**UNITED
      STATES SECURITIES AND EXCHANGE COMMISSION**


**Washington,
      D.C. 20549**




**FORM
      10-Q**


**(Mark
      One)**




**x**
            **Quarterly
                Report Pursuant to Section 13 or 15(d) of the Securities Exchange
                Act of
                1934.**




**For
      the quarterly period ended December 31, 2006.**


**or**




**o**
            **Transition
                Report Pursuant to Section 13 or 15(d) of the Securities Exchange
                Act of
                1934.**




**For
      the transition period from ______to______.**




**Commission
      file number 000-16734**




**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 Identification No.)incorporation
                or organization)






**19066
                N.E. 29th Avenue,**
              **Aventura,
                Florida**
            **33180**(Address
                of principal executive offices)
            (Zip
                Code)




**(305)
      749-1186**


(Registrant’s
      telephone number, including area code)




(Former
      name, former address and former fiscal year, if changed since last
      report)




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




Indicate
      by check mark whether the registrant is an accelerated filer (as defined in
      Rule
      12b-2 of the Exchange Act). Yes ྑ No o




Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act). Yes ྑ No o




State
        the
        number of shares outstanding of each of the issuer’s classes of common equity:
        as of March 8, 2007, 19,900,090 shares of common stock, and 8,171,510 shares
        of
        preferred stock.












1



















**ADVANTAGE
      CAPITAL DEVELOPMENT CORP.**




**FINANCIAL
      STATEMENTS**






**INDEX**





**PART
      I-- FINANCIAL INFORMATION**





Item
                  1.
              Financial
                  Statements
              1Item
                  2.
              Management’s
                  Discussion and Analysis of Financial Condition
              16Item
                  3.
              Quantitative
                  and Qualitative Disclosures About Market Risk
              25Item
                  4.
              Control
                  and Procedures
              25
  **PART
        II-- OTHER INFORMATION**
  Item
                  1.
              Legal
                  Proceedings
              26Item
                  2.
              Changes
                  in Securities
              26Item
                  3.
              Defaults
                  Upon Senior Securities
              27Item
                  4.
              Submission
                  of Matters to a Vote of Security Holders
              27Item
                  5.
              Other
                  Information
              27Item
                  6.
              Exhibits
                  and Reports on Form 8-K
              27


**SIGNATURE**





**Item
      1. Financial Information**




BASIS
      OF
      PRESENTATION




The
        accompanying reviewed financial statements are presented in accordance with
        generally accepted accounting principles for interim financial information
        and
        the instructions to Form 10-Q and item 310 under subpart A of Regulation
        S-B.
        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 only of normal
        occurring accruals) considered necessary in order to make the financial
        statements not misleading, have been included. Operating results for the
        three
        and nine months ended December 31, 2006 are not necessarily indicative of
        results that may be expected for the year ending March 31, 2007. The financial
        statements are presented on the accrual basis.


2




ADVANTAGE CAPITAL DEVELOPMENT CORPStatement of Net AssetsDecember
                  31,
              
              March
                  31,2006
              
              2006(Unaudited)ASSETS:Loans and investments in portfolio securitiesat market or fair value:Affiliate companies (cost of $1,136,463 and $1,605,033,
                  respectively)
              
              $
              1,152,556
              
              $
              1,674,515Cash
              
              
              1,579
              
              
              114,726Interest receivable
              
              
              315,772
              
              
              279,930Prepaid expenses
              
              
              2,533
              
              
              18,825Total Assets
              
              
              1,472,440
              
              
              2,087,996LIABILITIES:Accounts payable
              
              
              87,171
              
              
              55,672Accrued expenses
              
              
              818,184
              
              
              531,470Accrued judgment
              
              
              7,796,147
              
              
              7,796,147Total Liabilities
              
              
              8,701,502
              
              
              8,383,289NET
                  ASSETSPreferred stock, $.001 par value; 100,000,000 authorized,8,171,510 and 14,231,510 issued and outstanding,
                  respectively
              
              
              817,151
              
              
              1,423,151Common stock, $.001 par value; 5,000,000,000shares authorized, 19,900,090 shares and 19,900,090issued and outstanding, respectively
              
              
              19,900
              
              
              19,900Additional paid-in capital
              
              
              13,177,763
              
              
              13,177,763Accumulated deficit
              
              
              (21,243,876
              )
              
              (20,916,107
              )Net
                  Assets
              
              $
              (7,229,062
              )
              $
              (6,295,293
              )Net
                  assets per share
              
              $
              (0.36
              )
              $
              (0.32
              )






See
        notes
        to unaudited financial statements






3




ADVANTAGE
                    CAPITAL DEVELOPMENT CORPSTATEMENTS
                    OF OPERATIONS(Unaudited)For
                    the three months ended
                
                For
                    the nine months endedDecember
                    31,
                
                December
                    31,2006
                
                2005
                
                2006
                
                2005REVENUES:Capital
                    raising fees
                
                
                
                
                $
                -
                
                $
                8,240
                
                $
                8,000
                
                $
                18,875Factoring
                    fees
                
                
                
                
                
                
                
                
                2,291
                
                
                -
                
                
                8,380Interest
                    income
                
                
                
                
                
                52,566
                
                
                79,037
                
                
                149,538
                
                
                222,076Total
                    Revenue
                
                52,566
                
                
                89,568
                
                
                157,538
                
                
                249,331COST
                    AND EXPENSES:General
                    and administrative
                
                
                
                
                
                10,008
                
                
                5,360
                
                
                34,574
                
                
                56,261Consulting
                
                
                
                
                
                5,759
                
                
                4,680
                
                
                14,602
                
                
                806,680Advertising
                
                
                
                
                
                
                
                
                15,651
                
                
                
                
                
                15,651Salaries
                
                
                
                
                
                25,002
                
                
                22,500
                
                
                72,502
                
                
                86,258Legal
                    and prefessional
                
                
                
                
                
                49,037
                
                
                55,417
                
                
                61,700
                
                
                154,246Management
                    fees
                
                
                
                
                
                45,000
                
                
                22,500
                
                
                90,000
                
                
                67,500Interest
                    expense
                
                
                
                
                
                24,715
                
                
                22,594
                
                
                87,958
                
                
                58,231Financing
                    fees
                
                
                
                
                
                
                
                
                370,000
                
                
                
                
                
                370,000Penalties
                
                
                
                
                
                60,000
                
                
                60,000
                
                
                180,000
                
                
                180,000Total
                    operating expenses
                
                219,521
                
                
                578,702
                
                
                541,336
                
                
                1,794,827(166,955
                )
                
                (489,134
                )
                
                (383,798
                )
                
                (1,545,496
                )Net
                    unrealized loss on Investment transactions
                
                (7,816
                )
                
                -
                
                
                (36,333
                )
                
                -Net
                    realized appreciation on Investment transactions
                
                16,880
                
                
                16,775
                
                
                92,362
                
                
                23,125Net
                    (decrease) in net assets resulting from operations
                $
                (157,891
                )
                $
                (472,359
                )
                $
                (327,769
                )
                $
                (1,522,371
                )WEIGHTED
                    AVERAGE NUMBER OF COMMONSHARES
                    OUTSTANDING - basic and diluted
                
                
                
                
                
                19,900,090
                
                
                19,900,090
                
                
                19,900,090
                
                
                15,525,959NET
                    LOSS PER SHARE - basic and diluted after
                
                
                
                
                $
                (0.01
                )
                $
                (0.02
                )
                $
                (0.02
                )
                $
                (0.10
                )
   See
          notes
          to unaudited financial statements




4




ADVANTAGE
                    CAPITAL DEVELOPMENT CORPSchedule
                    of InvestmentsBalance December
                    31, 2006(Audited)Description
                    of
                
                Percentage
                    of
                
                
                
                FairCompany
                
                Business
                
                Investments
                
                Cost
                
                Market
                    value
                
                AffiliationInvestments
                    equal 80% of net assetsDebtGlobal
                    IT Holdings
                
                
                IT
                    Staffing
                
                
                30
                %
                $
                491,300
                
                $
                491,300
                
                
                NoneCollege
                    Partners
                
                
                Education
                
                
                2
                %
                
                40,000
                
                
                40,000
                
                
                NoneCinema
                    Ride, Inc.
                
                
                Entertainment
                
                
                30
                %
                
                505,000
                
                
                505,000
                
                
                NoneAmericana
                    Publishing
                
                
                Books
                
                
                1
                %
                
                9,868
                
                
                21,867
                
                
                NoneGlobal
                    Imports
                
                
                Domestic
                    goods
                
                
                6
                %
                
                100,000
                
                
                100,000
                
                
                NoneCES
                    International, Inc
                
                
                Software
                
                
                2
                %
                
                41,621
                
                
                41,621
                
                
                NonePrayer
                    Haute Couture, Inc.
                
                
                Garment
                    design
                
                
                1
                %
                
                16,000
                
                
                16,000
                
                
                NoneColmena
                    Corp
                
                
                Software
                
                
                24
                %
                
                400,000
                
                
                400,000
                
                
                None96
                %
                
                1,603,789
                
                
                1,615,788EquityAmericana
                    Publishing
                
                
                Books
                
                
                1
                %
                
                1,244
                
                
                8,481
                
                
                NoneGlobal
                    IT Holdings
                
                
                IT
                    Staffing
                
                
                3
                %
                
                -
                
                
                50,246
                
                
                None4
                %
                
                1,244
                
                
                58,727100
                %
                $
                1,605,033
                
                $
                1,674,515Balance
                    December 31, 2006(Unaudited)Description
                    of
                
                
                Percentage
                    of
                
                
                
                
                
                FairCompany
                
                
                Business
                
                
                Investments
                
                
                Cost
                
                
                Market
                    value
                
                
                AffiliationInvestments
                    equal 69% of net assetsDebtGlobal
                    IT Holdings
                
                
                IT
                    Staffing
                
                
                43
                %
                $
                491,300
                
                $
                491,300
                
                
                NoneCollege
                    Partners
                
                
                Education
                
                
                3
                %
                
                40,000
                
                
                40,000
                
                
                NoneAmericana
                    Publishing
                
                
                Books
                
                
                1
                %
                
                16,867
                
                
                16,867
                
                
                NoneGlobal
                    Imports
                
                
                Domestic
                    goods
                
                
                9
                %
                
                100,000
                
                
                100,000
                
                
                NoneCES
                    International, Inc
                
                
                Software
                
                
                3
                %
                
                34,621
                
                
                34,621
                
                
                NonePrayer
                    Haute Couture, Inc.
                
                
                Garment
                    design
                
                
                1
                %
                
                16,000
                
                
                16,000
                
                
                NoneFull
                    Circle Media
                
                
                Media
                
                
                5
                %
                
                55,000
                
                
                55,000
                
                
                NoneColmena
                    Corp
                
                
                Software
                
                
                33
                %
                
                375,000
                
                
                370,000
                
                
                None98
                %
                
                1,128,788
                
                
                1,123,788EquityAmericana
                    Publishing
                
                
                Books
                
                
                0
                %
                
                2,675
                
                
                2,257
                
                
                NoneColmena
                    Corp
                
                
                Software
                
                
                2
                %
                
                5,000
                
                
                25,000
                
                
                NoneGlobal
                    IT Holdings
                
                
                IT
                    Staffing
                
                
                0
                %
                
                -
                
                
                1,511
                
                
                None2
                %
                
                7,675
                
                
                28,768101
                %
                $
                1,136,463
                
                $
                1,152,556
   See
        notes
        to unaudited financial statements






5




ADVANTAGE
                  CAPITAL DEVELOPMENT CORP.STATEMENT
                  OF CHANGES IN NET ASSETS(Unaudited)For
                  the Nine Months EndedDecember
                  31,2006
              
              2005Decrease
                  in net assets from operationsInvestment
                  loss - net
              
              $
              (383,798
              )
              $
              (1,545,496
              )Net
                  change in unrealized appreciation of investments
              
              
              (36,333
              )
              
              77,512Net
                  change in realized appreciation of investments
              
              
              92,362
              
              
              23,125Net
                  decrease in net assets resultingfrom
                  operations
              
              
              (327,769
              )
              
              (1,444,859
              )Capital
                  Share Transactions
              
              
              (606,000
              )
              
              858,531Total
                  Increase Decrease
              
              
              (933,769
              )
              
              (586,328
              )Balance
                  - Beginning of period
              
              
              (6,295,293
              )
              
              2,142,840Balance
                  -End of period
              
              $
              (7,229,062
              )
              $
              1,556,512








See
      notes to unaudited financial statements






6




**ADVANTAGE
        CAPITAL DEVELOPMENT CORP.**
 **NOTES
        TO UNAUDITED FINANCIAL STATEMENTS**
 **December
        31, 2006**




**1.
      BASIS OF PRESENTATION**




Advantage
      Capital Development Corp. (“Advantage or the Company”) 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.




On
      August
      12, 2004, the Company’s board of Directors voted to be regulated pursuant to
      Section 54 of the Investment Act. The decision to be regulated pursuant to
      Section 54 of the Investment Act was made primarily to better reflect
      Advantage’s anticipated future business and for developing relationships. As a
      business development company under Section 54 of the Investment Act, Advantage
      is required to invest a portion of its assets into developing companies.
      Advantage is focusing its investments in developing companies, but does not
      intend to limit its focus or its investments in any particular industry.
      Advantage intends to seek investments in companies that offer attractive
      investment opportunities.




On
      March
      6, 2006, the Company received written consents in lieu of a meeting of
      Stockholders from holders of 10,586,264 shares (representing approximately
      51.09% of the 20,719,699 issued and outstanding shares of the Company’s common
      stock as of the date hereof), approving and authorizing the withdrawal of the
      Company’s election to be treated as a Business Development Company (“BDC”) under
      the Investment Company Act of 1940 (the “Investment Company Act”); and on May 2,
      2006, the Board filed Withdrawal Notice with the Securities and Exchange
      Commission (the “SEC”) to withdraw the Company’s election to be treated as a
      BDC.




The
        accompanying financial statements have been prepared in accordance with
        generally accepted accounting principles for interim financial information
        and
        with instructions to Form 10-Q. 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
        and
        nine month period ended December 31, 2006 are not necessarily indicative
        of the
        results to be expected for the year ended March 31, 2007. 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 10-K for the
        year-ended March 31, 2006.




The
        Company's financial statements for the three and nine months ended December
        31,
        2006 have been prepared on a going concern basis which contemplates the
        realization of assets and settlement of liabilities and commitments in the
        normal course of business. Management recognizes that the Company's continued
        existence is dependent upon its ability to obtain needed working capital
        through
        additional equity and/or debt financing and revenue to cover expenses as
        the
        Company continues to incur losses.




The
      Company presently does not have sufficient liquid assets to finance its
      anticipated funding needs and obligations. A judgment in the amount of
      approximately $8 million was levied against the Company in connection with
      events that occurred while the Company was controlled by prior management.
      All
      present assets are secured by the preferred shareholders. At this time, the
      Company does not have the ability to liquidate or satisfy the judgment.
      Management is actively seeking negotiations to settle the claim. This
      uncertainty leaves substantial doubt about the ability of the Company to
      continue as a going concern. The accompanying financial statements do not
      include any adjustments that might result from the outcome of this uncertainty
      should the Company not be able to continue as a going concern.









7






**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.




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.




The
      Company is currently taxed as a corporation under Subchapter C of the Internal
      Revenue Code. We intend to elect to be treated as a “regulated investment
      company” or “RIC” under Subchapter M of the Internal Revenue Code with the
      filing of our federal corporate income tax return for 2005, which election
      would
      be effective as of 2005. As a RIC, the Company generally will not have to pay
      corporate taxes on any income it distributes to its stockholders as dividends,
      which will allow us to reduce or eliminate our corporate-level tax
      liability.




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. Potentially dilutive
      securities of 139,066,750 have been excluded from this computation, as their
      effect is anti-dilutive.











8





Stock
      Based Compensation




The
        Company issues shares of common stock to non-employees as stock based
        compensation. The Company accounts for the services using the fair market
        value
        of the services rendered. For the nine months ended December 31, 2006 and
        2005
        the Company issued 0 and 3,475,000 shares of common stock and recorded
        compensation expense of $0 and $802,000, respectively, in connection with
        the
        issuance of these shares.




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




Revenue
        is recognized in accordance with Securities and Exchange Commission Staff
        Accounting Bulletin No. 101 (“SAB 104”), “Revenue Recognition in Financial
        Statements.” Revenue is recognized only when the price is fixed or determinable,
        persuasive evidence of an arrangement exists, the service is performed and
        collectability is reasonably assured.


Investments




As
      required by ASR 118, the investment committee of the Company is required to
      assign a fair value to all investments. To comply with Section 2(a) (41) of
      the
      Investment Company Act and Rule 2a-4 under the Investment Company Act, it is
      incumbent upon the board of directors to satisfy themselves that all appropriate
      factors relevant to the value of securities for which market quotations are
      not
      readily available have been considered and to determine the method of arriving
      at the fair value of each such security. To the extent considered necessary,
      the
      board may appoint persons to assist them in the determination of such value,
      and
      to make the actual calculations pursuant to the board’s direction. The board
      must also, consistent with this responsibility, continuously review
      the




appropriateness
      of the method used in valuing each issue of security in the company’s portfolio.
      The directors must recognize their responsibilities in this matter and whenever
      technical assistance is requested from individuals who are not directors, the
      directors must carefully review the findings of such intervals in order to
      satisfy themselves that the resulting valuations are fair.




No
      single
      standard for determining “fair value...in good faith” can be laid down, since
      fair value depends upon the circumstances of each individual case. As a general
      principle, the current “fair value” of an issue of securities being valued by
      the board of directors would appear to be the amount which the owner might
      reasonably expect to receive for them upon their current sale. Methods, which
      are in accord with this principle, may, for example, be based on a multiple
      of
      earnings, or a discount from market of a similar freely traded security, or
      yield to maturity with respect to debt issues, or a combination of these and
      other methods. Some of the general factors, which the directors should consider
      in determining a valuation method for an individual issue of securities,
      include:




1)
            the
                fundamental analytical data relating to the investment,2)
            the
                nature and duration of restrictions on disposition of the securities,
                and3)
            an
                evaluation of the forces which influence the market in which these
                securities are purchased and sold. Among the more specific factors
                which
                are to be considered are: type of security, financial statements,
                cost at
                date of purchase, size of holding, discount from market value of
                unrestricted securities of the same class at time of purchase, special
                reports prepared by analysis, information as to any transactions
                or offers
                with respect to the security, existence of merger proposals or tender
                offers affecting the securities, price and extent of public trading
                in
                similar securities of the issuer or comparable companies, and other
                relevant matters.










9


The
      board
      has arrived at the following valuation method for its investments. Where there
      is not a readily available source for determining the market value of any
      investment, either because the investment is not publicly traded, or is thinly
      traded, and in absence of a recent appraisal, the value of the investment shall
      be based on the following criteria:





1.
            Total
                amount of the Company’s actual investment (“AI”). This amount shall
                include all loans, purchase price of securities, and fair value of
                securities given at the time of exchange.2.
            Total
                revenues for the preceding twelve months (“R”).3.
            Earnings
                before interest, taxes and depreciation (“EBITD”)4.
            Estimate
                of likely sale price of investment (“ESP”)5.
            Net
                assets of investment (“NA”)6.
            Likelihood
                of investment generating positive returns (going
                concern).




The
      estimated value of each investment shall be determined as follows:




o
            Where
                no or limited revenues or earnings are present, then the value shall
                be
                the greater of the investment’s a) net assets, b) estimated sales price,
                or c) total amount of actual investment.o
            Where
                revenues and/or earnings are present, then the value shall be the
                greater
                of one time (1x) revenues or three times (3x) earnings, plus the
                greater
                of the net assets of the investment or the total amount of the actual
                investment.o
            Under
                both scenarios, the value of the investment shall be adjusted down
                if
                there is a reasonable expectation that the Company will not be able
                to
                recoup the investment or if there is reasonable doubt about the
                investments ability to continue as a going concern.




Based
      on
      the previous methodology, the Company determined that the Company valued all
      its
      debt investments at cost and common stock at fair market value as of September
      30, 2006.





**3.
      RECENT ACCOUNTING PRONOUNCEMENTS**




New
      Financial Accounting Standards




In
        September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements”, which
        enhances existing guidance for measuring assets and liabilities using fair
        value. This Standard provides a single definition of fair value, together
        with a
        framework for measuring it, and requires additional disclosure about the
        use of
        fair value to measure assets and liabilities. SFAS No. 157 is effective for
        financial statements issued for fiscal years beginning after November 15,
        2007,
        and interim periods within those fiscal years. The Company does not believe
        that
        SFAS No. 157 will have a material impact on its financial
        statements.
 
 In
        July
        2006, FASB issued Interpretation No. 48 “Accounting for Uncertainty in Income
        Taxes” ("FIN 48"). The interpretation requires a two step approach for
        recognizing and measuring tax benefits based on a recognition threshold of
“more
        likely than not”. The FASB also requires explicit disclosures about
        uncertainties in tax positions including a detailed rollforward of tax benefits
        that do not qualify for financial statement recognition. The adoption of
        FIN 48
        is effective for fiscal years beginning after December 15, 2006. While the
        Company’s analysis of the impact of this Interpretation is not yet complete, we
        do not anticipate it will have a material impact on the Consolidated Financial
        Statements or with any of the Company’s debt covenants.


10





In
        February 2007, the FASB issued SFAS No. 159 (“SFAS 159”) “The Fair Value Option
        for Financial Assets and Financial Liabilities”, providing companies with an
        option to report selected financial assets and liabilities at fair value.
        The
        Standard’s objective is to reduce both complexity in accounting for financial
        instruments and the volatility in earnings caused by measuring related assets
        and liabilities differently. It also requires entities to display the fair
        value
        of those assets and liabilities for which the Company has chosen to use fair
        value on the face of the balance sheet. SFAS 159 is effective for fiscal
        years
        beginning after November 15, 2007. The Company is currently evaluating the
        impact of the adoption of this Statement on its financial statements. SFAS
        159
        also establishes presentation and disclosure requirements designed to facilitate
        comparisons between companies that choose different measurement attributes
        for
        similar types of assets and liabilities. The Standard requires companies
        to
        provide additional information that will help investors and other users of
        financial statements to more easily understand the effect of a Company’s choice
        to use fair value on its earnings. SFAS 159 is effective for fiscal years
        beginning after November 15, 2007. The Company is currently evaluating the
        impact of the adoption of this Statement on its financial
        statements.




**4.
      ACCRUED JUDGEMENTS**




On
      October 12, 2004, the Company was served with a Third Party Complaint by
      American Motorists Insurance Company in victory Village Limited III v. Builders
      Control Services Company, Inc. and American Motorist Insurance Company (“AMIC”),
      District Court, Clark County, Nevada. The Complaint is based on alleged bond
      made by the Company to American Motorist in 1995  The complaint is based on
      an agreement signed by the Company that required the Company to indemnify the
      issuer of a bond in which a wholly owned subsidiary of the Company was a
      principle. The bond was issued in connection with a real estate transaction
      that
      began in 1995. The events that led to the default on the bond occurred between
      the years of 1995 and 2004. According to the complaint, the Company, while
      known
      as C.E.C. Industries Corp. and controlled by a prior management, agreed to
      indemnify the issuer of the bond for all claims arising against the bond. On
      June 29, 2006 a judgment in the amount of $7,796,147 was levied against the
      Company. The Company has recorded $7,796,147 as Accrued Judgments.




**5.
      FINANCIAL HIGHLIGHTS**


December
                  31,2006
              
              2005Per
                  Share Operating Performance:Net
                  asset value beginning of period
              
              $
              (0.32
              )
              $
              0.14Income
                  from investment operationsNet
                  investment loss
              
              
              (0.00
              )
              
              (0.02
              )Total
                  from investment operations
              
              
              (0.32
              )
              
              0.11Redemption of preferred stock
              
              
              (0.04
              )
              
              (.03
              )Sale
                  of Stock
              
              
              -
              
              
              -Net
                  asset value, Period ended December 31, 2006 & 2005
              
              $
              (.36
              )
              $
              0.08Total
                  Return
              
              
              (13
              %)
              
              (42
              %)Ratios
                  as a Percent of Average Net Assets:Expenses
              
              
              36
              %
              
              91
              %Net
                  investment gain (loss)
              
              
              5
              %
              
              (78
              %)






11





**6.
      INVESTMENTS**




In
          August
          2004, the Company entered into a Business Development Agreement with Global
          IT
          Holdings, Inc. (“Global”), a New York-based holding company created to acquire
          targeted internet technology (IT) staffing firms. The Company received
          a twenty
          one percent (21%) or 593,250,000 shares of Global's common stock, in exchange
          for its commitment to provide business development services to Global.
          On March
          6, 2006, the Company issued a distribution in the form of a stock dividend
          of
          331,799,021 of its common shares of Global IT Holdings, Inc. to shareholders
          of
          record on February 20, 2006. The Company will still retain a 9.9 percent
          stake
          in Global the IT staffing holding company. The fair market value of the
          common
          stock retained by the Company was $50,246 at March 31, 2006 and is recorded
          as
          an unrealized gain. The Company invested $500,000 through a collateralized
          senior debenture. The note bears interest at six and one-half percent (6.5%)
          and
          matures on December 31, 2004. The Company advanced Global an additional
          total of
          $165,000 with similar terms as above with an interest rate of 10%. In February
          2005, the Company extended the due date of its Series A 6.5% notes with
          Global
          IT Holdings, Inc. until March 31, 2006. In July, 2005 the Company received
          a
          repayment of $250,000 of principal In March 2006 the Company extended the
          due
          date of the notes to December 31, 2006. During the year ended March 31,
          2006 the
          Company advanced an additional $76,300 with similar terms as above. For
          the
          three and nine months ended December 31, 2006 and 2005 the Company recognized
          interest income of $8,049 and $24,060, and $5,980 and, $22,976, respectively
          associated with these debentures. As of December 31, 2006 and March 31,
          2006,
          Global owed the Company $491,300.


In
      October 2004 the Company entered into a promissory note and security agreement
      in the amount of $50,000 with a company. In February 2006 the Company received
      a
      $10,000 payment on the note. The note bears interest at a rate of 10% per annum.
      The third party has agreed that the return on the note will be 25% and will
      have
      90 days from the date of the note repayment to pay the difference. For the
      three
      and six months ended September 30, 2006 and 2005 the Company recognized $1,020,
      $2,017 and $1,260, $2,507, respectively of interest income associated with
      this
      promissory note.. As of September 30, 2006 and March 31, 2006, the Company
      was
      due $40,000.




In
      October 2004, the Company purchased a convertible debenture of American
      Publishing, Inc. from an unrelated third party in the amount of $18,259. The
      debenture is convertible into $36,518 of common stock upon demand by the
      Company. During the year ended March 31, 2005 the Company converted a total
      of
      $10,000 into common stock and recognized gains of $26,592 on the sale of the
      common stock. As of September 30, 2006 and March 31, 2006 the Company still
      retains common stock with a basis of $2,678 and a fair market value of $4,513
      and $8,481, respectively. In addition on March 29, 2006 the Company loaned
      American Publishing an additional $17,000 at a rate of 10% per annum due June
      29, 2006 or is convertible into common stock at a price of 75% of market value.
      For the three and six months ended September 30, 2006 and 2005 the Company
      recognized gains of $2,732 and $4,430 and $0 and $0, respectively associated
      with the sale of common stock.




In
          November 2004 the Company purchased a $200,000 8% secured convertible debenture
          from Colmena Corp. (“Colmena”). The note plus accrued interest is convertible
          into common stock at (a) an amount equal to one hundred twenty percent
          (120%) of
          the final closing bid price of the Common Stock as or (b) an amount equal
          to
          eighty percent (80%) of the lowest volume weighted average price of the
          Company's Common Stock, for the thirty (30) trading days immediately preceding
          the conversion rate. The Company also received 40,000 common stock warrants
          at a
          price of $.30 per share. The warrants expire 2 years for the date of the
          convertible note. The Company has not assigned any value to these warrants
          as
          they were issued at above market value of the common stock on the date
          of
          issuance. In March 2005 the Company purchased an additional $200,000 of
          8%
          secured convertible debenture of Colmena Corp from an unrelated third party.
          Colmena is currently in default on filing its registration and is subject
          to a
          2% per month penalty. For the three and nine months ended December 31,
          2006 and
          2005 the Company recognized income from penalties of $24,000, $72,000 and
          $24,000, $72,000, respectively and interest income of $7,461 and $23,505,
          and
          $8,066 and $24,112 associated with these secured debentures. As of December
          31,
          2006 and March 31, 2006, Colmena owed the Company $370,000 and $400,000,
          respectively. In August 2006 the Company converted $25,000 of notes receivable
          into common stock, the Company recognized a loss on the sale of common
          stock of
          $20,551 for the three months ended December 31, 2006. In October 2005 the
          Company converted $5,000 of notes into common stock, The Company has recorded
          an
          unrealized gain on the common stock of $20,000 for the three months ended
          December 31, 2006.
  12


In
      December 2004 the Company purchased $250,000 of 5% convertible debenture from
      Cinema Ride, Inc. (“Cinema Ride”). The debenture is due 9 months from the date
      of issuance. The note plus accrued interest is convertible into common stock
      at
      (a) an amount equal to one hundred twenty percent (120%) of the final closing
      bid price of the Common Stock as or (b) an amount equal to eighty percent (80%)
      of the lowest volume weighted average price of the Company’s Common Stock, for
      the five (5) trading days immediately preceding the conversion rate. The Company
      also received 40,000 common stock warrants at a price of $.25 per share. The
      warrants expire 3 years for the date of the convertible note. The Company has
      not assigned any value to these warrants as they were issued at above market
      value of the common stock on the date of issuance.




In
        January 2005 the Company purchased an additional $280,000 of 5% convertible
        debenture from Cinema Ride, Inc.(“Cinema Ride”). The debenture is due 9 months
        from the date of issuance. The note plus accrued interest is convertible
        into
        common stock at (a) an amount equal to one hundred twenty percent (120%)
        of the
        final closing bid price of the Common Stock as or (b) an amount equal to
        eighty
        percent (80%) of the lowest volume weighted average price of the Company's
        Common Stock, for the five (5) trading days immediately preceding the conversion
        rate. The Company also received 40,000 common stock warrants at a price of
        $.25
        per share. The warrants expire 3 years for the date of the convertible note.
        The
        Company has not assigned any value to these warrants as they were issued
        at
        above market value of the common stock on the date of issuance. In March,
        2006
        the Company converted $25,000 of the debenture into common stock. During
        the
        nine months ended December 31, 2006 the Company received a repayment of $606,000
        of principal, as of December 31, 2006 the Company was owed $0. For the three
        and
        nine months ended December 31, 2006, and 2005 the Company recognized interest
        income of $0, $6,680 and $1,633, $19,966 respectively associated with these
        convertible debentures. As of December 31, 2006 and March 31, 2006, Cinema
        Ride
        owed the Company $0 and $505,000, respectively.




For
      the nine months ended September 30, 2005 the Company purchased $40,750 of
      common stock of Global Triad, Inc. (“Global Triad”). The Company sold a total of
      $68,988 of the common stock for the three and six months ended September 30,
      2005, the Company recognized gains of $0 and $16,775. For the Three and six
      months ended September 30, 3006 the Company did not have any of theses
      securities.




In
          September 2005, the Company agreed to provide CES International,
          Inc. weekly advances to CES at 75% of the face value of specific
          approved customers for all closing dates occurring in the month of
          September 2005 up to a maximum of $300,000, with a monthly minimum of $50,000
          based on a rolling three-month average. The Company agreed to provide advances
          to CES at 85% of the face value of the purchased invoices for all closing
          dates
          occurring in the month of October 2005, and 90% of all purchased invoices
          thereafter. The Company received a facility fee of 1% on the total
          committed factoring facility, which was paid at closing. Pursuant to the
          terms
          of the Agreement, CES issued to the Company a Warrant to purchase Two Hundred
          and Fifty Thousand (250,000) shares of CES' Common Stock (the “Warrant Shares”)
          for a period of five (5) years at the exercise price of $0.001 per share.
          The
          Warrant Shares shall have “piggy-back” and demand registration rights. In March,
          2006 the factored amounts owed were converted in a note receivable in the
          amount
          of $41,261by the Company. The factor agreement is secured by a lien on
          all
          of CES's tangible assets. In March 2006, CES repaid the Company
          $10,000 and the Company loaned CES an additional $30,000 bearing a rate
          of 10%
          per annum and originally due February 28, 2007. The note was extended until
          May
          30, 2007. The Company recognized capital raising fees of $3,000. The Company's
          recognized interest income of $724 and $2,607 for the three and nine months
          ended December 31, 2006. In December 2006, the Company assigned the $30,000
          to a
          third party for payment of management fees.




In
        March,
        2006 thee Company purchased $100,000 of 12% secured convertible debenture
        from
        Global Imports and Trading, Inc.(“Global Imports”). The debenture is due 18
        months from the date of issuance. The note plus accrued interest is convertible
        into common stock at (a) an amount equal to one hundred twenty percent (120%)
        of
        the final closing bid price of the Common Stock as or (b) an amount equal
        to
        eighty percent (80%) of the lowest volume weighted average price of the
        Company’s Common Stock, for the five (5) trading days immediately preceding the
        conversion rate. The Company also received common stock warrants to purchase
        a
        total of 2.99% of the fully diluted shares of Global Imports common stock.
        The
        Company has not assigned any value to these warrants as they were issued
        at
        above market value of the common stock on the date of issuance. For three
        and
        six months ended September 30, 2006 the Company recognized interest income
        of
        $4,500 and $7,500 associated with this debenture.


13


In
      March
      2006, the Company entered into a one year promissory note and security agreement
      in the amount of $16,000 with Pryaer Haute Couture, Inc. The note bears interest
      at a rate of 10% per annum. For the three and six months ended September 30,
      2006 the Company recognized interest income of $403 and $937 associated with
      this debenture.




In
      June
      2006, the Company entered into a one year promissory note and security agreement
      in the amount of $50,000 with Full Circle Media, Inc. The note bears interest
      at
      a rate of 10% per annum. The Company recognized capital raising fees of $5,000
      on this transaction. . For the three and six months ended September 30, 2006
      the
      Company recognized interest income of $1,264 and $2,866 associated with this
      debenture.




**7.
      INTEREST RECEIVABLE**




Interest
        receivable of $315,772 consist of amounts owed to the Company from its
        investments in various debt instruments as of December 31,
        2006.




**8.
      DEFERRED FINANCING COSTS**




On
      August
      2004, the Company entered into a Standby Equity Distribution Agreement with
      Cornell Capital Partners. The Company will be entitled to commence drawing
      down
      on the Standby Equity Distribution Agreement when the sale of the Common Stock
      under the Standby Equity Distribution Agreement is registered with the SEC
      and
      for two years thereafter. The purchase price for the shares will be equal to
      98%
      of the market price, which is defined as the lowest closing bid price of the
      Common Stock during the five trading days following the notice date. A cash
      fee
      equal to ten percent (10%) of the cash proceeds of the draw down is also payable
      at the time of funding. To date, the Company has not received any funding under
      the Standby Equity Distribution Agreement. In connection with the Standby Equity
      Distribution Agreement, the Company issued 1,695,866 shares of its common stock
      valued at $370,000 to Cornell Capital Partners as a commitment fee. The Company
      is obligated to issue Cornell Capital Partner an additional $370,000 commitment
      fee one year after the Standby Equity Distribution Agreement is declared
      effective.




In
      October 2005 the Company cancelled the agreement and expensed the deferred
      financing fees of $370,000.




**9.
      PREFERRED STOCK**


On
          August
          25, 2004, the Company issued $1,000,000 in convertible debentures to Cornell
          Capital. These debentures are convertible into shares of our Common Stock
          at the
          price per share price equal to the volume weighted average price of the
          Common
          Stock as listed on Pink Sheets or OTC Bulletin Board (or Nasdaq SmallCap
          Market
          or American Stock Exchange), as quoted by Bloomberg L.P. during the three
          (3)
          trading days immediately preceding the conversion date. These convertible
          debentures bear interest at 5% and are convertible at the holder's option.
          These
          convertible debentures have a term of three years and may be redeemed,
          at our
          option at a 20% premium. The Company was obligated to pay a $100,000 financing
          fee to Cornell for the note. The financing fees were being amortized over
          the
          life of the note. The Company was amortizing the beneficial conversion
          expense
          of $157,333 over the life of the note. In February, 2005 the Company converted
          the debenture and accrued interest of $23,151 into 10,231,510 shares of
          the
          Company's preferred stock. The un-amortized expenses of $202,513 were
          reclassified to additional paid in capital at the time of the conversion.
          The
          Company was obligated to file a SB-2 registration statement within 30 days
          of
          the initial funding or pay a 2% penalty per month. The Company has recorded
          additional penalties of $60,000 and $180,000 for the three and nine months
          ended
          December 31, 2006 and 2005, respectively.. In August 2005, the Company
          issued a
          total of 225,000 shares of common stock as payment for $22,500 of accrued
          penalties.


In
      March
      2005, the Company sold an additional 4,750,000 shares of preferred stock valued
      at $475,000 to Montgomery Equity Partners, LTD, for proceeds of $200,000,
      assignment of a note receivable in Colmena Corp. of $200,000, accrued interest
      of $4,339 and fees of $70,661.




During
        the year ended March 31, 2006, Montgomery Equity Partners, LTD redeemed 750,000
        shares of its Preferred Stock for proceeds of $75,000. The Company also paid
        an
        additional $25,000 in accrued penalties it owed on the Preferred
        Stock.
  In
          April
          2006, Montgomery Equity Partners, LP redeemed an additional 4,040,000 shares
          of
          Series A Preferred Stock for proceeds of $404,000.
  In
        August
        2006, Montgomery Equity Partners, LP redeemed an additional 2,020,000 shares
        of
        Series A Preferred Stock for proceeds of $202,000.


14







**10.
      CAPITAL SHARE TRANSACTIONS**




As
                    of December 31, 2006, 5,000,000,000 shares of $.001 par value
                    capital
                    stock were authorized.Transactions
                    in capital stock were as follows:Common
                    Stock
                
                AmountDecember
                    31,
                
                March
                    31,
                
                December
                    31,
                
                March
                    31,2006
                
                2006
                
                2006
                
                2006Balance
                    beginning of period
                
                19,900,090
                
                15,437,648
                $
                13,177,763
                $
                $
                    12,255,674Shares
                    cancelled
                
                
                
                (550,058)
                
                
                
                $
                    (82,511)Shares
                    sold
                
                
                
                1,312,500
                
                
                
                200,000Shares
                    issued for accrued expenses
                
                
                
                225,000
                
                
                
                22,500Shares
                    issued for services
                
                
                
                3,475,000
                
                
                
                802,000Balance
                    December 31, 2006 and March 31, 2006
                
                19,900,090
                
                19,900,090
                $
                $13,177,763
                $
                $13,197,663Preferred
                    Stock
                
                AmountDecember
                    31,
                
                March
                    31,
                
                December
                    31,
                
                March
                    31,2006
                
                2006
                
                2006
                
                2006Balance
                    beginning of period
                
                
                14,231,510
                
                
                14,981,511
                
                $
                1,423,151
                
                $
                1,498,151Shares
                    redeemed
                
                
                (6,060,000
                )
                
                (750,000
                )
                
                (606,000
                )
                
                (75,000
                )Balance
                    December 31, 2006 and March 31, 2006
                
                
                8,171,510
                
                
                14,231,511
                
                $
                817,151
                
                $
                1,423,151


**11
      LEGAL PROCEEDINGS**




On
      October 12, 2004, the Company was served with a Third Party Complaint by
      American Motorists Insurance Company in Victory Village Limited III v. Builders
      Control Services Company, Inc. and American Motorist Insurance Company (“AMIC”),
      District Court, Clark County, Nevada. The Complaint is based on alleged bond
      made by the Company to American Motorist in 1995. The complaint is based on
      an
      agreement signed by the Company that required the Company to indemnify the
      issuer of a bond in which a wholly owned subsidiary of the Company was a
      principle. The bond was issued in connection with a real estate transaction
      that
      began in 1995. The events that led to the default on the bond occurred between
      the years of 1995 and 2004.




According
      to the complaint, the Company, while known as C.E.C. Industries Corp. and
      controlled by a prior management, agreed to indemnify the issuer of the bond
      for
      all claims arising against the bond. On June 29, 2006 a judgment in the amount
      of $7,796,147 was levied against the Company. The Company has recorded an
      accrued judgment of $7,796,147 as of June 30, 2006.




In
      a
      letter from the Securities and Exchange Commission (“SEC” or “Commission”) dated
      June 17, 2005, management learned that due to certain actions taken by previous
      management some seven years ago and the subsequent settlement with the
      Commission relating to those activities, we might not be eligible to rely on
      the
      exemption offered in Regulation E for the offering that we initiated in October
      2004. Section 230.602(b)(4) of Regulation E prohibits any issuer from relying
      on
      Regulation E as an exemption for its securities if the issuer is subject to
      an
      injunction or restraining order within five years prior to the filing of
      notification with the Commission that the Company intends to elect to be
      regulated as a business development company. An injunction was implemented
      against the Company by the United States District Court of Columbia based on
      actions that occurred by previous management in 1996 and 1997 as set forth
      in
      SEC Litigation Release No. 17139 (the “Release”) dated September 19, 2001. The
      Company subsequently filed our Notification of Election to be regulated as
      a
      business development company on August 20, 2004. Current management was not
      aware of any facts that would have precluded reliance on the exemption from
      registration promulgated under Regulation E with respect to our offering
      commenced October 1, 2004. Specifically, management of the Company was not
      aware
      of the injunction against the Company dated September 19, 2001. Accordingly,
      the
      Company, in good faith, relied upon such exemption. After being made aware
      of
      such facts that would preclude the Company from reliance upon such exemption
      in
      the SEC letter dated June 17, 2005, we immediately ceased the offering. The
      Company has offered a right of rescission to all investors who purchased
      securities in the Regulation E offering in consideration for, generally, their
      investment price plus interest. As of September 30, 2006 three investors with
      a
      total of 550,058 shares of common stock with a value of $82,512 have had their
      investment returned.








15










**ITEM
      2. MANAGEMENT DISCUSSION AND ANALYSIS OR PLAN OF
      OPERATIONS**




This
      Quarterly Report on Form 10-Q 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-Q, 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-K as well as in this report
      on Form 10-Q. 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 10-Q. 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
        and
        nine months period ended December 31, 2006 are not necessarily indicative
        of the
        results to be expected for the year ended March 31, 2007. 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 10K for the year-
        ended March 31, 2006.




CRITICAL
      ACCOUNTING POLICIES




Advantage
      Capital Development Corp. financial statements and related public financial
      information are based on the application of accounting principles generally
      accepted in the United States of America (“GAAP”). GAAP requires the use of
      estimates; assumptions, judgments and subjective interpretations of accounting
      principles that have an impact on the assets, liabilities, revenue and expense
      amounts reported. These estimates can also affect supplemental information
      contained in our external disclosures, including information regarding
      contingencies, risk and financial condition. We believe our use of estimates
      and
      underlying accounting assumptions adhere to GAAP and are consistently and
      conservatively applied. Valuations based on estimates are reviewed by us for
      reasonableness and conservatism on a consistent basis. Primary areas where
      our
      financial information is subject to the use of estimates, assumptions and the
      application of judgment include acquisitions, valuation of investments, and
      the
      realizability of deferred tax assets. We base our estimates on historical
      experience and on various other assumptions that we believe to be reasonable
      under the circumstances. Actual results may differ materially from these
      estimates under different assumptions or conditions.




VALUATION
      OF LONG-LIVED AND INTANGIBLE ASSETS




The
      recoverability of long-lived assets requires considerable judgment and is
      evaluated on an annual basis or more frequently if events or circumstances
      indicate that the assets may be impaired. As it relates to definite life
      intangible assets, we apply the impairment rules as required by SFAS No. 121,
      “Accounting for the Impairment of Long-Lived Assets and Assets to Be Disposed
      Of” as amended by SFAS No. 144, which also requires significant judgment and
      assumptions related to the expected future cash flows attributable to the
      intangible asset. The impact of modifying any of these assumptions can have
      a
      significant impact on the estimate of fair value and, thus, the recoverability
      of the asset.













16







INCOME
      TAXES




We
        recognize deferred tax assets and liabilities based on the differences between
        the financial statement carrying amounts and the tax bases of assets and
        liabilities. We regularly review our deferred tax assets for recoverability
        and
        establish a valuation allowance based upon historical losses, projected future
        taxable income and the expected timing of the reversals of existing temporary
        differences. As of December 31, 2006, we estimated the allowance on net deferred
        tax assets to be one hundred percent of the net deferred tax
        assets.




VALUATION
      OF INVESTMENTS




As
      required by ASR 118, the investment committee of the company is required to
      assign a fair value to all investments. To comply with Section 2(a) (41) of
      the
      Investment Company Act and Rule 2a-4 under the Investment Company Act, it is
      incumbent upon the board of directors to satisfy themselves that all appropriate
      factors relevant to the value of securities for which market quotations are
      not
      readily available have been considered and to determine the method of arriving
      at the fair value of each such security. To the extent considered necessary,
      the
      board may appoint persons to assist them in the determination of such value,
      and
      to make the actual calculations pursuant to the board’s direction. The board
      must also, consistent with this responsibility, continuously review the
      appropriateness of the method used in valuing each issue of security in the
      company’s portfolio. The directors must recognize their responsibilities in this
      matter and whenever technical assistance is requested from individuals who
      are
      not directors, the findings of such intervals must be carefully reviewed by
      the
      directors in order to satisfy themselves that the resulting valuations are
      fair.




No
      single
      standard for determining “fair value...in good faith” can be laid down, since
      fair value depends upon the circumstances of each individual case. As a general
      principle, the current “fair value” of an issue of securities being valued by
      the board of directors would appear to be the amount which the owner might
      reasonably expect to receive for them upon their current sale. Methods, which
      are in accord with this principle, may, for example, be based on a multiple
      of
      earnings, or a discount from market of a similar freely traded security, or
      yield to maturity with respect to debt issues, or a combination of these and
      other methods. Some of the general factors, which the directors should consider
      in determining a valuation method for an individual issue of securities,
      include:




1)
      the
      fundamental analytical data relating to the investment, 2) the nature and
      duration of restrictions on disposition of the securities, and 3) an evaluation
      of the forces which influence the market in which these securities are purchased
      and sold. Among the more specific factors which are to be considered are: type
      of security, financial statements, cost at date of purchase, size of holding,
      discount from market value of unrestricted securities of the same class at
      time
      of purchase, special reports prepared by analysis, information as to any
      transactions or offers with respect to the security, existence of merger
      proposals or tender offers affecting the securities, price and extent of public
      trading in similar securities of the issuer or comparable companies, and other
      relevant matters.




Our
      board
      has arrived at the following valuation method for our investments. Where there
      is not a readily available source for determining the market value of any
      investment, either because the investment is not publicly traded, or is thinly
      traded, or in absence of a recent appraisal, the value of the investment shall
      be based on the following criteria:





1.
            Total
                amount of the Company’s actual investment (“AI”). This amount shall
                include all  loans, purchase price of securities, and fair value of
                securities given at the time of exchange.2.
            Total
                revenues for the preceding twelve months (“R”).3.
            Earnings
                before interest, taxes and depreciation (“EBITD”)4.
            Estimate
                of likely sale price of investment (“ESP”)5.
            Net
                assets of investment (“NA”)6.
            Likelihood
                of investment generating positive returns (going
                concern).











17





The
      estimated value of each investment shall be determined as follows:




o
      Where
      no or limited revenues or earnings are present, then the value shall be the
      greater of the investment’s a) net assets, b) estimated sales price, or c) total
      amount of actual investment.




o
      Where
      revenues and/or earnings are present, then the value shall be the greater of
      one
      time (1x) revenues or three times (3x) earnings, plus the greater of the net
      assets of the investment or the total amount of the actual
      investment.




o
      Under
      both scenarios, the value of the investment shall be adjusted down if there
      is a
      reasonable expectation that the Company will not be able to recoup the
      investment or if there is reasonable doubt about the investments ability to
      continue as a going concern.




We
      have
      not retained independent appraises to assist in the valuation of the portfolio
      investments because the cost was determined to be prohibitive for the current
      levels of investments.




EXPENSES
      AND REVENUE




Capital
          raising fees decreased for three and nine moths ended December 31, 2006
          to $0
          and $8,000 from $8,240 and $18,875 for the three and nine months ended
          December
          31, 2005. The Company typically charges a 10% up front non refundable fee
          for
          most financing transactions.
  Interest
          income decreased for the three and nine months ended December 31, 2006
          to
          $52,566 and $149,538 from $79,037 and $222,076 for the three and nine months
          ended December 31, 2005. The Company typically charges interest at a rate
          of
          between 5% to 10% on convertible notes it purchases. The Company may also
          receive warrants as part of the financing. No value has been recorded for
          these
          warrants until they are exercised.
 General
        and administrative expenses were $10,008 and $34,574 for the three and six
        months ended December 31, 2006 compared to $5,360 and $56,261 for the three
        and
        nine months ended December 31, 2005.
  Consulting
        was $5,729 and $14,602 for the three and nine months ended December 31, 2006
        compared to $4,680 and $806,680 for the three and nine months ended December
        31,
        2005. The decrease was caused by $758,250 which was paid by the issuance
        of
        3,225,000 shares of common stock during the three and nine months ended December
        31, 2005.
  Legal
        and
        professional fees were $49,037 and $61,700 for the three and nine months
        ended
        December 31, 2006 compared to $55,417 and $154,246 for the three and nine
        months
        ended December 31, 2005. This was a result of the Company becoming a Business
        Development corporation.
 
 Management
        fees were $45,000 and $90,000 for the three and nine months ended December
        31,
        2006 compared to $22,500 and $67,500 for the three and nine months ended
        December 31, 2005, Company utilizes and unrelated third party for business
        development services. In December 2006 the Company and the third party agreed
        to
        terminate the management agreement. The Company paid the termination fees
        by
        transferring ownership in a $30,000 investment to the third party.
  Interest
        expense for three and nine months ended December 31, 2006 was $24,715 and
        $87,958 compared to $22,594 and $58,231 for three and nine months ended December
        31, 2005. The increase in interest was a direct result of the Company's
        financing through preferred stock.
  Penalties
        expense was $60,000 and $180,000 for the three months and nine months ended
        December 31, 2006 compared to $60,000 and $180,000 for the three and nine
        months
        ended December 31, 2005 was obligated to file a SB-2 registration statement
        within 30 days of the initial funding of it convertible debenture or pay
        a 2%
        penalty per month. The Company has recorded penalties of $552,500 as of December
        31, 2006.







18


PLAN
      OF
      OPERATIONS




We
        are a
        Nevada corporation with our principal and executive offices located at 2999
        N.E.
        191st Street, Penthouse 2, Aventura, FL 33180, telephone (866) 820-5139.
        We were
        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.
  On
        November 30, 2003, we entered into an Acquisition and Financing Agreement
        with
        PayCard Solutions, Inc., pursuant to which our 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, we 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.
  We
        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. As a
        precautionary measure, we determined that it was 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 us and have agreed to release us from any obligations owed
        to
        the entity, the individual and his affiliated entities.
  Due
        to
        this situation, Paycard refused to provide its Financial Statements to us
        so
        that we could complete its audited financial statements for our March 31,
        2004
        10KSB. Therefore, we assigned eighty-five (85%) percent of our ownership
        interest in Paycard to Knightsbridge Holding, LLC, which has been providing
        and
        will continue to provide funding to us. Upon completion of such assignment,
        we
        now only own fifteen (15%) percent of PayCard and are no longer required
        to
        provide an audit for PayCard.
  We
        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.
  On
        August
        12, 2004, Advantage's Board of Directors voted to be regulated pursuant to
        Section 54 of the Investment Act. The decision to be regulated pursuant to
        Section 54 of the Investment Act was made primarily to better reflect
        Advantage's anticipated future business and for developing relationships.
        As a
        business development company under Section 54 of the Investment Act, Advantage
        is required to invest a portion of its assets into developing companies.
        Advantage has focused its investments in developing companies, but does not
        intend to limit its focus its investments in any particular industry. Advantage
        has sought investments in companies that offer attractive investment
        opportunities.
  We
        have
        focused our business plan of (i) investing in small public companies through
        the
        issuance by them of secured convertible debentures in the $200,000 to $750,000
        range and (ii) investing in private companies that may be good targets for
        spin
        offs or registration.


19


In
          August
          2004, the Company entered into a Business Development Agreement with Global
          IT
          Holdings, Inc. (“Global”), a New York-based holding company created to acquire
          targeted internet technology (IT) staffing firms. The Company received
          a twenty
          one percent (21%) or 593,250,000 shares of Global's common stock, in exchange
          for its commitment to provide business development services to Global.
          On March
          6, 2006, the Company issued a distribution in the form of a stock dividend
          of
          331,799,021 of its common shares of Global IT Holdings, Inc. to shareholders
          of
          record on February 20, 2006. The Company will still retain a 9.9 percent
          stake
          in Global the IT staffing holding company. The fair market value of the
          common
          stock retained by the Company was $50,246 at March 31, 2006 and is recorded
          as
          an unrealized gain. The Company invested $500,000 through a collateralized
          senior debenture. The note bears interest at six and one-half percent (6.5%)
          and
          matures on December 31, 2004. The Company advanced Global an additional
          total of
          $165,000 with similar terms as above with an interest rate of 10%. In February
          2005, the Company extended the due date of its Series A 6.5% notes with
          Global
          IT Holdings, Inc. until March 31, 2006. In July, 2005 the Company received
          a
          repayment of $250,000 of principal In March 2006 the Company extended the
          due
          date of the notes to December 31, 2006. During the year ended March 31,
          2006 the
          Company advanced an additional $76,300 with similar terms as above. For
          the
          three and nine months ended December 31, 2006 and 2005 the Company recognized
          interest income of $8,049 and $24,060, and $5,980 and, $22,976, respectively
          associated with these debentures. As of December 31, 2006 and March 31,
          2006,
          Global owed the Company $491,300.
  In
        October 2004 the Company entered into a promissory note and security agreement
        in the amount of $50,000 with a company. In February 2006 the Company received
        a
        $10,000 payment on the note. The note bears interest at a rate of 10% per
        annum.
        The third party has agreed that the return on the note will be 25% and will
        have
        90 days from the date of the note repayment to pay the difference. For the
        three
        and nine months ended December 31, 2006 and 2005 the Company recognized $1,009,
        $1,260 and $3,025, $3,678, respectively of interest income associated with
        this
        promissory note.. As of December 31, 2006 and March 31, 2006, the Company
        was
        due $40,000.
  In
        October 2004, the Company purchased a convertible debenture of American
        Publishing, Inc. from an unrelated third party in the amount of $18,259.
        The
        debenture is convertible into $36,518 of common stock upon demand by the
        Company. During the year ended March 31, 2005 the Company converted a total
        of
        $10,000 into common stock and recognized gains of $26,592 on the sale of
        the
        common stock. As of December 31, 2006 and March 31, 2006 the Company still
        retains common stock with a basis of $2,675 and a fair market value of $1,257
        and $8,481, respectively. In addition on March 29, 2006 the Company loaned
        American Publishing an additional $17,000 at a rate of 10% per annum due
        June
        29, 2006 or is convertible into common stock at a price of 75% of market
        value.
        For the three and nine months ended December 31, 2006 and 2005 the Company
        recognized gains of $0 and $4,430 and $0 and $0, respectively associated
        with
        the sale of common stock.
  In
          November 2004 the Company purchased a $200,000 8% secured convertible debenture
          from Colmena Corp. (“Colmena”). The note plus accrued interest is convertible
          into common stock at (a) an amount equal to one hundred twenty percent
          (120%) of
          the final closing bid price of the Common Stock as or (b) an amount equal
          to
          eighty percent (80%) of the lowest volume weighted average price of the
          Company's Common Stock, for the thirty (30) trading days immediately preceding
          the conversion rate. The Company also received 40,000 common stock warrants
          at a
          price of $.30 per share. The warrants expire 2 years for the date of the
          convertible note. The Company has not assigned any value to these warrants
          as
          they were issued at above market value of the common stock on the date
          of
          issuance. In March 2005 the Company purchased an additional $200,000 of
          8%
          secured convertible debenture of Colmena Corp from an unrelated third party.
          Colmena is currently in default on filing its registration and is subject
          to a
          2% per month penalty. For the three and nine months ended December 31,
          2006 and
          2005 the Company recognized income from penalties of $24,000, $72,000 and
          $24,000, $72,000, respectively and interest income of $7,461 and $23,505,
          and
          $8,066 and $24,112 associated with these secured debentures. As of December
          31,
          2006 and March 31, 2006, Colmena owed the Company $370,000 and $400,000,
          respectively. In August 2006 the Company converted $25,000 of notes receivable
          into common stock, the Company recognized a loss on the sale of common
          stock of
          $20,551 for the three months ended December 31, 2006. In October 2005 the
          Company converted $5,000 of notes into common stock, The Company has recorded
          an
          unrealized gain on the common stock of $20,000 for the three months ended
          December 31, 2006.
  20


In
        December 2004 the Company purchased $250,000 of 5% convertible debenture
        from
        Cinema Ride, Inc. (“Cinema Ride”). The debenture is due 9 months from the date
        of issuance. The note plus accrued interest is convertible into common stock
        at
        (a) an amount equal to one hundred twenty percent (120%) of the final closing
        bid price of the Common Stock as or (b) an amount equal to eighty percent
        (80%)
        of the lowest volume weighted average price of the Company's Common Stock,
        for
        the five (5) trading days immediately preceding the conversion rate. The
        Company
        also received 40,000 common stock warrants at a price of $.25 per share.
        The
        warrants expire 3 years for the date of the convertible note. The Company
        has
        not assigned any value to these warrants as they were issued at above market
        value of the common stock on the date of issuance.
  In
        January 2005 the Company purchased an additional $280,000 of 5% convertible
        debenture from Cinema Ride, Inc.(“Cinema Ride”). The debenture is due 9 months
        from the date of issuance. The note plus accrued interest is convertible
        into
        common stock at (a) an amount equal to one hundred twenty percent (120%)
        of the
        final closing bid price of the Common Stock as or (b) an amount equal to
        eighty
        percent (80%) of the lowest volume weighted average price of the Company's
        Common Stock, for the five (5) trading days immediately preceding the conversion
        rate. The Company also received 40,000 common stock warrants at a price of
        $.25
        per share. The warrants expire 3 years for the date of the convertible note.
        The
        Company has not assigned any value to these warrants as they were issued
        at
        above market value of the common stock on the date of issuance. In March,
        2006
        the Company converted $25,000 of the debenture into common stock. During
        the
        nine months ended December 31, 2006 the Company received a repayment of $606,000
        of principal, as of December 31, 2006 the Company was owed $0. For the three
        and
        nine months ended December 31, 2006, and 2005 the Company recognized interest
        income of $0, $6,680 and $1,635, $19,966 respectively associated with these
        convertible debentures. As of December 31, 2006 and March 31, 2006, Cinema
        Ride
        owed the Company $0 and $505,000, respectively.
  For
        the
        nine months ended December 31, 2005 the Company purchased $40,750 of common
        stock of Global Triad, Inc. (“Global Triad”). The Company sold a total of
        $68,988 of the common stock for the three and nine months ended December
        31,
        2005, the Company recognized gains of $0 and $16,775. For the Three and nine
        months ended December 31, 3006 the Company did not have any of theses
        securities.
  In
          September 2005 the Company agreed to provide CES International, Inc. weekly
          advances to CES at 75% of the face value of specific approved
          customers for all closing dates occurring in the month of September 2005 up
          to a maximum of $300,000, with a monthly minimum of $50,000 based on a
          rolling
          three-month average. The Company agreed to provide advances to CES at 85%
          of the
          face value of the purchased invoices for all closing dates occurring in
          the
          month of October 2005, and 90% of all purchased invoices thereafter. The
          Company received a facility fee of 1% on the total committed factoring
          facility, which was paid at closing. Pursuant to the terms of the Agreement,
          CES
          issued to the Company a Warrant to purchase Two Hundred and Fifty Thousand
          (250,000) shares of CES' Common Stock (the “Warrant Shares”) for a period of
          five (5) years at the exercise price of $0.001 per share. The Warrant Shares
          shall have “piggy-back” and demand registration rights. In March, 2006 the
          factored amounts owed were converted in a note receivable in the amount
          of
          $41,261by the Company. The factor agreement is secured by a lien on all
          of CES's tangible assets. In March 2006, CES repaid the Company
          $10,000 and the Company loaned CES an additional $30,000 bearing a rate
          of 10%
          per annum and originally due February 28, 2007. The note was extended until
          May
          30, 2007. The Company recognized capital raising fees of $3,000. The Company's
          recognized interest income of $724 and $2,607 for the three and nine months
          ended December 31, 2006. In December 2006, the Company assigned the $30,000
          to a
          third party for payment of management fees.
  In
          March,
          2006 thee Company purchased $100,000 of 12% secured convertible debenture
          from
          Global Imports and Trading, Inc. (“Global Imports”). The debenture is due 18
          months from the date of issuance. The note plus accrued interest is convertible
          into common stock at (a) an amount equal to one hundred twenty percent
          (120%) of
          the final closing bid price of the Common Stock as or (b) an amount equal
          to
          eighty percent (80%) of the lowest volume weighted average price of the
          Company's Common Stock, for the five (5) trading days immediately preceding
          the
          conversion rate. The Company also received common stock warrants to purchase
          a
          total of 2.99% of the fully diluted shares of Global Imports common stock.
          The
          Company has not assigned any value to these warrants as they were issued
          at
          above market value of the common stock on the date of issuance. For three
          and
          nine months ended December 31, 2006 the Company recognized interest income
          of
          $4,650 and $12,150 associated with this debenture.


21


In
        March
        2006, the Company entered into a one year promissory note and security agreement
        in the amount of $16,000 with Pryaer Haute Couture, Inc. The note bears interest
        at a rate of 10% per annum. For the three and nine months ended December
        31,
        2006 the Company recognized interest income of $403 and $1,340 associated
        with
        this debenture.
  In
        June
        2006, the Company entered into a one year promissory note and security agreement
        in the amount of $50,000 with Full Circle Media, Inc. The note bears interest
        at
        a rate of 10% per annum. The Company recognized capital raising fees of $5,000
        on this transaction. . For the three and nine months ended December 31, 2006
        the
        Company recognized interest income of $1,263 and $4,130 associated with this
        debenture. In November 2006 the Company agreed to extend the term of the
        note to
        June 5, 2007. The Company increased the note an additional $5,000 and recognized
        financing fees of $5,000 in consideration for extending the term of the note.
 
 On
        March
        6, 2006, the Company received written consents in lieu of a meeting of
        Stockholders from holders of 10,586,264 shares (representing approximately
        51.09% of the 20,719,699 issued and outstanding shares of the Company's common
        stock as of the date hereof), approving and authorizing the withdrawal of
        the
        Company's election to be treated as a Business Development Company (“BDC”) under
        the Investment Company Act of 1940 (the “Investment Company Act”); and the Board
        plans on filing a Withdrawal Notice with the Securities and Exchange Commission
        (the “SEC”) to withdraw the Company's election to be treated as a
        BDC.




22


LIQUIDITY
      AND CAPITAL RESOURCES




In
        August
        2004, we entered into a Standby Equity Distribution Agreement with Cornell
        Capital. Under this agreement, we may issue and sell to Cornell Capital,
        Common
        Stock for a total purchase price of up to $25.0 million. We will be entitled
        to
        commence drawing down on the Standby Equity Distribution Agreement when the
        sale
        of the Common Stock under the Standby Equity Distribution Agreement is
        registered with the SEC and for two years thereafter. The purchase price
        for the
        shares will be equal to 98% of the market price, which is defined as the
        lowest
        closing bid price of the Common Stock during the five trading days following
        the
        notice date. A cash fee equal to ten percent (10%) of the cash proceeds of
        the
        draw down is also payable at the time of funding. To date, we have not received
        any funding under the Standby Equity Distribution Agreement, and no shares
        have
        been issued. The parties have agreed to cancel the Standby Equity Distribution
        Agreement, and all rights and obligations thereunder were
        terminated.
  On
        August
        25, 2004, we issued $1,000,000 in convertible debentures to Cornell Capital.
        These debentures are convertible into shares of our Common Stock at the price
        per share price equal to the volume weighted average price of the Common
        Stock
        as listed on Pink Sheets or OTC Bulletin Board (or Nasdaq SmallCap Market
        or
        American Stock Exchange), as quoted by Bloomberg L.P. during the three (3)
        trading days immediately preceding the conversion date. These convertible
        debentures bear interest at 5% and are convertible at the holder's option.
        These
        convertible debentures have a term of three years and may be redeemed, at
        our
        option at a 20% premium. In
  February
        2005, the parties entered into an Investment Agreement pursuant to which
        the
        parties agreed to terminate the convertible debentures, and Cornell Capital
        agreed to purchase 14,981,510 shares of Series A Preferred Stock.
  On
        September 20, 2004, we filed a Form 1E Notification under Regulation E of
        the
        Securities Act of 1933 to raise up to $5,000,000 in a Regulation E offering.
        The
        Shares were offered by the officers and directors of the Company on a best
        efforts basis with no minimum. The offering price may change during this
        offering, at the discretion of the Board of Directors based on terms that
        can be
        negotiated, but not will not be less than $0.001 per share nor more than
        $2.00
        per share. The Company has not engaged any broker/dealers licensed by the
        National Association of Securities Dealers, Inc. for the sale of these shares
        and has no intention to do so. To date the Company has raised almost $700,000
        in
        this offering.
  On
        October 5, 2004 the Company entered an agreement with Alpha Capital
        Aktiengesellschaft to issue a total of 4,000,000 shares of common to be held
        in
        escrow as part of a purchase option agreement. The purchaser has the right
        to
        purchase shares a price of 70% of the lowest 5 day closing price for the
        20 days
        prior to the closing date. This option has expired and the balance of the
        shares
        which were held in escrow were returned to the Company.
  In
        March
        2005, the Company sold an additional 4,750,000 shares of preferred stock
        valued
        at $475,000 to Montgomery Equity Partners, LTD, for proceeds of $200,000,
        assignment of a note receivable in Colmena Corp. of $200,000, accrued interest
        of $4,339 and fees of $70,661.
  During
        the year ended March 31, 2006, Montgomery Equity Partners, LTD redeemed 750,000
        shares of its Preferred Stock for proceeds of $75,000. The Company also paid
        an
        additional $25,000 in accrued penalties it owed on the Preferred
        Stock.
  On
        March
        6, 2006, the Company received written consents in lieu of a meeting of
        Stockholders from holders of 10,586,264 shares (representing approximately
        51.09% of the 20,719,699 issued and outstanding shares of the Company's common
        stock as of the date hereof), approving and authorizing the withdrawal of
        the
        Company's election to be treated as a Business Development Company (“BDC”) under
        the Investment Company Act of 1940 (the “Investment Company Act”); and the Board
        plans on filing a Withdrawal Notice with the Securities and Exchange Commission
        (the “SEC”) to withdraw the Company's election to be treated as a
        BDC.
  In
        April
        2006, Montgomery Equity Partners, LP redeemed an additional 4,040,000 shares
        of
        Series A Preferred Stock for proceeds of $404,000.
  23


In
        August
        2006, Montgomery Equity Partners, LP redeemed an additional 2,020,000 shares
        of
        Series A Preferred Stock for proceeds of $202,000.
  Except
        for these financing agreements, other than through its operations, the Company
        has no other significant sources of working capital or cash commitments.
        However, no assurance can be given that we will raise sufficient funds from
        such
        financing arrangements, or that we will ever produce sufficient revenues
        to
        expand our operations to a desirable level, or that a market for our common
        stock will be further developed for which a significant amount of our financing
        is dependant.
  Management
        believes that the financing arrangements in place are sufficient to satisfy
        Advantage Capital's cash requirements for the next twelve months. If Advantage
        Capital is unable to recognize sufficient proceeds from these arrangements,
        Management believes that Advantage Capital can limit its operations, defer
        payments to Management and maintain its business at nominal levels until
        it can
        identify alternative sources of capital.
 
 Forward-Looking
        Statements
  This
        Form
        10-Q includes “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 or incorporated by reference in this Form 10-Q
        which
        address activities, events or developments which the Company expects or
        anticipates will or may occur in the future, including such things as future
        capital expenditures (including the amount and nature thereof), finding suitable
        merger or acquisition candidates, expansion and growth of the Company's business
        and operations, and other such matters are forward-looking statements. These
        statements are based on certain assumptions and analyses made by the Company
        in
        light of its experience and its perception of historical trends, current
        conditions and expected future developments as well as other factors it believes
        are appropriate in the circumstances. However, whether actual results or
        developments will conform with the Company's expectations and predictions
        is
        subject to a number of risks and uncertainties, general economic market and
        business conditions; the business opportunities (or lack thereof) that may
        be
        presented to and pursued by the Company; changes in laws or regulation; and
        other factors, most of which are beyond the control of the Company.
  Consequently,
        all of the forward-looking statements made in this Form 10-Q are qualified
        by
        these cautionary statements and there can be no assurance that the actual
        results or developments anticipated by the Company will be realized or, even
        if
        substantially realized, that they will have the expected consequence to or
        effects on the Company or its business or operations.
  The
        Company assumes no obligations to update any such forward-looking
        statements.








24








**Item
      3. Quantitative and Qualitative Disclosures About Market
      Risk**




Market
        risk represents the risk of loss that may impact our financial position,
        results
        of operations or cash flows due to adverse changes in market prices and rates.
        We are exposed to market risk because, as a business development company,
        we are
        required to invest at least 70% of our total assets in private or thinly
        traded
        public U.S.-based companies. Therefore, our portfolio primarily consists
        of
        loans to and securities issued by small- and medium-sized privately owned
        businesses. Compared to larger publicly owned firms, these companies may
        be more
        vulnerable to economic downturns due to changes in the market. We do not
        anticipate that near-term changes in market rates will have a material impact
        on
        our future earnings, fair values or cash flows. However, there can be no
        assurance that a sudden and significant decline in the value of our portfolio
        companies would not have a material adverse effect on our financial conditions
        and results of operations.
  Our
        secured convertible debenture with Cornell Capital bears interest at a fixed
        Rate of 5.00%; therefore, our results of operations would not be affected
        by
        interest rate changes.




**Item
      4. Controls and Procedures**





*(a)*   *Evaluation
      of disclosure controls and procedures.*




Our
        Chief
        Executive Officer and Chief Financial Officer (collectively the “Certifying
        Officers”) maintain a system of disclosure controls and procedures that is
        designed to provide reasonable assurance that information, which is required
        to
        be disclosed, is accumulated and communicated to management timely. Under
        the
        supervision and with the participation of management, the Certifying Officers
        evaluated the effectiveness of the design and operation of our disclosure
        controls and procedures (as defined in Rule [13a-14(c)/15d-14(c)] under the
        Exchange Act) within 90 days prior to the filing date of this report. Based
        upon
        that evaluation, the Certifying Officers concluded that our disclosure controls
        and procedures are effective in timely alerting them to material information
        relative to our company required to be disclosed in our periodic filings
        with
        the SEC.




*(b)*  *Changes
      in internal controls* .




Our
        Certifying Officer has indicated that there were no significant changes in
        our
        internal controls or other factors that could significantly affect such controls
        subsequent to the date of his evaluation, and there were no such control
        actions
        with regard to significant deficiencies and material
        weaknesses.

























25














**PART
      II - OTHER INFORMATION**





**Item
      1. Legal Proceedings**




On
        October 12, 2004, the Company was served with a Third Party Complaint by
        American Motorists Insurance Company in Victory Village Limited III v. Builders
        Control Services Company, Inc. and American Motorist Insurance Company (“AMIC”),
        District Court, Clark County, Nevada. The Complaint is based on alleged bond
        made by the Company to American Motorist in 1995. The complaint is based
        on an
        agreement signed by the Company that required the Company to indemnify the
        issuer of a bond in which a wholly owned subsidiary of the Company was a
        principle. The bond was issued in connection with a real estate transaction
        that
        began in 1995. The events that led to the default on the bond occurred between
        the years of 1995 and 2004.
  According
        to the complaint, the Company, while known as C.E.C. Industries Corp. and
        controlled by a prior management, agreed to indemnify the issuer of the bond
        for
        all claims arising against the bond. On June 29, 2006 a judgment in the amount
        of $7,796,147 was levied against the Company. For the year ended March 31,
        2006
        the Company recorded an accrued judgment of $7,796,147.
 In
          a
          letter from the Securities and Exchange Commission (“SEC” or “Commission”) dated
          June 17, 2005, management learned that due to certain actions taken by
          previous
          management some seven years ago and the subsequent settlement with the
          Commission relating to those activities, we might not be eligible to rely
          on the
          exemption offered in Regulation E for the offering that we initiated in
          October
          2004. Section 230.602(b)(4) of Regulation E prohibits any issuer from relying
          on
          Regulation E as an exemption for its securities if the issuer is subject
          to an
          injunction or restraining order within five years prior to the filing of
          notification with the Commission that the Company intends to elect to be
          regulated as a business development company. An injunction was implemented
          against the Company by the United States District Court of Columbia based
          on
          actions that occurred by previous management in 1996 and 1997 as set forth
          in
          SEC Litigation Release No. 17139 (the “Release”) dated September 19, 2001. The
          Company subsequently filed our Notification of Election to be regulated
          as a
          business development company on August 20, 2004. Current management was
          not
          aware of any facts that would have precluded reliance on the exemption
          from
          registration promulgated under Regulation E with respect to our offering
          commenced October 1, 2004. Specifically, management of the Company was
          not aware
          of the injunction against the Company dated September 19, 2001. Accordingly,
          the
          Company, in good faith, relied upon such exemption. After being made aware
          of
          such facts that would preclude the Company from reliance upon such exemption
          in
          the SEC letter dated June 17, 2005, we immediately ceased the offering.
          The
          Company has offered a right of rescission to all investors who purchased
          securities in the Regulation E offering in consideration for, generally,
          their
          investment price plus interest. As of December 31, 2006, three investors
          with a
          total of 550,082 shares of common stock with a value of $82,512 have requested
          there investment returned.
  In
        August, 2006, the Company was served with a Complaint by Mark B. Aronson
        v.
        Advantage Capital Development, Corp., In the Court of Common Pleas of Allegheny
        County, Pennsylvania, Civil Division, Arbitration Docket. The Complaint is
        based
        on an allegation of unlawful solicitation by spam mail. The Company denies
        all
        such claims and has retained counsel to respond to such complaint.




**Item
      2. Changes in Securities**




None





26








**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**




Exhibits




10.1
              Business
                  Development Agreement with Global IT Holdings, Inc.*10.2
              Convertible
                  Debenture with Global IT Holdings, Inc.*10.3
              Convertible
                  Debenture with Cornell Capital Partners, LP*10.4
              Standby
                  Equity Distribution Agreement with Cornell Capital Partners,
                  LP*10.5
              Engagement
                  Agreement with Knightsbridge Holdings, LLC*10.6
              Purchase
                  Option Agreement with Alpha Capital Aktiengesellschaft*10.7
              Promissory
                  Note and Security Agreement with College Partners, LLC*10.8
              November
                  1, 2003 Convertible Notes for $218,700 with Advantage Fund
                  I,LLC*10.9
              BDC
                  Compliance Manual**




*
              Filed
                  as an exhibit to Amendment No. 2 to the September 30, 2004 Form
                  10-Q with
                  the SEC on April 27, 2004.


**
            Filed
                as an exhibit to the Amendment No. 1 to the September 30, 2005 Form
                10-Q
                filed with the SEC on December 28,
                2005.




Reports
      of Form 8-K




On
          October 23, 2006, we filed a report on Form 8K announcing a change in director.
          (SEC File No. 814-00673)








27












**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:
                  March  12, 2007Jeffrey
                  Sternberg,
                Chief
                  Executive Officer Chief Financial Officer
                Principal
                  Accounting Officer
   28