U. S. SECURITIES AND EXCHANGE COMMISSION


WASHINGTON, D.C.  20549





FORM 10-K


(Mark One)





[X]
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


For the fiscal year ended December 31, 2010





[  ]
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934


For the transition period from ___________ to _____________





Commission File Number: 000-53372





AVT, INC.


(Name of small business issuer as specified in its charter)





Nevada
11-3828743(State or other jurisdiction of

incorporation or organization)
(I.R.S. Employer

Identification No.)341 Bonnie Circle, Suite 102

Corona, CA 92880

________________________________________________________________________

(Address of principal executive offices, including zip code)





Registrant’s telephone number, including area code:                (951) 737-1057


Securities registered pursuant to Section 12(b) of the Act:       None


Securities registered pursuant to Section 12(g) of the Act:       Common stock, $.001 par value


___________________





Indicate by check mark whether the registrant is a well-known seasoned issuer, as defined in

Rule 405 of the Securities Act
Yes

No
[   ]

[X]Indicate by check mark whether the registrant is not required to file reports pursuant

to Section 13 or Section 15(d) of the Act.
Yes

No
[   ]

[X]





Note – Checking in the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Exchange Act form their obligations under those Sections.





Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act of 1934 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 [  ]





Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) 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 of this Form 10-K.  Yes [ ]





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 the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule12b-2 of the Exchange Act.





Large accelerated filer  [   ]
Accelerated filer    [    ]Non-accelerated filer    [   ]

(Do not check if smaller reporting company)
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).  No [ X ]





State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed fiscal quarter:  $28,455,486 based upon 37,441,429 pre-split shares valued at $.76 per share]





Note - If a determination as to whether a particular person or entity is an affiliate cannot be made without involving unreasonable effort and expense, the aggregate market value of the common stock held by non-affiliate may be calculated on the basis of assumptions reasonable under the circumstances, provided that the assumptions are set forth in this Form.





APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY


PROCEEDINGS DURING THE PRECEDING FIVE YEARS





Indicate by check mark whether the registrant filed all documents and reports required to be filed by Section 12, 13, or 15(d) of the Exchange Act of 1934 after the distribution of securities under a plan confirmed by a court. Yes [  ]  No [  ]





(APPLICABLE ONLY TO CORPORATE REGISTRANTS)





Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:  As of March 10, 2011, there were 3,873,731 shares of our common stock were issued and outstanding.





DOCUMENTS INCORPORATE BY REFERENCE





List hereunder the following documents if incorporated by reference and the Part of the Form 10-K (e.g., Part I, Part II, etc.) into which the document is incorporated: (1) Any annual report to security holders; (2) Any proxy or information statement; and (3) Any prospectus filed pursuant to Rule 424(b) or (c) under the Securities Act of 1933.  The listed documents should be clearly described for identification purposes (e.g., annual report to securities holders for fiscal year ended December 24, 1980).





PART I





Item 1.   Business





THE COMPANY





AVT, Inc. is a public company.  Our common stock is quoted on the Pink Sheets in the over-the-counter market.





Our primary focus is on the design and manufacture of vending and product dispensing systems which utilize an inventive approach on development, integration of technology and advertising media.  AVT’s designs are innovative in that our systems exploit the use of an integrated PCs, having internet connectivity among a variety of other components that work in concert with the PC such as, printers, credit card readers, wireless devices, RF modules and just about any peripheral that is capable of connecting to a PC.  As a design manufacture, creator of specialty application software and integrator of technology, our products define the cutting edge of the vending and dispensing industry and position us as a leader and industry innovator.





We are also a vending operator having approximately 1,000 vending systems throughout the Los Angeles, Orange and Riverside, California counties.  It is our vending operation experience over the past years that adds to the distinctive advantage and overall success as a manufacture and leader of technology based vending products. Our executive offices, engineering and manufacturing facility and warehouse are located at 341 Bonnie Circle, Suite 102, Corona, CA 92880.  Our telephone number is (951) 737-1057.





We also own and operate a Mexican fast food restaurant, known as AC Mexican Food, Inc. dba, Jalapenos.  The restaurant is located in a food court of a retail mall at 20532 El Toro Road, #112, Mission Viejo, CA 92692.  The restaurant is a typical Mexican fast food restaurant that operates from mid morning through late evening with the majority of  its business being  lunch and dinner patrons.





We were originally incorporated under the laws of the State of Delaware on February 25, 1969 as Infodex, Incorporated.  In October, 2005, we acquired Automated Vending Technologies, Inc., a Nevada corporation and began focusing our business on vending operations. In December, 2006 we merged our operating wholly owned subsidiary into the parent company and in January of 2008, we changed our state of domicile to the State of Nevada and renamed the company to “AVT, Inc.”  We operate in the State of California as “AVT Vending, Inc.”





We have received a going concern opinion from our auditors.





THE BUSINESS





AVT, Inc. is an innovative developer, manufacturer and vending operator of technology based vending and product dispensing solutions and equipment that utilize specifically developed patent pending application software developed at and by AVT's software team.  We currently employ a workforce of approximately 40 people and services approximately 300 commercial and government vending accounts in Southern California.  We design our systems to utilize our patent pending technologies and AVT developed application software to drive our vending innovations which are in various stages of development and deployment.  AVT’s technology staff ranges from electrical and mechanical engineers to software developers, programmers and IT specialists thereby enabling us to design and control all aspects of our unique products while keeping the “edge” on all of our developed products.





Our business currently focuses on the following:





·
Design, development and manufacturing of the RAM 4000 vending machine, a refrigerated beverage/snack combination vending machine containing more sophisticated technology then our competitors and offered at competitive pricing.





·
Design, development and manufacturing of the RAM 5000 vending machine, a high capacity non-refrigerated snack/chip/pastry combination vending machine containing more sophisticated technology then our competitors and offered at competitive pricing.





·
Design, development and manufacturing an attractive, built-in, secure access vending cabinet for hotels that do not have on-site food service. Our AEMTM cabinet incorporates patent pending touch-screen to vend or TSVTM which replaces both stand-alone machines and in-room locked mini-fridges while providing controlled access and a range of direct customer billing options.





·
AVT has developed a variety of customized ‘high end” PC based product dispensing systems designed to meet the needs of customers looking to dispense specific products or branded products.  Most of these customized products utilize application software developed by AVT’s software team to give the unique intuitive operation expected by the customer.





·
Many of our custom dispensing systems are derivatives of the AVT RAM 4000 or 5000 base housing having touch screens, front panels and vinyl wrapped housings which are unique or customized to end customer’s needs for dispensing “branded” products.  For additional attention or attraction, many of the system include large color  digital signage.  These systems allow a variety of AVT designed technologies to be integrated into the system to meet specific customer needs for a custom dispensing system.  Our current high end product dispensing includes the Ivend, 24Hr. Vend Mart, and Tech-Store.





·
We developed Patent-Pending, affordable software called VMSTM (Vending Management System).VMSTM is application software that enables AVT designed and manufactured vending and product dispensing systems to be  remotely managed by the vending owners/operators allowing them to receive real time information via the Internet.  Our VMSTM  software also  allows for the reporting of cashless payments when the system is equipped with credit card accepting hardware.  Together  (VMSTM software and Credit Card reader) enabling patrons to use credit card or membership card for completing vending transactions.





·
We have developed and maintain an application software product for digital signage called AVTI MediaTM.  This application program is in effect a PC media player which is capable of playing all varieties of advertisements specifically designed to be played on PCs which are an integrated into and a part of our dispensing systems offered for sale.  Software designed a ads which are played by the integrated PC. The advertisements displayed on  highly visible, LCD displays for viewing by the general public.  ,  The LCD video panels which are also integrated into our vending systems)  are now create a new opportunity for advertisers to reach consumers in a captive setting while generating additional revenue from the sale of software based advertisements.





·
TSV (Touch Screen Vending) is our primary flagship application software product.  Designed and development by AVT’s software staff several years ago, it is like most of today’s application software, constantly maintained and in continuous refinement, support and development to remain compatible with and competitive with the ever changing PCs environment.  Our TSV software product is the primary foundation for ALL of AVT’s touch screen based systems like the RAM 4000 and RAM 5000 to name a few.  This application software is modular by design allowing extreme flexibly by our customers allowing them to have a product that is capable providing the system owner a specific “look and Feel” coupled with dispensing their own specific products via the customizable GUI interface.





·
Custom Application Software has become one of our principal products and source of revenue generation as well as becoming tangible assets of AVT, Inc.  Many of our customers will request a specific sequence of touch screen based pages that allow a user to intuitively navigate through a complete transaction.  These screens are defined as the customers “story board” and are in many cases the foundation of a customized sales of our product dispensing systems as it provides our customer with the means of having a low cost method to brand, expand and market their product.  All of our customized software projects use a blend of other AVT’s developed software IP (intellectual Property) products to complete the project.  In example, our software team will create a custom .dll (Direct Library Link) that will interface with or use parts of AVT’s TSV or AVTi Media modules (or other) thereby creating a custom software product that is then licensed to the customer buying our dispensing systems.  Each system AVT shops will include a paid licensee for use of the TSV, AVTI Media or other as needed.





Our goal is to be the leader in technology based vending and product dispensing solutions that are reflective of today’s “got to have it now” consumers. Serving international vending owners and operators whose desire is to have a better experience with vending equipment. We strive to grow our business by developing superior customer solutions, adapting new technologies, and pursuing appropriate mergers and acquisitions.  Our growth is dependant upon the development of new technology, the incorporation of advertisement on the vending machines, the sales of our RAM 4000 and RAM 5000 systems, the introduction of the next generation Product Dispensing Centers, and the development of   revolutionary vending technologies.





Vending History





Vending machines had been introduced to Americans over 70 years earlier by Thomas Adams, who installed them on New York City's elevated train platforms to sell his Chicklets gum. After World War II the vending industry grew twice as fast as the gross national product, driven by three primary factors: rising labor costs made machines an attractive alternative to human laborers; technological advances in food preservation and dispensing equipment permitted service of hot meals, sandwiches, coffee, and soft drinks; and technological advances were made in money-changing equipment. Vendors targeted "captive" markets in factories, offices, schools, and other institutions--a huge market with plenty of potential for growth and competition. The vending industry had achieved $2.5 billion in annual sales by 1960, and with statistics showing that Americans ate one in four meals away from home, vendors and stockbrokers foresaw a fine future for vending.





The Market





The vending industry is a $42 billion domestic market as reported by The Vending Times Census of the Industry 2004.  This figure represents the revenues generated by vending owners/operators and excludes office coffee and manual food service.  Manual food service represents an additional $10 billion in annual demand for convenience food.  Vended Food Products, which include refrigerated, frozen, can/bowl pack, and other meal items represents a $3.1 billion segment. While data on vended frozen foods is not stated specifically, industry sources including Vending Times and The Automatic Merchandiser Magazine concur that frozen food is a growth category while fresh foods are declining. Frozen food machines include ice cream machines as well as frozen entree machines that require an adjacent microwave oven to heat the item.





According to the Vending Times, there are an estimated 1.4 million vending locations throughout the United  States situated in manufacturing plants, factories, offices, government buildings, schools, colleges, hospitals and other public locations. These are served by approximately 9,000 vending operators.  In addition, there are approximately 52,000 hotels in the United States and 300,000 worldwide according to the American Hotel & Lodging Association (www.ahma.com). There are approximately 6,000 business-oriented hotels with more than 150 rooms, and approximately 14,000 hotels with 75 to 150 rooms. The growth rate for the overall vending market is 5% annually.





Our Products and Services





We have a family of products which are geared towards improving the experience of consumers, establishments, and operators in the convenience food, digital signage and product dispensing industry.





Our current line of products and services are described below.





Automated Express Market





We have developed and created our Automated Express Market (AEMTM) system which is Controlled Access Cabinet system. These custom built wood and steel based cabinets are PC based and designated for use in specialized locations such as hotels, Inns, c-stores, malls and retail stores that are limited in the ability to effectively sell and market food, convenience items or higher priced items which are subject to pilfering. The cabinets can be merchandised to dispense more than seventy-two selections including snacks, hot meals, ice cream, alcoholic and non-alcoholic beverages as well as personal amenities such as sunscreen, toothpaste, and brushes.  They can also be configured for high ticket items such as cell phones, digital cameras mp3 players personal electronic devise and more. The AEMTM system gives the hotel’s customers the convenience of billing directly to their room through touch screen pin technology so they do not have to carry cash or coin to make purchases. The system automatically posts the charge to the guest’s account by utilizing touch screen vending (TSVTM) and multi-payment capabilities. AEMTM cabinets have multiple payment options built in that include touch screen payment technology, credit/debit acceptors and smart card readers.   We are currently exploring opportunities with many limited service hotel chains in the U.S., a market that totals more than 50,000 establishments as well as c-stores and retail stores and shopping malls.





Media Advertising





We have developed a software product called AVTi MediaTM which allows for an advertising medium (player) to be added to virtually any of AVT designed systems including AEMTM cabinets and all four next generation vending and product dispensing systems.  By incorporating AVTI Media, we allow the consumer to view the media, advertising or hotel messaging while they make their selections.  AVTi Media can generate advertising revenue for owners and operators in many settings such as conference rooms, hotel lobbies, airport terminals, restaurants, car rental outlets and surgery center waiting rooms.  By having vending machines in prominent locations within major companies, the vending operator “owns” the valuable space that can be used to generate advertising revenue through the Digital TV Message Board or (DTVMB) technology.  Our Vending Management System software allows for the management of machine inventory, repairs, collections and advertising through remote access. VMSTM enables owner/operators to reduce costs and increase profits by enabling real time access to inventory levels, system status, machine service and daily receivables with little to no machine down time.





Vending Management SystemTM (VMS)





Our VMS systems is another AVT developed software product that allows us to remotely view  information for each machine to help plan for daily replenishment, sales statistics and alerts of systems malfunctions to operators as well as defect history for each machine by means of software error log files. This technology increases operational efficiency of vending operations and helps to prevent inventory shrinkage and skimming, both major control issues in the vending industry. A key differentiator relative to the offerings of other established players in the vending machine management space is that our VMS solution works via a DSL line cellular modem or Internet Wi-Fi and be substantially less expensive to own and operate than competing systems who do not use the internet for bi-directional transmission of vending system data.





Vend Sensing System (VSS)





We have developed and have a patent pending on our VSS product to provide a surefire solution for detecting all vended items.  The VSS was developed specifically to detect that a vending type of product has dropped from one of the dispensing columns directly above the sensing system and has fallen into the customer delivery bin at the base of the vending system.





The VSS is coupled directly with the vending system control electronics in such that the VSS circuitry is disabled until the vending system control electronics has received payment.  Once payment has been received and the vending system starts the dispensing process, the control electronics enables the VSS circuitry to detect product which has been dispensed and has dropped into the delivery bin below.  During this sensing period, the VSS circuitry is only enabled for the empirical time period it takes to detect any one of the vendible products to fall into the delivery bin.





During the sensing period of time, the VSS circuitry uses an auto-calibrated ultrasonic beam to detect if an object of just about any size, form or shape (designed for detection of any object that can be vended) has fallen into the detectable space of the customer product delivery bin.  If an object (vended product) enters the detectable vending space, the VSS circuitry detects the object and in turn sends a “detected” signal to the Control Electronics.  If the VSS circuitry does not detect an object has entered the customer delivery bin space within the allotted empirical time frame, the VSS circuitry returns a command signal to the control electronics that a “no vend object detected”.  It is the control electronics responsibility to determine the next appropriate action to take.





This invention for product detection provides many distinct and exciting advantages over conventional detection.  First and foremost, the VSS is calibrated to “look” across the entire cross-sectional area of the delivery bin.  This is a primary advantage over the conventional light beam detection method.  The detection system is compatible in cost to that of traditional vending detection systems.  The “self calibration mode allows the system to be able to retrofit into other vending systems with minimal modification needed.





Vending Machine Manufacturing, Sales and Placements





We currently manufacture next generation refrigerated and high capacity snack machines as well as standard and customized product dispensing systems. These machines have been designed to meet or exceed our specific performance specifications and give us the ability to minimize costs traditionally associated with purchasing new equipment.  The manufacturing of our own equipment also allows us to incorporate our technology into the systems during at the time of production reducing the costs associated with retrofitting units. We sell these systems directly to distributors, vending operators and end users located primarily throughout the United States, Canada and Mexico. We believe that we are currently the only manufacturing entity with this capability in the vending industry, giving us a tremendous lead and advantage over our competition.





The major competitive advantages of AVT’s next generation machines is they all have the capability of being configured with an integrated PC.  The integrated PC allows for a variety of additional functions which include but are not limited to, cashless vending, remote sales management and media advertising for creating additional revenue through the sale and display of advertising play loops.  The feature of playing multiple looping advertisements yields the possibility of adding additional stream of revenue which may exceed that of the sales of vended product.  Another significant advantage is the  ability to plug into a standard 120 VAC household power outlet. As an operator, AVT’s experience is that the unit price of a machine and sometimes the required 220VAC circuits for the units represent major constraints to growth of a vending company.  Our next generation machines will cut machine acquisition cost by greater than 50% and eliminate expensive power outlet upgrades for establishments and operators increasing placement and sales opportunities.  Through the design and manufacturing of vending and product dispensing systems using new technologies, we have become a vendor of equipment for the entire gamete of food and high priced consumer electronics and dispensed items. With capabilities to produce machines that are far less expensive, less power demanding and having multi-pay options other than the traditional market standard, we have the opportunity to grow the mainstream as well as specialty segment of vending machine manufacturing and operations to become a major equipment provider to other distributors, all without a heavy capital investment.





BUSINESS STRATEGY





Manufacturing Capabilities





AVT is a full service developer and manufacture of highly integrated vending and product dispensing systems.  Over the past several years, AVT has assembled an integral team of experienced engineers and qualified technicians and software programmers to develop technology based solutions comprised of original and inventive technology and integrating this technology into a line of sophisticated self service products.  At the heart of our business is our engineering, manufacturing and creation of inventive and functional application software for use on AVT designed and manufactured systems.





Design:  AVT employs a complete design team.  Our engineers use creative tools such as “Solid Works” to develop and generate CAD drawings used by our local manufacturing partners as well as our OEM manufacture in China to produce our state of the art vending systems components which are shipped to our 30 thousand square foot facility in Corona, California for integration, assembly, final testing and deployment.


A multitude of electrical and software tools are also used to create AVT’s proprietary control boards, sensors, and firmware used by all AVT branded product.





Software Development:  We also employ a complete software design and development team.  Our software products are a key factor to the success, functional operation and financial position of the company.  As AVT owned IP, once developed, our software products are sold as a licensed part of every system AVT sells that has been integrated with an optional PC.  We design our software products using today’s state of the art high level programming environments which produce effective and efficient software programs that are highly flexibly and user friendly while maintaining the elevated degree of complexity and inventiveness that yield a superior and competitive product.





PRODUCTS





The RAM4000 Vending Machine





Our RAM4000 is a refrigerated vending system..  This is a refrigerated snack/beverage combo machine that uses all of our current technology to vend 4 rows of food, beverage, snack and candy or any combination thereof .  The RAM4000 is ideal for smaller populated vending accounts, OCS locations and the school segment.  The RAM400 uses our optional Multi-Pay system allows the machine to accept Cash, ATM, and Credit Cards.  The system also accepts AVT’s optional AVTi Media product and VSS product drop detection system.





The RAM5000 Vending Machine





Our RAM5000 machine is our answer to the industry’s need for a higher capacity non refrigerated snack machine which utilizes all of our current technology.  The RAM5000 vends 5 rows of non-refrigerated snack and candy or any combination thereof. RAM5000 is ideal for smaller populated vending accounts needing a high capacity vending machine, OCS locations and the school segment. Like the RAM4000, the RAM5000 uses our optional Multi-Pay system allows the machine to accept Cash, ATM, and Credit Cards.  The system also accepts AVT’s optional AVTi Media product and VSS product drop detection system.





Kiosk Systems





In addition to our vending machines, we have incorporated a line of computer and technology based kiosk systems.  These kiosks will be deployed in conjunction with our line of RAM vending systems as well as being sold as self service or control center kiosks systems.  All kiosks have the ability to be fitted with digital signage which runs our media software products to be come a part of AVTi Media Network.





AVTi Media





AVTi Media is an advertising medium option available basically all AVT products including our next generation vending RAM 4000/5000 vending systems.  AVTi Media displays media, advertising, or hotel messaging on video screens located on the vending machine or product dispensing systems..  Consumers may view the media while they make their selections at the vending machine.  AVTi Media can generate advertising revenue for owners and operators in many settings. Our target market are surgery centers, health clubs, dentist offices, retail sites, and any organization that has a high-traffic, captive audience that is striving to enhance the experience of their customers.





Fabrication





We fabricate the housing for our vending machines utilizing offshore contract manufacturers.  Our final fabrication and assembly is based in Corona, California at our main facility.  Local manufacturing includes approximately 10,000 sq/ft of sheet metal fabrication and 15,000 sq/ft of assembly.  In-house Fabrication Capabilities include; Sheet Metal Forming, Welding, NC Punching, pot Welding, Machining and Fab Win (Fabrication Programming Software).  In-House Assembly Capabilities include; Line Assembly, System Integration, QC Testing, Silk Screening, Operational Testing.





COMPETITION





Manufacturing Competition





We primarily manufacture two vending systems; a refrigerated low capacity machine, the RAM 4000, and a non-refrigerated high capacity vending machine, the RAM 5000.  Both of these base models systems can house a variety of AVT designed and integrated technology making either the RAM 4000 or RAM 5000 or any one of the several derivative systems unique with the vending industry.  Several of our pending patents may present a potential monopoly within the vending industry thereby forcing other manufacturing competitors to pay us for royalties or licenses fees for use of our patented technologies.





Many of our manufacturing competitors have been in business for many years building base line types of traditional vending systems. We believe that these companies are competitors for our RAM 4000 and RAM 5000 base line systems.  Several of these competitors are described below.





•  Crane:
Which also owns Dixie Narco, AP (Auto Products) and National Vendors is the largest manufacture of traditional baseline vending systems.•  USI:
A seasoned vending manufacture having many years in the manufacturing of traditional baseline vending systems.•  AMS:
A large manufacture which designs its own traditional baseline systems and has been in the vending business for many years.•  Zoom Systems:
A manufacture which does design vending systems which integrate high levels of technology.    Because Zoom Systems integrates high levels of technology into its systems, it would be considered one of AVT’s primary competitors.





Although we have competition with vending routes and vending machine sales, we believe that as a technology based company, we are unique to the vending and kiosk industries in that we have the ability to design, develop then integrate our technology into our premium line of vending systems.  Due to this specialized approach, we believe that other than Zoom Systems,  we currently do not have any significant competition which is capable of integrating current technologies in the form of PC based operation, RF wireless control or similar technologies seamlessly into vending systems or products.





Vending Operations Competition





There are several vending companies in Southern California and the United States.  These competitors offer machine sales and vending route operations much the same as we do.





Our route and vending operations serve as our core business structure.  Our route and vending operations utilize approximately 10 service trucks to service approximately 650 placed systems in 250 locations.  Our service operation is based in Corona California and covers the primarily the areas of Riverside, Orange and Los Angeles counties.   We currently compete in these counties with several other competitors.  Although these are our competitors from the sense that they have offer similar route and vending services, they do not manufacture machines as we do.   These competitors are as follows.








•  Take a Break:
Primary operations in Corona having about 20 trucks to service their routes.•  Continental:
Primarily operations in Orange County having have about 30 to 35 trucks servicing their routes.•  Complete:
Primarily operations in Riverside and San Bernardino Counties havingapproximately about 19 trucks.





PATENTS





We currently have five pending patents for our technology.  These pending patents are summarized below.





Multimedia System, Method for Controlling Vending Machines


Serial Number 11-588,422


(Filed:  October 27, 2006)





Conventional control of vending systems is typically done by using a system control board consisting of a PWB (printed circuit board) and a microcontroller supported by a group of discrete electronic components.  These system components are used to control the various system functions of a vending machine i.e. spinning of auger motors, control of bill and coin acceptors, LED display feed back etc.





Our invention of Touch Screen Vending or TSV has redefined the conventional method of vending machine control.  TSV empowers the use of a multimedia PC and a color touch LCD display to virtually control the complete operation of the vending machine.  The PC stores a data base software program of all desired products to vend with an associated color digital image of each item.  A second application program displays the color image of the intended items to vend in the exact format as seen through the glass front of the vending machine.  The PC also controls the collection of currency (i.e. bill acceptor, coin acceptor, credit card reader) in place of the vending machines control board.  I/O (input/output) ports from the PC are used to interface to the vending machine control board and all aspects of operation of the vending machine is under complete control by a multimedia PC coupled with the touch screen LCD.





This invention for the control of vending machines provides many distinct and exciting advantages over conventional control such as the universal language of using a touch display to select desired products to vend in place of an alphanumeric keypad.  The system can generate virtually any type of report to combat money or product shrinkage while providing exact control of inventory.  The LCD provides a means of generating additional revenue through advertising displayed products or other services while the system in idle mode.





Vend Operating System


Claims to be amended to the Multimedia System, Method forControlling Vending Machines – Serial Number 11-588,420


(Filed:  October 27, 2006)





Our Vend Operating System (Vend OS) is a next generation vending and product dispensing system utilizing a personal computer (PC) to drive the system components and utility software.  The uniqueness in the system lies in that the vending system uses a PC to control the vending system as compared to the prior art in the vending industry which typically uses discrete component controllers for overall system operation and control.





Our Vend OS is broken up into two sections hardware and software. The hardware consists of the following devices: Virtual Sensing System (VSS), a USB Omni-pattern scanner, a USB Magtek Card Reader, a USB Pyramid Bill Acceptor, a MDB Coinco coin machine, a 7 inch LCD screen built-in with the Nano-ITX PC, and a portable mpeg player (allowing static media files to play in a continuous loop).   The software consists of the following applications: Vending Management System (VMS), Touch Screen Vending (TSV) and AVTI Digital Signage Media.





Our Vend OS is extremely flexible in its capabilities because the product is installed in our RAM bases systems without any peripheral devices and a Nano-ITX computer that includes a freeware developed by our engineering department running as a Windows’ service allowing vending by conventional ways. This freeware allows sales data and records to be stored in a secure database and has the capability of manipulating a machine’s state remotely through internet connectivity, memory stick, cell modem or phone line.





With our Vend OS we can:  manipulate product prices; turn the machine off and on, turn the compressor off and an, manipulate the change returned, manipulate the system clock, and read the machine’s state from the MDB interface and motor/auger control.  Our Nano-ITX computer includes an optional 7” touch wide screen LCD, a flash ROM that runs Microsoft Embedded System, a MDB to RS-232 interface board that connects from a VMC board to the PC serial port, motor driver printed circuit board and a PCMCIA modem that allows wireless internet connection as a typical system but control for any variety of input or out put devices are part of the scalable system.





Wireless Management of Remote Vending


Serial Number 60-730,369


(Filed:  October 27, 2005)





Conventional methods for managing the inventory of vending machine product, price selection and for checking the daily sales numbers are typically performed by a route driver who manual checks the vending machine on a frequent basis by driving to the vending machine/s location and performing a variety of manual operations which include interrogation of the vending machine’s control board.





The invention of “Wireless Management of Remote Vending” defined as VMS (Vending Management System) is a method for performing the management on many of the above listed vending machine functions.  Information on vending activity is stored in the vending machine’s electronic control board which is then wirelessly transmitted out through the VMS module to a wireless cell phone network.  The information received on wireless network is downloaded then transmitted over the internet to one central PC server/s located at AVT.  The information stored on AVT’s server/s can be accessed via a secure log-in function (user’s account) to review and manage any specific vending machine in the network (which has been equipped with a VMS module).  The flow of VMS information and data is a bi-directional operation.  Users can also upload data, changes and control function out from their secure account to any of the vending machines in their specific network.





VMS was designed to be a low cost solution with high tech performance.  Vending route operators with as little as one or and many as one hundred (or more) vending systems in the field and equipped with VMS can now remotely and effectively control and managed their vending operations from a single PC located at the home office.  Remote VMS management controls money and product shrinkage, manages inventory by letting the vending operator know exactly what has sold and what needs to be replaced and monitors and transmits systems critical information such as machine temperature, system errors and failure modes and alerting the vending operator instantly for expeditious disposition on any vending system in the field equipped with a VMS telemetry module.





Vend Sensing System


Serial Number 11-976,311


(Filed:  October 23, 2007)





Historically, the vending industry has typically used the conventional method of breaking or impeding a light beam for detecting when a product which has vended (dropped from a column above delivery bin).  In most cases, the light beam consists of an infrared transmitter and infrared detector which are mounted in a direct “line of site” of each other.  When a product has dropped across the light beam, the product will momentarily break the path of the light beam which sends an interruption signal to the vending system’s control board for processing.  Because a focused light beam is inherently narrow, this often causes the light beam to miss narrow items such as a thin candy bar.  Our Vend Sensing System (VSS) has redefined this conventional method for detecting a vended product utilizing ultrasonic sound.





During the sensing period of time, the VSS circuitry uses an auto-calibrated ultrasonic beam to detect if an object of just about any size, form or shape (designed for detection of any object that can be vended) has fallen into the detectable space of the customer product delivery bin.  If a vended product enters the detectable vending space, the VSS circuitry detects the object and in turn sends a “detected” signal to the control electronics. If the VSS circuitry does not detect an object has entered the customer delivery bin space within the allotted empirical time frame, the VSS circuitry returns a command signal to the control electronics that a “no vend object detected.”  It is the control electronics responsibility to determine the next appropriate action to take.





The VSS is coupled directly with the vending system control electronics so that the VSS circuitry is disabled until the vending system control electronics has received payment.  Once payment has been received and the vending system starts the dispensing process, the control electronics enables the VSS circuitry to detect product which has been dispensed and has dropped into the delivery bin below.  During this sensing period, the VSS circuitry is only enabled for the empirical time period it takes to detect any one of the vendible products to fall into the delivery bin.





This invention for product detection provides many distinct and exciting advantages over conventional detection.  First, the VSS is calibrated to “look” across the entire cross-sectional area of the delivery bin.  This is a primary advantage over the conventional narrow light beam detection method.  The detection system is compatible in cost to that of traditional vending detection systems and because it is self calibrating, it can readily retrofited into other vending systems with minimal modifications.





System and Method for Interactive Advertising


Serial Number 60-935,045


(Filed:  July 24, 2007)





Our System and Method for Interactive Advertising is a unique solution for potential clients or users to interact to a specific network of supplied information such as advertising and branding via a secure or unsecured network.  The system is designed to allow for direct customer interaction through existing telephone switch based infrastructure such as pay phones.





The new system essentially takes our base advertising hardware/software products and adapts them for the telephone industry.  This adds a level of customer interaction based upon touch or other interactive means such as a keyboard or a display message.  Customers using the system may be rewarded either with discounts and/or promotional deals depending upon the touched advertisement after responding to simple instructions displayed on the screen.





In addition, the smart technology integrated into each system telephone may also be fitted with the appropriate hardware to make that specific location a “Hot-Spot.”  Each Hot-Spot provides customers with another means  of interacting with the ATV network through free of fee-based connectivity using the customer’s portable device such as a smart phone or laptop computer, or any other portable electronic device capable of linking to the Hot-Spot by means of cable, wireless, or infrared radio frequency.  Each Hot-Spot location allows customers to use wireless internet within the location’s range to aid them in acquiring their discounts and/or rewards more quickly and specific advertisements may be downloaded and displayed on the phone touch screen.  Ideally, customers may form a dependency for the Hot-Spot’s use and become a habitual user of the AVT technology and services.





Effect of existing or probable governmental regulations on the business





The effects of existing or probable government regulations are minimal.





SOFTWARE APPLICATIONS





AVT is dedicated to the development of technology enriched vending and product dispensing systems.  Our fabrication and design team is staffed with software, electromechanical and firmware engineers, and information technology specialists with the primary responsibility of developing and integrating new technology into our vending systems.





Our software team uses creative tools such as “Solid Works” to develop and generate CAD drawings which are used by our local manufacturing partners and OEM manufacture in China to produce our state of the art vending systems, components and retrofit designs.  These machines are shipped to our facility in Corona, California for integration, assembly, final testing and deployment.





Software effort is the design and enhancement of our AVTi Media products.  The AVTi Media products are integrated into our base systems and also sold to other vending manufactures.  The following is a summary of our current AVTi products:





•  AVTi Media Administer:  This is a program designed to manage and administer all aspects and features of our digital signage program.  The Media Administrator allows a remote operator to create, manage, update and scheduled ads that will play on LCD displays which have been integrated into vending systems.





•  AVTi Media Client: This is a program designed be located on the vending system’s integrated PC and has the priority of playing the ad “play list.”  This client software also uses prescheduled times to monitor the server to “update” the playlist as required.





•  AVTI Media Server:  This is a server based program which coordinates the efforts, changes and directives from the administrator program with the schedule efforts of all the multiple clients located in the field and connected via the internet.





Our secondary fabrication and design efforts run concurrently with our primary efforts to support ongoing systems and to develop new products.  These products are summarized as follows:





•  TSV:  Touch Screen Vending is an ongoing software development effort which is our primary flagship software product.  This is a modular program designed to evolve with the changing technologies supporting our vending and dispensing products.





•IVend:This is an ongoing development design that features a high-end dispensing center which combines our base RAM 4000 cabinet with a creative front door design which includes interactive touch screens and a variety of other supported hardware.  The IVend also has its own software application program which is designed to provide a high degree of interactive and intuitive application to the user.





•Tech Store: This system is similar to our IVend system designed for middle priced systems.





•Vend Mart: This system is similar to our IVend system designed for entry level priced systems.  The Vend Mart also has its own software application program which is design to provide  a high degree of interactive and intuitive application to a base line vending systems equipped with TSV.





In additional, we have a variety of ongoing hardware and software R&D projects which are at various stages of development.  The following is a brief list of some of our non-confidential R&D efforts:





MDB – PC Software Interface

DEX to PC software Interface

MDB to USB Hardware Device

DEX to Radio Controller PCB

X – Y Dispensing Center Design
VMSII – Hardware/Server/Software Project

VMS – Drop Sensing efforts

AEM Cabinet Design

Multiple All-In-One PC/LCD Displays designs

Multiple Custom Dispensing Projects





Costs and effects of compliance with environmental laws





The expense of complying with environmental regulations is of minimal consequence.





Number of total employees and number of full time employees.





We currently have approximately 23 full time employees and 5 part-time employees.  We allow and utilize the services of independent contractors.





Item 1A.  Risk Factors





An investment in our common stock involves a high degree of risk.  You should carefully consider the following risk factors and the other information in this registration statement before investing in our common stock.  Our business and results of operations could be seriously harmed by any of the following risks.





We have a limited operating history and may not succeed.





We have a limited operating history and may not succeed.  Our plans and businesses are “proposed” and “intended” but we may not be able to successfully implement them.  Our primary business purpose is vending operations and manufacturing.  We expect that unanticipated expenses, problems, and technical difficulties will occur and that they may result in material delays in the operation of our business.  We may not obtain sufficient capital or achieve a significant level of operations and, even if we do, we may not be able to conduct such operations on a profitable basis.





Our common stock is a “Penny Stock” which trades on the Pink Sheets on the over-the-counter market, as a result, there are additional risks associated with stock and you may be unable to liquidate your investment in our stock quickly.





Our common stock is considered a “Penny Stock” which trades on the Pink Sheets on the over-the-counter market.  As a result, there are additional risks associated with our common stock and you may be unable to liquidate your investment in our common stock quickly.





Our common stock is subject to the “Penny Stock” rules of the SEC.





The Securities and Exchange Commission has adopted Rule 15g-9 which establishes the definition of a “penny stock,” for the purposes relevant to us, as any equity security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to certain exceptions. For any transaction involving a penny stock, unless exempt, the rules require:





•           that a broker or dealer approve a person's account for transactions in penny stocks; and





•
the broker or dealer receive from the investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased.





In order to approve a person's account for transactions in penny stocks, the broker or dealer must:





•           obtain financial information and investment experience objectives of the person; and





•
make a reasonable determination that the transactions in penny stocks are suitable for that person and the person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks.





The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prescribed by the Commission relating to the penny stock market, which, in highlight form:





•           sets forth the basis on which the broker or dealer made the suitability determination; and





•
that the broker or dealer received a signed, written agreement from the investor prior to the transaction.





Generally, brokers may be less willing to execute transactions in securities subject to the “penny stock” rules. This may make it more difficult for investors to dispose of our common stock and cause a decline in the market value of our stock.





Disclosure also has to be made about the risks of investing in penny stocks in both public offerings and in secondary trading and about the commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and the rights and remedies available to an investor in cases of fraud in penny stock transactions. Finally, monthly statements have to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks.





We require substantial capital requirements to finance our operations.  Our inability to obtain financing will adversely impact our business.





We will require additional capital for future operations.  We plan to finance anticipated ongoing expenses and capital requirements with funds generated from the following sources:





§
cash provided by operating activities;


§
available cash and cash investments; and


§
capital raised through debt and equity offerings.





The uncertainties and risks associated with future performance and revenues will ultimately determine our liquidity and our ability to meet anticipated capital requirements.  If declining prices cause our anticipated revenues to decrease, we may be limited in our ability to replace our inventory.  As a result, our production and revenues would decrease over time and may not be sufficient to satisfy our projected capital expenditures.  We may not be able to obtain additional financing in such a circumstance.





Our stock price has been extremely volatile and, as a result, you may not be able to resell your shares at or above the price you paid for them.





The stock price of our stock as has been extremely volatile and an active public market for our common stock may not develop or be sustained.   Further, the market price of our common stock may decline below the price you paid for your shares.





Among the factors that could affect our stock price are:





§
industry trends and the business success of our vendors;


§
actual or anticipated fluctuations in our quarterly financial and operating results, including our comparable store sales;


§
our failure to meet the expectations of the investment community and changes in investment community recommendations or estimates of our future operating results;


§
strategic moves by our competitors, such as product announcements or acquisitions;


§
regulatory developments;


§
litigation;


§
general market conditions;


§
other domestic and international macroeconomic factors unrelated to our performance; and


§
additions or departures of key personnel.





We have substantial indebtedness.





As of September 30, 2010, we had outstanding indebtedness of $1,638,740 which includes $772,668 in convertible notes which require us to make quarterly cash interest payments.  As of December 31, 2009, we had outstanding indebtedness of $2,173,515 which includes $1,521,951 convertible notes which require us to make quarterly cash interest payments.  Our ability to meet our debt service requirements will depend upon achieving significant and sustained growth in our expected cash flow, which will be affected by our success in implementing our business strategy, prevailing economic conditions and financial, business and other factors, some of which are beyond our control.  Accordingly, we cannot be certain as to whether or when we will have sufficient resources to meet our debt service obligations. If we are unable to generate sufficient cash flow to service our indebtedness, we will have to reduce or delay planned capital expenditures, sell assets, restructure or refinance our indebtedness or seek additional equity capital. We cannot assure you that any of these strategies can be effected on satisfactory terms, if at all, particularly in light of our high levels of indebtedness. In addition, the extent to which we continue to have substantial indebtedness could have significant consequences, including:





-
our ability to obtain additional financing in the future for working capital, capital expenditures, product research and development,  acquisitions and other general corporate purposes may be materially  limited or impaired,





-
a substantial portion of our cash flow from operations may need to be dedicated to the payment of principal and interest on our indebtedness and therefore not available to finance our business, and





-
our high degree of indebtedness may make us more vulnerable to economic downturns, limit our ability to withstand competitive pressures or reduce our flexibility in responding to changing business and economic      conditions.





The vending industry is a competitive industry and we may not be able to compete with our competitors.





The vending industry is highly competitive. We compete in both the vending manufacturing and vending operations segment of the industry with companies that offer the same services that we do.  Many of our competitors have significantly greater resources than we do.  Although we believe we have an competitive advantage based upon the lower pricing of our products, a substantial decline in price could adversely affect consumer demand for our products and reduce our competitive advantage.  Although we believe that there are significant barriers to entry to new competitors in the vending market due to, among other things, the substantial capital outlay required to purchase the number of machines needed to achieve competitive operating efficiencies, a competitor with significant financial resources may be able to compete with us.  There can be no assurance that any competitors will not be able to raise the required capital to effectively compete with us.





In addition, we may face new competition as we seek to expand into international markets and develop new products, services and enhancements. Many of the competitors have greater experience than we do in operating in these international markets. Moreover, new products that we intend to develop, such as advertising, may subject us to competition from companies with significantly greater technological resources and experience.  Many of our potential competitors have longer operating histories, greater name recognition, larger customer bases and significantly greater financial, technical, marketing and public relations resources than we have. These competitors may be able to undertake more extensive marketing campaigns, adopt more aggressive pricing policies and make more attractive offers to consumers and businesses. Our competitors might succeed in developing technologies, products or services that are more effective, less costly or more widely used than those that have been or are being developed by us or that would render our technologies or products obsolete or noncompetitive. We cannot be certain that we will be able to compete effectively with current or future competitors.  Competitive pressures could seriously harm our business, financial condition and results of operations and our ability to achieve sufficient cash flow to service our indebtedness.





The success of our potential new services and products is uncertain.





We have committed, and expect to continue to commit, significant resources and capital to develop and market existing product and service enhancements and new products and services.  One example is our AVTi advertising business.  These products and services are relatively untested, and we cannot assure you that we will achieve market acceptance for these products and services, or other new products and services. Moreover, these and other new products and services may be subject to significant competition with offerings by potential competitors in addition to companies that compete in our coin processing business. Many of these potential competitors have significantly greater technological expertise and financial and other resources than we do. In addition, new products, services and enhancements may pose a variety of technical challenges and require us to enhance the capabilities of our network and attract additional qualified employees. The failure to develop and market new products, services or enhancements successfully could seriously harm our business, financial condition and results of operations and ability to achieve sufficient cash flow to service our indebtedness.





Our business is dependent upon continued market acceptance by consumers.





We are substantially dependent on continued market acceptance of our vending machines by consumers. Although believe that the use of vending machines in the United States is gaining better consumer acceptance, we cannot predict the future growth rate and size of this market.








We depend upon third-party manufactures and suppliers and the loss of such third-party manufactures and suppliers would seriously harm our business.





We depend, and will continue to depend, on outside parties for the manufacture of our vending machines and its key components. We intend to expand our manufacturing and such expansion may be limited by the manufacturing capacity of our third-party manufacturers and suppliers. Although we expect that our current third-party manufacturers and suppliers will be able to produce sufficient units to meet projected demand, if there is an unanticipated increase in demand for our units, we may be unable to meet such demand due to manufacturing constraints.   Should our third-party manufacturers and suppliers cease making our, we would be required to locate and qualify additional suppliers. We may be unable to locate alternate manufacturers on a timely basis.





Our prior growth rates may not be indicative of our future growth rates and should not be relied upon.





You should not consider prior growth rates in our revenue to be indicative of our future operating results. The timing and amount of future revenues will depend almost entirely on our ability to obtain new vending routes and make vending machine sales.  Our future operating results will depend upon many other factors, including:





- the level of product and price competition,





- our success in expanding our business network and managing our growth,





- our ability to develop and market product enhancements and new products,




- our ability to enter into and penetrate new international markets, such as Mexico and Canada,





- the timing of product enhancements, activities of and acquisitions by competitors,





- the ability to hire additional employees, and





- the timing of such hiring and the ability to control costs.





We may be unable to adequately protect or enforce our patents and proprietary rights.





Our future success depends, in part, on our ability to protect our intellectual property and maintain the proprietary nature of our technology through a combination of patents, licenses and other intellectual property arrangements, without infringing the proprietary rights of third parties. We currently have four pending patents relating to our business.  We cannot assure you that these pending patents will be issued or that any of our patents will be held valid if challenged, that any pending patent applications will issue, or that other parties will not claim rights in or ownership of our patents and other proprietary rights. Moreover, patents issued to us may be circumvented or fail to provide adequate protection. Our competitors might independently develop or patent technologies that are substantially equivalent or superior to our technologies.  Since patent applications in the United States are not publicly disclosed until the patent is issued, applications may have been filed by others which, if issued as patents, could cover our products. We cannot be certain that others will not assert patent infringement claims or claims of misappropriation against us based on current or pending U.S. and/or foreign patents or trade secrets or that such claims will not be successful.





In addition, defending our company against these types of claims, regardless of their merits, could require us to incur substantial costs and divert the attention of key personnel. Parties making these types of claims may be able to obtain injunctive or other equitable relief which could effectively block our ability to provide our services and could result in an award of substantial damages. In the event of a successful claim of infringement, we may need or be required to obtain one or more licenses from, as well as grant one or more licenses to, others. We cannot assure you that we could obtain necessary licenses from others at a reasonable cost or at all.





We also rely on trade secrets to develop and maintain our competitive position. Although we protect our proprietary technology in part by confidentiality agreements with our employees, consultants and corporate partners, we cannot assure you that these agreements will not be breached, that we will have adequate remedies for any breach or that our trade secrets will not otherwise become known or be discovered independently by our competitors. The failure to protect our intellectual property rights effectively or to avoid infringing the intellectual property rights of others could seriously harm our business, financial condition and results of operations and ability to achieve sufficient cash flow to service our indebtedness.





We depend upon key personnel, the loss of which could seriously harm our business.





Our performance is substantially dependent on the continued services of our executive officers and key employees.   Our long-term success will depend on our ability to recruit, retain and motivate highly skilled personnel. Competition for such personnel is intense. We have at times experienced difficulties in recruiting qualified personnel, and we may experience difficulties in the future.  The inability to attract and retain necessary technical and managerial personnel could seriously harm our business, financial condition and results of operations and our ability to achieve sufficient cash flow to service our indebtedness.





Our management has broad discretion over the use of capital raised.





We plan on raising capital for working capital and to help pay off the outstanding indebtedness and for general corporate purposes, including financing the Company's expansion. Thus, management will have broad discretion in allocating proceeds of any offering.




Requirements associated with being a reporting public company will require significant company resources and management attention.





We have only recently been subject to the reporting requirements of the Securities Exchange Act of 1934, or the other rules and regulations of the SEC or any securities exchange relating to public companies. We are working with independent legal, accounting and financial advisors to identify those areas in which changes should be made to our financial and management control systems to manage our growth and our obligations as a public company. These areas include corporate governance, corporate control, internal audit, disclosure controls and procedures and financial reporting and accounting systems. We have made, and will continue to make, changes in these and other areas, including our internal controls over financial reporting. However, we cannot assure you that these and other measures we may take will be sufficient to allow us to satisfy our obligations as a public company on a timely basis.





In addition, compliance with reporting and other requirements applicable to public companies such as Sarbanes Oxley will create additional costs for us, will require the time and attention of management and will require the hiring of additional personnel and outside consultants. We cannot predict or estimate the amount of the additional costs we may incur, the timing of such costs or the degree of impact on our management's attention to these matters will have on our business.





In addition, being a reporting public company could make it more difficult or more costly for us to obtain certain types of insurance, including directors' and officers' liability insurance, and we may be forced to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. The impact of these events could also make it more difficult for us to attract and retain qualified persons to serve on our board of directors, our board committees or as executive officers.





Our estimates may prove to be inaccurate and future net cash flows are uncertain.  Any significant variance from these assumptions could greatly affect our estimates.





Our estimates of both future sales and the timing of development expenditures are uncertain and may prove to be inaccurate.  We also make certain assumptions regarding net cash flows and operating costs that may prove incorrect when judged against our actual experience.  Any significant variance from these assumptions could greatly affect our estimates of future net cash flows and our ability to borrow under our credit facility.





Our preferred stock has rights senior to those of our common stock which could adversely affect holders of common stock.





Our charter documents give our board of directors the authority to issue series of preferred stock without a vote or action by our stockholders.  The board also has the authority to determine the terms of preferred stock, including price, preferences and voting rights.  The rights granted to holders of preferred stock may adversely affect the rights of holders of our common stock.  Currently, our board has authorized our Series A Convertible Preferred Stock which has a liquidation preference – a pre-set distribution in the event of a liquidation – that would reduce the amount available for distribution to holders of common stock.  In addition, our Series A Convertible Preferred Stock has voting rights which are superior to the voting right of the holders of our common stock.  In addition, the issuance of preferred stock could make it more difficult for a third party to acquire a majority of our outstanding voting stock.  As a result, common stockholders could be prevented from participating in transactions that would offer an optimal price for their shares.





We do not anticipate paying cash dividends on our capital stock in the foreseeable future.





We do not anticipate paying cash dividends in the foreseeable future. We currently intend to retain our future earnings, if any, to fund the growth of our business. In addition, the terms of the instruments governing our existing debt and any future debt or credit facility may preclude us from paying any dividends.





Item 1B.  Unresolved Staff Comments.





We are currently in the process of responding to staff comments relating to our Registration Statement on Form-10.




Item 2.  Properties





Real Property





At present, we do not own any property.  Our retail operation is located in a leased facility. We have local access to all commercial freight systems. The current retail facility is approximately 40,000 square feet. This facility contains are administrative, sales and manufacturing offices.  The current lease runs until February 28, 2015.  The retail facility is located at 341 Bonnie Circle, Suite 102, Corona, CA 92880.





Item 3.  Legal Proceedings





We are not a party to any pending legal proceedings responsive to this Item #.





Item 4.  Submission of Matters to a Vote of Security Holders





None.








PART II





Item 5.  Market for Registrant’s Common Equity and Related Stockholder Matters and Issuer Purchases of Equity Securities.





Our common stock is traded on the Pink Sheets (www.pinksheets.com) under the trading symbol “AVTC.PK” The stock price of our stock as has been extremely volatile and an active public market for our common stock may not develop or be sustained.   In addition, the stock market has from time to time experienced extreme volatility that has often been unrelated to the operating performance of particular companies. These kinds of broad market fluctuations may adversely affect the market price of our common stock. For additional information, see “Risk Factors” above.





The following table sets forth the quarterly high and low sale prices of our common stock, as adjusted for the 1 for 10 reverse split occurring on March 6, 2011, for the two most recent fiscal years.





High Sale
Low SaleFiscal  Quarters
Price
PriceFirst Quarter 2009
$10.00
$8.00Second Quarter 2009
$9.00
$7.50Third Quarter 2009
$8.70
$7.00Fourth Quarter 2009
$13.50
$7.50First Quarter 2010
$13.50
$12.00Second Quarter 2010
$12.90
$10.00Third Quarter 2010
$10.10
$8.00Fourth Quarter 2010
$8.90
$7.50





We have never declared or paid cash dividends





As of March 10, 2011, there are approximately 1,005 holders of record of our common stock.





We have never declared or paid cash dividends on our common stock.  We anticipate that in the future we will retain any earnings for operation of our business.  Accordingly, we do not anticipate declaring or paying any cash dividends in the foreseeable future.





We currently have no Equity Compensation Plans.  We issue shares of our common stock to our officers and directors pursuant to employment and director agreements.





Item 6.  Selected Financial Data.





As a smaller reporting company, we are not required to provide the information required by this item.





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





MANAGEMENT'S DISCUSSION AND ANALYSIS





AVT, Inc. provides an array of products and services that integrate advanced technology.  The Company markets and sells its products and services principally to the vending, retail industries, and distribution centers. Our technology, AVTiMediaTM, VMSTM and VSS, can be added to virtually any vending machine and kiosk designed system.  The AVTiMediaTM technology allows the consumer to view media while selecting product, VMSTM systems allow the company to view sales information and alerts defects to the operator, VSS is a patent pending product that provides a solution for detecting all vended items.  Our product, RAM4000, RAM5000 and Kiosk Systems use all of our current technology and have unlimited custom fabrication designs.  These products include refrigerated vending, high capacity non refrigeration, with the use of Multi-pay which allows the machine to accept cash, ATM and credit cards.  Kiosks are self service centers that are in conjunction with the RAM vending systems.





Our vending operations consist of services for approximately 300 commercial and government vending accounts in Southern California.  We are also the owner of a Mexican food restaurant Jalapeno’s that offers breakfast lunch and dinner.





The Company generates revenue through the sale of equipment, vending route operations and restaurant sales.




Critical Accounting Policies





The Company’s policy is to use the accrual method of accounting to prepare and present financial statements, which conform to generally accepted accounting principles. The company has elected a December 31 year-end.





The Company considers all highly liquid investments with maturities of three months or less when purchased, to be cash equivalents.





Inventories are valued at the lower of average cost.





Revenue is recognized at the time of sale upon receipt of payment.





The Company accounts for income taxes under the provisions of SFAS No. 109, “Accounting for Income Taxes.”  SFAS 109 requires 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 the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse.





Results of Operations





We have historically financed operations through a combination of cash on hand, cash provided from operations and the sale of our securities.





For the year ended December 31, 2010, we had revenues of $5,658,142 and total cost of goods and general and administrative expenses of $5,635,951 for net income of $22,191.





Our revenues increased by $1,243,844 for the year ended December 31, 2010; our general and administrative expenses also increased by $843,429 for the year ended December 31, 2010, primarily due to increased manufacturing product and operating expenses relating to increased restaurant expenses, insurance, payroll expenses and freight.





For the year ended December 31, 2010, our net income has increased by $60,827 compared to the previous year December 31, 2009.





Total revenues for the year ended December 31, 2010, were $5,658,142 compared to total revenues of $4,414,298 for the year ended December 31, 2009.  The increase in revenues is due to increased manufacturing revenue of $1,1818,199 and product sales revenue increased slightly by $116,842.





We attribute the increase of manufacturing revenues to increased sales of our custom vending machines.  Increase restaurant revenue is due to increased catering revenue.  The increase in product sales is primarily related to a few added accounts.





Our general and administrative expenses increased for the year ended December 31, 2010, primarily due to increased costs of goods and operating expenses relating to increased rent for our facility, interest, advertising and payroll expenses.





We believe that we sufficient available cash and cash flow from operations to satisfy our working capital and capital expenditure requirements during the next 12 months.  There can be no assurance, however, that cash and cash flow from operations will be sufficient to satisfy our working capital and capital requirements for the next 12 months or beyond.





We expect our manufacturing costs to increase approximately 15% due to the devaluation of the U.S. Dollar and the exchange rates with our foreign manufactures.  Depending on the strength of the U.S. Dollar, this trend may or may not continue.





Inflation and changing prices have affected our business as related primarily to fuel and increased vehicle expenses.  We anticipate that fuel costs will continue, thus increasing our operating costs.  Our cost of goods and prices for our products remain relatively stable and we expect this trend to continue through the end of 2010.





Liquidity and Capital Resources





We have historically financed operations through a combination of cash on hand, cash provided from operations and the sale of our securities.  At December 31, 2010, we had cash of $278,217 compared to cash of $1,103,252 at December 31, 2009.





At December 31, 2010, we had inventory of $2,462,708 compared to $962,405 for the year ended December 31, 2009.  The increase in inventory for the year ended December 31, 2010, is due to increased orders of our vending machines.





The Company’s assets increased from $16,434,142 for the year ended December 31, 2009 to $18,829,059 for the year ended December 31, 2010.  This increase in assets is due to increased intellectual property assets.





The companies long term debt and notes payable as of December 31, 2010, for a total of $1,340,242. Are due to shareholder notes of $488,135 and have terms on an average of three years from issue date. Long term debt of $277,834 consists of equipment leases and a note payable to SNI for $574,273.





All receivable accounts are due within 60 days of delivery.  Upon special approval, we allow 90 days to receive payment.  Collections for past due accounts are handled internally. As of December 31, 2010 accounts receivable total was $1,100,876, this increase is due to new customers with large orders for machines. Average days outstanding for December 31, 2010 is 90 days due to large detailed custom orders. December 31, 2009 our average days outstanding was 45-60 due to smaller orders.





Off-balance Sheet Arrangements





We maintain no significant off-balance sheet arrangements





Foreign Currency Transactions





None.





Item 7A.  Quantitative and Qualitative Disclosures About Market Risk





We currently do not utilize sensitive instruments subject market risk in our operations.





Item 8.   Financial Statements and Supplementary Data.





Our financial statements and related explanatory notes can be found on the “F” Pages at the end of this Report.





Item 9.  Changes In and Disagreements With Accountants on Accounting and Financial Disclosure.





None.





Item 9A. Controls and Procedures





In accordance with Rule 13a-15(b) of the Securities Exchange Act of 1934, as of the end of the period covered by this Report on Form 10-Q, our management evaluated, with the participation of our principal executive and financial officer, the effectiveness of the design and operation of the Company's disclosure controls and procedures (as defined in Rule 13a-15(e) or Rule 15d-15(e) under the Exchange Act). Disclosure controls and procedures are defined as those controls and other procedures of an issuer that are designed to ensure that the information required to be disclosed by the issuer in the reports it files or submits under the Act is recorded, processed, summarized and reported, within the time periods specified in the 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 an issuer in the reports that it files or submits under the Act is accumulated and communicated to the issuer's management, including its principal executive officer and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.





Based on their evaluation of these disclosure controls and procedures, our chairman of the board and chief executive and financial officer has concluded that our disclosure controls and procedures are effective.





Item 4T. Controls and Procedures.





Our management is responsible for establishing and maintaining adequate internal control over financial reporting. The Company's internal control over financial reporting has been designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles generally accepted in the United States of America. The Company's internal control over financial reporting includes policies and procedures that pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect transactions and dispositions of assets of the Company; provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America, and that receipts and expenditures are being made only in accordance with authorization of management and directors of the Company; and provide reasonable assurance regarding prevention or timely detection of  unauthorized acquisition, use or disposition of the Company's assets that could have a material effect on the Company's financial statements.





Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. 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.





Management assessed the effectiveness of the Company's internal control over financial reporting at December 31, 2010.  In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO") in Internal Control--Integrated Framework. Based on that assessment under those criteria, management has determined that, at December 31, 2010, the Company's internal control over financial reporting was effective.





This Annual Report on Form 10-K 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 SEC that permit the Company to provide only management's report in this annual report.





Inherent Limitations of Internal Controls





Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Our internal control over financial reporting includes those policies and procedures that:





●

pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets;●

provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and●

provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on the financial statements.





Our management does not expect that our internal controls will prevent or detect all errors and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of internal controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. Also, any evaluation of the effectiveness of controls in future periods are subject to the risk that those internal controls may become inadequate because of changes in business conditions, or that the degree of compliance with the policies or procedures may deteriorate.





Management has not identified any change in our internal control over financial reporting in connection with the its evaluation of our most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.





Item 9B.  Other Information.





None.








PART III





Item 10.
Directors, Executive Officers and Corporate Governance.





The following table sets forth, as of the date of this registration statement, the name, age and positions of our officers and directors.





NAME

AGE

POSITIONNatalie Russell

43

Secretary, Chief Financial Officer and DirectorJames Winsor

48

Chief Executive Officer and DirectorLoretta Vermette

67

Director





The background of our directors and executive officers is as follows:





Natalie Russell – Secretary, Chief Financial Officer and Director





Natalie Russell joined the AVT in 2001 as corporate secretary and office manager, bringing over 15 years of accounting and business operations experience.  Ms. Russell currently serves as our Secretary, Chief Financial Officer, Chief Executive Officer and one of our directors.  Prior to AVT she was general office manager and accounting manager at Thompson Building Materials. She was responsible for the overall company’s finance, administration, and payroll for over 150 employees. Natalie also has assisted in raising over 5 million dollars for Nu Gas Technologies in the private venture capital.   Natalie holds a BS in Business Management at the American International University of CA.





James Winsor – Chief Executive Officer and Director





James Winsor is our Chief Engineering Officer and one of our Directors.  Mr. Winsor is primarily responsible for our manufacturing operations and research and development having over 20 years of experience in manufacturing, project management and engineering.  Mr. Winsor has been with us since 2006.  Prior to working for us, Mr. Winsor was employed with Pixel Touch Inc. from February 2003 to April 2006 and for Arral Industries from February 1992 to April of 2006.  Mr. Winsor has a Bachelor of Science degree from California State Polytechnic University, Pomona.





Loretta Vermette – Director





Loretta Vermette is one of our Directors.  Ms. Vermette has been a successful real estate agent for more than 30 years.  She established her real estate career with the prestigious real estate broker Seven Gables Real Estate in Tustin, California. At that time, she specialized in private golf communities of Orange County and established herself by consistently placing in the top 10 percent of California Realtors every year.  Ms. Loretta then joined REMAX Real Estate  marketing downtown condominiums in Orange County, California and became nationally recognized as one of the nation’s top five percent of Realtors as a Certified Residential Specialist in 2003, 2005, 2006 and 2007. Ms. Vermette is the mother of our founder, Shannon Illingworth.





Information about our Board and its Committees.





Audit Committee





We currently do not have an audit committee although we intend to create one as the need arises.  Currently, our Board of Directors serves as our audit committee.





Compensation Committee





We currently do not have a compensation committee although we intend to create one as the need arises.  Currently, our Board of Directors serves as our Compensation Committee.





Advisory Board





Effective February 3, 2009, our board of directors created an advisory board to advise the company in regard to ongoing business operations.  As of the date of this Report, Mr. Shannon Illingworth has been appointed to the Advisory Board.





Section 16(a) Beneficial Ownership Reporting Compliance





Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our directors, executive officers, and stockholders holding more than 10% of our outstanding common stock, to file with the Securities and


Exchange Commission initial reports of ownership and reports of changes in beneficial ownership of our common stock.  Executive officers, directors and greater-than-10% stockholders are required by SEC regulations to furnish us with copies of all Section 16(a) reports they file.  To our knowledge, based solely on review of the copies of such reports furnished to us for the period ended December 31, 2010, the Section 16(a) reports required to be filed by our executive officers, directors and greater-than-10% stockholders were filed on a timely basis.





Code of Ethics





Our board of directors has adopted the AVT, Inc. Code of Business Conduct and Ethics.  The board of directors believes that our Code of Business Conduct and Ethics provides standards that are reasonably designed to deter wrongdoing and to promote the following: (1) honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships; (2) full, fair, accurate, timely, and understandable disclosure in reports and documents that we file with, or submits to, the Securities and Exchange Commission; (3) compliance with applicable governmental laws, rules and regulations; the prompt internal reporting of violations of the Code of Business Conduct and Ethics to an appropriate person or persons; and (4) accountability for adherence to the Code of Business Conduct and Ethics.  We will provide a copy of our Code of Business Conduct and Ethics by mail to any person without charge upon written request to us at:  341 Bonnie Circle Drive, Suite 102, Corona, CA 92880.




Item 11. Executive Compensation





The following table sets forth the cash compensation paid to our officers and directors for services rendered, and to be rendered:





Summary Compensation TableNon-Equity

Nonqualified
AllName and









Warrant /

Incentive

Deferred
OtherPrincipal







Stock

Option

Plan

Compensation
CompenPosition

Year

Salary

Bonus

Awards

Awards

Compensation

Earnings
-sation
TotalNatalie Russell

2010

65,000

0

0

100,000

0

0
0
$165,000(1)Secretary,

Chief Financial Officer  and Director

2009

65,000

0



100,000

0

0
0
$165,000(1)James Winsor

2010

75,000

0

0

100,000

0

0
0
$175,000(1)Chief Executive

Officer and

Director

2009

75,000

0

0

100,000

0

0
0
$175,000(1)Loretta Vermette

2010

0

0

0

60,000

0

0
0
$60,000(2)Chairman

2009

0

0

0

60,000

0

0
0
$60,000(2)





(1)           Represents salary and the exercise of warrants to purchase 100,000 restricted shares of our common stock based on a value of $1.00 per share.





(2)           Represents the exercise of warrants to purchase 60,000 restricted shares of our common stock based on a value of $1.00 per share.





Employment Agreements





On January 1, 2011, we entered into a 12 month employment agreement, at a compensation rate of $5,416 per month, with Natalie Russell to serve as our Secretary, Chief Financial Officer and acting President.  The agreement includes the issuance of a quarterly award of a five (5) year cashless warrant to purchase up to 30,000 shares of the Company’s common stock at an exercise price of $.10 per share.  The agreement automatically renews for an additional 12 month term unless terminated earlier by ether party.





On January 1, 2011, we entered into a 12 month employment agreement, at a compensation rate of $6,250 per month, with James Winsor to act as our Chief Executive Officer.  The agreement includes the issuance of a quarterly award of a five (5) year cashless warrant to purchase up to 30,000 shares of the Company’s common stock at an exercise price of $.10 per share.  The agreement automatically renews for an additional 12 month term unless terminated earlier by ether party. The agreement automatically renews for an additional 12 month term unless terminated earlier by ether party.





Compensation of Directors





We currently compensate our chairman with issuance of a quarterly award of a five (5) year cashless warrant to purchase up to 5,000 shares of the Company’s common stock at an exercise price of $.10 per share.  In the future, we may compensate our directors with cash compensation and for reasonable out-of-pocket expenses in attending board of directors meetings and for promoting our business.  From time to time we may request certain members of the board of directors to perform services on our behalf.  In such cases, we will compensate the directors for their services at rates no more favorable than could be obtained from unaffiliated parties.





Compensation Committee




We have not formed an independent compensation committee





Item 12.   Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.





The following table sets forth certain information regarding the beneficial ownership of our common stock by the persons identified below.  As of March 10, 2011, we had 3,873,731 shares of our common stock issued and outstanding.  The table represents 19,158,235 issued and outstanding shares which includes, as of March 10, 2011, there were 3,873,731 issued and outstanding shares of our common stock and 15,284,504 shares of our common stock issuable upon conversion of our outstanding Series A Convertible Preferred Stock assuming all the Series A Convertible Preferred Stock is converted.





1.
Each person who is known to be the beneficial owner of more than five percent (5%)

of our issued and outstanding shares of common stock;2.
Each of our directors and executive officers; and3.
All of our Directors and Officers as a group





Title

Of Class
Name And Address

Of Beneficial Owner
Amount and Nature

Of Beneficial

Ownership
Percentage

Of ClassCommon Stock
Natalie Russell (2)(9)
36,311
(1)Common Stock
James Winsor (2)
30,708
(1)Common Stock
Loretta Vermette (3)
20,902
(1)Common Stock
SWI Trading, Inc. (4)(7)
12,240,914(6)
64%Common Stock
Worth, Inc.(4)(10)
3,043,590(10)
16%Common Stock
Illingworth Family Trust (5)(8)
25,000
3%Common Stock
Illingworth Trust (5)(8)
95,319
4%Common Stock
All Directors and Officers as a Group
208,240
5%





(1)           Less than 1%





(2)           The address is 341 Bonnie Circle, Suite 102, Corona, CA 92880





(3)           The address is 2557 Old Windmill Court, Riverside, CA 92882





(4)           The address is 2320 Whiteoak Lane, Corona, CA 92882





(5)           The address is 1456 Elegante Court, Corona, CA 92882





(6)           SWI Trading, Inc. holds 40,916 shares of our common stock and 2,033,333 shares of our Series A Convertible Preferred Stock.  Each share of our Series A Convertible Preferred may be converted into six shares of our common stock for a total of 12,240,914 common shares.





(7)           SWI Trading, Inc. is owned by Jon Illingworth, our founder’s father.





(8)           The Trustor of the Illingworth Family Trust and the Illingworth Trust is Loretta Vermette, one of our directors.





(9)           2,209 shares are held in Ms. Russell’s previous married name, Natalie Bishop.





(10)           Worth, Inc. holds 11,211 shares of our common stock and 507,265 shares of our Series A Convertible Preferred Stock.  Each share of our Series A Convertible Preferred may be converted into six shares of our common stock for a total of 3,043,590 common shares.  Worth, Inc. is owned by our Founder, Shannon W. Illingworth. 2,530 shares of our common stock are held in the name of Shannon W. Illingworth.





Beneficial ownership is determined in accordance with the rules and regulations of the SEC.  The number of shares and the percentage beneficially owned by each individual listed above include shares that are subject to options held by that individual that are immediately exercisable or exercisable within 60 days from the date of this registration statement and the number of shares and the percentage beneficially owned by all officers and directors as a group includes shares subject to options held by all officers and directors as a group that are immediately exercisable or exercisable within 60 days from the date of this registration statement.





Item 13. Certain Relationships and Related Transactions.





Prior to January 1, 2008, SWI Trading, Inc. had loaned us, via various transactions, a total of $897,318 by extending its $1,000,000 line of credit to us.  On January 1, 2008, we entered into an agreement with SWI Trading, Inc. whereby SWI agreed to waive repayment of $500,250 of the $897,318 total in exchange for the issuance of $1,724,133 restricted shares of our common stock.  In addition, SWI agreed to waive any claim it may have against us for interest due upon the loan, and/or unpaid compensation due for:  services rendered; research and development fees; technology development fees; loan acquisition services and any other claims.





On January 1, 2008, we entered into a consulting agreement with SWI Trading, Inc. whereby SWI  Trading, Inc. agreed to provide us with corporate structuring services, financing consulting services, research and development and technology development services, loan acquisition services and the use of its line of credit for a monthly fee of $11,620 and 100,000 restricted shares of our common stock paid quarterly.





For purposes of this Report, we have considered SWI Trading, Inc. a related person due to its lending and consulting relationship with us.





Transactions with Promoters





None.





Item 14.  Principal Accountant Fees and Services.





Appointment of Auditors





Our Board of Directors selected Larry O'Donnell, CPA, as our auditors for the year ended December 31, 2009.





Our Board of Directors selected  Malcolm L. Pollard, Inc., as our auditors for the year ended December 31, 20109.





Audit Fees





Mr. O’Donnell billed us $25,000 in audit fees during the year ended December 31, 2009





Mr. Pollard billed us $ 5,000 in audit fees during the year ended December 31, 2010.





Audit-Related Fees





We did not pay any fees to Larry O’Donnell, CPA for assurance and related services that are not reported under Audit Fees above, during our fiscal years ending December 31, 2009.





We did not pay any fees to Malcolm L. Pollard, Inc. for assurance and related services that are not reported under Audit Fees above, during our fiscal years ending December 31, 2010.





Tax and All Other Fees





We did not pay any fees to Larry O’Donnell, CPA for tax compliance, tax advice, tax planning or other work during our fiscal year ending December 31, 2009.





We did not pay any fees to Malcolm L. Pollard, Inc., for tax compliance, tax advice, tax planning or other work during our fiscal year ending December 31, 2010.





Pre-Approval Policies and Procedures





We have implemented pre-approval policies and procedures related to the provision of audit and non-audit services.  Under these procedures, our board of directors pre-approves all services to be provided by Larry O’Donnell, CPA and the estimated fees related to these services.





We have implemented pre-approval policies and procedures related to the provision of audit and non-audit services.  Under these procedures, our board of directors pre-approves all services to be provided by Malcolm L. Pollard, Inc., and the estimated fees related to these services.





With respect to the audit of our financial statements as of December 31, 2009, and for the year then ended, none of the hours expended on Larry O’Donnell’s engagement to audit those financial statements were attributed to work by persons other than Mr. O’Donnell’s full-time, permanent employees.





With respect to the audit of our financial statements as of December 31, 2010, and for the year then ended, none of the hours expended on Malcolm L. Pollard, Inc.’s engagement to audit those financial statements were attributed to work by persons other than Mr. Pollard’s full-time, permanent employees.





Item 15. Exhibits, Financial Statement Schedules.





StatementsReport of Independent Registered Public Accounting FirmCondensed and Audited Balance Sheet for the years ended December 31, 2009 and December 31, 2008Condensed and Audited Statements of Operations for the years ended December 31, 2009 and December 31, 2008Condensed and Audited Statement of Changes in Shareholders' Deficit for the Year  ended December 31, 2009 and December 31, 2008Condensed and Audited Statements of Cash Flows for the year ended  December 31, 2009 and December 31, 2008Notes to Financial StatementsSchedulesAll schedules are omitted because they are not applicable or the required information is shown in the Financial Statements or notes thereto.Exhibit
Form
Filing
Filed withExhibits
#
Type
Date
This ReportCertificate of Incorporation filed with the Secretary of State of Delaware on February 25, 1969.
3.1
10
8/14/2008Certificate of Amendment filed with the Secretary of State of Delaware on December 16, 1985.
3.2
10
8/14/2008Certificate of Amendment filed with the Secretary of State of Delaware on March 5, 1987.
3.3
10
8/14/2008Certificate of Amendment filed with the Secretary of State of Delaware on February 11, 1991.
3.4
10
8/14/2008Certificate of Renewal filed with the Secretary of State of Delaware on January 14, 2005.
3.5
10
8/14/2008Certificate of Amendment filed with the Secretary of State of Delaware on September 22, 2005.
3.6
10
8/14/2008Amended and Restated Certificate of Amendment of Incorporation filed with the Secretary of State of Delaware on April 28, 2006.
3.7
10
8/14/2008Articles of Incorporation filed with the Nevada Secretary of State on September 24, 2007.
3.8
10
8/14/2008Certificate of Amendment filed with the Nevada Secretary of State  on November 30, 2007.
3.9
10
8/14/2008Certificate of Merger filed with the Secretary of State of Delaware on December 11, 2007.
3.10
10
8/14/2008Certificate of Designation of Rights, Preferences, Privileges and Restrictions of Series A Convertible Preferred Stock filed with the Nevada Secretary of State on March 5, 2008.
3.11
10
8/14/2008Amended and Restated Bylaws dated March 12, 2008.
3.12
10
8/14/2008Consulting Agreement effective October 1, 2006 between Automated Vending Technologies, Inc. and Star Capital.
10.1
10
8/14/2008Consulting Agreement effective January 1, 2006, Between Automated Vending Technologies, Inc. and SWI Trading, Inc.
10.2
10
8/14/2008Employment Agreement effective May 1, 2006, by and between Automated Vending Technologies, Inc. and James Winsor.
10.3
10
8/14/2008Employment Agreement effective as of January 1, 2006 by and between Automated Vending Technologies, Inc., and Natalie Bishop.
10.4
10
8/14/2008Lease Agreement effective January 1, 2007 by and between AVT, Inc. and SWI Trading, Inc.
10.5
10
8/14/2008Employment Agreement effective as of January 1, 2008 by and between AVT, Inc. and Natalie Russell.
10.6
10
8/14/2008Employment Agreement effective January 1, 2008, by and between AVT, Inc. and James Winsor.
10.7
10
8/14/2008Consulting Agreement effective January 1, 2008, by and between AVT, Inc. and Star Capital IR Corp.
10.8
10
8/14/2008Consulting Agreement effective January 1, 2008, by and between AVT, Inc. and SWI Trading, Inc. (Attached as an exhibit to our Registration Statement on Form 10-SB filed with the Commission on August 14, 2008)
10.9
10
8/14/2008Consulting Agreement effective March 1, 2008, by and between AVT, Inc. and SNI Innovations, Inc.
10.10
10
8/14/2008Consulting Agreement effective September 1, 2008, by and between AVT, Inc. and Star Capital IR Corp.
10.11
10/A-1
2/24/2009Agreement and Plan of Merger dated December 3, 2007 by and between Automated Vending Technologies, Inc. and AVT, Inc.
10.12
10/A-1
2/24/2009Consulting Agreement effective January 1, 2008, by and between AVT, Inc. and SWI Trading, Inc.
10.13
10/A-1
2/24/2009Employment Agreement effective as of January 1, 2009 by and between AVT, Inc. and Natalie Russell.
10.14
10/A-1
2/24/2009Employment Agreement effective January 1, 2009, by and between AVT, Inc. and James Winsor.
10.15
10/A-1
2/24/2009Employment Agreement effective as of January 1, 2011, by and between AVT, Inc. and Natalie Russell.
10.16


XEmployment Agreement effective January 1, 2011, by and between AVT, Inc. and James Winsor.
10.17


XCode of Ethics
14.1
10
8/14/2008Certification of Natalie Russell pursuant to Rule 13a-14(a)
31.1


XCertification of James Winsor pursuant to Rule 13a-14(a)
31.2


XCertification of Natalie Russell pursuant to 18 U.S.C., Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.1


XCertification of James Winsor pursuant to 18 U.S.C., Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2


X











SIGNATURES





In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereto duly authorized.





AVT, INC.



/s/  Natalie Russell

By:  Natalie Russell

Its:   Chief Financial Officer

Its:  Principal Accounting Officer





In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant on the capacities and on the dates indicated.





Signatures

Title

Date/s/ Natalie Russell

Natalie Russell

Chief Financial Officer

Principal Accounting Officer

Secretary

Director

March 21, 2011/s/ James Winsor

James Winsor

Chief Executive Officer, Director

March 21, 2011








AVT, INC.TABLE OF CONTENTSPage No.Report of Independent Registered Public Accounting Firm
F-1Condensed Balance Sheets
F-2Consolidated Statements of Income
F-3Consolidated Statement of Shareholder's Equity
F-4Consolidated Statements of Cashflow
F-5
    
  MALCOLM L. POLLARD,Inc.

4845 W. LAKE ROAD, # 119

ERIE, PA 16505Phone:  (814)838-8258
FAX:  (814) 838-8452
 
 
 
 Report of Independent Registered Public Accounting Firm
 
 Board of Directors
 AVT, Inc.
 Corona, California
 
 We have audited the accompanying balance sheet of AVT, Inc.  as of December 31, 2010 and the related statements of operations, changes in stockholders’ equity, and cash flows for the year ended December 31, 2010.  These financial statements are the responsibility of the Company’s management.  Our responsibility is to express an opinion on these financial statements based on our audits.
 
 We conduct our 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 financial statements are free of material misstatement.  An audit includes examining on a test basis, evidence supporting the amounts and disclosures in the financial statements.  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 audits provide a reasonable basis for our opinion.
 
 In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company at December 31, 2010 , the results of its operations, changes in stockholders’ equity,  and its cash flows for the year ended December 31, 2010, in conformity with U.S. generally accepted accounting standards.
 
 Malcolm L. Pollard, Inc.
 Erie, Pennsylvania
 February 25, 2011
   
 AVT, Inc.Consolidated Balance SheetsDecember 31,

December 31,2010

2009(As Restated)AssetsCurrent assets:Cash and cash equivalents


$
278,217
$
1,103,252Accounts receivable,



1,100,876

912,958Inventory, net



2,462,708

962,405Other current assets



177,216

222,158Total current assets



4,019,017

3,200,773Property and equipment, net



4,519,711

2,929,984Intangibles, net



9,748,147

10,103,464Goodwill



1,048,865

1,048,866Other assets



1,493,767

842,302Less: accumulated depreciation



(2,000,448)

(1,691,247)Total assets



18,829,059

16,434,142Liabilities and Shareholders' equityCurrent liabilities:Accounts payable



11,250

101,881Other current liabilities



1,107,825

313,208Total current liabilities


$
1,119,075
$
415,089Long-term liabilities:Long-term debt



277,834

252,000Notes payable



1,062,408

1,379,084Total long-term liabilities



1,340,242

1,631,084Total Liabilities



2,459,317

2,046,173Shareholders' equityPreferred stock , Authorized shares



2,278

2,200Common stock, $.001 par value: Authorized shares 100,000,000;Issued and outstanding shares- 37,441,429, respectively
25,192

23,240Additional paid in capital



22,912,230

20,954,678Accumulated deficit



(6,569,958)

(6,592,149)Total shareholders' equity



16,369,742

14,387,969Total liabilities and shareholders' equity


$
18,829,059
$
16,434,142F-2See accompanying notes.
  
 AVT, Inc.Consolidated Statements of OperationsYear Ended

Year EndedDecember 31, 2010

December 31, 2009(As Restated)Revenues:Vending products sales
$
1,240,844
$
1,124,001Manufacturing machine sales

3,592,705

2,411,506Non-vending

824,593

878,791Total revenues

5,658,142

4,414,298Cost of vending products

534,147

571,083Cost of manufacturing

1,004,421

753,062Cost of non-vending

234,317

203,338Cost of sales

1,772,885

1,527,483Gross profit

3,885,257

2,886,815Operating expenses:General and administrative

2,828,598

2,110,603Depreciation and amortization

740,221

614,787Total operating expenses

3,568,819

2,725,390Other income (expense):Interest expense

294,247

200,061Provision for Income Taxes

0

0Total other income (expense), netNet Income
$
22,191
$
(38,636)Net income per share - basic
$
0.02
$
0.02Net income per share - diluted
$
0.02
$
0.02Average shares outstanding

37,441,429

27,189,261Weighted average shares outstanding

53,167,666

43,436,579F-3See accompanying notes.
  
  AVT, Inc.Consolidated Statement of Shareholders' EquityTotalPreferred Stock

Common Stock

Additional

Accumulated
Stockholders'Shares

Amount
Shares

Amount

Paid In Capital
Deficit

EquityBalance at December  31, 2008
2,033,333

2,200

21,149,620

20,629

18,646,914

(6,553,513)

12,116,230Issuance of common stock




5,076,563

1,982

1,679,004



1,680,986Common stock issued for interest on notes payable



13,538

4

3,385



3,389Issuance of common stock for conversion of notes payable



949,540

625

625,375



626,000Net Income (Loss) for the year ended December 31,2009









(38,636)

(38,636)0Balance at December  31, 2009 (As Restated)
2,033,333

2,200

27,189,261

23,240

20,954,678

(6,592,149)

14,387,969Issuance of common stock




8,595,102

808

814,723



815,531Common stock issued for interest on notes payable



55,837

14

13,959



13,973Issuance of preferred stock
244,798

78









78Issuance of common stock for conversion of notes payable



1,601,229

1,130

1,128,870



1,130,000Net Income (Loss) for the year ended December 31, 2010









22,191

22,191Balance at December 31, 2010
2,278,131

2,278

37,441,429

25,192

22,912,230

(6,569,958)

16,369,742F-4See accompanying notes.
  
  AVT, Inc.Consolidated Statements of Cash FlowsDecember 31,

December 31,2010

2009(As Restated)Operating activities:Net income
$
22,191
$
(38,636)Adjustments to reconcile net income to net cash provided by operating activities:Depreciation/ Amortization

740,221

614,787Changes in operating assets and liabilities:Accounts receivable

(187,917)

(644,128)Inventory

(1,500,310)

(371,808)Accrued expenses and other assets

839,564

79,935Accounts payable

(90,630)

(54,684)Net cash used in operating activities

(176,881)

(414,534)Investing activitiesPurchases of property and equipment, net

(2,316,893)

251,922Net cash used in investing activities

(2,316,893)

251,922Financing activitiesNet proceeds from payments on notes payable

(316,676)

618,611Equipment Leases

25,833

20,449Proceeds from the issuance of common stock

1,959,582

2,310,375Net cash provided by (used in) financing activities

1,668,739

2,949,435Net increase (decrease) in cash and cash equivalents

(825,035)

1,053,405Cash, beginning of year

1,103,252

49,847Cash, end of year
$
278,217
$
1,103,252Supplemental disclosures of cash flow information:Cash paid for interest
$
294,248
$
200,061Income taxes
$

$F-5See accompanying notes.


AVT, Inc.


Notes to Consolidated Financial Statements
 
 
 1.   Accounting Policies
 
 Business
 
 AVT, Inc. (the “Company”, “We” or “Our”) was originally incorporated under the laws of the State of Delaware on February 26, 1969, as Infodex, Inc.,  the Company was renamed to Midwest Venture Group, Inc. in March 2005. The Company then changed its name to Automated Vending Technologies, Inc. in September 2005 to better reflect our primary operations as a machine manufacturer as well as vending route distribution.  In January, 2008, the Company changed its state of domicile to Nevada, at that time we became AVT, Inc..  Due to the growth of AVTs  technology foundation base, our hardware, software products, business and overall success relies on both innovative and creative designs. These systems include solutions for wireless management of remote vending, method for controlling vending machines and custom systems.
 
 In April 2008, the Company acquired 100% of the outstanding common stock of AC Mexican Food, Inc. dba Jalapeno’s Mexican food restaurant.
 
 Interim Financial Information
 
 The accompanying audited consolidated financial statements of AVT, Inc. have been prepared in accordance with the United States generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q.  In the opinion of management, all adjustments considered necessary for a fair presentation, consisting of normal recurring adjustments, have been included.
 
 The Company has incurred losses at times. The Company’s ability to meet its future obligations is dependent upon the success of its products in the market and capital resources.  Until the Company’s products can generate sufficient operating revenues, the Company will be required to use its cash and cash equivalents on hand, as well as raise capital to meet its cash flow requirements including the issuance of Common Stock.
 
 Consolidation
 
 The accompanying consolidated financial statements include the accounts of the Company and its wholly- owned subsidiary, AC Mexican Food dba Jalapeno’s.  All significant inter-company accounts and transactions have been eliminated in consolidation.
 
 Use of Estimates
  The preparation of the consolidated financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts in the financial statements and accompanying notes.  Actual results could differ from those estimates.
 
 Cash and Cash Equivalents
 
 Cash and cash equivalents represent all highly liquid investments with original maturities of three months or less.  Cash equivalents are comprised of certificates of deposit.  The Company maintains its cash in bank accounts, which may exceed federally insured limits at times.
 
 Inventory
 
 Inventory consists of finished goods and vending products.  The Company’s inventory is stated at the lower of cost (average cost basis) or market.
 
 
 December 31, 2010
December 31, 2009Food products
$  74,830
$  58,769Machine inventory
$1,513,344
$767,225Parts inventory
$ 858,471
$120,348Machine change
$ 16,063
$ 16,063$2,462,708
$962,405
 Income Taxes
 
 No provision for income taxes has been made for the years ended December 31, 2010 and 2009 given the Company’s losses in prior years and available net operating loss carry forwards.  A benefit has not been recorded as the realization of the net operating losses is not assured and the timing in which the Company can utilize its net operating loss carry forwards in any year or in total may be limited by provisions of the Internal revenue Code regarding changes in ownership of corporations.
 
 Fair Value of Financial Instruments
 
 On January 1, 2008, the Company adopted SFAS No. 157 (SFAS 157), Fair Value Measurements. SFAS 157 relates to financial assets and financial liabilities.
 
 In February 2008, the FASB issued FASB Staff Position (FSP) No. FAS 157-2, Effective Date of FASB Statement No. 157,which delayed the effective date of SFAS 157 for all non-financial assets and non-financial liabilities, except those that are recognized or disclosed at fair value in the financial statements on at least an annual basis, until January 1, 2009 for calendar year-end entities.
 
 SFAS 157 defines fair value, establishes a framework for measuring fair value in the U.S. generally accepted accounting principles (GAAP), and expands disclosures about fair value measurements. The provisions of this standard apply to other accounting pronouncements that require or permit fair value measurements and are to be applied prospectively with limited exceptions.
 
 SFAS 157 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. This standard is now the single source in GAAP for the definition of fair value, except for the fair value of leased property as defined in SFAS 13. SFAS 157 establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity’s own assumptions, about market participant assumptions, that are developed based on the best information available in the circumstances (unobservable inputs).
 
 The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3).
 
 2.   Long- Term Debt/ Liabilities
 
 Current Liabilities
 
 Other current liabilities consist of payroll liabilities of $58,733, accounts payable of $11,250 shareholder notes of $489,567, notes payable of $534,959 and other current liabilities of $24,566.
  Long Term Liabilities
 
 Lease Account
2010
2011Falcon 241414
$  25,706.49
$    9,647.16Falcon 21430
$  25,706.49
$    9,647.16Falcon 598
$  21,660.25
$De Lage 77509
$  18,445.63
$    4,130.11Firestone Financial
$  16,771.30
$Firestone 528916
$  30,193.77
$    8,454.27America Corp.
$  27,555.84
$  13,836.96Chrysler Financial
$  26,891.20
$  10,756.48GMAC 28777
$  46,584.96
$  34,938.72GMAC 58335
$  15,583.34
$    9,916.70GMAC 96864
$  22,733.88
$  15,554.76$277,833.15
$116,882.32
 
 Long term liabilities include investor notes in the amount of $488,135, notes payable of $574,274.  We have long term equipment leases totaling $277,833.   The Notes are redeemable at the option of the holder, in whole or part, at any time from issuance date until up to twelve months from issue date, into such number of fully paid and non- assessable shares of common stock, as of such date that the Holder elects to convert by (y) a number which is 75% of the average Closing Price for the immediate preceding 10 Trading Days; or at any time from a date which is after 12 months from the Issuance Date up to a date which is 24 months from the Issuance date a number which is 85% of the average Closing Price for the immediate preceding 10 Trading Days; or at any time from a date which is after 24 months from the Issuance Date up to the Maturity Date a number which is 90% of the average Closing Price for the immediate preceding 10 Trading Days; or Mandatory Conversion  at any time following the date in which the closing price of the Maker’s Common Stock exceeds $1.50 for a period of ten (10) consecutive trading day.    Interest on the Notes is payable quarterly on the 15th of the following month that was earned.
  3.   Shareholders’ Equity
 
 Common Stock
 
 On or about January, 2008, a majority of the Company’s shareholders approved the resolution of the Company’s board of directors to amend the Company’s articles of incorporation to reverse split the Company’s common stock on a 1 for 3 basis.  All fractional shares were rounded up.  Shares issued prior to January, 2008, have been retroactively restated to reflect the impact of the stock split.  Common stock, $.001 par value:  100,000,000 shares authorized: 37,441,429 shares issued and outstanding.
 
 As at December 31, 2009, the Company had 27,189,261 shares of its common stock issued and outstanding.
 
 As at December 31, 2010, the Company had 37,441,429 shares of its common stock issued and outstanding.
 
 Preferred Stock
 
 For the year ended December 31, 2007, we issued 1,200,000 shares of our Series C Convertible Preferred Stock in exchange for cancellation of debt and our obligation to issue shares of our common stock.  The Series C Convertible Stock was valued at $.001 par value.
 
 For the quarter ended March 31, 2008, the Company’s Board of Directors cancelled all issued and outstanding shares of its Series C Convertible Preferred stock and designated 3,000,000 preferred shares as Series A Convertible Preferred Stock, $.001 par value, of which 2,033,333 shares are issued and outstanding as at December  31, 2009.
 
 For the quarter ended June 30, 2008, 166,667 shares of our issued and outstanding Series A Convertible Preferred stock were converted into 1,000,000 shares of our common stock.
 
 For the quarter ended June 30, 2008, we issued SWI Trading, Inc. a total of 1,000,000 shares of our Series A Convertible Preferred stock as payment for the purchase of certain assets and liabilities of AC Mexican Food, Inc., a California corporation.  The Series A Convertible Stock was valued at $.001 par value.
 
 For the quarter ended December 31, 2010, we issued Worth, Inc. a total of 244,798 shares of our Series A Convertible Preferred stock as partial payment consideration of note.
 
 There are no previsions or circumstances that will require the company to record our Preferred Stock outside permanent equity.
 
 Preferred Stock, $.001 par value: 3,000,000 shares authorized as Series A Convertible Preferred.  2,278,131 shares of Series A Convertible Preferred stock issued and outstanding.
 
 The Series A Convertible Preferred Stock has the following rights and preferences:
 
 Conversion/ Dividend  Rights
 
 Each share of the Series A Preferred Stock may be convertible, at the option of the holder thereof and subject to notice requirements described herein, at any time, into six (6) shares of our common stock.  Holders of our Series A Convertible Preferred Stock will be entitled to receive dividends on the stock out of assets legally available for distribution when, as and if authorized and declared by our Board of Directors.
 
 Liquidation Preference
 
 The holders of Series A Convertible Preferred Stock are entitled to receive, prior to the holders of the other series of the Company’s Preferred Stock and prior and in preference to any distribution of our assets or surplus funds to the holders of any other shares of stock of the Company by reason of their ownership of such stock, an amount equal to $0.37 per share with respect to each share of Series A Convertible Preferred Stock, plus all declared but unpaid dividends with respect to such share.
 
 Accounts Receivable
 
 Accounts receivable are reported at their outstanding unpaid principle balances. The Company estimates doubtful accounts for accounts receivable and finance receivables based on historical bad debts, factors related to specific customers’ ability to pay and current economic trends.  The Company writes off accounts receivable against the allowance when management determines the balance is uncollectible and the Company ceases collection efforts.  The Company offers extended payment terms to certain customers for equipment sales. The Company provides an allowance for credit losses as discussed above extended receivables are carried at their contractual amount and charged off against the allowance for credit losses when management determines that recovery is unlikely and the Company ceases collection efforts.
 
 Revenue Recognition
 
 The Company records revenue when it is realized, or realizable, and earned.  The company considers these requirements met when persuasive evidence of an arrangement exists, the products or services have been provided to the customer, the sales price is fixed or determinable and collect ability is reasonably assured. The company offers extended payment terms to certain customers for equipment sales.  Income is subsequently recognized only to the extent cash payments are received and the principle balance is expected to be recovered.
 
 Property and Equipment
 
 Property and equipment are stated at cost.  Depreciation and amortization are provided using the straight-line method over the estimated useful lives or the term of the lease of the related assets, whichever is shorter. Estimated useful lives generally range from 3 to 7 years.
 
 Maintenance and repairs are charged to expense as incurred.  Renewals and improvements of a major nature are capitalized. At the time of the retirement or other disposition of property and equipment, the cost and accumulated depreciation and amortization are removed from the accounts and any resulting gains or losses are reflected in income.
 
 Intangible Assets
 
 Intangible assets are carried at cost and consist of patents, copyrights and certain vending route contracts. Amortization is provided on the straight-line basis over the estimated useful lives of the respective assets, ranging from five to seventeen years.
 
 Goodwill
 
 Goodwill is the excess of cost over the fair value of net assets of businesses acquired.  Goodwill is not amortized but is evaluated for impairment as described below.
 
 Impairment of Long-Lived Assets
 
 The Company accounts for its long-lived assets in accordance with ASC 360, "Property, Plant, and Equipment."
 ASC 360 requires that long-lived assets be reviewed for impairment whenever events or changes in circumstances indicate that the historical cost carrying value of an asset may no longer be appropriate. The Company assesses recoverability of the carrying value of an asset by estimating the future net cash flows expected to result from the asset, including eventual disposition. If the future net cash flows are less than the carrying value of the asset, an impairment loss is recorded equal to the difference between the asset's carrying value and fair value or disposable value. The factors considered by management in performing this assessment include current operating results, trends, and prospects, as well as the effects of obsolescence, demand, competition, and other economic factors.  For the years ended December 31, 2010 and 2009, the Company did not deem any of its long-lived assets to be impaired and thus no impairment losses were recorded.
 
 Segment Reporting
 
 Pursuant to Statement of Financial Accounting Standards No. 131, Disclosures about Segments of an Enterprise and Related Information, (SFAS 131), the Company is required to disclose certain disclosures of operating segments, as defined in SFAS 131. Management has determined that the Company has two (2) segments related to its Vending and Restaurant operations.
 
 Earnings Per Share
 
 Basic earnings per share is computed in accordance with FASB 128 by dividing income available to common shareholders (the numerator) by the weighted-average number of common shares (the denominator) for the period. The computation of diluted earnings per share is similar to basic earnings per share, except that the denominator is increased to include the number of additional common shares that would have been outstanding if potentially dilutive common shares had been issued.
 
 Basic earnings per share take into account only the actual number of outstanding common shares during the period.  Diluted earnings per share take into effect the common shares actually outstanding and the impact of convertible securities, stock options, stock warrants and their equivalents.
 
 Recent Accounting Pronouncements
 
 In December 2007, the FASB issued SFAS No. 141(R), Business Combinations(SFAS 141(R)), which replaces SFAS No. 141, Business Combinations, requires an acquirer to recognize the assets acquired, the liabilities assumed, and any non-controlling interest in the acquiree at the acquisition date, measured at their fair values as of that date, with limited exceptions. This Statement also requires the acquirer in a business combination achieved in stages to recognize the identifiable assets and liabilities, as well as the non-controlling interest in the acquiree, at the full amounts of their fair values.
 
 SFAS 141(R) makes various other amendments to authoritative literature intended to provide additional guidance or to confirm the guidance in that literature to that provided in this Statement.
 This Statement applies prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. The Company does not expect the adoption of SFAS 141 (R) to have a material impact on our financial statements.
 
 In December 2007, FASB issued SFAS No. 160, Non-controlling Interests in Consolidated Financial Statements(SFAS 160), which amends Accounting Research Bulletin No. 51, Consolidated Financial Statements, to improve the relevance, comparability, and transparency of the financial information that a reporting entity provides in its consolidated financial statements.
 
 SFAS 160 establishes accounting and reporting standards that require the ownership interests in subsidiaries not held by the parent to be clearly identified, labeled and presented in the consolidated statement of financial position within equity, but separate from the parent’s equity. This statement also requires the amount of consolidated net income attributable to the parent and to the non-controlling interest to be clearly identified and presented on the face of the consolidated statement of income. Changes in a parent’s ownership interest while the parent retains its controlling financial interest must be accounted for consistently, and when a subsidiary is deconsolidated, any retained non-controlling equity investment in the former subsidiary must be initially measured at fair value. The gain or loss on the deconsolidation of the subsidiary is measured using the fair value of any non-controlling equity investment. The Statement also requires entities to provide sufficient disclosures that clearly identify and distinguish between the interests of the parent and the interests of the non-controlling owners.
  This Statement applies prospectively to all entities that prepare consolidated financial statements and applies prospectively for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2008. The Company does not expect this to have a significant impact on its financial statements.
 
 4.   Property and Equipment
 
 Machines on location
$1,097,357Restaurant equipment
$   514,300Building improvements
$   360,070Vehicles
$   649,697Furniture and equipment
$   426,377Manufacturing Machinery
$2,481,674Kiosk/ Gamer
$   262,866Computer and software
$   221,133$6,013,477
 
 5.   Intangible Assets
 
 Application software
 
 Our intangible assets include the development of system design, proprietary technologies, application software, and customize systems in order to maintain the high degree of market position.  AVT developed proprietary software, requires a methodical approach to the design and continuous evolution, enhancement and system architecture.  Our application software programs, protocols, patents, and intellectual property that pertains to the design and system architecture that are all or in part of AVT’s group of key intangible assets.  We acquired the rights to our pending Wireless Management of Remote Vending patent via payment of 3,000,000 restricted shares of the Company’s common stock valued at $1.00 per share and the rights to our pending MultiMedia System, Method for Controlling Vending Machines patent via payment of 1,000,000 restricted shares of the Company’s common stock valued at $1.00 per share.
 
 6.   Business Combination
 
 In April 2008, we purchased 100% of the assets and liabilities of AC Mexican Food, Inc. dba Jalapenos Mexican Food, for a purchase price of 1,000,000 restricted shares of our Series A Convertible Preferred stock.  The asset was valued at $1,000,000 pursuant to the value of fixtures in the restaurant.  The Series A Convertible Preferred stock was arbitrarily valued at $1.00 per share as there is no public market for the Company’s Preferred stock.
 
 Pursuant to FASB 141, the primary purpose of the purchase was to provide an alternative stream for the Company and to provide the Company with the ability to provide Mexican fresh foods in the Company’s vending machines.
 
 Fair Value Option
 
 On January 1, 2008, the Company adopted SFAS No. 159 (SFAS 159), The Fair Value Option for Financial Assets and Financial Liabilities. SFAS 159 provides a fair value option election that allows entities to irrevocably elect fair value as the initial and subsequent measurement attribute for certain financial assets and liabilities. Changes in fair value are recognized in earnings as they occur for those assets and liabilities for which the election is made. The election is made on an instrument by instrument basis at initial recognition of an asset or liability or upon an event that gives rise to a new basis of accounting for that instrument. The adoption of SFAS 159 did not have a material impact on the Company’s financial statements as the Company did not elect the fair value option for any of its financial assets or liabilities.
 
 9.   Commitments and Contingencies
 
 Indemnities and Guarantees
 
 During the normal course of business, the Company may make certain indemnities and guarantees under which it may be required to make payments in relation to certain transactions. These indemnities may include certain agreements with the Company’s officers, under which the Company may be required to indemnify such person for liabilities arising out of their employment relationship, agreements with financial institutions in connections with certain of the Company’s notes payable, and agreements with leasing of office space for certain actions arising during the Company tenancy.  The duration of these indemnities and guarantees do not provide for any limitation of the maximum potential future payments the Company could be obligated to make.
 
 Historically, the Company has not been obligated to make payments for these obligations and no liabilities have been recorded for these indemnities and guarantees in the accompanying balance sheet.
 
 Leases
 
 The Company has various operating lease commitments in connection with its office space and certain equipment.
 
 Legal
 
 The Company may be involved from time to time in claims, lawsuits, and disputes with third parties, actions involving allegations or discrimination or breach of contract actions incidental in the normal operations of the business. The Company is currently not involved in any such litigation or disputes which management believes could have a material adverse effect on its financial position or results of operations.
 
 Voting Rights
 
 Except as otherwise required by law, the holders of the Company’s Series A Convertible Preferred Stock vote; (i) as a single class and shall have such number of votes as is determined by multiplying (a) the number of shares of Series A Convertible Preferred Stock held by such holder, (b) the number of issued and outstanding shares of our Series A Convertible Preferred Stock and Common Stock as of the record date for the vote, or, if no such record date is established, as of the date such vote is taken or any written consent of stockholders is solicited, and (c) 0.00000025; and (ii) the holders of our Common Stock shall have one vote per share of Common Stock held as of such date.