UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549







FORM
10-Q







x
                QUARTERLY
      REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934For
      the quarterly period ended March 31,
      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.)




2025
NE 198 Terrace, Miami, Florida 33179


(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 May 14, 2009 was
2,800,324,194.






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
                11Item
      4.
                Internal
      Control and Procedures
                11PART
      II  Other InformationItem
      1.
                Legal
      Proceedings
                11Item
      1A.
                Risk
      Factors
                11Item
      2.
                Unregistered
      Sales of Equity Securities and Use of Proceeds
                13Item
      3.
                Defaults
      Upon Senior Securities
                13Item
      4.
                Submission
      of Matters to a Vote of Security Holders.
                13Item
      5.
                Other
      Information
                13Item
      6.
                Exhibits
                13Signatures
                14








Table of Contents




PART I.
FINANCIAL INFORMATION





Item 1. Financial statements





AVENTURA
HOLDINGS, INC.


CONSOLIDATED
BALANCE SHEETS


MARCH
31, 2009 AND DECEMBER 31, 2008


(UNAUDITED)




March
      31,
                                              
                                              
                                              December
      31,2009
                                              
                                              
                                              2008(unaudited)ASSETS:Current
      AssetsCash
                                              
                                              $
                                              188
                                              
                                              
                                              $
                                              3,351Accounts
      receivable
                                              
                                              
                                              92,450
                                              
                                              
                                              
                                              -Total
      Current Assets
                                              
                                              
                                              92,638
                                              
                                              
                                              
                                              3,351Fixed
      AssetsFurniture
      and equipment
                                              
                                              
                                              32,500
                                              
                                              
                                              
                                              32,500Less:
      accumulated depreciation
                                              
                                              
                                              (2,320
                                              )
                                              
                                              
                                              (1,160
                                              )30,180
                                              
                                              
                                              
                                              31,340Other
      AssetsSecurity
      deposit
                                              
                                              
                                              -
                                              
                                              
                                              
                                              4,420Total
      Other Assets
                                              
                                              
                                              -
                                              
                                              
                                              
                                              4,420TOTAL
      ASSETS
                                              
                                              $
                                              122,818
                                              
                                              
                                              $
                                              39,111LIABILITIES
      & SHAREHOLDERS' DEFICIT:Liabilities:Accounts
      payable
                                              
                                              $
                                              82,668
                                              
                                              
                                              $
                                              27,383Accrued
      compensation
                                              
                                              
                                              55,290
                                              
                                              
                                              
                                              59,332Total
      Liabilities
                                              
                                              
                                              137,958
                                              
                                              
                                              
                                              86,715Shareholders'
      Deficit:Common
      Stock; $0.001 par value; 5,000,000,000 sharesauthorized;
      2,800,324,194 shares issued and outstandingas
      of March 31, 2009 and 2,790,324,194 shares issued andoutstanding
      as of December 31, 2008
                                              
                                              
                                              2,800,325
                                              
                                              
                                              
                                              2,790,325Additional
      paid in capital
                                              
                                              
                                              (1,941,907
                                              )
                                              
                                              
                                              (1,936,907
                                              )Treasury
      stock
                                              
                                              
                                              200,000
                                              
                                              
                                              
                                              200,000Accumulated
      deficit
                                              
                                              
                                              (1,073,558
                                              )
                                              
                                              
                                              (1,101,022
                                              )Total
      Shareholders' Deficit
                                              
                                              
                                              (15,140
                                              )
                                              
                                              
                                              (47,604
                                              )TOTAL
      LIABILITIES & SHAREHOLDERS' DEFICIT
                                              
                                              $
                                              122,818
                                              
                                              
                                              $
                                              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 Three
                                        
                                        
                                        For
      the ThreeMonths
      Ended
                                        
                                        
                                        Months
      EndedMarch
      31,
                                        
                                        
                                        March
      31,2009
                                        
                                        
                                        2008(unaudited)
                                        
                                        
                                        (unaudited)REVENUES:Sales
                                        
                                        $
                                        95,466
                                        
                                        
                                        $
                                        -Less:
      cost of sales
                                        
                                        
                                        58,604
                                        
                                        
                                        
                                        -Gross
      Profit
                                        
                                        
                                        36,862
                                        
                                        
                                        
                                        -Fee
      Income
                                        
                                        
                                        3,468
                                        
                                        
                                        
                                        69,283Total
      Revenues
                                        
                                        
                                        40,330
                                        
                                        
                                        
                                        69,283EXPENSES:General
      & Administrative
                                        
                                        
                                        12,866
                                        
                                        
                                        
                                        29,213Net  Income
                                        
                                        $
                                        27,464
                                        
                                        
                                        $
                                        40,070LOSS
      PER SHARE:Net
      Income (loss) Per Common Share -Basic and Diluted
                                        
                                        $
                                        nil
                                        
                                        
                                        $
                                        nilWeighted
      Common Shares Outstanding -Basic
      and Diluted
                                        
                                        
                                        2,800,324,194
                                        
                                        
                                        
                                        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
      StockShares
                                            
                                            
                                            Amount
                                            
                                            
                                            Shares
                                            
                                            
                                            Amount
                                            
                                            
                                            AdditionalPaid
      In Capital
                                            
                                            
                                            AccumulatedDeficit
                                            
                                            
                                            TreasuryStock
                                            
                                            
                                            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
                                            
                                            
                                            10,000,000
                                            
                                            
                                            
                                            10,000
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            (5,000
                                            )
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            5,000Net
      income
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            27,464
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            27,464Balance
      at March 31, 2009
                                            
                                            
                                            2,800,324,194
                                            
                                            
                                            $
                                            2,800,325
                                            
                                            
                                            
                                            -
                                            
                                            
                                            $
                                            -
                                            
                                            
                                            $
                                            (1,941,907
                                            )
                                            
                                            $
                                            (1,073,558
                                            )
                                            
                                            $
                                            200,000
                                            
                                            
                                            $
                                            (15,140
                                            )




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


MARCH
31, 2009 AND DECEMBER 31, 2008


(UNAUDITED)




For
      the Three Months EndedMarch
      31,2009
                                                            
                                                            
                                                            2008(unaudited)
                                                            
                                                            
                                                            (unaudited)Cash
      flows from operating activities:Net
      income (loss)
                                                            
                                                            $
                                                            27,464
                                                            
                                                            
                                                            $
                                                            40,070Adjustments
      to reconcile net loss to netcash
      used in operating activities:Depreciation
                                                            
                                                            
                                                            1,160
                                                            
                                                            
                                                            
                                                            -(Increase)
      decrease in:Accounts
      receivable
                                                            
                                                            
                                                            (92,450
                                                            )
                                                            
                                                            
                                                            -Prepaid
      expenses
                                                            
                                                            
                                                            -
                                                            
                                                            
                                                            
                                                            (2,495
                                                            )Due
      from others
                                                            
                                                            
                                                            -
                                                            
                                                            
                                                            
                                                            100Security
      deposit
                                                            
                                                            
                                                            4,420
                                                            
                                                            
                                                            
                                                            -Increase
      (decrease) in:Accounts
      payable
                                                            
                                                            
                                                            55,285
                                                            
                                                            
                                                            
                                                            (8,537
                                                            )Accrued
      compensation
                                                            
                                                            
                                                            (4,042
                                                            )
                                                            
                                                            
                                                            15,000Due
      to related party
                                                            
                                                            
                                                            -
                                                            
                                                            
                                                            
                                                            (46,383
                                                            )Net
      cash (used) in operating activities
                                                            
                                                            
                                                            (8,163
                                                            )
                                                            
                                                            
                                                            (2,245
                                                            )Cash
      flows from investing activities:
                                                            
                                                            
                                                            -
                                                            
                                                            
                                                            
                                                            -Net
      cash provided (used) in investing activities
                                                            
                                                            
                                                            -
                                                            
                                                            
                                                            
                                                            -Cash
      flows from financing activities:Proceeds
      from share issuance
                                                            
                                                            
                                                            5,000
                                                            
                                                            
                                                            
                                                            -Proceeds
      from related party
                                                            
                                                            
                                                            -
                                                            
                                                            
                                                            
                                                            1,500Net
      cash provided by financing activities
                                                            
                                                            
                                                            5,000
                                                            
                                                            
                                                            
                                                            1,500Net
      increase in cash
                                                            
                                                            
                                                            (3,163
                                                            )
                                                            
                                                            
                                                            (745
                                                            )Cash
      at beginning of period
                                                            
                                                            
                                                            3,351
                                                            
                                                            
                                                            
                                                            1,153Cash
      at end of period
                                                            
                                                            $
                                                            188
                                                            
                                                            
                                                            $
                                                            408Supplemental
      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
                                                            
                                                            $
                                                            5,000
                                                            
                                                            
                                                            $
                                                            -


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 income of $27,464 and $40,070 for the three months
ended March 31, 2009 and 2008 and net cash used in operations of $ 8,163
and $2,245 for the three months ended March 31, 2009 and 2008;
shareholder’s deficit of $15,140 and an accumulated deficit of $ 1,073,558 at
March 31, 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




Through
research, development and incremental acquisitions of intellectual property and
companies within our industry, the Company plans to unveil and sell video
surveillance and internet broadcasting software integrated into our
products.




NOTE
3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES




Interim
reporting




While the
information presented in the accompanying interim three months 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 months ended March 31, 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.




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.




7
 Table of Contents




NOTE
5 - EMPLOYMENT AGREEMENTS




As of
May 14, 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.




By virtue
of our research and development activities, the Company licensed certain
intellectual property to a related party in engage for past and current debt
owed to that entity.





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.




8




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 March 31, 2008 contains forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933,
as amended, and Section 21E of the Securities Exchange Act of 1934, as
amended. Forward-looking statements may be identified by the use of
forward-looking terminology, such as “may”, “shall”, “could”, “expect”,
“estimate”, “anticipate”, “predict”, “probable”, “possible”, “should”,
“continue”, or similar terms, variations of those terms or the negative of those
terms. The forward-looking statements specified in the following information
have been compiled by our management on the basis of assumptions made by
management and are considered by management to be reasonable. Our future
operating results, however, are impossible to predict and no representation,
guaranty, or warranty is to be inferred from those forward-looking
statements.




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




RECENT
DEVELOPMENTS





On
December 27, 2007 the Company acquired intellectual property from IPWebTV, Inc.
(an unrelated Delaware company) in exchange for 500 shares of the Company’s
previously unissued preferred convertible stock.  The conversion
feature attached to the Company’s preferred stock allows the holder to exchange
one million shares of the Company’s common stock for each share of the Company’s
preferred stock.




On
September 30, 2008, the Company’s subsidiary and IPWebTV agreed that the
Company’s direction was not consistent with the IPWebTV business model and
released its rights to certain intellectual property in exchange for the return
of the Company’s 500 convertible preferred shares. The Company retired and
cancelled all 500 convertible preferred shares and has no preferred shares or
other convertible securities outstanding as of this date.




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.




9
 Table of Contents





AVENTURA
HOLDINGS, INC.


CONSOLIDATED
STATEMENTS OF OPERATIONS






For
      the Three
                                                
                                                
                                                For
      the ThreeMonths
      Ended
                                                
                                                
                                                Months
      EndedMarch
      31,
                                                
                                                
                                                March
      31,2009
                                                
                                                
                                                2008(unaudited)
                                                
                                                
                                                (unaudited)REVENUES:Sales
                                                
                                                $
                                                95,466
                                                
                                                
                                                $
                                                -Less:
      cost of sales
                                                
                                                
                                                58,604
                                                
                                                
                                                
                                                -Gross
      Profit
                                                
                                                
                                                36,862
                                                
                                                
                                                
                                                -Fee
      Income
                                                
                                                
                                                3,468
                                                
                                                
                                                
                                                69,283Total
      Revenues
                                                
                                                
                                                40,330
                                                
                                                
                                                
                                                69,283EXPENSES:General
      & Administrative
                                                
                                                
                                                12,866
                                                
                                                
                                                
                                                29,213Net  Income
                                                
                                                $
                                                27,464
                                                
                                                
                                                $
                                                40,070LOSS
      PER SHARE:Net
      Income (loss) Per Common Share -Basic
      and Diluted
                                                
                                                $
                                                nil
                                                
                                                
                                                $
                                                nilWeighted
      Common Shares Outstanding -Basic
      and Diluted
                                                
                                                
                                                2,800,324,194
                                                
                                                
                                                
                                                2,790,324,194







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




REVENUES




Sales for
the three months ended March 31, 2009 were $95,466 compared to sales for
the three months ended March 31, 2008 of $0. Fee income for the three
months ended March 31, 2009 were $3,468 compared to fee income for the
three months ended March 31, 2008 of $69,283.




OPERATING
AND OTHER EXPENSES




Operating
expenses for the three months ended March 31, 2009 were $12,866 compared to
operating expenses for the three months ended March 31, 2008 of
$29,213.




Financing
expenses were $0 for the three months ended March 31, 2008 compared to $0
for the three months ended March 31, 2007.




As a
result of these factors, we reported net income of $27,464 or $nil per share for
the three months ended March 31, 2009 as compared to  net income
of $40,070 or $.nil per share for the three months ended March 31,
2008.




LIQUIDITY
AND CAPITAL RESOURCES




At
March 31, 2009, we had liabilities exceeding assets by $15,140 and an
accumulated deficit of $1,073,558.




We have
no material commitments for capital expenditures.




Net cash
used in operations during the three months ended March 31, 2009 was $8,163
primarily relating to our $27,464 net income, $92,450 increase in accounts
receivable and $55,285 increase in accounts payable. In the comparable period of
March 31, 2008, we had net cash used in operations of $2,245 primarily
relating to our $40,070 net income and $46,383 repayment of debt.




No cash
was provided or used by investing activities for the three months ended
March 31, 2009 and no cash was provided or used by investing activities for
the three months ended March 31, 2008.




$5,000
was provided by financing activities for the three months ended March 31,
2009 by the issuance of common stock while $1,500 was provided for the three
months ended March 31, 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.




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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 March 31, 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:




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.





PART
II. OTHER INFORMATION




Item 1.
            Legal
      Proceedings





There are
legal actions that have arisen in the ordinary course of business and are
pending against the Company.   Management believes, after reviewing
such actions with counsel, that the outcome of pending actions will not have a
material adverse effect on the Company’s consolidated financial statements taken
as a whole, although no assurances can be given.  No material amounts
for any losses from litigation which may ultimately occur have been recorded in
the consolidated financial statements, as management believes that any such
losses are not probable.





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.




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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.




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.




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No
dividends.




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




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




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 of
                Regulation 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.May 14,
      2009
                
                By:
                
                /s/
      Craig A.
      WaltzerCraig
      A. WaltzerChief
      Executive Officer, President, and
Director















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