Chile Mining (LVEN) 10-Q 2010 Q1 Quarterly report

     

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 June 30, 2009
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 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	Accelerated filer
Non-accelerated filer	Smaller reporting company	x

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

     YES x NO o 

State the number of shares outstanding of each of the issuer's classes of common equity as of the latest practicable date:     August 3, 2009: 2,000,016 

Transitional Small Business Disclosure Format (check one):     YES o NO x

1

     Latin America Ventures, Inc.

     Form 10-Q for the Quarter ended June 30, 2009

     Table of Contents

	Page
Part I - Financial Information
Item 1 - Financial Statements	3
Item 2 - Management's Discussion and Analysis or Plan of Operation	13
Item 3 - Quantitative and Qualitative Disclosures About Market Risk	16
Item 4 - Controls and Procedures	16
Part II - Other Information
Item 1 - Legal Proceedings	16
Item 2 - Recent Sales of Unregistered Securities and Use of Proceeds	17
Item 3 - Defaults Upon Senior Securities	17
Item 4 - Submission of Matters to a Vote of Security Holders	17
Item 5 - Other Information	17
Item 6 - Exhibits	17
Signatures	17

2

Part I

Item 1 - Financial Statements

     Latin America Ventures, Inc.

     (a development stage company)
     Balance Sheets
     June 30, 2009 and December 31, 2008

		(Unaudited)			(Audited)
		June 30,			December 31,
		2009			2008
ASSETS
Current Assets
Cash on hand and in bank	$	274		$	3,405
Total Assets	$	274		$	3,405
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current Liabilities
Accounts payable - trade	$	10,183		$	1,559
Accrued interest payable		229			76
Note payable to controlling stockholder		6,000			3,000
Total Current Liabilities		16,412			4,635
Total Liabilities		16,412			4,635
Commitments and Contingencies
Stockholders' Equity (Deficit)
Preferred stock - $0.001 par value
10,000,000 shares authorized.
None issued and outstanding		--			--
Common stock - $0.001 par value.
100,000,000 shares authorized.
2,000,016 shares issued and outstanding		2,000			2,000
Additional paid-in capital		--			--
Deficit accumulated during the development stage		(18,138	)		(3,230	)
Total Stockholders' Equity (Deficit)		(16,138	)		(1,230	)
Total Liabilities and
Stockholders’ Equity (Deficit)	$	274		$	3,405

         The financial information presented herein has been prepared by management

     with out 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)
     Statement of Operations and Comprehensive Loss
     Six and Three months ended June 30, 2009 and
     Period from September 15, 2008 (date of incorporation) through June 30, 2009

     (Unaudited)

								Period from
								September 15, 2008
		Six months			Three months			(date of incorporation)
		ended			ended			through
		June 30, 2009			June 30, 2009			June 30, 2009
Revenues	$	--		$	--		$	--
Operating expenses
Formation & incorporation costs		--			--			778
Legal and professional fees		11,088			7,333			12,518
Other general and administrative fees		3,667			1,345			4,613
Total operating expenses		14,755			8,678			17,909
Loss from operations		(14,755	)		(8,678	)		(17,909	)
Other income (expense)
Interest expense		(153	)		(90	)		(229	)
Loss before provision for income taxes		(14,908	)		(8,768	)		(18,138	)
Provision for income taxes		--			--			--
Net loss		(14,908	)		(8,768	)		(18,138	)
Other comprehensive income		--			--			--
Comprehensive loss	$	(14,908	)	$	(8,768	)	$	(18,138	)
Loss per weighted-average share
of common stock outstanding,
computed on net loss - basic
and fully diluted	$	(0.01	)		nil		$	(0.01	)
Weighted-average number of shares
of common stock outstanding -
basic and fully diluted		2,000,016			2,000,016			2,000,016

     The financial information presented herein has been prepared by management

     with out 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)
     Statement of Cash Flows
     Six months ended June 30 2009 and
     Period from September 15, 2008 (date of incorporation) through June 30, 2009

     (Unaudited)

					Period from
					September 15, 2008
		Six months			(date of incorporation)
		ended			through
		June 30, 2009			June 30, 2009
Cash Flows from Operating Activities
Net loss for the period	$	(14,908	)	$	(18,138	)
Adjustments to reconcile net loss
to net cash provided by
operating activities
Increase (Decrease) in
Accounts payable-trade		8,624			10,183
Accrued interest payable		153			229
Net cash used in operating activities		(6,131	)		(7,726	)
Cash Flows from Investing Activities		--			--
Cash Flows from Financing Activities
Cash from sale of common stock		--			100
Working capital advances from majority stockholder		3,000			7,990
Net cash provided by financing activities		3,000			8,000
Increase in Cash		(3,131	)		274
Cash at beginning of period		3,405			--
Cash at end of period	$	274		$	274
Supplemental Disclosure of
Interest and Income Taxes Paid
Interest paid during the period	$	--		$	--
Income taxes paid during the period	$	--		$	--
Supplemental Disclosure of
Non-Cash Investing and Financing Activities
Working capital advance from controlling stockholder
forgiven as additional contributed capital	$	--		$	1,900

                                   

     The financial information presented herein has been prepared by management

     with out 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
     June 30, 2009 and December 31, 2008

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 are currently 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. 

 

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6

     Latin America Ventures, Inc.
     (a development stage company)
     Notes to Financial Statements - Continued
     June 30, 2009 and December 31, 2008

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 at the date of the bankruptcy filing and the issuance of “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 American Institute of Certified Public Accountants’ Statement of Position 90-7, “Financial Reporting by Entities in Reorganization Under the Bankruptcy Code”, 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. 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
     June 30, 2009 and December 31, 2008

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. 

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 operating history, limited cash on hand, no assets and a business plan with inherent risk. 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.
 
The Company's ultimate 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’s 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.
 
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.
 

8

     Latin America Ventures, Inc.
     (a development stage company)
     Notes to Financial Statements - Continued
     June 30, 2009 and December 31, 2008

Note D - Going Concern Uncertainty - Continued 

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 the event that insufficient working capital to maintain the corporate entity and implement our business plan is not available, the Company’s majority stockholder intends to maintain the corporate status of the Company and provide all necessary working capital support on the Company's behalf. 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. Further, 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. 

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. 

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.

2.     Organization and Formation costs

The Company has adopted the provisions of AICPA Statement of Position 98-5, “Reporting on the Costs of Start-Up Activities” whereby all costs incurred with the incorporation and organization of the Company were charged to operations as incurred.

3.     Income taxes

The Company uses the asset and liability method of accounting for income taxes. At June 30, 2009 and December 31, 2008, 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 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.

As of June 30, 2009 and December 31, 2008, the deferred tax asset related to the Company’s net operating loss carryforward is fully reserved. Due to the provisions of Internal Revenue Code Section 338, the Company may have no net operating loss carryforwards available to offset financial statement or tax return taxable income in future periods as a result of a change in control involving 50 percentage points or more of the issued and outstanding securities of the Company.

9

     Latin America Ventures, Inc.
     (a development stage company)
     Notes to Financial Statements - Continued
     June 30, 2009 and December 31, 2008

Note E - Summary of Significant Accounting Policies - Continued 

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 June 30, 2009 and subsequent thereto, 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.

5.     Pending and/or New Accounting Pronouncements

The Company is of the opinion that any pending accounting pronouncements, either in the adoption phase or not yet required to be adopted, will not have a significant impact on the Company's financial position or results of operations.

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. 

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 $7,900 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.
 
As of June 30, 2009, the outstanding balance on this loan is approximately $6,000.

10

     Latin America Ventures, Inc.
     (a development stage company)
     Notes to Financial Statements - Continued
     June 30, 2009 and December 31, 2008

Note H - Income Taxes 

The components of income tax (benefit) expense for the three months ended June 30, 2009 and for the period from September 15, 2008 (date of incorporation) through June 30, 2009 is as follows:

			Period from
			September 15, 2008
	Six months	Three months	(date of incorporation)
	ended	ended	through
	June 30, 2009	June 30, 2009	June 30, 2009
Federal:
Current	$ --	$ --	$ --
Deferred	--	--	--
	--	--	--
State:
Current	--	--	--
Deferred	--	--	--
	--	--	--
Total	$ --	$ --	$ --

                                              

As of June 30, 2009, the Company had a net operating loss carryforward of approximately $18,000 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).

 

The Company's income tax expense for the six months ended June 30, 2009 and for the period from September 15, 2008 (date of incorporation) through June 30, 2009 is as follows:

					Period from
					September 15, 2008
		Six months			(date of incorporation)
		ended			through
		June 30, 2009			June 30, 2009
Statutory rate applied to
income before income taxes	$	(5,100	)	$	(6,200	)
Increase (decrease) in income
taxes resulting from:
State income taxes		--			--
Other, including reserve for
deferred tax asset and application
of net operating loss carryforward		5,100			6,200
Income tax expense	$	--		$	--

                                  
 

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11

     Latin America Ventures, Inc.
     (a development stage company)
     Notes to Financial Statements - Continued
     June 30, 2009 and December 31, 2008

Note H - Income Taxes - Continued 

The Company’s only temporary difference as of June 30, 2009 and December 31, 2008, respectively, relates to the Company’s net operating loss pursuant to the applicable Federal Tax Law. As of June 30, 2009 and December 31, 2008, respectively, the deferred tax asset is as follows:

		June 30,			December 31,
		2009			2008
Deferred tax assets
Net operating loss carryforwards	$	6,200		$	1,100
Less valuation allowance		(6,200	)		(1,100	)
Net Deferred Tax Asset	$	--		$	--

                     
During the six months ended June 30, 2009 and the period December 31, 2008, respectively, the valuation allowance against the deferred tax asset increased by approximately $5,100 and $1,100.

Note I - Capital Stock 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 are currently issued and outstanding.
 
 
 
 

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1

12

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 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). 

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 are currently 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. 

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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. 

(3)   Plan of Operations
 
The Company had no revenue for either of the six or three month periods ended June 30, 2009 or for the period from September 15, 2008 (date of incorporation) through June 30, 2009, respectively.
 
General and administrative expenses for the six month period ended June 30, 2009 and for the period from September 15, 2008 (date of incorporation) through June 30, 2009 were approximately $14,800 and $17,900, 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 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 increase as the Company intends to fully comply with it’s periodic reporting requirements.
 
Earnings per share for the six months ended June 30, 2009 and for the period from September 15, 2008 (date of incorporation) through June 30, 2009 were approximately $(0.01) and $(0.01) based on the weighted-average shares issued and outstanding.
 
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. As of the date of this report, the Company has no particular acquisitions in mind and has not entered into any negotiations regarding such an acquisition, and neither the Company’s officer and director nor any promoter and affiliate has engaged in any negotiations with any representatives of the owners of any business or company regarding the possibility of a merger or acquisition between the Company and such other company.

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.

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.

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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 June 30, 2009 and December 31, 2008, the Company had working capital of approximately $(16,000) and $(1,200), respectively. 

The Company has no operating history, no operating assets, limited cash on hand and a business plan with inherent risk. 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. 

The Company's ultimate 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’s 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. 

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 Articles of Incorporation authorize 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 the event that insufficient working capital to maintain the corporate entity and implement our business plan is not available, the Company’s majority stockholder intends to maintain the corporate status of the Company and provide all necessary working capital support on the Company's behalf. 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. 

Further, 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. 

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. 

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.

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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.
 

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. 
 

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 June 30, 2009. 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 June 30, 2009 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 

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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: August 3, 2009	/s/ Pierre Galoppi
	Pierre Galoppi
	President, Chief Executive Officer
	Chief Financial Officer and Director

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