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
      1934For
      the quarterly period ended September 30,
2009





 ̈
            TRANSITION
      REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACTFor
      the transition period from 
      to




Commission
File Number 33-42498




AVENTURA
HOLDINGS, INC.


(Exact
name of registrant as specified in its charter)


Florida
              65-0254624(State
      or other jurisdiction ofincorporation
      or organization)
              (IRS
      EmployerIdentification
      No.)


2650
Biscayne Boulevard, Miami, Florida 33137


(Address
of principal executive offices)




(305)
937-2000


(Registrant’s
telephone number, including area code)




Indicate
by checkmark whether the registrant (1) has filed all reports required to
be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports) and (2) has been subject to such filing
requirements for the past 90 days.    Yes  x    No   ̈




Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.





Large
      accelerated filer   ̈
            
            
            
            Accelerated
      filer   ̈Non-accelerated
      filer   ̈
            
            (Do not check if a smaller reporting company)
            
            Smaller
      reporting company  x




Indicate
by checkmark whether the registrant is a shell company (as defined in Rule 126.2
of the Exchange Act).    Yes   ̈    No  x




The
number of shares of common stock outstanding as of November 16, 2009 was
3,150,210,132.




Table of Contents




AVENTURA
HOLDINGS, INC.
  Table of Contents
  PagePART
      I Financial InformationItem
      1.
              Financial
      Statements
              3Item
      2.
              Management's Discussion and Analysis
      of Financial Condition and Results of
Operations
              9Item
      3.
              Quantitative and Qualitative
      Disclosures About Market Risk
              10Item
      4.
              Internal Control and
      Procedures
              11PART
      II Other InformationItem
      1.
              Legal
      Proceedings
              12Item
      1A.
              Risk
    Factors
              12Item
      2.
              Unregistered Sales of Equity
      Securities and Use of Proceeds
              14Item
      3.
              Defaults Upon Senior
      Securities
              14Item
      4.
              Submission of Matters to a Vote of
      Security Holders.
              14Item
      5.
              Other
      Information
              14Item
      6.
              Exhibits
              14Signatures
              15
    Table of Contents




PART
I. FINANCIAL INFORMATION




Item
1.                 
Financialstatements





AVENTURA
HOLDINGS, INC.


CONSOLIDATED
BALANCE SHEETS


SEPTEMBER
30, 2009 AND DECEMBER 31, 2008


(UNAUDITED)


September
      30,
              
              
              December
      31,2009
              
              
              2008(unaudited)ASSETS:Current
      AssetsCash
              
              $
              1,289
              
              
              $
              3,351Accounts
      receivable
              
              
              25,000
              
              
              
              -Total
      Current Assets
              
              
              26,289
              
              
              
              3,351Fixed
      AssetsFurniture
      and equipment
              
              
              32,500
              
              
              
              32,500Less:
      accumulated depreciation
              
              
              (4,640
              )
              
              
              (1,160
              )27,860
              
              
              
              31,340Other
      AssetsSecurity
      deposit
              
              
              -
              
              
              
              4,420Total
      Other Assets
              
              
              -
              
              
              
              4,420TOTAL ASSETS
              
              $
              54,149
              
              
              $
              39,111LIABILITIES & SHAREHOLDERS'
      EQUITY (DEFICIT):Liabilities:Accounts
      payable
              
              $
              -
              
              
              $
              27,383Accrued
      compensation
              
              
              34,656
              
              
              
              59,332Total
      Liabilities
              
              
              34,656
              
              
              
              86,715Shareholders'
      Equity (Deficit):Common
      Stock; $0.001 par value; 5,000,000,000 sharesauthorized;
      3,150,210,132 shares issued and outstandingas
      of September 30, 2009 and 2,790,324,194 shares issuedand
      outstanding as of December 31, 2008
              
              
              3,150,211
              
              
              
              2,790,325Additional
      paid in capital
              
              
              (2,216,793
              )
              
              
              (1,936,907
              )Treasury
      stock
              
              
              200,000
              
              
              
              200,000Accumulated
      deficit
              
              
              (1,113,925
              )
              
              
              (1,101,022
              )Total
      Shareholders' Equity (Deficit)
              
              
              19,493
              
              
              
              (47,604
              )TOTAL LIABILITIES &
      SHAREHOLDERS' EQUITY
      (DEFICIT)
              
              $
              54,149
              
              
              $
              39,111


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


3
 Table of Contents




AVENTURA
HOLDINGS, INC.


CONSOLIDATED
STATEMENTS OF OPERATIONS




For
      the Nine
              
              
              For
      the Nine
              
              
              For
      the Three
              
              
              For
      the ThreeMonths
      Ended
              
              
              Months
      Ended
              
              
              Months
      Ended
              
              
              Months
      EndedSeptember
      30,
              
              
              September
      30,
              
              
              September
      30,
              
              
              September
      30,2009
              
              
              2008
              
              
              2009
              
              
              2008(unaudited)
              
              
              (unaudited)
              
              
              (unaudited)
              
              
              (unaudited)REVENUES:Sales
              
              $
              95,466
              
              
              $
              15,695
              
              
              $
              -
              
              
              $
              -Less:
      cost of sales
              
              
              58,604
              
              
              
              4,230
              
              
              
              -
              
              
              
              -Gross
      Profit
              
              
              36,862
              
              
              
              11,465
              
              
              
              -
              
              
              
              -Fee
      Income
              
              
              48,398
              
              
              
              166,894
              
              
              
              32,455
              
              
              
              69,845Total
      Revenues
              
              
              85,260
              
              
              
              178,359
              
              
              
              32,455
              
              
              
              69,845EXPENSES:General
      & Administrative
              
              
              98,163
              
              
              
              94,044
              
              
              
              44,561
              
              
              
              35,091Net  Income
              
              $
              (12,903
              )
              
              $
              84,315
              
              
              $
              (12,106
              )
              
              $
              34,754LOSS
      PER SHARE:Net
      Income (loss) Per Common Share -Basic
      and Diluted
              
              $
              (nil
              )
              
              $
              nil
              
              
              $
              (nil
              )
              
              $
              nilWeighted
      Common Shares Outstanding -Basic
      and Diluted
              
              
              3,150,210,132
              
              
              
              2,790,324,194
              
              
              
              3,150,210,132
              
              
              
              2,790,324,194


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




4
 Table of Contents




AVENTURA
HOLDINGS, INC.


CONSOLIDATED
STATEMENTS OF CHANGES IN SHAREHOLDERS (DEFICIT)


(UNAUDITED)




Common
      Stock
              
              
              Preferred
      Stock
              
              
              Additional
              
              
              Accumulated
              
              
              TreasuryShares
              
              
              Amount
              
              
              Shares
              
              
              Amount
              
              
              Paid
      In Capital
              
              
              Deficit
              
              
              Stock
              
              
              TotalBalance
      at December 31, 2007
              
              
              2,790,324,194
              
              
              $
              2,790,325
              
              
              
              500
              
              
              $
              1
              
              
              $
              (1,736,908
              )
              
              $
              (1,162,190
              )
              
              $
              200,000
              
              
              $
              91,228Preferred
      Stock Exchange for IPTV Technology
              
              
              -
              
              
              
              -
              
              
              
              (500
              )
              
              
              (1
              )
              
              
              (199,999
              )
              
              
              -
              
              
              
              -
              
              
              
              (200,000
              )Net
      income
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              61,168
              
              
              
              -
              
              
              
              61,168Balance
      at December 31, 2008
              
              
              2,790,324,194
              
              
              
              2,790,325
              
              
              
              -
              
              
              
              -
              
              
              
              (1,936,907
              )
              
              
              (1,101,022
              )
              
              
              200,000
              
              
              
              (47,604
              )Common
      share issuance pursuant to registrationstatement
              
              
              359,885,938
              
              
              
              359,886
              
              
              
              -
              
              
              
              -
              
              
              
              (279,886
              )
              
              
              -
              
              
              
              -
              
              
              
              80,000Net
      loss
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              (12,903
              )
              
              
              -
              
              
              
              (12,903
              )Balance
      at September 30, 2009
              
              
              3,150,210,132
              
              
              $
              3,150,211
              
              
              
              -
              
              
              $
              -
              
              
              $
              (2,216,793
              )
              
              $
              (1,113,925
              )
              
              $
              200,000
              
              
              $
              19,493




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




5
 Table of Contents




AVENTURA
HOLDINGS, INC.


CONSOLIDATED
STATEMENT OF CAH FLOWS


(UNAUDITED)




For
      the Nine Months EndedSeptember
      30,2009
              
              
              2008(unaudited)
              
              
              (unaudited)Cash
      flows from operating activities:Net
      income (loss)
              
              $
              (12,903
              )
              
              $
              84,315Adjustments
      to reconcile net loss to netcash
      used in operating activities:Depreciation
              
              
              3,480Fixed
      assets received in exchange for fees
              
              
              
              
              
              
              (32,500
              )(Increase)
      decrease in:Accounts
      receivable
              
              
              (25,000
              )
              
              
              -Prepaid
      expenses
              
              
              -
              
              
              
              (1,066
              )Due
      from others
              
              
              -Security
      deposit
              
              
              4,420
              
              
              
              -Increase
      (decrease) in:Accounts
      payable
              
              
              (27,383
              )
              
              
              (12,837
              )Accrued
      compensation
              
              
              (24,676
              )
              
              
              12,484Due
      to related party
              
              
              -
              
              
              
              (47,883
              )Net
      cash (used) in operating activities
              
              
              (82,062
              )
              
              
              2,513Cash
      flows from investing activities:
              
              
              -
              
              
              
              -Net
      cash provided (used) in investing activities
              
              
              -
              
              
              
              -Cash
      flows from financing activities:Proceeds
      from share issuance
              
              
              80,000
              
              
              
              -Proceeds
      from related party
              
              
              -
              
              
              
              1,500Net
      cash provided by financing activities
              
              
              80,000
              
              
              
              1,500Net
      increase in cash
              
              
              (2,062
              )
              
              
              4,013Cash
      at beginning of period
              
              
              3,351
              
              
              
              1,153Cash
      at end of period
              
              $
              1,289
              
              
              $
              5,166Supplemental
      Disclosure of Cash Flow Information:Cash
      paid during the period for:Interest
              
              $
              -
              
              
              $
              -Income
      Taxes
              
              $
              -
              
              
              $
              -Noncash
      investing and financing activities are as follows:Common
      stock issued inconjunction with acquisitions
              
              $
              -
              
              
              $
              -Issuance
      of common stock
              
              $
              80,000
              
              
              $
              -Exchange
      of intellectual property for preferred stock
              
              $
              -
              
              
              $
              (200,000
              )


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




6
 Table of Contents




AVENTURA HOLDINGS, INC.


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS


(UNAUDITED)




NOTE
1 - NATURE OF ORGANIZATION




Aventura
Holdings, Inc. (“Aventura”, “we”, “us”, “our”, or the “Company”) is a publicly
held Miami, Florida based Company that through its subsidiaries is engaged in
the video surveillance and internet broadcast markets.




NOTE
2 - GOING CONCERN




As
reflected in the accompanying financial statements, the Company’s past recurring
losses from operations, net loss of $12,903 and net income of $84,315for the
nine months ended September 30, 2009 and 2008 and net cash used in operations of
$82,062 and generated in operations of $2,513 for the nine months ended
September 30, 2009 and 2008; shareholder’s equity of $19,493 and an accumulated
deficit of $ 1,113,925 at September 30, 2009, raise substantial doubt about our
ability to continue as a going concern. Our financial statements do not include
any adjustments to reflect the possible effects on recoverability and
classification of assets or the amounts and classification of liabilities that
may result from our inability to continue as a going concern.




Our
ability to continue as a going concern is dependent on the ability to further
implement our business plan, raise capital, and generate revenues. We presently
do not have sufficient revenues to cover our incurred expenses. Our management
recognizes that we must generate additional resources to enable us to pay our
obligations as they come due, and that we must ultimately successfully implement
our business plan and achieve profitable operations. We cannot assure you that
we will be successful in any of these activities. Should any of these events not
occur, our financial condition will be materially adversely
affected.




The time
required for us to become profitable from operations is highly uncertain, and we
cannot assure you that we will achieve or sustain operating profitability or
generate sufficient cash flow to meet our planned capital expenditures, working
capital and debt service requirements. If required, our ability to obtain
additional financing from other sources also depends on many factors beyond our
control, including the state of the capital markets and the prospects for our
business. The necessary additional financing may not be available to us or may
be available only on terms that would result in further dilution to the current
owners of our common stock.




We cannot
assure that we will generate sufficient cash flow from operations or obtain
additional financing to meet our obligations. The financial statements do not
include any adjustments to reflect the possible effects on recoverability and
classification of assets or the amounts and classification of liabilities, which
may result from the inability of the Company to continue as a going
concern.




Management’s
Plans




The
Company has enjoyed limited success pursuing its most recent business plan. The
Board of Directors has determined that it is in the best interest of the Company
and its shareholders to pursue a new business strategy and undertaken
investigations and discussions with certain other parties regarding
alternatives. The Company has not yet reached any definitive agreements with any
parties.




NOTE
3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES




Interim
reporting




While the
information presented in the accompanying interim financial statements is
unaudited, it includes all adjustments, which are, in the opinion of management,
necessary to present fairly the financial position, results of operations and
cash flows for the interim periods presented in accordance with accounting
principles generally accepted in the United States of America. These interim
financial statements follow the same accounting policies and methods of their
application as the December 31, 2008 annual financial statements of
Aventura Holdings, Inc. All adjustments are of a normal recurring nature. It is
suggested that these interim financial statements be read in conjunction with
the Company’s December 31, 2008’s annual financial statements.





Operating
results for the three and nine months ended September 30, 2009 are not
necessarily indicative of the results that can be expected for the year ended
December 31, 2009.





NOTE
4 - 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.




7
 Table of Contents





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 who engaged independent valuation experts and ratified 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.




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.




NOTE
5 EMPLOYMENT AGREEMENTS




As of
November 16, 2009, the Company has one full-time employee under a five year
employment agreement commencing May 16, 2006. The employment agreement
calls for annual remuneration of $60,000, certain fringe benefits and expense
reimbursement. The employee is not represented by a union and the Company
believes the relationship with the employee is good.




NOTE
6 - RELATED PARTY AND AFFILIATE TRANSACTIONS




The
following disclosures comply with generally accepted accounting principles and
the disclosure requirements under the Regulation S-X, Article 6, with regard to
affiliate investments and transactions.




NOTE
7 – SUBSEQUENT EVENTS




The owner
of a majority of the common stock has advised the Company that it has reached an
agreement for the sale of substantially all of its holdings.  This
transfer, when and if it occurs, would result in a change in control that would
be reflected in a Current Report under Form 8-K and other reports regarding
changes in ownership.  The majority owner has further advised the
Company that the new owners of a majority of the common stock would likely
pursue a change in the business model for the Company which change would be more
fully disclosed in a a Current Report under Form 8-K.




In
connection with these discussions and pending agreements, the Company had
previously agreed to pursue a ‘reverse-split’ of its common stock, on the basis
of each 1,000 shares of its common stock being exchanged for a new share of
stock.  The Company previously gave notice of this decision in its
Information Statement under Form 14C filed with the Securities and Exchange
Commission.  In that same Information Statement, the majority
shareholder had consented to authority to change the name of the
Company.  Notice has not yet been given to FINRA (the Financial
Industry Regulatory Authority) to effectuate these two changes.





NOTE
8 - INTERNAL CONTROL




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. Based on this evaluation,
management has 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 our principal executive officer as appropriate, to allow timely
decisions regarding required disclosure.





NOTE
9 – SALES OF REGISTERED STOCK





The
Company filed a registration statement under  Form S-1 which was
declared effective December 18, 2008.  Pursuant to this registration
statement, the Company sold a total of 10,000,000 shares to an individual for
$5,000 and a total of 349,885,938 shares to four entities for
$75,000.




8
 Table of Contents




Item 2.
            Management’s
      Discussion and Analysis of Financial Condition and Results of
      Operation




The
following discussion should be read in conjunction with our financial statements
and notes thereto appearing elsewhere in this report.




CAUTIONARY
STATEMENT REGARDING FORWARD-LOOKING INFORMATION




This Form
10-Q for the quarter ended September 30, 2009 contains forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933,
as amended, and Section 21E of the Securities Exchange Act of 1934, as
amended. Forward-looking statements may be identified by the use of
forward-looking terminology, such as “may”, “shall”, “could”, “expect”,
“estimate”, “anticipate”, “predict”, “probable”, “possible”, “should”,
“continue”, or similar terms, variations of those terms or the negative of those
terms. The forward-looking statements specified in the following information
have been compiled by our management on the basis of assumptions made by
management and are considered by management to be reasonable. Our future
operating results, however, are impossible to predict and no representation,
guaranty, or warranty is to be inferred from those forward-looking
statements.




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




RECENT
DEVELOPMENTS





None.




RESULTS
OF OPERATIONS




For a
discussion of factors that could impact operating results, see the section
entitled “Risk Factors” in Item 1A, which is incorporated herein by
reference.





AVENTURA
HOLDINGS, INC.


CONSOLIDATED
STATEMENTS OF OPERATIONS




For
      the Nine
              
              
              For
      the Nine
              
              
              For
      the Three
              
              
              For
      the ThreeMonths
      Ended
              
              
              Months
      Ended
              
              
              Months
      Ended
              
              
              Months
      EndedSeptember
      30,
              
              
              September
      30,
              
              
              September
      30,
              
              
              September
      30,2009
              
              
              2008
              
              
              2009
              
              
              2008(unaudited)
              
              
              (unaudited)
              
              
              (unaudited)
              
              
              (unaudited)REVENUES:Sales
              
              $
              95,466
              
              
              $
              15,695
              
              
              $
              -
              
              
              $
              -Less:
      cost of sales
              
              
              58,604
              
              
              
              4,230
              
              
              
              -
              
              
              
              -Gross
      Profit
              
              
              36,862
              
              
              
              11,465
              
              
              
              -
              
              
              
              -Fee
      Income
              
              
              48,398
              
              
              
              166,894
              
              
              
              32,455
              
              
              
              69,845Total
      Revenues
              
              
              85,260
              
              
              
              178,359
              
              
              
              32,455
              
              
              
              69,845EXPENSES:General
      & Administrative
              
              
              98,163
              
              
              
              94,044
              
              
              
              44,561
              
              
              
              35,091Net  Income
              
              $
              (12,903
              )
              
              $
              84,315
              
              
              $
              (12,106
              )
              
              $
              34,754LOSS
      PER SHARE:Net
      Income (loss) Per Common Share -Basic
      and Diluted
              
              $
              (nil
              )
              
              $
              nil
              
              
              $
              (nil
              )
              
              $
              nilWeighted
      Common Shares Outstanding -Basic
      and Diluted
              
              
              3,150,210,132
              
              
              
              2,790,324,194
              
              
              
              3,150,210,132
              
              
              
              2,790,324,194




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




9
 Table of Contents





REVENUES




Sales for
the nine months ended September 30, 2009 were $95,466 compared to sales for the
nine months ended September 30, 2008 of $15695.  Fee income for the
nine months ended September 30, 2009 was $48,398 compared to fee income for the
nine months ended September 30, 2008 of $166,894.




OPERATING
AND OTHER EXPENSES




Operating
expenses for the nine months ended September 30, 2009 were $98,163 compared to
operating expenses for the nine months ended September 30, 2008 of
$94,044.




Financing
expenses were $0 for the nine months ended September 30, 2009 compared to $0 for
the nine months ended September 30, 2008.




As a
result of these factors, we reported a net loss of $12,903 or $(nil) per share
for the nine months ended September 30, 2009 as compared to  net
income of $84,315 or $.nil per share for the nine months ended September 30,
2008.




LIQUIDITY
AND CAPITAL RESOURCES




At
September 30, 2009, we had assets exceeding liabilities by $19,493 and an
accumulated deficit of $1,113,925.




We have
no material commitments for capital expenditures.




Net cash
used in operations during the nine months ended September 30, 2009 was $82,062.
In the comparable period of September 30, 2008, we had net cash generated by
operations of $2,513.




No cash
was provided or used by investing activities for the nine months ended September
30, 2009 and no cash was provided or used by investing activities for the nine
months ended September 30, 2008.





$80,000
was provided by financing activities for the nine months ended September 30,
2009 by the issuance of common stock while $1,500 was provided for the nine
months ended September 30, 2008 by virtue of a related party.




The
Company relies upon outside entities to finance its operations and provide
capital for lending activities. A tightening of capital markets can reduce or
eliminate funding sources resulting in a decrease in our liquidity and an
inability to generate revenues from new lending activities.




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.




CRITICAL
ACCOUNTING POLICIES




A summary
of significant accounting policies is included in Note 3 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.





Item 3.
            Quantitative
      and Qualitative Disclosures about Market
Risk




The
Company does not currently engage in transactions in derivative financial
instruments or derivative commodity instruments. As of September 30, 2009, the
Company’s financial instruments were not exposed to significant market risk due
to interest rate risk, foreign currency exchange risk, commodity price risk or
other relevant market risks, such as equity price risk.




However,
as discussed elsewhere in this Form 10-Q, the Company may also be subject to the
following market risk:




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Interest
Rate Risk




Our
anticipated operations are expected to be leveraged by and sensitive to interest
rates. To the extent we may borrow funds to finance our operations at variable
rates, we may become subject to risks arising from interest rate fluctuations.
Our potential exposure to interest rate risk arises primarily from changes in
prime lending rates of commercial banks, which are in turn impacted by the
policies and practices of the United States Federal Reserve Board, among other
things.





Item 4.
            Controls
      and Procedures





Evaluation of
disclosure controls and procedures.Our management evaluated,
with the participation of our Chief Executive Officer (CEO) and Chief Financial
Officer (CFO), the effectiveness of the design and operation of the Company's
disclosure controls and procedures (as defined in Rules 13a - 15(e) or 15d -
15(e) under the Securities Exchange Act of 1934, as amended) as of the end of
the period covered by this Quarterly Report on Form 10-Q. Based on this
evaluation, the Company's management, including the CEO and CFO, concluded that
the Company's disclosure controls and procedures were effective as of the end of
the period covered by this Quarterly Report on Form 10-Q to ensure that
information we are required to disclose in reports that we file or submit under
the Securities Exchange Act of 1934 is accumulated and communicated to our
management, including our principal executive and principal financial officers,
as appropriate to allow timely decisions regarding required disclosure and that
such information is recorded, processed, summarized and reported within the time
periods specified in the Securities and Exchange Commission Rules and
Forms.





Changes in internal control over
financial reporting.  There was no change in our internal
control over financial reporting that occurred during the first quarter of
fiscal 2009 that has materially affected, or is reasonably likely to materially
affect, our internal control over financial reporting.




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PART
II. OTHER INFORMATION





Item 1.
            Legal
      Proceedings





None.


Item 1A.
            Risk
      Factors




An
investment in our common stock is highly speculative, involves a high degree of
risk, and should be considered only by those persons who are able to bear the
economic risk of their investment for an indefinite period. In addition to other
information in this Quarterly Report on Form 10-Q, you should carefully consider
the risks described below before investing in our publicly-traded securities.
The risks described below are not the only ones facing us. Our business is also
subject to the risks that affect many other companies, such as competition,
technological obsolescence, labor relations, general economic conditions and
geopolitical changes. Additional risks not currently known to us or that we
currently believe are immaterial also may impair our business operations and our
liquidity.




This
is a highly speculative investment.




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




You
will be diluted if we issue additional common stock, options to purchase common
stock and/or debt or equity securities convertible into common
stock.




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




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





We
may be subject to various industry-specific risks associated with our
anticipated business operations.




Management
has discretionary use of Company assets.




We
continue to look for and investigate business opportunities that are consistent
with our business plan, including further acquisitions. Management has broad
discretion with respect to the acquisition of interests in companies that are
consistent with our anticipated operations. Although management intends to apply
any proceeds it may receive through the future issuance of stock or debt to
acquire or operate suitable businesses, it will have broad discretion in
allocating these funds. There can be no assurance that the management’s use or
allocation of such proceeds will allow it to achieve its business
objectives.




We
operate in a competitive market for acquisition and investment
opportunities.




We
compete for acquisitions with a large number of companies and investment funds.
Many of our competitors may have greater resources than we do. Increased
competition makes it more difficult for us to make acquisitions or investments
at attractive prices. As a result of this competition, sometimes we may be
precluded from making otherwise attractive acquisitions or investments. There
can be no assurance that we will be able to identify, negotiate and consummate
acquisitions of attractive companies in light of this competition.




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




Our
operating results may fluctuate and, therefore, you should not rely on current
or historical period results to be indicative of our performance in future
reporting periods. Factors that could cause operating results to fluctuate
include, but are not limited to, variations in the costs of identifying,
negotiating and consummating acquisitions of businesses consistent with our
business plan; variations in and the timing of the recognition of net realized
gains or losses and changes in unrealized appreciation or depreciation; the
degree to which we encounter competition in our markets; and other general
economic and operational circumstances.




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Our
common stock price may be volatile.




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





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





•
            
            significant
      volatility in the market price and trading volume of securities of
      financial services companies;





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





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





•
            
            general
      economic conditions and trends;





•
            
            loss
      of a major funding source; or





•
            
            departures
      of key personnel.




OTC
Bulletin Board.




Our
common stock is quoted on the OTC Bulletin Board (“OTCBB”). The OTCBB is an
inter-dealer, over-the-counter market that provides significantly less liquidity
than the NASDAQ Stock Market or national or regional exchanges. Securities
traded on the OTCBB are typically thinly traded, highly volatile, have fewer
markets and are not followed by analysts. The SEC’s order handling rules, which
apply to NASDAQ-listed securities, do not apply to securities quoted on the
OTCBB. Quotes for stocks included on the OTCBB are not listed in newspapers.
Therefore, prices for securities traded solely on the OTCBB may be difficult to
obtain and holders of our common stock may be unable to sell their shares at any
price.





Penny
Stock Rules.




Trading
in our securities will be subject to the “penny stock” rules for the foreseeable
future. The SEC has adopted regulations that generally define a penny stock to
be any equity security that has a market price of less than $5.00 per share,
subject to certain exceptions. These rules require that any broker-dealer who
recommends our securities to persons other than prior customers and accredited
investors must, prior to the sale, make a special written suitability
determination for the purchaser and receive the purchaser’s written agreement to
execute the transaction. Unless an exception is available, the regulations
require the delivery, prior to any transaction involving a penny stock, of a
disclosure schedule explaining the penny stock market and the risks associated
with trading in the penny stock market. In addition, broker-dealers must
disclose commissions payable to both the broker-dealer and the registered
representative and current quotations for the securities they offer. The
additional burdens imposed upon broker-dealers by such requirements may
discourage broker-dealers from recommending transactions in our securities,
which could severely limit the liquidity of our common stock and consequently
adversely affect the market price of our common stock.




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




We are
regulated by the SEC and impacted by regulations of certain state regulatory
agencies and self-regulatory organizations. Any change in the law or regulations
that govern our business could have a material impact on us or our operations.
Laws and regulations may be changed from time to time, and the interpretations
of the relevant laws and regulations also are subject to change, which may have
a material effect on our operations.




No
dividends.




Holders
of our securities will only be entitled to dividends when, as and if declared by
our Board of Directors. We do not expect to have a cash surplus available for
dividends in the foreseeable future.





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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.





Item 6.
            Exhibits







Item 601 ofRegulation S-K
                Exhibit No.:
            
            Exhibit31.1
            
            Rule 13a-14(a)/15d-14(a) Certification of Chief
      Executive Officer of the Company31.2
            
            Rule 13a-14(a)/15d-14(a) Certification of Chief
      Financial Officer of the Company32.1
            
            Section 1350 Certification by Chief Executive Officer
      and Chief Financial Officer







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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.November
      16, 2009
            
            By:
            
            /s/
      Craig A.
      WaltzerCraig
      A. WaltzerChief
      Executive Officer, President, and
Director











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