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Automated Vending Technologies, Inc.

Table of Content

Dear Investor And Potential Investor: Executive Summary / Company Introduction History and Current Status Business Objectives / Keys to Success Products and Services AVT - Technology at a Glance AVT - Services And Technology In Detail Media Advertising Automated Express Market Vending Management SystemTM (VMS) Vend Sensing System Vending Machine Manufacturing... / Development Pipeline Market Information Strategic Positioning/Unique Product Offerings / Relationships And Best-in-class Alliances/ Diverse Customer Base / Management and Organization 8 9 10 11 12 13 14 1 2-3 4 5 6 7 Management Team / Management Team Biographies/ Organization Trademarks And Patented Technology / Wireless Management of Remote... Vending Management System/ Manufacturing Capabilities RAM4000 / RAM5000 Kiosk Systems/ Fabrication / Assembly Quality Assurance AVTi Media AVT Gross Sales Forecast Years 2007-2009 / AVT Forecast Calculations ­ 2007 Thru 2009 Advisory Notice 15-18

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Executive Summary / Company Introduction

AVT is an innovative vending operator and manufacturer of technology based vending solutions and equipment that is in the process of revolutionizing convenience food access. With extensive experience in the vending machine industry, the Company combines vast market knowledge and strong customer relationships with best in class technologies to dramatically improve the values delivered to consumers. AVT anticipates playing a major role in this multi-billion dollar industry. The Company is a publicly held corporation incorporated in the State of Nevada and based in Corona, California. The Company currently employs a workforce of approximately 35 people and services nearly 300 commercial and government vending accounts in Southern California. Driven by an active and successful business development effort, the Company is now positioned for rapid growth both as a service provider and as a vendor of equipment and technology solutions to other vendors and operators. AVT's predecessor organizations and management team have accumulated more than 45 years of combined experience in vending machine manufacturing, technology based products, and vending machine operations. The Company has experienced rapid growth in its core business of equipment distribution, aggressive account acquisition, and a focus on customer service and constant innovation. Building on its knowledge of customers and commercially available solutions, AVT is poised for rapid growth by introducing cutting edge service concepts and technologies that will provide significant cost reduction and convenience benefits to vending customer's world wide. These include: Manufacturing of a refrigerated beverage/snack combination vending machine that has the superiority of being outfitted with three alternative technological solutions and provided with competitive pricing and amenities not found in the industry today. Manufacturing of a high capacity non-refrigerated snack/chip/pastry combination vending machine that is outfitted with three alternative technological solutions and provided with competitive pricing and amenities not found in the industry today. An attractive, built-in, secure access vending cabinet for the thousands of hotels that do not have on-site food service. The AEMTM cabinet incorporates patent pending touchscreen to vend or TSVTM which replaces both stand-alone machines and in-room locked mini-fridges while providing controlled access and a range of direct customer billing options.

Dear Investor and Potential Investor:

Consider the vending machine. We see them in many public places. They provide excellent service dispensing a quick refreshment to quench your thirst. The vending industry, worldwide, is a MULTI-BILLION DOLLAR industry. Yet, in many ways, the world of vending is a stagnant enterprise. Innovation has passed this industry by. Until now, Automated Vending Technologies, Inc. (AVT), whose stock trades under the symbol AVTC, has proven that the inventive use of key technologies can bring new life, strong growth, and increased profitability for both the vending machine manufacturing and the vending machine operating industry. This business plan will detail specifics about the innovation of AVT, and the magic it has brought and is bringing to a moribund industry. Here is one example, to WET your appetite. Vending machine operators concluded that one way to subsidize income is to place an advertisement on a machine. This one advertisement alone may yield an additional $1000 a month in cash flow. AVT has developed a way to place 10 ads per machine, with the AVTi server-based system, AVTi Media. AVTi media allows the operator to control the advertising component of the machine remotely utilizing visual streaming. The marketability of advertising is such a manner is both effective and profitable. No other vending machine manufacturer is even close to realizing such visionary means of bolstering revenues in this, and other, patented ways. AVT is both a manufacturer of its own line of vending machines, technological marvels, and also services more than 300 locations and close to 1000 vending machines in the prosperous Southern California region. The mission of AVT is simple: To be the one of the leading vending machine manufacturers in the world; to use technology and five-star customer service to make our Company far outshine the rest; and to provide the potential for significant rewards for investors and shareholders.

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History and Current Status

Patent-Pending, affordable, wireless VMSTM technology enabling vending machine owners/ operators to remotely manage their systems and receive real time information via the Internet. Also, implementation of a cashless payment system enabling patrons to use credit card or membership card for completing vending transactions. Highly-visible, remotely-programmable, AVTI MediaTM video panels integrated into vending machine signage that creates a new opportunity for advertisers to reach consumers in a captive setting. Information on AVT's products and services appear in the body of this plan and in a visual form on the Company's website: www.AVTinconline.com. AVT has exclusive licensing rights to technologies that drive these innovations which are in various stages of development or launch. Details on these individual products and business lines appear elsewhere in this document. AVT's goal is to be the leading, profitable provider of convenience-food service solutions that are reflective of today's "got to have it now" consumers. Serving international vending owners / operators whose desire is to have a better experience with vending equipment. The Company will continue to fuel its growth by developing superior customer solutions, adapting new technologies, and pursuing appropriate mergers and acquisitions. The Company has an active business development portfolio of technology-centered, practical solutions for the vending industry and is expecting rapid growth as these are commercialized. AVT is moving into making a large investment in building a dynamic pipeline of innovative vending solutions. The Company focuses its expenditures on product and service development, vending routes, equipment purchases and knowledgeable and dedicated personal as the Company builds the base for rapid growth over the coming years. AVT has prepared a comprehensive plan and projects that it will experience increased revenues and profit growth beginning in the current year. The Company will grow primarily because of the incorporation of advertisement on the vending machines, the sales of the RAM 4000 and the RAM 5000, the introduction of the next generation Product Dispensing Centers and the integration of revolutionary vending technologies. AVT was founded as a privately held company in 2002. AVT began its venture as a vending route operator. From conception the Company outshined its competition initially by using only state of the art equipment. AVT rapidly grew from one route to five prosperous routes in Southern California by focusing on the importance of providing quality equipment and unparalleled customer service. AVT's commitment to success allowed for growth and profitability early on. As a result of this operating experience the Company realized first hand the weaknesses within the vending industry. This knowledge led AVT to expand its operations into the machine manufacturing arena. The company developed vending machines to meet their stringent specifications including such capabilities as multiple payments options and an advertising component. The result was superior equipment that ultimately improved the Company's own operation and provided other operators quality equipment. Further inefficiencies resulted in establishing an in-house engineering and software design department. It was realized that the need for a system which allows an operator to more closely monitor the machines functions existed. Our engineers created and introduced the Vending Management System (VMS). This system allows the operator to remotely access the machine functions via a wireless connection. The following year AVT launched its wholly owned subsidiary AVTi MediaTM. AVTi Media created the technology by which an advertising medium is to the company's proprietary cabinetry, the AEMTM cabinets and AVT's next generation vending machines. Owners and operators may thus benefit as advertisers pay for media access to captive consumers, for example, in conference rooms, hotel lobbies, airport terminals, restaurants, car rental outlets and surgery center waiting rooms. With these developments, AVT is now addressing significant growth opportunities throughout the vending industry. The Company has the capability to bundle proprietary software and services with next generation machines to deliver customized solutions. AVT is the provider of THE TOTAL VENDING SOLUTION.

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Business Objectives

AVT's mission is to capture the vending industry effectively through the introduction of revolutionary technology and becoming one of the leading vending equipment manufactures nationally. The Company is geared toward being a highly-profitable, fast-growing provider of specialty vending services and technological resources. AVT has proven itself as a successful owner and distributor of traditional and specialized vending equipment. Through proprietary technologies and innovative service approaches, AVT will become an integrated provider of vending products and services. The Company has access to promising technologies that dramatically reduce the cost of delivering high-quality vended items and that consequently provide cost savings to vending machine operators and users. These developments have the potential to significantly expand the market and revenues for vending route operations.

Products and Services

AVT is a family of products all geared toward improving the experience of consumers, establishments, and operators in the convenience food industry. Exhibit 2 provides an overview of the solutions and lines of business that AVT offers. The Company has developed or is developing lines of business to serve all levels of the convenience food value chain, from vending machine manufacturers to independent operators to various establishments and, both directly and indirectly, various segments of the consuming public. AVT's lines of business provide a wide range of innovative solutions as described in the following pages:

Keys to Success

1) 2) 3) 4) Bringing to a stagnant industry the power of technology. Use of advertising techniques to bring in significant revenues. A proven ability to use partners and strategic alliances for maximizing growth. The infusion of technology making us a competitor in a Billon Dollar industry

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AVT Services and Technology in Detail Media Advertising AVT - Technology at a Glance

Digital Signage: Designed using AVT in-house engineering and marketing team, AVT's Digital Signage is unique to our AEM, RAM 4000 and RAM 5000 product lines. Digital signage brings a new and exciting level of recurring revenue to each and every placement or location. VSS ­ Vend Sensing System: Patent pending "drop sensing" technology for creating a guaranteed vend solution in AVT and industry standard vending systems. VSS system is unlike other conventional drop detection systems since it "looks" at the 3D space in the drop bin to determine if any product has dropped. AVT Vending Operations: AVT is a full service vending company currently servicing more than 300 accounts with 1000 vending machines. AVT is one of the only vending operators that service a full line-up of vending solutions to business and government establishments in the greater Southern California area. AEM ­ Automated Express Market: At head of AVT's Automated Express Market is our Touch Screen Vending or TSV. TSV is ideal for hotels and upscale locations where touch to vend and pay via room charge or credit card is the primary payment method. VMS -Vending Management System: AVT's Vending Management System software allows for the remote 2-way management of machine inventory, repairs, daily sales totals, and advertising from your home or office via secure website access. VMS enables owner/operators to reduce costs and increase profits by enabling real time access to inventory levels, system status, machine service and daily sales with little to no machine down time. AMP ­ Automated Manufacturing Process: AVT developed AMP for its own internal manufacturing product tracking cycle. AMP tracks and alerts all internal departments on the status of every order status from receipt of PO to shipment off the dock. In 2006 AVT created AVTi MediaTM which allows for an advertising medium to be added to AEMTM cabinets and the Company's next generation vending machines, creating an additional revenue stream for the Company. By incorporating AVTi Media with the AEMTM cabinets, AVT gives consumers the ability to view the media, advertising or hotel messaging while they make their selections and have their food cooked AVTi Media can generate advertising revenue for owners and operators in many settings, for example, conference rooms, hotel lobbies, airport terminals, restaurants, car rental outlets and surgery center waiting rooms. By having vending machines in prominent locations within major companies, AVT "owns" the valuable space that can be used to generate advertising revenue through the Digital TV Message Board or (DTVMB) technology. AVTi MediaTM will expand its advertising of services, products and companies though multi-location AEMTM cabinets and vending machines. The proprietary software with VMSTM and touch screen payment capabilities will be bundled together and sold within or sold separately. (See Appendix D for additional information on AVTi Media.) AVT through an exclusive licensing agreement with Nanotech has developed patent-pending technology that provides for two-way remote management of vending machines and vending operations. AVT's Vending Management System software allows for the management of machine inventory, repairs, collections and advertising through remote access. VMSTM enables owner/operators to reduce costs and increase profits by enabling real time access to inventory levels, system status, machine service and daily receivables with little to no machine down time.

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Automated Express Market

In 2005 AVT created Automated Express Market (AEMTM). AEM is a Controlled Access Cabinet system. These custom built wood cabinets are designated expressly for use in hotels and inns that offer limited food and beverage service. The cabinets dispense more than seventy-two selections including snacks, hot meals, ice cream, alcoholic and non-alcoholic beverages as well as personal amenities such as sunscreen, toothpaste, and brushes. The AEMTM gives the hotel's customers the convenience of billing directly to their room through touch screen pin technology so they do not have to carry cash or coin to make purchases. The system automatically posts the charge to the guest's account by utilizing touch screen vending (TSVTM) and multi-payment capabilities. AEMTM cabinets have multiple payment options built in that include touch screen payment technology, credit/debit acceptors and smart card readers. AVT holds important, exclusive rights to distribute the AEMTM cabinet. The Company is currently exploring opportunities with many limited service hotel chains in the U.S., a market that totals more than 50,000 establishments.

Vending Management SystemTM (VMS)

The company's technology provides for viewing of item information for each machine to help plan for daily replenishment; sales statistics and reports of item movement for each machine, and fast alerts of defects to operators as well as defect history for each machine. This technology significantly increases operational efficiency of vending operations and helps to prevent inventory shrinkage and skimming, both major control issues in the vending industry. AVT's VMSTM offering is being developed under exclusive agreement with Nanotech. The VMSTM products are designed for sale bundled inside the Company's vending machines to independent operators and distributors as well as for the Company's internal use. Importantly, VMSTM capability will be offered as an integrated feature of the hot food and refrigerated vending machines developed and distributed under the agreement with SWI and AUCMA. A key differentiator relative to the offerings of established players in the vending machine management space is that the VMSTM solution will work via 2-way wireless web access and be substantially less expensive to own and operate.

ASPIRE TO NEXT GENERATION CONVENIENCE FOOD SERVICE

CONTROL YOUR NETWORK OF VENDING MACHINES AROUND THE WORLD DIRECTLY FROM YOUR PERSONAL COMPUTER

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Vending Machine Manufacturing, Sales and Placements Vend Sensing System

AVT has developed and patented a Vend Sensing System (VSS) product to provide a surefire solution for detecting all vended items. The VSS was developed specifically to detect that a vending type of product has dropped from one of the dispensing columns directly above the sensing system and has fallen into the customer delivery bin at the base of the vending system. The VSS is coupled directly with the vending system control electronics in such that the VSS circuitry is disabled until the vending system control electronics has received payment. Once payment has been received and the vending system starts the dispensing process, the control electronics enables the VSS circuitry to detect product which has been dispensed and has dropped into the delivery bin below. During this sensing period, the VSS circuitry is only enabled for the empirical time period it takes to detect any one of the vendible products to fall into the delivery bin. During the sensing period of time, the VSS circuitry uses an auto-calibrated ultrasonic beam to detect if an object of just about any size, form or shape (designed for detection of any object that can be vended) has fallen into the detectable space of the customer product delivery bin. If an object (vended product) enters the detectable vending space, the VSS circuitry detects the object and in turn sends a "detected" signal to the Control Electronics. Likewise, if the VSS circuitry does not detect an object has entered the customer delivery bin space within the allotted empirical time frame, the VSS circuitry returns a command signal to the control electronics that a "no vend object detected". It is the control electronics responsibility to determine the next appropriate action to take. This invention for product detection provides many distinct and exciting advantages over conventional detection. First and foremost, the VSS is calibrated to "look" across the entire cross-sectional area of the delivery bin. This is a primary advantage over the conventional light beam detection method. The detection system is compatible in cost to that of traditional vending detection systems. The "self calibration mode allows the system to be able to retrofit into other vending systems with minimal modification needed. VEND SENSOR SYSTEM

"DROP SENSING" TECHNOLOGY "LOOKS" INTO 3D BIN SPACE

AVT currently manufactures next generation refrigerated and high capacity snack machines. The machines have been designed to meet AVT's performance specifications. These next generation machines have given AVT the ability to minimize costs traditionally associated with purchasing new equipment and therefore the Company has greatly reduced the time it takes to become profitable with both machine manufacturing and machine placements. The manufacturing of our own equipment also allows AVT to incorporate its technology into the machines during at the time of production, technologies such as the VMSTM system, thus reducing the cost associated with retrofitting these units. AVT is also selling these machines directly to vending operators in the United States. AVT is the only manufacturing entity with this capability in the vending industry, giving it a tremendous head start on the rest of the field. Major competitive advantages of the AVT next generation machine are their dramatically lower cost and their ability to plug into 110VAC power outlets. As an operator, AVT's experience is that the unit price of a machine and sometimes the required 220VAC circuits for the units represent major constraints to growth of a vending company. AVT's next generation offering will cut machine acquisition cost by greater than 50% and eliminate expensive power outlet upgrades for establishments and operators increasing the placement and sales opportunities. Through the design and manufacturing of vending machines using new technologies, AVT has become a vendor of equipment for the entire gamete of food items. With capabilities to produce machines that are far less expensive and less demanding of power and space than the traditional market standard, AVT has the opportunity to grow the mainstream as well as specialty segment of vending machine manufacturing and operations to become a major equipment provider to other distributors, all without a heavy capital investment. The specific technology and devices underlying this development are protected by patents pending and can be disclosed to interested parties under appropriate confidentiality agreements.

Development Pipeline

The following is a list of AVT launched initiatives developed and discussed in the previous section. Automated Express Market (AEM): Q1 - 2008 Vending Machine Sales & Placements: Q1 - 2007 Media Advertising: Q1 - 2008 Vending Management System (VMSTM): Q2 - 2007

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100% GUARANTEED VEND

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Strategic Positioning Market Information

The Vending Times Census of the Industry 2004 reports a $42 billion domestic market. This figure represents the revenues generated by vending owners/operators and excludes office coffee and manual food service. Manual food service represents an additional $10 billion in annual demand for convenience food. Exhibit 3 shows the revenue breakdown by product category. Vended Food Products, which include refrigerated, frozen, can/bowl pack, and other meal items represents a $3.1 billion segment. While data on vended frozen foods is not stated specifically, industry sources including Vending Times and The Automatic Merchandiser Magazine concur that frozen food is a growth category while fresh foods are declining. Frozen food machines include ice cream machines as well as frozen entree machines that require an adjacent microwave oven to heat the item. According to the Vending Times, there are an estimated 1.4 million vending locations in the United States alone in locations that include manufacturing plants and factories, offices, government buildings, schools/colleges, hospitals and other public locations. These are served by approximately 9,000 operators involved in cold drink, snack and food vending industry in the U.S. This represents the market for AVT's offerings including next generation refrigerated vending machines, VMSTM remote management systems, and media advertising In terms of potential demand for the AEMTM product line, there are currently 52,000 hotels in the United States and 300,000 worldwide according to the American Hotel & Lodging Association (www. ahma.com). An industry source estimates that there are approximately 6,000 business-oriented hotels with more than 150 rooms, and approximately 14,000 hotels with 75 to 150 rooms. The growth rate for the overall market is 5% annually. In a Vending Times On-Line Article dated 12/7/2005, the author states that "today's technology not only can get the driver in and out of each stop more rapidly; it also provides a means to redefine a route so more machines can be serviced from one truck. At present, Lewis (author) said, 90% of the vending industry continues to use `calendar' scheduling, with locations slated for visits on a regular frequency (twice a week, for example). If carefully designed, frequently reviewed and revised when necessary, this can work adequately for locations with predictable populations; its defects are most evident in sites where the traffic varies randomly from day to day." The article concludes that "there are many options for the remote monitoring that enables "dynamic" scheduling." In the simplest, machines are polled once a day, usually during off hours. The most sophisticated system allows real-time observation of machine activity. In most cases, the cellular telephone network can be used to link machines, equipped to transmit cellular packet data, to the central computer; other network options are available. The starting-point for the operator is to set performance objectives ­ the most important one is arranging for fewer visits with no increase in out-of-stock conditions ­ and then design a system to attain them. This is what VMSTM is designed for. Management believes that the Company is well positioned relative for profitable growth. Although the industries AVT operates in are established, the technologies it is providing are new and emerging. While there are a number of companies providing certain aspects of AVT's offerings, the Company is aware of no competitors offering an end-to-end solution similar to its suite of products and services. AVT does expect increasing competition in the future, and to be successful the Company will offer the highest quality products and services, and maintain the following advantages over its competitors.

Unique Product Offerings

AVT's vending solutions for multi-media, remote management, and hotel concessions are unique in the marketplace. AVT is also one the only vending machine manufacturer and route operator in the industry.

Relationships and Best-In-Class Alliances

AVT has established strategic alliances with leading providers in its industry including but not limited to Pepsi, Coca-Cola, Kraft Foods, Otis Spunkmeyr and 5 Hour Energy. These alliances are designed to extend the Company's reach and enable rapid growth.

Diverse Customer Base

AVT currently serves a large number of customers and will continue to do so as it grows. While there are a few major vending machine operators and manufacturers, the industry is still relatively fragmented. Since the need for AVT's solutions are not limited to either small or large operators, management believes our offerings will be well received industry wide.

Management and Organization

AVT was established by a small team of very dedicated industry specialists who support both current operations and business development activities. This section describes the Company's organization and management.

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James Winsor ­ Chief Executive Officer

As CEO of technical direction and manufacturing operations, Mr. Winsor has the goal of establishing AVT as the leading automated vending company in the vending industry. Mr. Winsor directs AVT's technology with the focus and concentration on R & D. This direction includes design and integration of inventive propriety technology into all of AVT products to maintain the high degree of technology that is the foundation of AVT's products. Having over 20 years of experience in manufacturing, project management and engineering, Mr. Winsor brings a wealth of business knowledge and product development to AVT. He has spent the last 10 years specifically in the Self Service Industry working directly with companies such as United Airlines, Coinstar, Multimedia Games, Boston Scientific and Chase Manhattan Bank. Mr. Winsor earned a Bachelor of Science degree at California State Polytechnic University, Pomona.

Management Team

The AVT management team consists of executives who have a proven track record in the both the vending industry with AVT as well as the health and fitness, hospitality and Fortune 500 organizations. AVT's management team includes: Secretary/Treasurer, Natalie Russell Chief Engineering Officer, James Winsor VP Manufacturing and Product Development, John R. Caufield CFO, Michael Ator National Sales Director, Tommy Buzbee Marketing Director, Teresa Papac Information Technology Engineer, Isaac Bills Lead Software Engineer, Matthew Beaven Corporate Counsel, Phillip E. Koehnke

John R. Caufield ­ VP Manufacturing and Product Development

Mr. Caufield has 15 years of Vending Machine manufacturing and distribution experience. He has been instrumental in expanding AVT's distributor base by utilizing his diverse industry knowledge. Before joining AVT, Mr. Caufield spent over 30 years in the furniture sales and distribution field where he imported and exported millions of dollars worth of product from all over the globe. His expertise will be a key factor in development of the company's next generation vending machines while supporting all business development channels.

Management Team Biographies

Natalie Russell ­ Secretary / Treasurer

Natalie Russell joined AVT in 2001 as corporate secretary and office manager, bringing over 15 years of accounting and business operations experience. Prior to AVT she was general office manager and accounting manager at Thompson Building Materials. She was responsible for the overall company's finance, administration, and payroll for over 150 employees. Natalie also has assisted in raising over 5 million dollars for Nu Gas Technologies in the private venture capital realm. Natalie holds a BS in Business Management at the American International University of CA. Natalie holds management responsibilities for the company's finance, administration, and business functions. Her responsibilities include Finance & Treasury, Planning & Expense Management, Quarterly Corporate Taxes, Audit Preparation, Business Operations, Financial Management and Investor Relations.

Michael Ator ­ CFO

Michael Ator is a key component to AVT's management team and well equipped to handle all the necessary accounting and financial duties as AVT's CFO. In his capacity at AVT, Mr. Ator has the prime responsibility of gathering and analyzing company financial and operational information for the purpose of establishing controls and providing guidance and advice to AVT's president and board of directors. Michael has over 20 years of accounting and financial experience working for numerous micro-cap companies. This experience also includes investment banking, shareholder relations, due-diligence, company financial reports, taxes and controls. Michael has earned a Bachelor of Science Degree in Accounting and presently working on his MBA expecting completion in October 2007.

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Matthew Beavan ­ Lead Software Engineer Tommy Buzbee ­ National Sales Director

Joining AVT in June of 2005, Mr. Buzbee is primarily responsible for implementing and directing all sales and marketing efforts at AVT. This includes initializing and developing business relationships, distribution channels and internal strategies to meet and exceed AVT's aggressive goals and milestones. Tommy has been developing and implementing strategic sales plans and marketing companies products for the past 15 years. Tommy's tenure and background in this industry has enabled him to establish a vast network of major corporations and businesses allowing him first hand contact with key decisions makers. Tommy has a Bachelor's Degree in Sales & Marketing from Cal State Polly Pomona. Mathew is positioned as AVT's lead software programmer, he is directly responsible for developing, updating and maintaining all internal software and firmware applications including AVT's flagship Digital Signage and Touch Screen Vending programs. His exceptional knowledge and experience ensure all software projects are develop and tested to meet specific objectives as set for the by AVT's aggressive technical pursuit. In direct collaboration with AVT's CEO, Mr. Beavan endeavors to select and finalize all current and future software features and hardware. Mr. Beavan graduated from DeVry University Pomona, CA with a Bachelor of Computer Information Systems.

Phillip E. Koehnke ­ Corporate Counsel

Mr. Koehnke is AVT's corporate counsel having the primary responsibility for all of AVT's corporate and securities matters. Phillip is responsible for all of AVT's corporate documents and agreements while providing assistance and guidance for AVT's public reporting and compliance requirements. Over the past fifteen years, Phillip has focused on business law and corporate finance though assisting numerous companies in the transition from private to publicly traded companies. Mr. Koehnke earned a Bachelor of Science Degree in law from Colorado State University and his Jurist Doctorate from the University of Washington School of Law. Mr. Koehnke is licensed to practice law in the state of California and Colorado.

Teresa Papac ­ Marketing Director

Teresa Papac brings a wealth of knowledge, experience and marketing direction to AVT. As the director of AVT marketing, Teresa formulates and executes direct marketing efforts and campaigns that are designed to meet and position AVT products and services within the vending and kiosk markets according to AVT's strategic business model and plan. Through previous years of experience, Teresa has been and integral part of operations for companies such as the Broadway, May Company, SWAT Inc. and Interior Design Center, Inc. of Pomona California. Teresa's educational background and exposure to this industry has enabled her to play a key roll in marketing AVT as the leading technology based company in the vending industry. Teresa earned a Bachelor's Degree in Consumer Science and Marketing minor from California State Polytechnic University, Pomona California.

Organization

Automated Vending Technology, Inc. has grown through a combination of innovation and a lean, no nonsense management style to generate very high levels of customer satisfaction and sales. The Company intends to continue in this way and to create a working climate conducive to a high degree of personal development and satisfaction for employees. Strategies and tactics to achieve these goals include a high degree of attention on hiring team-oriented professionals, professional human resource management, and weekly staff meetings to discuss ideas, suggestions, and operations. The Company will conduct annual motivational seminars and develop employee recognition programs. As the business grows, the Company will offer an employee benefit package to include health, dental, vision and vacation benefits. While starting with a very lean management structure as outlined in the previous section, AVT has identified a future organization model based on functional roles in operations, sales / marketing, and business development along with professional leadership in the areas of human resources, financial management, and information technology. AVT will be organized and managed in a creative, innovative fashion to generate very high levels of customer satisfaction and sales. It will create a working climate conducive to a high degree of personal development and satisfaction for employees. A policy manual will be developed and implemented. Job descriptions will be developed to identify necessary competencies and skill sets. Team oriented professionals with common goals will be hired.

Isaac Bills ­ Information Technology Engineer

At AVT, Isaac directs, develops and maintains the flow and operations of AVT's Information Technology Department. This includes design and management of AVT`s VPN (Virtual Private Network) and enterprise servers used for continuous communications to AVT's network of vending systems equipped with integrated technology and digital signage. Included in his direction, Isaac administers and oversees the integration on all of AVT's vending and product dispensing systems which includes the integration and installation of all of AVT's propriety and patent pending technology products. Isaac has a detailed history and experience in information technology having over 8 years as a direct Information Technology and Internet Specialist. Isaac has also gained industry and technical experience while working on projects which includes use and configuration of Cisco, Symbol and Huron Systems while working for companies such as Textron Marine and Land systems and Southwest Systems Engineering Corporation. Mr. Bills earned BICSI and TATS certificates of completion while in the united States Army. Mr. Bills is a true asset and advantage to AVT's technical staff.

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Trademarks and Patented Technology

Docket Number 63635-224513

Multimedia System, Method for Controlling Vending Machines

Invented Technology Overview: Conventional control of vending systems is typically done by using a system control board consisting of a PWB (printed circuit board) and a microcontroller supported by a group of discrete electronic components. These system components are used to control the various system functions of a vending machine i.e. spinning of auger motors, control of bill and coin acceptors, LED display feed back etc. AVT's invention of Touch Screen Vending or TSV has redefined the conventional method of vending machine control. TSV empowers the use of a multimedia PC and a color touch LCD display to virtually control the complete operation of the vending machine. The PC stores a data base software program of all desired products to vend with an associated color digital image of each item. A second application program displays the color image of the intended items to vend in the exact format as seen through the glass front of the vending machine. The PC also controls the collection of currency (i.e. bill acceptor, coin acceptor, credit card reader) in place of the vending machines control board. I/O (input/output) ports from the PC are used to interface to the vending machine control board and all aspects of operation of the vending machine is under complete control by a multimedia PC coupled with the touch screen LCD. This invention for the control of vending machines provides many distinct and exciting advantages over conventional control such as the universal language of using a touch display to select desired products to vend in place of an alphanumeric keypad. The system can generate virtually any type of report to combat money or product shrinkage while providing exact control of inventory. The LCD provides a means of generating additional revenue through advertising displayed products or other services while the system in idle mode.

Trademarks and Patented Technology

Multimedia System, Method For Controlling Vending Machines

(use all of these) Docket Number 63635-224513

Invented Technology Overview: Conventional control of vending systems is typically done by using a system control board consisting of a PWB (printed circuit board) and a microcontroller supported by a group of discrete electronic components. These system components are used to control the various system functions of a vending machine i.e. spinning of auger motors, control of bill and coin acceptors, LED display feed back etc. AVT's invention of Touch Screen Vending or TSV has redefined the conventional method of vending machine control. TSV empowers the use of a multimedia PC and a color touch LCD display to virtually control the complete operation of the vending machine. The PC stores a data base software program of all desired products to vend with an associated color digital image of each item. A second application program displays the color image of the intended items to vend in the exact format as seen through the glass front of the vending machine. The PC also controls the collection of currency (i.e. bill acceptor, coin acceptor, credit card reader) in place of the vending machines control board. I/O (input/output) ports from the PC are used to interface to the vending machine control board and all aspects of operation of the vending machine is under complete control by a multimedia PC coupled with the touch screen LCD. This invention for the control of vending machines provides many distinct and exciting advantages over conventional control such as the universal language of using a touch display to select desired products to vend in place of an alphanumeric keypad. The system can generate virtually any type of report to combat money or product shrinkage while providing exact control of inventory. The LCD provides a means of generating additional revenue through advertising displayed products or other services while the system in idle mode.

Wireless Management of Remote Vending

Docket Number 63635-224514 Invented Technology Overview: Conventional methods for managing the inventory of vending machine product, price selection and for checking the daily sales numbers are typically performed by a route driver who manual checks the vending machine on a frequent basis by driving to the vending machine/s location and performing a variety of manual operations which include interrogation of the vending machine's control board. The invention of "Wireless Management of Remote Vending" defined as VMS (Vending Management System) is a method for performing the management on many of the above listed vending machine functions. Information on vending activity is stored in the vending machine's electronic control board which is then wirelessly transmitted out through the VMS module to the Cingular Wireless cell phone network. The information received on Cingular's network is downloaded then transmitted over the internet to one central PC server/s located at AVT. The information stored on AVT's server/s can be accessed via a secure log-in function (user's account) to review and manage any specific vending machine in

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Manufacturing Capabilities

AVT is quickly emerging as a complete innovative developer and manufacture of highly integrated vending systems. Over the past several years, AVT has assembled an integral team of experienced engineers and qualified technicians to develop vending solutions comprised of original and inventive technology and integrating this technology into a line of sophisticated self service products. AVT engineers use creative tools such as "Solid Works" to develop and generate CAD drawings used by our local manufacturing partners as well as our OEM manufacture in China to produce our state of the art vending systems components which are shipped to our 30 thousand square foot facility in Corona California for integration, assembly, final testing and deployment. A multitude of electrical and software tools are also used to create AVT's proprietary control boards, sensors, and firmware used by all AVT branded product. Coupled with its in-house engineering and development team, AVT has continued it aggressive business development by producing several related technology base products such as Kiosk Systems, Inventory Control Software, Credit Card/Debit Card Processing, Vending Control and Sensing Hardware are among a few.

the network (which has been equipped with a VMS module). The flow of VMS information and data is a bi-directional operation. Users can also upload data, changes and control function out from their secure account to any of the vending machines in their specific network. VMS was designed to be a low cost solution with high tech performance. Vending route operators with as little as one or and many as one hundred (or more) vending systems in the field and equipped with VMS can now remotely and effectively control and managed their vending operations from a single PC located at the home office. Remote VMS management controls money and product shrinkage, manages inventory by letting the vending operator know exactly what has sold and what needs to be replaced and monitors and transmits systems critical information such as machine temperature, system errors and failure modes and alerting the vending operator instantly for expeditious disposition on any vending system in the field equipped with a VMS telemetry module.

Vending Management System

The Vending Management System (VMS) with custom software will allows for the remote management of machine inventory, repairs, collections, and advertising through remote online web access. Cutting cost and increasing profits by enabling the owner/operator real-time access to inventory levels, system status, machine services and daily receivables with little to no machine down time. AVT's technology provides for the viewing of item information for each machine to help plan for daily replenishment, sales statistics and reports of item movement for each machine, and fast alerts of defects to operators as well as defect history for each machine. This technology significantly increases operational efficiency of vending operations and helps to prevent inventory shrinkage and skimming (both major control issues in the vending industry.) AVT's VMS offering is being developed under agreement with independent software and device developers. The VMS products are designed for sale to independent operators as well as for AVT's internal use. More importantly, VMS capabilities will be offered as an integrated feature of the hot food and refrigerated vending machines developed and distributed under the agreement with AUCMA. A key differentiator relative to the offerings of established players in the vending machine management space is that the VMS solution will work via wireless web access and be substantially less expensive to own and operate.

RAM4000

We asked the question "how can we run our vending routes more efficiently?" So, we entered the manufacturing arena by expanding our engineering team in Corona California and by signing an exclusive OEM distribution agreement with a vending machine manufacturer based in China. This manufacture works with AVTi in a collaborative effort to create our refrigerated snack/ beverage combo machines and develop our next generation machines and integrate our next generation technologies. · Through extensive research and development; The RAM 4000 was born.In addition to the RAM 4000, we started to create proprietary technologies that would directly integrate into the machine at the manufacturing level. These technologies are the building blocks for the future of vending technology within the industry. Vend 4 ROWS of food, beverage, snack and candy or any combination thereof with the new temperature controlled RAM4000. RAM4000 is ideal for smaller populated vending accounts, OCS locations and the school segment. Manage the RAM4000 from the convenience of your office or home thanks to our state of the art VMS ­ Vending Message System! Our optional Multi-Pay system allows your machine to accept Cash, ATM, and Credit Cards ultimately increasing your bottom line.

·

· ·

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Quality Assurance

Quality products and assurance takes precedence at AVT. Quality starts at the concept stage at AVT's corporate facility and is traverse from our local suppliers through to our ISO 9000 manufacturing partner in China.

RAM5000

With the successful launch of the RAM4000 AVT saw a need in the industry for a higher capacity non refrigerated snack machine. AVT answered the call developing our 5 five wide 6 row high capacity snack machine called the RAM5000. · Vend 5 ROWS of non-refrigerated snack and candy or any combination thereof. RAM5000 is ideal for smaller populated vending accounts needing a high capacity vending machine, OCS locations and the school segment. Manage the RAM5000 from the convenience of your office or home thanks to our state of the art VMS ­ Vending Message System! Like the RAM4000, our optional Multi-Pay system allows your machine to accept Cash, ATM, and Credit Cards ultimately increasing your bottom line.

Every AVT product shipped or deployed is 100% QA tested and checked prior to leaving the dock. A copy of the QA check and test report ships with every RAM Vending System providing AVT customers a high level of certainty they have received a quality product. AVT in-house engineers, software programmers and technicians work together to aggressively meet and exceed the goals of AVT by producing high quality products integrated with AVT's custom technology. AVT's experienced and trained technicians provide customer service and support 24 hours a day seven days a week!

· ·

AVTi Media

In 2005 AVTi Media was formed. AVTi Media adds an advertising medium option to AEM cabinets and AVT's next generation vending machines, creating an additional revenue stream. Incorporating AVTi Media with the AEM cabinets, AVTi gives the consumers the ability to view the media, advertising, or hotel messaging while they make their selections at the AEM cabinet. AVTi Media can generate advertising revenue for owners and operators in many settings. Our target market are surgery centers, health clubs, dentist offices, retail sites, and any organization that has a high-traffic, captive audience that is striving to enhance the experience of their customers. This advertising medium today is supplied independently by the multiple service providers involved and is not coordinated through a single source. To achieve end-to-end visibility, a provider must undertake a massive data integration project with each service provider, or outsource the entire effort to a larger media company. Of the total projected market of over 3,000 Digital TV Message Boards (DTVMB) in 2006, our efforts will be focused on those companies that wish to be cutting-edge in the technological arena. We estimate that approximately 30% of the total above mentioned markets would fall within this criterion, equating to over 9,000 DTVMB units placed. Our security focus will be directed to those companies seeking to improve the time their customers spend in their facility, while providing an invaluable service to their licensed product placement partners.

Kiosk Systems

AVT has incorporated a line of computer and technology based kiosk and systems. These kiosks will be deployed in conjunction with our line of RAM vending systems as well as being sold as self service or control center kiosks systems. All kiosks have the ability to be fitted with digital signage which runs AVT Media software products.

Fabrication / Assembly

AVT operates its primary fabrication and assembly based in Corona California. Local manufacturing includes approximately 10,000 sq/ft of sheet metal fabrication and 15,000 sq/ft of assembly. In-house Fabrication Capabilities Sheet Metal Forming Welding NC Punching Spot Welding Machining Fab Win (Fabrication Programming Software) In-House Assembly Capabilities Line Assembly System Integration QC Testing Silk Screening Operational Testing

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AVT Inc. ~ 3-Year Forecast 2008-2010

With less that 1% of this medium being utilized today, the opportunity for success implementation of the DTVMB has created unknown business opportunities for a multi-use medium device such as ours. AVTi Media's proposed network of high traffic health clubs generates close to about 50 million member workouts monthly (Nielsen audited): ensuring a minimum of nearly 20 million gross impressions for DTVMB's network of advertisers and marketers alone. AVTi Media is the manufacturer, distributor, and provides servicing of this new technology. We serve our clients as a trusted ally, providing them with the loyalty of a business partner and the economics of an outside vendor. We make sure that our clients have what they need to run our technology as well as possible, with maximum efficiency and reliability. Many of our information applications are mission critical, so we give our clients the assurance that we will be there when they need us. We have targeted the digital media advertising market for several reasons. As a subsidiary company within a $130 billion dollar industry, it offers significant growth potential with customers we already have a business relationship with. The annual growth of our business units are projected over 200% for the next four years. In the next five years, DTVMB's are set to experience rapid growth, with AVT's market share expected to reach in excess of 20 million in 2006 and over 80 million by 2009. AVTi Media will have the exposure necessary to penetrate and successfully lead in the captive audience media advertising arena. It's a pleasure to introduce the newest digital signage software, the Digital TV Message Board (DTVMB), software that can be utilized for many market applications such as advertising, message boards and menu board displays. Having the capability to display single or multiple windows of media screens including a "line" TV feed from cable or dish receiver/tuner the DTVBM offers the most versatile and flexible remote media manager in the market. The DTVMB is unique in the market for presenting real time TV/Video and messages on a split screen LCD display with audio. The DTVMB is great for welcoming visitors, entertaining employees in lunch rooms, special events or announcements, property features and services, virtual walkthroughs, providing instructions for fire/emergency exits and many other information or announcements that might be required. The TV channel displayed is controlled from a standard cable or satellite receiver/tuner and managed by the local administrator. The messages that are displayed besides the TV can be video 25

NOTES:

1. Spread sheet estimates AVT's gross sales, AVTi Media Network ad income and income from placed systems in AVT's vending operations. 2. AVTi Media systems and network development are a key component to AVT's growth. 3. Jalapeños is a restaurant. The forecast is based on 12 months of gross income average for each month for 1 or 2 locations.

...continued from pg.25

files (mpeg), animation (flash), images (jpeg) or text with a background image. The messages are prepared and entered via the Admin Media Manager, which can be located locally or remotely via the internet. In addition to displaying TV and massages, the DTVMB has media override features that provides for the scheduling of various override messages in the form of video, animation, images or text. The override scheduler enables the scheduling of events or announcements days, weeks, or months in advance. Great for resorts, hotels, fitness centers, major corporations, hospitals, lunchrooms, lobbies, and many other locations, the large LCD-Plasma displays have become an integral part of the information age. In additions to having large flat display areas and slim line designs, they also support a feature that TV's do not: computer generated graphics support. You can now multipurpose the TV as a media message board and more. The new large screen formats have such large displays areas that there is room on a large screen not only for TT] but a host of other information that was never possible before or was incredible expensive.

...continued on pg.26

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Advisory Notice

This is a business plan. It does not imply an offering of securities. This business plan is intended solely for informational purposes to assist you with a due diligence investigation of this project. The information contained herein is believed to be reliable, but the management team makes no representations or warranties with respect to this information. The financial projections that are part of this plan represent estimates based on extensive research and on assumptions considered reasonable, but they are of course not guaranteed. The contents of this plan are confidential and are not to be reproduced without express written consent. This Business Plan contains forward-looking statements that involve risk and uncertainties, including, but not limited to, trends in vending and future performance based marketing. The statements should and shall not be considered as indication of future performance. Important factors that could cause actual results to differ materially from those expressed or implied in the forward-looking statements are detailed under "risk factors" issued in the Company's memorandum and elsewhere in filings with the Securities and Exchange Commission made from time to time by AVT and its affiliates. Other factors that could cause actual results to differ materially from those expressed or implied in the forward-looking statements include, but are not limited to, the risk that market demand for full service vending will not grow as rapidly as predicted. Other important factors that could cause the Company's actual results to differ materially from those projected, include, for example (i) the ability of the Company to generate sufficient sales resulting in operating profits, or to sell products at a profit, (ii) the ability of the Company to raise funds in the future through sales of securities, (iii) whether the Company is able to enter into binding agreements with third parties to assist in product and service development, (iv) the ability of the Company to commercialize and gain market acceptance for its developmental products including the AUCMA built vending machines, branded food products, AEMTM and VMSTM (v) the ability of the Company to compete with its competitors to obtain market share, (vi) the ability of the Company to obtain sufficient funds through operations or otherwise to repay its debt obligations, or to fund development and marketing of its products, (vii) the ability of the Company to obtain approval of its pending patent applications, (viii) the ability of the Company to satisfy its trade obligations included in accounts payable and accrued liabilities, or (ix) the ability of the Company to predict or estimate its future quarterly or annual revenues given the developing and unpredictable market for its products and the lack of established revenues. Although the Company believes that the forward looking statements contained herein are reasonable, it can give no assurance that the Company's expectations will be met. AVT and its affiliates undertake no obligation to release publicly any revisions to any forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. 27

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