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 May 31, 2009





OR





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





From the
transition period from ____________ to ___________.





Commission
File Number 33-55254-40





LATIN
AMERICAN TELECOMMUNICATIONS


VENTURE COMPANY -
LATVCO.


(Exact
name of small business issuer as specified in its charter)





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





1981 Marcus Avenue No. C
129, Lake Success N.Y. 11042


(Address
of principal executive offices)





(516)
488-4444


(Issuer's
telephone number)





N/A


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





Indicate
by check mark whether the registrant (1) filed all reports required to be filed
by Section 13 or 15(d) of the Exchange Act during the past 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
o





Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act):





Yes o    No
x





Class
              Shares Outstanding
              DateCommon, $.001 par value
              41,860,000
              July 17, 2009




1


LATIN
AMERICAN TELECOMMUNICATIONS VENTURE COMPANY - LATVCO.


INDEX




PART I - FINANCIAL INFORMATION
                                Page
                                  NumberITEM
      1. FINANCIAL STATEMENTSCondensed
      Consolidated Balance Sheets – May 31, 2009 (unaudited) and November 30,
      2008
                                3Condensed
      Consolidated Statements of Operations - unaudited - For the three and six
      months ended May 31, 2009 and 2008Condensed
      Consolidated Statements of Cash Flows - unaudited - For the six months
      ended May 31, 2009 and 2008
                                6Notes
      to unaudited Condensed Consolidated Financial Statements
                                7Item
      2.  Management's Discussion and Analysis of Financial Condition
      and Results of Operations
                                13Item
      3.  Quantitative and Qualitative Disclosures About Market
      Risks
                                15Item
      4.  Controls and Procedures
                                15PART
      II - OTHER INFORMATION
                                16Item
      1. Legal Proceedings
                                16Item
      1A. Risk Factors
                                16Item
      2.  Changes in Securities
                                16Item
      3.  Defaults Upon Senior Securities
                                16Item
      4. Submission of Matters to a Vote of Security Holders
                                16Item
      5. Other Information
                                16Item
      6. Exhibits
                                16SIGNATURES
                                17CERTIFICATIONS




2




LATIN
AMERICAN TELECOMMUNICATION COMPANY - LATVCO


CONDENSED
CONSOLIDATED BALANCE SHEETS
 
 May 31,
                          
                          
                          November 30,2009
                          
                          
                          2008(Unaudited)
                          
                          
                          (Audited)ASSETSCurrent
      Assets:Cash
      and cash equivalents
                          
                          $
                          -
                          
                          
                          $
                          -Total
      Current Assets
                          
                          
                          -
                          
                          
                          
                          -TOTAL
      ASSETS
                          
                          $
                          -
                          
                          
                          $
                          -LIABILITIES
      AND STOCKHOLDERS' (DEFICIT)Current
      Liabilities:Loans
      payable - related parties (Note 3)
                          
                          $
                          46,000
                          
                          
                          $
                          54,500Accounts
      payable and accrued expenses
                          
                          
                          52,768
                          
                          
                          
                          47,672Total
      Current Liabilities
                          
                          
                          98,768
                          
                          
                          
                          102,172Commitments
      and contingencies
                          
                          
                          -
                          
                          
                          
                          -Stockholders'
      Equity (Deficit)Common
      stock (Note 4)
                          
                          
                          41,860
                          
                          
                          
                          33,093Paid-in
      capital
                          
                          
                          693,600
                          
                          
                          
                          702,367Accumulated
      deficit
                          
                          
                          (834,228
                          )
                          
                          
                          (837,632
                          )Total
      Deficiency Stockholders' Equity
                          
                          
                          (98,768
                          )
                          
                          
                          (102,172
                          )TOTAL
      LIABILITIES AND DEFICIENCY INSTOCKHOLDERS'
      EQUITY
                          
                          $
                          -
                          
                          
                          $
                          -
 
 The
accompanying notes are an integral part of these unaudited condensed
consolidated financial statements.
  3
  LATIN
AMERICAN TELECOMMUNICATION COMPANY - LATVCO
 CONDENSED
CONSOLIDATED UNAUDITED STATEMENTS OF LOSSES
 FOR THE
THREE AND SIX  MONTHS ENDED MAY 31, 2009 AND MAY 31, 2008
 
 Three
                      
                      
                      ThreeMonths
                      
                      
                      Months
                      
                      
                      Six
      Months
                      
                      
                      Six
      MonthsEnded
                      
                      
                      Ended
                      
                      
                      Ended
                      
                      
                      EndedMay
      31,
                      
                      
                      May
      31,
                      
                      
                      May
      31,
                      
                      
                      May
      31,2009
                      
                      
                      2008
                      
                      
                      2009
                      
                      
                      2008Net
      sales
                      
                      $
                      -
                      
                      
                      $
                      29,001
                      
                      
                      $
                      36,239
                      
                      
                      $
                      46,066Cost
      of Goods Sold
                      
                      
                      -
                      
                      
                      
                      10,834
                      
                      
                      
                      2,400
                      
                      
                      
                      17,831Gross
      Profit
                      
                      
                      -
                      
                      
                      
                      18,167
                      
                      
                      
                      33,839
                      
                      
                      
                      28,235Operating
      expenses:Media
      advertising
                      
                      
                      -
                      
                      
                      
                      6,049
                      
                      
                      
                      -
                      
                      
                      
                      9,187Selling,
      general and administrative expenses
                      
                      
                      5,112
                      
                      
                      
                      46,988
                      
                      
                      
                      28,869
                      
                      
                      
                      83,290Total
      operating expenses
                      
                      
                      5,112
                      
                      
                      
                      53,037
                      
                      
                      
                      28,869
                      
                      
                      
                      92,477Income
      (loss) from operations
                      
                      
                      (5,112
                      )
                      
                      
                      (34,870
                      )
                      
                      
                      4,970
                      
                      
                      
                      (64,242
                      )Other
      expensesInterest
      expense
                      
                      
                      (760
                      )
                      
                      
                      (770
                      )
                      
                      
                      (1,537
                      )
                      
                      
                      (6,395
                      )Total
      other expenses
                      
                      
                      (760
                      )
                      
                      
                      (770
                      )
                      
                      
                      (1,537
                      )
                      
                      
                      (6,395
                      )Net
      income (loss) before provision for income tax
                      
                      
                      (5,872
                      )
                      
                      
                      (35,640
                      )
                      
                      
                      3,433
                      
                      
                      
                      (70,637
                      )Provisions
      for income tax
                      
                      
                      29
                      
                      
                      
                      -
                      
                      
                      
                      29
                      
                      
                      
                      -Net
      Income (Loss)
                      
                      $
                      (5,901
                      )
                      
                      $
                      (35,640
                      )
                      
                      $
                      3,404
                      
                      
                      $
                      (70,637
                      )Net
      Income (Loss) Per Common Share (basic and diluted)
                      
                      $
                      (0.0001
                      )
                      
                      $
                      (0.0011
                      )
                      
                      $
                      0.0001
                      
                      
                      $
                      (0.0021
                      )Weighted
      average of common shares outstanding
                      
                      
                      41,860,000
                      
                      
                      
                      33,092,500
                      
                      
                      
                      41,860,000
                      
                      
                      
                      33,673,156
 
 The
accompanying notes are an integral part of these unaudited condensed
consolidated financial statements.
  4
 
 LATIN
AMERICAN TELECOMMUNICATION COMPANY - LATVCO
 CONDENSED
CONSOLIDATED STATEMENTS OF DEFICIENCY IN STOCKHOLDERS' EQUITY
 FOR THE
SIX  MONTHS ENDED MAY 31, 2009
 
 Common Stock
                  
                  
                  AdditionalNumber of
                  
                  
                  
                  
                  
                  Paid in
                  
                  
                  AccumulatedShares
                  
                  
                  Amount
                  
                  
                  Capital
                  
                  
                  Deficit
                  
                  
                  TotalBalance
      at December 1, 2008
                  
                  
                  33,092,500
                  
                  
                  $
                  33,093
                  
                  
                  $
                  702,367
                  
                  
                  $
                  (837,632
                  )
                  
                  $
                  (102,172
                  )Issuance
      of shares
                  
                  
                  10,830,000
                  
                  
                  
                  10,830
                  
                  
                  
                  (10,830
                  )
                  
                  
                  
                  
                  
                  
                  -Cancellation
      of shares
                  
                  
                  (2,062,500
                  )
                  
                  
                  (2,063
                  )
                  
                  
                  2,063
                  
                  
                  
                  
                  
                  
                  
                  -Net
      Income
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  3,404
                  
                  
                  
                  3,404Balance
      at May 31, 2009
                  
                  
                  41,860,000
                  
                  
                  $
                  41,860
                  
                  
                  $
                  693,600
                  
                  
                  $
                  (834,228
                  )
                  
                  $
                  (98,768
                  )
 
 The
accompanying notes are an integral part of these unaudited condensed
consolidated financial statements.
  5
  LATIN
AMERICAN TELECOMMUNICATION COMPANY - LATVCO
 CONDENSED
CONSOLIDATED STATEMENTS OF CASH FLOWS
 FOR THE
SIX MONTHS ENDED MAY 31, 2009 AND MAY 31, 2008
 (Unaudited)
 
 May
      31,
                          
                          
                          May
      31,2009
                          
                          
                          2008Cash
      Flows From Operating Activities:Net
      income (loss)
                          
                          $
                          3,404
                          
                          
                          $
                          (70,637
                          )Adjustments
      to reconcile net income (loss) to net cash used in operating
      activities:Changes
      in operating assets and liabilities:Decrease
      in accounts receivable
                          
                          
                          -
                          
                          
                          
                          1,387Decrease
      in inventory
                          
                          
                          -
                          
                          
                          
                          24,828Increase
      (decrease) in accounts payable and accrued expenses
                          
                          
                          5,096
                          
                          
                          
                          390Cash
      Provided by (Used in) Operating Activities
                          
                          
                          8,500
                          
                          
                          
                          (44,032
                          )Cash
      Flows From Investing Activities:Repayment
      of note receivable
                          
                          
                          -
                          
                          
                          
                          30,000Cash
      Used In Investing Activities
                          
                          
                          -
                          
                          
                          
                          30,000Cash
      Flows From Financing Activities:Repayment
      of loans payable - related parties
                          
                          
                          (20,000
                          )
                          
                          
                          (19,604
                          )Proceeds
      from loans payable - related parties
                          
                          
                          11,500
                          
                          
                          
                          28,365Cash
      Provided By (Used In) Financing Activities
                          
                          
                          (8,500
                          )
                          
                          
                          8,761Increase
      In Cash And Cash Equivalents
                          
                          
                          -
                          
                          
                          
                          (5,271
                          )Cash
      and cash equivalents: beginning of period
                          
                          
                          -
                          
                          
                          
                          8,530Cash
      and cash equivalents: end of period
                          
                          $
                          -
                          
                          
                          $
                          3,259Supplemental
      Disclosure of Cash Flow Information:Cash
      paid during the period for interest
                          
                          $
                          -
                          
                          
                          $
                          11,612Cash
      paid during the period for taxes
                          
                          $
                          29
                          
                          
                          $
                          -Supplemental Disclosure of Noncash
      Transactions:Repayment
      of loan payable - related parties with treasury stock
                          
                          $
                          -
                          
                          
                          $
                          146,736Retirement
      of treasury stock
                          
                          $
                          -
                          
                          
                          $
                          16,370
 
 The
accompanying notes are an integral part of these unaudited condensed
consolidated financial statements.
  6


LATIN
AMERICAN TELECOMMUNICATION VENTURE COMPANY – LATVCO


NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


FOR
THE SIX MONTHS ENDED MAY 31, 2009 AND


MAY
31, 2008


(UNAUDITED)


NOTE
      1.  SUMMARY OF SIGNIFICANT ACCOUNTING
  POLICIES





Nature of
Business:





Latin
American Telecommunications Venture Company - LATVCO (The “Company” or “LATVCO”)
is incorporated under the laws of the 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 and mass market
retailers, general merchandisers and directly to consumers through direct
response marketing campaigns.





Basis of
Presentation:





The
accompanying interim financial information, as of May 31, 2009, for the six
month periods ended May 31, 2009 and May 31, 2008 has been prepared without
audit, pursuant to the rules and regulations of the SEC. Certain information and
footnote disclosures normally included in financial statements prepared in
accordance with generally accepted accounting principles have been condensed or
omitted pursuant to such rules and regulations. The company believes that the
disclosures made are adequate to provide for fair presentation. These financial
statements should be read in conjunction with the company’s 2008 Financial
Statements and the notes thereto, included in the company's 2008 Form
10-K.





In the
opinion of management, all adjustments (which include normal recurring
adjustments) necessary to present a fair statement of financial position as of
May 31, 2009 and results of operations and cash flows for the six months ended
May 31, 2009 and May 31, 2008 have been made. The results of operations for the
six months ended May 31, 2009, are not necessarily indicative of the operating
results for the full fiscal year or any future periods.





The
condensed consolidated financial statements include the accounts of LATVCO and
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 exists; (2) delivery has occurred; (3) the selling price is fixed
and determinable; and (4) collectibility is reasonably
assured.  Determination of criteria (3) and (4) are based on
managements’ judgments regarding the fixed nature of the selling prices of the
products delivered and the 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.


7




LATIN
AMERICAN TELECOMMUNICATION VENTURE COMPANY – LATVCO


NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


FOR
THE SIX MONTHS ENDED MAY 31, 2009 AND


MAY
31, 2008


(UNAUDITED)


NOTE
      1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES -
      Continued




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 rights to use assets. The effect of implementing EITF 00-21 on
the Company’s financial position and results of operations was not
significant


Allowance
for Doubtful Accounts:





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





Use of
Estimates:





The
preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect certain reported amounts and disclosures accordingly. Actual results
could differ from these estimates.





Cash
Equivalents:





For
purposes of the Statement of Cash Flows, the Company considers all highly liquid
debt instrument purchases with a maturity time of three months or less to be
cash equivalents.





Income
Taxes:





The
Company accounts for income taxes using the liability method under which
deferred tax assets and liabilities are determined based upon the differences
between financial statements carrying amounts and the tax basis of existing
assets and liabilities. During the periods ended May 31, 2009 and May 31, 2008
there were no material differences that required deferred tax asset or
liability.


8





LATIN
AMERICAN TELECOMMUNICATION VENTURE COMPANY – LATVCO


NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


FOR
THE SIX MONTHS ENDED MAY 31, 2009 AND


MAY
31, 2008


(UNAUDITED)


NOTE
      1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES -
      Continued


Advertising
Costs:





The
Company expenses advertising costs as incurred according to SOP
93-7.





Inventories:





Inventories
are stated at the lower of cost or market using first in, first out (FIFO)
method of valuation.





Research
and Development:





The
company accounts for research and development costs in accordance with the
Financial Accounting Standard Board’s Statement of Financial Standard No. 2
(“SFAS 2”), “Accounting for Research and Development Costs”. Under SAFS 2 all
research and development costs must be charged to expenses as incurred.
Accordingly, internal research and development costs are expenses as incurred.
Third-party research and development costs are expensed when the contracted work
has been performed or asmilestone
results have been achieved. Company-sponsored research and development costs
related to both present and future products are expensed in the period
incurred.





Earnings
      per share:





The
Company presents basic and diluted earnings (loss) per common share pursuant to
the provisions of Statement of Financial Accounting Standards No. 128, “Earnings
per Share” (“SFAS 128”), and certain other financial accounting pronouncements.
Basic earnings (loss) per common share are calculated by dividing net income
(loss) by the weighted average number of common shares outstanding during each
period. The calculation of diluted earnings (loss) per common share is similar
to that of basic earnings (loss) per common share, except that the denominator
is increased to include the number of additional common shares that would have
been outstanding if all potentially dilutive common shares, such as those
issuable upon the exercise of warrants, were issued during the
period.





Recently
Issued Accounting Pronouncements:





SFAS No.
162, The Hierarchy of Generally Accepted Accounting Principles





In May
2008, the FASB issued SFAS No. 162 “The Hierarchy of Generally Accepted
Accounting Principles”. The new standard is intended to improve financial
reporting by identifying a consistent framework, or hierarchy, for selecting
accounting principles to be used in preparing financial statements that are
presented in conformity with U.S. generally accepted accounting principles
(GAAP) for nongovernmental entities. Prior to the issuance of SFAS 162, GAAP
hierarchy was defined in the American Institute of Certified Public Accountants
(AICPA) Statement on Auditing Standards (SAS) No. 69, The Meaning of Present
Fairly in Conformity With Generally Accepted Accounting
Principles.


9





LATIN
AMERICAN TELECOMMUNICATION VENTURE COMPANY – LATVCO


NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


FOR
THE SIX MONTHS ENDED MAY 31, 2009 AND


MAY
31, 2008


(UNAUDITED)


NOTE
      1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES -
      Continued




SFAS 162
is effective 60 days following the SEC’s approval of the Public Company
Accounting Oversight Board Auditing amendments to AU Section 411, The Meaning of
Present fairly in Conformity with Generally Accepted Accounting Principles. The
Company is currently evaluating the impact adoption of SFAS 162 may have on the
financial statements if any.





SFAS No.
161, Disclosures about Derivative Instruments





In March
2008, the Financial Accounting Standards Board (FASB) issued FASB Statement No.
161, Disclosures
about Derivative
Instruments and Hedging Activities. The new standard is intended to
improve financial reporting about derivative instruments and hedging activities
by requiring enhanced disclosures to enableinvestorsto
better understand their effects on an entity’s financial position, financial
performance, and cash flows. FASB Statement No. 161 is effective for financial
statements issued for fiscal years and interim periods beginning after November
15, 2008, with early application encouraged. The company does not expect
adoption of this standard will have a material impact on its financial position,
operation or cash flow.





SFAS No.
160, Noncontrolling Interests in Consolidated Financial Statements





In
December 2007, FASB issued SFAS No. 160, Noncontrolling Interests in
Consolidated Financial Statements, an amendment of ARB 51, which changes
the accounting and reporting for minority interests. Minority interests will be
recharacterized as noncontrolling interests and will be reported as a component
of equity separate from the parent’s equity, and purchases or sales of equity
interests that do not result in a change in control will be accounted for as
equity transactions. In addition, net income attributable to the noncontrolling
interest will be included in consolidated net income on the face of the income
statement and, upon a loss of control, the interest sold, as well as any
interest retained, will be recorded at fair value with any gain or loss
recognized in earnings. SFAS No. 160 is effective for annual periods
beginning after December 15, 2008. The company does not expect adoption of this
standard will have a material impact on its financial position, operation or
cash flow.


10





LATIN
AMERICAN TELECOMMUNICATION VENTURE COMPANY – LATVCO


NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


FOR
THE SIX MONTHS ENDED MAY 31, 2009 AND


MAY
31, 2008


(UNAUDITED)


NOTE
      2. INVENTORY


Inventory
is stated at the lower of cost or market using first in, first out (FIFO) method
of valuation. At May 31, 2009 components of inventories comprise of the
following:





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


NOTE
      3. LOANS PAYABLE – RELATED
PARTIES





Loans
payable at May 31, 2009 and May 31, 2008 represents unsecured demand loans to
related parties. Interest on the loans accrues at a rate of 7% per
annum.





NOTE
      4.   STOCKHOLDERS’
EQUITY





The
Company is authorized to issue 99,000,000, $0.001 par value, common shares.
There were 41,860,000 shares issued and outstanding at May 31, 2009. In April
2009, the Company issued 10,830,000 shares pursuant to an agreement dated April
1, 2008, which called for the conversion of debt owed to a related
party.  In addition, the Company cancelled 2,062,500 shares of common
stock it received in connection with the February 27, 2008 Settlement Agreement
between Bennoti, Inc and the Company.  The holders of the Company’s
common shares have no cumulative voting rights or preemptive
rights.





NOTE
      5.  INCOME TAX





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 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.





Management
estimates that at May 31, 2009, the Company has available for federal income tax
purposes, a net operating loss carry forward of approximately $813,000,
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 earning history of the company; it is more likely than not that the
benefit may not be realized. Components of deferred tax assets as of May 31,
2009 are as follows:





Net Operating losses carry forward
                          
                          $
                          813,000Valuation
      allowance
                          
                          
                          (813,000
                          )Net
      deferred tax assets
                          
                          $
                          -




11




LATIN
AMERICAN TELECOMMUNICATION VENTURE COMPANY – LATVCO


NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


FOR
THE SIX MONTHS ENDED MAY 31, 2009 AND


MAY
31, 2008


(UNAUDITED)





NOTE
      6. CONCENTRATION OF RISK





The
Company maintains cash in deposit accounts in federally insured banks. At times,
the balance in the accounts may be in excess of federally insured
limits.





NOTE
      7.  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 May 31, 2009 the Company has a $98,768 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
throughadditional
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.


12


ITEM
2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS





Material
Changes in Result of Operations





Since our
acquisition of Avallon 7, Inc. in April 2007, our operations have been focused
on development and execution of the business of Avallon 7.





Avallon 7
was created in August 2006 to market and sell health and beauty care products,
both branded and private label, to consumers. We believe that 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 the
demand for these types of product by using an integrated direct response and
retail marketing model. Management seeks to identify new innovative health and
beauty care products, negotiate exclusive distribution rights, and use proven
direct response marketing tools such as television infomercials, print
advertising and e-commerce to bring the products to market.





Our core
competency and focus is selling and marketing strategies for health and beauty
care products. Our initial focus was the identification of suitable products,
negotiation of acceptable distribution and fulfillment agreements and
development of a marketing strategy for those products.  To that end,
we entered into two separate exclusive distribution agreement pursuant to which
were granted exclusive territorial marketing rights for the product lines of two
manufacturers of health and beauty care products.





In
February 2007, we began marketing our first product by purchasing national media
airtime to broadcast a short form television infomercial that was produced
specifically for the product. Management found the initial results to be
promising and planned to expand the frequency of the infomercial
broadcasts.





Despite
the initial favorable marketing results enjoyed, both of our initial
distribution agreements have been terminated and, during 2008 and 2009, we
focused on selling the remaining inventory of products held.  All
unsold inventory has been written off.





At May
31, 2009, we were actively seeking opportunities to distribute health and beauty
care products that meet our criteria with a view to rolling out a direct
marketing program to both U.S. markets and international markets.





Revenues





Revenues
for the three months ended May 31, 2009 decreased by $29,001 or 100% to $0 from
$29,001 for the corresponding period of the prior year.  Revenues for
the six months ended May 31, 2009 decreased by $9,827 or 21% to $36,239 from
$46,066 for the corresponding period of the prior year.  Revenues for
the six months ended May 31, 2009 consisted of a sale of our remaining inventory
of Avallon 8 hair regrowth product to a distributor.  Revenues for the
six months ended May 31, 2008 consisted of a mix of product sales to consumers
and distributors.





Cost of
Sales





Cost of
sales for the three months ended May 31, 2009 decreased by $10,834 or 100% to $0
from $10,834 for the corresponding period of the prior year.  Cost of
sales for the six months ended May 31, 2009 decreased by $15,431 or 87% to
$2,400 from $17,831 for the corresponding period of the prior
year.  In the year ended November 30, 2008, we wrote off our
inventory, therefore the entire amount of our sale of Avallon 8 hair regrowth
product in the six months ended May 31, 2009 is recognized as gross
profit.  For the six months ended February 29, 2008, we realized a 61%
gross profit percentage, which was typical for the mix of products sold to
consumers and distributors.


13




Media
Advertising





Media
advertising for the three months ended May 31, 2009 decreased by $6,049 or 100%
to $0 from $6,049 for the corresponding period of the prior
year.  Media advertising for the six months ended May 31, 2009
decreased by $9,187 or 100% to $0 from $9,187 for the corresponding period of
the prior year.  The decreases resulted principally from the lack of
capital to fund an advertising budget and lack of product to
advertise.





Other
Selling, General and Administrative Expense





Other
selling, general and administrative expense for the three months ended May 31,
2009 decreased by $41,876 or 89% to $5,112 from $46,988 for the three months
ended May 31, 2008.  Other selling, general and administrative expense
for the six months ended May 31, 2009 decreased by $54,421 or 65% to $28,869
from $83,290 for the six months ended May 31, 2008.Other selling, general and
administrative expenses decreased in connection with the reduction in media
advertising and management’s efforts to conserve working capital.





As a
result of the foregoing, the Company earned net income from operations of
$14,130 for the three months ended February 28, 2009 as compared to a net loss
from operations of $29,372 for the three months ended February 29,
2008.





Other
Expense





For the
three months ended May 31, 2009, the Company incurred interest expense on notes
to related parties of $760 and $770, respectively, and $1,537 and $6,395 for the
six-month periods then ended, respectively.  The interest bearing
balances of borrowings from related parties were lower during the three and six
months ended May 31, 2009 than balances outstanding during the three months
ended May 31, 2008.





Income
Taxes





Because
of net losses in prior periods, no income taxes were accrued as of May 31,
2009.  Because of the net loss in the period ended February 29, 2008,
no taxes were accrued as of May 31, 2008.





Net
Income





The
Company realized a net loss of $5,901 for the three months ended May 31, 2009
compared to a net loss of $35,640 for the corresponding period of the prior
year.  The Company earned net income of $3,404 for the six months
ended May 31, 2009 compared to a net loss of $70,637 for the corresponding
period of the prior year.  The improved results for the three and six
month periods ended May 31, 2009 as compared to the corresponding periods of the
prior year reflect the atypical gross profit sale of our remaining inventory of
Avallon 8 hair regrowth product as noted above and our reduced operating
expenses while we consider new business opportunities.





Liquidity
and Capital Resources





As of May
31, 2009, the Company had cash and cash equivalents of $0 and a deficit in
working capital of $98,768.  This compares with cash and cash
equivalents of $0 and a deficit in working capital of $102,172 as of November
30, 2008.





Cash
provided by operating activities totaled $8,500 for the six months ended May 31,
2009 compared to $44,032 of cash used in operating activities for the
corresponding period of the prior year.  The funds provided in the
current period consist of the net income of $3,404 and a $5,096 increase in
accounts payable and accrued expenses.  Our cash flow used in
operations in the prior period is primarily attributable to the net loss of
$70,637 partially offset by a $24,828 decrease in inventory.





We had no
investing activities in the six months ended May 31, 2009.  Cash flows
provided by investing activities totaled $30,000 for the six months ended May
31, 2009, all from the repayment of a note receivable.


14





Cash
flows used in financing activities totaled $8,500 for the six months ended May
31, 2009, consisting of a repayment of borrowings under loans payable to related
parties.  For the corresponding period of the prior year, the
Company’s financing activities provided $8,761, which consisted of net
borrowings on the loans payable to related parties.





Inflation





In the
opinion of management, inflation will not have an impact on the Company’s
financial condition and results of its operations.





Off-Balance
Sheet Arrangements





The
Company does not maintain off-balance sheet arrangements nor does it participate
in any non-exchange traded contracts requiring fair value accounting
treatment.





ITEM
3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISKS





The
Company does not own or trade any financial instruments about which disclosure
of quantitative and qualitative market risks are required to be
disclosed.





ITEM
4.  CONTROLS AND PROCEDURES





Disclosure
controls and procedures are controls and other procedures that are designed to
ensure that information required to be disclosed by us in the reports that we
file or submit under the Exchange Act is recorded, processed, summarized and
reported, within the time periods specified in the Securities and Exchange
Commission’s rules and forms. Disclosure controls and procedures include,
without limitation, controls and procedures designed to ensure that information
required to be disclosed by us in the reports that we file under the Exchange
Act is accumulated and communicated to our management, including our principal
executive and financial officers, as appropriate to allow timely decisions
regarding required disclosure.





Evaluation
of Disclosure Controls and Procedures





As of the
end of the period covered by this Quarterly Report, we carried out an
evaluation, under the supervision and with the participation of our Chief
Executive Officer (CEO) and Chief Financial Officer (CFO), of our disclosure
controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under
the Securities Exchange Act of 1934, as amended (the “Exchange
Act”)).  Based on that evaluation, our CEO and CFO concluded, as
of the end of such period, our disclosure controls and procedures were
effective in ensuring that the information required to be filed or submitted
under the Exchange Act is recorded, processed, summarized and reported as
specified in the Securities and Exchange Commission's rules and forms, and
accumulated and communicated to our management, including our CEO and CFO, as
appropriate to allow timely decisions regarding required
disclosure.  .




Changes
in Internal Control over Financial Reporting





There
were no changes in internal controls over financial reporting that occurred
during the period covered by this report that have affected, or are reasonably
likely to effect, our internal control over financial
reporting.


15





PART
II - OTHER INFORMATION





ITEM
1.  LEGAL PROCEDINGS





None





ITEM
1A. RISK FACTORS





As a
“smaller reporting company” as defined by Item 10 of Regulation S-K, we are not
required to provide the information required by this item.





ITEM
2.  CHANGES IN SECURITIES





In April
2009, the Company issued 10,830,000 shares pursuant to an agreement dated April
1, 2008, which called for the conversion of debt owed to a related
party.  In addition, the Company cancelled 2,062,500 shares of common
stock it received in connection with the February 27, 2008 Settlement Agreement
between Bennoti, Inc and the Company.





ITEM
3.  DEFAULTS UPON SENIOR SECURITIES





None





ITEM
4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS





None





ITEM
5.  OTHER INFORMATION





None




ITEM
      6.
            EXHIBITS





a)
                            
                            Exhibits31.1
                            Certification
      of Chief Executive Officer pursuant to Section 302, of the Sarbanes-

                                Oxley
      Act of 2002.31.2
                            Certification
      of Chief Financial Officer pursuant to Section 302, of the Sarbanes-

                                Oxley
      Act of 2002.32.1
                            Certification
      of Chief 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 Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as

                                adopted
      pursuant to Section 906 of the Sarbanes-Oxley Act of
      2002.


16





SIGNATURES





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





LATIN
      AMERICAN TELECOMMUNICATIONS
                      VENTURE
      COMPANY - LATVCO.Date:
      July 17, 2009
                    By:
                    /s/
      David BakhshiDavid
      BakhshiPrincipal
      Executive Officer and Principal Financial
  Officer




17