SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-QSB/A
                Quarterly Report Under Section 13 or 15(d) of the
                        Securities Exchange Act of 1934.

                       For the quarter ended June 30, 2004
                         Commission file number 0-16734

                       ADVANTAGE CAPITAL DEVELOPMENT CORP.
             (Exact name of registrant as specified in its charter)


                   Nevada                                      87-0217252
        (State or other jurisdiction of                    (I.R.S. Employer
       incorporation or organization)                    Identification No.)


   2999 N.E. 191st street, Penthouse 2, Aventura, Florida        33180
        (Address of principal executive offices)                (Zip Code)

      Registrant's telephone number, including area code   (305)692-1832

                                   CEC INDUSTRIES CORP.
                               (former name of registrant)


Indicate by check mark 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 _____

As of September 1, 2004 there were 6,204,372 shares of common stock outstanding.


<PAGE>




                                      INDEX


PART I - FINANCIAL INFORMATION                                   Page No.

   Item 1.   Financial Statements

        Balance Sheet June 30, 2004                                 3

        Statement of Operations for the three
            months ended June 30, 2004 and 2003                     4

        Statement of Cash Flows for the three months ended
            June 30, 2004 and 2003                                  5

          Notes to Financial Statements                          6-11

   Item 2.   Management's Discussion and Analysis of
         Financial Condition and Results of Operation           12-15


PART II - OTHER INFORMATION

     Item 1.   Legal Proceedings                                   15

     Item 2.   Changes in Securities                               15

     Item 3.   Defaults by the Company upon its
               Senior Securities                                   15

     Item 4.   Submission of Matter to a Vote of
               Security Holders                                    15

     Item 5.   Other Information                                   15

     Item 6.   Exhibits and Reports of Form 8-K                    15

     SIGNATURES                                                    15


                                       2
<PAGE>



                           PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

                             C.E.C. Industries Corp.
                          (A Development Stage Company)
                                  BALANCE SHEET
                                  June 30, 2004
                                    UNAUDITED

                                                  June 30, 2004
     ASSETS
                                 CURRENT ASSETS
Cash                                                                        455
                                                                   ------------
Total Current Assets                                                        455

TOTAL ASSETS                                                       $        455
                                                                   ------------

                              LIABILITIES & DEFICIT

     CURRENT LIABILITIES

Accounts Payable                                                         39,926
Judgment payable                                                        207,306
Convertible notes payable                                               231,200
                                                                   ------------
Total Current Liabilities                                               478,432
                                                                   ------------
Total Liabilities                                                       478,432


     Stockholders Deficit

Common Stock-500,000,000 common shares par value
..001 authorized 58,724,707 issued and outstanding                     2,097,405

Additional Paid in Capital                                            7,691,220

Deficit accumulated
during development stage                                            (10,266,602)
                                                                   ------------
Total Stockholders' Deficit                                            (477,977)
                                                                   ------------
     TOTAL LIABILITIES & STOCKHOLDERS' DEFICIT                     $        455
                                                                   ------------

          See accompanying notes to financial statements

                                       3
<PAGE>



                             C.E.C. Industries Corp.
                         (A Development Stage Company)
                             STATEMENT OF OPERATIONS
                           FOR THE THREE MONTHS ENDED
                             June 30, 2004 and 2003
                                    UNAUDITED

                                                June 30, 2004   June 30, 2003

    COSTS AND EXPENSES
Selling, General and Administrative              $     552      $  1,305
Consulting                                           5,000        21,700
                                                 ----------     ---------
     Net Ordinary (Loss)                            (5,552)      (23,005)
                                                 ----------     ---------

    OTHER ITEMS
Write off of Notes Receivable                      (25,000)            -
Write off of Technology Rights                    (255,000)            -
                                                 ----------     ---------
                                                  (280,000)            0

     Net Loss                                     (285,552)      (23,005)
                                                 ==========     =========
Weighted average number of common
shares outstanding basic and diluted            58,724,707    35,508,608

    Net Loss
    Per Share basic and diluted                        nil           nil


             See accompanying notes to financial statements


                                       4
<PAGE>



                             C.E.C. Industries Corp.
                          (A Development Stage Company)
                             STATEMENT OF CASH FLOWS
                             FOR THE THREE MONTHS ENDED
                             June 30, 2004 and 2003
                                    UNAUDITED

                                                 June 30, 2004  June 30, 2003
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net Loss for the period                        $(285,552)     $(23,005)
  Adjustments to Reconcile Net Loss to Net
  Cash Used in Operating Activities:
  Stock Issued for Services                              -        21,700
  Write off of Technology Rights                   255,000             -
  Write off of Notes Receivable                     25,000             -

  Changes in Assets and Liabilities:
  Increase in Prepaid Expenses                           -         1,250
  Increase in Accounts Payable                       5,000             -
                                                 ----------     ---------

NET CASH DECREASED FROM OPERATING ACTIVITIES          (552)          (55)
                                                 ----------     ---------



CASH FLOWS FROM FINANCING ACTIVITIES
  Notes Payable                                     12,500             -
  Notes Receivable                                 (25,000)            -
                                                 ----------     ---------

NET CASH PROVIDED BY FINANCING ACTIVITIES          (12,500)            -
                                                 ----------      ---------

CHANGE IN CASH                                     (13,052)          (55)

CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD     13,507           495
                                                 ----------     ---------
CASH AND CASH EQUIVALENTS - END PERIOD           $     455      $    440
                                                 =========      =========
SUPPLEMENTARY INFORMATION
Interest paid                                    $       -      $      -
Taxes paid                                       $       -      $      -

             See accompanying notes to financial statements


                                       5
<PAGE>



                    C.E.C. Industries, Corp. and Subsidiaries
                          (A Development Stage Company)
                         NOTES TO FINANCIAL STATEMENTS
                                   (Unaudited)
1.  General

     Business and Principles of Consolidation

The consolidated financial statements include the accounts of C.E.C. Industries
Corp. (the Parent) and its subsidiaries, Custom Environmental International,
Inc. ("CEI") (80% owned the reduction in ownership of CEI from 90% was due to
the issuance of additional shares of common stock to employees in lieu of
salaries), Plata Oro (57% owned), Moonridge Development Corp. (100% owned),
Sterling Travel (100% owned), Microsphere Technology (100% owned), Islet
Transplant Technology (100% owned), Mid-Nevada Art, Inc. (100% owned) and Basia
Holding, Inc. (100% owned.). During the fiscal year 1996, the Sterling Travel
(100%) purchase was canceled due nonperformance by Sterling Travel. During the
fiscal year 1996, Microshpere Technology (100%) and Islet Transplant Technology
(100%) operations were discontinued. During the fiscal year 1997, the Company
sold Moonridge Development Corp. Custom Environmental International, Inc. is
developing and marketing a carbon regeneration furnace. Plata Oro is involved in
minerals exploration but has been inactive for several years. Moonridge
Development Corp. develops unimproved land in Las Vegas, Nevada. Sterling Travel
is a travel agency in Boca Raton, Florida. Microsphere Technology and Islet
Transplant Technology are engaged in research and development of medical
technology. Mid-Nevada Art, Inc. purchases artworks for lease and rental. Basia
Holding, Inc. holds title by quitclaim deed to approximately 9,000 unencumbered
acres of land and coal reserves. All subsidiaries are inactive and the Company
does not expect any operations in aforementioned subsidiaries in the future. The
books and records of the Company already reflect the writedown of investments in
these subsidiaries in prior years.

     Development Stage Enterprise

The Company has no revenues and has just commenced operations. The Company's
activities are accounted for as those of a "Development Stage Enterprise" as set
forth in Financial Accounting Standards Board Statement No. 7 ("SFAS 7"). Among
the disclosures required by SFAS 7 are that the Company's financial statements
be identified as those of a development stage company, and that the statements
of operations, stockholders' equity(deficit) and cash flows disclose activity
since the date of the Company's inception.

2. SIGNIFICANT ACCOUNTING POLICIES

     Basis of Accounting

These financial statements are presented on the accrual method of accounting in
accordance with generally accepted accounting principles. Significant accounting
principles followed by the Company and the methods of applying those principles,
which materially affect the determination of financial position and cash flows,
are summarized below.

     Basis of Consolidation

The accompanying consolidated financial statements include the accounts of C.E.C
Industries, Corp. and its wholly owned subsidiaries, as named above. All
significant intercompany transactions and balances have been eliminated on
consolidation.

                                       6
<PAGE>



                    C.E.C.Industries, Corp. and Subsidiaries
                         (A Development Stage Company)
                         NOTES TO FINANCIAL STATEMENTS
                                   (Unaudited)

2. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

     Use of Estimates

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and the disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenue and expenses during the reporting period. Actual
results may differ from those estimates.

     Cash and Cash Equivalents

The Company considers all highly liquid debt instruments and investments,
purchased with an original maturity date of three months or less, to be cash
equivalents.

     Income Taxes

The Company accounts for income taxes under SFAS No. 109, which requires the
asset and liability approach to accounting for income taxes. Under this method,
deferred assets and liabilities are measured based on differences between
financial reporting and tax bases of assets and liabilities measured using
enacted tax rates and laws that are expected to be in effect when differences
are expected to reverse.

     Net earnings (loss) per share

Basic and diluted net loss per share information is presented under the
requirements of SFAS No. 128, Earnings per Share. Basic net loss per share is
computed by dividing net loss by the weighted average number of shares of common
stock outstanding for the period, less shares subject to repurchase. Diluted net
loss per share reflects the potential dilution of securities by adding other
common stock equivalents, including stock options, shares subject to repurchase,
warrants and convertible preferred stock, in the weighted-average number of
common shares outstanding for a period, if dilutive. All potentially dilutive
securities have been excluded from this computation, as their effect is
anti-dilutive.

     Fair Value of Financial Instruments

The carrying amount of cash and accounts payable are considered to be
representative of their respective fair values because of the short-term nature
of these financial instruments.

     Revenue Recognition

The Company uses the accrual method of accounting, recognizing revenues when it
is reasonably sure of collection.

                                       7
<PAGE>



                    C.E.C.Industries, Corp. and Subsidiaries
                         (A Development Stage Company)
                         NOTES TO FINANCIAL STATEMENTS
                                   (Unaudited)

3. RECENT ACCOUNTING PRONOUNCEMENTS

In July 2001, SFAS No. 141, "Business Combinations," and SFAS No. 142,
"Goodwill and Other Intangible Assets," were issued. SFAS No. 141 changes
certain accounting methods used for business combinations. Specifically, it
requires use of the purchase method of accounting for all business
combinations, and eliminates the pooling-of-interests method. SFAS No. 142
establishes new guidance on how to account for purchased intangible assets,
and for goodwill and intangible assets after a business combination is
completed.

In August 2001, the FASB issued SFAS No. 144, Accounting for the Impairment
or Disposal of Long-Lived Assets. SFAS No. 144 supercedes SFAS No. 121,
Accounting for the Impairment of Long-Lived Assets and Long-Lived Assets to
be Disposed of and APB No. 30, Reporting the Results of Operations -
Reporting the Effects of the Disposal of a Segment Business and
extraordinary, Unusual and Infrequently Occurring Events and Transactions.
SFAS No. 144 establishes a single accounting model for assets to be disposed
of by sale whether previously held and used or newly acquired. SFAS No. 144
retains the provisions of APB No. 30 for presentation of discontinued
operations in the income statement, but broadens the presentation to include
a component of an entity. SFAS No. 144 is effective for our fiscal year
beginning July 1, 2002.

In June 2002, the FASB issued SFAS No. 146, "Accounting for Costs Associated
with Exit or Disposal Activities", which addresses accounting for
restructuring and similar costs. SFAS NO. 146 supersedes previous accounting
guidance, principally Emerging Issues Task Force Issue No. 94-3. SFAS No 146
requires that the liability for costs associated with an exit or disposal
activity be recognized when the liability is incurred, SFAS No. 146 also
establishes that the liability should initially be measured and recorded at
fair value. Accordingly, SFAS No. 146 may affect the timing of recognizing
future restructuring costs as well as the amount recognized. SFAS NO. 146 is
effective for exit or disposal activities that are initiated after December
31, 2002.

In December 2002, the FASB issued SFAS No. 148 "Accounting for Stock-Based
Compensation-Transition and Disclosure - an amendment of FASB Statement No. 123"
(FAS 148). The statement amends SFAS 123 "Accounting for Stock Based
Compensation:" (FAS 123) to provide alternative methods of voluntarily
transition to the fair value based method of accounting for stock based employee
compensation. FAS 148 also amends the disclosure requirement of FAS 123 to
require disclosure of the method used to account for stock based employee
compensation and the effect of the method on reported results in both annual and
interim financial statements. The disclosure provisions will be effective for
the Company beginning with the Company's quarter ended March 31, 2003. The
Company has no current intention to change its policy of accounting for
stock-based compensation.

In November 2002, the FASB Interpretation No. 45 (FIN 45) "Guarantor's
Accounting and Disclosure Requirements for Guarantees, Including Indirect
Guarantees of Indebtedness of Others." FIN 45 requires that a liability be
recorded in the guarantor's balance sheet upon issuance of certain guarantees.
FIN 45 also requires disclosure about certain guarantees that an entity has
issued. The Company has implemented the disclosure requirements required by FIN
45, which were effective for fiscal years ending after December 15, 2002. The
Company will apply the recognition provisions of FIN 45 prospectively to
guarantees issued after December 31, 2002.

In January 2003, the FASB issued FASB Interpretation No. 46 (FIN 46),
"Consolidation of Variable Interest Entities, and Interpretation of ARB No.51."
FIN 46 requires certain variable interest entities to be consolidated by the
primary beneficial of the entity if the equity investors in the entity do not
have characteristics of a controlling financial interest or do not have
sufficient equity at risk for the entity to finance its activities without
additional subordinated financial support from other parties. FIN 46 is
effective for all new variable interest entities created or acquired after
January 31, 2003. For variable interest entities created or acquired prior to
February 1, 2003, the provisions of FIN 46 must be applied for the first interim
or annual period beginning on or after June 15, 2003.

                                       8

<PAGE>



                    C.E.C. Industries, Corp. and Subsidiaries
                         (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                                   (Unaudited)

 3. RECENT ACCOUNTING PRONOUNCEMENTS (CONTINUED)

On April 30, 2003 the FASB issued Statement No. 149, "Amendment of Statement 133
on Derivative Instruments and Hedging Activities." The Statement amends and
clarifies accounting for derivative instruments, including certain derivative
instruments embedded in other contracts, and for hedging activities under
Statement 133. The amendments set forth in Statement 149 improve financial
reporting by requiring that contracts with comparable characteristics be
accounted for similarly. In particular, this Statement clarifies under what
circumstances a contract with an initial net investment meets the characteristic
of a derivative as discussed in Statement 133. In addition, it clarifies when a
derivative contains a financing component that warrants special reporting in the
statement of cash flows. This Statement is effective for contracts entered into
or modified after June 30, 2003.

On May 15, 2003 the FASB issued Statement No. 150, "Accounting for Certain
Financial Instruments with Characteristics of both Liabilities and Equity". The
Statement improves the accounting for certain financial instruments that, under
previous guidance, issuers could account for as equity. The new Statement
requires that those instruments be classified as liabilities in statements of
financial position. In addition to its requirements for the classification and
measurement of financial instruments in its scope, Statement 150 also requires
disclosures about alternative ways of settling the instruments and the capital
structure of entities, all of whose shares are mandatorily redeemable. Most of
the guidance in Statement 150 is effective for all financial instruments entered
into or modified after May 31, 2003.

Management's preliminary assessment of these recent pronouncements is that they
will not have a material impact on the Company's financial position or results
of operations since the Company is inactive.

 4. TECHNOLOGY RIGHTS

On December 30, 2003 the Company acquired certain technology rights from
PayCard, a company providing payroll debit cards to employers and individuals.
This purchase was part of a purchase of 80% of the common stock of PayCard.
However, this acquisition was short lived and the shares reverted back to the
original owners before the year end. The Company however retained the technology
rights to the software which were subsequently sold in June 2004 for reduction
of certain debt of the Company for $255,000. The writedown of the technology
rights has been reflected in the operating statement of the Company.

 5. CAPITAL STOCK TRANSACTIONS

On January 13, 2003, the Company issued 400,000 shares of its Common Stock at
$.007 per share per its S-8 stock plan.

On January 16, 2003, the Company issued 2,000,000 shares of its Common Stock at
$.007 per share per its S-8 stock plan.

                                       9
<PAGE>

                    C.E.C. Industries, Corp. and Subsidiaries
                         (A Development Stage Company)
                         NOTES TO FINANCIAL STATEMENTS
                                   (Unaudited)

5. CAPITAL STOCK TRANSACTIONS (CONTINUED)

On January 16, 2003, the board of directors authorized 30,000,000 shares of the
Company's Common Stock to be issued to the president for executive compensation.
The stock is restricted and was valued at the S-8 issue price of $.007 per
share.

During the year ended March 31, 2004 the Company issued a total of 19,665,000 to
consultants and management for consulting services rendered at a prices of $
..027 and $ .007 respectively.

On December 30, 2003 the Company issued 3,000,000 shares of restricted common
stock for certain technology rights at a price of $ .10 per share.

From January 2004 to March 31, 2004 the Company issued a total of 1,700,000
shares of restricted common stock to consultants at a price of $.007 per share.

6. CONVERTIBLE NOTES PAYABLE

On November 1, 2003, the Company issued $150,000 in convertible notes payable in
connection with certain advances. These advances were subsequently increased to
$ 218,700. The notes bear interest at the rate of 6.5% interest and are due
November 1, 2004. These notes are convertible into common stock based 70% of the
average of the lowest of three days trading during the five days preceding the
conversion or the average of the lowest three days trading prices during the
five days preceding the funding dates of these notes.

7. INCOME TAXES

There has been no provision for U.S. federal, state, or foreign income taxes for
any period because the Company has incurred losses in all periods and for all
jurisdictions.

Deferred income taxes reflect the net tax effects of temporary differences
between the carrying amounts of assets and liabilities for financial reporting
purposes and the amounts used for income tax purposes. Significant components of
deferred tax assets are as follows:

Deferred tax assets
   Net operating loss carry forwards             $10,266,602
   Valuation allowance for deferred tax assets  ($10,266,602)
                                                 ------------
   Net deferred tax assets                       $         -
                                                 ------------

Realization of deferred tax assets is dependent upon future earnings, if any,
the timing and amount of which are uncertain. Accordingly, the net deferred tax
assets have been fully offset by a valuation allowance. As of June 30, 2004, the
Company had net operating loss carry forwards of approximately $10,266,602 for
federal and state income tax purposes. These carry forwards, if not utilized to
offset taxable income begin to expire in 2018.

                                       10
<PAGE>



                    C.E.C.Industries, Corp. and Subsidiaries
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                                   (Unaudited)

7. INCOME TAXES (CONTINUED)

Utilization of the net operating loss may be subject to substantial annual
limitation due to the ownership change limitations provided by the Internal
Revenue Code and similar state provisions. The annual limitation could result in
the expiration of the net operating loss before utilization

 8. RELATED PARTY TRANSACTIONS

On June 17, 2003, the Company issued 1,500,000 shares of its common stock to its
president, Mr. Brian Dvorak for executive compensation amounting to $10,500.

 9. COMMITMENTS & CONTINGENCIES

In a lawsuit prior to the date of the financial statements, a judgment
was entered in United States District Court, District of Utah, Central
Division, against C.E.C. Industries, Inc. in favor of George A. Matthews, Jr.
A former President and Director of C.E.C Industries.  The judgment was for
the amount of $207,306.93.  The company has filed an appeal with the United
States Court of Appeals for the Tenth Circuit.  The company has been unable
to post a bond.

As of the date hereof, the Company is not aware of any other material legal
proceedings, pending or contemplated, to which the Company is, or would be, a
party of which any of its property is, or would be the subject.

10. GOING CONCERN

The accompanying financial statements have been prepared in conformity with
generally accepted accounting principles, which contemplates continuation of the
Company as a going concern.

The future success of the Company is likely dependent on its ability to attain
additional capital to develop its proposed business objectives and ultimately,
upon its ability to attain future profitable operations. There can be no
assurance that the Company will be successful in obtaining financing, or that it
will attain positive cash flow from operations.

The Company has sustained substantial losses over the years, the ability of the
Company to continue as a going concern is in question.

11. SUBSEQUENT EVENTS

The company has included the effects of the July transactions as the
transactions were materially complete by June 30, 2004. Management believes that
the inclusion of the effects of these subsequent transactions more clearly
reflects the true financial picture of the company. In July, 2004 the Company
entered into agreements to sell its remaining assets.

On August 26, 2004, the Company issued 1,659,504 shares to David Goldberg and
1,659,504 shares to Craig Press. Such shares were issued for services


                                       11
<PAGE>

                    C.E.C. Industries, Corp. and Subsidiaries
                         (A Development Stage Company)
                         NOTES TO FINANCIAL STATEMENTS
                                   (Unaudited)

11. SUBSEQUENT EVENTS (CONTINUED)

rendered by Knightsbridge Holdings, LLC pursuant to its Engagement Agreement
with the Company and Knightsbridge subsequently assigned such shares to David
Goldberg and Craig Press.

On August 31, 2004, the Company effectuated a 1-10 reverse split of its issued
and outstanding common stock. After such split the Company had 6,204,372 shares
issued and outstanding.

                                       12
<PAGE>



ITEM 2.  MANAGEMENT DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS

This Quarterly Report on Form 10-QSB 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. All statements,
other than statements of historical facts, included in or incorporated by
reference into this Form 10-QSB, are forward-looking statements. In addition,
when used in this document, the words "anticipate," "estimate," "project" and
similar expressions are intended to identify forward-looking statements. These
forward-looking statements are subject to certain risks, uncertainties and
assumptions including risks relating to our limited operating history and
operations losses; significant capital requirements; development of markets
required for successful performance by the Company as well as other risks
described in the Company's Annual Report on Form 10-KSB as well as in this
report on Form 10-QSB. Should one or more of these risks or uncertainties
materialize, or should underlying assumptions prove incorrect, actual results
may vary materially from those anticipated, estimated or projected. Although the
Company believes that the expectations we include in such forward-looking
statements are reasonable, we cannot assure you that these expectations will
prove to be correct.

The accompanying financial statements have been prepared in accordance with
Generally accepted accounting principles for interim financial information and
With instructions of Form 10Q-SB. Accordingly, they do not include all of the
Information and footnotes required by generally accepted accounting principles
For complete financial statements. In the opinion of management, all adjustments
(consisting of normal recurring accruals) considered necessary for a fair
presentation have been included. The results of operations for the three months
period ended June 30, 2004 are not necessarily indicative of the results to be
expected for the year ended March 31, 2005. The interim financial statements
should be read in conjunction with the audited financial statements and notes
contained in the Company's annual Report on Form 10KSB for the year- ended March
31, 2004.

CRITICAL ACCOUNTING POLICIES

We have identified the policies outlined below as critical to our business
operations and an understanding of our results of operations. The listing is not
intended to be a comprehensive list of all of our accounting policies. In many
cases, the accounting treatment of a particular transaction is specifically
dictated by accounting principles generally accepted in the United States, with
no need for management's judgment in their application.

The impact and any associated risks related to these policies on our business
operations is discussed throughout Management's Discussion and Analysis of
Financial Condition and Results of Operations where such policies affect our
reported and expected financial results. For a detailed discussion on the
application of these and other accounting policies, see the Notes to the March
31, 2004 Financial Statements. Note that our preparation of the financial
statements requires us to make estimates and assumptions that affect the
reported amount of assets and liabilities, disclosure of contingent assets and
liabilities at the date of our financial statements, and the reported amounts of
revenue and expenses during the reporting period. There can be no assurance that
actual results will not differ from those estimates.

                                       13
<PAGE>


REVENUE RECOGNITION

Revenue is recognized on sales of products when the customer receives title to
the goods, generally upon delivery. Revenue is recorded on a gross basis, since
the Company is responsible for fulfillment, including the acceptability of the
products and services ordered by the customer.

The following discussion and analysis should be read in conjunction with the
financial statements of the Company and the notes thereto appearing elsewhere
herein.

STOCK BASED COMPENSATION

The Company has elected to follow Accounting Principle Board Opinion No. 25,
Accounting for Stock Issued to Employees ("APB 25"), and related Interpretations
in accounting for its employee stock options because the alternative fair value
accounting provided under FASB Statement No. 123, ACCOUNTING FOR STOCK-BASED
COMPENSATION, ("SFAS 123") requires the use of option valuation models that were
not developed for use in valuing employee stock options. As permitted, the
Company adopted the disclosure alternative of SFAS 123 and SFAS 148, which
require pro forma disclosure of net income and earnings per share as if the fair
value method of accounting had been applied. Under APB 25, when the exercise
price of the Company's stock options equals or exceeds the fair value of the
underlying stock on the date of grant, no compensation expense is recorded.

LIQUIDITY AND CAPITAL RESOURCES

The Company anticipates that its use of cash will be substantial for the
foreseeable future. In particular, management of the Company expects substantial
expenditures in connection with the treatment of additional wells. The Company
expects that funding for these expenditures will be available out of the
Company's future cash flow and issuance of equity and/or debt securities during
the next 12 months and thereafter. There can be no assurance whether or not such
financing will be available on terms satisfactory to management. Payments for
services and well treatments/gas generators will be a substantial income
increase in the next few quarters from the Company's joint venture partners.

The Company's financial statements have been prepared assuming that the Company
will continue as a going concern. The auditors' report on the Company's 2004
financial statements states that "the Company has suffered recurring losses from
operations, has a cash deficiency from operations and is experiencing operating
losses that raise substantial doubt about its ability to continue as a going
concern." The Company continues to explore the possibility of raising funds
through available sources including but not limited to equity and debt markets.
It is uncertain that the Company will be successful at raising funds through
these sources.

                                       14
<PAGE>

C.E.C. Industries Corp. is a Nevada corporation with principal and executive
offices located at 2999 N.E. 191st Street, Penthouse 2, Aventura, FL 33180,
telephone (866) 820-5139. C.E.C. Industries Corp. and it's consolidated
subsidiaries are referred to as either C.E.C. or the Company. C.E.C. is
currently engaged in seeking an acquisition or merger candidate. C.E.C. was
incorporated as Justheim Petroleum Company in Nevada in 1952. C.E.C. Management
Corp. was merged into Justheim Petroleum Company effective December 31, 1986,
and was renamed C.E.C. Industries Corp. Prior to the merger, Justheim had
historically engaged in the business of acquiring, holding and selling oil and
gas leaseholds and retaining overriding royalty rights. C.E.C. Management Corp.
primarily was in the business of engineering consulting and designing and
marketing customized minerals processing systems and equipment. The Company is
currently not engaged in a primary business and is seeking an acquisition or
merger candidate.

The company has continued to go through major transitions pertaining to
direction and continued operations. During fiscal 2004, the Company earned no
revenues.

On November 30, 2003, CEC entered into an Acquisition and Financing Agreement
with PayCard Solutions, Inc., pursuant to which CEC's subsidiary, Paycard
Unlimited, Inc. purchased all of the outstanding shares of PayCard in
consideration for the issuance of 3,000,000 CEC shares to the PayCard
shareholders and 200 shares or twenty (20%) percent of the Subsidiary's
outstanding shares, whichever is greater. Pursuant to the Agreement, CEC agreed
to lend a total of $250,000 to PayCard for a term of one year with eight (8%)
interest which shall be secured by Paycard. A total of $250,000 was loaned to
PayCard pursuant to this agreement through loan secured by CEC and of such
amount a total of $53,150 was provided by an independent entity. The Company has
subsequently discovered that a shareholder of such entity was indicted for bank
fraud and related charges in federal court in California. The individual has
provided information confirming that loan proceeds from the entity have no
connection to the pending criminal case against the individual. The Company is
in the process of attempting to obtain independent verification to confirm the
source of funds loaned by the individual through the entity. Once the Company
completes its due diligence and obtains additional relevant information from the
individual and the entity, it will take all necessary and appropriate steps to
protect the interests of the Company with respect to these funds. As a
precautionary measure, the Company has determined that it is appropriate to take
immediate steps to sever its relationship with both the individual and the
entity as well as any other companies affiliated with the individual, and
return, to the extent practicable, the parties to the original positions they
were in before the transactions were effected. To effect this separation, both
the individual and the entity have agreed to assign the portion of the note
($53,150) paid by the entity to the entity. The entity, the individual and any
other companies affiliated with the individual have also agreed to return all of
the CEC shares owed by them to the Company and have agreed to release the
Company from any obligations owed to the entity, the individual and his
affiliated entities. To date this agreement has been entered into but these
shares have not been canceled of record.

Due to this situation, Paycard refused to provide its financial Statements to
the Company so that the Company could complete its audited financial statements
for its March 31, 2004 10KSB. Therefore, the Company assigned eighty-five (85%)
percent of its ownership interest in Paycard to Knightsbridge Holding, LLC,
which has been providing and will continue to provide funding to the Company.
Upon completion of such assignment, the Company now only owns fifteen (15%)
percent of PayCard and was no longer required to provide an audit for PayCard.

The Company also entered into an Asset Purchase Agreement with CEC Asset
Reclamation Corp. to sell the balance of its remaining assets for a total
purchase price of 80 % of net proceeds in the liquidation of these assets.

Selling, General and Administrative Expenses decreased from $1,305 in 2003 to
$522 in 2004 due to the company's limited operations. Consulting Expenses
decreased from $21,700 in 2003 to $5,000 in 2004.

                                       15

<PAGE>



                                PART II - OTHER INFORMATION

Item 1. Legal Proceedings

On September 2, 1998, a judgment was entered in United States District Court,
District of Utah, Central Division, against C.E.C. Industries, Inc. in favor
of George A. Matthews, Jr. a former President and Director of C.E.C.
Industries.  The judgment entered was in the amount of $207,306.93. The
judgment award was to compensate Mr. Matthews for monies allegedly owed to
him on his Employment Agreement, from an alleged wrongful stop transfer,
interest, and attorney's fees.  The Company was unable to post a bond.  The
judgment was recorded in several states under the Sister State Judgment Act. The
statute of limitations on this judgment is six (6) years from the date of the
judgment and therefore the judgment lapsed on September 2, 2004.

Item 2. Changes in Securities

None

Item 3. Defaults by the company upon its Senior Securities

None

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

None

Item 5. Other Information

None

Item 6. Exhibits and Reports of Form 8-K

An 8-K was filed on August 12, 2004 announcing changes in control of the
registrant and that the company had voted to be regulated pursuant to Section 54
of the Investment Act.


                                       16
<PAGE>

                                   SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.


ADVANTAGE CAPITAL DEVELOPMENT CORP.


By:  /s/ Jeffrey Sternberg                         Dated: September 10, 2004
     ---------------------
      Jeffrey Sternberg, President


                                       17
<PAGE>

                                CERTIFICATION OF
                           CHIEF EXECUTIVE OFFICER AND
                             CHIEF FINANCIAL OFFICER
                                   PURSUANT TO
                             18 U.S.C. SECTION 1350,
                    AS ADOPTED PURSUANT TO SECTION 302 OF THE
                           SARBANES-OXLEY ACT OF 2002


I, Jeffrey Sternberg, certify that;

  1.     I have reviewed this Amended Form 10-Q of Advantage Capital
         Development Corp.;

  2.     Based on my knowledge, this annual report does not contain any untrue
         statement of a material fact or omit to state a material fact necessary
         to make the statements made, in light of the circumstances under which
         such statements were made, not misleading with respect to the period
         covered by this annual report;

  3.     Based on my knowledge, the financial statements, and other financial
         information included in this report, fairly present in all material
         respects the financial condition, results of operations and cash flows
         of the registrant as of, and for, the periods presented in this report;

  4.     The small business issuers, other certifying officer(s) and I are
         responsible for establishing and maintaining disclosure, controls and
         procedures (as defined in Exchange Act Rules 13a- 15(e) and 15d-15(e))
         and internal control over financial reporting (as defined in Exchange
         Act Rules 13-a-15(f) and 15d-15(f)) for the small business issuer and
         have:

     (a) Designed such disclosure controls and procedures, or caused such
         disclosure controls and procedures to be designed under our
         supervision, to ensure that material information relating to the small
         business issuer, including its consolidated subsidiaries, is made known
         to us by others within those entities, particularly during the period
         in which this report is being prepared;

     (b) Designed such internal control over financial reporting, or caused such
         internal control over financial reporting to be designed under our
         supervision, to provide reasonable assurance regarding the reliability
         of financial reporting and the preparation of financial statements for
         external purposes in accordance with generally accepted accounting
         principals;

     (c) Evaluated the effectiveness of the small business issuer's disclosure
         controls and procedures and presented in this report our conclusions
         about the effectiveness of the disclosure controls and procedures, as
         of the end of the period covered by this report based on such
         evaluation; and

     (d) Disclosed in this report any change in the small business issuer's
         internal control over financing reporting that occurred during the
         small business issuer's most recent fiscal quarter (the small business
         issuer's fourth fiscal quarter in the case of an annual report) that
         has materially affected, or is reasonably likely to materially affect,
         the small business issuer's internal control over financial reporting;
         and


  5.     The small business issuer's other certifying officers and I have
         disclosed, based on our most recent evaluation of internal control
         over financial reporting, to the small business issuer's auditors
         and the audit committee of the small business issuer's board of
         directors (or persons performing the equivalent functions): (a) All
         significant deficiencies and material weaknesses in the design or
         operation of internal control over financial reporting which are
         reasonable likely to adversely affect the small business issuer's
         ability to record, process, summarize and report financial
         information; and (b) Any fraud, whether or not material, that
         involved management or other employees who have a significant role
         in the small business issuer's internal control over financial
         reporting.


Date: September 10, 2004                 /s/ Jeffrey Sternberg
                                     -----------------------------------
                                        Jeffrey Sternberg
                                        Chief Executive Officer
                                        Chief Financial Officer

                                       18

<PAGE>



                                 CERTIFICATE OF
              PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER
                             PURSUANT TO 18 U.S.C. SECTION 1350,

In connection with the accompanying Amended Quarterly Report on Form 10-Q of
Advantage Capital Development Corp. for the quarter ended June 30, 2004, I,
Jeffrey Sternberg, Chief Executive Officer and Chief Financial Officer of
Advantage Capital Development Corp. hereby certifies pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002, to the best of my knowledge and belief, that:

1.    Such Amended Quarterly Report on Form 10-Q for the period ended June 30,
      2004, fully complies with the requirements of Section 13(a) or 15(d) of
      the Securities Exchange Act of 1934; and

2.    The information contained in such Amended Quarterly Report on Form 10-Q
      for the period ended June 30, 2004, fairly presents, in all material
      respects, the financial condition and results of operations of Advantage
      Capital Development Corp.

Dated:  September 10, 2004

ADVANTAGE CAPITAL DEVELOPMENT CORP.


By: /s/ Jeffrey Sternberg
-------------------------------------


                                       19

Jeffrey Sternberg
Chief Executive Officer and
Chief Financial Officer