SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549



                                   FORM 10-Q/A3



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

                    For the quarter ended September 30, 2004

                         Commission file number 0-16734


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


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


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

        Registrant's telephone number, including area code (866)820-5139

                           (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 November 8, 2004 there were 10,999,545 shares of common stock outstanding.



<PAGE>

PART I - FINANCIAL INFORMATION                                         Page No.

   Item 1.   Financial Statements

             Balance Sheet September 30, 2004                                 3

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

             Statement of Change in Net Assets                                5

             Statement of Cash Flows for the six months ended
             September 30, 2004 and 2003                                      6

             Statement of Investments                                         6

             Notes to Financial Statements                                 8-14

   Item 2.   Management's Discussion and Analysis of
             Financial Condition and Results of Operation                 15-20

   Item 3.   Quantitative and Qualitative Disclosures About
             Market Risk                                                     20

   Item 4.   Controls and Procedures                                         18

PART II - OTHER INFORMATION

   Item 1.   Legal Proceedings                                               21

   Item 2.   Changes in Securities                                           21

   Item 3.   Defaults by the Company upon its
             Senior Securities                                               21

   Item 4.   Submission of Matter to a Vote of
             Security Holders                                                21

   Item 5.   Other Information                                               21

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

   SIGNATURES                                                                22


                                       2


<PAGE>


                         PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

<TABLE>

                       ADVANTAGE CAPITAL DEVELOPMENT CORP
                                  Balance Sheet


                                     ASSETS

<CAPTION>
                                                      September 30, 2004         March 31, 2004
                                                          (Unaudited)               (Audited)
                                                         ------------              -----------
<S>                                                      <C>                       <C>
 CURRENT ASSETS:
  Loans and investments in portfolio securities,
   at market or fair value:
      Affiliated companies (cost of $500,000)            $    500,000              $       --
  Cash                                                        914,893                     455
  Interest receivable                                           3,294                      --
  Prepaid expenses                                             78,750                      --

  Deferred financing costs, Net                                96,804                      --
                                                         ------------              -----------
                                                         $  1,593,741              $      455
                                                         ============              ===========

                           LIABILITIES AND NET ASSETS

CURRENT LIABILITIES:
  Accounts payable                                       $     14,153              $   39,926
  Judgements payable                                          207,306                 207,306
  Accrued expenses                                             42,306                      --
  Notes payable                                               231,200                 231,200
  Convertible notes payable                                 1,000,000                      --
                                                         ------------              -----------
Total liabilities                                           1,494,965
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 at
         September 30, 2004 and 5,872,470 shares at
         March 31, 2004 shares authorized;
         9,693,041 shares issued and outstanding                9,693               2,097,405
     Additional paid-in capital                            11,140,548               7,691,220
     Accumulated deficit                                  (11,051,465)            (10,266,602)
                                                         ------------              -----------
        Total net assets                                       98,776                (477,977)
                                                         ------------              -----------

        Total liabilities and net assets                 $  1,593,741              $      455
                                                         ============              ===========
Net assets per share                                     $        .16              $       --
                                                         ============              ===========
</TABLE>

                   See notes to unaudited financial statements


                                       3


<PAGE>

<TABLE>

                       ADVANTAGE CAPITAL DEVELOPMENT CORP
                            STATEMENTS OF OPERATIONS
         FOR THE THREE AND SIX MONTHS ENDED SEPTEMBER 30, 2004 AND 2003
                                   (Unaudited)

<CAPTION>
                                                        For the Three Months                  For the Six Months
                                                         Ended September 30,                  Ended September 30,
                                                     2004               2003                2004              2003
                                                 ------------        -----------        -----------        -----------

COSTS AND EXPENSES:

<S>                                               <C>                <C>                <C>                <C>
General and administrative                        $    19,428        $        --        $    19,428        $        --
Legal Fees                                             18,554                 --             18,554                 --
Management Fees                                        31,294                 --             31,294                 --
Interest expense                                       16,056                 --             16,056                 --
Beneficial converion feature on
 convertible notes                                    157,333                 --            157,333                 --
                                                 ------------        -----------        -----------        -----------
Total operating expenses                              242,665                 --            242,665                 --
                                                 ------------        -----------        -----------        -----------
Investment Loss, Net                                 (242,665)                --           (242,655)                --
                                                 ------------        -----------        -----------        -----------
REVENUES:
  Capital raising fees                                 50,000                 --             50,000                 --
  Interest income                                       3,313                 --              3,313                 --
                                                 ------------        -----------        -----------        -----------
                                                       53,313                 --             53,313                 --
Net decrease in net assets prior to net
realized and unrealized gains(losses) on
investments and cumulative effect of changes
in accounting principle                              (189,352)                --          (189,342)                 --
                                                 ------------        -----------        -----------        -----------

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 before cumulative
  effect of change in accounting principles         (189,352)                 --           (189,342)                --

Cumulative effect of change in accounting
 Principle                                                 --            (21,005)          (242,465)           (44,060)
                                                 ------------        -----------        -----------        -----------
Net (decrease) in net assets
  resulting from operations after cumulative
  effect of change in accounting principles      $   (189,352)       $   (21,055)       $  (431,807)       $   (44,060)
                                                 ============        ===========        ===========        ===========


WEIGHTED AVERAGE NUMBER OF COMMON                   6,976,724          3,822,637          6,255,548          3,822,637
    SHARES OUTSTANDING - basic and diluted        -----------        -----------        -----------        -----------

NET LOSS PER SHARE - basic and diluted before
Cumulative effect of change in accounting
Principle                                        $      (0.03)       $        (-)       $     (0.03)       $        (-)

Cumulative effect of change in accounting
 Principle                                                 --               (.01)              (.04)              (.01)
                                                 ------------        -----------        -----------        -----------
NET LOSS PER SHARE - basic and diluted before
Cumulative effect of change in accounting
Principle                                        $      (0.03)       $     (0.01)       $     (0.07)       $      (.01)
                                                 ============        ===========        ===========        ===========

</TABLE>

                  See notes to unaudited financial statements

                                       4


<PAGE>



<TABLE>
                       ADVANTAGE CAPITAL DEVELOPMENT CORP.
                       STATEMENT OF CHANGES IN NET ASSETS
              FOR THE SIX MONTH'S ENDED SEPTEMER 30, 2004 and 2003
                                   (Unaudited)


<CAPTION>
                                                      For the Six Months Ended
                                                            September 30,
                                               ----------------------------------------
                                                     2004                  2003
                                               ------------------    ------------------

Decrease in net assets from operations
<S>                                                   <C>                          <C>
Investment loss  - net                                $ (189,352)                  $ -

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                                   (36,019)                    -

Capital Share Transactions                               612,772                     -
                                               ------------------    ------------------

 Total Increase                                          576,753                     -

Net Assets

Beginning of the year                                          -                     -
                                               ------------------    ------------------

End of Period September 31, 2004                      $  576,753                   $ -
                                               ==================    ==================

</TABLE>


                  See notes to unaudited financial statements

                                       5




<PAGE>

<TABLE>

                       ADVANTAGE CAPITAL DEVELOPMENT CORP
                            STATEMENTS OF CASH FLOWS
              FOR THE SIX MONTHS ENDED SEPTEMBER 30, 2004 AND 2003
                                   (Unaudited)

<CAPTION>

                                                                                For the Six Months
                                                                                Ended September 30,
                                                                           2004                       2003
                                                                       -----------                -----------
CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                                    <C>                        <C>
     Net decrease in net assets resulting
      from operations                                                  $  (431,807)               $   (44,060)
                                                                       -----------                -----------

     Adjustments to reconcile net assets from operations
       to net cash used in operating
          activities:
       Depreciation and amortization                                         3,196                         --
       Beneficial conversion expense                                       157,333                         --
       Stock issued for services                                            60,166                         --
       Write off of technology                                             396,415                         --
       Gain on retirement of payables                                     (159,512)                    42,700

     Changes in assets and liabilities:
       Increase in interest receivable                                      (3,294)                        --
       Increase in prepaid expenses                                        (78,750)                        --
       Increase in deferred financing costs                               (100,000)                        --
       Accounts  payable and accrued expenses                                9,847                      1,250

                                                                       -----------                -----------
NET CASH USED IN OPERATING ACTIVITIES                                     (146,406)                      (110)
                                                                       -----------                -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Note receivable                                                        (500,000)                        --

CASH FLOWS FROM FINANCING ACTIVITIES:
     Proceeds from note payable                                             12,500                         --
     Proceeds from convertible notes                                     1,000,000                         --
     Proceeds from issuance of common stock                                548,799                         --

                                                                       -----------                -----------
NET CASH PROVIDED BY FINANCING ACTIVITIES                                1,561,299                         --
                                                                       -----------                -----------

NET INCREASE (DECREASE) IN CASH                                            914,893                       (110)

CASH, beginning of period                                                       --                        495

                                                                       -----------                -----------

CASH, end of period                                                    $   914,893                $       385
                                                                       -----------                -----------

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                               $    60,166                $        --
                                                                       -----------                -----------

Cash paid for:
    Interest                                                           $        --                $        --
                                                                       ===========                ===========
    Income Taxes                                                       $        --                $        --
                                                                       ===========                ===========
</TABLE>


                   See notes to unaudited financial statements

                                       6



<PAGE>

<TABLE>

                       ADVANTAGE CAPITAL DEVELOPMENT CORP
                            STATEMENT OF INVESTMENTS
                               September 30, 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)
                                                                    --------      --------

 TOTAL INVESTMENTS                                                  $ 500,000     $500,000
                                                                    ========      ========

</TABLE>

(1) Cost basis



            See accompanying notes to unaudited financial statements


                                       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
six-month period ended September 30, 2004 are not necessarily indicative of the
results to be expected for the year ended March 31, 2005. The interim financial
statements should be read in conjunction with the audited financial statements
and notes, contained in the Company's Annual Report on Form 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.

                                       8

<PAGE>

     Net earnings (loss) per share

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

     Fair Value of Financial Instruments

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

     Revenue Recognition

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.

                                       9

<PAGE>

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.

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
<TABLE>
<CAPTION>
                                                                         For the Six month's Ended
                                                                               September 30,
                                                                       -------------------------------
                                                                             2004           2003
                                                                       -------------------------------

Per Share Operating Performance:
<S>                                                                     <C>             <C>
 Net asset value beginning of period                                    $        -      $        -
                                                                       -------------------------------


Income from investment operations
 Net investment loss                                                          0.07               -
 Net realized and unrealized gain (loss)
   On investment transactions                                                    -               -
                                                                       -------------------------------

  Total from investment operations                                            0.07               -
                                                                       -------------------------------

  Less change in net assets                                                  (0.06)              -
                                                                       -------------------------------

  Net asset value, end of period                                        $     0.01      $        -
                                                                       ===============================

Total Return                                                                     0%              0%

Ratios as a Perecent of Average Net Assets:
 Expenses                                                                      238%              0%
  Net investment loss                                                         -183%              0%
</TABLE>
                                       10

<PAGE>

5.   Investments


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.

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).


                                       11

<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.

Based on the previous methodology, the Company determined that The investment in
Global is valued at cost as of September 30, 2004.


6.   INTEREST RECEIVABLE


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


7.   PREPAID EXPENSES


Prepaid expenses consists of the following:

                                    Consulting     $  18,750
                                    Legal             60,000
                                                   ---------
                                    Total          $  78,750
                                                   =========

8.   JUDGEMENTS PAYABLE


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


9.   NOTES PAYABLE


On November 1, 2003, the Company issued $150,000 in convertible notes payable in
connection with certain advances. These advances were subsequently increased to
$ 218,700. The notes bear interest at the rate of 6.5% interest and are due
November 1, 2004. These notes are convertible into common stock based 70% of the
average of the lowest of three days trading during the five days preceding the
conversion or the average of the lowest three days trading prices during the
five days preceding the funding dates of these notes. As of September 30, 2004
that Company has recorded $11,262 of accrued interest associated with these
notes.

                                       12

<PAGE>


10.  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.


11.  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 Companu 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.


12.  Capital Share Transaction

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                                   3,658,699             -                     548,800               -
Shares issued for services                      831,890             -                      63,972               -
                                      ------------------  ------------            ----------------    ------------

Net increase                                  4,490,589             -                     612,772               -
                                      ==================  ============            ================    ============
</TABLE>

                                       13

<PAGE>

13.  Subsequent Events


The Company sold an additional 993,334 shares of common stock at a price of $.15
for net proceeds of $149,900.

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 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.

                                       14


<PAGE>

ITEM 2. MANAGEMENT DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS



This Quarterly Report on Amendment No. 3 to 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 Amendment No. 3 to Form 10-Q. Should one or
more of these risks or uncertainties materialize, or should underlying
assumptions prove incorrect, actual results may vary materially from those
anticipated, estimated or projected. Although the Company believes that the
expectations we include in such forward-looking statements are reasonable, we
cannot assure you that these expectations will prove to be correct.


The accompanying financial statements have been prepared in accordance with
Generally accepted accounting principles for interim financial information and
with instructions of Form 10-Q. Accordingly, they do not include all of the
Information and footnotes required by generally accepted accounting principles
For complete financial statements. In the opinion of management, all adjustments
(consisting of normal recurring accruals) considered necessary for a fair
presentation have been included. The results of operations for the six months
period ended September 30, 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 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).

                                       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.

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.

Operating expenses, which include selling, general and administrative expenses
and consulting expenses were $19,428 for the three and six months ended

September 30, 2004. Legal Fees were $18,554 for the three and six months ended
September 30, 2004. This was a result of the Company becoming a Business
Development corporation. Management fees increased to $31,294 for the three and
six months ended September 30, 2004 from $0 for the three and six months ended
September 30, 2003, the Company utilizes an unrelated third party for business
development services.


Interest expense for the three and six months ended September 30, 2004 was
$16,056 compared to $0 for the three and six months ended September 30, 2004.
The increase in interest was a direct result of the Company's financing through
a $1,000,000 convertible note.

Beneficial conversion expense increased to $157,333 for the three and six months
ended September 30, 2004 from $0 for the three and six months ended September
30, 2004. This was do the conversion feature attached to the $1,000,000 of
convertible notes.

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.

Income increase for the three and six months ended September 30, 2004 to $53,313
from $0 for the three and six months ended September 30, 2003. 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.

                                       17


<PAGE>

NET INCOME (LOSS)

Net decrease in net assets increased from ($189,352) for the three months ended
September 30, 2004 for a Net decrease in net assets ($21,055) for the three
months ended September 30, 2004, an increase of $168,297, primarily due to the
expenses associated with the beneficial conversion of debt and the interest
associated with the debt. Net decrease in net assets increased to ($431,807) for
the six months ended September 30, 2004 for a ($44,060) for the six months ended
September 30, 2004, an increase of $387,747, primarily due to the expenses
associated with the beneficial conversion of debt and the interest associated
with the debt, the write off of technology and the gain associated the
retirement of payables.

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.

                                       18

<PAGE>

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.

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 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 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.

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 $700,00 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.

                                       19


<PAGE>

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.

                                       20


<PAGE>

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

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

                                       21


<PAGE>

Item 6. Exhibits and Reports of Form 8-K

Exhibits


10.1     Business Development Agreement with Global IT Holdings, Inc.*
10.2     Convertible Debenture with Global IT Holdings, Inc.*
10.3     Convertible Debenture with Cornell Capital Partners, LP*
10.4     Standby Equity Distribution Agreement with Cornell Capital
         Partners, LP*
10.5     Engagement Agreement with Knightsbridge Holdings, LLC*
10.6     Purchase Option Agreement with Alpha Capital Aktiengesellschaft*
10.7     Promissory Note and Security Agreement with College Partners, LLC*

10.8     November 1, 2003 Convertible Notes for $218,700 with Advantage Fund I,
         LLC*

*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 August 19, 2004 disclosing changes in control of the
registrant and that the company had voted to be regulated pursuant to Section 54
of the Investment Act.

An 8-K was filed on September 2, 2004 disclosing that the Company issued a press
release announcing that effective September 1, 2004, the NASD has changed stock
ticker symbol of the Company to AVCP in conjunction with its recent name and
business change.

An 8-K was filed on September 27, 2004 disclosing that the Company issued a
press release announcing that it closed on a transaction for $1 million in debt
financing as part of the first phase of its financing as a business development
company

An 8-K was filed on September 27, 2004 disclosing that the Company issued a
press release announcing that it has developed a clearly defined investment
strategy as it moves forward as a regulated business development company.
                                       15
An 8-K was filed on September 27, 2004 disclosing that the Company issued a
press release announcing that it has made an investment in Global IT Holdings, a
New York-based holding company created to acquire targeted IT staffing firms.

An 8-K was filed on September 27, 2004 disclosing that the Company issued a
press release announcing that it has submitted its responses to the comments
issued by the NASD for its Form15c211 filing with the NASD to re-list its stock
on the Over-the-Counter Bulletin Board.

An 8-K was filed on September 27, 2004 disclosing that the Company issued a
press release announcing that its first portfolio company, Global IT Holdings
Inc. has completed a $3 million acquisition of the assets of Platinum IT
Consulting and its associated company Parker Clark Data Processing.

                                   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


                                       22