**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 quarterly period ended June 30, 2006**
 
 **[
                      ]**  **TRANSITION
                      REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT**
 **For
                      the transition period from ________ to ______**
 
 **Commission
                      File Number 33-42498**
 
 **AVENTURA
                      HOLDINGS, INC.**
 
 (Exact
                      name of registrant as specified in its charter)
 
 **Florida**
                            **65-0254624**(State
                                or other jurisdiction of incorporation or organization)
                            (IRS
                                Employer Identification No.)
 
 2650
                      Biscayne Boulevard, First Floor, Miami, Florida 33137
 (Address
                      of principal executive offices)
 
 (305)
                      937-2000
 (Registrant's
                      telephone number, including area code)
 
 
 Indicate
                      by checkmark whether the registrant (1) has filed all reports
                      required to be
                      filed by Section 13 or 15(d) of the Securities Exchange Act
                      of 1934 during the
                      preceding 12 months (or for such shorter period that the registrant
                      was required
                      to file such reports) and (2) has been subject to such filing
                      requirements for
                      the past 90 days.
 Yes
                      [X]
                      No [ ]
 
 Indicate
                      by checkmark whether the registrant is a large accelerated
                      filer, an accelerated
                      filer, or a non-accelerated filer. See definition of “accelerated filer and
                      large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):
 Large
                      accelerated filer [ ] Accelerated filer [ ] Non-accelerated
                      filer
                      [X]
 
 Indicate
                      by checkmark whether the registrant is a shell company (as
                      defined in Rule 126.2
                      of the Exchange Act).
 
 Yes
                      [ ]
                      No [X]
 
 The
                      number of shares of common stock outstanding as of August 14,
                      2006 was
                      2,843,443,527.
  -1-
  **AVENTURA
                      HOLDINGS, INC.**
 Index
  PagePART
                              I. FINANCIAL INFORMATIONItem
                              1. Financial statements
                            3Balance
                                Sheet as of June 30, 2006 and December 31, 2005 (unaudited)
                            3Statements
                                of Operations for the three and six months ended June 30, 2006 and
                                2005 (unaudited)
                            4Statements
                                of Changes in Shareholder Equity (Deficit) for the
                                six months ended at
                                June 30, 2006 (unaudited)
                            5Statements
                                of Cash Flows for the six months ended June 30, 2006
                                and 2005 (unaudited)
                            6Notes
                                to Financial Statements (unaudited)
                            7Item
                              2. Management's Discussion and Analysis or Plan of
                              Operations
                            14Item
                              3. Quantitative and Qualitative Disclosures about Market
                              Risk
                            16Item
                              4.  Controls and Procedures
                            17PART
                              II. OTHER INFORMATION
                            17Item
                              1. Legal Proceedings
                            17Item
                              1A. Risk Factors
                            17Item
                              2. Unregistered Sales of Equity Securities and Use
                              of Proceeds
                            20Item
                              3. Defaults Upon Senior Securities
                            20Item
                              4. Submission of Matters to a Vote of Security Holders
                            20Item
                              5. Other Information
                            20Item
                              6. Exhibits
                            20SIGNATURES
                            21CERTIFICATIONS
  -2-
 **PART
                      I. FINANCIAL INFORMATION**
 
 **Item
                      1. Financial statements**
 **AVENTURA
                            HOLDINGS, INC.**
 **BALANCE
                            SHEETS**
 **JUNE
                            30, 2006 AND DECEMBER 31, 2005**
 (UNAUDITED)
  **June
                                    30,**
                                
                                **December
                                    31,****2006**
                                
                                **2005**(unaudited)
                                
                                (unaudited)**ASSETS:**Current
                                    AssetsCash
                                
                                365
                                
                                2,580Accounts
                                    receivable - trade
                                
                                -
                                
                                5,355Deposits
                                    - revolving trade
                                
                                -
                                
                                25,320Deferred
                                    finance charges
                                
                                -
                                
                                21,705Due
                                    from others
                                
                                -
                                
                                234Total
                                    Current Assets
                                
                                
                                365
                                
                                55,194Fixed
                                    Assets:Property
                                    and Equipment
                                
                                -
                                
                                7,111Less:
                                    accumulated depreciation
                                
                                **-**
                                
                                (1,079)Fixed
                                    Assets - net
                                
                                
                                -
                                
                                6,032Investments:Investment
                                    in equity method investee
                                
                                104,996
                                
                                -Total
                                    Investments
                                
                                
                                104,996
                                
                                -**TOTAL
                                    ASSETS**
                                
                                **$**
                                **105,361**
                                **$**
                                **61,226****LIABILITIES
                                    & SHAREHOLDERS' EQUITY:**Current
                                    Liabilities:Accounts
                                    payable
                                
                                27,859
                                
                                28,019Accrued
                                    compensation
                                **$**
                                7,500Taxes
                                    payable
                                
                                -
                                
                                5,628Liability
                                    payable with common stock
                                
                                -
                                
                                362,250Total
                                    Current Liabilities
                                
                                
                                35,359
                                
                                395,897Total
                                    Liabilities
                                
                                
                                35,359
                                
                                395,897Shareholder
                                    Equity:Common
                                    Stock; $0.001 par value; 5,000,000,000 sharesauthorized;
                                    2,843,443,527 and 2,019,657,813 shares issued
                                    and outstanding June 30,
                                    2006 and December 31, 2005
                                
                                2,843,444
                                
                                2,019,658Common
                                    stock issuable
                                
                                -
                                
                                300,000Additional
                                    Paid in Capital
                                
                                (2,110,460)
                                
                                (2,297,946)Accumulated
                                    Deficit
                                
                                (662,982)
                                
                                (356,383)Total
                                    Shareholders' Equity
                                
                                
                                70,002
                                
                                (334,671)**TOTAL
                                    LIABILITIES & SHAREHOLDERS' EQUITY**
                                **$**
                                **105,361**
                                **$**
                                **61,226**
 The
                            accompanying notes are an integral part of these financial
                            statements.
  -3-
  **AVENTURA
                              HOLDINGS, INC.**
 **STATEMENTS
                              OF OPERATIONS**
 **FOR
                              THE THREE AND SIX MONTHS ENDED JUNE 30, 2006 AND 2005**
 (UNAUDITED)
  **For
                                      the Six**
                                  
                                  **For
                                      the Six**
                                  
                                  **For
                                      the Three**
                                  
                                  **For
                                      the Three****Months
                                      Ended**
                                  
                                  **Months
                                      Ended**
                                  
                                  **Months
                                      Ended**
                                  
                                  **Months
                                      Ended****June
                                      30,**
                                  
                                  **June
                                      30,**
                                  
                                  **June
                                      30,**
                                  
                                  **June
                                      30,****2006**
                                  
                                  **2005**
                                  
                                  **2006**
                                  
                                  **2005**(unaudited)
                                  
                                  (unaudited)
                                  
                                  (unaudited)
                                  
                                  (unaudited)**OPERATING
                                      INCOM****E:****REVENUES:**Operating
                                      Revenues
                                  
                                  $
                                  39,149
                                  
                                  $
                                  312,525
                                  
                                  $
                                  16,471
                                  
                                  $
                                  80,472Cost
                                      of Goods Sold
                                  
                                  
                                  (8,094
                                  )
                                  
                                  (251,822
                                  )
                                  
                                  -
                                  
                                  
                                  (58,507
                                  )Gross
                                      Profit
                                  
                                  
                                  31,055
                                  
                                  
                                  60,703
                                  
                                  
                                  16,471
                                  
                                  
                                  21,965**EXPENSES:**Operating
                                      Expenses:Compensation
                                  
                                  
                                  7,500
                                  
                                  
                                  39,657
                                  
                                  
                                  7,500
                                  
                                  
                                  20,000Consulting
                                  
                                  
                                  1,667
                                  
                                  
                                  3,935
                                  
                                  
                                  971
                                  
                                  
                                  3,935Depreciation
                                  
                                  
                                  550
                                  
                                  
                                  9,205
                                  
                                  
                                  -
                                  
                                  
                                  1,900Investor
                                      Relations
                                  
                                  
                                  680
                                  
                                  
                                  49,000
                                  
                                  
                                  100
                                  
                                  
                                  49,000Internet
                                      Fees
                                  
                                  
                                  8,244
                                  
                                  
                                  10,218
                                  
                                  
                                  5,104
                                  
                                  
                                  6,864Membership
                                      and Trading Fees
                                  
                                  
                                  
                                  
                                  
                                  12,041
                                  
                                  
                                  -
                                  
                                  
                                  9,546Professional
                                      Fees
                                  
                                  
                                  35,585
                                  
                                  
                                  -
                                  
                                  
                                  17,575
                                  
                                  
                                  1,000Research
                                      and Development
                                  
                                  
                                  
                                  
                                  
                                  6,637
                                  
                                  
                                  -
                                  
                                  
                                  5,072General
                                      & Administrative Expenses
                                  
                                  
                                  16,342
                                  
                                  
                                  21,266
                                  
                                  
                                  4,210
                                  
                                  
                                  10,742Travel
                                      and Entertainment
                                  
                                  
                                  8,493
                                  
                                  
                                  8,875
                                  
                                  
                                  5,099
                                  
                                  
                                  6,139Total
                                      Operating Expenses
                                  
                                  
                                  79,061
                                  
                                  
                                  160,834
                                  
                                  
                                  40,559
                                  
                                  
                                  114,198Net
                                      Operating Loss
                                  
                                  
                                  (48,006
                                  )
                                  
                                  (100,131
                                  )
                                  
                                  (24,088
                                  )
                                  
                                  (92,233
                                  )**OTHER
                                      INCOME AND (EXPENSES):**Finance
                                      Costs
                                  
                                  
                                  (21,705
                                  )
                                  
                                  -
                                  
                                  
                                  -
                                  
                                  
                                  -Gain
                                      on disposal of subsidiary
                                  
                                  
                                  8,116
                                  
                                  
                                  -
                                  
                                  
                                  8,116
                                  
                                  
                                  -Warrant
                                      expense
                                  
                                  
                                  (250,000
                                  )
                                  
                                  -
                                  
                                  
                                  (250,000
                                  )
                                  
                                  -Investment
                                      Income
                                  
                                  
                                  4,996
                                  
                                  
                                  -
                                  
                                  
                                  4,996
                                  
                                  
                                  -Total
                                      Other Revenues and (Expenses)
                                  
                                  
                                  (258,593
                                  )
                                  
                                  -
                                  
                                  
                                  (236,888
                                  )
                                  
                                  -**Net
                                      Loss**
                                  
                                  $
                                  (306,599
                                  )
                                  $
                                  (100,131
                                  )
                                  $
                                  (260,976
                                  )
                                  $
                                  (92,233
                                  )LOSS
                                      PER SHARE:Net
                                      Loss Per Common Share -Basic
                                      and Diluted
                                  
                                  $
                                  (nil
                                  )
                                  $
                                  (nil
                                  )
                                  $
                                  (nil
                                  )
                                  $
                                  (nil
                                  )Weighted
                                      Common Shares Outstanding -Basic
                                      and Diluted
                                  
                                  
                                  2,584,395,642
                                  
                                  
                                  393,276,268
                                  
                                  
                                  2,852,108,054
                                  
                                  
                                  738,591,879
 The
                              accompanying notes are an integral part of these financial
                              statements.
   -4-
  **AVENTURA
                              HOLDINGS, INC.**
 **STATEMENTS
                              OF CHANGES IN SHAREHOLDERS** **EQUITY
                              (DEFICIT)**
 (UNAUDITED)
  **Common
                                      Stock**
                                  
                                  **Common
                                      Stock Issuable****Shares**
                                  
                                  
                                  **Amount**
                                  
                                  **Shares**
                                  
                                  
                                  **Amount**
                                  
                                  
                                  **Additional Paid
                                      In Capital**
                                  
                                  
                                  **Accumulated**Deficit
                                  
                                  
                                  **Total****Balance
                                    at December 31, 2005**
                                  **2,019,657,813**
                                  
                                  **$**
                                  **2,019,658**
                                  
                                  **300,000,000**
                                  
                                  **$**
                                  **300,000**
                                  
                                  **$**
                                  **(2,297,946)**
                                  
                                  **$**
                                  **(356,383)**
                                  
                                  **$**
                                  **(334,671)**Common
                                    stock issuable in exchange for portfolio company
                                    (Aventura Networks LLC)
                                    acquisition
                                  -
                                  
                                  
                                  -
                                  
                                  325,000,000
                                  
                                  
                                  325,000
                                  
                                  
                                  (325,000)
                                  
                                  
                                  -
                                  
                                  
                                  **-**Common
                                    stock issued pursuant to purchase agreement
                                  300,000,000
                                  
                                  
                                  300,000
                                  
                                  -
                                  
                                  
                                  -
                                  
                                  
                                  61,272
                                  
                                  
                                  -
                                  
                                  
                                  361,272Common
                                    stock issued in exchange for portfolio company
                                    (Aventura Networks LLC)
                                    acquisition
                                  625,000,000
                                  
                                  
                                  625,000
                                  
                                  (625,000,000)
                                  
                                  
                                  (625,000)
                                  
                                  
                                  -
                                  
                                  
                                  -
                                  
                                  
                                  -Common
                                    stock reimbursements by Company's majority shareholder
                                    for prior
                                    management's improper issuances
                                  (301,214,286)
                                  
                                  
                                  (301,214)
                                  
                                  -
                                  
                                  
                                  -
                                  
                                  
                                  301,214
                                  
                                  
                                  -
                                  
                                  
                                  -Common
                                    stock issued for Company's Ohio Funding Group,
                                    Inc.
                                  200,000,000
                                  
                                  
                                  200,000
                                  
                                  -
                                  
                                  
                                  -
                                  
                                  
                                  (100,000)
                                  
                                  
                                  -
                                  
                                  
                                  100,000250,000
                                  
                                  
                                  
                                  
                                  
                                  250,000Net
                                    Loss for the six months Ended June 30, 2006
                                  -
                                  
                                  
                                  -
                                  
                                  -
                                  
                                  
                                  -
                                  
                                  
                                  -
                                  
                                  
                                  (306,599)
                                  
                                  
                                  (306,599)**Balance
                                    at June 30, 2006**
                                  **2,843,443,527**
                                  
                                  **$**
                                  **2,843,444**
                                  
                                  **-**
                                  
                                  **$**
                                  **-**
                                  
                                  **$**
                                  **(2,110,460)**
                                  
                                  **$**
                                  **(662,982)**
                                  
                                  **$**
                                  **70,002**
 The
                            accompanying notes are an integral part of these financial
                            statements.
   -5-
  **AVENTURA
                            HOLDINGS, INC.**
 **STATEMENTS
                            OF CASH FLOWS**
 **FOR
                            THE SIX MONTHS ENDED JUNE 30, 2006 AND 2005**
 (UNAUDITED)
  **For
                                    the Six Months Ended****June
                                    30,****2006**
                                
                                **2005**(unaudited)
                                
                                
                                
                                (unaudited)Cash
                                    flows from operating activities:Net
                                    loss
                                
                                $
                                (306,599
                                )
                                
                                $
                                (100,131
                                )Adjustments
                                    to reconcile net loss to netcash
                                    used in operating activities:Amortization
                                    of deferred finance costs
                                
                                
                                21,705
                                
                                
                                
                                -Depreciation
                                
                                
                                550
                                
                                
                                
                                9,205Warrant
                                    expense payable with Company stock
                                
                                
                                250,000Equity
                                    method income pass-thru from investee
                                
                                
                                (4,996
                                )
                                
                                
                                -Gain
                                    on sale of subsidiary
                                
                                
                                (8,116
                                )Consulting
                                    fees paid with Company stock
                                
                                
                                -
                                
                                
                                
                                32,000(Increase)
                                    decrease in:Accounts
                                    receivable
                                
                                
                                5,355
                                
                                
                                
                                (58
                                )Deposits
                                    - revolving trade
                                
                                
                                25,320
                                
                                
                                
                                (69,237
                                )Prepaid
                                    consulting
                                
                                
                                -
                                
                                
                                
                                (23,612
                                )Due
                                    from others
                                
                                
                                234
                                
                                
                                
                                (1,200
                                )Increase
                                    (decrease) in:Accounts
                                    payable
                                
                                
                                12,843
                                
                                
                                
                                (13,213
                                )Accrued
                                    expenses
                                
                                
                                7,500
                                
                                
                                
                                -Customer
                                    deposits
                                
                                
                                -
                                
                                
                                
                                8,519Payroll
                                    taxes payable
                                
                                
                                (5,628
                                )
                                
                                
                                4,067Due
                                    to others
                                
                                
                                -
                                
                                
                                
                                5,700Net
                                    cash used in operating activities
                                
                                
                                (1,832
                                )
                                
                                
                                (147,960
                                )Cash
                                    flows from investing activities:Investment
                                
                                
                                -
                                
                                
                                
                                (100,000
                                )Sale
                                    of fixed assets
                                
                                
                                1,622
                                
                                
                                
                                -Cash
                                    transferred in sale of subsidiary
                                
                                
                                (1,027
                                )Purchase
                                    of fixed assets
                                
                                
                                -
                                
                                
                                
                                (22,038
                                )Net
                                    cash provided (used) in investing activities
                                
                                
                                595
                                
                                
                                
                                (122,038
                                )Cash
                                    flows from financing activities:Sale
                                    of common stock
                                
                                
                                -
                                
                                
                                
                                362,250Defered
                                    finance costs
                                
                                
                                -
                                
                                
                                
                                (62,250
                                )Payment
                                    on Stock Purchase Agreement
                                
                                
                                (978
                                )
                                
                                
                                -Net
                                    cash provided (used) by financing activities
                                
                                
                                (978
                                )
                                
                                
                                300,000Net
                                    increase in cash
                                
                                
                                (2,215
                                )
                                
                                
                                30,002Cash
                                    at beginning of period
                                
                                
                                2,580
                                
                                
                                
                                4,577Cash
                                    at end of period
                                
                                $
                                365
                                
                                
                                $
                                34,579Supplemental
                                    Disclosure of Cash Flow Information:Cash
                                    paid during the period for:Interest
                                
                                $
                                -
                                
                                
                                $
                                -Income
                                    Taxes
                                
                                $
                                -
                                
                                
                                $
                                -
 The
                            accompanying notes are an integral part of these financial
                            statements
  -6-
 **AVENTURA
                    HOLDINGS, 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
                    United States 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 operated as
                    an investment
                    holding company and acquired investments designed to build an
                    investment
                    portfolio to enhance the Company's shareholder value. As a BDC,
                    the Company was,
                    in effect, a publicly traded private equity fund, where stockholders
                    provided
                    public capital in a regulated environment for private investment
                    in smaller
                    companies. Congressional intent behind the creation of BDCs was
                    to encourage the
                    flow of public capital to private and smaller public companies.
 
 Due
                    to a
                    change in our business model, on April 24, 2006 the Company filed
                    a preliminary
                    information statement (Form 14C) with the SEC indicating that
                    the Company's
                    controlling shareholder and board of directors authorized the
                    withdrawal of the
                    BDC election. The Company filed a definitive information statement
                    (Form 14C)
                    and notification of withdrawal of business development company
                    election (Form
                    N-54C) on May 15, 2006 notifying the SEC that, pursuant to the
                    provisions of
                    Section 54(c) of the Investment Company Act of 1940 ("Investment
                    Company Act" or
                    "1940 Act"), the Company withdrew its election to be subject
                    to Sections 55
                    through 65 of the 1940 Act. Accordingly, the Company is no longer
                    subject to the
                    Investment Company Act but will continue as an operating reporting
                    public
                    company subject to the Securities Exchange Act of 1934.
 
 The
                    Company's financial statements are presented as Aventura Holdings,
                    Inc. Our
                    CUSIP number and trading symbol are 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 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 Company's financial statements
                    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 (However, see discussion of change in accounting principle
                    below). The
                    results of operations for the six months ended June 30, 2006
                    are not necessarily
                    indicative of the results of operations to be achieved for the
                    full fiscal year
                    ending December 31, 2006.
 
 The
                    election to withdraw the
                    Company as a BDC
                    under the Investment Company Act has resulted in a significant
                    change in the
                    Company ’s
                    required method of accounting. BDC financial statement presentation
                    and
                    accounting utilizes the value method of accounting used by investment
                    companies,
                    which allows BDCs to recognize income and value their investments
                    at market
                    value as opposed to historical cost.  In addition, majority-owned
                    subsidiaries are not consolidated and instead, investments in
                    those subsidiaries
                    are reflected on the balance sheet as an investment in portfolio
                    company, at
                    fair value. As an operating company, the required financial statement
                    presentation and accounting for securities held by the Company
                    utilize either
                    fair value or historical cost methods of accounting, depending
                    on the
                    classification of the investment and the
                    Company ’s
                    intent
                    with respect to the period of time it intends to hold the investment,
                    and the
                    Company and its subsidiaries are reflected for financial accounting
                    purposes as
                    a consolidated entity. The change in accounting due to the conversion
                    to an
                    operating company from a BDC is considered a change in accounting
                    principle.
 
 -7-
 *Effect*
 
 As
                    an
                    operating company, the
                    Company consolidates its financial statements with subsidiaries ,
                    thus
                    eliminating the investment account. As a result, in accordance
                    with FAS 154,
“Accounting for Changes and Error Corrections”, which requires that a change in
                    accounting principle be retrospectively applied to all prior
                    period presented,
                    the accompanying financial statements have been presented on
                    an operating and
                    consolidated basis for all current and prior periods presented
                    on a
                    retrospective basis without regard to a BDC method of accounting.
 
 Since
                    the
                    new accounting principle is being applied retroactively to prior
                    years, the
                    March 31, 2006 and 2005 comparable interim quarters are presented
                    in accordance
                    with the Statement of Financial Accounting Standards (SFAS) Number
                    3, *Reporting
                    Accounting Changes in Interim Financial Statements* on a
                    restated basis as follows:
 **For
                                  the Three**
                              
                              **For
                                  the Three****Months
                                  Ended**
                              
                              **Months
                                  Ended****March
                                  31,**
                              
                              **March
                                  31,****2006**
                              
                              **2005****OPERATING
                                  INCOM****E:****REVENUES:**Operating
                                  Revenues
                              
                              $
                              22,678
                              
                              $
                              232,053Cost
                                  of Goods Sold
                              
                              
                              (8,094
                              )
                              
                              (193,315
                              )Gross
                                  Profit
                              
                              
                              14,584
                              
                              
                              38,738**EXPENSES:**Operating
                                  Expenses:Compensation
                              
                              
                              -
                              
                              
                              19,657Consulting
                              
                              
                              696
                              
                              
                              -Depreciation
                              
                              
                              550
                              
                              
                              7,305Investor
                                  Relations
                              
                              
                              580
                              
                              
                              -Internet
                                  Fees
                              
                              
                              3,140
                              
                              
                              3,354Membership
                                  and Trading Fees
                              
                              
                              -
                              
                              
                              2,495Professional
                                  Fees
                              
                              
                              18,010
                              
                              
                              (1,000
                              )Research
                                  and Development
                              
                              
                              -
                              
                              
                              1,565General
                                  & Administrative Expenses
                              
                              
                              12,132
                              
                              
                              10,524Travel
                                  and Entertainment
                              
                              
                              3,394
                              
                              
                              2,736Total
                                  Operating Expenses
                              
                              
                              38,502
                              
                              
                              46,636Net
                                  Operating Loss
                              
                              
                              (23,918
                              )
                              
                              (7,898
                              )**OTHER
                                  INCOME AND (EXPENSES):**Finance
                                  Costs
                              
                              
                              (21,705
                              )
                              
                              -Gain
                                  on disposal of subsidiary
                              
                              
                              -
                              
                              
                              -Investment
                                  Income
                              
                              
                              -
                              
                              
                              -Total
                                  Other Revenues and (Expenses)
                              
                              
                              (21,705
                              )
                              
                              -**Net
                                  Loss**
                              
                              $
                              (45,623
                              )
                              $
                              (7,898
                              )LOSS
                                  PER SHARE:Net
                                  Loss Per Common Share -Basic
                                  and Diluted
                              
                              $
                              (nil
                              )
                              $
                              (nil
                              )Weighted
                                  Common Shares Outstanding -Basic
                                  and Diluted
                              
                              
                              2,534,657,813
                              
                              
                              323,657,813
 B
                    -
                    Summary of Significant Accounting Policies
 
 *Investments*
  The
                    Company accounts for investments, where the Company holds from
                    20% up to 50%, in
                    the common stock of an investee, using the equity method. The
                    investment is
                    initially recorded at cost and the carrying amount is adjusted
                    to recognize the
                    Company’s proportionate share of the earnings or losses of the investee
                    after
                    the date of acquisition. The amount of the adjustment is included
                    in the
                    determination of net income or loss of the Company in the period
                    of the
                    adjustment. Any dividends received from the investee reduce the
                    carrying value
                    of the investment.
 
 *Revenue
                    Recognition*
 
 The
                    Company recognizes revenues in accordance with the guidance found
                    in SEC Staff
                    Accounting Bulletin 104. Revenue is recognized when persuasive
                    evidence of an
                    arrangement exists, as services are provided and when collection
                    of the fixed or
                    determinable selling price is reasonably assured.
 
 *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 and 2005,
                    Diluted EPS loss
                    per share was the same as Basic EPS loss per share since the
                    effect of all
                    common stock equivalents was antidilutive due to the net loss.
                    At June 30, 2006
                    there were 2,551,339,181
                    issued and outstanding shares
                    that could be diluted by subsequent issuances of securities,
                    the result of which
                    would dilute future earnings per share (Note 8).
 
 **NOTE
                    3 - INVESTMENTS**
 
 The
                    Company held a 50% investment in Radio X Network and a 100% investment
                    in Radio
                    TV Network, Inc. The original cost basis of Radio X was $110,000
                    while Radio TV
                    Network, Inc. was internally developed by the Company, but was
                    carried with a $0
                    cost basis. On June 7, 2005 the Radio X Network and Radio TV
                    Network, Inc.
                    investments were assigned to T. Joseph Coleman (the Company’s former president
                    and chairman) in accordance with paragraph 8.3 of the LLC Interest
                    Purchase
                    Agreement.
 
 On
                    June
                    3, 2005 the Company purchased ten percent of VoIPBlue.com, Inc.
                    ("VoIPBlue") for
                    $100,000 pursuant to a private offering memorandum dated April
                    22, 2005. This
                    10% investment was accounted for at cost. VoIPBlue 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 depleted investment capital and Company management
                    was unable to
                    further fund 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
                    operations ceased. VoIPBlue sold some of its developed and purchased
                    software to
                    third parties without a return on capital to its investors. On
                    December 31,
                    2005, the Company's Board of Directors deemed the Company's investment
                    in
                    VoIPBlue to be worthless and caused the Company to write off
                    such investment.
 
 -8-
 On
                    May
                    16, 2006 the Company entered into several agreements with Horvath
                    Holdings, LLC
                    ("Horvath"), a Michigan limited liability Company, which owns
                    and operates
                    automobile dealerships and finance companies concentrating in
                    the sub-prime
                    lending market. These agreements included a Securities Purchase
                    Agreement
                    ("SPA"), a Class A Common Stock Purchase Warrant ("Warrant"),
                    a Registration
                    Rights Agreement and a Lock-Up Agreement (the "Transaction").
                    The parties to the
                    SPA include the Company, Horvath and one of Horvath's wholly-owned
                    subsidiaries,
                    Ohio Funding Group, Inc., a Michigan corporation ("Ohio Funding").
                    Pursuant to
                    the terms of the SPA, in exchange for contributing thirty percent
                    (30%) of the
                    equity of Ohio Funding with an agreed value of one hundred thousand
                    dollars
                    ($100,000) based on the trading price of the Company’s common stock at the time
                    of the agreement, Horvath received two hundred million (200,000,000)
                    shares of
                    common stock of the Company. As a part of the Transaction, the
                    Company issued to
                    Horvath a Warrant exercisable for one (1) year. The Warrant enables
                    Horvath to
                    contribute, at any time during the exercise period, at a fixed
                    price per share
                    of $.0005, the remaining equity interests in its subsidiaries
                    in exchange for
                    the greater of: (a) 2,528,443,528 shares of the common stock
                    of the Company, or
                    (b) that number of shares of common stock of the Company as shall
                    be required
                    for Horvath to obtain, when combined with other shares of common
                    stock of the
                    Company then cumulatively held by Horvath, at least fifty-one
                    percent (51%) of
                    the total fully-diluted shares of common stock outstanding of
                    the Company on the
                    date the Warrant is fully exercised. The Warrant immediately
                    grants to Horvath
                    one (1) Board seat designation right with respect to the Board
                    of Directors of
                    the Company, and grants one (1) additional Board seat designation
                    right, up to a
                    total of four (4) Board seat designations (including the original
                    Board seat),
                    upon each tender of a controlling equity position in a legal
                    entity controlled
                    by the Company. The Company also agreed that, at no time prior
                    to the expiration
                    of the Warrant, shall the total number of directors of the Company
                    exceed seven
                    (7). The Transaction also includes a Registration Rights Agreement
                    between
                    Horvath and the Company, which grants Horvath certain registration
                    rights
                    concerning the shares of the Company's common stock that it received
                    under the
                    SPA and those shares it will receive upon exercise of the Warrant.
                    The Company
                    is obligated to effect up to two (2) demand registrations, and
                    an unlimited
                    number of "piggyback" registrations, and to pay for certain expenses
                    incurred in
                    connection with such registrations, for a period of five (5)
                    years from the
                    Transaction closing date. Also in connection with the Transaction,
                    Melissa
                    Apple, as trustee under the Lopez Trust, the current majority
                    shareholder of the
                    Company, entered into a Lock-Up Agreement with Horvath whereby
                    the Trust agreed
                    to refrain from transferring its shares of common stock of the
                    Company ("Trust
                    Shares") to any third party, except to certain permitted transferees,
                    for a
                    period of one (1) year following the Transaction closing date
                    and to only
                    transfer up to a permitted amount of Trust Shares equal to five
                    percent (5%) of
                    the total number of shares in each of the following four (4)
                    years. The Trust
                    also granted Horvath, while the Warrant is outstanding, full
                    authority to vote,
                    in person or by proxy, all of the Trust Shares on matters submitted
                    to the vote
                    of Company's shareholders, including but not limited to, the
                    election of the
                    Company's Board of Directors. The Company believes a change in
                    control has
                    occurred as of the Transaction closing date, May 16, 2006, since
                    Horvath
                    acquired voting control of the Company. The investment was recorded
                    at its
                    original cost of $100,000 and increased by the Company’s $4,996 proportionate
                    share of the earnings of the investee after from May 16, 2006
                    through June 30,
                    2006. The amount of the adjustment is included in the determination
                    of net
                    income or loss of the Company for the three and six months ended
                    June 30, 2006
                    as other income. The warrant was valued at $250,000 using the
                    Black-Scholes
                    option pricing method using the following assumptions:
 1.
                        common
                            stock price of $0.0005 2.
                        exercise
                            price of $0.0005 3.
                        volatility
                            of 100% (based on historical volatility over the expected
                            term) 4.
                        expected
                            term of 200 days (based on the contractual term of one
                            year adjusted for
                            anticipated partial exercises during the contractual
                            term) 5.
                        expected
                            dividends of $0 6.
                        discount
                            rate of 4% 
 As
                    no
                    future consideration is connected to the warrant issuance, the
                    entire $250,000
                    was immediately expensed.
 
 -9-
 **NOTE
                    4 - COMMITMENTS AND CONTINGENCIES**
 
 A
                    -
                    Anti-Dilution and Additional Share Issuance Provisions:
 
 The
                    stock
                    purchase agreement of May 27, 2005 (with Dutchess, as described
                    below) and the
                    Aventura Networks, LLC Interest Purchase Agreement which closed
                    on June 7, 2005
                    both contained anti-dilution provisions which required the issuance
                    of
                    significant quantities of additional common shares to the Lopez
                    Trust for no
                    additional consideration. The issuance of additional shares significantly
                    diluted shareholders (see note 5B). The anti-dilution provision
                    contained in the
                    May 27, 2005 LLC Purchase Agreement is no longer in effect. Therefore,
                    no
                    additional dilutive shares are issuable under this Agreement.
 
 The
                    Company issued Horvath Holdings, LLC a Warrant exercisable for
                    one (1) year
                    which enables Horvath to contribute, at any time during the exercise
                    period, at
                    a fixed price per share of $.0005, the remaining equity interests
                    in its
                    subsidiaries in exchange for the greater of: (a) 2,528,443,528
                    shares of the
                    common stock of the Company, or (b) that number of shares of
                    common stock of the
                    Company as shall be required for Horvath to obtain, when combined
                    with other
                    shares of common stock of the Company then cumulatively held
                    by Horvath, at
                    least fifty-one percent (51%) of the total fully-diluted shares
                    of common stock
                    outstanding of the Company on the date the Warrant is fully exercised.
                    The
                    Warrant immediately grants to Horvath one (1) Board seat designation
                    right with
                    respect to the Board of Directors of the Company, and grants
                    one (1) additional
                    Board seat designation right, up to a total of four (4) Board
                    seat designations
                    (including the original Board seat), upon each tender of a controlling
                    equity
                    position in a legal entity controlled by the Company.
 
 On
                    July
                    10, 2006, the Company executed a promissory note (the "Note")
                    in favor of
                    American Dealer Enterprise Group, LLC, a Michigan limited liability
                    company
                    ("ADEG"), pursuant to which the Company established a credit
                    facility with ADEG
                    in the maximum aggregate principal amount of $750,000. The
                    aggregate advances under the Note may not exceed $150,000 in
                    each of the 12
                    month periods following July 10, 2006. The Note has a maturity
                    date of July 10,
                    2011. Borrowed funds under the Note accrue interest at a fixed
                    rate of 10% per
                    annum. On July 27, 2006, ADEG advanced $75,000 to the Company
                    under the Note,
                    which represents the current principal balance of the Note. As
                    of the date of
                    this filing, $313 in interest has accrued on such principal balance,
                    for an
                    aggregate indebtedness under the Note of $75,312. While
                    not
                    limited in its use of the borrowed funds, the Company expects
                    to use these
                    proceeds primarily to fund its day-to-day business operations.
                    Pursuant to the
                    Note, ADEG has the right, at its option, at any time after July
                    10, 2007 until
                    the earlier of: (a) July 10, 2012, or (b) the date the entire
                    outstanding
                    indebtedness of the Note is paid in full, to convert the outstanding
                    principal
                    balance and accrued interest on the Note, in whole or in part,
                    into shares of
                    common stock of the Company. The number of shares of common stock
                    into which the
                    Note may be converted is determined by dividing the aggregate
                    amount of
                    indebtedness to be converted by a factor of $.0015 per share,
                    subject to
                    rounding up to the next whole share. While
                    the
                    Company cannot accurately predict the amount, if any, of indebtedness
                    under the
                    Note that will actually be converted into shares of common stock,
                    for
                    illustrative purposes only, if the maximum amount of principal
                    is advanced under
                    the Note and thereafter converted, ADEG would be entitled to
                    receive 500,000,000
                    shares of common stock (exclusive of any accrued interest to
                    be converted). As
                    this
                    debt is considered conventional convertible debt, there is no
                    embedded
                    derivative to be accounted for. There is no beneficial conversion
                    value as the
                    conversion price exceeded the stock price on the date of the
                    note.
 
 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, to commence conducting our business
                    activities
                    as a Business Development Company ("BDC"). In April 2005, we commenced 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 offering, we filed a Form
                    1-E with
                    the SEC.  In June 2005 we closed on a $315,000 common stock
                    offering under Regulation E.
 
 -10-
 On
                    March
                    27, 2006 we filed a report of sales pursuant to Rule 609 of Regulation
                    E (Form
                    2-E) informing the SEC of our exempt share issuance activity
                    and discontinuance
                    of our offering. On
                    April
                    24, 2006 the Company filed a preliminary information statement
                    (Form 14C) with
                    the SEC and our controlling shareholder and board of directors
                    approved the
                    withdrawal of our BDC election. The Company filed a definitive
                    information
                    statement (Form 14C) and notification of withdrawal of business
                    development
                    company election (Form N-54C) on May 15, 2006 notifying the SEC
                    that, pursuant
                    to the provisions of Section 54(c), the Company withdrew its
                    election to be
                    subject to Sections 55 through 65 of the Investment Company Act
                    of 1940
                    ("Investment Company Act" or "1940 Act"). Accordingly, the Company
                    is no longer
                    subject to the Investment Company Act but will continue to be
                    subject to the
                    Securities Exchange Act of 1934.  In
                    April
                    2005 and at certain other times thereafter, we received several
                    of comment
                    letters from the SEC regarding various compliance issues with
                    regard to our
                    status as a BDC. As a result, although we believe we have been
                    vigilant in
                    attempting to comply with the relevant sections of the 1940 Act,
                    we believe we
                    may have been out of compliance with certain rules and regulations
                    governing the
                    business and affairs, financial status, and financial reporting
                    items required
                    of BDCs. 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 
issued common stock to prior management and their affiliates
                    for services and
                    without ascertainable consideration after its election as a BDC
                    in March
                    2005. This leads us to conclude we may have violated certain
                    rules and
                    regulations of the 1940 Act. On May 8, 2006 to remedy this past action, the
                    Company’s current majority shareholder (the Lopez Trust) 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 self-dealing, including inappropriate issuance of Company
                    shares to
                    themselves and their affiliates. On March 22, 2006 the Company
                    agreed to dismiss
                    the lawsuit in exchange for former management's agreement to
                    relinquish all
                    rights to approve, authorize or consent to current management’s decisions
                    pursuant to the LLC Purchase Agreement between the Company and
                    the former owners
                    of Aventura Networks, LLC. On
                    March
                    23, 2006, this lawsuit was dismissed with prejudice.
 
 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,
                    which are not readily predictable with assurance.
 
 **NOTE
                    5 - STOCKHOLDERS EQUITY AND LIABILITY PAYABLE WITH COMMON
                    STOCK**
 
 **Recapitalization**
 
 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% member
                    interest in Aventura Networks, LLC. On a retrospective basis,
                    as discussed in
                    Note 2, this transaction is accounted for as a recapitalization
                    of Aventura
                    Networks, LLC since the member of Aventura Networks, LLC acquired
                    both voting
                    and management control of the Company. Accordingly, the financial
                    statements of
                    the Company just subsequent to the recapitalization include balance
                    sheets of
                    both Aventura Networks, LLC and Aventura Holdings, Inc. at historical
                    cost, the
                    historical operations of Aventura Networks, LLC and the operations
                    of Aventura
                    Holdings, Inc. from June 7, 2005 forward. Under recapitalization
                    accounting, the
                    880,000,000 share are reflected as the original founder shares
                    of the Company
                    and the Company is deemed to have issued 645,657,813 common shares
                    to the
                    original pre-recapitalization shareholders of Aventura Holdings,
                    Inc. and
                    $22,420 of liabilities were assumed in the recapitalization.
 
 Aventura
                    Networks, LLC was originally a wholesale VoIP buyer and seller
                    of routes
                    predominantly in third-world countries where rates were high
                    and margins were
                    greater than domestic margins. Increased competition led to lower
                    prices,
                    reduced margins and Aventura Networks, LLC's exit from the VoIP
                    wholesale
                    carrier market. Aventura Networks, LLC changed direction and
                    began to further
                    develop and sell developed and third party VoIP switching and
                    internet protocol
                    private branch exchange software. Following
                    the Horvath Transaction (described below), the Board of Directors
                    determined it
                    was in the Company's best interest to shed non-core business
                    segments.
                    Accordingly, on June 30,
                    2006, the Company assigned its 100% member interest in Aventura
                    Networks, LLC to
                    Craig A. Waltzer (the Company’s president and chairman) in exchange for Mr.
                    Waltzer’s assumption of the Company's liabilities arising out of its
                    ownership
                    and/or the operation of Aventura Networks, LLC. The Company recognized
                    a gain on
                    this disposal of $8,116.
 
 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 its sole
                    shareholder, Melissa Apple, Trustee of the Maria Lopez Irrevocable
                    Trust UTD
                    March 29, 2004 (the "Lopez Trust"). Craig Waltzer, the Company's
                    President and
                    Chairman, is the former spouse of the Trustee of the Lopez Trust.
                    Subsequent to
                    the merger, the Company (then named "Sun Networks Group, Inc.")
                    changed its name
                    to Aventura Holdings, Inc and the former company was dissolved.
                    There was no
                    accounting effect of this transaction to the Company.
 
 -11-
 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 called
                            for the Company to
                            submit a draw request to Dutchess and then transfer a
                            number of shares to
                            Dutchess based upon the draw amount and current market
                            value of the
                            Company's shares. Dutchess was then entitled to sell
                            the shares in the
                            open market to recoup the draw amount plus a fifteen
                            percent (15%) profit.
                            If Dutchess had shares remaining after recouping the
                            draw amount and
                            fifteen percent (15%) profit, Dutchess was obligated
                            to return the
                            remaining shares to the Company. If Dutchess sold all
                            of the transferred
                            shares before recouping the draw amount and fifteen percent
                            (15%) profit
                            the Company was obligated to issue additional shares
                            to Dutchess until the
                            draw amount and fifteen percent (15%) profit was 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 draws under 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 granted Dutchess right
                            of first refusal
                            concerning the issuance of new Company securities. 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 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. Dutchess received an additional fifty million
                            (50,000,000)
                            previously un-issued unrestricted shares on September
                            28, 2005, an
                            additional fifty million (50,000,000) previously un-issued
                            unrestricted
                            shares on November 3, 2005, an additional sixty million
                            (60,000,000)
                            previously un-issued unrestricted shares on December
                            29, 2005, an
                            additional fifty million (50,000,000) previously un-issued
                            unrestricted
                            shares on February 27 , 2006 and a final fifteen million
                            (15,000,000)
                            previously un-issued unrestricted shares on March 1,
                            2006 towards the
                            satisfaction of the obligation for the initial draw amount.The
                            stockpurchase
                            transaction was recorded as a liability payable with
                            common
                            stockdue
                            to the criteria of FASB Statement 150 (Accounting for
                            Certain
                            FinancialInstruments
                            with Characteristics of both Liabilities and Equity (Issued5/03))
                            at the fair value of the total guaranteed return of $362,250.The
                            $62,250 difference between the $362,250 and the $300,000
                            investment was
                            treated as a deferred financing cost of which $21,705
                            and $0 was amortized
                            as a cost of financing during the six and three months
                            ended June 30,
                            2006.For
                            financial reporting purposes, all shares issued to Dutchesswere
                            not considered issued or outstanding until the final
                            settlement date in
                            March 2006 wasachieved.After
                            Dutchess sold the last of the shares issued in March
                            2006, the Company’s
                            loan balance was $978. Aventura Networks, LLC issued
                            a check to Dutchess
                            on behalf of the Company to fully satisfy the debt. Immediately
                            after
                            satisfying the Company’s debt with Dutchess a mutual release was executed.The
                            liability was reclassified to equity and the issuance
                            of 300,000,000
                            shares of Company common stock was reflected as a March
                            2006
                            transaction. 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%
                            member interest in Aventura Networks, LLC (See recapitalization
                            above).
                            The shares were valued at $0.00091 per share based on
                            a discounted quoted
                            trading price. The investment was recorded before consolidation
                            on the
                            Company’s books at $800,724. On December 29, 2005 500,000,000
                            shares were
                            issued and 300,000,000 shares became issuable to the
                            Lopez Trust as
                            additional shares due to 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 the Lopez Trust. There are no additional shares
                            due under the
                            anti-dilution provision contained in the May 27, 2005
                            LLC Purchase
                            Agreement since the Stock Purchase Agreement with Dutchess
                            was completed
                            on March 6, 2006. C.
                        On
                            May 16, 2006 the Company issued 200,000,000 shares of
                            its previously
                            un-issued common stock and a warrant to acquire a controlling
                            interest in
                            the Company to Horvath Holdings, LLC in exchange for
                            a 30% equity interest
                            in Ohio Funding Group, Inc. with an agreed value of one
                            hundred thousand
                            dollars ($100,000). D.
                        On
                            May 8, 2006 a principal stockholder contributed 301,214,286
                            common shares
                            back to the Company to remedy certain 1940 Act non-compliance
                            issues as
                            discussed in Note 4(B). 
 -12-
 **NOTE
                    6 - GOING CONCERN**
 
 As
                    reflected in the accompanying financial statements, the Company
                    had (1) an
                    accumulated deficit of $662,982 at June 30, 2006; (2) net losses
                    of $306,599 and
                    $260,976 for the six and three months ended June 30, 2006; (3)
                    a working capital
                    deficit of $34,994 at June 30, 2006; and (4) cash used in operations
                    in for the
                    six months ended June 30, 2006 of $1,832.
 
 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 provide
                    the opportunity for the Company to continue as a going concern.
 
 **NOTE
                    7 - SUBSEQUENT EVENTS**
  On
                    July
                    10, 2006, the Company executed a promissory note (the "Note")
                    in favor of
                    American Dealer Enterprise Group, LLC, a Michigan limited liability
                    company
                    ("ADEG"), pursuant to which the Company established a credit
                    facility with ADEG
                    in the maximum aggregate principal amount of $750,000. The
                    aggregate advances under the Note may not exceed $150,000 in
                    each of the 12
                    month periods following July 10, 2006. The Note has a maturity
                    date of July 10,
                    2011. Borrowed funds under the Note accrue interest at a fixed
                    rate of 10% per
                    annum. On July 27, 2006, ADEG advanced $75,000 to the Company
                    under the Note,
                    which represents the current principal balance of the Note. As
                    of the date of
                    this filing, $313 in interest has accrued on such principal balance,
                    for an
                    aggregate indebtedness under the Note of $75,313. While
                    not
                    limited in its use of the borrowed funds, the Company expects
                    to use these
                    proceeds primarily to fund its day-to-day business operations.
  Pursuant
                    to the Note, ADEG has the right, at its option, at any time after
                    July 10, 2007
                    until the earlier of: (a) July 10, 2012, or (b) the date the
                    entire outstanding
                    indebtedness of the Note is paid in full, to convert the outstanding
                    principal
                    balance and accrued interest on the Note, in whole or in part,
                    into common stock
                    of the Company. The number of shares of common stock into which
                    the Note may be
                    converted shall be determined by dividing the aggregate amount
                    of indebtedness
                    to be converted by a factor of $.0015 per share, subject to rounding
                    up to the
                    next whole share. While the Company can not accurately predict
                    the amount, if
                    any, of the debt under the Note that will be converted into shares
                    of common
                    stock, for illustrative purposes only, if the maximum amount
                    of principal is
                    advanced and converted, ADEG would be entitled to receive 500,000,000
                    shares of
                    common stock (exclusive of any accrued interest on such funds
                    to be converted).
                    As this debt is considered conventional convertible debt, there
                    is no embedded
                    derivative to be accounted for. There is no beneficial conversion
                    value as the
                    conversion price exceeded the stock price on the date of the
                    note.
 
 **NOTE
                    8 - OUTSTANDING WARRANT**
 
 A
                    summary
                    of the Company’s outstanding warrant as of June 30, 2006 including all changes
                    during the current fiscal year is presented below:
 
 
 ****
                          **Shares**
                          ****
                          **Weighted
                              Average Exercise Price**Warrant
                              issued on May 16, 2006:
                          2,551,339,181
                          **$**
                          0.0005Warrant
                              expirations in 2006
                          0
                          ****Total
                              Warrant Outstanding at June 30, 2006
                          2,551,339,181
                          **$**
                          0.0005****Summary
                              of activity from issuance of the warrant
                          0
                          **$**on
                              May 16, 2006 through June 30, 2006****Balance
                              at June 30, 2006
                          2,551,339,181
                          **$**
                          0.0005Exercisable
                              at June 30, 2006
                          2,551,339,181
                          **$**
                          0.0005
 
 As
                    noted
                    above, the Company issued a Warrant to Horvath Holdings, LLC
                    ("Horvath") that
                    enables Horvath to contribute, at any time during the period
                    beginning on May
                    16, 2006 (the "Issue Date"), and ending on May 16, 2007, at a
                    fixed price per
                    share of $.0005, the remaining equity interests in Horvath's
                    subsidiaries in
                    exchange for the greater of: (a) 2,528,443,528 shares of the
                    common stock of the
                    Company, or (b) that number of shares of common stock of the
                    Company as shall be
                    required for Horvath to obtain, when combined with other shares
                    of common stock
                    of the Company then cumulatively held by Horvath, at least fifty-one
                    percent
                    (51%) of the total fully-diluted shares of common stock outstanding
                    of the
                    Company on the date the Warrant is fully exercised. As of the
                    date of this
                    filing, the number of shares of common stock to which Horvath
                    would be entitled
                    if it fully exercised the Warrant is 2,551,339,181. This would
                    significantly
                    dilute the ownership of our common stockholders.
 
 -13-
 **Item
                    2.**  **Management's Discussion and Analysis or Plan of Operations**
  
 The
                    following discussion should be read in conjunction with our financial
                    statements
                    and notes thereto appearing elsewhere in this report.
 
 **CAUTIONARY
                    STATEMENT REGARDING FORWARD-LOOKING INFORMATION**
 This
                    Form
                    10-Q for the quarter ended June 30, 2006 contains forward-looking
                    statements
                    within the meaning of Section 27A of the Securities Act of 1933,
                    as amended, and
                    Section 21E of the Securities Exchange Act of 1934, as amended.
                    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 are 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.
 
 **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 to extinguish the
                    debt.
 
 On
                    April
                    24, 2006 the Company filed a preliminary information statement
                    (Form 14C) with
                    the Securities and Exchange Commission ("SEC") and our controlling
                    shareholder
                    voted to withdraw our Business Development Company ("BDC") election.
                    The Company
                    filed a definitive information statement (Form 14C) and notification
                    of
                    withdrawal of business development company election (Form N-54C)
                    on May 15,
                    2006, notifying the SEC that, pursuant to the provisions of Section
                    54(c), the
                    Company withdrew its election to be subject to Sections 55 through
                    65 of the
                    Investment Company Act of 1940 ("Investment Company Act" or "1940
                    Act").
                    Accordingly, the Company is no longer subject to the Investment
                    Company Act but
                    will continue as an operating reporting public company, and is
                    subject to the
                    Securities Exchange Act of 1934.
 
 On
                    May
                    16, 2006 the Company entered into several agreements with Horvath
                    Holdings, LLC
                    ("Horvath"), a Michigan limited liability Company, which owns
                    and operates
                    automobile dealerships and finance companies concentrating in
                    the sub-prime
                    lending market. These agreements included a Securities Purchase
                    Agreement
                    ("SPA"), a Class A Common Stock Purchase Warrant ("Warrant"),
                    a Registration
                    Rights Agreement and a Lock-Up Agreement (the "Transaction").
                    The parties to the
                    SPA include the Company, Horvath and one of Horvath's wholly-owned
                    subsidiaries,
                    Ohio Funding Group, Inc., a Michigan corporation ("Ohio Funding").
                    Pursuant to
                    the terms of the SPA, in exchange for contributing thirty percent
                    (30%) of the
                    equity of Ohio Funding with an agreed value of one hundred thousand
                    dollars
                    ($100,000), Horvath received two hundred million (200,000,000)
                    shares of common
                    stock of the Company. As a part of the Transaction, the Company
                    issued to
                    Horvath a Warrant exercisable for one (1) year. The Warrant enables
                    Horvath to
                    contribute, at any time during the exercise period, at a fixed
                    price per share
                    of $.0005, the remaining equity interests in its subsidiaries
                    in exchange for
                    the greater of: (a) 2,528,443,528 shares of the common stock
                    of the Company, or
                    (b) that number of shares of common stock of the Company as shall
                    be required
                    for Horvath to obtain, when combined with other shares of common
                    stock of the
                    Company then cumulatively held by Horvath, at least fifty-one
                    percent (51%) of
                    the total fully-diluted
                    shares of common stock outstanding of the Company on the date
                    the Warrant is
                    fully exercised. The Warrant immediately grants to Horvath one
                    (1) Board seat
                    designation right with respect to the Board of Directors of the
                    Company, and
                    grants one (1) additional Board seat designation right, up to
                    a total of four
                    (4) Board seat designations (including the original Board seat),
                    upon each
                    tender of a controlling equity position in a legal entity controlled
                    by the
                    Company. The Transaction also includes a Registration Rights
                    Agreement between
                    Horvath and the Company, which grants Horvath certain registration
                    rights
                    concerning the shares of the Company's common stock that it received
                    under the
                    SPA and those shares it will receive upon exercise of the Warrant.
                    The Company
                    is obligated to effect up to two (2) demand registrations, and
                    an unlimited
                    number of "piggyback" registrations, and to pay for certain expenses
                    incurred in
                    connection with such registrations, for a period of five (5)
                    years from the
                    Transaction closing date. Also in connection with the Transaction,
                    Melissa
                    Apple, as trustee under the Maria Lopez Irrevocable Trust UTD
                    March 29, 2004
                    (the "Trust"), the current majority shareholder of the Company,
                    entered into a
                    Lock-Up Agreement with Horvath whereby the Trust agreed to refrain
                    from
                    transferring its shares of common stock of the Company ("Trust
                    Shares") to any
                    third party, except to certain permitted transferees, for a period
                    of one (1)
                    year following the Transaction closing date and to only transfer
                    up to a
                    permitted amount of Trust Shares equal to five percent (5%) of the total number
                    of Trust Shares in each of the following four (4) years. The
                    Trust also granted
                    Horvath, while the Warrant is outstanding, full authority to
                    vote, in person or
                    by proxy, all of the Trust Shares on matters submitted to the
                    vote of Company's
                    shareholders, including but not limited to, the election of the
                    Company's Board
                    of Directors.
 
 Pursuant
                    to the Transaction, a change in control of the Company has occurred
                    as of the
                    Transaction closing date, May 16, 2006, since Horvath acquired
                    voting control of
                    the Company. As set forth above, the Trust (the Company's majority
                    shareholder)
                    granted Horvath full authority to vote all of the Trust Shares
                    while the Warrant
                    remains outstanding and the Warrant grants Horvath up to a total
                    of four (4)
                    Board seat designations with respect to the Board of Directors
                    of the Company.
                    The Company also agreed that, at no time prior to the expiration
                    of the Warrant,
                    shall the total number of directors of the Company exceed seven
                    (7). Following
                    the Transaction, Horvath beneficially owns 2,959,502,446 shares
                    of common stock
                    of the Company, or approximately 51% of the voting securities
                    of the Company,
                    which includes: (1) 200,000,000 shares of the Company's common
                    stock received by
                    Horvath in the Transaction, and (2) 2,759,502,446 shares of the
                    Company's common
                    stock assuming full exercise of the Warrant as of the Transaction
                    closing
                    date.
 
 On
                    June
                    30, 2006 the Company assigned its 100% member interest in Aventura
                    Networks, LLC
                    to Craig A. Waltzer (the Company’s president and chairman) in exchange for Mr.
                    Waltzer’s assumption of **** liabilities
                    arising out of the Company's ownership or operation of Aventura
                    Networks, LLC .
 
 On
                    July
                    10, 2006, the Company executed a promissory note (the "Note")
                    in favor of
                    American Dealer Enterprise Group, LLC, a Michigan limited liability
                    company
                    ("ADEG"), pursuant to which the Company obtained a loan from
                    ADEG in the maximum
                    aggregate principal amount of $750,000. The aggregate advances
                    under the Note
                    may not exceed $150,000 in each of the 12 month periods following
                    July 10, 2006.
                    The Note has a maturity date of July 10, 2011. Borrowed funds
                    under the Note
                    accrue interest at a fixed rate of 10% per annum. On July 27,
                    2006, ADEG
                    advanced $75,000 to the Company under the Note, which represents
                    the current
                    principal balance of the Note. As of the date of this filing,
                    approximately
                    $34.93 [17 days at 10%] in interest has accrued on such principal
                    balance, for
                    an aggregate indebtedness under the Note of $75,034.93. While
                    not limited in its
                    use of the borrowed funds, the Company expects to use them primarily
                    to fund its
                    day-to-day business operations.
  Pursuant
                    to the Note, ADEG has the right, at its option, at any time after
                    July 10, 2007
                    and continuing thereafter until the earlier of: (a) July 10,
                    2012, or (b) the
                    date the entire outstanding indebtedness of the Note shall have
                    been paid in
                    full, to convert the outstanding principal balance and accrued
                    interest on the
                    Note, in whole or in part, into fully paid and nonassessable
                    shares of common
                    stock of the Company. The number of shares of common stock into
                    which the Note
                    may be converted shall be determined by dividing the aggregate
                    amount of
                    indebtedness to be converted by a factor of $.0015 per share,
                    provided, however,
                    that the resulting number of shares of common stock shall be
                    rounded up to the
                    next whole share. While the Company cannot accurately predict
                    the amount, if
                    any, of debt under the Note that will be converted into shares
                    of common stock,
                    for illustrative purposes only, if the maximum amount of principal
                    is advanced
                    and converted, ADEG would be entitled to receive 500,000,000
                    shares of common
                    stock (exclusive of any accrued interest on such funds to be
                    converted).
 
 -14-
 **RESULTS
                    OF OPERATIONS**
 
 The
                    Company was retrospectively consolidated, for financial reporting
                    with its
                    wholly owned subsidiary, Aventura Networks, LLC, through and
                    until June 30,
                    2006, when the Company assigned
                    its 100% member interest in Aventura Networks, LLC to Craig A.
                    Waltzer (the
                    Company’s president and chairman) in exchange for Mr. Waltzer’s assumption
                    of **** the
                    Company's liabilities arising out of ownership or operation of Aventura
                    Networks, LLC. The
                    Company’s 30% investment in Ohio Funding Group, Inc. is accounted for
                    using the
                    equity method of accounting where the Company’s investment is adjusted based on
                    the Company’s ownership ratio of Ohio Funding Group, Inc. multiplied by Ohio
                    Funding Group, Inc.’s net income.
 
 **REVENUES**
 
 Revenues
                    for the six and three months ended June 30, 2006 were $39,149
                    and $16,471 as
                    compared to revenues for the six and three months ended June
                    30, 2005 of
                    $312,525 and $80,472 and were derived from our subsidiary at
                    that time, Aventura
                    Networks, LLC.
 
 **OPERATING
                    AND OTHER EXPENSES**
 
 Operating
                    expenses for the six and three months ended June 30, 2006 were
                    $79,061 and
                    $40,559 as compared to operating expenses for the six and three
                    months ended
                    June 30, 2005 of $160,834 and $114,198.
 
 Financing
                    expenses were $21,705 and $0 for the six and three months ended
                    June 30, 2006
                    compared to $0 and $0 for the comparable six and three months
                    ended June 30,
                    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 $306,599 and
                    $260,976 or
                    $(nil) and $(nil) per share for the six and three months ended
                    June 30, 2006 as
                    compared to a net loss of $100,131 and $92,233 or ($.nil) and
                    $(nil) per share
                    for the six and three months ended June 30, 2005.
 
 **LIQUIDITY
                    AND CAPITAL RESOURCES**
 
 At
                    June
                    30, 2006, we had an accumulated deficit of $662,982 and working
                    capital deficit
                    of $34,994.
 
 We
                    have
                    no material commitments for capital expenditures.
 
 Net
                    cash
                    used in operations during the six months ended June 30, 2006
                    was $1,832.
                    Non-cash amortization of deferred financing costs of $21,705,
                    warrant expense
                    payable with Company common stock of $250,000 and a net decrease
                    in revolving
                    trade deposits of $25,320 in our former subsidiary Aventura Networks,
                    LLC were
                    the primary factors contributing to the difference between our
                    net loss and use
                    of cash. In the comparable period of 2005, we had net cash used
                    in operations of
                    $147,960, primarily relating to the net loss of $101,131, a net
                    increase in
                    revolving trade deposits of $69,237 in our former subsidiary
                    Aventura Networks,
                    LLC.
 
 Net
                    cash
                    generated by investing activities for the six months ended June
                    30, 2006 was
                    $595. Net cash used by investing activities for the six months
                    ended June 30,
                    2005 was $122,038 and consisted of a $100,000 minority interest
                    investment in
                    VoIPBlue and purchases of fixed assets in the amount of $22,038.
 
 Net
                    cash
                    used by financing activities for the six months ended June 30,
                    2006 was $978 as
                    compared to net cash provided by financing activities of $300,000
                    for the six
                    months ended June 30, 2005. During the six months ended June
                    30, 2006 we paid
                    $978 in cash to extinguish our debt to Dutchess Private Equities
                    Fund II, LP. In
                    the comparable period of 2005, we entered into a Stock Purchase
                    Agreement with
                    Dutchess, received net advances of $300,000.
 
 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 make other investments in Horvath Holdings, LLC ("Horvath")
                    companies. Horvath owns and operates successful automobile dealerships
                    and
                    finance companies concentrating in the sub-prime market. Horvath's
                    executives
                    have decades of automobile industry experience including key
                    public company
                    positions. If Horvath exercises its rights under the Warrant
                    and takes control
                    of the Company, we expect to pursue a different business model
                    consistent with
                    Horvath's 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.
  -15-
 **Item
                    3.**  **Quantitative** **and
                    Qualitative** **Disclosures
                    about Market Risk**
 
 The
                    Company does not currently engage in transactions in derivative
                    financial
                    instruments or derivative commodity instruments. As of June 30,
                    2006, the
                    Company’s financial instruments were not exposed to significant market
                    risk due
                    to interest rate risk, foreign currency exchange risk, commodity
                    price risk or
                    other relevant market risks, such as equity price risk.
 
 However,
                    as discussed elsewhere in this Form 10-Q, the Company currently
                    owns 30% of Ohio
                    Funding Group, Inc., a company partially owned by Horvath. Through
                    exercise of
                    the Warrant, management expects to secure additional investments
                    in Horvath
                    companies in the future. Horvath owns and operates automobile
                    dealerships and
                    finance companies, including Ohio Funding Group, Inc., that concentrate
                    in the
                    sub-prime market. If Horvath fully exercises its rights under
                    the Warrant, we
                    expect to pursue a business model consistent with Horvath's current
                    business
                    operations, including possible further acquisitions within the
                    automobile sales
                    and sub-prime lending industry. In view of our current investment
                    in Ohio
                    Funding Group, Inc. and our anticipated business operations by
                    virtue of
                    exercise of the Warrant, we may also be subject to the following
                    market
                    risk:
 
 ***Interest
                    Rate Risk***
 
 Our
                        anticipated operations are expected to be leveraged and sensitive to
                        the
                        difference between the interest rates we pay for borrowed
                        funds and
                        the
                        interest rates we charge in our lending operations. Horvath's current
                        dealer financing operations involve fixed rate obligations, which
                        generally are not subject to interest rate risk. To the extent
                        we may
                        borrow funds to finance our operations at variable rates,
                        or our financing
                        operations are modified to include variable rate instruments, we
                        may
                        become subject to risks arising from interest rate fluctuations. Our
                        potential exposure to interest rate risk arises primarily
                        from changes
                        in prime lending rates of commercial banks, which are in
                        turn impacted
                        by the policies and practices of the United States Federal Reserve
                        Board, among other things.
 
 **Item
                    4.**  **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. In addition, 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.
 
 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.
 
 -16-
 **PART
                    II.**  **OTHER
                    INFORMATION**
 
 **Item
                    1.**  **Legal
                    Proceedings**
 
 None
 
 **Item
                    1A. 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, you should
                    carefully consider
                    the risks described below before investing in our publicly-traded
                    securities.
                    The risks described below are not the only ones facing us. Our
                    business is also
                    subject to the risks that affect many other companies, such as
                    competition,
                    technological obsolescence, labor relations, general economic
                    conditions and
                    geopolitical changes. Additional risks not currently known to
                    us or that we
                    currently believe are immaterial also may impair our business
                    operations and our
                    liquidity.
 
 ***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 your 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, while 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.
 
 ***You
                    will be diluted if we issue additional common stock, options
                    to purchase common
                    stock and/or debt or equity securities convertible into common
                    stock.***
 
 From
                    time
                    to time, the Company may issue additional shares of its common
                    stock, options
                    for additional shares of its common stock and/or equity or debt
                    securities
                    convertible into common stock. Any issuances of additional shares
                    of common
                    stock pursuant to the foregoing will result in dilution to our
                    existing
                    shareholders.
 
 ***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 reduce the value
                    of our common
                    stock. 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 the
                    Company.
  ***Long-term
                    debt repayment obligation.***
 
 The
                    Company executed a promissory note (the "Note") in favor of American
                    Dealer
                    Enterprise Group, LLC, a Michigan limited liability company ("ADEG"),
                    pursuant
                    to which the Company established
                    a credit facility with ADEG in
                    the maximum aggregate principal amount of $750,000. The aggregate
                    advances under
                    the Note may not exceed $150,000 in each of the 12 month periods
                    following July
                    10, 2006. The Note has a maturity date of July 10, 2011. Borrowed
                    funds under
                    the Note accrue interest at a fixed rate of 10% per annum. On
                    July 27, 2006,
                    ADEG advanced $75,000 to the Company under the Note, which represents
                    the
                    current principal balance of the Note. As of the date of this
                    filing, $313 in
                    interest has accrued on such principal balance, for an aggregate
                    indebtedness
                    under the Note of $313. Our leveraged position could have adverse
                    consequences,
                    including requiring us to use substantial portions of operating
                    cash flow to
                    meet interest and principal repayment obligations, exposing us
                    to interest rate
                    fluctuations, increasing our vulnerability to changes in economic
                    conditions and
                    limiting our ability to obtain additional financing and/or capitalize
                    on
                    potential growth opportunities.
 
 ***We
                    may be subject to various industry-specific risks associated
                    with our
                    anticipated business operations.***
 
 As
                    discussed elsewhere in this Form 10-Q, the Company currently
                    owns 30% of Ohio
                    Funding Group, Inc., a company partially owned by Horvath. Through
                    exercise of
                    the Warrant, management expects to secure additional investments
                    in Horvath
                    companies in the future. Horvath owns and operates automobile
                    dealerships and
                    finance companies, including Ohio Funding Group, Inc., that concentrate
                    in the
                    sub-prime market. If Horvath fully exercises its rights under
                    the Warrant, we
                    expect to pursue a business model consistent with Horvath's business
                    operations,
                    including possible further acquisitions within the automobile
                    sales and
                    sub-prime lending industry. Accordingly, our current investment
                    in Ohio Funding
                    Group, Inc. and our anticipated business operations may also
                    be subject to
                    various risks associated with automobile sales and the sub-prime
                    lending
                    industry, including, but not limited to, the following:
 
 *Sub-Prime
                    Lending Risks* .
                    The
                    sub-prime consumer finance market is comprised of borrowers who
                    are unable to
                    obtain traditional financing through a bank or captive finance
                    company due to
                    either incomplete or negative credit histories. Consequently,
                    the likelihood of
                    delinquency or default is significantly higher for sub-prime
                    consumers in
                    comparison to prime consumers. For these reasons, the finance
                    contracts for
                    sub-prime consumers bear significantly higher interest rates.
                    Our profitability
                    will depend on our ability to properly evaluate the creditworthiness
                    of
                    sub-prime consumers and efficiently service and enforce such
                    contracts. If our
                    losses due to delinquency or default of our customers exceed
                    the proceeds of our
                    loans that remain current, our financial performance will be
                    significantly
                    adversely affected.
 
 *Leveraged
                    Operations and Interest Rate Sensitivity.* Our
                    anticipated operations will be highly leveraged and sensitive
                    to the difference
                    between the interest rate we pay for borrowed funds and the interest
                    rates at
                    which we finance the purchase of automobiles by our customers.
                    Our leveraged
                    position could have adverse consequences, including requiring
                    us to use
                    substantial portions of operating cash flow to meet interest
                    and principal
                    repayment obligations, exposing us to interest rate fluctuations,
                    increasing our
                    vulnerability to changes in economic conditions and limiting
                    our ability to
                    obtain additional financing and/or capitalize on potential growth
                    opportunities.
                    To the extent we are unable to maintain a sufficient margin between
                    the interest
                    rate on our borrowed funds and the interest rate we charge customers,
                    our
                    financial performance will be significantly adversely affected.
 
 *Substantial
                    Need for Capital* .
                    The
                    operation of used car dealerships and finance companies requires
                    substantial
                    capital to acquire and maintain inventory, originate finance
                    contracts and
                    maintain facilities. There is no assurance that our current or
                    future access to
                    borrowed funds will be sufficient to meet our capital needs.
                    In the event we
                    need to seek additional financing in the future, there is no
                    assurance that we
                    will be able to obtain such financing when needed or on acceptable
                    terms.
 
 *Business
                    Cycles.* Sales of
                    motor vehicles historically been cyclical, fluctuating with general
                    economic
                    cycles. During economic downturns, the automotive retailing and
                    financing
                    industry tends to experience the same periods of decline and
                    recession as those
                    experienced in the general economy. We believe that the automobile
                    sales
                    industry is influenced by national and local economic conditions
                    and
                    particularly by consumer confidence, employment rates, the level
                    of personal
                    discretionary spending, interest rates and credit availability.
                    There can be
                    assurance that the industry will not experience sustained periods
                    of declines in
                    vehicle sales in the future. Any such sustained declines would
                    have a material
                    adverse effect on our financial condition, results of operations
                    and/or cash
                    flow.
 
 *Competition* .
                    The
                    sub-prime consumer automobile and finance market is very fragmented
                    and highly
                    competitive. We believe that there are numerous non-traditional
                    consumer sales
                    and finance sources serving this market. Traditional automobile
                    financing
                    sources include commercial banks, savings and loans, credit unions,
                    captive
                    finance companies of automobile manufacturers and other consumer
                    lenders, many
                    of which have significantly greater resources than we do. To
                    the extent that
                    traditional and non-traditional sales and finance source lenders
                    significantly
                    expand their activities in this market, our ability to be competitive
                    may be
                    adversely affected.
 
 -17-
 ***Loss
                    of certain protections because of non-BDC status.***
 
 When
                    the
                    Company ceased to be a BDC regulated under the Investment Company
                    Act of 1940
                    ("1940 Act") in May 2006, the shareholders lost certain protections,
                    including,
                    but not limited to, the following: **
  ·
                        The
                            Company is no longer be subject to the requirement that
                            it maintain a
                            ratio of assets to senior securities of at least 200%;  ·
                        The
                            Company is no longer prohibited from protecting any director
                            or officer
                            against any liability to the Company or the Company's
                            shareholders arising
                            from willful malfeasance, bad faith, gross negligence,
                            or reckless
                            disregard of the duties involved in the conduct of that
                            person's office;  ·
                        The
                            Company is no longer required to ensure that a majority
                            of the directors
                            are persons who are not "interested persons," as that
                            term is defined in
                            section 56 of the 1940 Act, and certain persons that
                            would be prevented
                            from serving on the Company's board if it were a BDC
                            (such as investment
                            bankers) will be able to serve on the Company's board;  ·
                        The
                            Company is no longer subject to provisions of the 1940
                            Act regulating
                            transactions between BDCs and certain affiliates and
                            restricting the
                            Company's ability to issue warrants and options;  ·
                        The
                            Company is no longer obligated to subject a material
                            change in its
                            fundamental investment policies to the approval of its
                            shareholders;  ·
                        The
                            Company is no longer subject to provisions of the 1940
                            Act prohibiting the
                            issuance of securities at below net asset value;  ·
                        The
                            withdrawal of the Company's election to be regulated
                            as a BDC results in a
                            change in its method of accounting. BDC financial statement
                            presentation
                            and accounting uses the value method of accounting used
                            by investment
                            companies, which allows BDCs to recognize income and
                            value their
                            investments at market value as opposed to historical
                            cost. Operating
                            companies use either the fair-value or historical-cost
                            methods of
                            accounting for financial statement presentation and accounting
                            for
                            securities held, depending on how the investment is classified
                            and how
                            long the company intends to hold the investment. Changing
                            the Company's
                            method of accounting could reduce the market value of
                            its investments in
                            privately held companies by eliminating the Company's
                            ability to report an
                            increase in value of its holdings as they occur. The
                            Company believes
                            that, in light of its limited assets, the effect of the
                            change in method
                            of accounting should not be material. The Company does
                            not believe that
                            withdrawing its election to be regulated as a BDC will
                            have any impact on
                            its federal income tax status, because the Company never
                            elected to be
                            treated as a regulated investment company under Subchapter
                            M of the
                            Internal Revenue Code. Instead, the Company has always
                            been subject to
                            corporate level federal income tax on its income (without
                            regard to any
                            distributions it makes to its shareholders) as a "regular"
                            corporation
                            under Subchapter C of the Internal Revenue Code;
                            or  ***·***
                        Notwithstanding
                            the above, the Board will still be subject to customary
                            principles of
                            fiduciary duty with respect to the Company and its shareholders
                            and
                            investors will benefit from a number of protections and
                            corporate
                            governance requirements under the Sarbanes-Oxley Act
                            of 2002. In addition,
                            withdrawal of the Company's election to be treated as
                            a BDC did not affect
                            the Company's registration under Section 12(g) of the
                            Securities Exchange
                            Act of 1934 (the "Exchange Act"). Under the Exchange
                            Act, the Company is
                            required to file periodic reports on Form 10-K, Form
                            10-Q, Form 8-K, proxy
                            statements and other reports required under the Exchange
                            Act.  ***Management
                    has discretionary use of Company assets.***
 
 We
                    continue to look for and investigate business opportunities that
                    are consistent
                    with our business plan, including further acquisitions of interests
                    in Horvath
                    companies. Management has broad discretion with respect to the
                    acquisition of
                    interests in companies that are consistent with our anticipated
                    operations.
                    Although management intends to apply any proceeds it may receive
                    through the
                    future issuance of stock or debt to acquire or operate suitable
                    businesses, 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
                    operate in a competitive market for acquisition and investment
                    opportunities.***
 
 We
                    compete for acquisitions with a large number of companies and
                    investment funds.
                    Many of our competitors may have greater resources than we do.
                    Increased
                    competition makes it more difficult for us to make acquisitions
                    or investments
                    at attractive prices. As a result of this competition, sometimes
                    we may be
                    precluded from making otherwise attractive acquisitions or investments.
                    There
                    can be no assurance that we will be able to identify, negotiate
                    and consummate
                    acquisitions of attractive companies in light of this competition.
  ***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 costs of identifying,
                    negotiating and consummating acquisitions of businesses consistent
                    with our
                    business plan; 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
                    other general
                    economic and operational circumstances.
 
 ***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
                            financial services companies; 
 ·
                        volatility
                            resulting from trading in derivative securities related
                            to our common
                            stock including puts, calls, long-term equity anticipation
                            securities
                            ("LEAPs"), or short trading positions; 
 ·
                        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. 
 -18-
 ***OTC
                    Bulletin Board.***
 
 Our
                    common stock is quoted on the OTC Bulletin Board ("OTCBB"). The
                    OTCBB is an
                    inter-dealer, over-the-counter market that provides significantly
                    less liquidity
                    than the NASDAQ Stock Market or national or regional exchanges.
                    Securities
                    traded on the OTCBB are typically thinly traded, highly volatile,
                    have fewer
                    markets and are not followed by analysts. The SEC's order handling
                    rules, which
                    apply to NASDAQ-listed securities, do not apply to securities
                    quoted on the
                    OTCBB. Quotes for stocks included on the OTCBB are not listed
                    in newspapers.
                    Therefore, prices for securities traded solely on the OTCBB may
                    be difficult to
                    obtain and holders of our common stock may be unable to sell
                    their shares at any
                    price.
 
 ***Penny
                    Stock Rules.***
 
 Trading
                    in our securities will be subject to the "penny stock" rules
                    for the foreseeable
                    future. The SEC has adopted regulations that generally define
                    a penny stock to
                    be any equity security that has a market price of less than $5.00
                    per share,
                    subject to certain exceptions. These rules require that any broker-dealer
                    who
                    recommends our securities to persons other than prior customers
                    and accredited
                    investors must, prior to the sale, make a special written suitability
                    determination for the purchaser and receive the purchaser's written
                    agreement to
                    execute the transaction. Unless an exception is available, the
                    regulations
                    require the delivery, prior to any transaction involving a penny
                    stock, of a
                    disclosure schedule explaining the penny stock market and the
                    risks associated
                    with trading in the penny stock market. In addition, broker-dealers
                    must
                    disclose commissions payable to both the broker-dealer and the
                    registered
                    representative and current quotations for the securities they
                    offer. The
                    additional burdens imposed upon broker-dealers by such requirements
                    may
                    discourage broker-dealers from recommending transactions in our
                    securities,
                    which could severely limit the liquidity of our common stock
                    and consequently
                    adversely affect the market price of our common stock.
 
 ***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 impacted by regulations of certain state
                    regulatory
                    agencies and self-regulatory organizations. 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.
 
 ***No
                    dividends.***
 
 Holders
                    of our securities will only be entitled to dividends when, as
                    and if declared by
                    our Board of Directors. We do not expect to have a cash surplus
                    available for
                    dividends in the foreseeable future.
 
 **Item
                    2.**  **Unregistered
                    Sales of Equity Securities and Use of Proceeds**
 
 A.
                        On
                            May 16, 2006 the Company issued 200,000,000 shares of
                            its previously
                            un-issued common stock and a warrant convertible to a
                            controlling interest
                            in the Company to Horvath Holdings, LLC in exchange for
                            a 30% equity
                            interest in Ohio Funding Group, Inc. with an agreed value
                            of one hundred
                            thousand dollars ($100,000). This issuance of equity
                            securities during the
                            reporting period was reported in our Form 8-K filing
                            on May 22,
                            2006. B.
                        None. C.
                        None.  -19-
 **Item
                    3.**  **Defaults
                    Upon Senior Securities**
 
 None
 
 **Item
                    4.**  **Submission
                    of Matters to a Vote of Security Holders**
 
 The
                    Florida Corporations Code 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 take
                    action in lieu of such a meeting. In order to eliminate the costs
                    and management
                    time involved in obtaining proxies, the Board of Directors of
                    the Company
                    obtained the written consent of the holder of a majority interest
                    of the common
                    stock of the
                    Company ,
                    dated
                    April 24, 2006, to un-elect Business Development Company status.
                    On April 24,
                    2006 the Company filed a preliminary information statement (Form
                    14C) with the
                    SEC indicating that the Company's controlling shareholder had
                    authorized the
                    Company's Board of Directors voted to withdraw our BDC election.
                    The Company
                    filed a definitive information statement (Form 14C) and notification
                    of
                    withdrawal of business development company election (Form N-54C)
                    on May 15, 2006
                    notifying the SEC that, pursuant to the provisions of Section
                    54(c) of the
                    Investment Company Act of 1940, the Company withdrew its election
                    to be subject
                    to Sections 55 through 65 of the 1940 Act of the Investment Company
                    Act of
                    1940.
 
 **Item
                    5.**  **Other
                    Information**
 
 None.
 
 **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 Company32
                          Section
                              1350 Certification by Chief Executive Officer and Chief
                              Financial
                              Officer
 
 -20-
 
 
 **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.
 
 
  August
                    14, 2006   By:  /s/
                    Craig A. Waltzer
 Craig
                    A.
                    Waltzer
 Chief
                    Executive Officer, President, and
 Director