SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549



                                     10-Q/A3



          Quarterly Report Under Section 13 or 15(d) of the Securities
                              Exchange Act of 1934.

                     For the quarter ended December 31, 2004
                         Commission file number 0-16734

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

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

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

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

                           (former name of registrant)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
                                      Yes |X|  No |_|


As of February 8, 2005 there were 13,591,762 shares of common stock outstanding.



<PAGE>

                                     INDEX


                                     INDEX

PART I - FINANCIAL INFORMATION                                          Page No.

     Item 1.  Financial Statements


              Balance Sheet December 31, 2004 (unaudited)                     3

              Statement of Operations for the three and nine
              months ended December 31, 2004 and 2003 (unaudited)             4

              Statement of Change in Net Assets                               5

              Statement of Cash Flows for the nine months ended
              December 31, 2004 and 2003  (unaudited)                         6

              Statement of Investments                                        7

              Notes to Financial Statements (unaudited)                    8-14

     Item 2.  Management's Discussion and Analysis of
              Financial Condition and Results of Operation                15-21

     Item 3.  Quantitative and Qualitative Disclosures About
              Market Risk                                                    21

     Item 4.   Controls and Procedures                                       21

PART II - OTHER INFORMATION

     Item 1.   Legal Proceedings                                             22

     Item 2.   Changes in Securities                                         22

     Item 3.   Defaults by the Company upon its
               Senior Securities                                             22

     Item 4.   Submission of Matter to a Vote of
               Security Holders                                              22

     Item 5.   Other Information                                             22

     Item 6.   Exhibits and Reports of Form 8-K                              22

     SIGNATURES                                                              23




                                       2



<PAGE>




                         PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

<TABLE>

                       ADVANTAGE CAPITAL DEVELOPMENT CORP
                                  Balance Sheet

                                     ASSETS
<CAPTION>

                                                                December 31, 2004     March 31, 2004
                                                                   (Unaudited)           (Audited)
                                                                   ------------        ------------
CURRENT ASSETS:
<S>                                                                <C>                <C>
 Loans and investments in portfolio securities,
 at market or fair value:
       Affiliated companies (cost of $1,068,259)                   $ 1,068,259        $        --
 Cash                                                                  529,952                 --
 Interest receivable                                                    12,552                455
 Prepaid expenses                                                       79,427                 --
 Deferred financing costs, Net                                          88,493                 --
                                                                   ------------        ------------
                                                                   $ 1,778,683        $       455
                                                                   ============        ============
              LIABILITIES AND NET ASSETS

 CURRENT LIABILITIES:
  Accounts payable                                                 $    21,676        $    39,926
  Judgement payable                                                         --            207,306
  Accrued expenses                                                      32,571                 --
  Convertible notes payable                                          1,000,000            231,200
                                                                   ------------       ------------
Total Liabilities                                                    1,054,247            478,432

 NET ASSETS:
     Preferred stock, $.001  par value; 100,000,000 authorized,
         0 issued and outstanding                                           --                 --
     Common stock, $.001 par value, 5,000,000,000 shares
         authorized 13,341,762 shares at December 31, 2004 and
         5,872,470 shares at March 31, 2004
         issued and outstanding                                         13,342          2,097,405
      Additional paid-in capital                                    12,018,773          7,691,220
      Accumulated deficit                                          (11,307,679)       (10,266,602)
                                                                   ------------        ------------
         Total net assets                                              724,436           (477,977)
                                                                   ------------        -------------
 Total liabilities and net assets                                  $ 1,778,683        $       455
                                                                   ============        ============
Net assets per share                                               $       .13        $        --
                                                                   ============        ============

</TABLE>


                   See notes to unaudited financial statements


                                        3


<PAGE>
<TABLE>

                       ADVANTAGE CAPITAL DEVELOPMENT CORP
                            STATEMENTS OF OPERATIONS
         FOR THE THREE AND NINE MONTHS ENDED DECEMBER 31, 2004 AND 2003
                                   (Unaudited)

<CAPTION>

                                                         For the Three Months             For the Nine Months
                                                           Ended December 31,               Ended December 31,
                                                         2004            2003            2004             2003
                                                      ------------    ------------    ------------    ------------
COSTS AND EXPENSES:
<S>                                                   <C>             <C>              <C>            <C>

  General and administrative                          $     39,273    $         --     $    52,500    $         --
  Consulting                                                38,435              --          49,935              --
  Amortization                                              73,132              --          82,578              --
  Warrants expense                                          20,020              --          20,020              --
  Advertising                                               30,305              --          35,570              --
  Legal and professional                                    17,760              --          36,314              --
  Management fees                                           26,250              --          57,544              --
  Interest expense                                          15,547              --          31,603              --
  Beneficial conversion feature on convertible notes            --              --         157,333              --
  Settlements                                               40,694              --          40,694              --
                                                        ------------    ------------    ------------    ------------
Total operating expenses                                   301,416              --         806,556              --
                                                        ------------    ------------    ------------    ------------
Investment Loss, Net                                      (301,416)             --        (806,556)             --

REVENUES:
   Capital raising fees                                     50,000              --         100,000              --
   Interest income                                          15,222              --          18,536              --
                                                      ------------    ------------    ------------    ------------
                                                            65,222              --         118,536              --


Net decrease in net assets prior to net
realized and unrealized gains(losses) on
investments and cumulative effect of change
in accounting principles                                  (236,194)             --        (688,020)             --
                                                      ------------    ------------    ------------    ------------
Net Realized and Unrealized Appreciation on
Investments:
    Net change in unrealized appreciation/
      Depreciation on investments                               --              --              --              --
                                                      ------------    ------------    ------------    ------------

Net realized and unrealized appreciation on
Investment transactions                                         --              --              --              --
                                                      ------------    ------------    ------------    ------------
Net (decrease) in net assets
 resulting from operations and before
 cumulative effect of change in accounting
 principles                                               (236,194)             --        (445,555)             --

Cumulative effect of change in accounting
 principles                                                     --        (840,124)       (242,465)        (44,060)


Net (decrease) in net assets
 resulting from operations after
 cumulative effect of change in accounting
 principles                                           $   (236,194)   $   (840,124)      $(688,020)   $    (44,060)
                                                      ============    ============    ============    ============


WEIGHTED AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING - basic and diluted                   7,958,429       5,687,471      11,220,848       4,155,582
                                                      ------------    ------------    ------------    ------------

NET LOSS PER SHARE - basic and diluted before
cumulative effect of change in accounting
principles                                            $      (0.03)   $         --    $      (0.04)   $         --


Cumulative effect of change in accounting                       --           (0.15)          (0.02)          (0.21)
principles
                                                       ------------    ------------    ------------    ------------
NET LOSS PER SHARE - basic and diluted after
cumulative effect of change in accounting
principles                                            $      (0.03)   $      (0.15)   $      (0.06)   $      (0.21)
                                                       ============    ============    ============    ============

</TABLE>
                   See notes to unaudited financial statements


                                        4





<PAGE>

<TABLE>

                       ADVANTAGE CAPITAL DEVELOPMENT CORP.
                       STATEMENT OF CHANGES IN NET ASSETS
              FOR THE NINE MONTH'S ENDED DECEMBER 31, 2004 and 2003
                                   (Unaudited)



<CAPTION>

                                                      For the Nine Months Ended
                                                            December 31,
                                               ----------------------------------------
                                                     2004                  2003
                                               ------------------    ------------------

Decrease in net assets from operations
<S>                                                   <C>                          <C>
Investment loss  - net                                $ (688,020)                  $ -

Beneficial conversion feature                            153,333

Net realized gain from investments                             -                     -

Unrealized appreciation (depreciation) on
 investments and translation of assets                         -                     -
                                               ------------------    ------------------

      Net increase in net assets resulting
       from operations                                  (534,687)                    -

Capital Share Transactions                             1,737,100                     -
                                               ------------------    ------------------

 Total Increase                                        1,202,413                     -

Net Assets

Beginning of the year                                   (477,977)                    -
                                               ------------------    ------------------

End of the Period December 31, 2004                    $ 724,436                   $ -
                                               ==================    ==================

</TABLE>

                   See notes to unaudited financial statements


                                        5





<PAGE>

<TABLE>

                       ADVANTAGE CAPITAL DEVELOPMENT CORP
                            STATEMENTS OF CASH FLOWS
              FOR THE NINE MONTHS ENDED DECEMBER 31, 2004 and 2003
                                   (Unaudited)

<CAPTION>

                                                                 For the Nine Month's
                                                                   Ended December 31,

                                                                  2004           2003
                                                               -----------    -----------
CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                            <C>            <C>
     Net decrease in net assets resulting
      from operations                                          $  (688,020)   $  (884,184)
                                                               -----------    -----------
     Adjustments to reconcile net assets from operations
       to net cash used in operating activities:
       Depreciation and amortization                                11,507             --
       Beneficial conversion expense                               157,333             --
       Warrants issued for service                                  20,020
       Stock issued for services                                    60,000        730,695
     Stock issued for settlements                                   20,694             --
       Write off of technology                                     371,415             --
       Gain on retirement of payables                             (159,512)            --

     Changes in assets and liabilities:
          Increase in interest receivable                          (12,552)            --
          Increase in prepaid expenses                             (79,427)          (400)
          Increase in deferred financing costs                    (100,000)            --
          Increase in accounts payable and accrued expenses        114,646          8,409
                                                               -----------    -----------
NET CASH USED IN OPERATING ACTIVITIES                             (283,896)      (145,480)
                                                               -----------    -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
   Note receivable                                              (1,068,259)            --
                                                               -----------    -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
     Proceeds from convertible notes                             1,000,000             --
     Proceeds from issuance of common stock                        866,800        150,000
                                                               -----------    -----------
NET CASH PROVIDED BY FINANCING ACTIVITIES                        1,866,800        150,000
                                                               -----------    -----------
NET INCREASE IN CASH                                               514,645          4,520

CASH, beginning of period                                           15,307            385
                                                               -----------    -----------
CASH, end of period                                            $   529,952    $     4,905
                                                               -----------    -----------
SUPPLEMENTAL CASH FLOW INFORMATION:

Non cash transactions

     Accounts payable contributed to capital                   $   595,516    $        --
                                                               -----------    -----------
     Conversion of accounts payable and accrued
     accrued expenses to common stock                          $    59,966    $        --
                                                               -----------    -----------
     Conversion of Judgements to common stock                  $   228,000    $        --
                                                               -----------    -----------
     Conversion of notes payable to common stock               $   255,405    $        --
                                                               -----------    -----------

Cash paid for:
    Interest                                                   $        --    $       110
                                                               ===========    ===========
    Income Taxes                                               $        --    $        --
                                                               ===========    ===========

</TABLE>



                   See notes to unaudited financial statements

                                       6



<PAGE>
<TABLE>

                       ADVANTAGE CAPITAL DEVELOPMENT CORP
                            STATEMENT OF INVESTMENTS
                                December 31, 2004
                                   (Unaudited)


<CAPTION>

                                                       Percentage
                                    Description            of       Cost and     Fair
          COMPANY                   of Business        Ownership      Loans      Value    Affiliation
 --------------------------   ----------------------   ----------   --------   --------   -----------
<S>                                 <C>                     <C>      <C>          <C>            <C>
Global IT Holdings, Inc.            Staffing                15%      $ 500,000    $  500,000     Yes (1)
College Partners                    Education                -          50,000        50,000     No  (1)
American Publishing                 Publishing               -          18,259        18,259     No  (1)
Colmena                             Software                 -         200,000       200,000     No  (1)
Cinema Ride                         Entertainment            -         250,000       250,000     No  (1)
                                                                      --------     ---------
 TOTAL INVESTMENTS                                                  $1,068,259    $1,068,259
                                                                     =========     =========

</TABLE>

(1) Cost basis


                                       7






<PAGE>

                       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 and
nine-month period ended December 31, 2004 are not necessarily indicative of the
results to be expected for the year ended March 31, 2005. The interim financial
statements should be read in conjunction with the audited financial statements
and notes, contained in the Company's Annual Report on Form 10-KSB for the
year-ended March 31, 2004.

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.

     Use of Estimates

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

     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 Operation.

     Cash and Cash Equivalents

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

     Income Taxes

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

     Net earnings (loss) per share

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

                                        8


<PAGE>
     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
collectibility is reasonably assured.

3.   Recent Accounting Pronouncements

In December 2003, the FASB issued SFAS No. 132 (Revised) ("SFAS No. 132-R"),
"Employer's Disclosure about Pensions and Other Postretirement Benefits." SFAS
No. 132-R retains disclosure requirements of the original SFAS No. 132 and
requires additional disclosures relating to assets, obligations, cash flows, and
net periodic benefit cost for defined benefit pension plans and defined benefit
post retirement plans. SFAS No. 132-R is effective for fiscal years ending after
December 15, 2003, except that certain disclosures are effective for fiscal
years ending after June 15, 2004. Interim period disclosures are effective for
interim periods beginning after December 15, 2003.

In May 2003, the FASB issued SFAS No. 150, "Accounting for Certain Financial
Instruments with Characteristics of Both Liabilities and Equity." SFAS No. 150
clarifies the accounting for certain financial instruments with characteristics
of both liabilities and equity and requires that those instruments be classified
as liabilities in statements of financial position. Previously, many of those
financial instruments were classified as equity. SFAS No. 150 is effective for
financial instruments entered into or modified after May 31, 2003, and otherwise
is effective at the beginning of the first interim period beginning after June
15, 2003.

The adoption of the provisions of SFAS No. 150 did not have a material impact on
the Company's financial position.

In April 2003, the FASB issued SFAS No. 149, "Amendment of Statement No. 133 on
Derivative Instruments and Hedging Activities." This statement amends and
clarifies financial accounting and reporting for derivative instruments,
including certain derivative instruments embedded in other contracts and for
hedging activities under FASB Statement No. 133, "Accounting for Derivative
Instruments and Hedging Activities." This Statement is effective for contracts
entered into or modified after June 30, 2003, and for hedging relationships
designated after June 30, 2003. Adoption of this statement did not have a
material impact on the Company's results of operations or financial position.

In January 2003, the FASB issued FIN 46, Consolidation of Variable Interest
Entities. In December 2003, the FASB issued FIN 46 (Revised) ("FIN 46-R") to
address certain FIN 46 implementation issues. This interpretation requires that
the assets, liabilities, and results of activities of a Variable Interest Entity
("VIE") be consolidated into the financial statements of the enterprise that has
a controlling interest in the VIE. FIN 46R also requires additional disclosures
by primary beneficiaries and other significant variable interest holders. For
entities acquired or created before February 1, 2003, this interpretation is
effective no later than the end of the first interim or reporting period ending
after March 15, 2004, except for those VIE's that are considered to be special
purpose entities, for which the effective date is no later than the end of the
first interim or annual reporting period ending after December 15, 2003. For all
entities that were acquired subsequent to January 31, 2003, this interpretation
is effective as of the first interim or annual period ending after December 31,
2003. The adoption of FIN 46 did not have a material impact on the Company's
results of operations or financial position.

                                       9


<PAGE>
In November 2002, the FASB issued FASB Interpretation No. ("FIN") 45,
Guarantor's Accounting and Disclosure Requirements for Guarantees, Including
Indirect Guarantees of Indebtedness of Others, and interpretation of FASB
Statements No. 5, 57, and 107 and Rescission of FASB Interpretation No. 34. FIN
45 clarifies the requirements of FASB Statement No. 5, Accounting for
Contingencies, relating to the guarantor's accounting for, and disclosure of,
the issuance of certain types of guarantees. This interpretation clarifies that
a guarantor is required to recognize, at the inception of certain types of
guarantees, a liability for the fair value of the obligation undertaken in
issuing the guarantee. The initial recognition and initial measurement
provisions of this Interpretation are applicable on a prospective basis to
guarantees issued or modified after December 31, 2002, irrespective of the
guarantor's fiscal year-end. The disclosure requirements in this interpretation
were effective for financial statements of interim or annual periods ending
after December 15, 2002. The Company adopted FIN 45 on January 1, 2003. The
adoption of FIN 45 did not have a material impact on the Company's results of
operations or financial position.

In June 2002, the FASB issued SFAS No. 146, "Accounting for Costs Associated
with Exit or Disposal Activities." This Statement requires recording costs
associated with exit or disposal activities at their fair values when a
liability has been incurred. Under previous guidance, certain exit costs were
accrued upon management's commitment to an exit plan. The Company adopted SFAS

No. 146 on January 1, 2003. The adoption of SFAS No. 146 did not have a material
impact on the Company's result of operations or financial position.

4.   Financial Highlights

For the Nine Months Ended December 31, 2004

Per Share Operating Performance:

 Net asset value beginning of period                $          -
                                                    ------------

Income from investment operations

 Net investment loss                                       (0.05)
 Net realized and unrealized gain (loss)

   On investment transactions                                  -
                                                    ------------

  Total from investment operations                         (0.05)
                                                    ------------

  Less change in net assets                                 0.10
                                                    ------------

  Net asset value, end of period                     $      0.05
                                                    ============

Total Return                                                   0%

Ratios as a Percent of Average Net Assets:
Expenses                                                     121%
Net investment loss                                         -103%

5.   Investments

Global                                $  550,000                  51%
College Partners                          50,000                   5%
American Publishing                       18,259                   2%
Colmena                                  200,000                  19%
Cinema Ride                              250,000                  23%
                                      ----------          -----------
                                      $1,068,259                 100%
                                      ==========          ===========

                                       10


<PAGE>
On August 23, 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. In addition
to receiving a fifteen percent (15%) stake in Global common stock, in exchange
for our commitment to provide business development services to Global. The
Company invested $500,000 through a collateralized senior debenture in the
amount of $500,000. The note bears interest at six and one-half percent (6.5%)
and matures on December 31, 2004 The Company recorded income of $3,295 for the
quarter ended September 30, 2004. In November and December 2004 The Company
advanced Global an additional total of $50,000 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 June 30,
2005.

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.

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.

In November 2004 the Company purchased a $200,000 of 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.

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.

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.

                                       11


<PAGE>
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 investments at cost as of December 31, 2004.

                                       12


<PAGE>



7.   INTEREST RECEIVABLE


Interest receivable consist of amounts owed to the Company from one of its
investments.

8.   PREPAID EXPENSES


Prepaid expenses consists of the following:

                                Consulting     $20,833
                                Legal           58,594
                                               ---------
                                Total          $79,427
                                               =========

9.   CONVERTIBLE NOTES PAYABLE


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 are being
amortized over the life of the note. The Company recorded an expense of $157,333
associated with the beneficial conversion feature of this note which is included
in the statement of operations for the nine months ended December 31, 2004.

10.  COMMON STOCK

In July 2004 the Company reached a settlement with its former director and
several consultants for the return of common stock and settlement of amounts
owed. The Company received and subsequently cancelled a total of 6,700,000
shares of common stock from those individuals and recorded a gain of $159,512 of
amounts owed to them and a contribution of capital of $595,516.

On August 26, 2004, the Company issued 1,659,504 shares to David Goldberg and
1,659,504 shares to Craig Press. Such shares were issued for services rendered
by Knightsbridge Holdings, LLC pursuant to its Engagement Agreement with the
Company and Knightsbridge subsequently assigned such shares to David Goldberg
and Craig Press.

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

In August and September 2004 the Company sold a total of 3,658,669 at a price of
$.15 per shares for net proceeds of $548,799.

In August 2004, the Company entered into a Standby Equity Distribution Agreement
with. Under this agreement, we may issue and sell to Cornell Capital, Common
Stock for a total purchase price of up to $25.0 million. 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 September 2004 the Company issued a total of 500,000 shares of common stock
for past services of $13,500 which is included in the statement of operations
for the nine months ended December 31, 2004.

In October and November, 2004 The Company sold an additional 1,010,058 shares of
common stock at a price of $.15 for net proceeds of $151,512.

                                       13

<PAGE>

In November 2004. The Company 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. In December 2004, Alpha
Capital Aktiengesellschaft purchased a total of 669,950 shares of common stock
at a price of $.25 for gross proceeds of $166,487 pursuant to this agreement.



11.  Commitments and Contingencies


In September 2004 the Company entered in a 6 month Consulting agreement for
public relations. The terms of the agreement are $110,000 payable $60,000 upon
signing and $25,000 payable after 90 days and the balance payable 150 days after
signing.

In October 2004 the Company entered into a six month consulting agreement for
public relations. The terms are $8,000 per month. The consultant was also issued
40,000 warrants at a price of $.60. The warrants expire October 30, 2009. The
Company recorded an expense of $20,020 as per a Black-Scholes calculation.

12.  Capital Share Transactions. Capital Share Transactions

As of September 30, 2004, 5,000,000,000 shares of $.001 par value capital stock
were authorized.

Transactions in capital stock were as follows:
<TABLE>
<CAPTION>

                                           Shares                                     Amount
                                      --------------------------------            --------------------------------
                                            2004             2003                      2004              2003
                                      ------------------  ------------            ----------------    ------------
<S>                                           <C>                                       <C>
Shares sold                                   5,334,707             -                     866,800               -
Shares issued for services                    2,831,382             -                     870,300               -
                                      ------------------  ------------            ----------------    ------------

Net inreasse                                  8,166,089             -                   1,737,100               -
                                      ==================  ============            ================    ============
</TABLE>

13.  Subsequent Events


In January 2005 the Company purchased an additional $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.

In January 2005, the Company amended its consulting services agreement dated
September 20, 2004 with Triple Crown Consulting Inc.("Triple Crown"). The
Agreement was extended until May 31, 2005. As compensation, The Company agreed
to issue Triple Crown a total of 850,000 shares of common stock valued at
$250,000. As of February 7, 2005, 250,000 shares of the common stock had been
issued.



                                       14



<PAGE>

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 Amendment No. 3 to 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 nine months
period ended December 31, 2004 are not necessarily indicative of the results to
be expected for the year ended March 31, 2005. The interim financial statements
should be read in conjunction with the audited financial statements and notes
contained in the Company's Annual Report on Form 10KSB for the year-ended March
31, 2004.

CRITICAL ACCOUNTING POLICIES

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.

                                       15


<PAGE>
INCOME TAXES

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

                                       16
<PAGE>

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.

Revenue and Expenses

We have begun to generate revenues from our newly implemented business plan.
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
collectibility is reasonably assured.

In August 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. The
Company's current revenues have been derived from fees on its first investment.
The Company plans to seek 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.


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.

General and administrative expenses were $39,273 for the three months December
31, 2004 and $52,500 for the nine months December 31, 2004. Consulting was
$38,435 for the three and $49,935 for the nine months ended December 31, 2004,
this was mainly attributable to the change in management of the Company and an
election to become a business development corporation. Amortization were $73,132
for the three and $82,578 for the nine months ended December 31, 2004, this was
mainly attributable to the amortization associated with the Company's deferred
financing costs.

Legal and professional fees were $17,760 for the three months and $$36,314 for
the nine ended December 31, 2004, this was a result of the Company becoming a
Business Development corporation. Management fees were $26,250 for the three and
$57,544 for the nine months ended December 31, 2004, the Company utilizes and
unrelated third party for business development services.

Interest expense for the three and nine months ended December 31, 2004 was
$15,547 and $31,603 compared to $0 for the three and nine months ended December
31, 2004, respectively. The increase in interest was a direct result of the
Company's financing through a $1,000,000, 5% convertible note.

Beneficial conversion expense increased to $157,333 for the nine months ended
December 31, 2004 from $0 for the nine months ended December 31, 2004. This was
a result of the conversion feature attached to the $1,000,000 of convertible
note.
                                       17
<PAGE>

Write of off technology increase to $396,415 for the nine months ended December
31, 2004 from $0 for the nine months ended December 31, 2004. This consists of
Oil and Gas Interest of $116,415 and Technological Rights of $225,000.
Management determined there was no future benefit of the Oil and Gas Interests
and elected to fully reserve for them. The Company incurred a $225,000 loss on
the sale of Technological Rights.

Gain on retirement of payable was $159,512 for the nine months ended December
31, 2004 from $0 for the nine months ended December 31, 2003. This was result of
settlements with a former Director and several consultants for amounts owed to
them.

Settlement increased for the three and nine months ended December 31, 2004 to
$40,694 from $0 for the three and nine months ended December 31, 2004. On
November 30, 2004 the Company settled with a former President and Director of
C.E.C. Industries. The judgment entered was in the amount of $207,307. The
Company settled this judgment for a total of $248,000 consisting of Cash of
$20,000 and common stock valued at $228,000. Resulting in an additional expense
of $40,694 over what had been previously recorded.

Capital raising fees increased for the three months ended December 31, 2004 to
$50,000 from $0 for the three ended December 31, 2003 and to $100,000 from $0
for the nine ended December 31, 2003. The Company typically charges a 10% up
front non refundable fee for most financing transactions.

Interest income increased for the three months ended December 31, 2004 to
$15,222 from $0 for the three ended December 31, 2003 and to $18,536 from $0 for
the nine ended December 31, 2003. The Company typical charges interest at a rate
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 the are exercised.

Net Loss

Net loss decreased to ($236,194) for the three months ended December 31, 2004
from a net loss of ($840,124) for the three months ended December 31, 2003,
decrease of $630,930. Net loss decreased to ($688,020) for the nine months ended
December 31, 2004 from a net loss of ($884,184) for the nine months ended
December 31, 2003, decrease of $196,194, This decrease was a result of an The
Company election 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.


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 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.

                                      18
<PAGE>

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.

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. In addition to
receiving a fifteen percent (15%) stake in Global common stock, in exchange for
our commitment to provide business development services to Global, we furthered
our commitment to Global on August 24, 2004, by lending Global $500,000 through
a collateralized senior debenture in the amount of $500,000. The note bears
interest at six and one-half percent (6.5%) and matures on December 31, 2004. In
November and December 2004 The Company advanced Global an additional total of
$50,000 with similar terms as above. In February 2005, the Company extended the
due date of its Series A 6.5% $500,000 note with Global IT Holdings, Inc. until
June 30, 2005.

In October 2004 the Company entered into a promissory note and security
agreement in the amount of $50,000 with an unrelated third party. The note bears
interest at a rate of 10% per annum. The third party has agreed to the Company
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.

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.

In November 2004 the Company purchased a $200,000 of 8% secured convertible
debenture from Colmena Corp. ("Colmena"). Colmena is an IT Managers and Auditors
supplying Network Management, Network Security, Disaster Recovery and Business
Continuity, Financial and Business Intelligence Systems and Software
Development.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 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.

In December 2004 the Company purchased $250,000 of 5% convertible debenture from
Cinema Ride, Inc.("Cinema Ride"). Cinema Ride sells TIX4TONIGHT for half
price,show tickets in Las Vegas 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.

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.

                                       19
<PAGE>

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. As of December 31, 2004 the Company has raised
$700,312 from the sale of 4,668,727 at a price of $.15 from this offering.

On October 5, 2004, the Company entered a stock purchase 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. In December 2004, Alpha
Capital Aktiengesellschaft purchased a total of 669,950 shares of common stock
at a price of $.25 for gross proceeds of $166,487 pursuant to this agreement.

On November 30, 2004 the holder of notes payable in the amount of $241,200 plus
accrued interest of $12,928 elected to convert the notes and accrued interest
into 1,277,029 shares of common stock at a price of $.20 per share.

On November 30, 2004 the Company settled with a former President and Director of
C.E.C. Industries. The Company settled a judgment for a total of $248,000
consisting of Cash of $20,000 and 521,739 shares of common stock valued at
$228,000.

On December 20, 2004 the Company issued 125,000 shares of common stock valued at
$35,000 to Triple Crown Consulting for consulting services rendered.

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.

                                       20
<PAGE>

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.

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<PAGE>

                           PART II - OTHER INFORMATION

Item 1. Legal Proceedings

On September 2, 1998, a judgment was entered in United States District Court,
District of Utah, Central Division, against C.E.C. Industries, Inc. in favor of
George A. Matthews, Jr. a former President and Director of C.E.C. Industries.
The judgment entered was in the amount of $207,306.93. The judgment award was to
compensate Mr. Matthews for monies allegedly owed to him on his Employment
Agreement, from an alleged wrongful stop transfer, interest, and attorney's
fees. The Company was unable to post a bond. The judgment was recorded in
several states under the Sister State Judgment Act. In November 2004, the
Company entered into a settlement agreement with Mr. Matthews for the release of
all obligations for this judgment for consideration of cash and common stock
from the Company.

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, District
Court, Clark County, Nevada. The Complaint is based on alleged bond made by the
Company to American Motorist in 1995. The Company has no knowledge of this
lawsuit and is currently retaining an attorney in Nevada to respond to this
complaint.

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 Capital
         Partners, LP*
10.5     Engagement Agreement with Knightsbridge Holdings, LLC*
10.6     Purchase Option Agreement with Alpha Capital Aktiengesellschaft*
10.7     Promissory Note and Security Agreement with College Partners,
LLC*

10.8     Consulting Agreement with Triple Crown Consulting, Inc.**
10.9     Amendment to Consulting Agreement with Triple Crown Consulting, Inc.**
10.10    Consulting Agreement for Public Relations with Hawk Associates, Inc.**
10.11    Convertible Debenture with Americana Publishing, Inc.**
10.12    Secured Convertible Debenture with Colmena Corp.**
10.13    Convertible Debenture with Cinema Ride, Inc.**

* Filed with Amendment No. 2 to September 30, 2004 Form 10-Q filed with the SEC
on April 27, 2004 ** Filed with Amendment No.2 to December 31, 2004 10-Q filed
with the SEC on April 28, 2004

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<PAGE>

Reports on Form 8-K

An 8-K was filed on October 7, 2004 disclosing that the Company issued a press
release announcing its intention to issue a property dividend of 501,000 shares
of its common stock of Global IT Holdings, Inc. to its shareholders.

An 8-K was filed on November 1, 2004 disclosing that the Company issued a press
release announcing that Platinum IT Consulting, a subsidiary of its portfolio
company, Global IT Holdings Inc., has signed eight new contracts with major
national and multi-national companies.

An 8-K was filed on November 9, 2004 announcing that Russell & Atkins, PLC
("Russell & Atkins") resigned as independent auditor and the Company engaged
Weiner, Goodman & Company, P.C. as its principal independent accountant.

An 8-K was filed on November 18, 2004 disclosing that the Company issued a press
release announcing that the Company has obtained $25 million in committed equity
capital in the form of a Standby Equity Distribution Agreement (SEDA) with an
institutional investor.

                                       21
<PAGE>


An 8-K was filed on December 7, 2004 disclosing that the Company issued a press
release announcing that the Company has participated in a $600,000 investment in
Networth Technologies, formerly known as Colmena Corp. (OTCBB: CLME), a global
management consulting, technology services and acquisition 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: May 11, 2005

     ----------------------------
     Jeffrey Sternberg, President



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