UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q
                                   (Mark One)

    [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
                                   ACT OF 1934

                      FOR THE QUARTER ENDED MARCH 31, 2006.

       [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE EXCHANGE ACT

                         COMMISSION FILE NUMBER 33-42498

                             AVENTURA HOLDINGS, INC.

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


             Florida                                           65-0254624
  (State or other jurisdiction                               (IRS Employer
of incorporation or organization)                          Identification No.)



           2650 Biscayne Boulevard, First Floor, Miami, Florida 33137
                    (Address of principal executive offices)

                                 (305) 937-2000
                           (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 [ ]

The number of shares of common stock outstanding as of May 10, 2006 was
2,643,443,527.

Transitional Small Business Disclosure Format (check one): Yes [ ] No [X]

                                        1
<PAGE>

AVENTURA HOLDINGS, INC.  F/K/A SUN NETWORK GROUP, INC.

                                      Index

                                                                           Page
                                                                          Number

PART I.    FINANCIAL INFORMATION                                             3

Item 1.    Financial statements                                              3

           Balance Sheet as of March 31, 2006 (unaudited)                    3

           Statements of Operations for the three months ended
           March 31, 2006, from January 1, 2005 through March 15, 2005
           and from March 16, 2005 through March 31, 2005 (unaudited)        4

           Statements of Cash Flows for the
           three months ended March 31, 2006 and 2005 (unaudited)            5

           Statement of Changes in Net Assets as of
           March 31, 2006 (unaudited)                                        6

           Schedule of Investments as of March 31, 2006 (unaudited)          7

           Schedule of Financial Highlights for the three months ended
           March 31, 2006 (unaudited)                                        8

           Notes to Financial Statements (unaudited)                         9

Item 2.    Management's Discussion and Analysis or Plan of Operations       14

Item 3.    Controls and Procedures                                          21

PART II.   OTHER INFORMATION                                                23

Item 1.    Legal Proceedings                                                23

Item 2.    Unregistered Sales of Equity Securities and Use of Proceeds      23

Item 3.    Defaults Upon Senior Securities                                  24

Item 4.    Submission of Matters to a Vote of Security Holders              24

Item 5.    Other Information                                                24

Item 6.    Exhibits                                                         25

SIGNATURES                                                                  25

CERTIFICATIONS                                                              25

                                        2
<PAGE>

                          PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

             AVENTURA HOLDINGS, INC.  F/K/A SUN NETWORK GROUP, INC.
                                  BALANCE SHEET
                                 MARCH 31, 2006
<TABLE>
<CAPTION>
<S>                                                                     <C>
                                                                         (unaudited)
 ASSETS:
     Investments in and Advances to Affiliates:
           Majority owned affiliates                                         10,887
           Minority owned other non-controlled affiliates
                                                                                  -
     Total Investments in Affiliates
                                                                             10,887
                                                                        ------------

 TOTAL ASSETS                                                           $    10,887
                                                                        ============

 LIABILITIES & SHAREHOLDERS' EQUITY:
      Current Liabilities:
           Accounts payable                                             $    13,639
                                                                        ------------

      Total Current Liabilities                                              13,639
                                                                        ------------

           Total Liabilities                                                 13,639
                                                                        ------------

      Shareholder Equity:
          Common Stock; $0.001 par value; 5,000,000,000 shares
          authorized; 2,319,657,813 shares issued and outstanding         2,319,658
          Common stock issuable (625,000,000 shares)
                                                                            625,000
          Additional Paid in Capital                                      8,503,498
          Accumulated Deficit                                           (11,450,908)
                                                                        ------------

      Total Shareholders' Equity
                                                                             (2,752)
                                                                        ------------

 TOTAL LIABILITIES & SHAREHOLDERS' EQUITY                               $    10,887
                                                                        ============

      Net Asset Value Per Share (NAV)                                   $     (0.00)
                                                                        ============
<FN>
The accompanying notes are an integral part of these financial statements.
</TABLE>

                                        3
<PAGE>

             AVENTURA HOLDINGS, INC.  F/K/A SUN NETWORK GROUP, INC.
                            STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>

<S>                                                                    <C>           <C>           <C>
                                                                                       POST BDC        ELECTION
                                                                       FOR THE THREE   ELECTION        PRE BDC
                                                                        MONTHS ENDED FROM MARCH 16 FROM JANUARY 1
                                                                          MARCH 31   THRU MARCH 31  THRU MARCH 15
                                                                            2006          2005          2005
                                                                        ------------  ------------  ------------
                                                                         (unaudited)  (unaudited)   (unaudited)
 OPERATING INCOME:
------------------

 REVENUES:

        Operating Revenues                                              $         -   $         -   $     5,000

 EXPENSES:

      Operating Expenses:
       Consulting                                                                 -             -       149,000
       Professional Fees                                                     18,010        18,422         2,729
       General & Administrative Expenses                                      3,941         3,767        34,960
                                                                        ------------  ------------  ------------

      Total Operating Expenses                                               21,951        22,189       186,689
                                                                        ------------  ------------  ------------
      Net Operating Loss                                                    (21,951)      (22,189)     (181,689)

 OTHER INCOME AND (EXPENSES):
       Finance Costs                                                        (21,705)            -             -
       Recovery of bad debt                                                                     -         2,849
                                                                        ------------  ------------  ------------
      Total Other Revenues and (Expenses)                                   (21,705)            -         2,849

 NET LOSS                                                               $   (43,656)  $   (22,189)  $  (178,840)
                                                                        ============  ============  ============

 LOSS PER SHARE:

      Net Loss Per Common Share -
       Basic and Diluted                                                $      (nil)  $      (nil)  $      (nil)
                                                                        ============  ============  ============

      Weighted Common Shares Outstanding -
       Basic and Diluted                                              2,534,657,813   323,657,813   323,657,813
                                                                        ============  ============  ============
<FN>
The accompanying notes are an integral part of these financial statements.
</TABLE>

                                        4
<PAGE>


<TABLE>
<CAPTION>

             AVENTURA HOLDINGS, INC.  F/K/A SUN NETWORK GROUP, INC.
                            STATEMENTS OF CASH FLOWS
<S>                                                                     <C>           <C>
                                                                        FOR THE THREE MONTHS ENDED
                                                                                 MARCH 31
                                                                        --------------------------
                                                                            2006          2005
                                                                        ------------  ------------
                                                                         (unaudited)   (unaudited)
 Cash flows from operating activities:

      Net loss                                                          $   (43,656)  $  (201,029)
      Adjustments to reconcile net loss to net
       cash used in operating activities:

      Amortization of deferred finance costs                                 21,705
       Stock based consulting expense                                             -       147,025

      Increase (decrease) in:
       Accounts payable                                                      (6,715)       (8,238)
                                                                        ------------  ------------

    Net cash used in operating activities                                   (28,666)      (62,242)
                                                                        ------------  ------------

 Cash flows from investing activities:
    Payment of Company expenses by portfolio company                         29,645             -
                                                                        ------------  ------------

 Cash flows from financing activities:

    Proceeds from (payments on) loans from officer                                -        46,500
    Payment on Stock Purchase Agreement                                        (979)            -
                                                                        ------------  ------------

   Net cash provided (used) by financing activities                            (979)       46,500
                                                                        ------------  ------------

   Net decrease in cash                                                           -       (15,742)

    Cash at beginning of period                                                   -        19,852
                                                                        ------------  ------------

    Cash at end of period                                               $         -   $     4,110
                                                                        ============  ============

 Supplemental Disclosure of Cash Flow Information:

 Cash paid during the period for:

      Interest                                                          $         -   $         -
                                                                        ============  ============
      Income Taxes                                                      $         -   $         -
                                                                        ============  ============
<FN>
The accompanying notes are an integral part of these financial statements.
</TABLE>

                                        5
<PAGE>

<TABLE>
<CAPTION>
             AVENTURA HOLDINGS, INC.  F/K/A SUN NETWORK GROUP, INC.
                       STATEMENT OF CHANGES IN NET ASSETS
                                 MARCH 31, 2006

                                                                        (unaudited)
<S>                                                                     <C>
 Decrease in net assets from operations:

      Net operating loss                                                $   (43,656)
                                                                        ------------

      Net decrease in net assets from operations                            (43,656)

      Common stock transactions                                             361,272
                                                                        ------------

      Total increase in net assets                                          317,616

 Net Assets:

      Beginning of Period                                                  (320,368)
                                                                        ------------

      End of Period                                                     $    (2,752)
                                                                        ============
<FN>
The accompanying notes are an integral part of these financial statements
</TABLE>

                                        6
<PAGE>

<TABLE>
<CAPTION>
             .AVENTURA HOLDINGS, INC. F/K/A SUN NETWORK GROUP, INC.
                             SCHEDULE OF INVESTMENTS
                                 MARCH 31, 2006
<S>                              <C>              <C>                <C>                     <C>               <C>
                                                      TITLE OF        PERCENTAGE OF
                                                  SECURITIES HELD     CLASS HELD ON
               PORTFOLIO            PRIMARY            BY THE           A FULLY                 DILUTED             FAIR
                COMPANY            INDUSTRY           COMPANY           BASIS (4)                COST              VALUE
       ------------------------  -------------    ----------------   ---------------         -----------       ------------
 Investments:

      Majority Owned Affiliate (1):

       Radio TV Network, Inc.     Inactive          Common Stock         100%                $        -         $        -

       Aventura Networks, LLC  Telecommunications   Member Units         100%                   882,387             10,887
                                                                                             -----------        -----------

TOTAL MAJORITY OWNED AFFILIATE INVESTMENTS                                                   $  882,387         $   10,887
                                                                                             ===========        ===========

      Minority Owned Other Controlled Affiliate (2):

       Radio X Network, Inc.      Media            Common Stock           50%                $  110,000                  -
                                                                                             -----------        -----------

TOTAL MINORITY OWNED OTHER CONTROLLED AFFILIATE INVESTMENTS                                  $  110,000         $        -
                                                                                             ===========        ===========

      Minority Owned Other Non-Controlled Affiliate (3):

       VoIPBlue.com, Inc.  Telecommunications      Common Stock           10%                   100,000                  -
                                                                                             -----------        -----------

TOTAL MINORITY OWNED OTHER NON-CONTROLLED AFFILIATE INVESTMENTS                              $  100,000         $        -
                                                                                             ===========        ===========

TOTAL INVESTMENTS IN AFFILIATES                                                              $1,092,387         $   10,887
                                                                                             ===========        ===========
<FN>
      (1) Majority owned investments are generally defined under the Investment
Company Act of 1940 as companies in which we own more than 50%
           of the voting securities of the company. If we own 100% of a Company,
it is presented as majority owned.

      (2) Minority owned investments are generally defined under the Investment
Company Act of 1940 as companies in which we own more than 25%
           but less than a majority of the voting securities of the company.

      (3) Other affiliate investments are generally defined under the Investment
Company Act of 1940 as companies in which we own more than 5%
           up to 25% of the voting securities of the company.

      (4) All common stock and member unit investments are in private companies,
non-income producing and restricted at the relevant period end.

The accompanying notes are an integral part of these financial statements
</TABLE>

                                        7
<PAGE>

<TABLE>
<CAPTION>

             AVENTURA HOLDINGS, INC.  F/K/A SUN NETWORK GROUP, INC.
                        SCHEDULE OF FINANCIAL HIGHLIGHTS
                    FOR THE THREE MONTHS ENDED MARCH 31, 2006
                                (unaudited)
<S>                                                                     <C>
Per Share Data:

Net asset value at beginning of period (a)                              $     (0.00)

Net operating income (losses) before investment gains and losses (b)          (0.00)
Net realized gains (losses) on investments (b)                                    -
Net unrealized gains (losses) on investments (b)                                  -

Net increase (decrease) in shareholders' equity from net income (loss)        (0.00)
                                                                        ------------

Dividends declared                                                                -
                                                                        ------------
Net increase (decrease) in stockholders equity resulting from dividends           -
                                                                        ------------

Issuance of shares                                                             0.00
                                                                        ------------

Net increase (decrease) in stockholders equity relating to share issuances     0.00
                                                                        ------------

Net asset value at end of period (a)                                    $     (0.00)
                                                                        ============

Per share market value at end of period                                 $    0.0025
Total return (c)                                                            -99.14%
Shares outstanding at end of period                                   2,944,657,813

Ratio/Supplemental Data:
Net assets at end of period                                             $    (2,752)
Ratio of operating expenses to average net assets (annualized)             -797.64%
Ratio of net operating income to average net assets (annualized)            797.64%
<FN>
(a) Based on total shares outstanding.
(b) Based on weighted average shares outstanding.
(c)Total return equals the change in the ending net asset value over the
beginning of period net asset value divided by the beginning net asset value.
(d)Total return is based on the net return from operations and net increase
(decrease) from common stock transactions - for further information see the
Statement of Changes in Net Assets.
(e) All per share amounts are rounded to two decimal places.

The accompanying notes are an integral part of these financial statements
</TABLE>

                                        8
<PAGE>

              AVENTURA HOLDINGS, INC. F/K/A SUN NETWORK GROUP, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                   (UNAUDITED)

NOTE  1  -  NATURE  OF  ORGANIZATION

On March 15, 2005, Aventura Holdings, Inc. (the "Company") filed form N-54A with
the  Securities  and  Exchange Commission (SEC) to become a Business Development
Company  ("BDC")  pursuant  to  Section 54 of the Investment Company Act of 1940
(the  "1940  Act").  As  a result, the Company operates as an investment holding
company  and  has acquired investments designed to build an investment portfolio
to  enhance  the  Company's  shareholder value. (See the following section for a
broader  discussion  of  the  operating  environment  of  BDCs.  See  also "Risk
Factors.") As a BDC, the Company is, in effect, a publicly traded private equity
fund,  where stockholders provide capital in a regulated environment for private
investment  in  a  pool of short and long-term investments. Congressional intent
behind  the  creation  of  BDCs  was  to encourage the flow of public capital to
private  and  smaller  public  companies.

The Company concentrated its investment strategies in the telephony sector based
upon  experience  and exposure to opportunities but plans to expand acquisitions
and  investments  to  other  lines  of business and industry to enhance value to
stockholders  through  capital  appreciation  and  payments  of dividends to the
Company  by  its  portfolio  investments.

BDC  regulation  was created in 1980 by Congress to encourage the flow of public
equity  capital  to small businesses in the United States. BDCs, like all mutual
funds  and  closed-end  funds,  are regulated under the 1940 Act. BDCs report to
stockholders like traditional operating companies and file regular quarterly and
annual reports with the Securities and Exchange Commission. BDCs are required to
make  available  significant managerial assistance to their portfolio companies.

On April 24, 2006 the Company filed an information statement (Form 14C) with the
Securities  and  Exchange  Commission  and  our controlling shareholder voted to
withdraw  our  BDC  election.  The  Company  will  file  a  Form  14C Definitive
Information  Statement on or about May 15, 2006 then file a Form N-54C notifying
the  Securities  and  Exchange  Commission  that,  pursuant to the provisions of
Section  54(c),  we  are  withdrawing  our election to be subject to Sections 55
through  65  of  the Investment Company Act of 1940 ("Investment Company Act" or
"1940  Act").  Upon  completion  of  this process, the Company will no longer be
subject  to  the  Investment  Company  Act  but  will  continue  as an operating
reporting  public  company, and will still be subject to the Securities Exchange
Act  of  1934.

Under  the  rules  of  the  Securities  and Exchange Commission, the election to
terminate  status  as a BDC cannot become effective until at least 20 days after
the  accompanying Information Statement has been distributed to the stockholders
of  the  Company.

The  Company  financial statements are presented as Aventura Holdings, Inc., our
CUSIP  number  and  trading  symbol  is  053563  10  2  and  AVNT  respectively.

NOTE  2  -  BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

A  -  Basis  of  Presentation
-----------------------------

The accompanying unaudited financial statements have been prepared in accordance
with  generally accepted accounting principles for interim financial information
and  pursuant  to  the  rules  and  regulations  of  the Securities and Exchange
Commission  ("SEC").  The  accompanying  financial  statements  for  the interim
periods  are  unaudited  and  reflect all adjustments (consisting only of normal
recurring  adjustments) which are, in the opinion of management, necessary for a
fair  presentation  of  the  financial  position  and  operating results for the
periods  presented.  These  financial  statements  should be read in conjunction
with  the  financial  statements  of  Aventura  Holdings, Inc. f/k/a Sun Network
Group,  Inc.  for  the  years ended December 31, 2005 and 2004 and notes thereto
contained  in  the  Company's  Annual  Report  on  Form  10-K for the year ended
December  31,  2005  as  filed  with the SEC.  The results of operations for the
three  months ended March 31, 2006 are not necessarily indicative of the results
for  the  full  fiscal  year  ending  December  31,  2006.

                                        9
<PAGE>

The  accompanying unaudited financial statements are prepared in accordance with
the  guidance  in  the AICPA's Audit and Accounting Guide, "Audits of Investment
Companies"  since  the Company elected to be regulated as a Business Development
Company  effective  March  15,  2005.

In  accordance with Article 6 of Regulation S-X under the Securities Act of 1933
and  Securities Exchange Act of 1934, the Company does not consolidate portfolio
company  investments,  including  those  in which it has a controlling interest.
Therefore,  effective March 16, 2005, the Company no longer consolidates Radio X
Network  and  Radio  TV  Network.

The  results  of  operations  for 2005 are divided into two periods.  The period
from  January  1,  to March 15, 2005 represents the period prior to BDC election
and the period from March 16, 2005 to March 31, 2005 representing the period the
Company operated as a BDC.  Accounting principles used in the preparation of the
financial  statements beginning March 16, 2005 are different from those of prior
periods  and,  therefore,  the  financial  position and results of operations of
these  periods are not directly comparable.  The Company utilizes the cumulative
effect  method  to  reflect  the  effects  of conversion to a BDC.  There was no
cumulative  effect  adjustment  from  the  conversion  to  a  BDC in March 2005.

B  -  Summary  of  Significant  Accounting  Policies
----------------------------------------------------

Investments

Investments  in  securities  of  unaffiliated issuers represent holdings of less
than  5%  of  the  issuer's voting common stock.  Investments in and advances to
affiliates  are  presented  as  (i)  majority-owned,  if  holdings,  directly or
indirectly,  represent  over  50%  of  the  issuer's  voting  common stock, (ii)
minority-owned  other  controlled  affiliates  if  the  holdings,  directly  or
indirectly, represent over 25% and up to 50% of the issuer's voting common stock
and  (iii)  minority-owned  other  non-controlled  affiliates  if  the holdings,
directly or indirectly, represent 5% to 25% of the issuer's voting common stock.
Investments  -  other  than  securities  represent all investments other than in
securities  of  the  issuer.

Investments  in  securities  or other than securities of privately held entities
are  initially  recorded  at  their  original  cost  as  of the date the Company
obtained  an  enforceable  right  to  demand  the securities or other investment
purchased  and  incurred  an enforceable obligation to pay the investment price.

For  financial statement purposes, investments are recorded at their fair value.
Currently, readily determinable fair values do not exist for our investments and
the fair value of these investments is determined in good faith by the Company's
Board  of  Directors  pursuant  to  a  valuation policy and consistent valuation
process.  Due to the inherent uncertainty of these valuations, the estimates may
differ  significantly  from  the  values  that  would have been used had a ready
market  for  the  investments  existed and the differences may be material.  Our
valuation  methodology  includes  the  examination  of  among  other things, the
underlying  portfolio  company  performance,  financial  condition  and  market
changing  events  that  impact  valuation.

Realized  gains  (losses)  from  the  sale  of  investments and unrealized gains
(losses)  from  the  valuation of investments are reflected in operations during
the  period  incurred.

Revenue  Recognition

Prior  to  its  BDC  election  in March, 2005 the Company recognized revenues in
accordance  with  the  guidance  in the Securities and Exchange Commission Staff
Accounting  Bulletin  104. Revenue was recognized when persuasive evidence of an
arrangement exists, as services are provided and when collection of the fixed or
determinable  selling  price  is  reasonable  assured.

Revenues  from  the  current  and  future  activities  as a business development
company  which  may  include  investment  income  such  as  interest  income and
dividends,  and  realized  or unrealized gains and losses on investments will be
recognized in accordance with the AICPA's Audit and Accounting Guide, "Audits of
Investment  Companies."

                                       10
<PAGE>

Net  Loss  Per  Common  Share

Basic  net  income  (loss) per common share (Basic EPS) excludes dilution and is
computed  by  dividing  net income (loss) available to common stockholder by the
weighted  average  number  of common shares outstanding for the period.  Diluted
net  income  per  share (Diluted EPS) reflects the potential dilution that could
occur  if  stock options or other contracts to issue common stock were exercised
or  converted into common stock or resulted in the issuance of common stock that
then shared in the earnings of the Company.  For 2006, diluted loss per share is
the  same  as  basic  loss  per  share  since  the  effect  of  all common stock
equivalents  was antidilutive due to the net loss.

NOTE  3  -  INVESTMENTS

Before  the election of BDC status, the Company held a 50% investment in Radio X
Network. The original cost basis was $110,000. Radio X net assets are unknown to
the  current  Board  and  are considered abandoned. The Board assigned a $0 fair
market  value  of  the  Radio  X  investment  at  March  31,  2006.

The  Company  also  held  a  100%  investment  in  Radio TV Network, Inc. before
electing BDC status. The net assets of Radio TV Network, Inc. are unknown to the
current  Board  and are considered abandoned. The original cost basis was $0 and
the  Board  assigned  a  $0  fair  market  value  of  the Radio TV Network, Inc.
investment  at  March  31,  2006.

On  June  3,  2005  the  Company  purchased  ten  percent  of VoIPBlue.com, Inc.
(VoIPBlue)  pursuant  to  a  private  offering  memorandum  of  April  22, 2005.
VoIPBlue.com, Inc. developed software and was structured as a telecommunications
exchange  serving  Voice  over  Internet  Protocol  (VoIP)  wholesale  carriers.
Research  and  development,  software,  operating  and  other  costs  dissolved
investment  capital  and  Company  management  was  unable  to further assist in
day-to-day  operations.  Local  operations ceased in December, 2005 and moved to
Riga,  Latvia  in  an effort to have the VoIPBlue shareholder / developer assume
operational control. Latvian management was unsuccessful and a decision was made
in  the  current quarter to cease operations. VoIPBlue is attempting to sell its
developed and purchased software, the success of which is difficult to determine
as  there is no liquid market. An independent accredited business valuation firm
was  hired  by  the  Company  to  assign  a  fair  market  value to the $100,000
investment  in  VoIPBlue  at  December  31,  2005.  Advanced Business Valuations
determination  of  value  was $0 at December 31, 2005 and the Board ratified the
same  value  at  March  31,  2006.

On  June  7,  2005  the  Company  issued  880,000,000  shares  of its previously
un-issued  restricted  common  stock  in an exempt issuance in exchange for 100%
interest in Aventura Networks, LLC. The shares were valued at a discounted price
of $0.00091 per share and the purchase was reflected on the financial statements
at  $800,724. During 2005, the Company provided $299,925 in advances to Aventura
Networks,  LLC  and  Aventura Networks, LLC paid obligations of $108,479 for the
Company and made an investment on behalf of the Company in VoIPBlue.com, Inc. in
the  amount  of $100,000. Aventura Networks, LLC paid obligations of $29,645 for
the Company during the three months ended March 31, 2006.  Aventura Networks was
originally  a  wholesale  VoIP  buyer  and  seller  of  routes  predominantly in
third-world  countries  where  rates  were high and margins were wide. Increased
competition led to lower prices, reduced margins and Aventura Networks exit from
the VoIP wholesale carrier market. Aventura Networks changed direction and began
to  further  develop  and  sell  developed  and  third  party VoIP switching and
internet  protocol  private  branch exchange software. An independent accredited
business  valuation  firm was hired by the Company to assign a fair market value
to  the  $800,724  investment  in Aventura Networks as well as the likelihood of
satisfaction  of  amounts  owed  to  the  Company at December 31, 2005. Advanced
Business  Valuations  determination  of value was $0 at December 31, 2005 and an
indeterminable likelihood of repayment of the debt owed to the Company. Although
the  valuation  firm  was  unable  to  determine a likelihood of debt repayment,
Aventura  Networks  continues  to pay Company expenses in 2006 through sales and
conversion  of  its  assets  to  cash.  The Company expensed $50,912 to bad debt
expense  representing  part  of the amount Aventura Networks owes the Company at
December  31,  2005  and  carries  the  net  amount of the receivable at $10,887
representing  Company  expenses  paid  and  expectations of payments by Aventura
Networks  at  March  31,  2006.

On  October  17,  2005  the Company merged with Aventura Holdings, Inc. Aventura
Holdings,  Inc.  was the former owner of Aventura Networks, LLC and its sole net
assets  were  880,000,000  shares  of  Company  stock  and  anti-dilution rights
acquired  in  the  LLC purchase agreement with the Company. Immediately prior to
the merger, Aventura Holdings, Inc. transferred its net assets to Melissa Apple,
Trustee  of  the  Maria  Lopez  Irrevocable  Trust  UTD March 29, 2004 (its sole
shareholder).  Subsequent  to  the  merger the Company adopted the name Aventura
Holdings,  Inc  and  the  former  company  was  dissolved.

                                       11
<PAGE>

On February 23, 2006, the Company announced that it entered into a Memorandum of
Understanding and Intent (MOU) with Horvath Holdings, LLC ("Horvath") to acquire
30% of Ohio Funding Group, Inc. in exchange for 200,000,000 shares of previously
un-issued  restricted  common  stock  in an exempt issuance to Horvath Holdings.
Integrated  into  the  MOU  is  a  one  year  option  for  Horvath to purchase a
controlling  interest  in  Aventura through the sale of other Horvath controlled
entities to Aventura either in a single transaction or a series of transactions.

Once  we  enter  into  a binding agreement with Horvath Holdings, LLC our future
operating  business  and ownership will change. Therefore, management determined
that  continuing  as a BDC is not practical and that it is in the Company's best
interest  to  un-elect  BDC  status  in  the  second  fiscal  quarter  of  2006.
Un-electing  this  status  requires  a  shareholder  vote  but,  inasmuch as one
shareholder  holds  a majority of our stock, we determined that we can make this
election  upon submitting the matter to this one shareholder.  On April 24, 2006
the  Company  filed  an  information  statement  (Form  14C) and the controlling
shareholder  voted  to  withdraw our BDC election.  The Company will file a Form
14C  Definitive  Information Statement on or about May 15, 2006 then file a Form
N-54C  notifying  the  Securities  and Exchange Commission that, pursuant to the
provisions  of  Section  54(c),  it is withdrawing its election to be subject to
Sections  55  through  65  of  the  Investment  Company Act of 1940 ("Investment
Company  Act"  or "1940 Act"). Upon completion of this process, the Company will
no  longer  be  subject  to  the  Investment Company Act but will continue as an
operating  reporting public company, and will still be subject to the Securities
Exchange  Act  of  1934.

Under  the  rules  of  the  Securities  and Exchange Commission, the election to
terminate  status  as a BDC cannot become effective until at least 20 days after
the  accompanying Information Statement has been distributed to the stockholders
of  the  Company.

Management  conducted  its  due  diligence on Ohio Funding Group, Inc. and other
Horvath  Holdings,  LLC  investments.  Horvath  owns  and  operates  successful
automobile  dealerships  and  finance  companies  concentrating in the sub-prime
market.  Horvath  executives  have  decades  of  automobile  industry experience
including  key  public  company  positions.  If  Horvath  exercises their option
discussed  in  our  MOU  and  takes  control  of Aventura, we expect to pursue a
different  business  model  consistent  with their experience including possible
further  acquisitions  within  the  automobile industry. We believe management's
plan  will  allow  the  Company  to  continue  as  a  going  concern.

NOTE  4  -  COMMITMENTS  AND  CONTINGENCIES

A  -  Anti-Dilution and Additional Share Issuance Provisions:
--------------------------------------------------------------

The  stock  purchase  agreement  of  May 27, 2005 and the Aventura Networks, LLC
Interest  Purchase  Agreement  closed  on  June  7,  2005  were  both subject to
anti-dilution  or  additional  share  issuance  provisions  which  required  the
issuance of a significant quantity of additional common shares for no additional
consideration.  The  issuance  of  additional  shares  significantly  diluted
shareholders  (see  note  5).

B  -  Compliance with the BDC Rules and Regulations under the Investment Company
--------------------------------------------------------------------------------
Act  of  1940:
--------------

In  March 2005, we filed an election to become subject to Sections 55 through 65
of  the  Investment  Company Act of 1940, such that we could commence conducting
our  business  activities as a BDC.  In April 2005, we determined to commence an
offering of shares of our common stock as a BDC in accordance with the exemption
from  the registration requirements of the Securities Act of 1933 as provided by
Regulation  E.  In  connection  with that prospective offer, we filed a Form 1-E
with  the U.S. Securities and Exchange Commission (SEC).  In June 2005 we closed
on  a  $315,000  common  stock  sale  under  Regulation  E.

                                       12
<PAGE>

In  April 2005 and subsequently we received a series of comment letters from the
SEC  regarding various compliance issues with regard to our status as a Business
Development Company.  As a result, we currently understand that we may be out of
compliance  with  certain  rules  and  regulations  governing  the  business and
affairs,  financial  status, and financial reporting items required of BDCs.  We
are  making  every  effort to comply as soon as is practicable with the relevant
sections  of  the  1940  Act and are working with our counsel to accomplish that
compliance.    On March 27, 2006 we filed a report of sales pursuant to Rule 609
of  Regulation  E (Form 2-E) informing the Securities and Exchange Commission of
our exempt share issuance activity and discontinuance of our offering.  On April
24,  2006  the  Company  filed  an  information  statement  (Form  14C)  and the
controlling  shareholder  voted  to withdraw our BDC election.  The Company will
file  a  Form 14C Definitive Information Statement on or about May 15, 2006 then
file  a  Form  N-54C  notifying  the  Securities  and  Exchange Commission that,
pursuant  to  the provisions of Section 54(c), it is withdrawing its election to
be  subject  to  Sections  55  through  65 of the Investment Company Act of 1940
("Investment  Company  Act" or "1940 Act"). Upon completion of this process, the
Company  will  no  longer  be  subject  to  the  Investment Company Act but will
continue  as an operating reporting public company, and will still be subject to
the  Securities Exchange Act of 1934.  We cannot predict with certainty what, if
any,  regulatory  or  financial consequences may result from the foregoing.  The
above  matter  may  result in certain contingent liabilities to the Company as a
result  of  potential  actions  by  the SEC or others against the Company.  Such
contingent  liabilities  could  not be estimated by management as of the date of
this  Report.  The  Company  granted  and  issued  common stock for services and
further  issued  common  stock  without  ascertainable  consideration  after its
election  as a BDC in March 2005 which may have violated certain sections of the
1940  Act.  On  May  8,  2006  as  a  curative action, the Company's controlling
shareholder  transferred  301,214,286  of  its  own  Company  shares back to the
Company.

The  outcome of the above matters could have a significant impact on our ability
to  continue  as  a  going  concern.

C  -  Other  Legal  Matters:
----------------------------

On December 30, 2005, the Company filed a complaint in US District Court for the
Southern  District  of  Florida  against  its  former  management  and directors
alleging  inappropriate  issuance  of  Company  shares  to  themselves and their
affiliates.  On  March  22, 2006 the Company settled the lawsuit in exchange for
former  management's agreement to relinquish all rights to approve, authorize or
consent  to  current  managements  decisions  as  contained  in the LLC Purchase
Agreement  between  the  Company  and  the  owners of Aventura Networks LLC. The
Company believes the complaint had merit but did not wish to harm innocent third
parties  in  the  event  these  shares  were  further  distributed. Furthermore,
previous  management  refused  to  relinquish  their  aforementioned  rights and
indicated  their  intention to block our acquisition of Ohio Funding Group, Inc.
as  announced  in  our  February 21, 2006 Memorandum of Understanding and Intent
with  Horvath  Holdings,  LLC  unless  we  settled  by  dismissing  the lawsuit.

From  time  to  time  we  may  become subject to proceedings, lawsuits and other
claims  in  the  ordinary  course  of  business including proceedings related to
environmental and other matters. Such matters are subject to many uncertainties,
and  outcomes  are  not  predictable  with  assurance.

NOTE  5  -  STOCKHOLDERS  EQUITY  AND  LIABILITY  PAYABLE  WITH  COMMON  STOCK

Common  Stock  Transactions
---------------------------

A.      On  May  27,  2005,  the Company entered into a Stock Purchase Agreement
with  Dutchess  Private  Equities  Fund  II,  L.P. (Dutchess) to sell up to five
million  dollars ($5,000,000) of the Company's previously un-issued unrestricted
free-trading  common  stock  over  a twenty four (24) month period in accordance
with the offering circular under Regulation E (file number 095-00254). The terms
of  the agreement call for the Company to submit a draw request to Dutchess then
transfer  a  number of shares to Dutchess based upon the draw amount and current
market  value  of  the  Company's  shares. Dutchess is then entitled to sell the
shares  at market to recoup the draw amount plus a fifteen percent (15%) profit.
If  Dutchess  has  shares  remaining after recouping the draw amount and fifteen
percent  (15%)  profit,  Dutchess is obligated to return the remaining shares to
the  Company.  If  Dutchess sells all of the transferred shares before recouping
the  draw  amount  and  fifteen percent (15%) profit the Company is obligated to
issue  additional  shares  to Dutchess until the draw amount and fifteen percent
(15%) profit are received by Dutchess. There is an anti-dilution paragraph (8.4)
in  the  June 7, 2005 LLC Interest Purchase Agreement which entitles the sellers
of  Aventura  Networks,  LLC to additional shares in the event additional shares
are  issued  to  Dutchess  relating  to  the initial draw of this Stock Purchase
Agreement. By virtue of the LLC Purchase Agreement, the former owner of Aventura
Networks  LLC is entitled to 5 times the additional shares issued to Dutchess in
the event additional shares are issued pursuant to the initial draw. The May 27,
2005  Stock  Purchase  Agreement also grants Dutchess right of first refusal for
the issuance of new Company securities and penalties for non-compliance with the
terms  of the agreement. The Company was in violation of provisions of the Stock
Purchase Agreement relating to the timeliness of the filing of the June 30, 2005
quarterly report (Form 10-Q). Dutchess waived penalties as the delay was related
to  actions  of  past  management and outside of the control of the Company. The
initial  draw  occurred  on  May 27, 2005 in the amount of three hundred fifteen
thousand  dollars  ($315,000).  The  Company  transferred  seventy  five million
(75,000,000)  previously un-issued unrestricted free-trading shares to Dutchess.
On June 3, 2005 the Company's portfolio investee Aventura Networks, LLC received
two  hundred  ninety  nine  thousand nine hundred twenty five dollars ($299,925)
directly from Dutchess after deduction of fifteen thousand dollars ($15,000) for
legal  fees  and  seventy five dollars ($75) in bank fees from the initial draw.
The  fifteen  thousand  dollars ($15,000) was treated as a direct financing cost
asset  and  amortized to operations based on the ratio of Dutchess proceeds from
sale  of  Company  shares issued to them compared to the total liability payable
with  common  stock.  During  the first quarter of 2006 the remaining $5,230 was
amortized  as  a direct finance cost. On September 28, 2005 Dutchess received an
additional  fifty  million  (50,000,000)  previously  un-issued  unrestricted
free-trading  shares,  an  additional  fifty  million  (50,000,000)  previously
un-issued  unrestricted  free-trading  shares on November 3, 2005, an additional
sixty million (60,000,000) previously un-issued unrestricted free-trading shares
on  December  29,  2005,  an  additional  fifty  million (50,000,000) previously
un-issued  unrestricted  free-trading  shares  on February 27 , 2006 and a final
fifteen  million  (15,000,000)  previously  un-issued  unrestricted free-trading
shares  on  March  1,  2006  towards  the satisfaction of the obligation for the
initial  draw amount and the Company's Board approved the issuances. The $47,250
difference  between  the  $362,250  and the $315,000 investment was treated as a
deferred  financing  cost  of which $16,475 was amortized as a cost of financing
during  the  three  months ended March 31, 2006. After Dutchess sold the last of
the shares issued in March 2006 our loan balance was $978.11. Aventura Networks,
LLC  issued  a  check  to Dutchess on behalf of the Company to fully satisfy the
debt.  Immediately after satisfying our Debt with Dutchess we exchanged a mutual
release.

B.     On  June  7, 2005 the Company issued 880,000,000 shares of its previously
un-issued  common stock to Aventura Holdings, Inc. in exchange for 100% interest
in  Aventura  Networks, LLC.  The shares were valued at $0.00091 per share based
on  a  discounted  quoted  trading  price.  The  investment  is reflected on the
financial  statements at $800,724.  On December 29, 2005 500,000,000 shares were
issued  and  300,000,000  shares  were issuable to Melissa Apple, Trustee of the
Maria  Lopez  Irrevocable  Trust UTD March 29, 2004 as additional shares due the
owners  of Aventura Networks, LLC under the anti-dilution provision contained in
the May 27,2005 LLC Purchase Agreement.In February and March, 2006 an additional
325,000,000 shares  became issuable under this anti-dilution provision. On April
4,  2006  625,000,000  shares  representing  all  issuable  shares  under  this
anti-dilution provision were issued to Melissa Apple, Trustee of the Maria Lopez
Irrevocable  Trust UTD March 29, 2004.  There are no additional shares due under
the  anti-dilution  provision  contained  in  the  May  27,  2005  LLC  Purchase
Agreement.

                                       13
<PAGE>

NOTE  6  -  GOING  CONCERN

As  reflected  in  the  accompanying  financial  statements,  the Company had an
accumulated  deficit  of $11,450,908 at March 31, 2006, net losses of $43,656
for the three months ended  March  31, 2006 and working capital deficit of
$13,639 at March 31, 2006,and  cash  used  in  operations  in for the three
months ended March 31, 2006 of $28,667.

The  financial statements do not include any adjustments that might be necessary
if  the  Company  is  unable to continue as a going concern. Management believes
that  the  actions presently being taken to further implement its business plan,
including  seeking  portfolio investments provide opportunity for the Company to
continue  as  a  going  concern.

NOTE  7  -  SUBSEQUENT  EVENTS

On April 4, 2006 625,000,000 shares of the Company's previously un-issued common
stock  was issued to Melissa Apple, Trustee of the Maria Lopez Irrevocable Trust
UTD March 29, 2004.  These shares represent all previously issuable shares under
the  anti-dilution  provision  contained  in  the  May  27,  2005  LLC  Purchase
Agreement.  There  are  no  additional  shares  issuable  or  due  under  this
anti-dilution  provision.

On  May  8, 2006 Melissa Apple, Trustee of the Maria Lopez Irrevocable Trust UTD
March  29, 2004 transferred 135,214,286 of its own Company shares to the Company
as a curative action for prior management's May 13, 2005 issuance to itself or a
related  entity.  These  shares  relate  to  an  excess  share  issuance  for
extinguishment  of  a  debt.

On  May  8, 2006 Melissa Apple, Trustee of the Maria Lopez Irrevocable Trust UTD
March  29, 2004 transferred 166,000,000 of its own Company shares to the Company
as  a  curative  action for prior management's May 26, 2005 issuances that could
not  be  traced  to  ascertainable  consideration  or  were issued as shares for
services  in  conflict  with  1940  Act  rules.

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

This  following  information  specifies  certain  forward-looking  statements of
management  of  the  company.  Forward-looking  statements  are  statements that
estimate  the  happening  of  future  events  are  not based on historical fact.
Forward-looking  statements  may  be  identified  by  the use of forward-looking
terminology,  such  as  "may",  "shall",  "could",  "expect",  "estimate",
"anticipate",  "predict",  "probable",  "possible",  "should",  "continue",  or
similar  terms,  variations  of  those terms or the negative of those terms. The
forward-looking  statements  specified  in  the  following information have been
compiled  by  our  management on the basis of assumptions made by management and
considered  by  management  to  be  reasonable.  Our  future  operating results,
however,  are impossible to predict and no representation, guaranty, or warranty
is  to  be  inferred  from  those  forward-looking  statements.

The assumptions used for purposes of the forward-looking statements specified in
the  following  information represent estimates of future events and are subject
to  uncertainty  as  to possible changes in economic, legislative, industry, and
other  circumstances. As a result, the identification and interpretation of data
and other information and their use in developing and selecting assumptions from
and  among  reasonable  alternatives  require  the  exercise of judgment. To the
extent  that the assumed events do not occur, the outcome may vary substantially
from anticipated or projected results, and, accordingly, no opinion is expressed
on  the  achievability  of those forward-looking statements. No assurance can be
given  that  any  of  the assumptions relating to the forward-looking statements
specified in the following information are accurate, and we assume no obligation
to  update  any  such  forward-looking  statements.

OVERVIEW


RISK  FACTORS

An  investment in our common stock is highly speculative, involves a high degree
of risk, and should be considered only by those persons who are able to bear the
economic risk of their investment for an indefinite period. In addition to other
information in this Quarterly Report on Form 10-Q, the following specific risks,
not  listed  in any particular order of priority, should be considered carefully
in  evaluating  the  Company,  its  business,  and  its  common  stock.

                                       14
<PAGE>

We are highly dependent upon management, none of whom has significant experience
in  managing  a  BDC.

The  Company's  future  success  depends  on  the  continued contribution of key
management, some of whom would be difficult to replace. The Company's growth and
profitability  depend on its ability to attract and retain skilled employees and
on  the  ability  of  its  officers  and  key  personnel  to  manage  the assets
successfully  and  to  provide  management  assistance to the Company's investee
companies.  If  the  services  of  these individuals would be unavailable to the
Company  for any reason, the Company would be required to obtain other executive
personnel to manage and operate the Company and to provide management assistance
to  the  Company's  investee companies. In such event, there can be no assurance
that the Company would be able to employ qualified persons on terms favorable to
the  Company.  Further,  none  of  our  directors  or  executive  officers  have
experience  in  corporate  finance and mergers and acquisitions transactions nor
any  significant operational BDC experience or experience in investing on behalf
of  BDCs.

This  is  a  highly  speculative  investment.

Ownership  of  our  common  stock  is  extremely speculative and involves a high
degree of economic risk, which may result in a complete loss of investment. Only
persons  who  have no need for liquidity and who are able to withstand a loss of
all  or  substantially all of their investment should purchase our common stock.

We  suffered  a  significant  operating  loss  in  2005.

During  the  period from March 16, 2005 to December 31, 2005 operating as a BDC,
our  net  loss  was  $2,782,265.  Although we believe that we are now adequately
capitalized  to  carry  out  our business plan (subject to the risks inherent in
such plan), there can be no assurance that we have sufficient economic resources
or  that  such  resources will be available to us on terms and at times that are
necessary  or  acceptable, if at all. There is no assurance that future revenues
of  the  Company  will ever be significant or that the Company's operations will
ever  be  profitable.

Risk  involved  in  new, developing businesses in which the Company will invest.

The  Company's  initial investment portfolio is expected to consist primarily of
high-risk investments in new and developing companies. Successful achievement of
the  investment  objectives of the Company is dependent upon the growth in value
of  the  securities  of these unseasoned companies. Whether this appreciation in
value  will  occur  depends  upon  numerous  factors  outside the control of the
Company.  The  Company  anticipates  that  it  may  take  significant investment
positions in companies that are listed or to be listed on US Equity Markets, and
the  OTC Bulletin Board. Moreover, the Company's task of identifying and helping
to  build  successful new and emerging enterprises is difficult. In light of the
Company's  lack  of  operating  history  as  a BDC, the likelihood of the future
success  of  the  Company  must be evaluated in light of the problems, expenses,
difficulties, risks, and complications frequently encountered in connection with
similarly situated companies. There can be no assurance that the Company will be
successful  in  identifying  and  developing  these  ventures.

Current  management  controls  our  outstanding  Common  Stock.

Our officers and directors and related entities own a majority of the issued and
outstanding  Common  Stock.  It  can be expected that the officers and directors
will  be  able  to  continue to control the Company's Board of Directors and its
policies.  However, control of Aventura may be acquired by Horvath Holdings, LLC
if  the  Horvath  agreement follows the terms of the Memorandum of Understanding
and  Intent  and  Horvath  exercises  certain options (see the MOU discussion in
"Recent  Developments").

You  will  be  diluted  if  we  issue  additional  Common  Stock.

From time to time, the Company may issue additional equity securities. There can
be  no  assurance that the pricing of any such additional securities will not be
lower  than the price at which you purchased your securities in the open market.

                                       15
<PAGE>

Management  has  discretionary  use  of  Company  assets.

We are not currently engaged in any substantive business activities. We continue
to  look  for  and  investigate other business opportunities that are consistent
with  our  business  plan.  Accordingly,  management  has  broad discretion with
respect to the investments. Although management intends to apply any proceeds it
may  receive through the future issuance of stock or debt to a suitable acquired
business,  it will have broad discretion in allocating these funds. There can be
no assurance that the management's use or allocation of such proceeds will allow
it  to  achieve  its  business  objectives.

We  expect  that  each  of  our  investments  initially  will  be  illiquid.

We  expect  that  we  will  generally  acquire our investments directly from the
issuer  in privately negotiated transactions. We expect that the majority of the
investments  in our portfolio will typically have no established trading market.
We  expect  that we will exit much of each of our investments when the portfolio
company  has  a  liquidity  event,  such  as  a public offering of the portfolio
company. The illiquidity of our investments may adversely affect our ability, to
dispose  of equity securities of our portfolio companies at times when it may be
otherwise  advantageous for us or our stockholders to liquidate such securities.
In addition, if we, or our stockholders, were forced to liquidate some or all of
the  investments  immediately,  the  proceeds  of  such  liquidations  could  be
significantly  less  than  otherwise.

Economic  recessions  or downturns could impair our portfolio companies and harm
our  operating  results.

Many  of  the companies in which we might make investments may be susceptible to
economic slowdowns or recessions. An economic slowdown may affect the ability of
a  company to engage in a meaningful liquidity event, such as a public offering.
The  value  of  our  portfolio is likely to decrease during these periods. These
conditions could lead to financial losses in our portfolio and a decrease in our
revenues,  net  income,  and  assets.

We may not borrow money unless we maintain asset coverage for indebtedness of at
least  200%,  which  may  affect  returns  to  stockholders.

We  must  maintain  asset  coverage  for  total borrowings of at least 200%. Our
ability  to achieve our investment objective may depend in part on our continued
ability  to  maintain  a  leveraged  capital  structure  by borrowing funds from
various  sources  on favorable terms. There can be no assurance that we will not
borrow  funds  in  an amount, which, when compared to the aggregate value of our
assets,  will  permit  us to maintain such leverage. As of December 31, 2005 the
Company may not be in compliance with the asset coverage requirements for a BDC.
If  we  do  not  maintain  such  minimum 200% asset coverage ratio and our asset
coverage declines to less than 200%, we may be required to sell a portion of our
investments  when  it  is  disadvantageous  to  do  so.

We  operate  in  a  competitive  market  for  investment  opportunities.

We  compete  for  investments  with  a  large number of private equity funds and
mezzathree  funds, other business development companies, investment banks, other
equity  and  non-equity  based investment funds, and other sources of financing,
including  specialty  finance  companies  and  traditional  financial  services
companies  such  as  commercial  banks. Some of our competitors may have greater
resources  than we do. Increased competition would make it more difficult for us
to  purchase  or originate investments at attractive prices. As a result of this
competition,  sometimes  we  may  be  precluded from making otherwise attractive
investments.

Changes in the law or regulations that govern us could have a material impact on
us  or  our  operations.

We  are regulated by the SEC and other federal and state regulatory agencies. In
addition,  changes  in  the laws or regulations that govern business development
companies,  regulated  investment  companies, real estate investment trusts, and
small  business  investment companies may significantly affect our business. Any
change  in the law or regulations that govern our business could have a material
impact on us or our operations. Laws and regulations may be changed from time to
time,  and  the  interpretations  of  the relevant laws and regulations also are
subject  to  change,  which  may  have  a  material  effect  on  our operations.

                                       16
<PAGE>

Our  ability  to  invest  in  private  companies  may  be  limited  in  certain
circumstances.

If  we are to maintain our status as a business development company, we must not
acquire  any  assets  other  than "qualifying assets" unless, at the time of and
after  giving  effect  to such acquisition, at least 70% of our total assets are
qualifying  assets.  If we acquire debt or equity securities from an issuer that
has  outstanding  marginable securities at the time we make an investment, these
acquired  assets cannot be treated as qualifying assets. This result is dictated
by  the  definition of "eligible portfolio company" under the 1940 Act, which in
part  looks  to  whether  a  company  has  outstanding  marginable  securities.

Amendments promulgated in 1998 by the Federal Reserve expanded the definition of
a  marginable  security  under the Federal Reserve's margin rules to include any
non-equity  security.  Thus,  any  debt  securities  issued  by  any  entity are
marginable  securities  under  the  Federal Reserve's current margin rules. As a
result,  the  staff  of  the SEC has raised the question as to whether a private
company  that  has  outstanding  debt  securities  would qualify as an "eligible
portfolio  company"  under  the  1940  Act.

Results  may  fluctuate  and  may  not  be  indicative  of  future  performance.

Our  operating  results  may  fluctuate  and,  therefore, you should not rely on
current  or  historical  period  results  to be indicative of our performance in
future  reporting  periods.  Factors  that  could  cause  operating  results  to
fluctuate  include,  but  are  not  limited  to,  variations  in  the investment
origination  volume  and  fee income earned, variation in timing of prepayments,
variations  in and the timing of the recognition of net realized gains or losses
and  changes  in unrealized appreciation or depreciation, the degree to which we
encounter  competition  in  our  markets,  and  general  economic  conditions.

Our  common  stock  price  may  be  volatile.

The  trading price of our common stock may fluctuate substantially. The price of
the  common stock may be higher or lower than the price you pay for your shares,
depending  on  many factors, some of which are beyond our control and may not be
directly  related  to  our operating performance. These factors include, but are
not  limited  to,  the  following:

*  price  and volume fluctuations in the overall stock market from time to time;

* significant volatility in the market price and trading volume of securities of
business  development  companies  or  other  financial  services  companies;

*  volatility  resulting  from  trading  in derivative securities related to our
common stock including puts, calls, long-term equity anticipation securities, or
LEAPs,  or  short  trading  positions;

*  changes  in  regulatory  policies  or tax guidelines with respect to business
development  companies  or  regulated  investment  companies;

* actual or anticipated changes in our earnings or fluctuations in our operating
results  or  changes  in  the  expectations  of  securities  analysts;

*  general  economic  conditions  and  trends;

*  loss  of  a  major  funding  source;  or

*  Departures  of  key  personnel.

We  have  a  limited  operating history as a BDC which may affect our ability to
manage  our  business  and  may  impair  your  ability  to assess our prospects.

We  were  incorporated  in  1990  but  only  commenced  business  and investment
operations  as  a  BDC  in mid-March 2005. We are subject to all of the business
risks  and  uncertainties associated with any new business enterprise, including
the risk that we will not achieve our investment objective and that the value of
our  common  stock  or  other  securities  could  decline substantially. We have
limited  operating  history.  As  a  result, we have few operating results under
these  regulatory  frameworks  that  can  demonstrate either their effect on the
business  or  our  ability to manage the business within these frameworks. If we
fail  to  maintain  our  status  as  a  BDC,  our operating flexibility would be
significantly  reduced.

                                       17
<PAGE>

Our  business  model  depends  to  a  significant  extent  upon  strong referral
relationships  with  venture  capital,  private  equity  fund sponsors and other
investment  banking  and financial institutions, and our inability to develop or
maintain  these relationships, or the failure of these relationships to generate
investment  opportunities,  could  adversely  affect  our  business.

We  expect  that members of our management team will maintain relationships with
venture  capital,  private  equity  firms,  and investment banking and financial
institutions,  and we will rely to a significant extent upon these relationships
to  provide  us  with  our  deal  flow.  If  we  fail  to  maintain our existing
relationships  or  to  develop  new relationships with other firms or sources of
investment  opportunities,  then  we  will  not  be  able to grow our investment
portfolio.  In  addition,  persons with whom members of our management team have
relationships  are  not  obligated  to provide us with investment opportunities,
and,  therefore,  there is no assurance that such relationships will lead to the
origination  of  equity  or  debt  investments.

Regulations  governing  our  operations  as  a BDC affect our ability to and the
manner  in  which  we  raise  additional  capital, which may expose us to risks.

Our  business  will  require  a  substantial  amount  of capital. We may acquire
additional  capital from the issuance of senior securities, including borrowings
or other indebtedness, or the issuance of additional shares of our common stock.
However,  we  may  not  be  able  to  raise  additional capital in the future on
favorable  terms  or  at  all.  We may issue debt securities, other evidences of
indebtedness,  or  preferred  stock, and we may borrow money from banks or other
financial  institutions  (collectively  "senior  securities")  up to the maximum
amount  permitted  by  the  1940  Act.  The  1940 Act permits us to issue senior
securities  in amounts such that our asset coverage, as defined in the 1940 Act,
equals  at  least  200% after each issuance of senior securities. Our ability to
pay  dividends  or issue additional senior securities would be restricted if our
asset  coverage  ratio  were  not  at  least  200%.  If  the value of our assets
declines,  we  may  be  unable  to satisfy this test. If that happens, we may be
required  to  liquidate  a portion of our investments and repay a portion of our
indebtedness  at  a  time when such sales may be disadvantageous. As a result of
issuing  senior securities, we would also be exposed to typical risks associated
with leverage, including an increased risk of loss. If we issue preferred stock,
the  stock  would  rank  "senior"  to  common  stock  in  our capital structure,
preferred  stockholders would have separate voting rights and might have rights,
preferences, or privileges more favorable than those of our common stockholders,
and  the  issuance  of  preferred  stock  could  have  the  effect  of delaying,
deferring, or preventing a transaction or a change of control that might involve
a  premium  price  for  holders of our common stock or otherwise be in your best
interest.

To  the  extent  that  we  are constrained in our ability to issue debt or other
senior  securities,  we  will  depend  on  issuances  of common stock to finance
operations.  As  a BDC, we are generally not able to issue our common stock at a
price  below  net  asset  value  without first obtaining required approvals from
stockholders  and independent directors. If we raise additional funds by issuing
more  common  stock  or senior securities convertible into, or exchangeable for,
our common stock, then the percentage ownership of our stockholders at that time
would  decrease  and  you  might  experience  dilution.

Future  offerings  of debt securities, which would be senior to our common stock
upon  liquidation,  or  equity  securities,  which  could  dilute  our  existing
stockholders  and  be  senior  to  our  common  stock  for  the  purposes  of
distributions,  may  have  an  adverse  effect on the value of our common stock.

In  the  future,  we  may  attempt  to  increase our capital resources by making
additional  offerings of equity or debt securities, including medium-term notes,
senior  or  subordinated  notes  and classes of preferred stock or common stock.
Upon  our  liquidation,  holders  of  our debt securities, if any, and shares of
preferred  stock,  if any, and lenders with respect to other borrowings, if any,
will  receive a distribution of our available assets prior to the holders of our
common  stock.  Additional equity offerings by us may dilute the holdings of our
existing  stockholders  or  reduce  the  value of our common stock, or both. Any
preferred stock we may issue would have a preference on distributions that could
limit  our  ability  to  make  distributions to the holders of our common stock.
Because  our  decision to issue securities in any future offering will depend on
market  conditions  and  other  factors beyond our control, we cannot predict or
estimate  the  amount,  timing  or  nature  of  our  future offerings. Thus, our
stockholders  bear the risk of our future offerings reducing the market price of
our  common  stock  and  diluting  their  stock  holdings  in  us.

In  accordance with Article 6 of Regulation S-X under the Securities Act of 1933
and  Securities Exchange Act of 1934, the Company does not consolidate portfolio
company  investments,  including  those  in which it has a controlling interest.
Therefore,  effective March 16, 2005, the Company no longer consolidates Radio X
Network  and  Radio  TV  Network.

                                       18
<PAGE>

The results of operations for 2005 are divided into two periods. The period from
January 1, to March 15, 2005 represents the period prior to BDC election and the
period  from  March  16,  2005  to  March  31, 2005 representing the periods the
Company  operated as a BDC. Accounting principles used in the preparation of the
financial  statements beginning March 16, 2005 are different from those of prior
periods  and,  therefore,  the  financial  position and results of operations of
these  periods  are not directly comparable. The Company utilizes the cumulative
effect  method  to  reflect  the  effects  of  conversion to a BDC. There was no
cumulative  effect  adjustment  from  the  conversion  to  a  BDC in March 2005.

QUANTITATIVE  AND  QUALITATIVE  DISCLOSURE  ABOUT  MARKET  RISK

Because  we  had  no  long-term  debt  other than the Dutchess debt payable with
equity and do not expect that, in the next 12 months we will incur any (although
there  can  be  no  assurance that the funds that we will require to operate our
business  during that period will be available to us through sales of our equity
or  through  short-term  borrowings),  we do not consider a principal risk to be
interest  rate fluctuations. If, in the future, we incur, or consider incurring,
a  material  amount of long-term debt, the occurrence of such event could result
in  interest  rate  fluctuations  becoming  a  principal  risk.

Our  investments  are  carried  at  fair  value,  as  determined  by independent
valuation  experts  and  ratified  by the Board of Directors. We expect to value
publicly  traded  investments  at  the  closing  price on the valuation date. We
expect to value debt and equity securities that are not publicly traded, or that
we  are  restricted  from  trading,  at  fair value as determined by independent
valuation  experts  and  ratified  by  the  Board  of  Directors. In making such
determination,  we expect that the Board of Directors will value non-convertible
debt  securities  at cost plus amortized original issue discount, if any, unless
adverse  factors  lead  to  a  determination  of  a lesser valuation. In valuing
convertible  debt,  equity,  or other securities, we expect that the independent
valuation  experts  will  determine  the fair value based on the collateral, the
issuer's  ability  to  make payments, the current and forecasted earnings of the
issuer, sales to third parties of similar securities, the comparison to publicly
traded  securities, and other pertinent factors. Due to the uncertainty inherent
in  the valuation process, such estimates of fair value may differ significantly
from  the values that would have been used had a ready market for the securities
existed,  and  the  differences  could be material. Additionally, changes in the
market  environment  and  other  events  that  may  occur  over  the life of the
investments  may  cause  the  gains  or  losses  ultimately  realized  on  these
investments  to  be  different  than  the  valuations  assigned  at other times.

RECENT  DEVELOPMENTS

On  March  6,  2006  the  Company  terminated  its Stock Purchase Agreement with
Dutchess  Private  Equities  Fund  II,  L.P.  (Dutchess)  having delivered three
hundred  million (300,000,000) shares and a payment of $978.11 to extinguish the
debt.

On February 23, 2006, the Company announced that it entered into a Memorandum of
Understanding and Intent (MOU) with Horvath Holdings, LLC ("Horvath") to acquire
30% of Ohio Funding Group, Inc. in exchange for 200,000,000 shares of previously
un-issued  restricted  common  stock  in an exempt issuance to Horvath Holdings.
Integrated  into  the  MOU  is  a  one  year  option  for  Horvath to purchase a
controlling  interest  in  Aventura through the sale of other Horvath controlled
entities to Aventura either in a single transaction or a series of transactions.

                                       19
<PAGE>

Once  we  enter  into  a binding agreement with Horvath Holdings, LLC our future
operating  business  and ownership will change. Therefore, management determined
that  continuing  as a BDC is not practical and that it is in the Company's best
interest  to un-elect BDC status. Un-electing this status requires a shareholder
vote  but,  inasmuch  as  one  shareholder  holds  a  majority  of our stock, we
determined that we can make this election upon submitting the matter to this one
shareholder.  On April 24, 2006 the Company filed an information statement (Form
14C)  to withdraw our BDC election.  The Company will file a Form 14C Definitive
Information  Statement on or about May 15, 2006 then file a Form N-54C notifying
the  Securities  and  Exchange  Commission  that,  pursuant to the provisions of
Section  54(c),  it  is  withdrawing  its  election to be subject to Sections 55
through  65  of  the Investment Company Act of 1940 ("Investment Company Act" or
"1940  Act").  Upon  completion  of  this process, the Company will no longer be
subject  to  the  Investment  Company  Act  but  will  continue  as an operating
reporting  public  company, and will still be subject to the Securities Exchange
Act  of  1934.

Under  the  rules  of  the  Securities  and Exchange Commission, the election to
terminate  status  as a BDC cannot become effective until at least 20 days after
the  accompanying Information Statement has been distributed to the stockholders
of  the  Company.

Management  conducted  its  due  diligence on Ohio Funding Group, Inc. and other
Horvath  Holdings,  LLC  investments.  Horvath  owns  and  operates  successful
automobile  dealerships  and  finance  companies  concentrating in the sub-prime
market.  Horvath  executives  have  decades  of  automobile  industry experience
including  key  public  company  positions.  If  Horvath  exercises their option
discussed  in  our  MOU  and  takes  control  of Aventura, we expect to pursue a
different  business  model  consistent  with their experience including possible
further  acquisitions  within  the  automobile industry. We believe management's
plan  will  allow  the  Company  to  continue  as  a  going  concern.

RESULTS  OF  OPERATIONS

As  a  BDC,  the Company does not operate a business or consolidate its earnings
with  its portfolio investees.  Effective March 15, 2005 the Company elected BDC
status  meaning  that  the  Company  is  in  the  business of investing in other
businesses.  BDC's  measure  most  income by investment gains and losses and the
fluctuation  in  the  value  of  its  portfolio  investees.  It  is difficult to
meaningfully  compare  the three months ended March 31, 2006 to the three months
ended  March 31, 2005.  All comparative references are for presentation purposes
only  and  should  be  viewed  accordingly.

REVENUES

Revenues  for  the  three  months  ended  March  31, 2006 were $0 as compared to
revenues  for the three months ended three months ended March 31, 2005 of $5,000
and were derived from our subsidiary, Radio X Network prior to our BDC election.

OPERATING  EXPENSES

Consulting  expense for the three months ended March 31, 2006 was $0 compared to
$149,000  for  the three months ended March 31, 2005. Consulting expense related
to  the  issuance  of  common  stock  for  services  to  outside  consultants.

Professional  fees  for  the  three  months  ended  March  31, 2006 were $18,010
compared  to  $21,151 for the three months ended March 31, 2005. The decrease is
primarily  related  to  in-house  accounting.

Other  selling,  general  and  administrative expenses were $3,941 for the three
months  ended  March  31, 2006 as compared to $38,727 for the three months ended
March  31,  2005.  The  decrease  in  expenses is primarily due to the Company's
change  in  focus  to  that  of  a  BDC.

Financing  costs were $21,705 for the three months ended March 31, 2006 compared
to  $0  for  the  comparable three months ended March 31, 2005.  The 2006 amount
relates  to  amortization of the Dutchess investment cash and non-cash financing
costs.

As  a  result  of these factors, we reported a net loss of $43,656 or $(nil) per
share  for  the  three  months ended March 31, 2006 as compared to a net loss of
$201,029  or  ($.nil)  per  share  for  the  three  months ended March 31, 2005.

                                       20
<PAGE>

LIQUIDITY  AND  CAPITAL  RESOURCES

At  March  31,  2006,  we  had an accumulated deficit of $11,450,908 and working
capital  deficit  of  $13,639.  Our  president advanced $46,500 during the first
three  months  of  2005.

We  have  no  material  commitments  for  capital  expenditures.

Net  cash  used  in  operations during the three months ended March 31, 2006 was
$28,667  and  was  substantially  attributable  to  net  loss  of $43,657 offset
primarily  by non-cash amortization of deferred financing costs of $21,705 and a
net  decrease  in  operating assets and liabilities of $6,715. In the comparable
period of 2005, we had net cash used in operations of $62,242 primarily relating
to  the  net loss of $201,029 primarily offset by stock-based consulting expense
of  $147,025  and  a net decrease in operating assets and liabilities of $8,238.

Net  cash generated by investing activities for the three months ended March 31,
2006 was $29,645 and consisted of  Company expenses paid by one of its portfolio
investees.  There  were no investing activities for the three months ended March
31,  2005.

Net  cash used by financing activities for the three months ended March 31, 2006
was $979 as compared to net cash provided by financing activities of $46,500 for
the  three  months ended March 31, 2005. During the three months ended March 31,
2006  we  paid $979  in cash to extinguish our debt to Dutchess Private Equities
Fund  II,  LP.  In  the comparable period of 2005, we received advances from our
former  CEO  of  $46,500.

For  the  fiscal year ended December 31, 2005, our independent registered public
accounting firm issued a going concern opinion in connection with their audit of
our  financial  statements.  These  conditions raise substantial doubt about our
ability  to  continue as a going concern if sufficient additional funding is not
acquired or alternative sources of capital developed to meet our working capital
needs.

Management  expects  to  finalize our investment in Ohio Funding Group, Inc. and
make  other  investments  in  Horvath  Holdings, LLC companies. Horvath owns and
operates  successful  automobile dealerships and finance companies concentrating
in  the sub-prime market. Horvath executives have decades of automobile industry
experience  including  key  public company positions. If Horvath exercises their
option discussed in our MOU and takes control of Aventura, we expect to pursue a
different  business  model  consistent  with their experience including possible
further  acquisitions  within  the  automobile industry. We believe management's
plan  will  allow  the  Company  to  continue  as  a  going  concern.

CRITICAL  ACCOUNTING  POLICIES

A  summary  of  significant  accounting  policies  is  included in Note 2 to the
unaudited  financial  statements  included  elsewhere in this Report. We believe
that  the  application  of  these  policies  on a consistent basis enables us to
provide  useful  and  reliable financial information about our operating results
and  financial  condition.

OFF  BALANCE  SHEET  ARRANGEMENTS

There  are  no off balance sheet arrangements that have or are reasonably likely
to  have  a  current  or  future  effect  on our financial condition, changes in
financial  condition,  revenues  or  expenses, results of operations, liquidity,
capital  expenditures  or  capital  resources  that  are  material to investors.

ITEM  3.     CONTROLS  AND  PROCEDURES

As  required by SEC rules, we have evaluated the effectiveness of the design and
operation  of  our  disclosure  controls and procedures at the end of the period
covered  by  this  report. This evaluation was carried out under the supervision
and  with the participation of our management, including our principal executive
officer  and  principal  financial  officer.  Based  on  this  evaluation, these
officers have concluded that the design and operation of our disclosure controls
and procedures are effective. There were no changes in our internal control over
financial  reporting  or  in other factors that have materially affected, or are
reasonably  likely  to  materially  affect,  our internal control over financial
reporting.

                                       21
<PAGE>

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

                                       22
<PAGE>

PART  II.     OTHER  INFORMATION

ITEM  1.     LEGAL  PROCEEDINGS

None


ITEM  2.     UNREGISTERED  SALES  OF  EQUITY  SECURITIES  AND  USE  OF  PROCEEDS

A.     On May 27, 2005, the Company entered into a Stock Purchase Agreement with
Dutchess  Private  Equities  Fund II, L.P. (Dutchess) to sell up to five million
dollars  ($5,000,000)  of  the  Company's  previously  un-issued  unrestricted
free-trading  common  stock  over  a twenty four (24) month period in accordance
with the offering circular under Regulation E (file number 095-00254). The terms
of  the agreement call for the Company to submit a draw request to Dutchess then
transfer  a  number of shares to Dutchess based upon the draw amount and current
market  value  of  the  Company's  shares. Dutchess is then entitled to sell the
shares  at market to recoup the draw amount plus a fifteen percent (15%) profit.
If  Dutchess  has  shares  remaining after recouping the draw amount and fifteen
percent  (15%)  profit,  Dutchess is obligated to return the remaining shares to
the  Company.  If  Dutchess sells all of the transferred shares before recouping
the  draw  amount  and  fifteen percent (15%) profit the Company is obligated to
issue  additional  shares  to Dutchess until the draw amount and fifteen percent
(15%) profit are received by Dutchess. There is an anti-dilution paragraph (8.4)
in  the  June 7, 2005 LLC Interest Purchase Agreement which entitles the sellers
of  Aventura  Networks,  LLC to additional shares in the event additional shares
are  issued  to  Dutchess  relating  to  the initial draw of this Stock Purchase
Agreement. By virtue of the LLC Purchase Agreement, the former owner of Aventura
Networks  LLC is entitled to 5 times the additional shares issued to Dutchess in
the event additional shares are issued pursuant to the initial draw. The May 27,
2005  Stock  Purchase  Agreement also grants Dutchess right of first refusal for
the issuance of new Company securities and penalties for non-compliance with the
terms  of the agreement. The Company was in violation of provisions of the Stock
Purchase Agreement relating to the timeliness of the filing of the June 30, 2005
quarterly report (Form 10-Q). Dutchess waived penalties as the delay was related
to  actions  of  past  management and outside of the control of the Company. The
initial  draw  occurred  on  May 27, 2005 in the amount of three hundred fifteen
thousand  dollars  ($315,000).  The  Company  transferred  seventy  five million
(75,000,000)  previously un-issued unrestricted free-trading shares to Dutchess.
On June 3, 2005 the Company's portfolio investee Aventura Networks, LLC received
two  hundred  ninety  nine  thousand nine hundred twenty five dollars ($299,925)
directly from Dutchess after deduction of fifteen thousand dollars ($15,000) for
legal  fees  and  seventy five dollars ($75) in bank fees from the initial draw.
The  fifteen  thousand  dollars  ($15,000) is treated as a direct financing cost
asset  and  amortized to operations based on the ratio of Dutchess proceeds from
sale  of  Company  shares issued to them compared to the total liability payable
with  common  stock. On September 28, 2005 Dutchess received an additional fifty
million  (50,000,000)  previously un-issued unrestricted free-trading shares, an
additional  fifty  million  (50,000,000)  previously  un-issued  unrestricted
free-trading  shares  on  November  3,  2005,  an  additional  sixty  million
(60,000,000)  previously  un-issued unrestricted free-trading shares on December
29,  2005,  an  additional  fifty  million  (50,000,000)  previously  un-issued
unrestricted  free-trading  shares  on  February  27  , 2006 and a final fifteen
million  (15,000,000)  previously  un-issued unrestricted free-trading shares on
March  1,  2006  towards the satisfaction of the obligation for the initial draw
amount  and  the  Company's Board approved the issuances. The $47,250 difference
between  the  $362,250  and  the  $315,000  investment was treated as a deferred
financing  cost  of which $6,705 was amortized as a cost of financing during the
three  months  ended  March 31, 2006. After Dutchess sold the last of the shares
issued in March 2006 our loan balance was $978.11. Aventura Networks, LLC issued
a  check  to  Dutchess  on  behalf  of  the  Company  to fully satisfy the debt.
Immediately  after  satisfying  our  Debt  with  Dutchess  we exchanged a mutual
release.

B.     On  June  7, 2005 the Company issued 880,000,000 shares of its previously
un-issued  common stock to Aventura Holdings, Inc. in exchange for 100% interest
in  Aventura  Networks, LLC.  The shares were valued at $0.00091 per share based
on  a  discounted  quoted  trading  price.  The  investment  is reflected on the
financial  statements  at  $800,724.  On December 29, 2005 and April 4, 2006 the
Company issued 500,000,000 and 625,000,000 shares respectively of its previously
un-issued  restricted  common  stock  in  an  exempt  issuance to Melissa Apple,
Trustee  of  the  Maria Lopez Irrevocable Trust UTD March 29, 2004 as additional
shares  due  the  owners  of  Aventura  Networks,  LLC  under  the anti-dilution
provision  contained  in  the May 27, 2005 LLC Purchase Agreement.  There are no
additional shares due under the anti-dilution provision contained in the May 27,
2005  LLC  Purchase  Agreement.

                                       23
<PAGE>

ITEM  3.     DEFAULTS  UPON  SENIOR  SECURITIES

None

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

Section  607.0704  of  the Florida Revised Statutes (the "Florida Law") provides
that  the  written  consent  of  the holders of the outstanding shares of common
stock, having not less than the minimum number of votes which would be necessary
to  authorize  or  take such action at a meeting at which all shares entitled to
vote  thereon  were present and voted, may be substituted for such a meeting. In
order  to  eliminate the costs and management time involved in obtaining proxies
and in order to effect the Proposals as early as possible in order to accomplish
the  purposes  of  the Company as hereafter described, the Board of Directors of
the Company voted to utilize, and did in fact obtain, the written consent of the
holder  of  a majority interest of the common stock of the Company, approving to
un-elect  Business  Development  Company  status.

ITEM  5.     OTHER  INFORMATION

None

                                       24
<PAGE>

ITEM  6.     EXHIBITS


REGULATION
S-B NUMBER                           EXHIBIT

31     Rule  13a-14(a)/15d-14(a)  Certification  of  Chief Executive Officer and
       Chief  Financial  Officer  of  the  Company

32     Section  906 Certification by Chief Executive Officer and Chief Financial
       Officer



                                   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.

                         AVENTURA  HOLDINGS,  INC.



May  12,  2006          By:     /s/  Craig  A.  Waltzer
                                -----------------------
                                Craig  A.  Waltzer
                                Chief  Executive  Officer,  President,  and
                                Director

                                       25
<PAGE>