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 June 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)  2999 N.E. 191st Street, Penthouse 2,Aventura, Florida
        33180(Address of principal executive offices)
        (Zip Code)  (305) 692-1832 (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. YesxNoo  Check whether the registrant has filed all documents and reports required to be filed by Sections 12, 13, or 15(d) of the Exchange Act subsequent to the distribution of securities under a plan confirmed by a court. YesxNoo  State the number of shares outstanding of each of the issuers classes of
common equity, as of August 16, 2005: 19,225,148 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.
        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 three months ended June 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 AssetsJune 30,
        
        March 31,2005
        
        2005(Unaudited)
        
        (Audited)ASSETS:Loans and investments in portfolio securitiesat market or fair value:Affiliate companies (cost of  $1,654,897 and $1,627,477, respectively)
        $
        1,654,867
        $
        1,627,477Cash
        
        160,484
        
        307,391Interest receivable
        
        57,471
        
        27,618Deferred financing costs
        
        370,000
        
        370,000Total Assets
        
        2,242,822
        
        2,332,486LIABILITIES:Accounts payable
        
        51,830
        
        36,978Accrued expenses
        
        204,270
        
        152,668Total Liabilities
        
        256,100
        
        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 18,975,148 shares and 15,437,648issued and outstanding, respectively
        
        18,975
        
        15,438Additional paid-in capital
        
        13,044,949
        
        12,240,236Accumulated deficit
        
        (12,500,354)
        
        (11,610,985)Net Assets
        $
        1,986,721
        $
        2,142,840Net assets  per share
        $
        0.10
        $
        0.14  See notes to unaudited financial statements         ADVANTAGE CAPITAL DEVELOPMENT CORPSTATEMENTS OF OPERATIONS(Unaudited)For the three months endedJune 30,2005
        
        
        2004REVENUES:Interest income
        $
        53,238
        
        $
        -Total Revenue
        
        53,238
        
        
        -COST AND EXPENSES:General and administrative
        
        23,227
        
        
        -Consulting
        
        759,650
        
        
        -Salaries
        
        25,000
        
        
        -Legal and professional
        
        50,820
        
        
        -Management fees
        
        22,500
        
        
        -Interest expense
        
        18,185
        
        
        -Penalties
        
        60,000
        
        
        -Total operating expenses
        
        959,382
        
        
        -(906,144)
        
        
        -Net realized appreciation on Investment transactions
        16,775
        
        
        -Net (decrease) in net assetsresulting from operations and beforecumulative effect of change in accountingprinciples
        
        (889,369)
        
        
        -Cumulative effect of change in accountingprinciples
        
        -
        
        
        285,552Net (decrease) in net assetsresulting from operations aftercumulative effect of change in accountingprinciples
        $
        (889,369)
        
        $
        (285,552)WEIGHTED AVERAGE NUMBER OF COMMONSHARES OUTSTANDING - basic and diluted
        13,065,792
        
        
        5,872,471NET LOSS PER SHARE - basic and diluted beforecumulative effect of change in accountingprinciples
        $
        (0.07)
        
        $
        -Cumulative effect of change in accountingprinciples
        $
        -
        
        $
        (0.05)NET LOSS PER SHARE - basic and diluted aftercumulative effect of change in accountingprinciples
        $
        (0.07)
        
        $
        (0.05)  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
        AffiliationDebtGlobal 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
        24%
        400,000
        400,000
        None98%
        1,595,000
        1,595,000EquityGlobal IT Holdings
        IT Staffing
        --
        --
        --Americana 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 June 30, 2005 (Unaudited)Percentage of
        
        FairCompany
        Description of Business
        Investments
        Cost
        Market value
        AffiliationDebtGlobal IT Holdings
        IT Staffing
        40%
        665,000
        665,000
        NoneCollege Partners
        Education
        3%
        50,000
        50,000
        NoneCinema Ride, Inc.
        Entertainment
        32%
        530,000
        530,000
        NoneAmericana Publishing
        Books
        1%
        9,867
        9,867
        NoneColmena Corp
        Software
        24%
        400,000
        400,000
        None100%
        1,654,867
        1,654,867EquityGlobal IT Holdings
        IT Staffing
        --
        --
        --
        None0%
        --
        --100%
        1,654,867
        1,654,867 See notes to unaudited financial statements         ADVANTAGE CAPITAL DEVELOPMENT CORP.STATEMENT OF CHANGES IN NET ASSETS(Unaudited)For the Three Months EndedJune 30,2005
        
        
        2004Decrease in net assets from operationsInvestment loss  - net
        
        
        $
        (906,144)
        
        $
        -Cumulative effect of change in accounting principles
        
        -
        
        
        (285,552)Net change in realized appreciationon investments
        
        
        
        16,775Net decrease in net assets resultingfrom operations
        
        
        (889,369)
        
        
        (285,552)-Capital Share Transactions
        
        
        733,250
        
        
        1,609,645Total Increase (Decrease)
        
        
        
        (156,119)
        
        
        1,324,093Beginning of the Period
        
        
        
        2,142,840
        
        
        (867,732)End of the Period
        
        
        $
        1,986,721
        
        $
        456,361  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 three-month period ended June 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 months ended June 30, 2005
the  Company  issued   3,225,000   shares  of  common  stock  and  recorded
compensation  expense of $758,250 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 June 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.   4. Financial Highlights  For the Three Months Ending June 30,  2005Per Share Operating Performance:Net asset value beginning of period
        $.14Loss from investment operationsNet investment loss
        (0.07)Total from investment operations
        0.07Sale of Stock
        0.03Net asset value, June 30, 2005
        $ 0.10Total Return
        (39%)Ratios as a Percent of Average Net Assets:Expenses
        43%Net investment loss
        40%           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 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 $155,000 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% $500,000 note with Global IT Holdings, Inc. until August 31,2005. In April, 2005 the Company advanced Global an additional $50,000 with similar terms as above with an
interest rate of 10%, For the three months ended June 30, 2005 the Company recognized  interest income of $10,465 associated with these debentures.  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 months ended June 30, 2005 the Company recognized $1,247 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 months ended June 30, 2005 the Company recognized income from penalties of $24,000 and interest income of $15,399 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 months  ended June
30, 2005 the Company recognized interest income of $6,607 associated with these convertible debentures.  For the three months ended June 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 three months ended June 30, 2005. For the three months ended June 30, 2005 the Company recognized gains of $16,775 associated with sale of sale of these securities.  6. INTEREST RECEIVABLE  Interest receivable of $57,471 consist of amounts owed to the Company from its investments in various debt instruments.  7. 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.  8. 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 for the three months ended June 30, 2005. As of June 30, 2005, the Company owed a total of  $155,000.  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 months ended June 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
        
        
        14,981,510
        
        -
        $
        1,498,151
        $
        -Shares redeemed
        
        
        (750,000)
        
        
        
        (75,000)
        
        -Balance June 30, 2005
        
        
        14,231,510
        
        -
        $
        1,423,151
        $
        -          9. COMMON STOCK  During the three months ended June 30,  2005,  the Company  issued a total
of  3,225,000  shares of common  stock  valued at $758,250  for  consulting
fees.  During the three months ended June 30, 2005 the Company sold a total of 312,500 shares of common stock for proceeds of $50,000.  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 is offering a
right of rescission to all investors who purchased securities in the Regulation
E offering in consideration for, generally, their investment price plus
interest.          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-KSB 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  months  period  ended
June  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
10KSB 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, 2004, 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 $53,238 for the three months ended June 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  $23,227  for the three  months
ended June 30,  2005.  Consulting  was  $759,650 for the three months ended
June 30,  2005,  of which  $758,250  was paid by the  issuance of 3,225,000
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 $50,820 for the
three  months  ended  June  30,  2005;  this was a  result  of the  Company
becoming a Business Development  corporation.  Management fees were $22,500
for the  three  months  ended  June  30,  2005.  The  Company  utilizes  an
unrelated third party for business development services.  Interest  expense for three months  ended June 30, 2005 was  $18,185.  This
is  direct  result  of  the  Company's  financing  through  $1,448,151,  5%
preferred stock.  Penalties expense was $60,000 for the three months ended June 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 $155,000 as of June 30, 2005.  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 owns fifteen (15%) percent of PayCard and was 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 intend to utilize the funding commitment we received from Cornell Capital as set forth below to pursue 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.  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.  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.  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.  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 issued 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. Any shares still held in escrow on September 21, 2005 will be 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.  Forward-Looking Statements  This Amendment No. 3 to 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 Amendment No. 3 to 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 Amendment No. 3 to 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.  Item 2. Changes in Securities  None  Item 3. Defaults by the company upon its Senior Securities  None  Item 4. Submission of Matter to a Vote of Security Holders  None         Item 5. Other Information  None  Item 6. Exhibits and Reports of Form 8-K  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*  *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 April 12, 2005 disclosing that the Company issued a press release announcing that one of its portfolio companies, Global IT Holdings Inc., has signed a letter of intent to merge with High Road International, Inc.  An 8-K was filed on June 20, 2005 disclosing that the Company issued a press release announcing that one of its portfolio companies, Global IT Holdings Inc., has completed its merger with High Road International, Inc.  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.         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: August 16, 2005Jeffrey Sternberg, President