UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549  AMENDMENT NO. 1 TO 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 September 30, 2005. 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)  2999 N.E. 191st Street, Penthouse 2, Aventura, Florida 33180 (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. YesxNoo  Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). YesoNox  Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YesoNox  State the number of shares outstanding of each of the issuers classes of
common equity, as of December 28, 2005, 20,719,699 shares of common
stock.         ADVANTAGE CAPITAL DEVELOPMENT CORP.


FINANCIAL STATEMENTS





INDEX



PART I-- FINANCIAL INFORMATION




Item 1.
        Financial Statements


Item 2.
        Managements Discussion and Analysis of Financial Condition


Item 3.
        Quantitative and Qualitative Disclosures About Market Risk


Item 4.
        Control and Procedures



PART II-- OTHER INFORMATION




Item 1.
        Legal Proceedings


Item 2.
        Changes in Securities


Item 3.
        Defaults Upon Senior Securities


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


Item 5.
        Other Information


Item 6.
        Exhibits and Reports on Form 8-K



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 six months ended September 30, 2005 are not necessarily indicative of results that may be expected for the year ending March 31, 2006. The financial statements are presented on the accrual basis.













ADVANTAGE CAPITAL DEVELOPMENT CORPStatement of Net AssetsSeptember 30,
        
        March 31,2005
        
        2005(Unaudited)
        
        (Audited)ASSETS:Loans and investments in portfolio securitiesat market or fair value:Affiliate companies (cost of $1,511,818 and $1,627,477, respectively)
        $
        1,868,585
        $
        1,627,477Cash
        
        345,752
        
        307,391Interest receivable
        
        129,129
        
        27,618Deferred financing costs
        
        370,000
        
        370,000Total Assets
        
        2,713,466
        
        2,332,486LIABILITIES:Accounts payable
        
        33,568
        
        36,978Accrued expenses
        
        270,377
        
        152,668Total Liabilities
        
        303,945
        
        189,646NET ASSETSPreferred stock, $.001 par value; 100,000,000 authorized,14,231,510 and 14,981,5100 issued and outstanding, respectively
        
        1,423,151
        
        1,498,151Common stock, $.001 par value; 5,000,000,000shares authorized 20,450,148 shares and 15,437,648issued and outstanding, respectively
        
        20,450
        
        15,438Additional paid-in capital
        
        13,259,724
        
        12,240,236Unrealized gain on marketable securities
        
        356,767
        
        -Accumulated deficit
        
        (12,650,571)
        
        (11,610,985)Net Assets
        $
        2,409,521
        $
        2,142,840Net assets per share
        $
        0.12
        $
        0.14







See notes to unaudited financial statements









ADVANTAGE CAPITAL DEVELOPMENT CORPSTATEMENTS OF OPERATIONS(Unaudited)For the three months ended
        
        For the six months endedSeptember 30,
        
        September 30,2005
        
        2004
        
        2005
        
        
        2004REVENUES:Capital raising fees
        $
        10,635
        $
        50,000
        $
        10,635
        
        $
        50,000Factoring fees
        
        6,089
        
        
        
        6,089Interest income
        
        89,801
        
        3,313
        
        143,039
        
        
        3,313Total Revenue
        
        106,525
        
        53,313
        
        159,763
        
        
        53,313COST AND EXPENSES:General and administrative
        
        27,674
        
        19,428
        
        50,901
        
        
        19,428Consulting
        
        42,350
        
        -
        
        802,000
        
        
        -Salaries
        
        38,758
        
        -
        
        63,758
        
        
        -Legal and professional
        
        48,009
        
        18,554
        
        98,829
        
        
        18,554Management fees
        
        22,500
        
        31,294
        
        45,000
        
        
        31,294Interest expense
        
        13,137
        
        16,056
        
        35,637
        
        
        16,056Beneficial conversion
        
        -
        
        157,333
        
        -
        
        
        157,333Penalties
        
        60,000
        
        -
        
        120,000
        
        
        -Total operating expenses
        
        256,743
        
        242,665
        
        1,216,125
        
        
        242,665(150,218)
        
        (189,352)
        
        (1,056,362)
        
        
        (189,352)Net realized appreciation on Investment transactions
        -
        
        -
        
        16,775
        
        
        -Net (decrease) in net assetsresulting from operations and beforecumulative effect of change in accountingprinciples
        
        (150,218)
        
        (189,352)
        
        (1,039,587)
        
        
        (189,352)Cumulative effect of change in accountingprinciples
        
        -
        
        -
        
        -
        
        
        (242,465)Net (decrease) in net assetsresulting from operations aftercumulative effect of change in accountingprinciples
        $
        (150,218)
        $
        (189,352)
        $
        (1,039,587)
        
        $
        (431,817)WEIGHTED AVERAGE NUMBER OF COMMONSHARES OUTSTANDING - basic and diluted
        13,065,792
        
        6,976,724
        
        13,065,792
        
        
        6,255,548NET LOSS PER SHARE - basic and diluted beforecumulative effect of change in accountingprinciples
        $
        (0.01)
        $
        (0.03)
        $
        (0.01)
        
        $
        (0.03)Cumulative effect of change in accountingprinciples
        $
        -
        $
        -
        $
        -
        
        $
        (0.04)NET LOSS PER SHARE - basic and diluted aftercumulative effect of change in accountingprinciples
        $
        (0.01)
        $
        (0.03)
        $
        (0.01)
        
        $
        (0.07)

See notes to unaudited financial statements





ADVANTAGE CAPITAL DEVELOPMENT CORPSchedule of InvestmentsBalance March 31, 2005 (Audited)Percentage of
        
        FairCompany
        Description of Business
        Investments
        Cost
        Market value
        AffiliationInvestments equal 76% of net assetsDebtGlobal IT Holdings
        IT Staffing
        38%
        615,000
        615,000
        NoneCollege Partners
        Education
        3%
        50,000
        50,000
        NoneCinema Ride, Inc.
        Entertainment
        33%
        530,000
        530,000
        NoneColmena Corp
        Software
        25%
        400,000
        400,000
        None98%
        1,595,000
        1,595,000EquityGlobal IT Holdings
        IT StaffingAmericana Publishing
        Books
        1%
        14,867
        19,867
        NoneGlobal Triad, Inc.
        Communication
        1%
        9,152
        12,610
        None2%
        24,019
        32,477100%
        1,619,019
        1,627,477Balance September 30, 2005 (Unaudited)Percentage of
        
        FairCompany
        Description of Business
        Investments
        Cost
        Market value
        AffiliationInvestments equal 74% of net assetsDebtGlobal IT Holdings
        IT Staffing
        22%
        415,000
        415,000
        NoneCollege Partners
        Education
        3%
        50,000
        50,000
        NoneCinema Ride, Inc.
        Entertainment
        28%
        530,000
        530,000
        NoneAmericana Publishing
        Books
        1%
        9,867
        9,867
        NoneCargo Connection
        Transportation
        3%
        43,500
        43,500
        NoneColmena Corp
        Software
        21%
        400,000
        400,000
        None78%
        1,448,367
        1,448,367EquityCargo Connection
        Transportation
        0%
        6,500
        5,517
        NoneGlobal IT Holdings
        IT Staffing
        19%
        -
        357,750
        None19%
        6,500
        363,267FactoringCES International, Inc
        
        3%
        56,951
        56,951
        None100%
        1,511,818
        1,868,585

See notes to unaudited financial statements





ADVANTAGE CAPITAL DEVELOPMENT CORP.STATEMENT OF CHANGES IN NET ASSETS(Unaudited)For the Six Months EndedSeptember 30,2005
        
        2004Decrease in net assets from operationsInvestment loss - net
        
        
        $
        (1,056,362)
        $
        (189,352)Beneficial conversion feature
        
        
        -
        
        153,333Net change in realized appreciationon investments
        
        
        
        16,775
        
        -Net decrease in net assets resultingfrom operations
        
        
        (1,039,587)
        
        (36,019)-Unrealized Gain on investments
        
        
        
        
        356,767Capital Share Transactions
        
        
        949,500
        
        612,772Total Increase
        
        
        266,680
        
        576,753Beginning of the year
        
        
        
        2,142,840
        
        -End of Year
        
        
        $
        2,409,521
        $
        576,753



See notes to unaudited financial statements





ADVANTAGE CAPITAL DEVELOPMENT CORP.

NOTES TO UNAUDITED FINANCIAL STATEMENTS



1. BASIS OF PRESENTATION



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 six-month period ended September 30, 2005 are not necessarily indicative of the results to be expected for the year ended March 31, 2006. 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, 2005.



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.



Cumulative Effect of Change in Accounting Principle



On August 12, 2004, Advantages Board of Directors voted to be regulated pursuant to Section 54 of the Investment Act. As such, all expenses incurred prior to August 12, 2004 have been reclassified to Cumulative Effect of Change in Accounting Principle in the accompanying Statement of Operations.



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 an ordinary 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 2004, which election would be effective as of January 1, 2004. 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. All potentially dilutive securities have been excluded from this computation, as their effect is anti-dilutive.



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 three and six months ended September 30, 2005 the Company issued 250,000 and 3,475,000 shares of common stock and recorded compensation expense of $ 43,750 and $802,000 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 101), 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, 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.

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, 2005.




3.
        Recent Accounting Pronouncements



In December 2004, the FASB issued SFAS No. 123(R), that will require compensation costs related to share-based payment transactions to be recognized in the financial statements. With limited exceptions, the amount of compensation cost will be measured based on the grant-date fair value of the equity or liability instruments issued. In addition, if granted, liability awards will be remeasured each reporting period. Compensation cost will be recognized over the period that an employee provides service in exchange for the reward. SFAS No. 123(R) is effective as to the Company as of the beginning of the Companys 2006 fiscal year. The Company is currently evaluating its position and will make its determination to account for stock-based compensation costs either prospectively or retroactively at the time of adoption. The adoption of SFAS 123(R) is expected to have a material effect on the Companys
results of operations.











In December 2004, the FASB issued SFAS No. 153, an amendment of APB Opinion No. 29 Exchanges of Nonmonetary Assets. SFAS No. 153 amends APB Opinion No. 29 by eliminating the exception under APB No. 29 for nonmonetary exchanges of similar productive assets and replaces it with a general exception for exchanges of nonmonetary assets that do not have commercial substance. A nonmonetary exchange has commercial substance if the future cash flows of the entity are expected to change significantly as a result of the exchange. SFAS No. 153 is effective for periods beginning after June 15, 2005. The adoption of SFAS No. 153 is not expected to have a material effect on the Companys financial position or results of operations.



In November 2004, the FASB issued SFAS No. 151, an amendment to Accounting Research Bulletin No. 43 chapter 4 Inventory Costs. SFAS No. 151 requires that abnormal costs of idle facility expenses, freight, handling costs and wasted material (spoilage) be recognized as current-period charges. SFAS No. 151 is effective for fiscal years beginning after June 15, 2005. Adoption of SFAS No. 151 is not expected to have a material impact on the Companys results of operations or financial position.



In May 2005 the FASB issued SFAS No. 154, Accounting Changes and Error Correction - a replacement of APB Opinion No. 20 and FASB Statement No. 3. This statement applies to all voluntary changes in accounting principles. It also applies to changes required by an accounting pronouncement in the unusual instance that the pronouncement does not include specific transition provisions. This statement requires retrospective application to prior periods financial statements of changes in accounting principles, unless it is impracticable to determine either the period-specific effects or the cumulative effect of the change. This statement is effective for accounting changes and corrections made in fiscal years beginning after December 31, 2005.





4. Financial Highlights




For the six Months Ending September 30, 2005Per Share Operating Performance:Net asset value beginning of period
        $.14.Gain from investment operations
        .01Net investment gain
        .01Total from investment operations
        0.1 5Sale of Stock
        (.03)Net asset value, September 30, 2005
        $ 0.1 2Total Return
        (28%)Ratios as a Percent of Average Net Assets:Expenses
        59%Net investment loss
        50%



















5. 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%) stake in Global common stock, in exchange
for its commitment to provide business development services to Global. The fair
market value of the common stock was $357,750 at September 30, 2005. 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., For the three and six months ended September 30, 2005 the
Company recognized interest income of $6,530 and $19,996 associated with these
debentures. In July, 2005 the Company received a repayment of $250,000 of
principal.



In October 2004 the Company entered into a promissory note and security agreement in the amount of $50,000 with a company. 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, 2005 the Company recognized $1,260 and $2,507 of interest income associated with this promissory note.



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 $8,392 into 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 six months ended September 30, 2005 the Company recognized income from penalties of $24,000 and $48,0000 and interest income of $8,066 and $16,045 associated with these secured debentures.



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. For the three and six months ended September 30,
2005 the Company recognized interest income of $6,680 and $13,286 associated with these convertible debentures.



Cinema Ride defaulted on the Secured Note issued to the Company in the principal amount of $530,000 for failing to have its registration statement declared effective by the specified Filing Date according to the terms of the Note. The Company rescinded such default and entered into a settlement with Cinema Ride to cure the liquidated damages owed to Advantage Capital. The terms of the Agreement consisted of three equal installments of $10,600.00, payable on the 18thday of each month beginning October 18, 2005 and ending December 18, 2005 (Payment Plan). The Company further agreed to extend the date on which Borrower must have its registration statement declared effective by the United States Securities and Exchange Commission to November 30, 2005. If the Borrowers registration statement is declared effective by
November 30, 2005, the Company agreed to forgo the October and November payments due from the Borrower according to the Payment Plan. If the Borrowers registration statement is not declared effective by November 30, 2005, the Default shall be reinstated and all amounts due and owing to the Company shall immediately become payable. As of September 30, 2005 the Company recognized $31,800 in financing revenue as a result of those penalties.



For the six months ended September 30, 2005 the Company purchased an additional $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 six months ended September 30, 2005. For the six months ended September 30, 2005 the Company recognized gains of $16,775 associated with sale of sale of these securities.



In July 2005, the Company entered into a 30 day promissory note and security agreement in the amount of $30,000 with a company. The note bears interest at a rate of 18% per annum. The note was repaid in September 2005. The Company received a total of $39,000 which included legal fees, capital raising fees and interest.



In September 2005, the Company purchased a convertible debenture of Cargo Connection, Inc. from an unrelated third party in the amount of $50,000. The debenture is convertible into common stock upon demand by the Company at a 80% of the average 3 lowest closing bid prices over the five days prior to conversion. During the six months ended September 30, 2005 the Company converted a total of $6,500 into 546,218 shares of common stock. As of September 30, 2005 the Company had not sold any of these securities.



6. Factoring Agreement



The Company extended a six month Factoring Agreement (the Agreement) to CES International, Inc. (CES) in September 2005. Under the Agreement, the Company agreed to provide 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s 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. At September 30, 2005, the Company has advanced $60,000 to CES and the balance due to the Company was $56,950. The factor agreement is secured by a lien on all of CESs tangible assets.









The Company income of $6,080 for the three and nine months ended September 30, 2005 related to this factoring agreement.



7. INTEREST RECEIVABLE



Interest receivable of $129,129 consist of amounts owed to the Company from its investments in various debt instruments.



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.





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. 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 $120,000 for the three and six months ended September 30, 2005. As of September 30, 2005, the Company owed a total of $192,500. 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 six months ended September 30, 2005, 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.











Preferred Stock
        
        Amount2005
        
        2004
        
        2005
        
        2004Balance beginning of year
        
        
        14,981,511
        
        -
        $
        1,498,151
        $
        -Shares redeemed
        
        
        (750,000)
        
        
        
        (75,000)
        
        -Balance September 30, 2005
        
        
        14,231,511
        
        -
        $
        1,423,151
        $
        -

10. COMMON STOCK




Capital Share TransactionsAs of September 30, 2005, 5,000,000,000 shares of $.001 par value capital stock were authorized.Transactions in capital stock were as follows:Common Stock
        
        Amount2005
        
        2004
        
        2005
        
        2004Balance beginning of period
        
        
        15,437,648
        
        5,534,372
        $
        12,255,674
        $
        9,788,625Shares sold
        
        
        1,312,500
        
        3,658,669
        
        200,000
        
        548,799Shares issued for accrued expenses
        
        225,000
        
        
        
        22,500
        
        -Shares issued for services
        
        
        3,475,000
        
        500,000
        
        802,000
        
        13,500Balance September 30, 2005
        
        20,450,148
        
        9,693,041
        $
        13,280,174
        $
        9,802,125


10
        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 Company has retained the law firm of Smith Larsen & Wixom in Nevada and subsequently filed an answer to this complaint.



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. The Company could potentially be held liable for damages under the complaint plus any amounts the bond issuer expends in defending the claims arising against this bond. This case will be tried by jury, beginning approximately in March, 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, 2005 three investors with a total of 550,082 shares of common stock with a value of $82,512 have requested there investment returned.



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 six months period ended September 30, 2005 are not necessarily indicative of the results to be expected for the year ended March 31, 2006. 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, 2005.



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.



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 September 30, 2005, 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).

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



On August 12, 2004, Advantages Board of Directors voted to be regulated pursuant to Section 54 of the Investment Act. As such all expenses incurred prior to August 12, 2004 have been reclassified to Cumulative Effect of Change in Accounting Principle in the accompanying Statement of Operation.



Interest income was $89,801 and $143,039 for the three and six months ended September 30, 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 $27,674 and $50,901 for the three and six months ended September 30, 2005. Consulting was $42,350 and $802,000 for the three and six months ended September 30, 2005, of which $802,000 was paid by the issuance of 3,475,000 shares of common stock. This was mainly attributable to the change in management of the Company and an election to become a business development corporation. Legal and professional fees were $48,009 and $98,829 for the three and six months ended September 30, 2005; this was a result of the Company becoming a Business Development corporation. Management fees were $22,500 and $45,000 for the three and six months ended September 30, 2005. The Company utilizes an unrelated third party for business development services.



Interest expense for three and six months ended September 30, 2005 was $13,137 and $35,637. This is direct result of the Companys financing through $1,448,151, 5% preferred stock.



Penalties expense was $60,000 and $120,000 for the three and six months ended September 30, 2005. The Company 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 accrued penalties of $192,500 as of September 30, 2005.



CHANGES TO THE BOARD OF DIRECTORS



On September 9, 2005, Alex Roytman and Jami Agins were appointed as members of the Companys Board of Directors. On September 30, 2005, David Goldberg and Craig Press resigned as member of the Companys Board of Directors.



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 is focusing its investments in developing companies, but does not intend to limit its focus its investments in any particular industry. Advantage intends to seek investments in companies that offer attractive investment opportunities.



We now focus on 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. We also intend to provide the Company with the flexibility to pursue special situations that provide good opportunities for our stockholders.



We have elected to pursue what we believe to be an opportunity within the market for meeting the short and medium term financing needs of small private and public companies. We believe we will be well positioned to meet those needs by utilizing a variety of financing structures while trying to achieve returns in excess of risk adjusted market returns.



For the six months ended September 30, 2005, the Company purchased an additional $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 six months ended September 30, 2005. For the six months ended September 30, 2005 the Company recognized gains of $16,775 associated with sale of sale of these securities.



In July 2005, the Company entered into a 30 day promissory note and security agreement in the amount of $30,000 with a company. The note bears interest at a rate of 18% per annum. The note was repaid in September 2005. The Company received a total of $39,000 which included legal fees, capital raising fees and interest.



In September 2005, the Company purchased a convertible debenture of Cargo Connection, Inc. from an unrelated third party in the amount of $50,000. The debenture is convertible into common stock upon demand by the Company at a 80% of the average 3 lowest closing bid prices over the five days prior to conversion. During the six months ended September 30, 2005 the Company converted a total of $6,500 into 546,218 shares of common stock. As of September 30, 2005 the Company had not sold any of these securities.







The Company extended a six month Factoring Agreement (the Agreement)
to CES International, Inc. (CES) in September 2005. Under the
Agreement, the Company agreed to provide 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s 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. At September 30, 2005, the Company has advanced
$60,000 to CES and the balance due to the Company was $56,950. The factor
agreement is secured by a lien on all of CESs tangible assets.



We terminated our Engagement  Agreement with  Knightsbridge  Holdings,  LLC and our consulting  services  agreement dated September 20,
2004 with Triple Crown Consulting Inc.



Pursuant  to the  requirements  of the 1940  Investment  Act, we have  obtained a fidelity  bond and our board of  directors  adopted a
compliance manual.



In order to implement our business plan in the next twelve months, we will need approximately $4,000,000 in available funds. We believe that the cash available and our funding commitment from Cornell Capital should be sufficient to fund our cash needs for at least the next 12 months.



The Company income of $6,080 for the three and nine months ended September 30, 2005 related to this factoring agreement.

In order to implement our business plan in the next twelve months, we will need approximately $4,000,000 in available funds. Management believes that the financing arrangements in place are sufficient to satisfy Advantage Capitals cash requirements for the next twelve months.



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.







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.



SUBSEQUENT EVENTS



One of our portfolio companies, Cinema Ride defaulted on the Secured Note issued to the Company in the principal amount of $530,000 for failing to have its registration statement declared effective by the specified Filing Date according to the terms of the Note. The Company rescinded such default and entered into a settlement with Cinema Ride to cure the liquidated damages owed to Advantage Capital. The terms of the Agreement consisted of three equal installments of $10,600.00, payable on the 18th day of each month beginning October 18, 2005 and ending December 18, 2005 (Payment Plan). The Company further agreed to extend the date on which Borrower must have its registration statement declared effective by the United States Securities and Exchange Commission to November 30, 2005. If the Borrowers registration statement is declared effective by November 30, 2005, the Company agreed to forgo
the October and November payments due from the Borrower according to the Payment Plan. If the Borrowers registration statement is not declared effective by November 30, 2005, the Default shall be reinstated and all amounts due and owing to the Company shall immediately become payable.

On October 3, 2005, the Company appointed Raphael Rosingana, Esq. as the Chief Securities Compliance.



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.







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.















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 Company has retained the law firm of Smith Larsen & Wixom in Nevada and subsequently filed an answer to this complaint.



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. The Company could potentially be held liable for damages under the complaint plus any amounts the bond issuer expends in defending the claims arising against this bond. This case will be tried by jury, beginning approximately in March, 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 November three investors with a total of 550,082 shares of common stock with a value of $82,512 have requested there investment returned.



Item 2. Changes in Securities



In August 2005, the Company issued a total of 225,000 shares of common stock as payment for $22,500 of accrued penalties to Cornell Capital Partners, LP.



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 November, three investors with a total of 550,082 shares of common stock with a value of $82,512 have requested there investment returned.



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 CapitalPartners, 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.



Reports of Form 8-K



An 8-K was filed on July 20, 2005 disclosing that the Company issued a press release announcing that one of its portfolio companies, NetWorth Technologies, Inc., entered into an Agreement and Plan of Merger with Solution Technology International, Inc. (STI) and STI Acquisition Corp.



An 8-K was filed on July 22, 2005 disclosing that the Company issued a press release announcing that one of its portfolio companies, Global IT Holdings Inc., is aggressively pursuing an acquisition strategy.



An 8-K was filed on August 19, 2005 disclosing that the Company issued a press release announcing that one of its portfolio companies, Global IT Holdings Inc. has reduced its debt to the Company with a recent payment of $250,000 against its senior secured debenture.



An 8-K was filed on September 9, 2005 disclosing that Alex Roytman and Jami Agins were appointed to the Companys Board of Directors.



An 8-K was filed on October 3, 2005 disclosing that Raphael Rosingana, Esq. was named as the Companys Chief Securities Compliance Officer, and that David Goldberg and Craig Press had resigned as directors of the Company.















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: December 27, 2005Jeffrey Sternberg,Chief Executive Officer Chief Financial OfficerPrincipal Accounting Officer