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

                                   FORM 10-Q/A
                                   (Mark One)

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

                      For the Quarter Ended March 31, 2005.

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

                        Commission File Number 814-00703

                             AVENTURA HOLDINGS, 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.)

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

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

                             Aventura Holdings, Inc.
          20533 Biscayne Boulevard, Suite 1122, Aventura, Florida 33180
              (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 December 14, 2005 was
1,750,657,813.

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

                                       1
<PAGE>

<TABLE>
<CAPTION>

<S>        <C>                                                            <C>

                                      Index

                                                                           Page
                                                                          Number

PART I.    FINANCIAL INFORMATION                                             3

Item 1.    Financial statements                                              3

           Balance Sheet as of March 31, 2005 (unaudited)                    3

           Statements of Operations from January 1, 2005 through
           March 15, 2005 (Pre-BDC), from March 16, 2005 through
           March 31, 2005 (Post-BDC) and for the three months ended
           March 31, 2004 (unaudited)                                        4

           Statements of Cash Flows for the
           three months ended March 31, 2005 and 2004 (unaudited)            5

           Statement of Changes in Net Assets from March 16, 2005
           To March 31, 2005(unaudited)                                      6

           Schedule of Investments as of March 31, 2005 (unaudited)          7

           Schedule of Financial Highlights from March 16, 2005
           through March 31, 2005 (unaudited)                                8

           Notes to Financial Statements (unaudited)                         9

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

Item 3.    Controls and Procedures                                          19

PART II.   OTHER INFORMATION                                                20

Item 1.    Legal Proceedings                                                20

Item 2.    Unregistered Sales of Equity Securities and Use of Proceeds      20

Item 3.    Defaults Upon Senior Securities                                  20

Item 4.    Submission of Matters to a Vote of Security Holders              20

Item 5.    Other Information                                                20

Item 6.    Exhibits                                                         21

SIGNATURES                                                                  21

CERTIFICATIONS                                                              22

</TABLE>
                                       2
<PAGE>
                          PART I. FINANCIAL INFORMATION

Item  1.  Financial  statements

<TABLE>
<CAPTION>

             AVENTURA HOLDINGS, INC.  F/K/A SUN NETWORK GROUP, INC.
                                  BALANCE SHEET
                                 MARCH 31, 2005

<S>                                                                             <C>
                                                                                 (unaudited)
 ASSETS:
   Current Assets:
     Cash and cash equivalents                                                  $       4,110
                                                                                --------------
   Total Current Assets                                                                 4,110
                                                                                --------------

   Investments                                                                              -
                                                                                --------------

 TOTAL ASSETS                                                                   $       4,110
                                                                                ==============

 LIABILITIES & SHAREHOLDERS' EQUITY:
   Current Liabilities:
     Accounts payable                                                           $      15,625
     Due to stockholder                                                                93,500
                                                                                --------------

   Total Current Liabilities                                                          109,125
                                                                                --------------


   Shareholder Equity:
     Common Stock; $0.001 par value; 5,000,000,000 shares
     authorized; 323,657,813 shares issued and outstanding                            323,658
     Additional Paid in Capital                                                     8,218,502
     Accumulated Deficit                                                           (8,647,175)
                                                                                --------------

   Total Shareholders' Equity                                                        (105,015)
                                                                                --------------

 TOTAL LIABILITIES & SHAREHOLDERS' EQUITY                                       $       4,110
                                                                                ==============

                                                                                $       (0.00)
                                                                                ==============
<FN>
The accompanying notes are an integral part of these financial statements.

</TABLE>
                                       3
<PAGE>

<TABLE>
<CAPTION>

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

<S>

<S>                                           <C>                  <C>                <C>
                                              POST BDC ELECTION    PRE BDC ELECTION   FOR THE THREE
                                                FROM MARCH 16       FROM JANUARY 1     MONTHS ENDED
                                                THRU MARCH 31        THRU MARCH 15       MARCH 31
                                                --------------     --------------     --------------
                                                     2005               2005               2004
                                                --------------     --------------     --------------
                                                  (unaudited)        (unaudited)        (unaudited)
 OPERATING INCOME:
------------------

 REVENUES:

   Operating Revenues                           $           -      $       5,000      $       2,415

 EXPENSES:

   Operating Expenses:
     Compensation                                                              -             37,500
     Consulting                                                          149,000          1,112,233
     Debenture penalties                                                       -             30,000
     Debt issuance cost amortization                                           -              7,000
     Professional Fees                                 18,422              2,729             10,143
     General & Administrative Expenses                  3,767             34,960             34,711
                                                --------------     --------------     --------------

   Total Operating Expenses                            22,189            186,689          1,231,587
                                                --------------     --------------     --------------

   Net Operating Loss                                 (22,189)          (181,689)        (1,229,172)

 OTHER INCOME AND (EXPENSES):

     Settlement expense                                                                     (57,334)
     Interest expense                                                                       (19,581)
     Recovery of bad debt                                                  2,849              4,520
                                                --------------     --------------     --------------
 Total Other Revenues and (Expenses)                        -              2,849            (72,395)

 NET LOSS                                             (22,189)          (178,840)        (1,301,567)
                                                ==============     ==============     ==============

 LOSS PER SHARE:

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

   Weighted Common Shares Outstanding -
    Basic and Diluted                             323,657,813        323,657,813         79,961,349
                                                ==============     ==============     ==============
<FN>
The accompanying notes are an integral part of these financial statements.
</TABLE>
                                       4
<PAGE>

<TABLE>
<CAPTION>

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

<S>                                                          <C>                <C>

                                                                For the Three Months Ended
                                                                          March 31
                                                             ---------------------------------
                                                                  2005               2004
                                                             --------------     --------------
                                                               (unaudited)        (unaudited)

 Cash flows from operating activities:

   Net loss                                                  $    (201,029)     $  (1,301,567)
   Adjustments to reconcile net loss to net
    cash used in operating activities:

     Amortization of deferred finance costs                                             7,000
     Amortization of debt discounts to interest expense                  -                875
     Stock based consulting expense                                147,025          1,112,233
     Settlement expense                                                  -             57,334

   Increase (decrease) in:
     Accounts payable                                               (8,238)             3,542
     Accrued interest                                                    -             18,706
     Accrued penalties                                                   -             30,000
     Accrued compensation, related party                                 -             27,500
                                                             --------------     --------------
 Net cash used in operating activities                             (62,242)           (44,377)
                                                             --------------     --------------

 Cash flows from financing activities:

     Proceeds from (payments on) loans from officer                 46,500                  -
     Proceeds from loans payable                                                      490,000
     Debt issuance costs                                                              (49,000)
     Payments on convertible debenture                                   -           (270,000)
                                                             --------------     --------------

 Net cash provided by financing activities                          46,500            171,000
                                                             --------------     --------------

 Net decrease in cash                                              (15,742)           126,623

 Cash at beginning of period                                        19,852            101,879
                                                             --------------     --------------

 Cash at end of period                                       $       4,110      $     228,502
                                                             ==============     ==============

 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
                                                             ==============     ==============

<FN>

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

</TABLE>

                                       5
<PAGE>

<TABLE>
<CAPTION>

             AVENTURA HOLDINGS, INC.  F/K/A SUN NETWORK GROUP, INC.
                       STATEMENT OF CHANGES IN NET ASSETS
                                 MARCH 31, 2005

<S>                                                                             <C>
                                                                                FROM MARCH 16
                                                                                   THROUGH
                                                                                MARCH 31, 2005
                                                                                --------------
                                                                                  (unaudited)

 Decrease in net assets from operations:

   Net operating loss                                                                 (22,189)
                                                                                --------------

 Net decrease in net assets from operations                                           (22,189)

   Common stock transactions                                                                -
                                                                                --------------

   Total increase in net assets                                                       (22,189)

 Net Assets:

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

   End of Period                                                                     (105,015)
                                                                                ==============

<FN>

The accompanying notes are an integral part of these financial statements

</TABLE>

                                       6
<PAGE>

<TABLE>
<CAPTION>

              AVENTURA HOLDINGS, INC. F/K/A SUN NETWORK GROUP, INC.
                             SCHEDULE OF INVESTMENTS
                                 MARCH 31, 2005

<S>                            <C>           <C>              <C>                 <C>              <C>
                                                TITLE OF       PERCENTAGE OF
                                             SECURITIES HELD   CLASS HELD ON
         PORTFOLIO              PRIMARY          BY THE       A FULLY DILUTED                          FAIR
          COMPANY               INDUSTRY        COMPANY           BASIS (3)           COST             VALUE
   ----------------------    --------------  --------------    --------------    --------------    --------------
                                               (unaudited)       (unaudited)       (unaudited)      (unaudited)
Investments:

 Majority Owned Affiliate (1):

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

 Minority Owned Other Controlled
 Affiliate (2):

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

TOTAL INVESTMENTS, NET OF UNEARNED INCOME                                        $     110,000     $           -
                                                                                 ==============    ==============

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

The  accompanying  notes  are  an  integral  part  of these financial statements

</TABLE>

                                       7
<PAGE>

<TABLE>
<CAPTION>

             AVENTURA HOLDINGS, INC.  F/K/A SUN NETWORK GROUP, INC.
                        SCHEDULE OF FINANCIAL HIGHLIGHTS
                      FROM MARCH 16 THROUGH MARCH 31, 2005

<S>                                                                         <C>
                                                                              (unaudited)


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

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

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

Dividends declared                                                                          -
                                                                                --------------

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

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

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

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

Per share market value at end of period                                         $       (0.00)
Total return (c)                                                                       -21.13%
Shares outstanding at end of period                                               323,657,813

Ratio/Supplemental Data:
Net assets at end of period                                                     $    (105,015)
Ratio of operating expenses to average net assets (annualized)                         -21.13%
Ratio of net operating income to average net assets (annualized)                       -21.13%
<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>

                                       8
<PAGE>

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

NOTE  1  -  NATURE  OF  ORGANIZATION

On  March  15,  2005,  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. and on October 19,
2005  from  Aventura  VoIP Networks, Inc. to Aventura Holdings, Inc. The Company
financial statements are presented as Aventura Holdings, Inc.  The NASD accepted
the  Aventura  Holdings, Inc. name change, assigned 053563 10 2 as our new CUSIP
and  AVNT  as  our  new  trading  symbol.

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

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

The accompanying unaudited financial statements have been prepared in accordance
with  generally accepted accounting principles for interim financial information
and  pursuant  to  the  rules  and  regulations  of  the Securities and Exchange
Commission  ("SEC").  The  accompanying  financial  statements  for  the interim
periods  are  unaudited  and  reflect all adjustments (consisting only of normal
recurring  adjustments) which are, in the opinion of management, necessary for a
fair  presentation  of  the  financial  position  and  operating results for the
periods  presented.  These  financial  statements  should be read in conjunction
with  the  financial  statements  of  Aventura  Holdings, Inc. f/k/a Sun Network
Group,  Inc.  for  the  years ended December 31, 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
three  months ended March 31, 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.

                                       9
<PAGE>

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

On  February  28,  2005  the  Company entered into a binding letter of intent to
acquire  100%  of Aventura Networks, LLC in exchange for shares of the Company's
common  stock.  Aventura  is  a  leading  Voice  over  Internet  Protocol (VoIP)
telephone  service  provider  conducting  business  primarily  in  the wholesale
market.  In the event of termination of the letter of intent, there is a $50,000
termination  fee  payable  by  the  party  that  terminates.

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

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

Investments  in  securities  or other than securities of privately held entities
are  initially  recorded  at  their  original  cost  as  of the date the Company
obtained  an  enforceable  right  to  demand  the securities or other investment
purchased  and  incurred  an enforceable obligation to pay the investment price.
For  financial statement purposes, investments are recorded at their fair value.
Currently, readily determinable fair values do not exist for our investments and
the fair value of these investments is determined in good faith by the Company's
Board  of  Directors  pursuant  to  a  valuation policy and consistent valuation
process.  Due to the inherent uncertainty of these valuations, the estimates may
differ  significantly  from  the  values  that  would have been used had a ready
market  for  the  investments  existed and the differences may be material.  Our
valuation  methodology  includes  the  examination  of  among  other things, the
underlying  portfolio  company  performance,  financial  condition  and  market
changing  events  that  impact  valuation.

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

Revenue  Recognition

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

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

                                       10
<PAGE>

Net  Loss  Per  Common  Share

Basic  net  income  (loss) per common share (Basic EPS) excludes dilution and is
computed  by  dividing  net income (loss) available to common stockholder by the
weighted  average  number  of common shares outstanding for the period.  Diluted
net  income  per  share (Diluted EPS) reflects the potential dilution that could
occur  if  stock options or other contracts to issue common stock were exercised
or  converted into common stock or resulted in the issuance of common stock that
then  shared  in  the earnings of the Company.  At March 31, 2005, there were no
common  stock  warrants  outstanding which may dilute future earnings per share.

NOTE  3  -  INVESTMENTS

At  March  31, 2005, the Company held a 50% investment in Radio X Network.   The
original cost basis was $110,000 and the fair market value at March 31, 2005 was
zero.

At  March  31, 2005 the Company held a 100% investment in Radio TV Network, Inc.
The  original  cost basis was $0 and the fair market value at March 31, 2005 was
zero.  As  of  March  31,  2005  Radio  TV  Network  was  inactive.

NOTE  4  -  DUE  TO  STOCKHOLDER

Due  to  stockholder  at  March 31, 2005 of $93,500 represents advances from the
Company's  CEO.  The  advances  are  non-interest bearing and payable on demand.

NOTE  5  -  COMMITMENTS  AND  CONTINGENCIES


A  -  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.

B  -  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.

                                       11
<PAGE>

NOTE  6  -  RECENTLY  ISSUED  ACCOUNTING  PRONOUNCEMENTS

In  November  2004,  the FASB issued SFAS No. 151, entitled Inventory Costs - An
Amendment  of ARB No. 43, Chapter 4. SFAS No. 151 amends the guidance in ARB No.
43, Chapter 4, entitled Inventory Pricing [June 1953], to clarify the accounting
for  "abnormal  amounts"  of idle facility expense, freight, handling costs, and
wasted  material  [spoilage]. Before revision by SFAS No. 151, the guidance that
existed in ARB No. 43 stipulated that these type items may be "so abnormal" that
the appropriate accounting treatment would be to expense these costs as incurred
[i.e.,  these costs would be current-period charges]. SFAS No. 151 requires that
these  type  items  be  recognized  as  current-period charges without regard to
whether  the  "so  abnormal"  criterion has been met. Additionally, SFAS No. 151
requires  that  allocation  of  fixed  production  overheads  to  the  costs  of
conversion  be  based  on  the normal capacity of the production facilities. The
adoption  of  SFAS  151  did  not  impact  the  financial  statements.

In  December  2004,  the  FASB issued SFAS No. 152, entitled Accounting for Real
Estate  Time-Sharing  Transactions -- An Amendment of FASB Statements No. 66 and
67.  SFAS  No.  152 amends SFAS No. 66 to reference the financial accounting and
reporting guidance for real estate time-sharing transactions that is provided in
AICPA  Statement of Position 04-2. SFAS No. 152 also amends SFAS No. 67 to state
that  the  guidance for (a) incidental operations and (b) costs incurred to sell
real  estate  projects  does not apply to real estate time-sharing transactions.
The  accounting for those operations and costs is subject to the guidance of SOP
04-2.  This  statement  is  effective  for financial statements for fiscal years
beginning  after  June  15,  2005.  The  adoption of SFAS 152 did not impact the
financial  statements.

In  December  2004,  the  FASB  issued  SFAS  No.  153,  entitled  Exchanges  of
Non-monetary  Assets  --  An Amendment of APB Opinion No.29. SFAS No. 153 amends
Opinion 29 to eliminate the exception for non-monetary exchanges of non-monetary
assets  that  do  not  have  commercial  substance.  A non-monetary exchange has
commercial  substance  if  the  future  cash flows of the entity are expected to
change  significantly  as a result of the exchange. The adoption of SFAS 153 did
not  impact  the  financial  statements.

In  December  2004, the FASB issued SFAS No. 123 (Revised), entitled Share-Based
Payment.  This  revised  Statement eliminates the alternative to use APB Opinion
No.  25's intrinsic value method of accounting that was provided in SFAS No. 123
as  originally  issued.  Under  Opinion  25,  issuing stock options to employees
generally  resulted  in  recognition  of  no  compensation  cost. This Statement
requires  entities  to  recognize  the  cost  of  employee  services received in
exchange  for awards of equity instruments based on the grant-date fair value of
those  awards.  For  public companies that file as a small business issuer, this
Statement  is  effective  as  of  the  beginning  of the first interim or annual
reporting  period  that begins after December 15, 2005. The adoption of SFAS 123
(Revised)  will  have  an  impact the financial statements if the Company issues
stock  options  to  the  employees  in  the  future.

                                       12
<PAGE>

NOTE  7  -  GOING  CONCERN

As  reflected  in  the  accompanying  financial  statements,  the Company had an
accumulated  deficit  of $8,647,175, net losses of $201,029 for the three months
ended  March 31, 2005 and working capital deficit of $105,015 at March 31, 2005,
and  cash  used  in  operations  in for the three months ended March 31, 2005 of
$62,242.

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.

                                       13
<PAGE>

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 other than is required by law.

OVERVIEW

The  Company acquired all of the assets of Radio TV Network, Inc ("RTV") on July
16,  2001  in  a  transaction treated as a recapitalization of RTV. RTV has been
developing  and operating, for the past few years, a new television network that
produces and distributes TV adaptations of top rated radio programs. The Company
has  not  had success in establishing the TV network and will no longer dedicate
any  resources to this endeavor. The Company also produces and distributes radio
programs  through  a  partnership  created in September 2002 with an established
radio  network.  This  network  represents  all of the Company's current revenue
streams.  The  Company  is  planning  on  expanding  and  moving into new areas,
primarily  the  VOIP  telecom  business,  via  a  proposed  acquisition in 2005.


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.

                                       14
<PAGE>

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 information services, media,
technology  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.

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.

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.

                                       15
<PAGE>

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  March  31,  2005,  the  Company's  only  debt  was  to its Chairman and CEO.
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.

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
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 Aventura Holdings, 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.

                                       16
<PAGE>

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  June 27, 2002 the Company entered into agreement with four (4) institutional
investors  to  provide  the  Company  $750,000  in  capital  through  a  Secured
Convertible  Debenture  Offering  ("Debenture").  The  Company  has  filed  and
withdrawn  a  SB-2  Registration  Statement  and, subsequently, a SB-2/A amended
Registration  Statement and a new SB-2 Registration Statement in connection with
the  Debenture. On October 30, 2003, the SB-2 was declared effective by the SEC.

On June 28, 2002 the Company entered into an Option Agreement and Plan of Merger
("Agreement")  to  acquire  all  of  the  assets  of Live Media Enterprises, Inc
("Live"),  a west coast based independent producer of consumer lifestyle events.
On  September  3,  2002 the Company elected to terminate the Agreement with Live
and  not  proceed  with  the  acquisition. In connection with the Agreements the
Company  has  loaned  Live  the  sum  of $56,000. This loan is documented in two
Promissory  Notes  and  is  collateralized by substantially all of the assets of
Live  and personally guaranteed by Live's principal shareholder and officer. The
Company  is  presently  attempting  to  collect  its  debts from Live in the Los
Angeles  Superior  Court.

On September 5, 2002, the Company entered into agreement with Sports Byline USA,
L.P.  to own and operate a new, national radio network, Radio X. Radio X intends
to  develop, produce, license, broadcast and distribute radio programs, targeted
to  young  males  that will be distributed via traditional terrestrial stations,
via  satellite  and  over  the  Internet. The Company has contributed the sum of
$100,000  to  this  business  plus  certain management services. Our partnership
interest  is 50%, however, we have an overriding voting control over all matters
of  the partnership. Radio X currently has three radio programs in distribution.

On  March  8,  2004,  we  entered into a redemption agreement with our debenture
holders, whereby we agreed to pay $150,000 per week for five weeks commencing on
March  22,  2004  until  such  time as the Company has paid $750,000. Upon final
payment, we delivered 20,000,000 shares of common stock to the debenture holders
as  full  satisfaction  of  liabilities under the debenture agreements. The full
redemption  of  the  Secured  Convertible  Debentures was completed in mid 2004.

In  March and April 2004, we entered into loan agreements to borrow an aggregate
of  $824,000.  The  loans bear interest at a rate equal to the prevailing 30-day
LIBOR rate plus 100 basis points. Interest on the loans is computed on the basis
of  a  360-day year for the number of actual days elapsed and is due and payable
quarterly commencing in June 2004. The loans are due in March and April 2006. If
the  loans  are not paid by the close of business on the due date in March 2006,
the  Company  shall  pay  the  lender a late charge equal to five percent of the
outstanding  principal  balance. The Company paid a cash fee equal to 10% of the
amount  borrowed which is deducted directly from the proceeds by the lender. The
loans  are collateralized by 28,000,000 shares of the Company's common stock. In
addition,  we  issued  an  additional  38,000,000  common  shares into escrow as
collateral  during  March  2004  in  anticipation  of  future  borrowings.  The
collateral  shares are not considered outstanding for accounting purposes and do
not  have  voting  rights  until  and unless they are foreclosed upon due to any
future default as stipulated in the agreements. In 2004 the Company resigned all
of  its pledged collateral to the Lender in exchange for full forgiveness of all
loans  and  any  and  all  past  due  interest  obligations.

On  February 28, 2005 we entered into a binding letter of intent to acquire 100%
of  Aventura  Networks, LLC in exchange for shares of our common stock. Aventura
is  a  leading Voice Over Internet Protocol ("VOIP"') telephone service provider
currently conducting business primarily in the wholesale market. In the event of
termination  of the letter of intent, there is a $50,000 termination fee payable
by  the  party  that  terminates  the  letter  of  intent.

                                       17
<PAGE>

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.

RESULTS  OF  OPERATIONS

As  a  BDC,  the Company does not operate a business or consolidate its earnings
with  its portfolio investees.  Effective March 15, 2005 the Company elected BDC
status  meaning  that  the  Company  is  in  the  business of investing in other
businesses.  BDC's  measure  most  income by investment gains and losses and the
fluctuation  in  the  value  of  its  portfolio  investees.  It  is difficult to
meaningfully  compare  the three months ended March 31, 2005 to the three months
ended  March 31, 2004.  All comparative references are for presentation purposes
only  and  should  be  viewed  accordingly.

REVENUES

Revenues  for  the  three months ended March 31, 2005 were $5,000 as compared to
revenues  for  the  five  months ended March 31, 2004 of $2,415 and were derived
from  our  subsidiary,  Radio  X  Network  prior  to  our  BDC  election.

OPERATING  EXPENSES

Compensation  was  $0  for  the  three  months  ended March 31, 2005 compared to
$37,500  for  the  comparable  period  in  2004.  Compensation relates solely to
compensation  under  our  employment  agreement  with  our  president

Consulting  expense  for  the  three  months  ended  March 31, 2005 was $149,000
compared  to  $1,112,233  for  the three months ended March 31, 2004. Consulting
expense  related  to  the  issuance  of  common  stock  for  services to outside
consultants.

The  debenture  penalty  of  $30,000  for  the three months ended March 31, 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 $7,000 for the three months ended March 31,
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  three  months  ended  March  31, 2005 were $21,151
compared  to  $10,143 for the three months ended March 31, 2004. The increase is
primarily  related  to  accounting,  legal  and audit services regarding our SEC
filings.

Other  selling,  general  and administrative expenses were $38,727 for the three
months  ended  March  31, 2005 as compared to $34,711 for the three months ended
March  31,  2004.  The  increase  in expenses is primarily due to travel related
expense  for  the  three  months  ended  March 31, 2005 as compared to the three
months  ended  March  31,  2004.

Interest  expense  was  $0 for the three months ended March 31, 2005 compared to
$19,581  for  the  three  months  ended  March  31,  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 three months ended March 31, 2004, we recognized an aggregate settlement
expense  of $57,334 related to the redemption of the debentures.  On February 4,
2003,  we  settled  a  lawsuit  by issuing 1,000,000 common shares and $6,500 in
cash.  The  shares were valued at the quoted trading price of $0.03 per share on
the  settlement  date  resulting  in  a  total  settlement  expense  of $36,500.

As  a  result of these factors, we reported a net loss of $201,029 or $(.00) per
share  for  the  three  months ended March 31, 2005 as compared to a net loss of
$1,301,567  or  ($.02)  per  share  for  the  three months ended March 31, 2004.

LIQUIDITY  AND  CAPITAL  RESOURCES

At  March  31,  2005,  we  had  an accumulated deficit of $8,647,175 and working
capital  deficit  of  $105,015.  Our  operations  have  been funded by an equity
investor  in  our common stock where we issued 183,088 common shares for $82,390
cash  during  2002,  by  the  sale of convertible debentures of $750,000 through
November  2003, and net proceeds from loan of $752,600 through May 2004. We also
sold  53,000,000  shares  of our common stock in a private placement offering in
September  2004  for  $132,500.  We  collected  $30,000  of  this amount and are
attempting  to  collect  the  remaining  $102,500. At December 31, 2004, we have
provided  an  allowance for $102,500 against this stock subscription receivable.
These  funds  were  used  primarily  for  working capital, capital expenditures,
advances  to  third  parties  in  anticipation  of  entering  into  a  merger or
acquisition  agreement  and  to  pay  down  certain  related  party  loans  and
debentures.  During  the three months ended June 30, 2004, we repaid $750,000 of
our  outstanding  convertible  debentures.  Our  president  also  advanced to us
$40,000  during  the fourth quarter of 2004 and $46,500 during the first quarter
of  2005.  The  cash  balance  at  March 31, 2005 was $4,110 and we will have to
minimize  operations until we receive additional cash flows from our businesses,
complete additional financing, or find a merger candidate. On February 28, 2005,
we  entered  into  a binding letter of intent to acquire 100% Aventura Networks,
LLC in exchange for shares of our common stock. Aventura is a leading Voice Over
Internet  Protocol  ("VOIP"')  telephone  service  provider currently conducting
business  primarily  in the wholesale market. There is a $50,000 termination fee
payable  by  the  party  that  terminates  the  letter  of  intent.

We  have  no  material commitments for capital expenditures.  Other than several
thousand  dollars  to be generated from our advertising sales from the broadcast
of  our  initial  program  on  the  Radio X Network, debenture proceeds and loan
proceeds,  we have no external sources of liquidity. Although we believe we will
have sufficient capital to fund our anticipated operations through the middle of
2005,  we  are not currently generating meaningful revenues and, unless we raise
additional  capital,  we may not be able to continue operating beyond the middle
of  2005.

Net  cash  used  in  operations during the three months ended March 31, 2005 was
$62,242  and  was  substantially  attributable  to  net  loss of $201,029 offset
primarily  by  non-cash  stock  based  expenses  of  $147,025 and net changes in
operating  assets and liabilities of ($8,238). In the comparable period of 2004,
we had net cash used in operations of $44,377 primarily relating to the net loss
of  $1,301,567 primarily offset by stock-based consulting expense of $1,112,233,
non-cash  debt  discount  amortization  of $7,000, amortization of deferred debt
issuance costs of $875, a non-cash settlement expense of $57,334 and net changes
in  operating  assets  and  liabilities  of  $79,748.

Net  cash  provided by financing activities for the three months ended March 31,
2005  was  $46,500  as  compared to net cash provided by financing activities of
$171,000  for  the  three  months  ended March 31, 2004. During the three months
ended  March  31,  2005,  we  received  advances  from our CEO of $46,500 In the
comparable  period  of  2004, we received proceeds from a loan of $490,000, paid
$49,000  in  debt  issuance costs and repaid convertible debentures of $270,000.

For  the  fiscal  year ended December 31, 2004, our auditors have 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 1 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.

                                       18
<PAGE>

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.

                                       19
<PAGE>

Part  II.     OTHER  INFORMATION

Item  1.     Legal  Proceedings

None


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

None


Item  3.     Defaults  Upon  Senior  Securities

None

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

None
Item  5.     Other  Information

None

                                       20
<PAGE>

Item  6.     Exhibits

<TABLE>
<CAPTION>

<S>              <C>

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

</TABLE>

                                   SIGNATURES

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

                                     AVENTURA  HOLDINGS,  INC.



December  14,  2005          By:     /s/  Craig  A.  Waltzer
                                     -----------------------
                                     Craig  A.  Waltzer
                                     Chief  Executive  Officer,  President,  and
                                     Director

                                       21