 2007, by and among Latin American Telecommunications Venture Company – LATVCO, Avallon 7, Inc., and the stockholders of Avallon 7, Inc.	8-K	4/13/07	2.1
3.1	Amended and Restated Articles of Incorporation	8-K	12/5/97	3.1
3.2	Certificate of Decrease and Increase in Authorized Shares	8-K	12/5/97	3.2
3.3	Amended Bylaws	8-K	12/5/97	3.3
31.1	Section 302 Certification of CEO				X
31.2	Section 302 Certification of CFO				X
32.1	Section 906 Certification of CEO				X
32.2	Section 906 Certification of CFO				X

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	LATIN AMERICAN TELECOMMUNICATIONS
Dated: March 26, 2009	VENTURE COMPANY – LATVCO
Dated: April 14, 2010	VENTURE COMPANY – LATVCO
	By:	/s/ David ~~Bakhski~~Bakhshi
		David Bakhski
		President

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature	Title	Date
/s/ David Bakhski	Chairman, Chief Executive Officer, President	March 26, 2009
/s/ David Bakhshi	Chairman, Chief Executive Officer, President	April 14, 2010
David Bakhshi	And Director (Principal Executive Officer)
/s/ Thomas Calabro	Chief Financial Officer and Director	~~March~~April 2614, ~~2009~~2010
Thomas Calabro	(Principal Financial Officer

1216

LATIN AMERICAN TELECOMMUNICATIONS VENTURE COMPANY – LATVCO

INDEX TO FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm		F-1
Consolidated Balance Sheets as of November 30, 2008 and 2007		F-2
Consolidated Balance Sheets as of November 30, 2009 and 2008		F-2
Consolidated Statements of Losses For the Years ended November 30, 2008 and 2007		F-3
Consolidated Statements of Losses For the Years ended November 30, 2009 and 2008		F-3
Consolidated Statements of Stockholders’ Equity (Deficiency) for the Years ended
Consolidated Statements of Stockholders’ Equity (Deficiency) for the Years ended November 30, 2009 and 2008		F-4
November 30, 2008 and 2007		F-4
Consolidated Statements of Cash Flows For the Years Ended November 30, 2009 and 2008		F-5
Consolidated Statements of Cash Flows For the Years Ended November 30, 2008 and 2007		F-5
Notes to Consolidated Financial Statements		F-6

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

~~The~~To ~~Board~~the Board of Directors ~~and Stockholders~~

Latin American Telecommunications Venture Company -– LATVCO.

We have audited the accompanying consolidated balance sheets of Latin American Telecommunications Venture Company -– LATVCO., as of November 30, ~~2008~~2009 and ~~2007~~ ~~and~~ the related consolidated statements of losses, stockholders'’ equity (deficiency) and cash flows for ~~each of~~ the ~~two~~year ~~years~~then ~~in the period~~ ended ~~December 31, 2008~~. These consolidated financial statements are the responsibility of the Company'’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audit. The financial statements of Latin American Telecommunications Venture Company – LATVCO as of November 30, 2008, were audited by other auditors whose report, dated March 24, 2009, on those statements included an explanatory paragraph regarding the company’s ability to continue as a going concern.

We conducted our ~~audit~~audits in accordance with the standards of the Public Company ~~Accounting~~ Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial ~~statements~~statement ~~are~~is free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial ~~statements~~ statement. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our ~~audit~~audits ~~and the report of other auditors~~ provide a reasonable basis ~~for~~ for our opinion.

In our opinion, based on our audit, ~~and~~ the ~~report of other auditors, such~~ consolidated financial statements present fairly, in all material respects, the financial position of Latin American Telecommunications Venture Company -– LATVCO. as of November 30, ~~2008~~2009 and ~~2007 and~~ the results of its operations and its cash flows for ~~each of~~ the ~~two~~year ~~years~~then ~~in the period~~ ended ~~December 31, 2008,~~ in ~~conformity~~ conformity with accounting principles generally accepted in the United ~~States~~State of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 97 to the ~~consolidated~~ consolidated financial statements, the Company does not have assets or sources of revenue, which raises substantial doubt about its ability to continue as a going concern. Management'’s plans regarding those matters also are described in Note 97. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

~~Thomas~~FRUMKIN, ~~Leger~~LUKIN & ~~Co.~~ZAIDMAN CPAs’, ~~L.L.~~P.C.

~~March 24,~~Rockville ~~2009~~Centre, New York

~~Houston~~March 4, ~~Texas~~2010

F-1

LATIN ~~AMERICAN~~ AMERICAN TELECOMMUNICATIONS ~~VENTURE~~VENURE COMPANY –- LATVCO

CONSOLIDATED BALANCE SHEETS

AS OF NOVEMBER 30, ~~2008~~2009 AND NOVEMBER ~~2007~~30, 2008

	2008			2007
	November 30,			November 30,
	2009			2008
	(Audited)			(Audited)
ASSETS
Current assets:
Current Assets:
Cash and cash equivalents	$	-		$	~~8,530~~-
Accounts receivable		-			3,461
Inventory (Note 2)		-			-
Inventory (Note 3)		-			35,969
TOTAL ASSETS	$	-		$	-
Note receivable (Note 4)		-			30,000
Total current assets		-			77,960
Total assets	$	-		$	77,960
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)
Current liabilities:
Current Liabilities:
Loans payable - related parties (Note 6)	$	54,500		$	173,705
Loans payable - related parties (Note 3)	$	61,449		$	54,500
Accounts payable and accrued expenses		4735,~~672~~727			6247,~~370~~672
Total current liabilities		102,172			236,075
Total Current Liabilities		97,176			102,172
Commitments and contingencies (Note 9)		-			-
Commitments and contingencies (Note 7)		-			-
Stockholders' equity (deficiency) (Note 7):
Stockholders' Equity (Deficit) (Note 4):
Common stock		3341,~~093~~860			3433,~~300~~093
Treasury stock		-			~~163,106~~-
Paid-in capital		702,367			717,530
Paid-in-capital		693,600			702,367
Accumulated deficit		(~~837~~832,~~632~~636	)		(~~746~~837,~~839~~632	)
Total stockholders' equity (deficiency)		(102,172	)		(158,115	)
Total Deficiency Stockholders' Equity		(97,176	)		(102,172	)
Total liabilities and stockholders' equity (deficiency)	$	-		$	~~77,960~~-

The accompanying notes are an integral part of these audited consolidated financial statements.

F-2

LATIN ~~AMERICAN~~ AMERICAN TELECOMMUNICATIONS ~~VENTURE~~ COMPANY –- LATVCO

CONSOLIDATED AUDITED ~~STATEMENT~~STATEMENTS OF LOSSES

FOR THE ~~YEARS~~ YEAR ENDED NOVEMBER 30, 2009 ~~2008~~ AND ~~2007~~2008

	Year Ended November 30, 2008			Year Ended November 30, 2007
	For Year			For Year
Net sales	$	56,228		$	173,922
	Ended			Ended
Cost of sales		35,968			219,840
	November 30,			November 30,
Gross profit (loss)		20,260			( 45,918	)
	2009			2008
Net sales	$	36,239		$	56,228
Cost of sales		-			35,968
Gross profit (loss)		36,239			20,260
Operating expenses:
Media advertising		~~11,699~~-			~~225~~11,~~607~~699
Other selling, general and administrative		9127,~~295~~594			~~329~~91,~~842~~295
Merger expense		-			87,700
Total operating expenses		27,594			102,994
Total operating expenses		102,994			643,149
Loss from operations		8,645			(82,734	)
Loss from operations		(82,734	)		(689,067	)
Other income (expense):
Interest expense		(83,~~059~~620	)		(98,~~739~~059	)
Interest income		-			13,345
Total other (expense) income		(3,620	)		(8,059	)
Total other (expense) income		(8,059	)		3,606
Net loss before income taxes		5,025			(90,793	)
Net loss before income taxes		(90,793	)		(685,461	)
Provisions from income tax		29			-
Provisions from income tax		-			-
Net Income (Loss)	$	4,996		$	(90,793	)
Net loss	$	(90,793	)	$	(685,461	)
Net loss per common share (basic and diluted)	$	0.0001		$	(0.0027	)
Net loss per common share (basic and diluted)	$	(0.00	)	$	(0.02	)
Weighted average of common shares outstanding		37,476,500			33,382,828
Weighted average of common shares outstanding		33,382,828			33,680,548

The accompanying notes are an integral part of these ~~consolidated~~audited ~~financial~~condensed consolidated financial statements.

F-3

LATIN AMERICAN TELECOMMUNICATIONS VENTURE COMPANY –- LATVCO.

CONSOLIDATED ~~STATEMENT~~STATEMENTS OF DEFICIENCY IN STOCKHOLDERS' EQUITY ~~(DEFICIENCY)~~

FOR ~~THE~~ THE YEARS ENDED NOVEMBER 30, ~~2008~~2009 AND ~~2007~~2008

	Number of Shares of Common Stock			Common Stock Amount			Treasury Stock			Additional Paid in Capital			Subscription Receivable			Accumulated Deficit			Total
										Additional
Balance at November 30, 2006		100,000,000		$	10,000		$	-		$	740,130		$	(25,000	)	$	(61,378	)	$	663,752
	Common Stock						Treasury			Paid in			Accumulated
Collection of subscription		-			-			-						25,000						25,000
	Shares			Amount			Stock			Capital			Deficit			Total
Shares returned in reverse merger on April 13, 2007		(100,000,000	)		(10,000	)		-			10,000									-
Balance at December 1, 2007		34,300,000		$	34,300		$	(163,106	)	$	717,530		$	(746,839	)	$	(158,115	)
Shares issued in reverse merger on April 13,2007		32,600,000			32,600			-			(32,600	)								-
Treasury shares issued to repay loan payable - related party (Note 4)		-			-			146,736			-			-			146,736
Shares issued at $0.001 to consultant for services		1,700,000			1,700			-												1,700
Cancellation of treasury shares		(1,207,500	)		(1,207	)		16,370			(15,163	)		-			-
Acquisition of treasury shares		-			-			(163,106	)								-			(163,106	)
Net loss		-			-			-			-			(90,793	)		(90,793	)
Net loss		-			-						-			-			(685,461	)		(685,461	)
Balance at November 30, 2008		33,092,500		$	33,093		$	-		$	702,367		$	(837,632	)	$	(102,172	)
Balance at November 30, 2007		34,300,000		$	34,300		$	(163,106	)	$	717,530		$	-		$	(746,839	)	$	158,115
Issuance of shares		10,830,000			10,830						(10,830	)
Treasury shares issued to repay loan payable – related party (Note 4)		-			-			146,736			-			-			-			146,736
Cancellation of shares		(2,062,500	)		(2,063	)					2,063
Cancellation of treasury shares		(1,207,500	)		(1,207	)		16,370			(15,163	)		-			-			-
Net income		-			-			-			-			4,996			4,996
Net loss		-			-			-			-			-			(90,793	)		(90,793	)
Balance at November 30, 2009		41,860,000		$	41,860		$	-		$	693,600		$	(832,636	)	$	(97,176	)
Balance at November 30, 2008		33,092,500		$	33,093		$	-		$	702,367		$	-		$	(837,632	)	$	(102,172	)

The accompanying notes are an integral part of these audited consolidated financial statements.

F-4

LATIN ~~AMERICAN~~ AMERICAN TELECOMMUNICATIONS VENTURE COMPANY –- LATVCO

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED NOVEMBER 30, ~~2008~~2009 AND ~~2007~~2008

	Year Ended November 30, 2008			Year Ended November 30, 2007
	November 30,			November 30,
Cash flows from operating activities:
	2009			2008
Net loss	$	(90,793	)	$	(685,461	)
Cash Flows From Operating Activities:
Net Income (loss)	$	4,996		$	(90,793	)
Adjustments to reconcile net loss to net cash used in operating activities:
Inventory obsolescence charge		~~18,138~~-			~~148~~18,~~078~~138
Issuance of common stock for services		-			1,700
Interest income debited to note receivable		-			(5,819	)
Interest expense credited to note payable		-			7,533
Changes in operating assets and liabilities:
Decrease (increase) in accounts receivable		~~3,461~~-			(3,461	)
Decrease (increase) in inventory		~~17,831~~-			~~(151~~17,~~046~~831	)
Decrease in prepaid expenses		-			~~9,000~~-
(Decrease) increase in accounts payable		(1411,~~698~~945	)		54(14,~~836~~698	)
Cash used in operating activities		(666,~~061~~949	)		(~~624~~66,~~640~~061	)
Cash flows from investing activities:
Purchase of note receivable		-			(200,000	)
Proceeds from repayment of note receivable					30,000
Proceeds from repayment of note receivable		30,000			12,712
Cash provided by (used in) investing activities		-			30,000
Payments held in escrow for business acquisition		-			175,000
Cash provided by (used in) investing activities		30,000			(12,288	)
Cash flows from financing activities:
Proceeds from loans payable – related parties		34,500			181,500
Proceeds from loans payable - related parties		6,949			34,500
Repayments of loans payable – related parties		(6,969	)		(167,194	)
Repayments of loans payable - related parties		-			(6,969	)
Proceeds from issuance of common stock		-			25,000
Cash provided by financing activities		6,949			27,531
Cash provided by financing activities		27,531			39,306
Decrease in cash and cash equivalents		-			(8,530	)
Decrease in cash and cash equivalents		(8,530	)		(597,622	)
Cash and cash equivalents: beginning of year		-			8,530
Cash and cash equivalents: beginning of year		8,530			606,152
Cash and cash equivalents end of year	$	-		$	-
Cash and cash equivalents: end of year	$	2,205		$	8,530
Supplemental Disclosure of Cash Flow Information:
Cash paid for interest	$	~~12,576~~-		$	212,~~205~~576
Cash paid for taxes		-			-
Supplemental Disclosure of Noncash Transactions:
Repayment of loan payable – related party with Treasury Stock	$	146,736		$	-
Repayment of loan payable - related party with Treasury Stock	$	-		$	146,736
Retirement of Treasury Stock	$	~~16,370~~-		$	-16,370

The accompanying notes are an integral part of these audited consolidated financial statements.

F-5

LATIN AMERICAN TELECOMMUNICATIONS VENTURE COMPANY – LATVCO

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED NOVEMBER 30, ~~2008~~2009 AND ~~2007~~2008

~~Note~~ NOTE 1. SUMMARY ~~Summary~~OF ofSIGNIFICANT ~~Significant~~ACCOUNTING ~~Accounting Policies~~POLICIES

~~Business~~Nature ~~and Basis~~ of ~~Presentation~~Business:

Latin American Telecommunications Venture Company - LATVCO. (~~the~~The "“Company~~", "Registrant"~~” or "“LATVCO"”), is incorporated under the laws of the ~~State~~state of Nevada. The Company, through its wholly- owned subsidiary, Avallon 7, Inc. ("“Avallon"”) designs, develops, imports and distributes health and beauty care products to ~~Internet~~internet and mass market retailers, general merchandisers and directly to consumers through direct response marketing campaigns. ~~We purchase our products from unaffiliated manufacturers most of which are located in Europe, South Africa, the People's Republic of China and the United States.~~

~~The consolidated~~Basis ~~financial statements include the accounts~~ of ~~the Registrant and its~~ wholly-owned subsidiary, Avallon. All significant inter-company transactions and balances have been eliminated in consolidation. Avallon 7, Inc. (the "Company") was incorporated under the laws of the state of Nevada on August 8, 2006.Presentation:

The ~~Company~~consolidated ~~has~~financial ~~adopted~~statements ainclude ~~fiscal~~the ~~year~~accounts ~~end~~ of ~~November~~LATVCO 30and its fully-owned subsidiary, Avallon. All significant inter-company transactions and balances have been eliminated in consolidation.

Revenue Recognition:

For revenue from product sales, the Company recognizes revenue in accordance with Staff Accounting Bulletin No. 104, Revenue Recognition ("“SAB104"”), which superseded Staff Accounting Bulletin No. 101, Revenue Recognition in Financial Statements ("“SAB101"”). SAB 101 requires that four basic criteria must be met before revenue can be recognized: (1) persuasive evidence of an ~~arrangement~~ arrangement exists; (2) delivery has occurred; (3) the selling price is fixed ~~and~~ and determinable; and (4) collectibility is reasonably assured. Determination of criteria (3) and (4) are based on managements’ ~~management's~~ judgments regarding the fixed nature of the selling prices of the products delivered and the ~~collectibility~~collectability of those amounts. Provisions for discounts and rebates to customers, estimated returns and allowances, and other adjustments are provided for in the same period the related sales are recorded. The Company defers any revenue for which the product was not delivered or is subject to refund until such time that the Company and the customer jointly determine that the product has been delivered or no refund will be required.

~~SAB 104~~Provisions ~~incorporates~~for ~~Emerging~~discounts ~~Issues~~and ~~Task~~rebates ~~Force~~to ~~00-21~~customers, ~~("EITF~~estimated ~~00-21"), Multiple-deliverable~~returns ~~Revenue~~and ~~Arrangements.~~allowances, ~~EITF~~and other ~~00-21~~adjustments ~~addresses~~are ~~accounting~~provided for ~~arrangements~~ ~~that~~in ~~may~~the ~~involve~~same period the ~~delivery~~related orsales ~~performance~~are recorded. The ofCompany ~~multiple~~defers ~~products,~~any revenue for which the product was ~~services~~not ~~and/~~delivered or ~~rights~~is subject to ~~use~~refund ~~assets.~~until ~~The~~such ~~effect~~time ofthat ~~implementing~~the ~~EITF~~Company ~~00-21~~and on the customer ~~Company's~~jointly ~~financial~~determine ~~position~~that ~~and~~the ~~results~~product ofhas ~~operations~~been ~~was~~delivered ~~not~~or no refund will ~~significant~~be required.

~~Cash~~SAB 104 incorporates Emerging Issues Task Force 00-21 (“EITF 00-21”), Multiple-deliverable Revenue Arrangements. EITF 00-21 addresses accounting for arrangements that may involve the delivery or performance of multiple products, services and/or ~~Cash~~rights to use assets. The effect ~~Equivalents~~of implementing EITF 00-21 on the Company’s financial position and results of operations was not significant.

~~For~~Allowance ~~purposes~~for ofDoubtful reporting the statement of cash flows, the Company considers all cash accounts, which are not subject to withdrawal restrictions, and all highly liquid debt instruments purchased with an original maturity of three months or less to be cash equivalents. The Company places its cash and temporary cash investments with high credit quality institutions.Accounts:

~~Allowance~~The Company maintains an allowance for ~~Doubtful~~doubtful accounts equal to the estimated ~~Accounts~~uncollectible amounts. The company’s estimate is based on historical collection experience and review of the current status of the accounts receivable.

The Company maintains an allowance for doubtful accounts receivable to reduce amounts to their estimated realizable value. In estimating the provision for doubtful accounts, the company considers a number of factors including age of the accounts receivable, trends and ratios involving the age of the accounts receivable and the customer mix of each aging categories. There were no allowances established at November 30, 2008.

Concentration of Credit Risk

Financial instruments and related items, which potentially subject the Company to concentrations of credit risk, consist primarily of cash, cash equivalents and trade receivables.

F-6

LATIN ~~AMERICAN~~ AMERICAN TELECOMMUNICATIONS VENTURE COMPANY -– LATVCO

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED NOVEMBER 30, ~~2008~~2009 AND ~~2007~~2008

~~Note~~ NOTE 1. SUMMARY ~~Summary~~OF ofSIGNIFICANT ~~Significant~~ACCOUNTING ~~Accounting~~POLICIES ~~Policies (continued)~~- Continued

~~Inventories~~Use ~~/ Cost~~ of ~~Goods~~ ~~Sold~~Estimates:

The ~~Company~~preparation ~~has adopted a policy to record inventory at the lower~~ of ~~cost~~financial orstatements ~~market determined by the first-~~in~~-first-out~~ ~~method.~~conformity ~~The~~with ~~elements~~generally ~~of cost that comprise~~accepted ~~inventory~~accounting ~~and~~principles ~~cost~~requires ~~good~~management ~~sold~~to ~~are~~make ~~FOB~~estimates ~~shipping~~and ~~point~~assumptions ~~costs, freight and~~that ~~destination~~affect ~~charges,~~certain ~~customs~~reported ~~and~~amounts ~~importation fees~~ and ~~taxes,~~disclosures ~~customer broker fees (if any) and other related costs~~accordingly. ~~Warehousing~~Actual ~~costs are changed to cost of~~results ~~goods~~could indiffer ~~the~~from ~~period~~these ~~the costs are incurred. The Company provides inventory allowances based on~~ estimates ~~of obsolete inventories~~. ~~Inventories consist of finished products available for sale to distributors and customers.~~

~~Income~~Cash ~~Taxes~~Equivalents:

~~The~~For ~~Company~~purposes ~~has adopted Financial Accounting Standards No. 109 ("SFAS 109") which requires the recognition~~ of ~~deferred tax liabilities and assets for~~ the ~~expected future~~Statement ~~tax consequences~~ of ~~events~~Cash ~~that~~Flows, ~~have been included in~~ the ~~financial statement~~Company orconsiders ~~tax~~all ~~returns.~~highly ~~Under this method, deferred tax liabilities and assets~~liquid ~~are~~debt ~~determined~~instrument ~~based~~purchases onwith ~~the~~a ~~difference~~maturity ~~between~~time ~~financial statements and the tax basis~~ of ~~assets~~three ~~and~~months ~~liabilities~~or ~~using~~less ~~enacted tax rates in effect for the year in which the differences are expected~~ to ~~reverse. Temporary differences between~~be ~~taxable~~cash ~~income reported for financial reporting purposes and income tax purposes are insignificant~~equivalents.

~~Advertising~~Income ~~Costs~~Taxes:

The Company ~~follows~~accounts ~~SOP~~for ~~93-7~~income ~~whereby~~taxes ~~charging~~using the ~~costs~~liability ofmethod ~~advertising~~under towhich deferred ~~expenses~~tax assets and liabilities are determined based upon the differences asbetween ~~incurred. The~~financial ~~Company~~statements ~~incurred$11,699~~carrying amounts and ~~$225,607~~the intax ~~advertising~~basis of existing ~~costs~~assets ~~for~~and liabilities. During the ~~years~~ periods ended November 30, ~~2008~~2009 and ~~2007~~November 30, 2008 there were no material differences that required deferred tax asset or liability.

~~Use of Accounting~~Advertising ~~Estimates~~Costs:

The ~~preparation~~Company ofexpenses ~~financial~~advertising ~~statements~~costs inas ~~conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of certain assets and liabilities and disclosures~~incurred. ~~Accordingly,~~ The ~~the~~company ~~actual~~has ~~amounts could differ from those estimates. Any~~not ~~adjustments~~incurred ~~applied~~advertising tocosts ~~estimate~~for ~~amounts~~this ~~are~~reporting ~~recognized in the year in which such adjustments are determined~~period.

~~Research and Development~~Inventories:

~~The~~Inventories ~~Company~~are ~~accounts~~stated ~~for~~at ~~research and development costs in accordance with~~ the ~~Financial~~ ~~Accounting~~lower ~~Standards Board's Statement~~ of ~~Financial~~cost Accounting Standards No. 2 ("SFAS 2"), "Accounting for Research and Development Costs". Under SFAS 2, all research and development costs must be charged to expense as incurred. Accordingly, internal research and development costs are expensed as incurred. Third-party research and developments costs are expensed when the contracted work has been performed or asmarket ~~milestone~~using ~~results~~first ~~have been achieved. Company-sponsored research and development costs related to both present and future products are expensed~~ in, ~~the~~first ~~period~~out ~~incurred. The Company had no~~(FIFO) ~~expenditures~~method onof ~~research and product development for the years ended November 30, 2008 and 2007~~valuation.

Earnings ~~per~~ ~~Share~~per share:

The Company ~~has~~presents ~~reported~~basic ~~its~~and diluted earnings (loss) per common share inpursuant ~~accordance~~to the ~~with~~provisions ~~SFAS~~of ~~No.~~ASC ~~128, "~~Topic 260 “Earnings ~~Per~~per Share”." Basic earnings ~~net~~(loss) ~~income~~ per common share isare ~~based~~calculated onby dividing net income (loss) by the weighted average number of common shares outstanding during ~~the~~each period. ~~Diluted~~The calculation ~~net~~of ~~income~~diluted earnings (loss) per common share is ~~based~~similar onto ~~the~~that ~~weighted average number~~ of ~~shares outstanding~~ ~~during~~basic ~~the~~earnings ~~period,~~(loss) ~~including~~per common ~~stock~~share, ~~equivalents. Stock~~except ~~options and~~that ~~warrants account for~~ the ~~entire~~denominator ~~difference~~is ~~between basic average common~~increased ~~shares~~to ~~outstanding~~include ~~and~~the ~~diluted~~number ~~average~~of additional common shares ~~outstanding.~~that ~~For~~would ~~purposes~~have been ofoutstanding ~~computing~~if ~~diluted~~all ~~net~~potentially ~~income~~dilutive ~~per~~ common ~~share~~shares, ~~weighted~~such ~~average~~as ~~common~~those ~~share~~issuable ~~equivalents~~upon dothe ~~not include stock options and warrants with an~~ exercise ~~price that exceeds the average fair market value~~ of ~~the~~warrants, ~~Company's~~were ~~common~~issued ~~stock~~during ~~for~~ the period.

F-7

LATIN ~~AMERICAN~~ AMERICAN TELECOMMUNICATIONS VENTURE COMPANY -– LATVCO

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED NOVEMBER 30, ~~2008~~2009 AND ~~2007~~2008

~~Note~~ NOTE 1. SUMMARY ~~Summary~~OF ofSIGNIFICANT ~~Significant~~ACCOUNTING ~~Accounting~~POLICIES ~~Policies (continued)~~- Continued

~~Stock Based~~Recently ~~Compensation~~Issued Accounting Pronouncements:

In ~~December~~ ~~2002~~June 2009, the FASB issued ~~SFAS~~FASB ~~No.~~ASC ~~148~~105, ~~“Accounting~~Generally ~~for~~Accepted ~~Stock-Based Compensation-Transition~~Principles, ~~and Disclosure-an amendment of SFAS 123.” This statement~~which ~~amended~~establishes ~~SFAS~~the ~~123,~~FASB “Accounting ~~for~~Standards ~~Stock-Based~~Codification ~~Compensation,”~~as tothe ~~provide alternative~~sole ~~methods~~source of authoritative ~~transition~~generally ~~for~~accepted aaccounting ~~voluntary~~principles ~~charge to the fair value based~~(“GAAP”). The ~~method~~codification ofdid ~~accounting~~not ~~for~~change ~~stock-based~~GAAP ~~employee~~but ~~compensation.~~recognizes ~~In addition, this~~the ~~statement~~literature. Pursuant ~~amended~~to the ~~disclosure~~provisions ~~requirements~~ of ~~SFAS~~FASB ~~No.~~ASC ~~123~~105, towe ~~require~~have ~~prominent~~updated ~~disclosures~~references into ~~both~~GAAP ~~annual~~in ~~and~~our ~~interim~~ financial statements ~~about~~issued ~~the method of accounting~~ for ~~stock-based employee compensation and~~ the ~~effect of the~~period ~~method~~ended ~~used~~November on30, ~~reported results~~2009. The ~~Company~~adoption ~~has adopted SFAS 123 (R) which supersedes APB Opinion No. 25, “Accounting for Stock Issued to Employees” and eliminates the intrinsic value method that was provided in SFAS 123 for accounting~~ of ~~stock-based~~FASB ~~compensation~~ASC to105 ~~employees.~~did ~~The~~not ~~Company made no~~impact ~~employee~~our ~~stock-based~~financial ~~compensation~~position ~~grants and therefore has no unrecognized stock compensation related liabilities~~ or ~~expense~~results ~~unvested~~of ~~or vested for the years ended November 30, 2008 and 2007~~operations.

~~New~~On January ~~Accounting~~1, 2009, the Company adopted the new provisions of ASC Topic 805 “Business Combinations and ~~Pronouncements~~Reorganizations” (“ASC Topic 805”). ASC Topic 805 provides revised guidance on how acquirers recognize and measure the consideration transferred, identifiable assets acquired, liabilities assumed, non-controlling interests, and goodwill acquired in a business combination. ASC Topic 805 also expands required disclosures surrounding the nature and financial effects of business combinations. Acquisition costs are expensed as incurred.

InOn ~~December 2007~~January 1, 2009, the ~~FASB~~Company ~~issued~~adopted ~~SFAS~~the ~~No. 160,~~new ~~"Noncontrolling~~provisions ~~Interest in~~of ~~Consolidated~~ASC ~~Financial~~Topic ~~Statements,~~815 an“Derivatives ~~amendment~~and ofHedging” (“ASC ~~ARB~~Topic ~~No. 51" ("SFAS No. 160"~~815”), relating ~~which~~to ~~will~~disclosures ~~change~~about ~~the~~derivative ~~accounting~~instruments and ~~reporting~~hedging ~~for~~activities. ~~minority~~The ~~interests,~~new ~~which~~provisions ~~will~~expand bequarterly ~~recharacterized~~disclosure asrequirements ~~noncontrolling~~about ~~interests~~an ~~and~~entity’s ~~classified~~derivative asinstruments aand ~~component~~hedging ofactivities, ~~equity~~which ~~within~~were ~~the consolidated balance sheets. SFAS No. 160 is~~ effective ~~as of the~~ beginning of in the first ~~fiscal~~ ~~year~~quarter ~~beginning~~of ~~on or after December 15, 2008~~2009. ~~Earlier adoption~~ isThe ~~prohibited and the~~ Company isbelieves ~~currently~~that ~~evaluating~~these ~~the~~new ~~effect,~~provisions ifwill ~~any,~~not ~~that~~have ~~the~~a ~~adoption~~significant ~~will~~impact ~~have~~ on its financial ~~position, results of~~statement ~~operations or cash flows~~disclosures.

InOn ~~December 2007~~January 1, 2009, the ~~FASB~~Company ~~issued~~adopted ~~SFAS~~the ~~No. 141(R),"Business~~new ~~Combinations" ("SFAS No.~~provisions ~~141(R)")~~of ASC Topic 350, ~~which~~“Intangibles ~~establishes~~- ~~principles~~Goodwill and Other” ~~requirements~~(“ASC ~~for how~~Topic an350”) ~~acquirer~~relating ~~recognizes~~to ~~and~~the ~~measures~~determination inof ~~its~~the ~~financial~~useful ~~statements~~life ~~the~~of ~~identifiable~~intangible assets. ~~acquired,~~This ~~the~~new ~~liabilities~~provision ~~assumed,~~amends ~~and~~the ~~any~~factors ~~noncontrolling~~that ~~interest~~should inbe anconsidered in ~~acquiree,~~developing ~~including~~renewal ~~the~~or ~~recognition~~extension ~~and~~assumptions ~~measurement~~used ofto ~~goodwill~~determine ~~acquired~~the inuseful alife of ~~business~~a ~~combination.~~recognized ~~SFAS~~intangible ~~No.~~asset, ~~141R~~the objective is ~~effective~~to asimprove ofthe consistency between the ~~beginning~~useful life of ~~the first~~a ~~fiscal~~recognized ~~year~~intangible ~~beginning~~asset onand orthe ~~after~~period ~~December 15,~~of ~~2008. Earlier~~expected ~~adoption~~cash isflows ~~prohibited~~used ~~and~~to measure the ~~Company~~fair isvalue ~~currently evaluating~~of the ~~effect,~~asset ifunder ~~any,~~ASC ~~that~~Topic 805. ~~the~~ASC ~~adoption~~Topic ~~will~~350 ~~have~~applies onto ~~its~~all ~~financial position~~intangible assets, ~~results~~whether ofacquired ~~operations~~in a business combination or ~~cash~~otherwise ~~flows~~and is applied prospectively to intangible assets acquired after December 15, 2008.

In June 2007, the Accounting Standards Executive Committee issued Statement of Position 07-1, “Clarification of the Scope of the Audit and Accounting Guide Investment Companies and Accounting by Parent Companies and Equity Method Investors for Investments in Investment Companies” (“SOP 07-1”). SOP 07-1 provides guidance for determining whether an entity is within the scope of the AICPA Audit and Accounting Guide Investment Companies (the “Audit Guide”). SOP 07-1 was originally determined to be effective for fiscal years beginning on or after December 15, 2007, however, on February 6, 2008, FASB issued a final Staff Position indefinitely deferring the effective date and prohibiting early adoption of SOP 07-1 while addressing implementation issues.

In December 2007, the FASB ratified the consensus in EITF Issue No. 07-1, “Accounting for Collaborative Arrangements” (“EITF 07-1”). EITF 07-1 defines collaborative arrangements and requires collaborators to present the result of activities for which they act as the principal on a gross basis and report any payments received from (made to) the other collaborators based on other applicable authoritative accounting literature, and in the absence of other applicable authoritative literature, on a reasonable, rational and consistent accounting policy is to be elected. EITF 07-1 also provides for disclosures regarding the nature and purpose of the arrangement, the entity’s rights and obligations, the accounting policy for the arrangement and the income statement classification and amounts arising from the agreement. EITF 07-1 will be effective for fiscal years beginning after December 15, 2008, which will be the Company’s fiscal year 2009, and will be applied as a change in accounting principle retrospectively for all collaborative arrangements existing as of the effective date. The Company has not yet evaluated the potential impact of adopting EITF 07-1 on its financial position, results of operations or cash flows.

F-8

LATIN ~~AMERICAN~~ AMERICAN TELECOMMUNICATIONS VENTURE COMPANY -– LATVCO.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED NOVEMBER 30, ~~2008~~2009 AND ~~2007~~2008

~~Note~~ NOTE 1. SUMMARY ~~Summary~~OF ofSIGNIFICANT ~~Significant~~ACCOUNTING ~~Accounting~~POLICIES ~~Policies (continued)~~– Continued

~~New~~Recently Issued Accounting Pronouncements (: continued)

In ~~March~~ ~~2008~~June 2009, the FASB issued ~~SFAS~~ASC ~~No.~~Topic ~~161,~~855 “~~Disclosures~~Subsequent ~~about~~Events” ~~Derivative~~(“ASC ~~Instruments and~~Topic ~~Hedging~~855”). ~~Activities~~The objective –of anthis ~~amendment~~Statement is to ~~FASB~~establish ~~Statement~~general ~~No.~~standards ~~133”~~of ~~(“SFAS~~accounting ~~No.~~for ~~161”). SFAS~~disclosure ~~No.~~of ~~161~~events isthat ~~intended~~occur toafter ~~improve~~the ~~financial~~balance ~~standards~~sheet ~~for~~date but before ~~derivative~~financial ~~instruments~~statements ~~and~~are ~~hedging~~issued ~~activities~~or byare ~~requiring~~available ~~enhanced~~to ~~disclosures~~be issued. In particular, tothis ~~enable~~Statement ~~investors~~sets toforth ~~better~~the ~~understand~~period ~~their~~after ~~effects~~the onbalance ansheet ~~entity’s~~date ~~financial~~during which ~~position,~~management ~~financial~~should ~~performance,~~evaluate ~~and~~events ~~cash~~or ~~flows. Entities~~transactions ~~are required~~that tomay ~~provide~~occur ~~enhanced~~for ~~disclosures~~potential recognition ~~about:~~or ~~(a)~~disclosure ~~how~~in ~~and~~the ~~why~~financial anstatements, ~~entity~~the ~~uses~~circumstances under ~~derivative~~which ~~instruments;~~an ~~(b)~~entity ~~how~~should ~~derivative~~recognize ~~instruments~~events ~~and~~or ~~related~~transactions ~~hedged~~occurring ~~items~~after the ~~are~~balance ~~accounted~~sheet ~~for~~date ~~under~~in ~~SFAS~~its ~~No.~~financial ~~133~~statements and ~~its~~the ~~related~~disclosures ~~interpretations;~~that ~~and (c)~~an ~~how~~entity ~~derivative~~should ~~instruments~~make ~~and~~about ~~related~~events ~~hedged~~or ~~items~~transactions ~~affect~~that anoccurred ~~entity’s~~after ~~financial~~the balance ~~position,~~sheet ~~financial~~date. ~~performance~~ASC ~~and~~Topic ~~cash~~855 ~~flows. It~~was isadopted ~~effective~~on ~~for~~April 5, 2009. The Company ~~financial~~evaluated ~~statements~~all ~~issued~~events ~~for~~or ~~fiscal~~transactions ~~years~~that ~~beginning~~occurred after November 1530, ~~2008,~~2009 through the date this annual report on Form 10-K was filed with ~~early~~the ~~adoption~~Securities and ~~encouraged~~Exchange Commission. ~~The~~ During this period the Company isdid ~~currently~~not ~~evaluating~~have any ~~the~~material ~~impact~~recognizable ofsubsequent ~~SFAS~~events ~~No.~~that ~~161,~~required ifrecognition ~~any,~~in ~~will~~our disclosures ~~have~~to onthe ~~its~~November 30, 2009 financial ~~position,~~statements ~~results of~~as ~~operations~~a orresult ~~cash~~of ~~flows~~this subsequent evaluation.

InOn April ~~2008~~5, ~~the FASB issued FSP No. FAS 142-3~~2009, ~~“Determination~~the ofCompany adopted the ~~Useful~~new ~~Life~~provisions of ~~Intangible~~ ~~Assets”. This~~ASC ~~FSP~~Topic ~~amends~~820 ~~the~~“Fair ~~factors~~Value ~~that~~Measurements ~~should~~and Disclosures” be(“ASC ~~considered~~Topic in820”). ~~developing~~These ~~renewal~~new orprovisions ~~extension~~amend ~~assumptions~~ASC ~~used~~Topic 820, to ~~determine the~~provide ~~useful~~additional ~~life~~guidance ofon aestimating ~~recognized~~fair ~~intangible~~value ~~asset~~when ~~under~~the ~~SFAS~~volume ~~No.~~and ~~142,~~level ~~“Goodwill and~~of ~~Other~~activity ~~Intangible~~for ~~Assets”. The~~an ~~Company~~asset isor ~~required~~liability tohave ~~adopt~~significantly ~~FSP~~decreased ~~142-3 on~~in ~~September~~relation ~~1, 2009, and earlier adoption is prohibited. The~~to ~~guidance~~normal inmarket ~~FSP~~activity ~~142-3~~ for ~~determining~~ the ~~useful~~asset ~~life~~or ofliability. aThis ~~recognized~~new ~~intangible~~provision also ~~asset~~provides ~~shall~~additional beguidance ~~applied~~on ~~prospectively~~circumstances tothat ~~intangible~~may ~~assets~~indicate ~~acquired~~that ~~after~~a ~~adoption,~~transaction ~~and~~is ~~the~~not ~~disclosure~~orderly, ~~requirements~~and ~~shall~~requires beadditional ~~applied~~disclosures ~~prospectively~~about tofair ~~all~~value ~~intangible~~measurements ~~assets~~in ~~recognized~~annual ~~as of,~~ and ~~subsequent~~interim ~~to,~~reporting ~~adoption~~periods. The ~~Company~~ isadoption ~~currently evaluating the impact~~ of ~~FSP~~these ~~142-3~~new provisions ondid ~~its~~not ~~financial position,~~have ~~results~~a ofsignificant ~~operations~~impact oron ~~cash~~the ~~flows~~Company’s financial statements.

InOn ~~May~~April ~~2008~~5, 2009, the ~~FASB~~Company ~~issued~~adopted ~~SFAS~~the ~~No.~~new ~~162,~~provisions ~~“The~~of ~~Hierarchy~~ASC ofTopic ~~Generally~~825 ~~Accepted Accounting~~“Financial ~~Principles~~Instruments” (“~~SFAS~~ASC ~~No.~~Topic ~~162~~825”)~~. SFAS~~, ~~No.~~These ~~162 identifies the~~new ~~sources~~provisions ofrequire ~~accounting~~disclosures ~~principles~~about ~~and~~fair ~~the~~value ~~framework~~of ~~for~~financial ~~selecting~~instruments ~~the principles used~~ in ~~the preparation of~~ financial statements offor ~~nongovernmental~~interim ~~entities~~reporting ~~that are~~periods ~~presented~~and in ~~conformity~~annual ~~with~~financial statements ~~generally~~of ~~accepted~~publicly-traded ~~accounting principles (the GAAP hierarchy)~~companies. ~~SFAS~~ ~~No.~~This ~~162~~also ~~will~~requires ~~become~~entities ~~effective~~to ~~60 days following~~disclose the ~~SEC’s~~methods ~~approval~~and ofsignificant ~~the~~assumptions ~~Public~~used ~~Company~~to ~~Accounting~~estimate ~~Oversight~~the ~~Board~~fair ~~amendments~~value of tofinancial AUinstruments ~~Section~~in ~~411,~~financial ~~“The~~statements ~~Meaning~~on ofan ~~Present~~interim ~~Fairly~~and inannual ~~Conformity~~basis ~~With Generally~~and ~~Accepted~~to ~~Accounting~~highlight ~~Principles.” The~~any ~~Company~~changes ~~does~~from ~~not~~prior ~~expect~~periods. ~~the~~ The adoption of ~~SFAS~~these ~~No.~~new provisions ~~162~~did ~~will~~not have a ~~material~~significant ~~effect~~impact on ~~its~~the ~~financial~~Company’s ~~position,~~financial ~~results of operations or cash flows~~statements.

In May 2008, the FASB issued FSP Accounting Principles Board (“APB”) 14-1 “Accounting for Convertible Debt Instruments That May Be Settled in Cash upon Conversion (Including Partial Cash Settlement)” (“FSP APB 14-1”). FSP APB 14-1 requires the issuer of certain convertible debt instruments that may be settled in cash (or other assets) on conversion to separately account for the liability (debt) and equity (conversion option) components of the instrument in a manner that reflects the issuer’s non-convertible debt borrowing rate. FSP APB 14-1 is effective for fiscal years beginning after December 15, 2008 on a retroactive basis. The Company is currently evaluating the potential impact, if any, of the adoption of FSP APB 14-1 on its financial position, results of operations or cash flows.

Other recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force), the AICPA, and the SEC did not, or are not believed by management to, have a material impact on the Company’s present or future financial statements.

Reclassification

Certain reclassifications have been made to conform prior periods’ data to the current presentation. These reclassifications had no effect on reported losses.

F-9

LATIN ~~AMERICAN~~ AMERICAN TELECOMMUNICATIONS VENTURE COMPANY -– LATVCO.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED NOVEMBER 30, ~~2008~~2009 AND ~~2007~~2008

~~Note~~ NOTE 2. ~~Acquisition and Capital Structure~~INVENTORY

~~On April~~Inventory ~~13,~~is ~~2007,~~stated ~~Avallon~~at ~~entered~~the ~~into~~lower aof ~~Share~~cost ~~Exchange~~or ~~Agreement~~market ~~("the~~using ~~Exchange")~~first ~~with LATVCO~~in, anfirst ~~inactive~~out ~~publicly~~(FIFO) ~~registered shell corporation with no significant~~method ~~assets~~of ~~or operations~~valuation. InAt ~~accordance~~November ~~with SFAS No. 141~~30, ~~Avallon~~2009 ~~was~~components ~~the acquiring entity. While the transaction is accounted for using the purchase method~~ of ~~accounting,~~ ininventories ~~substance~~comprise ~~the Agreement is a recapitalization~~ of ~~Avallon's~~the ~~capital structure.~~following:

For accounting purposes, Avallon has accounted for the transaction as a reverse acquisition and Avallon shall be the surviving entity. From July 1999, until the date of the Exchange, LATVCO was an inactive entity, with no operations. The Company did not recognize goodwill or any intangible assets in connection with the transaction. Effective with the Exchange, all previously 100,000,000 shares of outstanding common stock owned by Avallon’s shareholders were exchanged for an aggregate of 30,000,000 shares of LATVCO's Common Stock. The value of LATVCO’s Common Stock that was issued was the historical cost of LATVCO's net tangible assets, which did not differ materially from their fair value. In addition, LATVCO issued 2,600,000 shares of Common Stock in exchange for remaining outstanding shares of Common Stock held by LATVCO Common Stock. In connection with the Exchange, LATVCO agreed and cancelled 93,600 shares of its Common Stock.

Finished goods	$	21,900
Less: write downs		(21,900	)
Total	$	-

~~Effective~~NOTE ~~with the Exchange, the Company issued 1,700,000 shares of LATVCO’s Common Stock to Vista Consulting Inc~~3. ~~for~~LOANS ~~services~~PAYABLE ~~rendered~~– inRELATED connection with the Exchange. In addition, the Company agreed to pay $86,000 for services rendered to the Company that is payable upon the Company listing its shares on the Over-the-Counter Bulletin Board.PARTIES

~~The~~Loans ~~accompanying~~payable ~~financial~~at ~~statements~~November ~~present~~30, ~~the~~2009 ~~historical~~and ~~financial~~November ~~condition~~30, ~~results~~ of2008 ~~operations~~represents ~~and~~unsecured ~~cash~~demand loans ~~flows~~to ofrelated ~~Avallon~~parties. ~~prior~~Interest toon the ~~merger~~loans ~~with~~accrues at a rate of 7% per ~~LATVCO~~annum.

~~Note~~NOTE 4. STOCKHOLDERS’ ~~3 Inventory~~EQUITY

~~Inventory~~The company is ~~stated~~authorized to issue 99,000,000, $0.001 par value, common shares. There were 41,860,000 shares issued and outstanding at ~~the~~November ~~lower~~30, of2009. ~~cost~~In April or2009, ~~market~~the ~~using~~Company ~~first~~issued in10,830,000 ~~first~~shares ~~out~~pursuant ~~(FIFO)~~to ~~method~~an agreement dated April 1, 2008 which called for the conversion of ~~valuation~~debt owed to a related party. In Ataddition, ~~November~~the 30Company cancelled 2,062,500 shares of common stock it received in connection with the February 27, 2008 Settlement Agreement between Bennoti, Inc ~~components~~and ofthe ~~inventories~~Company. ~~comprise~~The holders of the company’s common shares have no ~~following:~~cumulative voting rights or preemptive rights.

Finished goods	$	18,138
Less: write down		(18,138	)
Total	$	-

NOTE 5. INCOME TAX

~~Note~~The Company 4has ~~Note~~adopted ~~Receivable~~ASC Topic 740 “Income Tax”, which requires the recognition of deferred tax liabilities and assets for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax liabilities and assets are determined based on the difference between financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Temporary differences between taxable income reported for financial reporting purposes and income tax purposes are insignificant.

OnManagement ~~December~~estimates ~~13,~~that ~~2006,~~at ~~the~~November ~~Company loaned $200~~30,~~000~~ ~~to Bennoti~~2009, ~~Inc.,~~The acompany ~~privately held~~has ~~marketer~~available ~~and~~for ~~seller of specialty beverage products. Interest on the note~~federal ~~accrues~~income attax ~~7.0%~~purposes, ~~per~~a ~~annum~~net ~~and~~operating ~~was~~loss ~~payable~~carry ~~together~~forward ~~with~~of ~~note principal at~~approximately ~~maturity on April 1~~$833,000, ~~2007.~~beginning ~~Under~~to ~~terms~~expire ofin the ~~unsecured~~year ~~note~~2023, ~~the~~that ~~Company~~ may~~, at~~ ~~its~~be ~~sole~~used ~~option,~~to ~~accept~~offset future ~~shares~~taxable ~~of Bennoti, Inc~~income. ~~Common~~The ~~stock~~company ~~valued~~has atprovided ~~$0.20 per~~a ~~share~~valuation asreserve ~~repayment~~against ofthe full ~~any~~amount ~~portion~~ of the ~~note~~net ~~principal~~operating ~~and~~loss ~~interest. A Company stockholder who owns 650~~benefit,~~000~~ ~~Common~~since ~~shares~~in orthe ~~0.65%~~opinion ~~is Bennoti, Inc.’s~~of ~~president~~management ~~and~~based aupon ~~director. In June 2007,~~ the ~~Company~~limited ~~received~~earning ~~a $20,000~~history ~~payment for accrued interest and note principal. Under the terms~~ of ~~a February 27, 2008 Settlement Agreement entered into by~~ the ~~Company and~~company; ~~Bennoti,~~it ~~Inc., the~~is ~~Company received a $30,000 cash payment and~~more ~~12,037,500~~likely inthan ~~shares~~not ofthat ~~Company~~the ~~common~~benefit ~~stock~~may asnot ~~full~~be ~~satisfaction of the note~~realized.

F-10

LATIN ~~AMERICAN~~ AMERICAN TELECOMMUNICATIONS VENTURE COMPANY -– LATVCO.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED NOVEMBER 30, ~~2008~~2009 AND ~~2007~~2008

~~Note~~ NOTE 5. INCOME ~~Loans~~TAX ~~Payable~~– ~~- Related Parties~~Continued

~~Loans~~Components ~~payable~~of atdeferred ~~November~~tax ~~30,~~assets ~~2008~~as of ~~$54,500~~November ~~represents unsecured demand loans payable to two related parties. Interest on the loans accrues at 7.0%~~30, ~~with~~2009 ~~$2,929~~are ~~in accrued interest payable~~ as ~~of November 30, 2008.~~follows:

Loans payable at November 30, 2007 of $173,705 represents unsecured demand loans payable to two related parties. Interest on the two loans accrues at 16.0% and 7.0%, respectively, with $7,534 in accrued interest payable as of November 30, 2007. On February 26, 2008, the Company made a partial repayment of $146,736 against one loan by issuing 10,830,000 shares of Company common stock from treasury and repaid the remaining balance with cash on March 13, 2008.

Net Operating losses carry forward	$	833,000
Valuation allowance		(833,000	)
Net deferred tax assets	$	-

~~Note~~ NOTE 6. ~~Stockholders’~~CONCENTRATION ~~Equity~~OF RISK

The Company’s ~~authorized~~maintains ~~common~~cash ~~equity~~in ~~consists~~deposit ofaccounts ~~99,000,000~~in ~~shares~~federally ofinsured ~~a single class of Common Stock, having a par value of $0~~banks.~~001~~ ~~per~~At ~~share~~times, ~~of which~~ ~~33,092,500~~the ~~shares~~balance ~~are~~in ~~issued and outstanding. The holders of~~ the ~~Company’s common~~accounts ~~stock~~may ~~have~~be noin ~~cumulative~~excess ~~voting~~of ~~rights~~federally ~~or preemptive rights~~insured limits.

~~Under the~~NOTE ~~terms of a February 27, 2008 Settlement Agreement entered into by the Company and Bennoti, Inc~~7. ~~(See Note 4), the Company received 12,037,500 in shares of Company common stock as a partial repayment of $163,106 against the note.~~ ~~The~~GOING ~~shares are held in treasury.~~CONCERN

OnThe ~~February~~accompanying ~~26,~~statements ~~2008,~~have ~~the~~been ~~Company~~prepared ~~issued~~on 10a going concern basis,~~830,000~~ ~~shares~~which contemplates the realization of ~~Company~~assets ~~common~~and ~~stock from~~the ~~treasury~~satisfaction asof aliabilities ~~partial~~in the ~~repayment~~normal ~~against~~course aof ~~related~~business. ~~party~~As ~~loan~~shown ~~and~~in ~~cancelled~~the accompanying financial statements ~~its~~as ~~remaining~~of 1November 30,~~207~~ 2009 the company has a $97,~~500~~176 ~~treasury~~working ~~shares~~capital deficit. As ofThis factor ~~November~~and 30the fact that the company has very limited sources of income, ~~2008~~among others, nomay indicate that the Company will ~~shares~~be ~~were~~unable ~~held~~to incontinue ~~treasury~~as a going concern for a reasonable period of time.

Note 7 Income Taxes

The Company has adopted Financial Accounting Standards No. 109, which requires the recognition of deferred tax liabilities and assets for the expected future tax consequences of events that have been included in the financial statement or tax returns. Under this method, deferred tax liabilities and assets are determined based on the difference between financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Temporary differences between taxable income reported for financial reporting purposes and income tax purposes are insignificant. Management estimates that at November 30, 2008, the Company has available for federal income tax purposes, a net operating loss carry forward of approximately $800,000, beginning to expire in the year 2023, that may be used to offset future taxable income. The Company has provided a valuation reserve against the full amount of the net operating loss benefit, since in the opinion of management based upon the limited earnings history of the Company; it is more likely than not that the benefits may not be realized. The valuation allowance increased by approximately $115,000 for the year ended November 30, 2008. Components of deferred tax assets as of November 30, 2008 are as follows:

Net operating loss carry forward	$	800,000
Valuation allowance		(800,000	)
Net deferred tax asset		-

F-11

LATIN AMERICAN TELECOMMUNICATIONS VENTURE COMPANY - LATVCO.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED NOVEMBER 30, 2008 AND 2007

Note 8 Commitments and Contingencies

Facility leases

The Company does not lease or own any property. The Company contracts with a third party logistics company for fulfillment services and the use of warehouse space in Milford, Connecticut.

Employment agreements

The Company does not have any employment agreements.

Note 9 Going Concern

The accompanying statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. As shown in the accompanying financial statements as of November 30, 2008 and for the year then ended, the Company incurred a $90,793 net loss and has a $102,172 working capital deficit. These factors among others may indicate that the Company will be unable to continue as a going concern for a reasonable period of time.

The Company's existence is dependent upon management's ability to develop profitable operations and resolve its liquidity problems. Management anticipates the Company will be able to attract a strategic acquirer to improve its liquidity through additional equity investment in the Company. The accompanying financial statements do not include any adjustments that might result should the Company be unable to continue as a going concern. In order to improve the Company's liquidity, the Company is seeking additional working capital or a strategic acquirer. There can be no assurance the Company will be successful in its efforts.

F-1211

Filing Compare · LATIN AMERICAN TELECOMMUNICATIONS VENTURE CO