UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549







FORM
10-Q







(Mark
One)


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




For the
quarterly period ended February 28, 2010




OR




 ̈
            TRANSITION
      REPORT PURSUANT TO 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 as specified in its charter)










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




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




(516)
448-4444


(Registrant’s
telephone number, including area code)







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





Indicate
by check mark whether the registrant (1) has filed all reports required to
be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.    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 whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
definitions of “large accelerated filer”, “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 x No  ̈




As of
April 16, 2010, the number of outstanding shares of Common Stock of the issuer
was 33,700,000.












LATIN
AMERICAN TELECOMMUNICATIONS VENTURE COMPANY AND SUBSIDIARIES




INDEX




Page
                NumberPART
      I - FINANCIAL INFORMATIONItem 1.
            Financial
      Statements
            3Condensed
      Consolidated Balance Sheets— February, 28, 2010 (unaudited) and
      November 30, 2009
            3Condensed
      Consolidated Statements of Operations—For the three months ended February
      28, 2010 and February 28, 2009 (both unaudited)
            4Condensed
      Consolidated Statements of Cash Flows—For the three months ended February
      28, 2010 and February 28, 2009 (both unaudited)
            5Notes
      to Condensed Consolidated Financial Statements
            6Item 2.
            Management’s
      Discussion and Analysis of Financial Condition and Results of
      Operations
            7Item 3.
            Quantitative
      and Qualitative Disclosures About Market Risk
            8Item 4.
            Controls
      and Procedures
            8PART
      II - OTHER INFORMATIONItem 6.
            Exhibits
            9SIGNATURES
            10




2


PART
I – FINANCIAL INFORMATION




Item 1.
            Financial
      Statements




LATIN
AMERICAN TELECOMMUNICATIONS VENTURE COMPANY




CONDENSED
CONSOLIDATED BALANCE SHEETS




February 28,
      2010
                                          
                                          
                                          November 30, 2009(Unaudited)ASSETSCurrent
      assets:Cash
      and cash equivalents
                                          
                                          $
                                          184
                                          
                                          
                                          $
                                          —Inventory
                                          
                                          
                                          —
                                          
                                          
                                          
                                          —Total
      current assets
                                          
                                          
                                          184
                                          
                                          
                                          
                                          —Total
      assets
                                          
                                          $
                                          184
                                          
                                          
                                          $
                                          —LIABILITIES
      INTEREST AND STOCKHOLDERS’ (DEFICIT)Current
      liabilities:Accounts
      payable and accrued expenses
                                          
                                          $
                                          31,047
                                          
                                          
                                          $
                                          35,727Loans
      payable – related parties
                                          
                                          
                                          70,037
                                          
                                          
                                          
                                          61,449Total
      current liabilities
                                          
                                          
                                          101,084
                                          
                                          
                                          
                                          97,176Commitments
      and contingenciesStockholders’
      Equity (Deficit)(Note 3)Common
      Stock
                                          
                                          
                                          41,860
                                          
                                          
                                          
                                          41,860Paid-in
      capital
                                          
                                          
                                          701,760
                                          
                                          
                                          
                                          693,600Accumulated
      deficit
                                          
                                          
                                          (836,360
                                          )
                                          
                                          
                                          (832,636
                                          )(92,740
                                          )
                                          
                                          
                                          (97,176
                                          )Less:
      treasury stock
                                          
                                          
                                          (8,160
                                          )
                                          
                                          
                                          —Total
      stockholders’ deficit
                                          
                                          
                                          (100,900
                                          )
                                          
                                          
                                          (97,176
                                          )Total
      liabilities and stockholders’ deficit
                                          
                                          $
                                          184
                                          
                                          
                                          $
                                          —




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


3




LATIN
AMERICAN TELECOMMUNICATIONS VENTURE COMPANY AND SUBSIDIARIES




CONDENSED
CONSOLIDATED STATEMENTS OF OPERATIONS


(Unaudited)




Three Months EndedFebruary 28, 2010
              
              
              February 28, 2009Net
      sales
              
              $
              —
              
              
              $
              33,839Cost
      of sales
              
              
              —
              
              
              
              —Gross
      profit
              
              
              —
              
              
              
              33,839Operating
      expenses:Media
      advertising
              
              
              —
              
              
              
              —Selling,
      general and administrative
              
              
              2,336
              
              
              
              19,709Total
      operating expenses
              
              
              2,336
              
              
              
              19,709Income
      (loss) from operations
              
              
              (2,336
              )
              
              
              14,130Interest
      expense
              
              
              1,088
              
              
              
              777Income
      (loss) before income taxes
              
              
              (3,424
              )
              
              
              13,353Provision
      for income taxes
              
              
              300
              
              
              
              —Net
      income (loss)
              
              
              (3,724
              )
              
              $
              13,353Net
      income (loss) per share
              
              $
              (0.00
              )
              
              $
              0.00Weighted-average
      shares outstanding
              
              
              33,700,000
              
              
              
              33,092,500




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




4


LATIN
AMERICAN TELECOMMUNICATIONS VENTURE COMPANY AND SUBSIDIARIES




CONDENSED
CONSOLIDATED STATEMENTS OF CASH FLOWS


(Unaudited)




Three Months
      EndedFebruary 28,
      2010
                                            
                                            
                                            February 28,
      2009Cash
      flows from operating activities:Net
      income (loss)
                                            
                                            $
                                            (3,724
                                            )
                                            
                                            $
                                            13,353Changes
      in operating assets and liabilities:Increase
      (decrease) in accounts payable and accrued expenses
                                            
                                            
                                            (4,680
                                            )
                                            
                                            
                                            12,277Cash
      provided by (used in) operating activities
                                            
                                            
                                            (8,404
                                            )
                                            
                                            
                                            25,630Cash
      flows from financing activities:Proceeds
      from loans payable – related parties
                                            
                                            
                                            8,588
                                            
                                            
                                            
                                            —Repayments
      of loans payable – related parties
                                            
                                            
                                            —
                                            
                                            
                                            
                                            (20,000
                                            )Cash
      provided by (used in) financing activities
                                            
                                            
                                            8,588
                                            
                                            
                                            
                                            (20,000
                                            )Increase
      (decrease) in cash
                                            
                                            
                                            184
                                            
                                            
                                            
                                            5,630Cash,
      beginning of period
                                            
                                            
                                            —
                                            
                                            
                                            
                                            —Cash,
      end of period
                                            
                                            $
                                            184
                                            
                                            
                                            $
                                            5,630Supplemental
      disclosure of cash flow information:Cash
      paid during the period for interest
                                            
                                            $
                                            —
                                            
                                            
                                            $
                                            —Cash
      paid during the period for taxes
                                            
                                            $
                                            —
                                            
                                            
                                            $
                                            —Supplemental
      disclosure of non-cash transactions:Return
      of stock to treasury
                                            
                                            $
                                            8,160
                                            
                                            
                                            $
                                            —




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


5




LATIN
AMERICAN TELECOMMUNICATIONS VENTURE COMPANY AND SUBSIDIARIES




NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


(Unaudited)




1.
            Interim
      Financial Presentation




The
interim condensed consolidated financial statements of Latin American
Telecommunications Venture Company (the “Company”, “we”, or “our”) are prepared
pursuant to the requirements for reporting on Form 10-Q. The interim condensed
consolidated financial statements for the period ended February 28, 2010 have
not been audited by our independent registered public accounting firm. The
November 30, 2009 balance sheet data was derived from audited financial
statements but does not include all disclosures required by accounting
principles generally accepted in the United States of America. The interim
condensed consolidated financial statements and notes thereto should be read in
conjunction with the financial statements and notes included in our Form 10-K
for the year ended November 30, 2009. In the opinion of management, these
interim financial statements reflect all adjustments of a normal recurring
nature necessary for a fair presentation of the results for the interim periods
presented. The current period results of operations are not necessarily
indicative of results that ultimately will be reported for the full year ending
November 30, 2010.




Certain
information and note disclosures normally included in annual financial
statements prepared in accordance with accounting principles generally accepted
in the United States of America have been condensed or omitted pursuant to the
rules of the Securities and Exchange Commission. The Company believes that the
disclosures made are adequate to make the information not
misleading.




Certain
amounts in the prior year financial statements have been reclassified to conform
to the current year presentation.




2.
            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 February 28, 2010, the Company has a $100,900 working capital deficit.
This factor and the fact that the company has very limited sources of income,
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.





3.
            Stockholders’
      Equity





During
the quarter ended February 28, 2010, a total of 8,160,000 shares of common stock
were returned to the Company for cancellation and are classified as treasury
stock.




6




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




The
following discussion and analysis should be read in conjunction with our
financial statements and notes thereto included elsewhere in this Form 10-Q.
Except for the historical information contained herein, the discussion in this
Form 10-Q contains certain forward looking statements that involve risks and
uncertainties, such as statements of our plans, objectives, expectations and
intentions. The cautionary statements made in this Form 10-Q should be read as
being applicable to all related forward looking statements wherever they appear
in this Form 10-Q. Our actual results could differ materially from those
discussed here. For a discussion of certain factors that could cause actual
results to be materially different, refer to our Annual Report on Form 10-K for
the year ended November 30, 2009.





Overview





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





Through
Avallon 7 we marketed and sold health and beauty care products, both branded and
private label, to consumers utilizing a direct to consumer retail marketing
model. By early 2009, we had sold off or written off all of our remaining
inventory and had effective terminated the operations of Avallon 7.





At
November 30, 2009, we had effectively altered our business plan to focus on
efforts to seek and identify a privately-held operating company (a “Target
Company”) desiring to become a publicly held company by combining with us
through a reverse merger or acquisition type transaction (a “Business
Combination”).





Plan
of Operations





We are
currently in the process of evaluating and identifying targets for a Business
Combination.  We are not presently engaged in, and will not engage in,
any substantive commercial business until we consummate a Business
Combination.





Our
management has broad discretion with respect to identifying and selecting a
prospective Target Business.  We have not established any specific
attributes or criteria (financial or otherwise) for prospective Target
Businesses.  We cannot assure you that we will be successful in our
efforts to identify a Target Business and consummate a Business Combination or
that any business with which we consummate a Business Combination will be
successful





We expect
that in connection with any Business Combination, we will issue a significant
number of shares of our common stock (equal to at least 80% of the total number
of shares outstanding after giving effect to the transaction, in order to ensure
that Business Combination qualifies as a “tax free” transaction under federal
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





During
the quarter ended February 28, 2010, we had no sales and had an operating loss
of $2,336 and a net loss of $3,724 compared to sales of $33,839, operating
income of $14,130 and net income of $13,353 during the same quarter in
2009.





The
change in operating results reflects the effective termination of our prior
operations and the incurrence of minimum essential costs to maintain our entity
during the current year period as compared to the prior year when product sales
were still being pursued.


7





Liquidity
and Capital Resources




At
February 28, 2010, we $184 of cash and a working capital deficit of $100,900 as
compared to no cash and a working capital deficit of $97,176 at November 30,
2009.  The increase in working capital deficit during the period was
attributable to the increase in loans from related parties to support payment of
our basic overhead costs.





During
the quarter ended February 28, 2010, related parties loaned to the Company a
total of $8,588.  At February 28, 2010, we owed $70,037 to related
parties.




Capital
Requirements





We
currently have minimal cash on hand and no revenue producing operations and are
dependent upon our officers and shareholders to provide funding to support
operations for the foreseeable future. There can be no assurance that our
officers and shareholders will be willing or able to continue to fund our
operating costs or 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.





Our
independent auditors, in their report on our November 30, 2009 financial
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
February 28, 2010.




Inflation





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




Item 3.
            Quantitative
      and Qualitative Disclosures About Market
Risk





Not
applicable




Item 4.
            Controls
      and Procedures





Evaluation
of Disclosure Controls and Procedures





We
maintain disclosure controls and procedures (as defined in Exchange Act Rule
13a-15(e) and 15d-15(e)) that are designed to ensure that information required
to be disclosed in our Exchange Act reports is recorded, processed, summarized
and reported within the time periods specified in the Securities and Exchange
Commission’s rules and forms, and that such information is accumulated and
communicated to our management, including our Chief Executive Officer and Chief
Financial Officer, as appropriate, to allow timely decisions regarding the
required disclosure.




In
designing and evaluating the disclosure controls and procedures, management
recognizes that any controls and procedures, no matter how well designed and
operated, can provide only reasonable assurance of achieving the desired control
objectives, and management necessarily is required to apply its judgment in
evaluating the cost-benefit relationship of possible controls and
procedures.




An
evaluation as of the end of the period covered by this report was carried out
under the supervision and with the participation of our management, including
our principal executive officer and principal financial and accounting officer,
of the effectiveness of our disclosure controls and procedures, as such term is
defined under Rule 13a-15(e) and Rule 15d -15(e) promulgated under the
Securities Exchange Act of 1934, as amended (the “Exchange Act”). Based on their
evaluation, our certifying officers concluded that these disclosure controls and
procedures were effective in providing reasonable assurance that the information
required to be disclosed by us in our periodic reports filed with the Securities
and Exchange Commission (“SEC”) is recorded, processed, summarized and reported
within the time periods specified by the SEC’s rules and SEC
reports.




Changes
in Internal Control Over Financial Reporting





During
the quarter ended February 28, 2010, there were no changes in our internal
control over financial reporting that materially affected, or are reasonably
likely to materially affect, our internal control over financial
reporting.


8




PART
II – OTHER INFORMATION




Item 6.
            Exhibits




Exhibit No.
            
            Description31.1
            
            Section
      302 Certification of CEO and Principal Executive
Officer31.2
            
            Section
      302 Certification of CFO and Principal Financial and Accounting
      Officer32.1
            
            Certification
      of CEO and Principal Executive Officer Pursuant to 18.U.S.C. Section 1350,
      as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of
      2002.32.2
            
            Certification
      of CFO and Principal Financial and Accounting Officer Pursuant to
      18.U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the
      Sarbanes-Oxley Act of 2002.


9


SIGNATURES




In
accordance with the requirements of the Exchange Act, the registrant caused this
report to be signed on its behalf by the undersigned, thereunto duly
authorized.




LATIN
      AMERICAN TELECOMMUNICATIONS VENTURE COMPANYApril
      19, 2010
                  By:
                  /s/
      David
      BakhshiDavid
      BakhshiPresident
      and Principal Executive OfficerBy:
                  /s/
      Thomas
      CalabroThomas
      CalabroChief
      Financial Officer




10