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

                                    FORM 10-Q
                                   (Mark One)

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

                      For the Quarter Ended June 30, 2005.

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

                         Commission File Number 814-00703

                             SUN NETWORK GROUP, INC.

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


             Florida                                              65-024624
  (State  or  other  jurisdiction                              (IRS  Employer
of  incorporation  or organization)                          Identification No.)

          20533 Biscayne Boulevard, Suite 1122, Aventura, Florida 33180
                    (Address of principal executive offices)

                                 (305) 937-2000
                           (Issuer's telephone number)

         1440 Coral Ridge Drive, Suite 140, Coral Springs, Florida 33071
              (Former name, former address and former fiscal year,
                          if changed since last report)

Check  whether  the issuer (1) filed all reports required to be filed by Section
13  or  15(d) of the Exchange Act during the past 12 months (or for such shorter
period  that  the  registrant  was  required  to  file  such  reports),  and
(2)  has  been subject to such filing requirements for the past 90 days. Yes [X]
No  [  ]

The  number  of  shares of common stock outstanding as of September 12, 2005 was
1,600,657,813.

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

                             SUN NETWORK GROUP, INC.

                                      Index

                                                                           Page
                                                                          Number

PART  I.    FINANCIAL  INFORMATION                                             1

Item  1.    Financial  statements                                              1

           Balance  Sheet  as of June 30, 2005 (unaudited)                     1

           Statements  of  Operations  for  the  three  months  ended
           June  30,  2005  and  2004,  from  January  1,  2005  through
           March  15,  2005,  from  March  16,  2005  through  June  30,  2005
           and  for  the six months ended June 30, 2004 (unaudited)            2

           Statements  of  Cash  Flows  for  the
           six  months  ended June 30, 2005 and 2004 (unaudited)               3

           Statement  of  Changes in Net Assets as of June 30, 2005(unaudited) 4

           Schedule  of  Investments as of June 30, 2005 (unaudited)           5

           Schedule  of  Financial  Highlights  from  March  16,  2005
           through  June  30, 2005 (unaudited)                                 6

           Notes  to  Financial Statements (unaudited)                         7

Item  2.    Management's  Discussion and Analysis or Plan of Operations       11

Item  3.    Controls  and Procedures                                          17

PART  II.   OTHER  INFORMATION                                                17

Item  1.    Legal  Proceedings                                                17

Item  2.    Unregistered  Sales of Equity Securities and Use of Proceeds      17

Item  3.    Defaults  Upon Senior Securities                                  18

Item  4.    Submission  of Matters to a Vote of Security Holders              18

Item  5.    Other  Information                                                18

Item  6.    Exhibits                                                          19

SIGNATURES                                                                    19

CERTIFICATIONS                                                                20

                          PART I. FINANCIAL INFORMATION

Item  1.  Financial  statements

<TABLE>
<CAPTION>

                             SUN NETWORK GROUP, INC.
                                  BALANCE SHEET
                                  JUNE 30, 2005

<S>                                                            <C>
                                                                                          (unaudited)
 ASSETS:
   Current Assets:
     Cash . . . . . . . . . . . . . . . . . . . . . . . . . .  $                                  62
     Prepaid consulting . . . . . . . . . . . . . . . . . . .                                 23,612
                                                               --------------------------------------
   Total Current Assets . . . . . . . . . . . . . . . . . . .                                 23,674
                                                               --------------------------------------

  Investments in and Advances to Affiliates:
    Majority owned affiliates . . . . . . . . . . . . . . . .                                941,102
    Minority owned other non-controlled affiliates. . . . . .                                100,000
                                                               --------------------------------------
  Total Investments in Affiliates . . . . . . . . . . . . . .                              1,041,102
                                                               --------------------------------------

 TOTAL ASSETS . . . . . . . . . . . . . . . . . . . . . . . .                              1,064,776
                                                               ======================================

 LIABILITIES & SHAREHOLDERS' EQUITY:
   Current Liabilities:
    Accounts Payable. . . . . . . . . . . . . . . . . . . . .                                  7,407
                                                               --------------------------------------

   Total Current Liabilities. . . . . . . . . . . . . . . . .                                  7,407
                                                               --------------------------------------

   Shareholder Equity:
    Common Stock; $0.001 par value; 5,000,000,000 shares
     authorized; 1,600,657,813 shares issued and outstanding.                              1,600,658
    Additional Paid in Capital. . . . . . . . . . . . . . . .                              9,810,226
     Deferred Consulting Fees . . . . . . . . . . . . . . . .                                (48,000)
     Accumulated Deficit. . . . . . . . . . . . . . . . . . .                            (10,305,515)
                                                               --------------------------------------

   Total Shareholders' Equity . . . . . . . . . . . . . . . .                              1,057,369
                                                               --------------------------------------

 TOTAL LIABILITIES & SHAREHOLDERS' EQUITY . . . . . . . . . .                              1,064,776
                                                               ======================================

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

</TABLE>
                                        1
<TABLE>
<CAPTION>

                             SUN NETWORK GROUP, INC.
                            STATEMENTS OF OPERATIONS

<S>                                       <C>             <C>         <C>                <C>                  <C>
                                                                      Post BDC Election  Pre BDC Election     For the Six
                                          For the Three Months Ended    From March 16    From January 1       Months Ended
                                                   June 30              Thru June 30     Thru March 15         June 30
                                        ----------------------------------------------------------------------------------------
                                             2005         2004               2005              2005               2004
                                        ----------------------------------------------------------------------------------------
                                         (unaudited)  (unaudited)         (unaudited)       (unaudited)        (unaudited)
 OPERATING INCOME:
----------------------------------------

 REVENUES:

   Operating Revenues. . . . . . . . . .  $      -   $     1,800          $        -         $    5,000   $         4,215

 EXPENSES:

   Operating Expenses:
     Compensation. . . . . . . . . . . .   949,500        94,708             949,500                  -           132,208
     Consulting. . . . . . . . . . . . .   640,000       284,236             640,000            149,000         1,396,469
     Debenture penalties . . . . . . . .         -             -                   -                  -            30,000
     Debt issuance cost amortization . .         -        23,925                   -                  -            30,925
     Investor Relations. . . . . . . . .    18,065             -              18,065                  -                 -
     Professional Fees . . . . . . . . .    35,600        13,474              54,022              2,729            23,617
     General & Administrative Expenses .    15,175        58,168              18,942             34,960            92,879
                                        --------------------------------------------------------------------------------------

   Total Operating Expenses. . . . . . . 1,658,340       474,511           1,680,529            186,689         1,706,098
                                        --------------------------------------------------------------------------------------

   Net Operating Loss. . . . . . . . . .(1,658,340)     (472,711)         (1,680,529)          (181,689)       (1,701,883)

 OTHER INCOME AND (EXPENSES):

     Settlement expense. . . . . . . . .                 (87,193)                                                (144,527)
     Interest expense. . . . . . . . . .                  (6,578)                                                 (26,159)
     Recovery of bad debt. . . . . . . .                   4,924                                  2,849             9,444
                                        --------------------------------------------------------------------------------------
 Total Other Revenues and (Expneses) . .         -       (88,847)                  -              2,849          (161,242)

 Net Loss. . . . . . . . . . . . . . ..$(1,658,340)  $  (561,558)        $(1,680,529)         $(178,840)      $(1,863,125)
                                        ======================================================================================

 LOSS PER SHARE:

   Net Loss Per Common Share -
    Basic and Diluted. . . . . . . . . .     (0.00)        (0.00)              (0.00)             (0.00)            (0.02)
                                        ======================================================================================

   Weighted Common Shares Outstanding -
     Basic and Diluted . . . . . . . .  738,591,879  128,841,879         676,545,663        323,657,813       104,401,614
                                        ======================================================================================

<FN>
The  accompanying  notes  are  an  integral  part of these financial statements.

</TABLE>
                                        2
<TABLE>
<CAPTION>

                             SUN NETWORK GROUP, INC.
                            STATEMENTS OF CASH FLOWS


<S>                                                       <C>                              <C>
                                                                             For the Six Months Ended
                                                                                      June 30
                                                          -------------------------------  -------------------------------
                                                                        2005                             2004
                                                          -------------------------------  -------------------------------
                                                                     (unaudited)                     (unaudited)
 Cash flows from operating activities:

   Net loss. . . . . . . . . . . . . . . . . . . . . . .  $                   (1,859,369)  $                   (1,863,125)
   Adjustments to reconcile net loss to net
    cash used in operating activities:

     Amortization of deferred debt issuance costs. . . .                                                           30,925
     Amortization of debt discounts to interest expense.                                                            3,062
     Stock based compensation expense. . . . . . . . . .                         949,500
     Stock based consulting expense. . . . . . . . . . .                         784,025                        1,451,728
     Settlement expense. . . . . . . . . . . . . . . . .                                                          144,527

   (Increase) decrease in:
     Prepaids. . . . . . . . . . . . . . . . . . . . . .                                                           34,000

   Increase (decrease) in:
     Accounts payable. . . . . . . . . . . . . . . . . .                          (9,993)                           3,590
     Accrued interest. . . . . . . . . . . . . . . . . .                               -                           23,097
     Accrued penalties . . . . . . . . . . . . . . . . .                               -                           30,000
     Accrued compensation, related party . . . . . . . .                               -                           54,300
     Due to stockholder. . . . . . . . . . . . . . . . .                               -                                -
                                                          -------------------------------  -------------------------------

 Net cash used in operating activities . . . . . . . . .                        (135,837)                         (87,896)
                                                          -------------------------------  -------------------------------

 Cash flows from investing activities:

     Investment in portfolio companies . . . . . . . . .                        (299,925)                               -
     Payment of Company expenses by portfolio company. .                          59,547                                -
                                                          -------------------------------  -------------------------------

 Net cash used in investing activities . . . . . . . . .                        (240,378)                               -
                                                          -------------------------------  -------------------------------

 Cash flows from financing activities:

     Proceeds from loans payable . . . . . . . . . . . .                          56,500                          824,000
     Sale of common stock. . . . . . . . . . . . . . . .                         299,925                                -
     Debt issuance costs . . . . . . . . . . . . . . . .                               -                          (71,400)
     Payments on convertible debenture . . . . . . . . .                               -                         (750,000)
                                                          -------------------------------  -------------------------------

 Net cash provided by financing activities . . . . . . .                         356,425                            2,600
                                                          -------------------------------  -------------------------------

 Net decrease in cash. . . . . . . . . . . . . . . . . .                         (19,790)                         (85,296)

 Cash at beginning of year . . . . . . . . . . . . . . .                          19,852                          101,879
                                                          -------------------------------  -------------------------------

 Cash at end of period . . . . . . . . . . . . . . . . .                              62                           16,583
                                                          ===============================  ===============================

 Supplemental Disclosure of Cash Flow Information:

 Cash paid during the period for:

     Interest. . . . . . . . . . . . . . . . . . . . . .                               -                                -
                                                          ===============================  ===============================

     Income Taxes. . . . . . . . . . . . . . . . . . . .                               -                                -
                                                          ===============================  ===============================

 Non-Cash investing and financing activities:

     Common stock issued for debentures payable. . . . .                               -                           62,188
                                                          ===============================  ===============================

     Debt issuance costs deferred in connection with
      convertible debentures . . . . . . . . . . . . . .                               -                           49,000
                                                          ===============================  ===============================

     Common stock issued for accrued compensation. . . .                               -                          242,792
                                                          ===============================  ===============================
<FN>
The  accompanying  notes  are  an  integral  part of these financial statements.

</TABLE>
                                        3
<TABLE>
<CAPTION>

                             SUN NETWORK GROUP, INC.
                       STATEMENT OF CHANGES IN NET ASSETS
                                  JUNE 30, 2005

<S>                                           <C>
                                                             From March 16
                                                                Through
                                                             June 30, 2005
                                              -----------------------------------------
                                                                            (unaudited)

  Decrease in net assets from operations:

    Net operating loss . . . . . . . . . . .                                (1,680,529)
                                              -----------------------------------------

  Net decrease in net assets from operations                                (1,680,529)

    Common stock transactions. . . . . . . .                                 2,820,724
                                              -----------------------------------------

     Total increase in net assets. . . . . .                                 1,140,195

   Net Assets:

     Beginning of Period . . . . . . . . . .                                   (82,826)
                                              -----------------------------------------

     End of Period . . . . . . . . . . . . .                                 1,057,369
                                              =========================================
<FN>
The  accompanying  notes  are  an  integral  part  of these financial statements

</TABLE>
                                        4
<TABLE>
<CAPTION>

                            .SUN NETWORK GROUP, INC.
                             SCHEDULE OF INVESTMENTS
                                  JUNE 30, 2005

<S>      <C>                                  <C>                  <C>               <C>              <C>         <C>
                                                                   Title of          Percentage of
                                                                   Securities Held   Class Held on
         Portfolio                            Primary              By The            a Fully Diluted                Fair
         Company                              Industry             Company           Basis (4)          Cost        Value
 ----------------------------------------------------------------------------------------------------------------------------
                                                                   (unaudited)        (unaudited)    (unaudited)  (unaudited)
 Investments:

   Majority Owned Affiliate (1):

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

    Aventura Networks, LLC.              Telecommunications        Member Units          100%          941,102       941,102
                                                                                                      --------      --------

  Total Majority Owned Affiliate Investments                                                          $941,102      $941,102
                                                                                                      ========      ========

   Minority Owned Other Controlled
   Affiliate (2):

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

  Total Minority Owned Other Controlled
  Affiliate Investments
                                                                                                      $110,000      $      -
                                                                                                      ========      ========

   Minority Owned Other Non-Controlled
   Affiliate (3):

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

  Total Minority Owned Other Non-Controlled Affiliate Investments                                     $100,000      $100,000
                                                                                                      ========      ========

<FN>

      (1)  Majority  owned  investments  are generally defined under the Investment Company Act of 1940 as companies in
which  we  own  more  than  50%
           of  the  voting  securities  of the company. If we own 100% of a Company, it is presented as majority owned.

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

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

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

The  accompanying  notes  are  an  integral  part  of these financial statements

</TABLE>

                                        5

<TABLE>
<CAPTION>

                             SUN NETWORK GROUP, INC.
                        SCHEDULE OF FINANCIAL HIGHLIGHTS
                       FROM MARCH 16 THROUGH JUNE 30, 2005

<S>                                                                           <C>
                                                                                  (unaudited)
Per Share Data:

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

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

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

  Dividends declared . . . . . . . . . . . . . . . . . . . . . . . . . . . .               -
                                                                              ---------------

  Net increase (decrease) in stockholders equity resulting from diividends. .              -
                                                                              ---------------

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

  Net increase (decrease) in stockholdersequity relating to share issuances.            0.00
                                                                              ---------------

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

  Per share market value at end of period. . . . . . . . . . . . . . . . . .  $         0.00
  Total return (c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         1376.61%
  Shares outstanding at end of period. . . . . . . . . . . . . . . . . . . .   1,600,657,813

  Ratio/Supplemental Data:
  Net assets at end of period. . . . . . . . . . . . . . . . . . . . . . . .  $    1,057,369
  Ratio of operating expenses to average net assets (annualized) . . . . . .          158.93%
  Ratio of net operating income to average net assets (annualized) . . . . .         -158.93%
<FN>

     (a)  Based  on  total  shares  outstanding.
     (b)  Based  on  weighted  average  shares  outstanding.
     (c  )Total  return equals the change in the ending net asset value over the beginning of
          period  net  asset  value divided  by  the  beginning  net  asset  value.

The  accompanying  notes  are  an  integral  part  of these financial statements

</TABLE>

                                        6

                             SUN NETWORK GROUP, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                   (UNAUDITED)

NOTE  1  -  NATURE  OF  ORGANIZATION

On  March  15,  2005,  the  Company filed form N-54A with the SEC Securities and
Exchange Commission to become a Business Development Company ("BDC") pursuant to
Section 54 of the Investment Company Act of 1940 ("the "1940 Act").  As a result
of its new status, the Company will now operate as an investment holding company
and  plans  to  announce a number of acquisitions and investments, each of which
will  be  designed  to  build  an investment portfolio and enhance the Company's
shareholder  value.  It  is  the  Company's  intention  to  provide  capital and
advisory  services for management buyouts, recapitalizations, and the growth and
capital  needs  of  emerging  growth  companies.

As  a  BDC,  the Company will be structured in a manner more consistent with its
current  business  strategy.  As  a  result,  the Company is positioned to raise
capital  for  acquisitions  and  investments  in  a more efficient manner and to
develop  and  expand  its  business  interests.  The  Company  is  currently
concentrating  its  investment  strategies  in  the  telephony sector based upon
experience  and  exposure  to  opportunities  but  plans to expand its potential
acquisitions  and  investments  to  other lines of business and industry, as the
acquisitions  and  investments,  in  total,  will  enhance value to stockholders
through  capital  appreciation  and  payments of dividends to the Company by its
investee  companies.

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

The Company filed for a change in name with the State of Florida on June 3, 2005
from  Sun  Network  Group,  Inc.  to  Aventura  VoIP  Networks, Inc. The Company
financial  statements  are being presented as Sun Network Group, Inc. until such
time  as  the  Company receives acceptance of a name change and new CUSIP symbol
with  the  NASD.
NOTE  2  -  BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

The accompanying unaudited financial statements have been prepared in accordance
with  generally accepted accounting principles for interim financial information
and  pursuant  to  the  rules  and  regulations  of  the Securities and Exchange
Commission  ("SEC").  The  accompanying  financial  statements  for  the interim
periods  are  unaudited  and  reflect all adjustments (consisting only of normal
recurring  adjustments) which are, in the opinion of management, necessary for a
fair  presentation  of  the  financial  position  and  operating results for the
periods  presented.  These  financial  statements  should be read in conjunction
with  the  financial  statements  of Sun Network Group, Inc. for the years ended
December  31,  2004 and 2003 and notes thereto contained in the Company's Annual
Report on Form 10-KSB for the year ended December 31, 2004 as filed with the SEC
..  The  results  of  operations  for  the six months ended June 30, 2005 are not
necessarily  indicative  of the results for the full fiscal year ending December
31,  2005.

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

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

The  results  of operations for 2005 are divided into three periods.  The period
from  January  1,  to March 15, 2005 represents the period prior to BDC election
and  the  periods from March 16, 2005 to June 30, 2005 and April 1, 2005 to June
30,  2005  representing  the  periods the Company operated as a BDC.  Accounting
principles  used  in the preparation of the financial statements beginning March
16, 2005 are different from those of prior periods and, therefore, the financial
position and results of operations of these periods are not directly comparable.
The  Company  utilizes  the  cumulative  effect method to reflect the effects of
conversion  to  a  BDC.  There  was  no  cumulative  effect  adjustment from the
conversion  to  a  BDC  in  March  2005.

                                        7

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

Investments

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

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

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

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

Revenue  Recognition

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

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

NOTE  3  -  INVESTMENTS

At  June  30,  2005, the Company held a 50% investment in Radio X Network.   The
original  cost basis was $110,000 and the fair market value at June 30, 2005 was
zero.

At  June  30,  2005 the Company held a 100% investment in Radio TV Network, Inc.
The  original  cost  basis was $0 and the fair market value at June 30, 2005 was
zero.

On June 3, 2005 the Company purchased 10 units of VoIPBlue.com, Inc. pursuant to
a  private  offering  memorandum of April 22, 2005.  Each Unit consists of (i) a
three  (3)  year promissory note (the "Note") in the principal amount of $10,000
bearing  interest  (interest  payable semi-annually) at the rate of 8% per annum
due  and  payable on the earliest of (a) the closing of any transaction in which
any  class  ofVoIPBlue.com, Inc.'s securities are exchanged for securities of an
issuer  that  is required to file reports pursuant to Section 13 or 15(d) of the
Securities  Exchange Act of 1934 (the "Act"), as amended, or (b) three (3) years
from  the  date  of  the  Note, and (ii) 10,000 Class "A" Warrants (the "Class A
Warrants"),  $.01  par  value.  Each  Class  "A" Warrant entitles the registered
holder  (the "Holder") thereof to purchase one (1) share of the Company's Common
Stock,  $.001  par value (the "Common Stock"), at an exercise price of $1.00 per
underlying  share  for  three  (3) years commencing on the date of closing.  The
Class  "A"  Warrants  are  subject  to adjustment in certain events, at any time
during the period commencing on the date hereof.  The Class "A" Warrants will be
exercisable  until  the  close  of business on the day immediately preceding the
date fixed for redemption.  The Warrants were immediately exercised and the note
was  surrendered  subsequent to the purchase.  The fair market value at June 30,
2005  was  $100,000.

                                        8

On  June  7,  2005  the  Company  issued  880,000,000  shares  of its previously
un-issued  common stock to Aventura Holdings, Inc. in exchange for 100% interest
in  Aventura  Networks,  LLC.  The  shares  were valued at a discounted price of
$0.00091  per  share  and are reflected on the financial statements at $800,724.
In  addition the company provided $299,925 in advances to Aventura Networks, LLC
and  Aventura Networks, LLC paid obligations of $59,547 for the Company and made
an  investment  on  behalf of the Company in VoIPBlue.com, Inc. in the amount of
$100,000.  The  net  amount  Aventura Networks, LLC owes the Company at June 30,
2005  is  $140,378.

NOTE  4  -  COMMITMENTS  AND  CONTINGENCIES

A  -  Anti-Dilution  Shares:
----------------------------

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

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

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

In  April 2005 and subsequently we received a series of comment letters from the
SEC  regarding various compliance issues with regard to our status as a Business
Development Company.  As a result, we currently understand that we may be out of
compliance  with certain of the rules and regulations governing the business and
affairs,  financial  status, and financial reporting items required of BDCs.  We
are  making  every  effort to comply as soon as is practicable with the relevant
sections  of  the  1940  Act and are working with our counsel to accomplish that
compliance.    While  we  are  seeking  to  comply  with the 1940 Act, we cannot
provide  any  specific  time  frame for full compliance.  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 may have granted and issued common stock
for  consulting  services  after  its election as a BDC in March 2005, which may
have  violated  certain  sections  of  the  1940 Act.  Management is considering
actions to remedy such potential violations.  As the result of such actions, the
Company  may  incur  liabilities  to  the consultants which management could not
estimate  as  of  the  date  of  this  report.

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

C  -  Violation  Of  Stock  Purchase  Agreement:
------------------------------------------------

The  Company  is  in  violation  of  provisions  of the Stock Purchase Agreement
relating to the timeliness of the issuance of the June 30, 2005 quarterly report
(Form  10-Q).  Dutchess  agreed  to  waive  penalties as the delay is related to
actions  of  past  management  and  outside  of  the  control  of  the  Company.

D  -  Other  Legal  Matters:
----------------------------

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

NOTE  5  -  STOCKHOLDERS  EQUITY

                                        9

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

A.     On  May 13, 2005 the Company granted 150,000,000 shares of its previously
un-issued  common  stock to RTV Media Corp. an affiliate of outgoing officer and
director  T.  Joseph  Coleman  in  exchange  for  settlement  of  loans totaling
$103,500.  The  shares  were valued at $0.007 per share or $1,050,000 on May 13,
2005.  The  difference between the loan and value of the securities was recorded
as $946,500 in non-cash compensation.  As a BDC, the Company is not permitted to
issue  stock  for services and is currently attempting to determine whether this
transaction is a violation of Section 23a of the Investment Company Act of 1940:
in the event that this transaction is not permitted, the Company intends to seek
recovery  of  the shares improperly issued and arrange alternate compensation to
this  recipient,  if  warranted.
B.     On  May  26,  2005 the Company issued 20,000,000 shares of its previously
un-issued  common  stock to Big Apple Consulting USA, Inc. pursuant to a June 7,
2005  Consulting  Agreement  and  recorded the issuance as non-cash compensation
valued  at $0.004 per share or $80,000 of which $32,000 was expensed and $48,000
was  deferred  as  of June 30, 2005.  The term of the agreement is three months.
12,000,000  shares  were  placed with an escrow agent for services in the second
and  third  months,  8,000,000  shares  were  delivered  directly  to  Big Apple
Consulting  USA,  Inc.  Big  Apple  Consulting USA, Inc. was also engaged by RTV
Media  Corp.  As a BDC, the Company is not permitted to issue stock for services
and is currently attempting to determine whether this transaction is a violation
of  Section  23a  of  the Investment Company Act of 1940: in the event that this
transaction is not permitted, the Company intends to seek recovery of the shares
improperly  issued  and  arrange  alternate  compensation  to this recipient, if
warranted.
C.     On  May  26,  2005 the Company issued 30,000,000 shares of its previously
un-issued  common stock to the Coleman Family Trust and recorded the issuance as
non-cash  compensation valued at $0.004 per share or $120,000 which was expensed
immediately.  The  Coleman  Family  Trust  is  believed  to  be  owned  and / or
controlled by outgoing director T. Joseph Coleman.  As a BDC, the Company is not
permitted  to  issue stock for services and is currently attempting to determine
whether this transaction is a violation of Section 23a of the Investment Company
Act  of  1940:  in the event that this transaction is not permitted, the Company
intends  to  seek recovery of the shares improperly issued and arrange alternate
compensation  to  this  recipient,  if  warranted.
D.     On  May  26,  2005 the Company issued 32,000,000 shares of its previously
un-issued  common  stock  to  Vega  7 Entertainment and recorded the issuance as
non-cash  compensation valued at $0.004 per share or $128,000 which was expensed
immediately.  Vega  7  Entertainment is believed to be owned and / or controlled
by  outgoing director T. Joseph Coleman.  As a BDC, the Company is not permitted
to  issue  stock  for  services and is currently attempting to determine whether
this  transaction is a violation of Section 23a of the Investment Company Act of
1940:  in  the event that this transaction is not permitted, the Company intends
to  seek  recovery  of  the  shares  improperly  issued  and  arrange  alternate
compensation  to  this  recipient,  if  warranted.
E.     On  May  26,  2005 the Company issued 10,000,000 shares of its previously
un-issued  common  stock  to  Stephen Kern and recorded the issuance as non-cash
compensation  valued  at  $0.004  per  share  or  $40,000  which  was  expensed
immediately.  Stephen  Kern  was  a consultant to the Company providing investor
relations.  As  a  BDC, the Company is not permitted to issue stock for services
and is currently attempting to determine whether this transaction is a violation
of  Section  23a  of  the Investment Company Act of 1940: in the event that this
transaction is not permitted, the Company intends to seek recovery of the shares
improperly  issued  and  arrange  alternate  compensation  to this recipient, if
warranted.
F.     On  May  26,  2005 the Company issued 15,000,000 shares of its previously
un-issued  common  stock  to  Peter Klamka and recorded the issuance as non-cash
compensation  valued  at  $0.004  per  share  or  $60,000  which  was  expensed
immediately.  Peter  Klamka  was an outgoing director of the Company.  As a BDC,
the  Company  is  not  permitted  to  issue  stock for services and is currently
attempting  to  determine whether this transaction is a violation of Section 23a
of the Investment Company Act of 1940: in the event that this transaction is not
permitted,  the Company intends to seek recovery of the shares improperly issued
and  arrange  alternate  compensation  to  this  recipient,  if  warranted.
G.     On  May  26,  2005 the Company issued 20,000,000 shares of its previously
un-issued  common  stock  to  Mark Rolland and recorded the issuance as non-cash
compensation  valued  at  $0.004  per  share  or  $80,000  which  was  expensed
immediately.  Mark  Rolland  was  a  consultant  to  the Company.  As a BDC, the
Company is not permitted to issue stock for services and is currently attempting
to  determine  whether  this  transaction  is  a violation of Section 23a of the
Investment  Company  Act  of  1940:  in  the  event that this transaction is not
permitted,  the Company intends to seek recovery of the shares improperly issued
and  arrange  alternate  compensation  to  this  recipient,  if  warranted.
H.     On  May  26,  2005 the Company issued 35,000,000 shares of its previously
un-issued  common  stock  to  Wilshire Capital LTD. and recorded the issuance as
non-cash  compensation valued at $0.004 per share or $140,000 which was expensed
immediately.  Wilshire  Capital LTD. is believed to be owned and / or controlled
by  outgoing director T. Joseph Coleman.  As a BDC, the Company is not permitted
to  issue  stock  for  services and is currently attempting to determine whether
this  transaction is a violation of Section 23a of the Investment Company Act of
1940:  in  the event that this transaction is not permitted, the Company intends
to  seek  recovery  of  the  shares  improperly  issued  and  arrange  alternate
compensation  to  this  recipient,  if  warranted.
I.     On  May  26,  2005 the Company issued 10,000,000 shares of its previously
un-issued  common  stock to RTV Media Corp. an affiliate of outgoing officer and
director  T.  Joseph  Coleman and recorded the issuance as non-cash compensation
valued at $0.004 per share or $40,000 which was expensed immediately.  As a BDC,
the  Company  is  not  permitted  to  issue  stock for services and is currently
attempting  to  determine whether this transaction is a violation of Section 23a
of the Investment Company Act of 1940: in the event that this transaction is not
permitted,  the Company intends to seek recovery of the shares improperly issued
and  arrange  alternate  compensation  to  this  recipient,  if  warranted.
J.     On  May  27,  2005 the Company issued 75,000,000 shares of its previously
un-issued  common  stock  to  Dutchess  Private  Equities  Fund II LP (Dutchess)
pursuant to a $5,000,000 Stock Purchase Agreement and entitles Dutchess to a 15%
return  on  its investment.  The initial funding of the stock purchase agreement
was  in the amount of $315,000 or $0.0042 per share.  Once Dutchess receives its
investment and return, the Company is entitled to request additional incremental
funding.  If  Dutchess receives its funding amount and return before selling the
75,000,000 issued shares, Dutchess will return the unsold shares to the Company.
If  Dutchess sells the 75,000,000 issued shares before receiving its funding and
return, the Company is obligated to issue additional shares to Dutchess.  In the
event  additional  shares  (over  and above the 75,000,000 issued) are issued to
Dutchess  pursuant  to  the  first increment of funding, Aventura Holdings, Inc.
will  be  entitled  to  5  times that number of shares pursuant to anti-dilution
paragraph  8.4  in  its  June  7,  2005  purchase  agreement  with  the Company.
K.     On  June  7, 2005 the Company issued 880,000,000 shares of its previously
un-issued  common stock to Aventura Holdings, Inc. in exchange for 100% interest
in  Aventura  Networks, LLC.  The shares were valued at $0.00091 per share based
on  a  discounted  quoted  trading  price.  The  investment  is reflected on the
financial  statements  at  $800,724.

                                       10

NOTE  6  -  GOING  CONCERN

As  reflected  in  the  accompanying  financial  statements,  the Company had an
accumulated  deficit of $10,305,515, net losses of $1,859,369 for the six months
ended  June  30,  2005 and working capital of $16,267 at June 30, 2005, and cash
used  in  operations  in  for  the  six  months ended June 30, 2005 of $135,837.

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

Because  the Company is regulated as a business development company, the Company
believes  that is has access to sufficient cash and capital resources to operate
and  grow its business for the next 12 months. Specifically, the Company intends
to  sell common stock permitted under the exemption from registration offered by
Regulation  E  of  the Securities Act to meet its financial needs in addition to
its  investment  goals  and  opportunities.

NOTE  7  -  SUBSEQUENT  EVENTS

On  September  12,  2005  Dutchess  requested  an  additional  fifty  million
(50,000,000)  shares to satisfy obligations of the Company's initial draw amount
relating  to  the  May  27,  2005 Stock Purchase Agreement.  The Company's Board
approved  the  Dutchess  issuance  but  has  not  acted on the two hundred fifty
million  (250,000,000) issuable (anti-dilutive) shares due to Aventura Holdings,
Inc.

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

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

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

                                       11

OVERVIEW

RISK  FACTORS

Investing  in  our  common  stock  involves  a  high  degree of risk. You should
consider carefully the risks described below and all other information contained
in this Report, including our financial statements and the related notes and the
schedules  and  exhibits  to  this  Report.

               Risks Related to Our Business and Financial Results

We  have a limited operating history as a business development company which may
impair  your  ability  to  assess  our  prospects.

Prior  to  March,  2005,  we  had not operated as a business development company
under the Investment Company Act of 1940. As a result, we have limited operating
results  under  these  regulatory  frameworks that can demonstrate to you either
their  effect  on our business or our ability to manage our business under these
frameworks.  In  addition,  prior  to  March,  2005, our management had no prior
experience managing a business development company. We cannot assure you that we
will  be  able  to  operate  successfully  as  a  business  development company.

Because  there  is  generally  no  established  market  for  which  to value our
investments,  our  board  of  directors'  determination  of  the  value  of  our
investments  may  differ materially from the values that a ready market or third
party  would  attribute  to  these  investments.

Under the 1940 Act, we are required to carry our portfolio investments at market
value  or,  if  there  is  no  readily  available market value, at fair value as
determined  by  our board. We are required by the 1940 Act to specifically value
each  individual  investment  and  to record any unrealized depreciation for any
asset  that  we  believe  has  decreased in value. Because there is typically no
public market for the equity securities of the companies in which we invest, our
board  will  determine  the fair value of these equity securities on a quarterly
basis  pursuant  to our valuation policy. Because of the inherent uncertainty of
determining  the  fair value of investments that do not have a readily available
market  value, the fair value of our investments determined in good faith by the
board of directors may differ significantly from the values that would have been
used  had  a ready market existed for the investments, and the differences could
be  material.

We  may  make loans to and invest in primarily small- and medium-sized privately
owned  companies,  which  may  default  on  their  loans,  thereby  reducing  or
eliminating  the  return  on  our  investments.

Our  portfolio primarily consists of securities issued by small and medium-sized
privately  owned  businesses.  Compared  to  larger  publicly owned firms, these
companies  may  be  more vulnerable to economic downturns, may have more limited
access  to  capital  and  higher  funding  costs,  may  have  a weaker financial
position,  and may need more capital to expand or compete. These businesses also
may  experience  substantial  variations  in  operating  results.  They may face
intense  competition, including from companies with greater financial, technical
and  marketing  resources.  Typically, they also depend for their success on the
management talents and efforts of an individual or a small group of persons. The
death,  disability or resignation of any of their key employees could harm their
financial  condition.  Furthermore,  some  of  these  companies  do  business in
regulated  industries and could be affected by changes in government regulation.
Accordingly,  these  factors  could  impair  their  cash flow or result in other
events,  such  as  bankruptcy,  which  could  limit their ability to repay their
obligations  to  us, and may adversely affect the return on, or the recovery of,
our  investment  in  these  businesses.  Deterioration in a borrower's financial
condition  and  prospects  may be accompanied by deterioration in any collateral
for  any  loan  we  may  make.

Some  of  these  companies may be unable to obtain financing from public capital
markets  or  from  traditional  credit  sources,  such  as  commercial  banks.
Accordingly,  advances  made  to  these  types  of  customers  may  entail  a
higher  risk  of  loss  than  advances made to customers who are able to utilize
traditional  credit  sources. These conditions may also make it difficult for us
to  obtain  repayment  of  any  loans.

Furthermore,  there  is  generally  no publicly available information about such
companies  and  we  must  rely  on  the  diligence  of  our  employees to obtain
information  in  connection  with  our investment decisions. If we are unable to
uncover  all material information about these companies, we may not make a fully
informed  investment  decision  and  we  may  lose  money  on  our  investments.

If  the  industry  sectors  in  which  our  portfolio  is currently concentrated
experience adverse economic or business conditions, our operating results may be
negatively  impacted.

Currently  our  investment  base is primarily in the communications, information
services,  media,  technology,  software and business services industry sectors.
These  sectors  are  characterized  by  high  margins,  high  growth  rates,
consolidation  and  product  and  market extension opportunities. Value often is
vested  in  intangible  assets  and  intellectual  property. These customers can
experience  adverse  business  conditions  or risks related to their industries.

                                       12

Accordingly,  if  our  customers suffer (as some customers currently are) due to
these  adverse  business  conditions  or  risks  or due to economic slowdowns or
downturns in these industry sectors, we will be more vulnerable to losses in our
portfolio  and  our  operating  results  may  be  negatively  impacted.

Our  financial  results  could  be negatively affected if Aventura Networks, LLC
fails  to  perform  as  expected.

At  June  30, 2005, our largest portfolio investment was Aventura Networks, LLC.
("LLC"),  which  totaled  $941,102  at  value, or 90.4% of the fair value of our
investments.  Our  financial  results  could  be  negatively  affected  if  this
portfolio  company  fails  to  perform  as  expected.

Economic  downturns  or  recessions  could  impair  our  investment  portfolio.

Our  investments  may be susceptible to economic downturns or recessions and may
be  unable  to  perform  as  expected.  Therefore,  our non-performing portfolio
company  investment  values  are  likely  to increase and the value of our total
portfolio  is  likely  to  decrease  during these periods. Economic downturns or
recessions could lead to financial losses in our portfolio and a decrease in net
income.  Unfavorable  economic  conditions  could  also  lead  to  a decrease in
revenues  and  assets.

An  economic  downturn  could  disproportionately impact the industry sectors in
which we concentrate causing us to be more vulnerable to losses in our portfolio
and  experience  diminished  demand  for  capital in these industry sectors and,
consequently,  our  operating  results  may  be  negatively  impacted.

Unfavorable economic conditions also could increase our funding costs, limit our
access  to  the capital markets or result in a decision by lenders not to extend
credit  to us. These events could prevent us from increasing our investments and
harm  our  operating  results.

Indebtedness and servicing our indebtedness could reduce funds available to grow
our  business  or  make  new  investments.

At  June  30,  2005, the Company had no debt.  However, if the Company elects to
borrow,  also known as leverage, this may magnify the potential for gain or loss
on amounts invested and, therefore, increase the risks associated with investing
in  our  securities.  Leverage  is generally considered a speculative investment
technique.  If  the  value of our consolidated assets increases, then leveraging
would  cause  the  net  asset value attributable to our common stock to increase
more  than  it otherwise would have had we not utilized leverage. Conversely, if
the value of our consolidated assets decreases, leveraging would cause net asset
value  attributable  to our common stock to decline more than it otherwise would
have  had  we not utilized leverage. Similarly, any increase in our consolidated
revenue  in  excess of consolidated interest expense on our borrowed funds would
cause our net income to increase more than it would without the use of leverage.
Any  decrease in our consolidated revenue would cause net income to decline more
than  it  would  have  had we not borrowed funds and could negatively affect our
ability  to  make  distributions  on  our  common  stock.

As  a business development company, we generally are required to meet a coverage
ratio  of  total  assets  to total borrowings and other senior securities, which
include  all  of  our  borrowings  and  any  preferred stock we may issue in the
future,  of at least 200%. If this ratio declines below 200%, we may not be able
to  incur  additional  debt and may need to sell a portion of our investments to
repay  some  debt when it is disadvantageous to do so, and we may not be able to
make  distributions.

You  may  not  receive  distributions.

We intend to make distributions on a quarterly basis to our stockholders. We may
not  be  able  to  achieve  operating  results  that  will  allow  us  to  make
distributions  at  a  specific  level  or  to  increase  the  amount  of  these
distributions  from  time  to  time. In addition, due to the asset coverage test
applicable  to  us  as  a business development company, we may be limited in our
ability  to  make  distributions.  See  "Regulation  as  a  Business Development
Company". Also, restrictions and provisions in any new debt facilities may limit
our  ability to make distributions. If we do not distribute a certain percentage
of  our  income  annually,  we  will  suffer adverse tax consequences, including
possible  loss of our status as a business development company. We cannot assure
you  that  you  will  receive any distributions or distributions at a particular
level.

We  may have difficulty paying our required distributions if we recognize income
before  or  without  receiving  cash  representing  such  income.

In accordance with generally accepted accounting principles and tax regulations,
we  include  in  income  certain  amounts that we have not yet received in cash.
Since we may recognize income before or without receiving cash representing such
income,  we  may  have  difficulty  distributing  said  income.

If  we  fail  to  manage  our  growth,  our financial results could be adversely
affected.

                                       13

Our growth can place significant strain on our management systems and resources.
We must continue to refine and expand our marketing capabilities, our management
of the investment process, our access to financing resources and our technology.
As we grow, we must continue to hire, train, supervise and manage new employees.
We  may  not  develop  sufficient  lending  and  administrative  personnel  and
management  and operating systems to manage our expansion effectively. If we are
unable  to manage our growth, our operations could be adversely affected and our
financial  results  could  be  adversely  affected.

If  we  need  to  sell  any of our investments, we may not be able to do so at a
favorable  price  and,  as  a  result,  we  may  suffer  losses.

Our  investments  are  usually  subject  to contractual or legal restrictions on
resale or are otherwise illiquid because there is usually no established trading
market for such investments. The illiquidity of most of our investments may make
it  difficult  for us to dispose of them at a favorable price, and, as a result,
we  may  suffer  losses. In addition, if we were forced to immediately liquidate
some  or  all  of  the  investments  in  our  portfolio,  the  proceeds  of such
liquidation  could  be  significantly  less  than  the  current  value  of  such
investments.  We  may  be  required to liquidate some or all of our portfolio to
meet our debt service obligations or to maintain our qualification as a business
development  company  and as a regulated investment company if we do not satisfy
one  or  more  of  the  applicable  criteria  under  the  respective  regulatory
frameworks.

Our  business  depends  on  our  key  personnel.

Our  future success depends to a significant extent on the continued services of
Craig  A.  Waltzer,  our Chief Executive Officer as well as other key personnel.
The  loss  of  key persons would likely have a significant detrimental effect on
our  business.

Regulations  governing  our  operation  as  a  business development company will
affect  our  ability  to,  and  the  way  in  which we raise additional capital.

We  may  issue debt securities and/or borrow money from banks or other financial
institutions,  which  we refer to collectively as "senior securities," up to the
maximum  amount permitted by the 1940 Act. Under the provisions of the 1940 Act,
we  are permitted, as a business development company, to issue senior securities
only in amounts such that our asset coverage, as defined in the 1940 Act, equals
at  least  200%  after  each  issuance of senior securities. If the value of our
assets  declines, we may be unable to satisfy this test. If that happens, we may
be required to sell a portion of our investments and, depending on the nature of
our  leverage, repay a portion of our indebtedness at a time when such sales may
be  disadvantageous.

We  are  not  generally able to issue and sell our common stock at a price below
net  asset  value  per  share. We may, however, sell our common stock at a price
below  the current net asset value of the common stock if our board of directors
determines  that  such  sale is in the best interests of Sun Network Group, Inc.
and  its stockholders, and our stockholders approve such sale. In any such case,
the price at which our securities are to be issued and sold may not be less than
a  price  which,  in  the  determination  of  our  board  of  directors, closely
approximates  the  market  value  of  such  securities  (less  any  distributing
commission  or  discount).

Any  change  in  regulation  of  our  business  could  negatively  affect  the
profitability  of  our  operations.

Changes  in the laws, regulations or interpretations of the laws and regulations
that  govern  business  development companies, regulated investment companies or
non-depository  commercial lenders could significantly affect our operations and
our  cost of doing business. We are subject to federal, state and local laws and
regulations and are subject to judicial and administrative decisions that affect
our  operations. If these laws, regulations or decisions change, or if we expand
our  business  into  jurisdictions that have adopted more stringent requirements
than  those  in  which  we  currently  conduct  business,  we  may have to incur
significant  expenses  in  order  to  comply  or  we  might have to restrict our
operations.

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

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

                                       14

Amendments  promulgated in 1998 by the Board of Governors of the Federal Reserve
System  expanded  the  definition  of  a  marginable  security under the Federal
Reserve's  margin  rules  to  include  any  non-equity  security. Thus, any debt
securities  issued  by  any  entity  are marginable securities under the Federal
Reserve's current margin rules. As a result, the staff of the SEC has raised the
question  as  to  whether a private company that has outstanding debt securities
would  qualify  under  the  relevant portion of the "eligible portfolio company"
criteria. The SEC has recently issued proposed rules to include any company that
does  not have a class of securities listed on a national securities exchange or
association  in  the  definition  of  "eligible  portfolio  company."

Until  the  question  raised  by  the staff of the SEC pertaining to the Federal
Reserve's  1998  change  to  its  margin  rules  has  been  addressed  by  final
legislative, administrative or judicial action, we intend to treat as qualifying
assets  only  those  debt  and  equity  securities  that are issued by a private
company  that  has  no marginable securities outstanding at the time we purchase
such  securities  or that otherwise qualifies as an "eligible portfolio company"
under  the  1940  Act.

RECENT  DEVELOPMENTS

On  March 15, 2005, we elected to be regulated as a business development company
under the Investment Company Act of 1940. We filed Form 1-E under the Securities
and  Exchange Act notifying the Securities and Exchange Commission of the intent
to  sell, under Regulation E promulgated under the Securities Act of 1933, up to
$5  million  of  our  common  stock.

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 common stock over a twenty four (24) month
period  in accordance with the offering circular under Regulation E (file number
095-00254).  The  terms  of  the agreement call for the Company to submit a draw
request  to Dutchess then transfer a number of shares to Dutchess based upon the
draw  amount and current market value of the Company's shares.  Dutchess is then
entitled  to  sell the shares at market to recoup the draw amount plus a fifteen
percent (15%) profit.  If Dutchess has shares remaining after recouping the draw
amount  and  fifteen  percent  (15%) profit, Dutchess is obligated to return the
remaining  shares  to  the  Company.  If  Dutchess  sells all of the transferred
shares  before  recouping  the  draw amount and fifteen percent (15%) profit the
Company  is  obligated  to  issue  additional  shares to Dutchess until the draw
amount  and  fifteen percent (15%) profit are received by Dutchess.  There is an
anti-dilution  paragraph  (8.4)  in  the  June  7,  2005  LLC  Interest Purchase
Agreement  which  entitles  Aventura  Holdings, Inc. to additional shares in the
event  additional  shares are issued to Dutchess relating to the initial draw of
this  Stock  Purchase Agreement.  Aventura Holdings, Inc. is entitled to 5 times
the  additional  shares  Dutchess  receives  in  the event additional shares are
issued  pursuant to the initial draw.  The May 27, 2005 Stock Purchase Agreement
also  grants  Dutchess  right  of  first refusal for the issuance of new Company
securities  and  penalties  for  non-compliance with the terms of the agreement.
The  Company  is  in  violation  of  provisions  of the Stock Purchase Agreement
relating to the timeliness of the issuance of the June 30, 2005 quarterly report
(Form  10-Q).  Dutchess  agreed  to  waive  penalties as the delay is 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)  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 who deducted
fifteen thousand dollars ($15,000) for legal fees and seventy five dollars ($75)
in bank fees from the initial draw.  On September 12, 2005 Dutchess requested an
additional  fifty  million  (50,000,000)  shares  to  satisfy obligations of the
initial  draw  amount  and  the  Company's  Board  approved  their  issuance.

RESULTS  OF  OPERATIONS

As  a  BDC,  the Company does not operate a business or consolidate its earnings
with  its portfolio investees.  Effective March 15, 2005 the Company elected BDC
status  meaning  that  the  Company  is  in  the  business of investing in other
businesses.  BDC's  measure  most  income by investment gains and losses and the
fluctuation  in  the  value  of  its  portfolio  investees.  It  is difficult to
meaningfully  compare the six months ended June 30, 2005 to the six months ended
June  30,  2004.  All  comparative references are for presentation purposes only
and  should  be  viewed  accordingly.

REVENUES

Revenues  for  the  six  months  ended  June 30, 2005 were $5,000 as compared to
revenues  for the six months ended June 30, 2004 of $4,215 and were derived from
our  subsidiary,  Radio  X  Network  prior  to  our  BDC  election.

OPERATING  EXPENSES

Compensation  was  $1,589,500 for the six months ended June 30, 2005 compared to
$132,208  for  the  comparable  period  in 2004.  For 2005, $1,586,500 was stock
based  compensation.

                                       15

Consulting  expense for the six months ended June 30, 2005 was $149,000 compared
to $1,396,469 for the six months ended June 30, 2004. Consulting expense related
to  the  issuance  of  common  stock  for  services  to  outside  consultants.

The  debenture  penalty  of  $30,000  for  the  six  months  ended June 30, 2004
represents  the  accrued  penalty  under  the  provisions  of  the  convertible
debentures.  The  penalties  relate to the deadlines associated with the Company
filing  a  Registration  Statement in connection with the convertible debentures
and  liquidated damages penalty for not having enough authorized shares to allow
for  the issuance of all dilutive securities based on a formula as stipulated in
the debenture agreement and a default penalty on the June 28, 2003 and August 8,
2003  maturity  of  $500,000 of debentures. There was no such expense in 2005 as
the  debentures  were  repaid  in  2004.

The  debt  issue  cost amortization of $30,925 for the six months ended June 30,
2004  represents the amortization of the cost we incurred to raise debt capital.
These  fees  are  recorded debt discount and amortized over the loan term. There
was  no  such  expense  in  2005  as  the  debentures  were  repaid  in  2004.

Professional  fees  for the six months ended June 30, 2005 were $56,751 compared
to  $23,617  for  the  six months ended June 30, 2004. The increase is primarily
related  to  accounting,  legal  and  audit  services regarding our SEC filings.

Other  selling,  general  and  administrative  expenses were $53,902 for the six
months  ended June 30, 2005 as compared to $92,879 for the six months ended June
30,  2004.  The decrease in expenses is primarily due to the Company's change in
focus  to  that  of  a  BDC.

Interest  expense  was  $0  for  the  six months ended June 30, 2005 compared to
$26,159  for  the six months ended June 30, 2004. Interest expense is attributed
to  the loan payable and the convertible debenture offering and includes accrued
interest  of the convertible debentures and amortization of the debt discount as
well  as  accrued  interest  on the convertible debentures due to the default on
payment.  All  debt  was  repaid  or  converted  to  equity  in  2004.

For  the  six  months ended June 30, 2004, we recognized an aggregate settlement
expense  of  $144,527  related  to  the  redemption  of  the  debentures.

As a result of these factors, we reported a net loss of $1,859,369 or $(.00) per
share  for  the  six  months  ended  June  30, 2005 as compared to a net loss of
$1,863,125  or  ($.02)  per  share  for  the  six  months  ended  June 30, 2004.

LIQUIDITY  AND  CAPITAL  RESOURCES

At June 30, 2005, we had a stockholders' deficit of $10,305,515. Our investments
were  funded  through  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  common  stock over a twenty four (24) month period in accordance with
the  offering circular under Regulation E (file number 095-00254). Our president
advanced  $40,000 during the fourth quarter of 2004 and $56,500 during the first
six  months  of  2005.  The  cash  balance  at  June  30,  2005  was  $62.

We  have  no  material  commitments  for  capital  expenditures.

Net  cash  used  in  operations  during  the  six months ended June 30, 2005 was
$135,837  and  was  substantially  attributable to net loss of $1,859,369 offset
primarily  by  non-cash  stock  based  expenses of $1,733,525 and net changes in
operating  assets and liabilities of $(9,993). In the comparable period of 2004,
we had net cash used in operations of $87,896 primarily relating to the net loss
of  $1,863,125 primarily offset by stock-based consulting expense of $1,451,728,
non-cash  debt  discount  amortization  of $3,062, amortization of deferred debt
issuance  costs  of  $30,925,  a non-cash settlement expense of $144,527 and net
changes  in  operating  assets  and  liabilities  of  $144,987.

Net cash provided by financing activities for the six months ended June 30, 2005
was  $356,425 as compared to net cash provided by financing activities of $2,600
for  the  six  months  ended June 30, 2004. During the six months ended June 30,
2005,  we  received  advances  from  our  former  CEO of  $56,500 and net equity
financing  of  $299,925.  In the comparable period of 2004, we received proceeds
from  a  loan  of  $824,000,  paid  $71,400  in  debt  issuance costs and repaid
convertible  debentures  of  $750,000.

For  the  fiscal year ended December 31, 2004, 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.

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.

                                       16

OFF  BALANCE  SHEET  ARRANGEMENTS

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

Item  3.     Controls  and  Procedures

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

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.

Part  II.     OTHER  INFORMATION

Item  1.     Legal  Proceedings

None

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

A.     On  May 13, 2005 the Company granted 150,000,000 shares of its previously
un-issued  common  stock to RTV Media Corp. an affiliate of outgoing officer and
director  T.  Joseph  Coleman  in  exchange  for  settlement  of  loans totaling
$103,500.  The  shares  were valued at $0.007 per share or $1,050,000 on May 13,
2005.  The  difference between the loan and value of the securities was recorded
as $946,500 as non-cash compensation.  As a BDC, the Company is not permitted to
issue  stock  for services and is currently attempting to determine whether this
transaction is a violation of Section 23a of the Investment Company Act of 1940:
in the event that this transaction is not permitted, the Company intends to seek
recovery  of  the shares improperly issued and arrange alternate compensation to
this  recipient,  if  warranted.
B.     On  May  26,  2005 the Company issued 20,000,000 shares of its previously
un-issued  common  stock to Big Apple Consulting USA, Inc. pursuant to a June 7,
2005  Consulting  Agreement  and  recorded the issuance as non-cash compensation
valued  at $0.004 per share or $80,000 of which $32,000 was expensed and $48,000
was  deferred  as  of June 30, 2005.  The term of the agreement is three months.
12,000,000  shares  were  placed with an escrow agent for services in the second
and  third  months,  8,000,000  shares  were  delivered  directly  to  Big Apple
Consulting  USA,  Inc.  Big  Apple  Consulting USA, Inc. was also engaged by RTV
Media  Corp.  As a BDC, the Company is not permitted to issue stock for services
and is currently attempting to determine whether this transaction is a violation
of  Section  23a  of  the Investment Company Act of 1940: in the event that this
transaction is not permitted, the Company intends to seek recovery of the shares
improperly  issued  and  arrange  alternate  compensation  to this recipient, if
warranted.
C.     On  May  26,  2005 the Company issued 30,000,000 shares of its previously
un-issued  common stock to the Coleman Family Trust and recorded the issuance as
non-cash  compensation valued at $0.004 per share or $120,000 which was expensed
immediately.  The  Coleman  Family  Trust  is  believed  to  be  owned  and / or
controlled by outgoing director T. Joseph Coleman.  As a BDC, the Company is not
permitted  to  issue stock for services and is currently attempting to determine
whether this transaction is a violation of Section 23a of the Investment Company
Act  of  1940:  in the event that this transaction is not permitted, the Company
intends  to  seek recovery of the shares improperly issued and arrange alternate
compensation  to  this  recipient,  if  warranted.
D.     On  May  26,  2005 the Company issued 32,000,000 shares of its previously
un-issued  common  stock  to  Vega  7 Entertainment and recorded the issuance as
non-cash  compensation valued at $0.004 per share or $128,000 which was expensed
immediately.  Vega  7  Entertainment is believed to be owned and / or controlled
by  outgoing director T. Joseph Coleman.  As a BDC, the Company is not permitted
to  issue  stock  for  services and is currently attempting to determine whether
this  transaction is a violation of Section 23a of the Investment Company Act of
1940:  in  the event that this transaction is not permitted, the Company intends
to  seek  recovery  of  the  shares  improperly  issued  and  arrange  alternate
compensation  to  this  recipient,  if  warranted.

                                       17

E.     On  May  26,  2005 the Company issued 10,000,000 shares of its previously
un-issued  common  stock  to  Stephen Kern and recorded the issuance as non-cash
compensation  valued  at  $0.004  per  share  or  $40,000  which  was  expensed
immediately.  Stephen  Kern  was  a consultant to the Company providing investor
relations.  As  a  BDC, the Company is not permitted to issue stock for services
and is currently attempting to determine whether this transaction is a violation
of  Section  23a  of  the Investment Company Act of 1940: in the event that this
transaction is not permitted, the Company intends to seek recovery of the shares
improperly  issued  and  arrange  alternate  compensation  to this recipient, if
warranted.
F.     On  May  26,  2005 the Company issued 15,000,000 shares of its previously
un-issued  common  stock  to  Peter Klamka and recorded the issuance as non-cash
compensation  valued  at  $0.004  per  share  or  $60,000  which  was  expensed
immediately.  Peter  Klamka  was an outgoing director of the Company.  As a BDC,
the  Company  is  not  permitted  to  issue  stock for services and is currently
attempting  to  determine whether this transaction is a violation of Section 23a
of the Investment Company Act of 1940: in the event that this transaction is not
permitted,  the Company intends to seek recovery of the shares improperly issued
and  arrange  alternate  compensation  to  this  recipient,  if  warranted.
G.     On  May  26,  2005 the Company issued 20,000,000 shares of its previously
un-issued  common  stock  to  Mark Rolland and recorded the issuance as non-cash
compensation  valued  at  $0.004  per  share  or  $80,000  which  was  expensed
immediately.  Mark  Rolland  was  a  consultant  to  the Company.  As a BDC, the
Company is not permitted to issue stock for services and is currently attempting
to  determine  whether  this  transaction  is  a violation of Section 23a of the
Investment  Company  Act  of  1940:  in  the  event that this transaction is not
permitted,  the Company intends to seek recovery of the shares improperly issued
and  arrange  alternate  compensation  to  this  recipient,  if  warranted.
H.     On  May  26,  2005 the Company issued 35,000,000 shares of its previously
un-issued  common  stock  to  Wilshire Capital LTD. and recorded the issuance as
non-cash  compensation valued at $0.004 per share or $140,000 which was expensed
immediately.  Wilshire  Capital LTD. is believed to be owned and / or controlled
by  outgoing director T. Joseph Coleman.  As a BDC, the Company is not permitted
to  issue  stock  for  services and is currently attempting to determine whether
this  transaction is a violation of Section 23a of the Investment Company Act of
1940:  in  the event that this transaction is not permitted, the Company intends
to  seek  recovery  of  the  shares  improperly  issued  and  arrange  alternate
compensation  to  this  recipient,  if  warranted.
I.     On  May  26,  2005 the Company issued 10,000,000 shares of its previously
un-issued  common  stock to RTV Media Corp. an affiliate of outgoing officer and
director  T.  Joseph  Coleman and recorded the issuance as non-cash compensation
valued at $0.004 per share or $40,000 which was expensed immediately.  As a BDC,
the  Company  is  not  permitted  to  issue  stock for services and is currently
attempting  to  determine whether this transaction is a violation of Section 23a
of the Investment Company Act of 1940: in the event that this transaction is not
permitted,  the Company intends to seek recovery of the shares improperly issued
and  arrange  alternate  compensation  to  this  recipient,  if  warranted.
J.     On  May  27,  2005 the Company issued 75,000,000 shares of its previously
un-issued  common  stock  to  Dutchess  Private  Equities  Fund II LP (Dutchess)
pursuant  to a 5,000,000 Stock Purchase Agreement and entitles Dutchess to a 15%
return  on  its investment.  The initial funding of the stock purchase agreement
was  in the amount of $315,000 or $0.0042 per share.  Once Dutchess receives its
investment and return, the Company is entitled to request additional incremental
funding.  If  Dutchess receives its funding amount and return before selling the
75,000,000 issued shares, Dutchess will return the unsold shares to the Company.
If  Dutchess sells the 75,000,000 issued shares before receiving its funding and
return, the Company is obligated to issue additional shares to Dutchess.  In the
event  additional  shares  (over  and above the 75,000,000 issued) are issued to
Dutchess  pursuant  to  the  first increment of funding, Aventura Holdings, Inc.
will  be  entitled  to  5  times that number of shares pursuant to anti-dilution
paragraph  8.4  in  its  June  7,  2005  purchase  agreement  with  the Company.
K.     On  June  7, 2005 the Company issued 880,000,000 shares of its previously
un-issued  common stock to Aventura Holdings, Inc. in exchange for 100% interest
in  Aventura  Networks, LLC.  The shares were valued at $0.00091 per share based
on  a  discounted  quoted  trading  price.  The  investment  is reflected on the
financial  statements  at  $800,724.

Item  3.     Defaults  Upon  Senior  Securities

None

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

None

Item  5.     Other  Information

None

                                       18

Item  6.     Exhibits

                                   Regulation
                             S-B Number     Exhibit
31     Rule  13a-14(a)/15d-14(a)  Certification  of  Chief Executive Officer and
Chief  Financial  Officer  of  the  Company
32     Section  906 Certification by Chief Executive Officer and Chief Financial
Officer

                                   SIGNATURES

In  accordance  with the requirements of the Exchange Act, the registrant caused
this  report  to  be  signed  on  its  behalf by the undersigned, thereunto duly
authorized.

          SUN  NETWORK  GROUP,  INC.

September  12,  2005          By:     /s/  Craig  A.  Waltzer
                                      -----------------------
                                      Craig  A.  Waltzer
                                      Chief  Executive  Officer,  President,
                                      and  Director

                                       19