UNITED STATES
 SECURITIES AND EXCHANGE COMMISSION
 Washington, DC  20549
 
 Form 10-Q
 
 
 
 (Mark one)
 x
Quarterly Report under Section 13 or 15(d) of the Securities Exchange Act of 1934
 
 For the quarterly period ended March 31, 2010
 
 o
Transition Report under Section 13 or 15(d) of the Securities Exchange Act of 1934
 
 For the transition period from ______________ to _____________
 
 
 
 Commission File Number: 0-53132
 
 Latin America Ventures, Inc.
 (Exact name of registrant as specified in its charter)
 
 Nevada
26-1516355(State of incorporation)
(IRS Employer ID Number)
 
 5521 Riviera Drive, Coral Gables, Florida 33146
 (Address of principal executive offices)
 
 (305) 799-9094
 (Issuer’s Telephone Number)
 
 
 Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  YES x  NO
 
 Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). YES o  NO o
  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 Rule 12b-2 of the Exchange Act. (Check one):
 
 Large accelerated filer    o
Accelerated filer                       oNon-accelerated filer      o
Smaller reporting companyx
 
 Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act):
 YES  x    NO  o
 
 State the number of shares outstanding of each of the issuer's classes of common equity as of the latest practicable date:April 29, 2010: 4,800,500
 
 Transitional Small Business Disclosure Format (check one):       YES o   NO  x
   1
    Latin America Ventures, Inc.
 
 Form 10-Q for the Quarter ended March 31, 2010
 
 Table of Contents
 
 PagePart I - Financial InformationItem 1 - Financial Statements
3Item 2 - Management's Discussion and Analysis or Plan of Operation
14Item 3 - Quantitative and Qualitative Disclosures About Market Risk
17Item 4 - Controls and Procedures
18Part II - Other InformationItem 1 - Legal Proceedings
18Item 2 - Recent Sales of Unregistered Securities and Use of Proceeds
18Item 3 - Defaults Upon Senior Securities
18Item 4 - Submission of Matters to a Vote of Security Holders
18Item 5 -             Other Information
18Item 6 - Exhibits
18Signatures
18
 
 
 
 2
 
 
 Part I
 Item 1 - Financial Statements
 
 Latin America Ventures, Inc.
 (a development stage company)
 Balance Sheets
 March 31, 2010 and December 31, 2009
 
 
 (Unaudited)


(Audited)March 31,


December 31,2010


2009ASSETSCurrent AssetsCash on hand and in bank

$
25


$
25Total Assets

$
25


$
25LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)Current LiabilitiesAccounts payable - trade

$
14,766


$
11,453Accrued interest payable


468



396Note payable to controlling stockholder


4,860



4,860Total Current Liabilities


20,094



16,709Total Liabilities


20,094



16,709Commitments and ContingenciesStockholders' Equity (Deficit)Preferred stock - $0.001 par value10,000,000 shares authorized.None issued and outstanding


-



-Common stock - $0.001 par value.100,000,000 shares authorized.4,800,500 shares issued and outstanding


4,800



4,800Additional paid-in capital


-



-Deficit accumulated during the development stage


(24,869
)


(21,484
)Total Stockholders' Equity (Deficit)


(20,069
)


(16,684
)Total Liabilities andStockholders’ Equity (Deficit)

$
25


$
25
 
 The financial information presented herein has been prepared by management
 without audit by independent certified public accountants.
 The accompanying notes are an integral part of these financial statements.
 
 
 
 3
 
 
 
 Latin America Ventures, Inc.
 (a development stage company)
 Statements of Operations and Comprehensive Loss
 Three months ended March 31, 2010 and 2009 and
 Period from September 15, 2008 (date of incorporation) through March 31, 2010
 
 (Unaudited)
 
 
 
 Period fromSeptember 15, 2008Three months


Three months


(date of incorporation)ended


ended


throughMarch 31,


March 31,


March 31,2010


2009


2010Revenues

$
-


$
-


$
-Operating expensesFormation & incorporation costs


-



-



778Legal and professional fees


2,510



3,755



17,028Other general and administrative fees


803



2,322



6,595Total operating expenses


3,313



6,077



24,401Loss from operations


(3,313
)


(6,077
)


(24,401
)Other income (expense)Interest expense


(72
)


(63
)


(468
)Loss before provision for income taxes


(3,385
)


(6,140
)


(24,869
)Provision for income taxes


-



-



-Net loss


(3,385
)


(6,140
)


(24,869
)Other comprehensive income


-



-



-Comprehensive loss

$
(3,385
)

$
(6,140
)

$
(24,869
)Loss per weighted-average shareof common stock outstanding,computed on net loss - basicand fully diluted

nil


nil


$
(0.01
)Weighted-average number of sharesof common stock outstanding -basic and fully diluted


4,800,500



4,800,500



4,800,500
   The financial information presented herein has been prepared by management
 without audit by independent certified public accountants.
 The accompanying notes are an integral part of these financial statements.
   4
  
 Latin America Ventures, Inc.
 (a development stage company)
 Statements of Cash Flows
 Three months ended March 31, 2010 and 2009 and
 Period from September 15, 2008 (date of incorporation) through March 31, 2009
 
 (Unaudited)
 
 
 Period fromSeptember 15, 2008Three months


Three months


(date of incorporation)ended


ended


throughMarch 31,


March 31,


March 31,2010


2009


2010Cash Flows from Operating ActivitiesNet loss for the period

$
(3,385
)

$
(6,140
)

$
(24,869
)Adjustments to reconcile net lossto net cash provided byoperating activitiesIncrease (Decrease) inAccounts payable-trade


3,313



596



14,766Accrued interest payable


72



63



468Net cash used in operating activities


-



(5,481
)


(9,635
)Cash Flows from Investing Activities


-



-



-Cash Flows from Financing ActivitiesCash from sale of common stock


-



-



100Working capital advancesfrom majority stockholder


-



3,000



9,560Net cash provided by financing activities


-



3,000



9,660Increase in Cash


-



(2,481
)


25Cash at beginning of period


25



3,405



-Cash at end of period

$
25


$
924


$
25Supplemental Disclosure ofInterest and Income Taxes PaidInterest paid during the period

$
-


$
-


$
-Income taxes paid during the period

$
-


$
-


$
-
 
 Supplemental Disclosure ofNon-Cash Investing and Financing ActivitiesWorking capital advance fromcontrolling stockholder forgivenas additional contributed capital

$
-


$
-


$
4,700
  The financial information presented herein has been prepared by management
 without audit by independent certified public accountants.
 The accompanying notes are an integral part of these financial statements.
  5
 Latin America Ventures, Inc.
 (a development stage company)
 Notes to Financial Statements
 March 31, 2010 and December 31, 2009
 
 
 Note A - Background and Description of Business
 
 Latin America Ventures, Inc. (Company) was organized on September 26, 2007 as SMSA El Paso 1 Acquisition Corp. under the Laws of the State of Nevada to effect the reincorporation of Senior Management Services of El Paso Sunset, Inc., a Texas corporation, mandated by the plan of reorganization discussed below.
 
 The Company’s emergence from Chapter 11 of Title 11 of the United States Code on August 1, 2007 created the combination of a change in majority ownership and voting control - that is, loss of control by the then-existing stockholders, a court-approved reorganization, and a reliable measure of the entity’s fair value - resulting in a fresh start, creating, in substance, a new reporting entity.  Accordingly, the Company, post bankruptcy, has no significant assets, liabilities or operating activities.  Therefore, the Company, as a new reporting entity, qualifies as a “development stage enterprise” as defined in Statement of Financial Accounting Standard No. 7, as amended and  a shell company as defined in Rule 405 under the Securities Act of 1933, (Securities Act), and Rule 12b-2 under the Securities Exchange Act of 1934, (Exchange Act).
 
 In accordance with the confirmed plan of reorganization, our current business plan is to seek to identify a privately-held operating company desiring to become a publicly held company by merging with the Company through a reverse merger or acquisition.
 
 On November 18, 2008, the Company entered into a Share Exchange Agreement, (the “Share Exchange Agreement”), with Latin America Ventures, Inc., a Nevada corporation (“LAV”), and all of the shareholders of LAV.  Pursuant to the Share Exchange Agreement, the stockholders of LAV transferred 100% of the issued and outstanding shares of the capital stock of LAV in exchange for 1,500,000 newly issued shares of our common stock that, in the aggregate, constituted approximately 75% of our issued and outstanding capital stock on a fully-diluted basis as of and immediately after the consummation of such exchange.  As a result of this transaction, 2,000,016 shares of our common stock were then issued and outstanding.
 
 Latin America Ventures, Inc. (Company) was organized on September 15, 2008 as a Nevada corporation and was formed to seek and identify a privately-held operating company located in Latin America desiring to become a publicly held company with access to United States capital markets by combining with us through a reverse merger or acquisition transaction.
 
 Effective December 30, 2008, the Company entered into an agreement and plan of merger with its wholly-owned subsidiary, Latin America Ventures, Inc. (the “Subsidiary”) pursuant to which the Subsidiary was merged with and into the Parent and the Parent continued as the surviving corporation.  In connection with the merger, the name of the Parent was changed to Latin America Ventures, Inc.  The parent-subsidiary merger and name change were effected pursuant to the Articles of Merger and Plan of Merger that were filed with the Nevada Secretary of State and became effective on December 30, 2008.
 
 The acquisition of Latin America Ventures, Inc. on November 18, 2008 by the Company effected a change in control and was accounted for as a “reverse acquisition” whereby Latin America Ventures, Inc. is the accounting acquiror for financial statement purposes.  Accordingly, for all periods subsequent to the November 18, 2008 “reverse acquisition” transaction, the historical financial statements of the Company reflect the financial statements of Latin America Ventures, Inc.  since its inception and the operations of the Company subsequent to November 18, 2008.
   6
 
 
 Latin America Ventures, Inc.
 (a development stage company)
 Notes to Financial Statements - Continued
 March 31, 2010 and December 31, 2009
 
 
 Note B - Bankruptcy Action
 
 On January 17, 2007, Senior Management Services of El Paso Sunset, Inc. and its affiliated companies (SMS Companies) filed a petition for reorganization under Chapter 11 of the United States Bankruptcy Code.  During the three years prior to filing the reorganization petition, SMS Companies operated a chain of skilled nursing homes in Texas, which prior to the bankruptcy proceedings consisted of 14 nursing facilities, ranging in size from approximately 114 beds to 325 beds.  In the aggregate, SMS Companies provided care to approximately 1,600 resident patients and employed over 1,400 employees.  A significant portion of the SMS Companies cash flow was provided by patients covered by  Medicare and Medicaid.  The SMS Companies facilities provided round-the-clock care for the health, well-being, safety and medical needs of its patients.  The administrative and operational oversight of the nursing facilities was provided by an affiliated management company located in Arlington, Texas.  In 2005, SMS Companies obtained a secured credit facility from a financial institution.  The credit facility eventually was comprised of an $8.3 million term loan and a revolving loan of up to $15  million which was utilized for working capital and to finance the purchase of the real  property on which 2 of its nursing care facilities operated.  By late 2006, SMS Companies were in an "overadvance" position, whereby the amount of funds by the lender exceeded the amount of collateral  eligible to be borrowed under the credit facility.
 
 Beginning in September 2006, SMS Companies entered into the first of a series of forbearance agreements whereby the lender agreed to forebear from declaring the financing in default provided SMS Companies obtained a commitment from a new lender to refinance and restructure the credit  facility.  SMS Companies were unsuccessful in obtaining a commitment from a new lender and, on January 5, 2007, the lender declared SMS Companies in default and commenced foreclosure and collection proceedings.  On January 9, 2007, the lender agreed to provide an additional $1.7 million to fund payroll and permit a controlled transaction to bankruptcy.  Subsequently, on January 17, 2007, the SMS Companies filed a petition for reorganization under Chapter 11 of the Bankruptcy Code.
 
 All assets, liabilities and other claims against the Company and it’s affiliated entities were combined for the purpose of distribution of funds to creditors.  Each of the entities otherwise remained separate corporate entities.  From the commencement of the bankruptcy proceedings through August 1, 2007 (the effective date of the plan of reorganization), all secured claims and/or administrative claims during this period were satisfied through either direct payment or negotiation.
 
 We were subject to the jurisdiction of the bankruptcy court until we consummated the merger or acquisition transaction with Latin America Ventures, Inc. in November 2008.  As we timely consummated a merger or acquisition with a qualifying entity which is engaged in business, we filed a certificate of compliance with the bankruptcy court which stated that the requirements of the Plan have been met, resulting in the discharge to be deemed granted.  Thereafter, the post discharge injunction provisions set forth in the Plan and the confirmation order became effective.
 
 The First Amended, Modified Chapter 11 Plan, (the Plan) as presented by SMS Companies and their creditors was approved by the United States Bankruptcy Court, Northern District of Texas - Dallas Division on August 1, 2007.  The Plan, which contemplates the Company entering into a reverse merger transaction, provided that certain identified claimants as well as unsecured creditors, in accordance with the allocation provisions of the Plan of Reorganization, and the Company’s new controlling stockholder would receive “new” shares of the Company’s post-reorganization common stock, pursuant to Section 1145(a) of the Bankruptcy Code.  As a result of the Plan’s approval, all liens, security interests, encumbrances and other interests, as defined in the Plan of Reorganization, attach to the creditor’s trust.  Specific injunctions prohibit any of these claims from being asserted against the Company prior to the contemplated reverse merger.
 
 The cancellation of all existing shares outstanding at the date of the bankruptcy filing and the issuance of all “new” shares of the reorganized entity caused an issuance of shares of common stock and a related change of control of the Company with more than 50.0% of the “new” shares being held by persons and/or entities which were not pre-bankruptcy stockholders.  Accordingly, per the Reorganization topic of the FASB Accounting Standards Codification, the Company adopted “fresh-start” accounting as of the bankruptcy discharge date whereby all continuing assets and liabilities of the Company were restated to the fair market value.  The Reorganization topic further states that fresh start financial statements prepared by entities emerging from bankruptcy will not be comparable with those prepared before their plans were confirmed because they are, in fact, those of a new entity.  As of August 1, 2007, by virtue of the Plan, the only asset of the Company was approximately $1,000 in cash due from the Bankruptcy Estate.
   7
 
 Latin America Ventures, Inc.
 (a development stage company)
 Notes to Financial Statements - Continued
 March 31, 2010 and December 31, 2009
 
 
 Note C - Preparation of Financial Statements
 
 The acquisition of Latin America Ventures, Inc. on November 18, 2008 by the Company effected a change in control and was accounted for as a “reverse acquisition” whereby Latin America Ventures, Inc. is the accounting acquiror for financial statement purposes.  Accordingly, for all periods subsequent to the November 18, 2008 “reverse acquisition” transaction, the historical financial statements of the Company reflect the financial statements of Latin America Ventures, Inc.  since its inception and the operations of the Company subsequent to November 18, 2008.
 
 The Company follows the accrual basis of accounting in accordance with generally accepted accounting principles and has established a year-end for accounting purposes of December 31.
 
 The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.  Actual results could differ from those estimates.
 
 Management further acknowledges that it is solely responsible for adopting sound accounting practices, establishing and maintaining a system of internal accounting control and preventing and detecting fraud.  The Company’s system of internal accounting control is designed to assure, among other items, that 1) recorded transactions are valid; 2) valid transactions are recorded; and 3) transactions are recorded in the proper period in a timely manner to produce financial statements which present fairly the financial condition, results of operations and cash flows of the Company for the respective periods being presented.
 
 During interim periods, the Company follows the accounting policies set forth in its annual audited financial statements filed with the U. S. Securities and Exchange Commission on its Annual Report on Form 10-K containing the Company’s financial statements for the year ended December 31, 2009.  The information presented within these interim financial statements may not include all disclosures required by generally accepted accounting principles and the users of financial information provided for interim periods should refer to the annual financial information and footnotes when reviewing the interim financial results presented herein.
 
 In the opinion of management, the accompanying interim financial statements, prepared in accordance with the U. S. Securities and Exchange Commission’s instructions for Form 10-Q are unaudited and contain all material adjustments, consisting only of normal recurring adjustments necessary to present fairly the financial condition, results of operations and cash flows of the Company for the respective interim periods presented.  The current period results of operations are not necessarily indicative of results which ultimately will be reported for the full fiscal year ending December 31, 2010.
 
 For segment reporting purposes, the Company operated in only one industry segment during the periods represented in the accompanying financial statements and makes all operating decisions and allocates resources based on the best benefit to the Company as a whole.
 
 
 Note D - Going Concern Uncertainty
 
 The Company has no post-bankruptcy operating history, no significant cash on hand, no operating assets and has a business plan with inherent risk.   The Company’s current business plan is to seek an acquisition or merger with a private operating company located in Latin America which offers an opportunity for growth and possible appreciation of our stockholders’ investment in the then issued and outstanding common stock.  However, there is no assurance that the Company will be able to successfully consummate an acquisition or merger with a private operating company or, if successful, that any acquisition or merger will result in the appreciation of our stockholders’ investment in the then outstanding common stock.
 
 Because of these factors, the Company’s auditors have issued an audit opinion on the Company’s financial statements which includes a statement describing our going concern status.  This means, in the auditor’s opinion, substantial doubt about our ability to continue as a going concern exists at the date of their opinion.
   8
 
 Latin America Ventures, Inc.
 (a development stage company)
 Notes to Financial Statements - Continued
 March 31, 2010 and December 31, 2009
 
 
 Note D - Going Concern Uncertainty - Continued
 
 A Company minority stockholder and the Company’s majority stockholder currently maintain the corporate status of the Company and has provided all nominal working capital support on the Company's behalf.  Because of the Company's lack of operating assets, its continuance is fully dependent upon the majority stockholder's continuing support.  It is the intent of management and significant stockholders to provide sufficient working capital necessary to support and preserve the integrity of the corporate entity.  However, no formal commitments or arrangements to advance or loan funds to the Company or repay any such advances or loans exist.  There is no legal obligation for either management or significant stockholders to provide additional future funding and the Company is at the mercy of future economic trends and business operations for the Company’s majority stockholder to have the resources available to support the Company.  Should this pledge fail to provide financing, the Company has not identified any alternative sources of working capital to support the Company.
 
 The Company's continued existence is dependent upon its ability to generate sufficient cash flows from operations to support its daily operations as well as provide sufficient resources to retire existing liabilities and obligations on a timely basis.  Further, the Company faces considerable risk in it’s business plan and a potential shortfall of funding due to our inability to raise capital in the equity securities market.  If no additional operating capital is received during the next twelve months, the Company will be forced to rely on existing cash in the bank and additional funds loaned by management and/or significant stockholders.
 
 The Company remains dependent upon additional external sources of financing; including being dependent upon its management and/or significant stockholders to provide sufficient working capital in excess of the Company’s initial capitalization to preserve the integrity of the corporate entity.
 
 The Company anticipates offering future sales of equity securities.  However, there is no assurance that the Company will be able to obtain additional funding through the sales of additional equity securities or, that such funding, if available, will be obtained on terms favorable to or affordable by the Company.
 
 The Company’s certificate of incorporation authorizes the issuance of up to 10,000,000 shares of preferred stock and 100,000,000 shares of common stock.  The Company’s ability to issue preferred stock may limit the Company’s ability to obtain debt or equity financing as well as impede potential takeover of the Company, which takeover may be in the best interest of stockholders.  The Company’s ability to issue these authorized but unissued securities may also negatively impact our ability to raise additional capital through the sale of our debt or equity securities.
 
 In such a restricted cash flow scenario, the Company would be unable to complete its business plan steps, and would, instead, delay all cash intensive activities.  Without necessary cash flow, the Company may become dormant during the next twelve months, or until such time as necessary funds could be raised in the equity securities market.
 
 While the Company is of the opinion that good faith estimates of the Company’s ability to secure additional capital in the future to reach its goals have been made, there is no guarantee that the Company will receive sufficient funding to sustain operations or implement any future business plan steps.
 
 While the Company is of the opinion that good faith estimates of the Company’s ability to secure additional capital in the future to reach its goals have been made, there is no guarantee that the Company will receive sufficient funding to sustain operations or implement any future business plan steps.
 
 
 Note E - Summary of Significant Accounting Policies
 
 1.
Cash and cash equivalents
 
 The Company considers all cash on hand and in banks, certificates of deposit and other highly-liquid investments with maturities of three months or less, when purchased, to be cash and cash equivalents.
   9
 
 Latin America Ventures, Inc.
 (a development stage company)
 Notes to Financial Statements - Continued
 March 31, 2010 and December 31, 2009
 
 
 Note E - Summary of Significant Accounting Policies - Continued
 
 2.
Reorganization costs
 
 The Company has adopted the provisions of provisions required by the Start-Up Activities topic of the FASB Accounting Standards Codification whereby all costs incurred with the incorporation and reorganization, post-bankruptcy, of the Company were charged to operations as incurred.
 
 3.
Income taxes
 
 The Company files income tax returns in the United States of America and various states, as appropriate and applicable.  As a result of the Company’s bankruptcy action, the Company is no longer subject to U.S. federal, state and local, as applicable, income tax examinations by regulatory taxing authorities for any period prior to August 1, 2007.  The Company does not anticipate any examinations of returns filed for periods ending after August 1, 2007.
 
 The Company uses the asset and liability method of accounting for income taxes.  At March 31, 2010 and December 31, 2009, respectively, the deferred tax asset and deferred tax liability accounts, as recorded when material to the financial statements, are entirely the result of temporary differences.  Temporary differences generally represent differences in the recognition of assets and liabilities for tax and financial reporting purposes, primarily accumulated depreciation and amortization, allowance for doubtful accounts and vacation accruals.
 
 The Company has adopted the provisions required by the Income Taxes topic of the FASB Accounting Standards Codification.  The Codification Topic requires the recognition of potential liabilities as a result of management’s acceptance of potentially uncertain positions for income tax treatment on a “more-likely-than-not” probability of an assessment upon examination by a respective taxing authority.  As a result of the implementation of Codification’s Income Tax Topic, the Company did not incur any liability for unrecognized tax benefits.
 
 4.
Income (Loss) per share
 
 Basic earnings (loss) per share is computed by dividing the net income (loss) available to common stockholders by the weighted-average number of common shares outstanding during the respective period presented in our accompanying financial statements.
 
 Fully diluted earnings (loss) per share is computed similar to basic income (loss) per share except that the denominator is increased to include the number of common stock equivalents (primarily outstanding options and warrants).
 
 Common stock equivalents represent the dilutive effect of the assumed exercise of the outstanding stock options and warrants, using the treasury stock method, at either the beginning of the respective period presented or the date of issuance, whichever is later, and only if the common stock equivalents are considered dilutive based upon the Company’s net income (loss) position at the calculation date.
 
 As of March 31, 2010 and 2009, the Company had no outstanding stock warrants, options or convertible securities which could be considered as dilutive for purposes of the loss per share calculation.
 
 
 Note F - Fair Value of Financial Instruments
 
 The carrying amount of cash, accounts receivable, accounts payable and notes payable, as applicable, approximates fair value due to the short term nature of these items and/or the current interest rates payable in relation to current market conditions.
 
 Interest rate risk is the risk that the Company’s earnings are subject to fluctuations in interest rates on either investments or on debt and is fully dependent upon the volatility of these rates.  The Company does not use derivative instruments to moderate its exposure to interest rate risk, if any.
   10
 
 Latin America Ventures, Inc.
 (a development stage company)
 Notes to Financial Statements - Continued
 March 31, 2010 and December 31, 2009
 
 
 Note F - Fair Value of Financial Instruments - Continued
 
 Financial risk is the risk that the Company’s earnings are subject to fluctuations in interest rates or foreign exchange rates and are fully dependent upon the volatility of these rates.  The Company does not use derivative instruments to moderate its exposure to financial risk, if any.
 
 
 Note G - Loans from Stockholder/Officer
 
 The Company and it’s controlling stockholder, Pierre Galoppi, have agreed that additional funds were initially necessary for the future support of the corporate entity and to initiate the Company’s business plan.  To this end, Mr. Galoppi has advanced an aggregate of approximately $9,600 to support the Company and its efforts.  This note is due upon demand, is unsecured and bears interest at 6.0% per annum.
 
 On December 30, 2008, concurrent with the merger of the Company and its wholly-owned subsidiary, Latin America Ventures, Inc., Mr. Galoppi forgave approximately $1,900 of the initial advance as contributed capital to facilitate the merger and appropriately account for the par value of the issued and outstanding shares of the Company’s common stock.
 
 On August 6, 2009, concurrent with a 2.4 for 1 forward split of the Company’s common stock, Mr. Galoppi additionally forgave approximately $2,800 of the cumulative advances as contributed capital to facilitate and balance the par value effect of this forward stock split.
 
 As of March 31, 2010 and December 31, 2009, the outstanding balance on this loan is approximately $4,860 and $4,860, respectively.
 
 
 Note H - Income Taxes
 
 The components of income tax (benefit) expense for each of the three month periods ended March 31, 2010 and 2009 and for the period from September 15, 2008 (date of incorporation) through March 31, 2010 is as follows:
 
 Period fromSeptember 15, 2008(date of incorporation)Three months


Three months


throughended


ended


endedMarch 31,


March 31,


March 31,2010


2009


2010Federal:Current

$
-


$
-


$
-Deferred


-



-



--



-



-State:Current


-



-



-Deferred


-



-



--



-



-Total

$
-


$
-


$
-
 
 As of March 31, 2010, the Company had a net operating loss carryforward of approximately $25,000 to offset future taxable income.  The amount and availability of any net operating loss carryforwards will be subject to the limitations set forth in the Internal Revenue Code.  Such factors as the number of shares ultimately issued within a three year look-back period; whether there is a deemed more than 50 percent change in control; the applicable long-term tax exempt bond rate; continuity of historical business; and subsequent income of the Company all enter into the annual computation of allowable annual utilization of any net operating loss carryforward(s).
   11
 
 Latin America Ventures, Inc.
 (a development stage company)
 Notes to Financial Statements - Continued
 March 31, 2010 and December 31, 2009
 
 
 Note H - Income Taxes - Continued
 
 The Company's income tax expense for each of the three month periods ended March 31, 2010 and 2009 and for the period from September 15, 2008 (date of incorporation) through March 31, 2010 is as follows:
 
 Period fromSeptember 15, 2008Three months


Three months


(date of incorporation)ended


ended


throughMarch 31,


March 31,


March 31,2010


2009


2010Statutory rate applied toincome before income taxes

$
(1,200
)

$
(2,100
)

$
(8,500
)Increase (decrease) in incometaxes resulting from:State income taxes


-



-



-Other, including reserve fordeferred tax asset and applicationof net operating loss carryforward


1,200



2,100



8,500Income tax expense

$
-


$
-


$
-
 
 The Company’s only temporary difference as of March 31, 2010 and 2009, respectively, relates to the Company’s net operating loss pursuant to the applicable Federal Tax Law.  As of March 31, 2010 and December 31, 2009, respectively, the deferred tax asset is as follows:
 
 2009
 March 31,


December 31,2010


2009Deferred tax assetsNet operating loss carryforwards

$
8,500


$
7,300Less valuation allowance


(8,500
)


(7,300
)Net Deferred Tax Asset

$
-


$
-
 
 During the three months ended March 31, 2010 and during the year ended December 31, 2009, respectively, the valuation allowance against the deferred tax asset increased by approximately $1,200 and $6,200.
 
 
 Note I - Capital Stock Transactions
 
 Stock split
 
 On July 22, 2009, the Company’s Board of Directors approved a 2.4-for-1 forward stock split of the Company’s issued and outstanding shares of common stock.  The additional shares were issued on August 6, 2009 to stockholders of record on August 3, 2009.  This action caused the total number of issued and outstanding shares of the Company’s common stock was increased from approximately 2,000,016 shares to approximately 4,800,500 shares.  No fractional shares were issued in connection with the forward stock split and any fractional interests will be rounded up to the nearest whole share.  The effect of this transaction is reflected in the accompanying financial statements as of the first day of the first period presented.
   12
 
 Latin America Ventures, Inc.
 (a development stage company)
 Notes to Financial Statements - Continued
 March 31, 2010 and December 31, 2009
 
 
 Note I - Capital Stock Transactions - Continued
 
 Capitalization transactions
 
 Pursuant to the Plan affirmed by the U. S. Bankruptcy Court - Northern District of Texas - Dallas Division, the Company, based upon the calculations provided by the Creditor’s Trustee, the Company issued an aggregate 500,016 shares of the Company’s “new” common stock to all unsecured creditors and the controlling stockholder in settlement of all unpaid pre-confirmation obligations of the Company and/or the bankruptcy trust.
 
 On November 18, 2008, the Company entered into a Share Exchange Agreement, (the “Share Exchange Agreement”), with Latin America Ventures, Inc., a Nevada corporation (“LAV”), and all of the shareholders of LAV.  Pursuant to the Share Exchange Agreement, the stockholders of LAV transferred 100% of the issued and outstanding shares of the capital stock of LAV in exchange for 1,500,000 newly issued shares of our common stock that, in the aggregate, constituted approximately 75% of our issued and outstanding capital stock on a fully-diluted basis as of and immediately after the consummation of such exchange.  As a result of this transaction, 2,000,016 shares of our common stock were then issued and outstanding.
 
 
 Note J - Subsequent Events
 
 Management has evaluated all activity of the Company through May 3, 2010 (the issue date of the financial statements) and concluded that no subsequent events have occurred that would require recognition in the consolidated financial statements or disclosure in the notes to financial statements.
 
 
 
 
 
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 13
 
 
 
 Part I - Item 2
 
 Management’s Discussion and Analysis of Financial Condition and Results of Operations
 
 (1)
Caution Regarding Forward-Looking Information
 
 Certain statements contained in this quarterly filing, including, without limitation, statements containing the words "believes", "anticipates", "expects" and words of similar import, constitute forward-looking statements. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of the Company, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements.
 
 Such factors include, among others, the following: international, national and local general economic and market conditions: demographic changes; the ability of the Company to sustain, manage or forecast its growth; the ability of the Company to successfully make and integrate acquisitions; raw material costs and availability; new product development and introduction; existing government regulations and changes in, or the failure to comply with, government regulations; adverse publicity; competition; the loss of significant customers or suppliers; fluctuations and difficulty in forecasting operating results; changes in business strategy or development plans; business  disruptions; the ability to attract and retain qualified personnel; the ability to protect technology; and other factors referenced in this and previous filings.
 
 Given these uncertainties, readers of this Form 10-Q and investors are cautioned not to place undue reliance on such forward-looking statements. The Company disclaims any obligation to update any such factors or to publicly announce the result of any revisions to any of the forward-looking statements contained herein to reflect future events or developments.
 
 (2)
Background
 
 Latin America Ventures, Inc. (Company) was organized on September 26, 2007 as SMSA El Paso 1 Acquisition Corp. under the Laws of the State of Nevada to effect the reincorporation of Senior Management Services of El Paso Sunset, Inc., a Texas corporation, as mandated by the plan of reorganization which was approved by the United States Bankruptcy Court, Northern District of Texas - Dallas Division on August 1, 2007.
 
 The Company’s emergence from Chapter 11 of Title 11 of the United States Code on August 1, 2007 created the combination of a change in majority ownership and voting control - that is, loss of control by the then-existing stockholders, a court-approved reorganization, and a reliable measure of the entity’s fair value - resulting in a fresh start, creating, in substance, a new reporting entity.  Accordingly, the Company, post bankruptcy, has no significant assets, liabilities or operating activities.  Therefore, the Company, as a new reporting entity, qualifies as a “development stage enterprise” as defined in the Development Stage Entities topic of the FASB Accounting Standards Codification and as a shell company as defined in Rule 405 under the Securities Act of 1933, (Securities Act), and Rule 12b-2 under the Securities Exchange Act of 1934, (Exchange Act).
 
 The Company filed a General Form for Registration of Securities Pursuant to Section 12(b) or (g) of the Securities Exchange Act of 1934, as amended, on Form 10 on March 12, 2008.  This Registration Statement went effective on May 11, 2008.
 
 In accordance with the confirmed plan of reorganization, our current business plan is to seek to identify a privately-held operating company desiring to become a publicly held company by merging with the Company through a reverse merger or acquisition.
 
 On November 18, 2008, the Company entered into a Share Exchange Agreement, (the “Share Exchange Agreement”), with Latin America Ventures, Inc., a Nevada corporation (“LAV”), and all of the shareholders of LAV.  Pursuant to the Share Exchange Agreement, the stockholders of LAV transferred 100% of the issued and outstanding shares of the capital stock of LAV in exchange for 1,500,000 newly issued shares of our common stock that, in the aggregate, constituted approximately 75% of our issued and outstanding capital stock on a fully-diluted basis as of and immediately after the consummation of such exchange.  As a result of this transaction, 2,000,016 shares of our common stock were then issued and outstanding.
 
 Latin America Ventures, Inc. (Company) was organized on September 15, 2008 as a Nevada corporation and was formed to seek and identify a privately-held operating company located in Latin America desiring to become a publicly held company with access to United States capital markets by combining with us through a reverse merger or acquisition transaction.
   14
 
 Effective December 30, 2008, the Company entered into an agreement and plan of merger with its wholly-owned subsidiary, Latin America Ventures, Inc. (the “Subsidiary”) pursuant to which the Subsidiary was merged with and into the Parent and the Parent continued as the surviving corporation.  In connection with the merger, the name of the Parent was changed to Latin America Ventures, Inc.  The parent-subsidiary merger and name change were effected pursuant to the Articles of Merger and Plan of Merger that were filed with the Nevada Secretary of State and became effective on December 30, 2008.
 
 The acquisition of Latin America Ventures, Inc. on November 18, 2008 by the Company effected a change in control and was accounted for as a “reverse acquisition” whereby Latin America Ventures, Inc. is the accounting acquiror for financial statement purposes.  Accordingly, for all periods subsequent to the November 18, 2008 “reverse acquisition” transaction, the historical financial statements of the Company reflect the financial statements of Latin America Ventures, Inc.  since its inception and the operations of the Company subsequent to November 18, 2008.
 
 On July 22, 2009, the Company’s Board of Directors approved a 2.4-for-1 forward stock split of the Company’s issued and outstanding shares of common stock.  The additional shares were issued on August 6, 2009 to stockholders of record on August 3, 2009.  This action caused the total number of issued and outstanding shares of the Company’s common stock was increased from approximately 2,000,016 shares to approximately 4,800,040 shares.  No fractional shares were issued in connection with the forward stock split and any fractional interests will be rounded up to the nearest whole share.  The effect of this transaction is reflected in the accompanying financial statements as of the first day of the first period presented.
 
 (3) Plan of Operations
 
 The Company had no revenue for either of the three month periods ended March 31, 2010 or 2009, respectively.
 
 General and administrative expenses for the three month period ended March 31, 2010 and 2009 were approximately $3,300 and $6,000, respectively, which relate to the Company’s requirement to file periodic reports pursuant to the Exchange Act and maintaining the corporate entity.  Included in the cumulative expenditures of approximately $25,000 is approximately $6,000 for fees, charges and legal fees related to the incorporation and/or reorganization of the corporate entity pursuant to the Plan of Reorganization and the formation of and merger with LAV.
 
 It is anticipated that future expenditure levels will fluctuate as the Company complies with its periodic reporting requirements and implements its business plan.
 
 Earnings per share for the three months ended March 31, 2010 and 2009 and for the period from September 15, 2008 (date of incorporation) through March 31, 2010 were approximately $(0.00), $(0.00) and $(0.01) based on the weighted-average shares issued and outstanding, after adjustment for the forward stock split.
 
 The Company does not expect to generate any meaningful revenue or incur operating expenses for purposes other than fulfilling the obligations of a reporting company under the Exchange Act unless and until such time that the Company’s executes upon its current business plan.
 
 (4)
Plan of Business
 
 General
 
 The Company’s current purpose is to seek, investigate and, if such investigation warrants, merge or acquire an interest in business opportunities located in Latin America which desire to seek the perceived advantages of a Exchange Act registered corporation.
  Pending negotiation and consummation of a combination, the Company anticipates that it will have, aside from carrying on its search for a combination partner, no business activities, and, thus, will have no source of revenue. Should the Company incur any significant liabilities prior to a combination with a private company, it may not be able to satisfy such liabilities as are incurred.
 
 If the Company’s management pursues one or more combination opportunities beyond the preliminary negotiations stage and those negotiations are subsequently terminated, it is foreseeable that such efforts will exhaust the Company’s ability to continue to seek such combination opportunities before any successful combination can be consummated. In that event, the Company’s common stock will become worthless and holders of the Company’s common stock will receive a nominal distribution, if any, upon the Company’s liquidation and dissolution.
   15
 
 Management
 
 The Company is a shell corporation, and currently has no full-time employees. Pierre Galoppi is the Company’s sole officer, director, and controlling stockholder.  All references herein to management of the Company are to Mr. Galoppi.  Mr. Galoppi, as President of the Company, has agreed to allocate a limited portion of his time to the activities of the Company without compensation.  Potential conflicts may arise with respect to the limited time commitment by Mr. Galoppi and the potential demands of the Company’s activities.
 
 The amount of time spent by Mr. Galoppi on the activities of the Company is not predictable.  Such time may vary widely from an extensive amount when reviewing a target company to an essentially quiet time when activities of management focus elsewhere, or some amount in between.  It is impossible to predict with any precision the exact amount of time Mr. Galoppi will actually be required to spend to locate a suitable target company.  Mr. Galoppi estimates that the business plan of the Company can be implemented by devoting less than 5 hours per month but such figure cannot be stated with precision.
 
 (5)
Liquidity and Capital Resources
 
 At March 31, 2010 and December 31, 2009, the Company had working capital of approximately $(20,000) and $(16,700), respectively.
 
 The Company has no post-bankruptcy operating history, no significant cash on hand, no operating assets and has a business plan with inherent risk.   The Company’s current business plan is to seek an acquisition or merger with a private operating company located in Latin America which offers an opportunity for growth and possible appreciation of our stockholders’ investment in the then issued and outstanding common stock.  However, there is no assurance that the Company will be able to successfully consummate an acquisition or merger with a private operating company or, if successful, that any acquisition or merger will result in the appreciation of our stockholders’ investment in the then outstanding common stock.
 
 Because of these factors, the Company’s auditors have issued an audit opinion on the Company’s financial statements which includes a statement describing our going concern status.  This means, in the auditor’s opinion, substantial doubt about our ability to continue as a going concern exists at the date of their opinion.
 
 A Company minority stockholder and the Company’s majority stockholder currently maintain the corporate status of the Company and has provided all nominal working capital support on the Company's behalf.  Because of the Company's lack of operating assets, its continuance is fully dependent upon the majority stockholder's continuing support.  It is the intent of management and significant stockholders to provide sufficient working capital necessary to support and preserve the integrity of the corporate entity.  However, no formal commitments or arrangements to advance or loan funds to the Company or repay any such advances or loans exist.  There is no legal obligation for either management or significant stockholders to provide additional future funding and the Company is at the mercy of future economic trends and business operations for the Company’s majority stockholder to have the resources available to support the Company.  Should this pledge fail to provide financing, the Company has not identified any alternative sources of working capital to support the Company.
 
 The Company's continued existence is dependent upon its ability to generate sufficient cash flows from operations to support its daily operations as well as provide sufficient resources to retire existing liabilities and obligations on a timely basis.  Further, the Company faces considerable risk in it’s business plan and a potential shortfall of funding due to our inability to raise capital in the equity securities market.  If no additional operating capital is received during the next twelve months, the Company will be forced to rely on existing cash in the bank and additional funds loaned by management and/or significant stockholders.
 
 The Company remains dependent upon additional external sources of financing; including being dependent upon its management and/or significant stockholders to provide sufficient working capital in excess of the Company’s initial capitalization to preserve the integrity of the corporate entity.
 
 The Company anticipates offering future sales of equity securities.  However, there is no assurance that the Company will be able to obtain additional funding through the sales of additional equity securities or, that such funding, if available, will be obtained on terms favorable to or affordable by the Company.
 
 The Company’s certificate of incorporation authorizes the issuance of up to 10,000,000 shares of preferred stock and 100,000,000 shares of common stock.  The Company’s ability to issue preferred stock may limit the Company’s ability to obtain debt or equity financing as well as impede potential takeover of the Company, which takeover may be in the best interest of stockholders.  The Company’s ability to issue these authorized but unissued securities may also negatively impact our ability to raise additional capital through the sale of our debt or equity securities.
   16
 
 In such a restricted cash flow scenario, the Company would be unable to complete its business plan steps, and would, instead, delay all cash intensive activities.  Without necessary cash flow, the Company may become dormant during the next twelve months, or until such time as necessary funds could be raised in the equity securities market.
 
 While the Company is of the opinion that good faith estimates of the Company’s ability to secure additional capital in the future to reach its goals have been made, there is no guarantee that the Company will receive sufficient funding to sustain operations or implement any future business plan steps.
 
 While the Company is of the opinion that good faith estimates of the Company’s ability to secure additional capital in the future to reach its goals have been made, there is no guarantee that the Company will receive sufficient funding to sustain operations or implement any future business plan steps.
 
 The Company’s need for capital may change dramatically as a result of any business acquisition or combination transaction. There can be no assurance that the Company will identify any such business, product, technology or company suitable for acquisition in the future. Further, there can be no assurance that the Company would be successful in consummating any acquisition on favorable terms or that it will be able to profitably manage the business, product, technology or company it acquires.
 
 The Company has no current plans, proposals, arrangements or understandings with respect to the sale or issuance of additional securities prior to the location of a merger or acquisition candidate.  Accordingly, there can be no assurance that sufficient funds will be available to the Company to allow it to cover the expenses related to such activities.
 
 Regardless of whether the Company’s cash assets prove to be inadequate to meet the Company’s operational needs, the Company might seek to compensate providers of services by issuances of stock in lieu of cash.
 
 (5)
Critical Accounting Policies
 
 Our financial statements and related public financial information are based on the application of accounting principles generally accepted in the United States (“GAAP”).  GAAP requires the use of estimates; assumptions, judgments and subjective interpretations of accounting principles that have an impact on the assets, liabilities, revenue and expense amounts reported.  These estimates can also affect supplemental information contained in our external disclosures including information regarding contingencies, risk and financial condition.  We believe our use of estimates and underlying accounting assumptions adhere to GAAP and are consistently and conservatively applied.  We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances.  Actual results may differ materially from these estimates under different assumptions or conditions. We continue to monitor significant estimates made during the preparation of our financial statements.
 
 Our significant accounting policies are summarized in Note E of our financial statements.  While all these significant accounting policies impact our financial condition and results of operations, we view certain of these policies as critical. Policies determined to be critical are those policies that have the most significant impact on our financial statements and require management to use a greater degree of judgment and estimates.  Actual results may differ from those estimates. Our management believes that given current facts and circumstances, it is unlikely that applying any other reasonable judgments or estimate methodologies would cause effect on our consolidated results of operations, financial position or liquidity for the periods presented in this report.
 
 (5)      Effect of Climate Change Legislation
 
 The Company currently has no known or identified exposure to any current or proposed climate change legislation which could negatively impact the Company’s operations or require capital expenditures to become compliant.  Additionally, any currently proposed or to-be-proposed-in-the-future legislation concerning climate change activities, business operations related thereto or a publicly perceived risk associated with climate change could, potentially, negatively impact the Company’s efforts to identify an appropriate target company which may wish to enter into a business combination transaction with the Company.
 
 
 Item 3 - Quantitative and Qualitative Disclosures About Market Risk
 
 The Company may be subject to certain market risks, including changes in interest rates and currency exchange rates.  At the present time, the Company does not undertake any specific actions to limit those exposures.
   17
 
 
 Item 4 - Controls and Procedures
 
 (a)
Evaluation of Disclosure Controls and Procedures
 
 Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934, as amended (Exchange Act), as of March 31, 2010.  Based on this evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures are effective in alerting them on a timely basis to material information relating to our Company required to be included in our reports filed or submitted under the Exchange Act.
 
 (b)
Changes in Internal Controls
 
 There were no significant changes (including corrective actions with regard to significant deficiencies or material weaknesses) in our internal controls over financial reporting that occurred during the quarter ended March 31, 2010 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
 
 
 Part II - Other Information
 
 Item 1 - Legal Proceedings
 None
 
 Item 2 - Unregistered Sales of Equity Securities and Use of Proceeds
 None
 
 Item 3 - Defaults upon Senior Securities
 None
 
 Item 4 - Submission of Matters to a Vote of Security Holders
 The Company has held no regularly scheduled, called or special meetings of stockholders during the reporting period.
 
 Item 5 - Other Information
 None
 
 Item 6 - Exhibits
 31.1
Certification pursuant to Section 302 of Sarbanes-Oxley Act of 2002
 32.1
Certification pursuant to Section 906 of Sarbanes-Oxley Act of 2002
 
 
 
 SIGNATURES
 
 In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
     Latin America Ventures, Inc.Dated: April 30, 2010

/s/ Pierre GaloppiPierre GaloppiPresident, Chief Executive OfficerChief Financial Officer and Director
 
 
 
 
 
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