UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-K
                                   (Mark One)

     [X] ANNUAL REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
                                   ACT OF 1934

                  FOR THE FISCAL YEAR ENDED DECEMBER 31, 2005.

       [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE EXCHANGE ACT

                        COMMISSION FILE NUMBER 814-00703

                             AVENTURA HOLDINGS, INC.

               (Exact name of issuer as specified in its charter)


             Florida                                             65-0254624
 (State  or  other  jurisdiction                               (IRS  Employer
of  incorporation  or organization)                          Identification No.)


           2650 Biscayne Boulevard, First Floor, Miami, Florida 33137
                    (Address of principal executive offices)

                                 (305) 937-2000
                           (Issuer's telephone number)

        SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT: NONE
           SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:

                               TITLE OF EACH CLASS
                             COMMON STOCK, PAR VALUE
                                $0.001 PER SHARE

Check  whether  the issuer (1) filed all reports required to be filed by Section
13  or  15(d) of the Exchange Act during the past 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 [ ]

The  number  of  shares  of  common  stock  outstanding as of March 28, 2006 was
2,319,657,813.

The  aggregate  market  value  of  common  stock  held  by non-affiliates of the
Registrant  on  December  31,  2005  based  on the closing price on that date of
$0.0005 on the Over the Counter Bulletin Board was $469,829. For the purposes of
calculating  this  amount  only,  all  directors  and  executive officers of the
Registrant  have  been treated as affiliates. There were 2,019,657,813 shares of
the  Registrant's  common  stock  outstanding  as  of  December  31,  2005.

                                       1




                                                                   
         INDEX
                                                                         Page
                                                                         ----
         PART I

Item 1   Business                                                           3
Item 2   Properties                                                        10
Item 3   Legal Proceedings                                                 10
Item 4   Submission of Matters to a Vote of Security Holders               10

         PART II

Item 5   Market for Registrant's Common Equity, Related Stockholder
         Matters and Issuer Purchases of Equity Securities                 11
Item 6   Selected Financial Data                                           14
Item 7   Management's Discussion and Analysis of Financial
         Condition and Results of Operations                               15
Item 7A  Quantitative and Qualitative Disclosures about Market Risk        28
Item 8   Financial Statements and Supplementary Data                       29
Item 9   Changes in and Disagreements with Accountants on
         Accounting and Financial Disclosure                               62
Item 9A  Controls and Procedures                                           62
Item 9B  Other Information                                                 62

         PART III

Item 10  Directors and Executive Officers of the Registrant                63
Item 11  Executive Compensation                                            64
Item 12  Security Ownership of Certain Beneficial Owners and Management    64
Item 13  Certain Relationships and Related Transactions                    64
Item 14  Principal Accountant Fees and Services                            65

         PART IV

Item 15  Exhibits and Financial Statement Schedules                        66

         SIGNATURES                                                        67

EX-31.1  Certification
EX-31.2  Certification
EX-32.1  Certification


                                       2

                                     PART I

ITEM  1.  BUSINESS

On March 15, 2005, Aventura Holdings, Inc. (the "Company") filed form N-54A with
the Securities  and  Exchange  Commission (SEC) to become a Business Development
Company  ("BDC")  pursuant  to  Section 54 of the Investment Company Act of 1940
(the "1940 Act"). As  a result of its new status, the Company is operating as an
investment  holding  company,  has  acquired  and  plans to announce a number of
acquisitions  and  investments  which  will  be  designed to build an investment
portfolio  to  enhance  the  Company's  shareholder  value. The Company provides
equity, capital and advisory services for management buyouts, recapitalizations,
and the growth and needs of emerging companies. (See the following section for a
broader  discussion  of  the  operating  environment  of  BDCs.  See  also "Risk
Factors.") As a BDC, the Company is, in effect, a publicly traded private equity
fund,  where stockholders provide capital in a regulated environment for private
investment  in  a  pool of short and long-term investments. Congressional intent
behind  the  creation  of  BDCs  was  to encourage the flow of public capital to
private  and  smaller  public  companies.

The  Company  has concentrated its investment strategies in the telephony sector
based  upon  experience  and  exposure  to  opportunities  but  plans  to expand
acquisitions  and investments to other lines of business and industry to enhance
value  to stockholders through capital appreciation and payments of dividends to
the  Company  by  its  portfolio  investments.

BDC  regulation  was created in 1980 by Congress to encourage the flow of public
equity  capital to small businesses in the United States.  BDCs, like all mutual
funds  and  closed-end  funds, are regulated under the 1940 Act.  BDCs report to
stockholders like traditional operating companies and file regular quarterly and
annual  reports  with the Securities and Exchange Commission.  BDCs are required
to  make  available  significant  managerial  assistance  to  their  portfolio
companies.
Before  the election of BDC status, the Company held a 50% investment in Radio X
Network.   The original cost basis was $110,000.  Radio X net assets are unknown
to the current Board and are considered abandoned.  The Board assigned a $0 fair
market  value  of  the  Radio  X  investment  at  December  31,  2005.

The  Company  also  held  a  100%  investment  in  Radio TV Network, Inc. before
electing  BDC  status.  The  net assets of Radio TV Network, Inc. are unknown to
the  current Board and are considered abandoned.  The original cost basis was $0
and  the  Board  assigned  a  $0 fair market value of the Radio TV Network, Inc.
investment  at  December  31,  2005.

For  the period between March 15, 2005 (commencement of our status as a BDC) and
December  31,  2005,  the  Company explored several investment opportunities and
made  two  investments.

On  June  3,  2005  the  Company  purchased  ten  percent  of VoIPBlue.com, Inc.
(VoIPBlue)  pursuant  to  a  private  offering  memorandum  of  April  22, 2005.
VoIPBlue.com, Inc. developed software and was structured as a telecommunications
exchange  serving  Voice  over  Internet  Protocol  (VoIP)  wholesale  carriers.
Research  and  development,  software,  operating  and  other  costs  dissolved
investment  capital  and  Company  management  was  unable  to further assist in
day-to-day  operations.  Local  operations ceased in December, 2005 and moved to
Riga,  Latvia  in  an effort to have the VoIPBlue shareholder / developer assume
operational  control.   Latvian  management  was unsuccessful and a decision was
made  in 2006 to cease operations.  VoIPBlue is attempting to sell its developed
and  purchased software, the success of which is difficult to determine as there
is  no  liquid  market.  An  independent  accredited business valuation firm was
hired by the Company to assign a fair market value to the $100,000 investment in
VoIPBlue  at  December  31, 2005.  Advanced Business Valuations determination of
value  was  $0  at  December  31,  2005.

                                       3


On  June  7,  2005  the  Company  issued  880,000,000  shares  of its previously
un-issued  restricted  common  stock  in an exempt issuance in exchange for 100%
interest in Aventura Networks, LLC. The shares were valued at a discounted price
of  $0.00091 per share and the purchase is reflected on the financial statements
at  $800,724. During 2005, the Company provided $299,925 in advances to Aventura
Networks,  LLC  and  Aventura Networks, LLC paid obligations of $108,479 for the
Company and made an investment on behalf of the Company in VoIPBlue.com, Inc. in
the  amount of $100,000. Aventura Networks was originally a wholesale VoIP buyer
and  seller  of  routes  predominantly in third-world countries where rates were
high  and  margins were wide. Increased competition led to lower prices, reduced
margins  and  Aventura  Networks  exit  from  the VoIP wholesale carrier market.
Aventura  Networks  changed  direction  and  began  to  further develop and sell
developed  and  third  party VoIP switching and internet protocol private branch
exchange  software.  An independent accredited business valuation firm was hired
by  the  Company  to  assign  a  fair market value to the $800,724 investment in
Aventura  Networks  as well as the likelihood of satisfaction of amounts owed to
the  Company at December 31, 2005. Advanced Business Valuations determination of
value  was $0 at December 31, 2005 and an indeterminable likelihood of repayment
of  the  debt  owed  to  the  Company. Although the valuation firm was unable to
determine  a  likelihood  of  debt repayment, Aventura Networks continues to pay
Company expenses in 2006 through sales and conversion of its assets to cash. The
Company  expensed  $50,912  to  bad debt expense representing part of the amount
Aventura  Networks  owes  the  Company  at December 31, 2005 and carries the net
amount  of  the  receivable  at  $40,532  representing Company expenses paid and
expectations  of  payments  by  Aventura  Networks  in  2006.

On  October  17,  2005 the Company merged with Aventura Holdings, Inc.  Aventura
Holdings,  Inc.  was the former owner of Aventura Networks, LLC and its sole net
assets  were  880,000,000  shares  of  Company  stock  and  anti-dilution rights
acquired  in  the LLC purchase agreement with the Company.  Immediately prior to
the merger, Aventura Holdings, Inc. transferred its net assets to Melissa Apple,
Trustee  of  the  Maria  Lopez  Irrevocable  Trust  UTD March 29, 2004 (its sole
shareholder).  Subsequent  to  the  merger the Company adopted the name Aventura
Holdings,  Inc  and  the  former  company  was  dissolved.

On February 23, 2006, the Company announced that it entered into a Memorandum of
Understanding and Intent (MOU) with Horvath Holdings, LLC ("Horvath") to acquire
30% of Ohio Funding Group, Inc. in exchange for 200,000,000 shares of previously
un-issued  restricted  common  stock  in an exempt issuance to Horvath Holdings.
Integrated  into  the  MOU  is  a  one  year  option  for  Horvath to purchase a
controlling  interest  in  Aventura through the sale of other Horvath controlled
entities to Aventura either in a single transaction or a series of transactions.

Once  we  enter  into  a binding agreement with Horvath Holdings, LLC our future
operating  business  and ownership will change. Therefore, management determined
that  continuing  as a BDC is not practical and that it is in the Company's best
interest  to  un-elect  BDC  status  in  the  second  fiscal  quarter  of  2006.
Un-electing  this  status  requires  a  shareholder  vote  but,  inasmuch as one
shareholder  holds  a majority of our stock, we determined that we can make this
election  upon  submitting  the  matter  to  this one shareholder then filing an
information  statement  (Form 14C). Therefore, in order to withdraw from its BDC
status,  the  Company  will  first  be  required  to file a Form 14C Preliminary
Information  Statement  regarding  the proposed shareholder vote to withdraw its
BDC  election, and any other matters to be voted on by shareholders. The company
will  not  be  seeking  proxies  as  the Company believes that a majority of its
outstanding stock is controlled by one shareholder who will vote in favor of the
BDC  withdrawal.  Upon  completion of the Preliminary Information Statement, the
Company  will then file a Form 14C Definitive Information Statement, setting the
shareholder  meeting  to  vote on the BDC withdrawal. The Company will then hold
the  shareholder meeting. Assuming majority shareholder approval to withdraw the
BDC  election,  the Company will then file a Form N-54C notifying the Securities
and Exchange Commission that, pursuant to the provisions of Section 54(c), it is
withdrawing  its  election  to  be  subject  to  Sections  55  through 65 of the
Investment  Company  Act  of 1940 ("Investment Company Act" or "1940 Act"). Upon
completion  of  this  process,  the  Company  will  no  longer be subject to the
Investment  Company  Act  but  will  continue  as  an operating reporting public
company,  and  will  still  be  subject  to the Securities Exchange Act of 1934.

Under  the  rules  of  the  Securities  and Exchange Commission, the election to
terminate  status  as a BDC cannot become effective until at least 20 days after
the  accompanying Information Statement has been distributed to the stockholders
of  the  Company.  We expect the termination of such status, and the appropriate
filing to be made with the Securities and Exchange Commission, on or about April
25,  2006.

Management  conducted  its  due  diligence on Ohio Funding Group, Inc. and other
Horvath  Holdings,  LLC  investments.  Horvath  owns  and  operates  successful
automobile  dealerships  and  finance  companies  concentrating in the sub-prime
market.  Horvath  executives  have  decades  of  automobile  industry experience
including  key  public  company  positions.  If  Horvath  exercises their option
discussed  in  our  MOU  and  takes  control  of Aventura, we expect to pursue a
different  business  model  consistent  with their experience including possible
further  acquisitions  within  the  automobile industry. We believe management's
plan  will  allow  the  Company  to  continue  as  a  going  concern.

                                       4


Operating  and  Regulatory  Structure

Our  investment activities  are managed by our executive officers and supervised
by our board of directors, a majority of whom are independent.  As a BDC, we are
required  to  comply  with  certain  regulatory  requirements.  For  example, we
generally  cannot  co-invest in any portfolio company with any of our affiliates
without  an  exemptive order from the Securities and Exchange Commission, or the
"SEC."  Also,  while  we  are  permitted  to finance investments using debt, our
ability  to  use  debt  is  limited in certain significant respects.  We are not
currently  in  compliance  with  all  of  the  rules  and regulations related to
operating  as  a  BDC.

In  March 2005, we filed an election to become subject to the1940 Act, such that
we  could  commence conducting our business activities as a BDC.  In April 2005,
we  determined to commence an offering of shares of our common stock as a BDC in
accordance  with  the  exemption  from  the  registration  requirements  of  the
Securities  Act  of  1933  as  provided  by  Regulation  E.

In  connection with that prospective offering, we filed a Form 1-E with the SEC,
which was reviewed in the ordinary course and a comment letters were issued.  As
a  result, we currently understand that we may be out of compliance with certain
of  the  rules  and  regulations  governing  the business and affairs, financial
status,  and  financial  reporting  items required of BDCs.  We are making every
effort  to  comply  as  soon as is practicable with the relevant sections of the
1940  Act and are working with our counsel to accomplish that compliance. In May
2005 under the 1-E filing we entered into and in 2006 completed a Stock Purchase
Agreement  with  Dutchess  Private  Equities  Fund  II  LP involving the sale of
Company  stock  in  exchange  for  cash.  In  May  2005, we  also  issued shares
identified  in  the  1-E  filing  to  outgoing  officers,  directors  and  their
affiliates.  Current  management  on behalf of the Company filed a lawsuit in US
District  Court  seeking  the  return of the shares issued to outgoing officers,
directors  and  their  affiliates  as  we  believe  these shares were issued for
services  in  contradiction  to  rules  governing  BDCs.

While we are seeking to comply with the 1940 Act, we cannot provide any specific
time  frame for full compliance.  We cannot predict with certainty what, if any,
regulatory  or  financial  consequences  may  result  from  the  foregoing.

Investment  Objectives  and  Policies

Our  investment  objective as a BDC is to achieve capital gains and, to a lesser
extent, current income.  In order to achieve this objective, we currently intend
to  invest  in  public and private companies in various industries.  We may also
invest  to  a  limited extent in selected transactions world-wide, to the extent
that  such  investments are consistent with the limitations on such investing by
BDCs  under  the  1940  Act.  Furthermore,  we  plan  to  target emerging growth
companies  that  have  an executable business plan for growth and a well-managed
infrastructure.

Investment  Strategy

The  Company  intends  to  seek  to invest in companies that it believes present
opportunities  for  superior  performance  through  liquidity  events,  internal
growth, product, or geographic expansion, the completion of complementary add-on
acquisitions,  or  industry  consolidations.  The  Company  currently expects to
invest,  providing  both  subordinated  debt  and  equity,  to certain portfolio
companies  and  only  subordinated  debt  or  equity  to  others.

The  Company  would  be  comfortable  as either a majority or minority investor,
without  a  fixed  time  horizon  for  the  investments.  This  should allow for
long-term  commitments.  The  Company can continue to provide capital for add-on
acquisitions  that  help  build  value after the initial closing.  The Company's
investment  objectives  and  policies  are  subject  to  change  by  a  majority
affirmative  vote  of  the  Company's  Board  of  Directors.

Managerial  Assistance

As  a  BDC, we are generally required to make managerial assistance available to
our  portfolio companies.  When requested, the Company will provide guidance and
counseling  concerning  their  management,  operations, business objectives, and
policies.  Additionally,  it  our current intention to provide advisory services
for  management  buyouts, recapitalizations, and the growth and capital needs of
emerging  growth  companies.

                                       5


The  Company's  management  has  little  in-depth  experience  in the  US public
capital  markets  and  can provide little assistance to portfolio companies with
the  process  of  going  public  or  seeking  liquidity  events,  or  developing
strategies  for  creating  stockholder  value once those companies are public or
liquidity  events are achieved.  The Company has no relationships with potential
service  providers  in  this  process.

Investment  Process

Management  has  little experience in mergers and acquisitions and plans to work
with  outside  consultants  in  both  buy  and  sell-side portfolio companies to
accomplish  their  individual  goals  by  implementing  the  following  steps:

    (A)  Develop  detailed  understanding  of  management's  expected  outcomes;

    (B)  Develop  a  timetable  for  transaction;

    (C)  Validate  proposed  transaction terms with select buyers or sellers and
         select  institutional  investors  or  lenders;

    (D)  Finalize  financing  strategy  and  market  positioning;

    (E)  Perform  due  diligence;

    (F)  Prepare  executive  summary  and  presentation  materials  -  including
         financial  model;

    (G)  Pre-screen  and  contact  potential  buyers  or  sellers;

    (H)  Coordinate  principal  meetings;

    (I)  Coach  management  on  how  to  communicate  and negotiate with  buyers
         and  sellers  and  generally  facilitate  the  interactions  between
         management and  buyers  or  sellers;

    (J)  Assist  with  the  preparation  of responses to due diligence requests;

    (K)  Assist with the negotiation of term sheets with interested parties; and

    (L)  Work  with  management  and  the  investor  or  lender to  complete due
         diligence process  and  negotiate  final  closing  documents.

Due  Diligence

We conduct diligence on prospective portfolio companies consistent with what our
management  believes  to be the best practices approach adopted by others in the
industries  in  which  such opportunities exist.  We believe that our management
has the ability and knowledge to conduct appropriate and extensive due diligence
investigations  prior  to  our investing in a prospective portfolio company.  In
conducting  our due diligence, we use publicly available information, as well as
information  derived  from  former  and  current  management,  consultants,
competitors,  and investment bankers and the direct experience of our management
and  consultants.

    Our  due  diligence  may  typically  include:

    *  review  of  historical  and  prospective  financial  information;

    *  on-site  visits;

    *  interviews  with  management,  employees,  customers  and  vendors of the
       potential  portfolio  company;

    *  review  of  senior  loan  documents;

    *  background  checks  on  management;  and

    *  research  relating  to  the  company's  management,  industry,  markets,
       products  and  services,  and  competitors.

                                       6


Upon  the  completion  of  due  diligence  and  a  decision  to  proceed with an
investment in a company, our management presents the opportunity to our board of
directors,  which  determines  whether  to  pursue  the  potential  investment.
Additional  due diligence with respect to any investment may be conducted on our
behalf  by  attorneys  and  independent  accountants prior to the closing of the
investment,  as  well  as  other  outside  advisers,  as  appropriate.

Valuation  Policies

Valuation  of  Portfolio  Investments

As  a  business development company, the Company's business plan calls for it to
invest  primarily  in  illiquid securities issued by private companies ("Private
Investments").  These  Private Investments are generally subject to restrictions
on  resale  and generally have no established trading market. The Company values
its  Private  Investments  at  fair  value  as  determined  in good faith by the
Company's  board  of directors in accordance with the Company's valuation policy
during  interim  reporting periods and annually by an independent valuation firm
with  Board ratification. The Company determines fair value to be the amount for
which  an  investment  could be sold in an orderly disposition over a reasonable
period  of  time  between  willing parties other than in a forced or liquidation
sale.  The  Company's valuation policy is intended to provide a consistent basis
for  establishing the fair value of the portfolio. The Company intends to record
unrealized  depreciation  on investments when it believes that an asset has been
impaired  and  full collection for the loan or realization of an equity security
is  doubtful.  Conversely, the Company intends to record unrealized appreciation
if  it  has  a  clear  indication  that  the  underlying  portfolio  company has
appreciated in value and, therefore, the Company's security has also appreciated
in  value.  Under this valuation policy, the Company does not consider temporary
changes  in  the  capital markets, such as interest rate movements or changes in
the  public  equity  markets,  in  order to determine whether an investment in a
private  company has been impaired or whether a private investment has increased
in  value.  The  value  of  investments in public securities is determined using
quoted  market  prices  discounted  for  restrictions  on  resale.

Realized  gains  (losses)  from  the  sale  of  investments and unrealized gains
(losses)  from  the  valuation of investments are reflected in operations during
the  period  incurred.

Determining  the  enterprise  value of a portfolio company, as if that portfolio
company  were to be sold in a "current sale," is a very complex process where we
must  analyze  the  historical  and projected financial results of the portfolio
company  and  analyze  the  public  trading  market  and  private  M&A market to
determine  appropriate  purchase  price  multiples.  In  addition,  a reasonable
discount  to the value of our securities must also be reflected when we may have
restrictions  such  as  vesting  periods  for  warrants  or  other  factors.

There  is  no  one  methodology to determine enterprise value.  Typically in the
private  equity  business, companies are bought and sold based upon multiples of
EBITDA, cash flow, revenues and in limited instances book value.  In determining
a  multiple  to  use  for valuation purposes, we look to private M&A statistics,
discounted  public  trading multiples or industry practices.  In determining the
right  multiple,  one  needs  to  consider  not only the fact that our portfolio
company  may be private relative to a peer group, but one must consider the size
and  scope  of  our portfolio company and its specific strengths and weaknesses.
In some cases, when a portfolio company is at EBITDA breakeven or slightly below
but  has  excellent  future  prospects,  the best valuation methodology may be a
discounted  cash  flow  analysis based upon future projections.  If a company is
distressed, a liquidation analysis may provide the best indication of enterprise
value.

Our  methodology includes the examination of, among other things, the underlying
investment  performance,  financial  condition,  and market-changing events that
impact  valuation.  Because  of  the  type  of  investments that we make and the
nature  of  our business, this valuation process requires an analysis of various
factors.  In  our  valuation  process, we use the AICPA's definition of "current
sale,"  which  means  an  "orderly  disposition over a reasonable period of time
between  willing  parties  other  than  in  a  forced  or  liquidation  sale."

                                       7


Specific  Considerations

The  valuation of illiquid private securities is inherently subjective, and as a
result  we  must  exercise good judgment in our valuation process.  The ultimate
goal is a reasonable estimate of fair value determined in good faith and applied
consistently.

When  we  are the controlling shareholder, the discount imposed should generally
be  less  than in the case of a minority position.  We may still contemplate the
need  to discount for the current state of the M&A market or restrictions we may
have  imposed  on  us  due  to our relationship with management or other capital
providers.

Ultimately,  we  refer  the  valuation  process  to  certified experts at annual
reporting  periods.  The  Board  of  Directors  reviews  the  experts report and
ratifies  their  reasonable  conclusions.

Equity  Securities

Equity  interests  in  portfolio  companies  for which there is no liquid public
market  are valued based on the enterprise value of the portfolio company, which
is  determined using various factors, including cash flow from operations of the
portfolio  company and other pertinent factors such as recent offers to purchase
a  portfolio  company's  securities or other liquidation events.  The determined
fair  values  are generally discounted to account for restrictions on resale and
minority  control  positions.

The value of the Company's equity interests in public companies for which market
quotations  are  readily available is based upon the closing public market price
for  the  last  day up to and including the balance sheet date.  Securities that
carry  certain  restrictions on sale are typically valued at a discount from the
public  market  value  of  the  security.

Loans  and  Debt  Securities

For  loans and debt securities, to the extent that we invest in them, fair value
generally  approximates cost unless the borrower's condition or external factors
lead  to  a  determination  of  fair  value  at a lower amount. When the Company
receives  nominal  cost  warrants  or  free  equity  securities  ("nominal  cost
equity"),  the  Company  allocates  its cost basis in its investment between its
debt  securities and its nominal cost equity at the time of origination. At that
time,  the  original issue discount basis of the nominal cost equity is recorded
by  increasing the cost basis in the equity and decreasing the cost basis in the
related  debt  securities.


Competition

Virtually all of our existing and potential competitors are substantially larger
and have considerably greater financial, technical, and marketing resources than
we  do  and,  due  to our current limited capital, it may be difficult for us to
compete  successfully with these other companies.  For example, some competitors
may  have  a  lower  cost  of  funds  and access to funding sources that are not
available  to  us.  In  addition,  some  of our competitors may have higher risk
tolerances  or  different risk assessments, which could allow them to consider a
wider  variety  of  investments  and  establish  more  relationships  than  us.
Furthermore,  many  of  our  competitors  are  not  subject  to  the  regulatory
restrictions  that  the  1940  Act  imposes  on  us  as  a  BDC.

Certain  Government  Regulations

We  operate  in  a  highly  regulated  environment.  The  following  discussion
generally  summarizes  certain  government  regulations  applicable  to business
development  companies.

                                       8


Business  Development  Company.

A  BDC is defined and regulated by the 1940 Act.  A BDC must be organized in the
United  States  for  the purpose of investing in or lending to primarily private
companies  and  making  managerial assistance available to them.  BDCs generally
are designed to provide stockholders with the ability to retain the liquidity of
a  publicly  traded  stock,  while  sharing in the possible benefits, if any, of
investing  in primarily privately owned companies.  As a BDC, we may not acquire
any  asset  other  than  "qualifying  assets"  unless,  at  the time we make the
acquisition,  the  value  of our qualifying assets represent at least 70% of the
value  of  our  total  assets.  The  principal  categories  of qualifying assets
relevant  to  our  business  are:

*    Securities purchased in transactions not involving any public offering, the
     issuer  of  which  is  an  eligible  portfolio  company;

*    Securities  received  in  exchange  for  or  distributed  with  respect  to
     securities  described  in  the  bullet above or pursuant to the exercise of
     options,  warrants  or  rights  relating  to  such  securities;  and

*    Cash, cash  items,  government  securities  or high quality debt securities
     (within the meaning of the 1940 Act), maturing in one year or less from the
     time  of  investment.

An  eligible  portfolio  company"  means  any  issuer  that:

     (A)  Is organized under the laws of, and has its principle business in, any
          state  or  states:

     (B)  Is neither  an  investment  company  as  defined  in  section 3 of the
          1940  Act  (other  than  a  Small business investment company which is
          licensed  by  the  Small  Business Administration to operate under the
          Small  Business  Investment  Act  of  1958 and which is a wholly owned
          subsidiary  of  the  business development company) nor a company which
          would  be  an  investment  company  except  for the exclusion from the
          definition  of investment company in section 3(c) of the 1940 Act, and

     (C)  Satisfies  one  the  following:

          (i)  It does  not  have  any  class  of  securities  with  respect  to
               which  a  member  of  a  national securities exchange, broker, or
               dealer  may  extend  or  maintain  credit  to  or  for a customer
               pursuant  to  rules  or  regulations  adopted  by  the  Board  of
               Governors  of  the  Federal Reserve System under section 7 of the
               Securities  Exchange  Act  of  1934;

          (ii) It is controlled  by  a  business  development  company,  either
               alone  or  as  part of a group acting together, and such business
               development  company  in  fact  exercises a controlling influence
               over  the  management  or  policies  of  such  Eligible Portfolio
               Company  and,  as  a  result  of  such control, has an affiliated
               person  who  is  a  director  of such Eligible Portfolio Company;

          (iii) It has  total  assets  of  not  more  than  $4,000,000,  and
               capital and surplus (shareholders' equity less retained earnings)
               of  not less than $2,000,000, except that the SEC may adjust such
               amounts  by  rule, regulation, or order to reflect changes in one
               or  more generally accepted indices or other indicators for small
               businesses;  or

          (iv) It meets  such  other  criteria  as  the  SEC  may,  by  rule,
               establish.

As a business development company, we are entitled to issue senior securities in
the form of stock or senior securities representing indebtedness, including debt
securities  and  preferred  stock,  as long as each class of senior security has
asset  coverage  of  at  least  200%  immediately  after each such issuance.  In
addition,  while  any  senior  securities  remain  outstanding,  we  must  make
provisions  to  prohibit any distribution to our stockholders unless we meet the
applicable  asset  coverage  ratio  at  the time of the distribution.  See "Risk
Factors."

We  may  also  be  prohibited under the 1940 Act from knowingly participating in
certain transactions with our affiliates without the prior approval of our Board
of  Directors  who are not interested persons and, in some cases, prior approval
by  the  SEC.

As  with  other  companies  regulated  by  the  1940 Act, a business development
company  must adhere to certain substantive regulatory requirements.  A majority
of our directors must be persons who are not interested persons, as that term is
defined  in  the  1940 Act.  Additionally, as a business development company, we
are  prohibited from protecting any director or officer against any liability to
us  or  our  stockholders  arising  from  willful  misfeasance, bad faith, gross
negligence  or  reckless disregard of the duties involved in the conduct of such
person's  office.

                                       9


We maintain a code of ethics that establishes procedures for personal investment
and  restricts  certain  transactions  by  our  personnel.  Our  code  of ethics
generally  does not permit investment by our employees in securities that may be
purchased  or  held  by  us.

We  may  not change the nature of our business so as to cease to be, or withdraw
our  election  as, a business development company unless authorized by vote of a
"majority  of the outstanding voting securities," as defined in the 1940 Act.  A
majority  of the outstanding voting securities of a company is defined under the
1940 Act as the lesser of: (i) 67% or more of such company's shares present at a
meeting  if  more  than  50%  of  the  outstanding
shares  of  such  company are present and represented by proxy or (ii) more than
50%  of  the  outstanding  shares  of  such  company.

We  expect  that we will be periodically examined by the SEC for compliance with
the  1940  Act.

Employees

As  of  March  24,  2006,  we  had  one full-time employee, not represented by a
union.  We  believe  that  our  relationship  with  our  employee  is  good.

Controls  and  Procedures

As  required by SEC rules, we have evaluated the effectiveness of the design and
operation  of  our  disclosure  controls and procedures at the end of the period
covered  by  this  report. This evaluation was carried out under the supervision
and  with  the  participation  of  our  management.  Based  on  this evaluation,
management  has  concluded  that  the  design  and  operation  of our disclosure
controls  and  procedures  are  effective. There were no changes in our internal
control  over  financial  reporting  or  in  other  factors that have materially
affected,  or  are  reasonably likely to materially affect, our internal control
over  financial  reporting.

Our  disclosure  controls and procedures are designed to ensure that information
required  to  be disclosed by us in the reports that we file or submit under the
Exchange  Act  is  recorded, processed, summarized and reported, within the time
periods  specified  in  the  SEC's  rules  and  forms.  Disclosure  controls and
procedures  include,  without  limitation,  controls  and procedures designed to
ensure  that  information  required to be disclosed by us in the reports that we
file  under  the Exchange Act is accumulated and communicated to our management,
including  principal  executive  officer  and  principal  financial  officer, as
appropriate,  to  allow  timely  decisions  regarding  required  disclosure.

Name  Changes

The Company filed for a change in name with the State of Florida on June 3, 2005
from  Sun Network Group, Inc. to Aventura VoIP Networks, Inc. and on October 19,
2005  from  Aventura  VoIP Networks, Inc. to Aventura Holdings, Inc. The Company
financial statements are presented as Aventura Holdings, Inc.  The NASD accepted
the  Aventura  Holdings, Inc. name change, assigned 053563 10 2 as our new CUSIP
and  AVNT  as  our  new  trading  symbol.

ITEM  2.  PROPERTIES

We  do not own any real estate or other physical properties materially important
to  our  operation.  Our  administrative  and  principal  executive  offices are
located at 2650 Biscayne Boulevard, 1st Floor, Miami, Florida 33137.  We believe
that  our  office facilities are suitable and adequate for our business as it is
contemplated  to  be  conducted.

ITEM  3.  LEGAL  PROCEEDINGS

 On  December  30,  2005, the Company filed a complaint in US District Court for
the  Southern  District  of  Florida against its former management and directors
alleging  inappropriate  issuance  of  Company  shares  to  themselves and their
affiliates.  On  March  22, 2006 the Company settled the lawsuit in exchange for
former  management's agreement to relinquish all rights to approve, authorize or
consent  to  current  managements  decisions  as  contained  in the LLC Purchase
Agreement  between  the  Company  and  the owners of Aventura Networks LLC.  The
Company believes the complaint had merit but did not wish to harm innocent third
parties  in  the  event  these  shares  were  further  distributed. Furthermore,
previous  management  refused  to  relinquish  their  aforementioned  rights and
indicated  their  intention to block our acquisition of Ohio Funding Group, Inc.
as  announced  in  our  February 21, 2006 Memorandum of Understanding and Intent
with  Horvath  Holdings,  LLC  unless  we  settled  by  dismissing  the lawsuit.

ITEM  4.  SUBMISSION  OF  MATTERS  TO  A  VOTE  OF  SECURITY  HOLDERS

No matters were submitted to a vote of security holders during our fourth fiscal
quarter  ended  December  31,  2005.

                                       10


                                     PART II


ITEM  5.  MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND
ISSUER  PURCHASES  OF  EQUITY  SECURITIES

Price  Range  of  Common  Stock

 Our  common stock is quoted by Over the Counter Bulletin Board under the symbol
"AVNT".  The  following  table  sets  forth  the high and low bid prices for our
common stock for the periods indicated, as reported by Over the Counter Bulletin
Board.  Such  quotations  reflect  inter-dealer  prices, without retail mark-up,
mark-down,  or  commissions,  and  may  not  necessarily  represent  actual
transactions.




                                                        BID
                                                        ---
                                                HIGH           LOW
                                               -------       -------
Year Ended December 31, 2005:
                                                 
                               First Quarter   $0.0090       $0.0030
                               Second Quarter  $0.0070       $0.0020
                               Third Quarter   $0.0034       $0.0008
                               Fourth Quarter  $0.0012       $0.0003

Year Ended December 31, 2004:

                               First Quarter   $0.0500       $0.0240
                               Second Quarter  $0.0450       $0.0200
                               Third Quarter   $0.0350       $0.0180
                               Fourth Quarter  $0.0150       $0.0030

Year Ended December 31, 2003:

                               First Quarter   $0.0600       $0.0200
                               Second Quarter  $0.0450       $0.0150
                               Third Quarter   $0.0300       $0.0150
                               Fourth Quarter  $0.0900       $0.0350





                                                                                      CLOSING
                                                                                     BID PRICE
Year Ended December 31, 2005:
                                                                                     Premium of      Premium or
                                                                                     High Sales   Discount of Low
                                                                                      Price to     Sales Price to
                                                          NAV 2     High      Low       NAV 3          NAV 3        Dividends
                                                        ---------  -------  -------  -----------  ----------------  ----------
                                                                                               
                               2nd Quarter (commencing
                               March 15, 2005) 1        $ 0.0033   $0.0450  $0.0200        1377%             612%   $        -
                               3rd Quarter              $ 0.0004   $0.0350  $0.0180        7871%            4048%   $        -
                               4th Quarter              $(0.0001)  $0.0150  $0.0030      -10861%           -2172%   $        -



1     Date  of  our  election  to  become  regulated  as  a  BDC  under  the  1940  Act.
2     NAV  per share is determined as of the last day in the relevant quarter and therefore may not reflect the NAV per share
      on  the  date  of  the high  and  low  sales  prices.  The  NAVs  shown  are  based  on  outstanding  shares  at  the
      end  of  each  period.
3     Calculated  as  of  the  respective  high  or  low  closing  sales  price  divided  by  the  quarter  end  NAV.


While  shares  of  our  common  stock currently trade in excess of our net asset
value,  there  can  be  no  assurance, however, that our shares will continue to
trade at such a premium (to net asset value).  On March 28, 2006, the last sales
price  of  our  common  stock  was  $0.0031.  As  of  March 28, 2006, there were
approximately  346  holders  of  record  of  our  common  stock.

Penny  Stock  Rules

The  SEC  has  adopted rules that regulate broker-dealer practices in connection
with  transactions in penny stocks. Penny stocks are generally equity securities
with  a  market  price  of  less than $5.00, other than securities registered on
certain national securities exchanges or traded on the NASDAQ system, if current
price  and volume information with respect to transactions in such securities is
provided  by  the  exchange  or  system.  The  penny  stock  rules  require  a
broker-dealer,  prior  to  a  transaction (by a person other than an established
customer  or  an  "accredited  investor")  in a penny stock, among certain other
restrictions, to deliver a standardized risk disclosure document prepared by the
SEC,  that:  (a)  contains  a description of the nature and level of risk in the
market  for  penny  stocks  in  both public offerings and secondary trading; (b)
contains a description of the broker's or dealer's duties to the customer and of
the rights and remedies available to the customer with respect to a violation of
such  duties or other requirements of the securities laws; (c) contains a brief,
clear,  narrative  description  of a dealer market, including bid and ask prices
for  penny  stocks  and  the  significance of the spread between the bid and ask
price;  (d)  contains a toll-free telephone number for inquiries on disciplinary
actions;  (e)  defines  significant  terms  in the disclosure document or in the
conduct  of trading in penny stocks; and (f) contains such other information and
is  in  such  form,  including language, type, size and format, as the SEC shall
require  by  rule  or  regulation.  In addition, the penny stock rules require a
uniform  two  day  waiting  period  following  delivery of the standardized risk
disclosure document and receipt of a signed and dated acknowledgement of receipt
of such disclosure document before the penny stock transaction may be completed.

The  broker-dealer  also  must provide, prior to effecting any transaction (by a
person  other  than  an  established  customer or an "accredited investor") in a
penny stock, the customer with (a) bid and offer quotations for the penny stock;
(b)  the  compensation  of  the  broker-dealer  and  its  salesperson  in  the
transaction; (c) the number of shares to which such bid and ask prices apply, or
other  comparable  information relating to the depth and liquidity of the market
for  such stock; and (d) a monthly account statement showing the market value of
each  penny  stock  held  in  the  customer's  account.

                                       11


In  addition,  the  penny  stock  rules require that prior to a transaction in a
penny stock not otherwise exempt from those rules; the broker-dealer must make a
special  written determination that the penny stock is a suitable investment for
the  purchaser and receive the purchaser's written acknowledgment of the receipt
of a risk disclosure statement, a written agreement as to transactions involving
penny  stocks,  and  a signed and dated copy of a written suitability statement.
These  disclosure  requirements  may  have  the  effect  of reducing the trading
activity  for  our  common  stock.  Therefore,  stockholders may have difficulty
selling  our  securities.

Dividends

We  have  never  declared  or paid cash dividends on our common stock and do not
anticipate  paying  cash  dividends  in  the  foreseeable future.  We anticipate
reinvesting  profits,  if  any,  into  the  business.  As of the end of our 2005
fiscal  year,  our  board  had  not  declared  any  dividends.

We  may  not  be  able  to  achieve operating results that will allow us to make
dividends  and  distributions  at  a specific level or to increase the amount of
these  dividends  and  distributions  from time to time.  In addition, we may be
limited  in  our  ability  to  make dividends and distributions due to the asset
coverage  test  for  borrowings  when applicable to us as a business development
company  under  the  1940 Act and due to provisions in future credit facilities.
If  we  do  not  distribute a certain percentage of our income annually, we will
suffer  adverse  tax  consequences,  including possible loss of our status as an
RIC.  We  cannot  assure  stockholders  that they will receive any dividends and
distributions  or  dividends  and  cash  or  stock distributions at a particular
level.

Recent  Sale  of  Unregistered  Securities

A.   On May  13,  2005  the Company granted 150,000,000 shares of its previously
     un-issued  unrestricted  free-trading  common  stock  to RTV Media Corp. an
     affiliate  of  outgoing  officer and director T. Joseph Coleman in exchange
     for settlement of loans totaling $103,500. The shares were valued at $0.007
     per  share  or  $1,050,000 on May 13, 2005. The difference between the loan
     and  value  of  the  securities  was  recorded  as  $946,500  in  non-cash
     compensation.  As  a  BDC,  the Company is not permitted to issue stock for
     services and believes this transaction is a violation of Section 23a of the
     Investment  Company  Act of 1940. In the event that this transaction is not
     permitted,  the  Company  intends to seek recovery of the shares improperly
     issued  and arrange alternate compensation to this recipient, if warranted.

B.   On May  26,  2005  the  Company  issued 20,000,000 shares of its previously
     un-issued  unrestricted  free-trading  common stock to Big Apple Consulting
     USA,  Inc. pursuant to a June 7, 2005 Consulting Agreement and recorded the
     issuance  as non-cash compensation valued at $0.004 per share or $80,000 of
     which  $48,000 was expensed. The term of the agreement was three months and
     the  agreement  was  cancelled  after  two  months.  6,000,000  shares were
     returned to the Company and retired. As a BDC, the Company is not permitted
     to issue stock for services and believes this transaction is a violation of
     Section  23a  of the Investment Company Act of 1940. In the event that this
     transaction  is  not permitted, the Company intends to seek recovery of the
     shares  improperly  issued  and  arrange  alternate  compensation  to  this
     recipient,  if  warranted.

C.   On May  26,  2005  the  Company  issued 30,000,000 shares of its previously
     un-issued  unrestricted  free-trading  common  stock  to the Coleman Family
     Trust  and  recorded the issuance as non-cash compensation valued at $0.004
     per  share  or  $120,000 which was expensed immediately. The Coleman Family
     Trust  is  believed to be owned and / or controlled by outgoing director T.
     Joseph  Coleman.  As a BDC, the Company is not permitted to issue stock for
     services and believes this transaction is a violation of Section 23a of the
     Investment  Company  Act of 1940. In the event that this transaction is not
     permitted,  the  Company  intends to seek recovery of the shares improperly
     issued  and arrange alternate compensation to this recipient, if warranted.

D.   On May  26,  2005  the  Company  issued 32,000,000 shares of its previously
     un-issued  unrestricted  free-trading  common stock to Vega 7 Entertainment
     and  recorded  the  issuance  as non-cash compensation valued at $0.004 per
     share  or  $128,000 which was expensed immediately. Vega 7 Entertainment is
     believed  to  be  owned  and / or controlled by outgoing director T. Joseph
     Coleman. As a BDC, the Company is not permitted to issue stock for services
     and  believes  this  transaction  is  a  violation  of  Section  23a of the
     Investment  Company  Act of 1940. In the event that this transaction is not
     permitted,  the  Company  intends to seek recovery of the shares improperly
     issued  and arrange alternate compensation to this recipient, if warranted.

                                       12


E.   On May  26,  2005  the  Company  issued 10,000,000 shares of its previously
     un-issued  unrestricted  free-trading  common  stock  to  Stephen  Kern and
     recorded  the  issuance as non-cash compensation valued at $0.004 per share
     or $40,000 which was expensed immediately. Stephen Kern was a consultant to
     the  Company  providing  investor  relations.  As a BDC, the Company is not
     permitted  to  issue  stock for services and believes this transaction is a
     violation  of  Section  23a  of  the Investment Company Act of 1940. In the
     event  that  this transaction is not permitted, the Company intends to seek
     recovery of the shares improperly issued and arrange alternate compensation
     to  this  recipient,  if  warranted.

F.   On May  26,  2005  the  Company  issued 15,000,000 shares of its previously
     un-issued  unrestricted  free-trading  common  stock  to  Peter  Klamka and
     recorded  the  issuance as non-cash compensation valued at $0.004 per share
     or  $60,000  which  was  expensed immediately. Peter Klamka was an outgoing
     director  of  the  Company. As a BDC, the Company is not permitted to issue
     stock  for services and believes this transaction is a violation of Section
     23a  of  the  Investment  Company  Act  of  1940.  In  the  event that this
     transaction  is  not permitted, the Company intends to seek recovery of the
     shares  improperly  issued  and  arrange  alternate  compensation  to  this
     recipient,  if  warranted.

G.   On May  26,  2005  the  Company  issued 20,000,000 shares of its previously
     un-issued  unrestricted  free-trading  common  stock  to  Mark  Rolland and
     recorded  the  issuance as non-cash compensation valued at $0.004 per share
     or $80,000 which was expensed immediately. Mark Rolland was a consultant to
     the  Company.  As  a  BDC,  the Company is not permitted to issue stock for
     services and believes this transaction is a violation of Section 23a of the
     Investment  Company  Act of 1940. In the event that this transaction is not
     permitted,  the  Company  intends to seek recovery of the shares improperly
     issued  and arrange alternate compensation to this recipient, if warranted.

H.   On May  26,  2005  the  Company  issued 35,000,000 shares of its previously
     un-issued  unrestricted  free-trading common stock to Wilshire Capital LTD.
     and  recorded  the  issuance  as non-cash compensation valued at $0.004 per
     share  or $140,000 which was expensed immediately. Wilshire Capital LTD. is
     believed  to  be  owned  and / or controlled by outgoing director T. Joseph
     Coleman. As a BDC, the Company is not permitted to issue stock for services
     and  believes  this  transaction  is  a  violation  of  Section  23a of the
     Investment  Company  Act of 1940. In the event that this transaction is not
     permitted,  the  Company  intends to seek recovery of the shares improperly
     issued  and arrange alternate compensation to this recipient, if warranted.

I.   On May  26,  2005  the  Company  issued 10,000,000 shares of its previously
     un-issued  unrestricted  free-trading  common  stock  to RTV Media Corp. an
     affiliate  of  outgoing officer and director T. Joseph Coleman and recorded
     the issuance as non-cash compensation valued at $0.004 per share or $40,000
     which  was  expensed immediately. As a BDC, the Company is not permitted to
     issue  stock  for  services and believes this transaction is a violation of
     Section  23a  of the Investment Company Act of 1940. In the event that this
     transaction  is  not permitted, the Company intends to seek recovery of the
     shares  improperly  issued  and  arrange  alternate  compensation  to  this
     recipient,  if  warranted.

                                       13


J.   On May  27,  2005, the Company entered into a Stock Purchase Agreement with
     Dutchess  Private  Equities  Fund  II,  L.P.  (Dutchess) to sell up to five
     million  dollars  ($5,000,000)  of  the  Company's  previously  un-issued
     unrestricted free-trading common stock over a twenty four (24) month period
     in  accordance  with  the offering circular under Regulation E (file number
     095-00254).  The  terms  of  the agreement call for the Company to submit a
     draw request to Dutchess then transfer a number of shares to Dutchess based
     upon  the  draw  amount  and  current market value of the Company's shares.
     Dutchess  is  then entitled to sell the shares at market to recoup the draw
     amount  plus  a  fifteen  percent  (15%)  profit.  If  Dutchess  has shares
     remaining after recouping the draw amount and fifteen percent (15%) profit,
     Dutchess  is  obligated  to  return the remaining shares to the Company. If
     Dutchess  sells  all  of  the  transferred shares before recouping the draw
     amount  and  fifteen percent (15%) profit the Company is obligated to issue
     additional  shares  to  Dutchess  until the draw amount and fifteen percent
     (15%)  profit are received by Dutchess. There is an anti-dilution paragraph
     (8.4)  in  the  June 7, 2005 LLC Interest Purchase Agreement which entitles
     the  sellers  of  Aventura  Networks, LLC to additional shares in the event
     additional  shares  are  issued to Dutchess relating to the initial draw of
     this Stock Purchase Agreement. By virtue of the LLC Purchase Agreement, the
     former owner of Aventura Networks LLC is entitled to 5 times the additional
     shares  issued  to  Dutchess  in  the  event  additional  shares are issued
     pursuant  to  the  initial  draw. The May 27, 2005 Stock Purchase Agreement
     also grants Dutchess right of first refusal for the issuance of new Company
     securities  and  penalties  for  non-compliance  with  the  terms  of  the
     agreement. The Company was in violation of provisions of the Stock Purchase
     Agreement  relating  to  the  timeliness of the filing of the June 30, 2005
     quarterly  report  (Form  10-Q). Dutchess waived penalties as the delay was
     related  to  actions  of  past management and outside of the control of the
     Company.  The  initial draw occurred on May 27, 2005 in the amount of three
     hundred  fifteen  thousand  dollars  ($315,000).  The  Company  transferred
     seventy  five  million  (75,000,000)  previously  un-issued  unrestricted
     free-trading  shares  to  Dutchess. On June 3, 2005 the Company's portfolio
     investee  Aventura  Networks, LLC received two hundred ninety nine thousand
     nine  hundred  twenty  five dollars ($299,925) directly from Dutchess after
     deduction  of fifteen thousand dollars ($15,000) for legal fees and seventy
     five dollars ($75) in bank fees from the initial draw. The fifteen thousand
     dollars ($15,000) is treated as a direct financing cost asset and amortized
     to  operations based on the ratio of Dutchess proceeds from sale of Company
     shares  issued  to them compared to the total liability payable with common
     stock.  On September 28, 2005 Dutchess received an additional fifty million
     (50,000,000)  previously  un-issued  unrestricted  free-trading  shares, an
     additional  fifty  million  (50,000,000)  previously un-issued unrestricted
     free-trading  shares  on  November  3, 2005 and an additional sixty million
     (60,000,000)  previously  un-issued  unrestricted  free-trading  shares  on
     December  29,  2005 towards satisfaction of the obligations for the initial
     draw  amount  and  the  Company's  Board  approved the issuances. The stock
     purchase  transaction  is recorded as a liability payable with common stock
     due to the criteria of FASB Statement 150 (Accounting for Certain Financial
     Instruments  with  Characteristics  of  both Liabilities and Equity (Issued
     5/03))  at  the  fair value of the total guaranteed return of $362,250. The
     $47,250  difference  between  the  $362,250  and the $315,000 investment is
     treated  as  a  deferred financing cost. As of December 31, 2005 $40,544.53
     has  been  amortized  as  a  cost  of  financing.  For  financial reporting
     purposes,  all  shares  issued  to  Dutchess  are  not considered issued or
     outstanding until a final settlement date is achieved. At December 31, 2005
     however  the issued shares to Dutchess are considered dilutive for purposes
     of  the  computation  of  diluted  earnings  per share. In February 2006 an
     additional  fifty  million  (50,000,000)  previously un-issued unrestricted
     free-trading  shares  were  issued  to  Dutchess  and in March 2006 a final
     fifteen million (15,000,000) previously un-issued unrestricted free-trading
     shares  were issued to Dutchess. After Dutchess sold the last of the shares
     issued  in  March 2006 our loan balance was $978.11. Aventura Networks, LLC
     issued  a  check  to Dutchess on behalf of the Company to fully satisfy the
     debt.  Immediately  after  satisfying our Debt with Dutchess we exchanged a
     mutual  release.

K.   On June  7,  2005  the  Company issued 880,000,000 shares of its previously
     un-issued  restricted  common  stock  in  an  exempt  issuance  to Aventura
     Holdings,  Inc.  -  old in exchange for 100% interest in Aventura Networks,
     LLC.  The  shares  were  valued at $0.00091 per share based on a discounted
     quoted  trading  price.  The  investment  is  reflected  on  the  financial
     statements  at  $800,724.  Aventura  Holdings,  Inc.  - old distributed its
     shares  and  anti-dilution  rights  to its sole shareholder (Melissa Apple,
     Trustee  of  the  Maria  Lopez  Irrevocable  Trust UTD March 29, 2004) then
     merged  with  the Company on October 17, 2005. The Company adopted the name
     Aventura  Holdings,  Inc.  -  new  and  Aventura  Holdings,  Inc. - old was
     dissolved.

L.   On December  29,  2005  the  Company  issued  500,000,000  shares  of  its
     previously  un-issued  restricted  common  stock  in  an exempt issuance to
     Melissa  Apple,  Trustee of the Maria Lopez Irrevocable Trust UTD March 29,
     2004  as  additional  shares due the owners of Aventura Networks, LLC under
     the  anti-dilution  provision  contained  in  the May 27, 2005 LLC Purchase
     Agreement  (See Item  5J  and  5K).

M.   On December  29,  2005  300,000,000  additional shares of restricted common
     stock  became  issuable  under  the anti-dilution provision of the Aventura
     Networks,  LLC  Purchase  Agreement  (See Item 5J  and  5K).

ITEM  6.  SELECTED  FINANCIAL  DATA

The  Statement  of Operations, Per Share, and Balance Sheet data for the periods
ended  December  31,  2005,  and 2004, are derived from our financial statements
that  have  been  audited  by  Salberg & Company, PA, our independent registered
public  accounting  firm.  This  selected  financial  data  should  be  read  in
conjunction  with  our  financial  statements  and  related  notes  thereto  and
"Management's  Discussion  and  Analysis  of  Financial Condition and Results of
Operations"  included  elsewhere  in  this  Annual  Report.

                                       14


ITEM  7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF  OPERATIONS

The  following  analysis  of  our  financial condition and results of operations
should  be  read  in  conjunction  with  our  financial statements and the notes
thereto  contained  elsewhere  in  this Annual Report.  We may use words such as
"anticipates,"  "believes,"  "expects,"  "intends",  "will", "should," "may" and
similar expressions to identify forward-looking statements.  Such statements are
based  on  currently  available operating, financial and competitive information
and  are  subject  to  various  risks  and uncertainties that could cause actual
results  to  differ  materially  from  our historical experience and our present
expectations.  Undue  reliance  should  not  be  placed  on such forward-looking
statements, as such statements speak only as of the date on which they are made.
Should  one  or  more  risks  or  uncertainties  occur,  or  should  underlying
assumptions  prove  incorrect,  actual results may vary materially and adversely
from  those  anticipated,  believed,  expected,  planned,  intended,  estimated,
projected  or otherwise indicated. We caution you not to place undue reliance on
these  forward-looking  statements,  which  we  have made as of the date of this
Annual  Report  on Form 10-K. We undertake no duty to update any forward-looking
statements  made herein.  Additional information regarding these and other risks
and  uncertainties is also contained in our other periodic filings with the SEC.

Certain  statements  in  this report that relate to estimates or expectations of
our  future  performance  or financial condition may constitute "forward-looking
statements."  The  forward-looking  statements  involve risks and uncertainties,
including,  but  not  limited  to,  statements  as  to:

*   our  future  operating  results;

*   our  business  prospects  and  the  prospects  of  our  portfolio companies;

*   the  impact  of  investments  that  we  expect  to  make;

*   the  dependence  of our future success on the general economy and its impact
    on  the  industries  in  which  we  invest;

*   the  ability  of  our  portfolio  companies  to  achieve  their  objectives;

*   our  expected  financings  and  investments;

*   the  adequacy  of  our  cash  resources  and  working  capital;  and

*   the  timing  of  cash  flows,  if  any, from the operations of our portfolio
companies.

Overview

Aventura  Holdings,  Inc. ("Aventura", "we", "us", "our", or the "Company") is a
publicly  held  Miami,  Florida  based  Business  Development Company engaged in
making  investments  in  operating  companies  that  desire  to  go  public  or
engage  in  a  liquidity  event  but  that  otherwise  lack  the  institutional
infrastructure,  capital  resources,  or  management
expertise  necessary  to  accomplish such liquidity events.  For many companies,
going public or engaging in a liquidity event is a challenging process.  We have
developed  investment  and due diligence processes that we believe will allow us
to  identify  companies that possess the qualities and characteristics necessary
to  undertake  such  liquidity  events  successfully.

On  March 15, 2005, we filed Form N-54A with the SEC and elected to be regulated
as  a  BDC  pursuant  to  Section 54 of the Investment Company Act of 1940. As a
result  of  our  new status, we now operate as an investment company and plan to
announce  a  number of investments in the future, each of which will be designed
to build an investment portfolio and enhance the Company's shareholder value. It
was  our  intention  to  provide  capital  and  advisory services for management
buyouts,  recapitalizations, and the growth and capital needs of emerging growth
companies. As a BDC, we expect to derive our revenues through direct investments
into  private  companies,  start-up  companies,  and  through  the opportunities
provided  by turn around companies. Additionally, we intend to provide fee based
business  expertise  through  in-house  consultants  and  contract  consultants.

As  a  BDC,  we  can be structured in a manner more consistent with our business
strategy.  As a result, we believe we were positioned to raise capital in a more
efficient  manner  and to develop and expand our business interests.  We did not
intend  to limit potential investments to just one line of business or industry,
as the investments, in total, will enhance value to stockholders through capital
appreciation  and  payments  of  dividends  to  us  by  our  investee companies.

                                       15


BDC  regulation  was created in 1980 by Congress to encourage the flow of public
equity  capital  to  private  and  small  public companies in the United States.
BDCs,  like  all  closed-end funds (and mutual funds), are regulated by the 1940
Act.  BDCs  report to stockholders like traditional operating companies and file
regular  quarterly  and  annual reports with the SEC.  BDCs are required to make
available  significant  managerial  assistance  to  their  portfolio  companies.

On  March  7,  2006  management  completed its offering under Regulation 1-E and
recommended  the  Board  file  a  Preliminary Information Statement to propose a
shareholder  vote  to withdraw its BDC election. Pending the Board's concurrence
and completion of the Preliminary Information Statement, the Company will file a
Definitive  Information Statement setting the shareholder meeting to vote on the
BDC  withdrawal.  Assuming  shareholder  approval the Company will file Form 54C
notifying  the  Commission that pursuant to provisions of form 54(c), we will be
withdrawing  our  election  to  be  subject  to  Sections  55  through 65 of the
Investment  Company  Act.

The  results  of  operations for 2005 are divided into two periods.  The two and
one half month period, representing the period January 1, 2005 through March 15,
2005,  reflects the Company's results prior to operating as a BDC.  The nine and
one  half  month  period from March 15, 2005 through December 31, 2005, reflects
our  results  as  a  BDC.
Accounting  principles  used  in  the  preparation  of  the financial statements
beginning  March  15,  2005  are  different  from  those  of  prior periods and,
therefore,  the  financial  position and results of operations of this period is
not  directly  comparable.  The  primary  differences  in  accounting principles
relate  to  the  carrying  value  of  investments  -
see  corresponding  notes  later  for  further  discussion.

As  reflected  in  the  accompanying financial statements, we have a net loss of
$2,782,265 from March 16, 2005 through December 31, 2005 as a BDC, a net loss of
$178,840  from January 1, 2005 through March 15, 2005 prior to election as a BDC
and  net  cash  used  in  operations of $184,906 for the year ended December 31,
2005.  Additionally,  we  have  a  working  capital  deficiency  of  $20,355,  a
stockholders'  deficiency  of $320,368 and an accumulated deficit of $11,407,252
at  December  31,  2005.

Our  ability  to  continue  as  a  going  concern is dependent on the ability to
further  implement  our business plan, raise capital, and generate revenues.  We
presently  do  not  have sufficient revenues to cover our incurred expenses. Our
management recognizes that we must generate additional resources to enable us to
pay  our  obligations as they come due, and that we must ultimately successfully
implement our business plan and achieve profitable operations.  We cannot assure
you  that we will be successful in any of these activities.  Should any of these
events not occur, our financial condition will be materially adversely affected.

The  time  required  for  us  to  become  profitable  from  operations is highly
uncertain,  and  we  cannot assure you that we will achieve or sustain operating
profitability  or  generate  sufficient  cash  flow  to meet our planned capital
expenditures,  working  capital  and debt service requirements. If required, our
ability  to  obtain additional financing from other sources also depends on many
factors  beyond  our control, including the state of the capital markets and the
prospects  for  our  business.  The  necessary  additional  financing may not be
available  to  us or may be available only on terms that would result in further
dilution  to  the  current  owners  of  our  common  stock.

We  cannot assure you that we will generate sufficient cash flow from operations
or  obtain  additional  financing  to meet scheduled debt payments and financial
covenants.  If  we  fail  to  make any required payment under the agreements and
related  documents  governing  our  indebtedness  or  fail  to  comply  with the
financial  and  operating  covenants  contained in them, we would be in default.
The  financial statements do not include any adjustments to reflect the possible
effects  on  recoverability  and  classification  of  assets  or the amounts and
classification  of  liabilities,  which  may  result  from  the inability of the
Company  to  continue  as  a  going  concern.

                                       16


Recent  Developments

On February 23, 2006, the Company announced that it entered into a Memorandum of
Understanding and Intent (MOU) with Horvath Holdings, LLC to acquire 30% of Ohio
Funding  Group,  Inc.  in  exchange for 200,000,000 shares of restricted Company
stock.  Integrated  into  the MOU is a one year option for Horvath to purchase a
controlling  interest  in  Aventura through the sale of other Horvath controlled
entities to Aventura either in a single transaction or a series of transactions.

Once  we  enter  into  a binding agreement with Horvath Holdings, LLC our future
operating  business  and ownership will change. Therefore, management determined
that  continuing  as a BDC is not practical or appropriate and that it is in the
Company's  best  interest to un-elect BDC status in the second fiscal quarter of
2006. Un-electing  this  status requires a shareholder vote but, inasmuch as one
shareholder  holds  a majority of our stock, we have determined that we can make
this election upon submitting the matter to this one shareholder and then filing
an  information  statement  (a "Form 14C"). Therefore, in order to withdraw from
its  BDC  status,  the  Company  will  first  be  required  to  file  a Form 14C
Preliminary  Information  Statement  regarding  the proposed shareholder vote to
withdraw its BDC election, and any other matters to be voted on by shareholders.
The  company will not be seeking proxies as the Company believes that a majority
of its outstanding stock is controlled by one shareholder who will vote in favor
of the BDC withdrawal. Upon completion of the Preliminary Information Statement,
the  Company will then file a Form 14C Definitive Information Statement, setting
the  shareholder  meeting  to  vote on the BDC withdrawal. The Company will then
hold the shareholder meeting. Assuming majority shareholder approval to withdraw
the  BDC  election,  the  Company  will  then  file  a  Form N-54C notifying the
Securities  and  Exchange Commission that, pursuant to the provisions of Section
54(c), it is withdrawing its election to be subject to Sections 55 through 65 of
the Investment Company Act. Upon completion of this process, the Company will no
longer  be  subject  to  the  Investment  Company  Act  but  will continue as an
operating  reporting public company, and will still be subject to the Securities
Exchange Act of 1934. Under the rules of the Securities and Exchange Commission,
the election to terminate status as a BDC cannot become effective until at least
20 days after the accompanying Information Statement has been distributed to the
stockholders  of  the Company. We expect the termination of such status, and the
appropriate filing to be made with the Securities and Exchange Commission, on or
about  April  25,  2006.

Management  conducted  its  due  diligence on Ohio Funding Group, Inc. and other
Horvath  Holdings,  LLC  investments.  Horvath  owns  and  operates  successful
automobile  dealerships  and  finance  companies  concentrating in the sub-prime
market.  Horvath  executives  have  decades  of  automobile  industry experience
including  key  public  company  positions.  If  Horvath  exercises their option
discussed  in  our  MOU  and  takes  control  of Aventura, we expect to pursue a
different  business  model  consistent  with their experience including possible
further  acquisitions  within  the  automobile industry. We believe management's
plan  will  allow  the  Company  to  continue  as  a  going  concern.

Going  Concern

As  discussed  in  Note  2  to the financial statements, the Company's recurring
losses  from operations, net loss of $2,782,265 for the nine and one half months
ended  December  31,  2005  as a BDC; a net loss of $178,840 for the two and one
half months ended March 15, 2004 prior to election as a BDC and net cash used in
operations  of  $184,906  for  the year ended December 31, 2005; working capital
deficiency of $20,355, a stockholders' deficiency of $320,368 and an accumulated
deficit  of  $11,407,252 at December 31, 2005, raise substantial doubt about our
ability  to continue as a going concern. Our financial statements do not include
any  adjustments  to  reflect  the  possible  effects  on  recoverability  and
classification  of  assets or the amounts and classification of liabilities that
may  result  from  our  inability  to  continue  as  a  going  concern.

Critical  Accounting  Estimates  and  Policies

The  methods,  estimates,  and  judgment  we  use  in applying our most critical
accounting  policies  have  a significant impact on the results we report in our
financial statements.  The SEC has defined the most critical accounting policies
as  the ones that are most important to the portrayal of our financial condition
and results, and require us to make our most difficult and subjective judgments,
often  as  a result of the need to make estimates of matters that are inherently
uncertain.  Based  upon  this  definition,  our  most critical estimates include
valuation of common stock for services, the valuation of our investments and the
valuation  allowance for deferred tax assets.  We also have other key accounting
estimates  and  policies, but we believe that these other policies either do not
generally require us to make estimates and judgments that are as difficult or as
subjective,  or  it is less likely that they would have a material impact on our
reported  results  of operations for a given period.  For additional information
see  Note  3  "Summary  of  Significant Accounting Policies" in the notes to our
audited financial statements contained in our Annual Report on Form 10-K for the
year  ended  December  31,  2005.  Although  we  believe  that our estimates and
assumptions are reasonable, they are based upon information presently available.
Actual  results  may  differ  significantly  from  these  estimates.

                                       17


Fair  Value  of  Financial  Instruments

We  define  the  fair value of a financial instrument as the amount at which the
instrument  could be exchanged in a current transaction between willing parties.
The  carrying  value  of  accounts  receivable,  accounts  payable  and  accrued
liabilities  approximates  fair  value  because  of  the short maturity of those
instruments.  The  estimated  fair  value  of our other obligations is estimated
based  on  the  current  rates  offered  to us for similar maturities.  Based on
prevailing  interest  rates  and  the  short-term  maturity  of  all  of  our
indebtedness,  management  believes  that  the  fair  value  of  our obligations
approximates  book  value  at  December  31,  2005.

Valuation  of  Common  Stock  Issued  For  Services

The  Company  issued  common  stock  to  several  parties during the years ended
December  31,  2005  and  2004.  For  all  of  these  issuances,  valuation  was
determined  based  upon  the  stock  closing  price  on  the  date  of  grant.

Valuation  of  Investments

As  a  business development company, the Company's business plan calls for it to
invest  primarily  in  illiquid securities issued by private companies ("Private
Investments").  These  Private Investments are generally subject to restrictions
on  resale and generally have no established trading market.  The Company values
its  Private  Investments  at  fair  value  as  determined  in good faith by the
Company's  board  of directors in accordance with the Company's valuation policy
during  interim  reporting periods and annually by an independent valuation firm
with Board ratification.  The Company determines fair value to be the amount for
which  an  investment  could be sold in an orderly disposition over a reasonable
period  of  time  between  willing parties other than in a forced or liquidation
sale.  The  Company's valuation policy is intended to provide a consistent basis
for  establishing  the  fair  value  of  the
portfolio.  The Company intends to record unrealized depreciation on investments
when  it  believes  that  an  asset  has
been  impaired  and  full  collection  for  the loan or realization of an equity
security  is  doubtful.  Conversely,  the  Company  intends to record unrealized
appreciation  if it has a clear indication that the underlying portfolio company
has  appreciated  in  value  and,  therefore,  the  Company's  security has also
appreciated  in  value.  Under  this  valuation  policy,  the  Company  does not
consider  temporary  changes  in  the  capital  markets,  such  as interest rate
movements or changes in the public equity markets, in order to determine whether
an  investment  in  a  private  company
has  been  impaired or whether a private investment has increased in value.  The
value  of  investments  in  public  securities is determined using quoted market
prices  discounted  for  restrictions  on  resale.

Realized  gains  (losses)  from  the  sale  of  investments and unrealized gains
(losses)  from  the  valuation of investments are reflected in operations during
the  period  incurred.

Valuation  Allowance  For  Deferred  Tax  Assets  And  Liabilities

In  assessing  the  recoverability  of  deferred  tax  assets  and  liabilities,
management considers whether it is more likely than not that some portion or all
of  the  deferred  tax  assets  and  liabilities  will  be  realized.


                            AVENTURA HOLDINGS, INC.
                        (F/K/A SUN NETWORK GROUP, INC.)
                            STATEMENTS OF OPERATIONS


                                               POST BDC ELECTION  PRE BDC ELECTION  FOR THE YEAR  FOR THE YEAR
                                                   FROM MARCH 16  FROM JANUARY 1      ENDED            ENDED
                                                THRU DECEMBER 31   THRU MARCH 15    DECEMBER 31     DECEMBER 31
                                                  --------------  --------------  --------------  --------------
                                                       2005             2005           2004            2003
                                                  --------------  --------------  --------------  --------------
                                                                                       
INVESTMENT AND PRE-BDC OPERATING INCOME:

 Operating Revenues - Pre-BDC                     $           -   $       5,000   $       8,090   $      42,398
 Investment Income - Portfolio Investments
  Dividends                                                   -             N/A             N/A             N/A
  Interest                                                    -             N/A             N/A             N/A

EXPENSES:

  Compensation                                          979,500               -       1,547,708         153,486
  Amortization                                                -               -               -          10,192
  Bad debt                                               50,912                          10,000           6,600
  Consulting                                            664,000         149,000       2,209,725         162,177
  Debenture penalties                                         -               -          30,000         485,245
  Debt issuance cost amortization                             -               -          92,400          13,000
  Impairment loss                                             -               -               -          20,910
  Investor Relations                                     42,852               -               -               -
  Professional Fees                                      66,820           2,729          33,603          74,387
  Finance cost                                           40,545                               -               -
  General & Administrative Expenses                      36,912          34,960         159,676         135,799
                                                  --------------  --------------  --------------  --------------

 Total Expenses                                       1,881,541         186,689       4,083,112       1,061,796
                                                  --------------  --------------  --------------  --------------

 Net Investment and Pre-BDC Operating Loss           (1,881,541)       (181,689)     (4,075,022)     (1,019,398)

REALIZED AND UNREALIZED GAIN (LOSS) FROM
INVESTMENTS AND OTHER INCOME (EXPENSES) - PRE-BDC:

  Unrealized (loss) on investments                     (900,724)            N/A             N/A             N/A
  Settlement expense                                          -               -        (144,527)        (36,500)
  Interest expense                                            -               -         (58,812)       (329,965)
  Interest income                                             -               -               -           6,600
  Loss on foreclosure of loan payable                         -               -      (1,008,885)              -
  Recovery of bad debt                                        -           2,849           9,462          19,129
                                                  --------------  --------------  --------------  --------------
Total Other Income and (Expenses) - Pre-BDC            (900,724)          2,849      (1,202,762)       (340,736)

  Minority Interest in Subsidiary Loss                        -               -               -           5,097

NET LOSS                                          $  (2,782,265)  $    (178,840)  $  (5,277,784)  $  (1,355,037)
                                                  ==============  ==============  ==============  ==============

NET LOSS PER SHARE:

 Net Loss Per Common Share -
  Basic and Diluted                               $           -   $           -   $       (0.03)  $       (0.04)
                                                  ==============  ==============  ==============  ==============

 Weighted Average Common Shares Outstanding -
  Basic and Diluted                               1,959,700,621     323,657,813     172,367,734      30,210,585
                                                  ==============  ==============  ==============  ==============


Note:  To  help  the  reader  better  understand  our  2005  results,  2005 is a
combination  of the nine and one half months ended December 31, 2005 (operations
as a BDC) and the two and one half months ended March 15, 2005 (operations prior
to  becoming  a  BDC).  All references to 2004 and 2003 represent the year ended
December  31,  2004  and  2003  as  operations  prior  to  becoming  a  BDC.

2005  versus  2004

Revenues:


Revenue  decreased  $4,090  or  51%,  to  $5,000  for 2005 from $8,090 for 2004.

                                       18


Operating  Expenses:

Operating  expenses  decreased  $2,014,882,  or 49%, to $2,068,230 for 2005 from
$4,083,112  for  2004.  The  decrease  was  primarily the result of a $1,396,725
decrease in consulting and a $568,208 decrease in compensation.  The decrease in
consulting  and  compensation  was  primarily  from  the  issuance  of stock for
services.

Income  Tax  Expense:

Income  tax  expense  was not accrued in 2005 or 2004.  The Company continues to
suffer  net  losses  and the certainty of benefiting from the income tax effects
from  the  net  losses  is  unclear  due  to  our ability to continue as a going
concern.

Unrealized  Loss  on  Investments:

We  reported  an  unrealized  loss  of  $900,724  resulting  from the unrealized
decrease  in  the  carrying  value  of our investments at December 31, 2005.  At
December  31,  2004  we did not account for investments in the same manner as we
did  in  2005  as  a  BDC.

Loss  on  Foreclosure  of  Loan  Payable

We  incurred  a  loss  when  our creditor foreclosed on collateralized shares in
2004.  The  loss  was the difference between the fair market value of the shares
and  the  value  of  the  debt.

As  a  result  of these factors, we reported a net loss of $2,9611,105 or $(nil)
per  share  for  the  year  ended December 31, 2005 as compared to a net loss of
$5,277,784  or  ($.03)  per  share  for  the  year  ended  December  31,  2004.

2004  versus  2003

Revenue:

Revenues  for  the  year  ended  December  31,  2004  were $8,090 as compared to
revenues  for  the year ended December 31, 2003 of $42,398 and were derived from
our  consolidated  subsidiary,  Radio  X  Network.

Operating  Expenses:

Compensation  was  $1,547,708  for  the year ended December 31, 2004 compared to
$153,486  for  the  comparable  period  in  2003. Compensation relates solely to
compensation  under  our  employment agreement with our president and additional
stock  based  compensation  valued  at  $1,410,500 in the third quarter of 2004.
Additionally, in May 2004, the Company recorded additional non-cash compensation
of  $57,208  due  to  the  issuance  of  10,000,000  common  shares  for accrued
compensation.

Amortization  of  radio  programs of $0 and $10,192 for the years ended December
31,  2004  and  2003,  respectively,  results from amortizing the radio programs
intangible  assets  that resulted from the investment by our subsidiary, RadioTV
Network,  Inc,  in  the  Radio  X  Network.

Consulting  expense for the year ended December 31, 2004 was $2,209,725 compared
to $162,177 for the year ended December 31, 2003. During the year ended December
31,  2004,  consulting  expense  related  to  the  issuance  of common stock for
services  to  outside  consultants.

The  debenture  penalty of $30,000 and $485,245 for the years ended December 31,
2004 and 2003, respectively, represents the accrued penalty under the provisions
of  the convertible debentures. The penalties relate to the deadlines associated
with  the  Company  filing  a  Registration  Statement  in  connection  with the
convertible  debentures  and  liquidated  damages  penalty for not having enough
authorized  shares to allow for the issuance of all dilutive securities based on
a  formula as stipulated in the debenture agreement and a default penalty on the
June  28,  2003  and  August  8,  2003  maturity  of  $500,000  of  debentures.

                                       19


The  debt  issue  cost  amortization  of $92,400 and $13,000 for the years ended
December  31,  2004  and  2003, respectively, represents the amortization of the
cost  we  incurred  to raise debt capital. These fees are recorded debt discount
and  amortized  over  the  loan  term. Due to the foreclosure (see below) of the
$824,000  loan  payable  in  2004,  the entire unamortized portion of these debt
discounts  were  expensed  during  the  year  ended  December  31,  2004.

For  the  year  ended  December  31, 2003, the Company had an impairment loss of
$20,910  as  compared to $0 for the year ended December 31, 2004. The impairment
relates to certain capital stock received in a German private company in lieu of
a  refund  of  a  prepaid expense paid to a service provider. Since there was no
objective valuation data supporting the value of the capital stock received, the
Company  elected  to  impair  this  asset.

Professional  fees for the year ended December 31, 2004 were $33,603 compared to
$74,387  for the year ended December 31, 2003. The decrease is primarily related
to  accounting  and  legal,  audit  and  registration statement related services
regarding  our  filing  a  SB-2  in  the  2003  period.

Other  selling,  general  and administrative expenses were $159,676 for the year
ended  December 31, 2004 as compared to $135,799 for the year ended December 31,
2003. The increase in expenses is primarily due to an increase in travel related
expense  for  the  year  ended  December  31, 2004 as compared to the year ended
December  31,  2003.

Interest  expense  was  $58,812 for the year ended December 31, 2004 compared to
$329,965 for the year ended December 31, 2003. Interest expense is attributed to
the  loan  payable  and  the convertible debenture offering and includes accrued
interest  of the convertible debentures and amortization of the debt discount as
well  as  accrued  interest  on the convertible debentures due to the default on
payment.

For  the  year  ended  December  31,  2004,  we recognized settlement expense of
$144,527  related  to the redemption of the debentures. On February 4, 2003, the
Company settled a lawsuit by issuing 1,000,000 common shares and $6,500 in cash.
The  shares  were  valued  at the quoted trading price of $0.03 per share on the
settlement  date  resulting  in  a  total  settlement  expense  of  $36,500.

For the year ended December 31, 2004, we recognized a loss on the foreclosure of
our loan payable in the amount of $1,008,885. We defaulted on the $824,000 loans
payable  in  June  and  October  2004  due  to  non-payment of required interest
payments.  In November 2004, the lender took possession of 56,000,000 collateral
common  shares.  As  a result of this foreclosure by the lender, we recorded the
value  of  the  56,000,000 shares of $1,869,000 and removed the loan payable and
accrued  interest balances of $824,000 and $36,115, respectively, resulting in a
loss  on  foreclosure  of  $1,008,885.  The  value  of the 56,000,000 shares was
determined using the market price of the shares on the date they were granted as
collateral.

As a result of these factors, we reported a net loss of $5,277,784 or $(.03) per
share  for  the  year  ended  December  31,  2004  as  compared to a net loss of
$1,355,037  or  ($.04)  per  share  for  the  year  ended  December  31,  2003.

Income  Tax  Expense:

Income  tax  expense  was not accrued in 2004 or 2003.  The Company continues to
suffer  net losses.  It is not certain whether the Company will benefit from the
carry-forward  of  these  cumulative net losses for the income tax effects to be
realized  due  to  our  ability  to  continue  as  a  going  concern.

Liquidity  and  Capital  Resources:

Cash was $0 at December 31, 2005 as compared to $19,852 at December 31, 2004 and
working  capital deficit was $20,355 at December 31, 2005 as compared to $51,011
at December 31, 2004.  The decrease in the working capital deficit was primarily
the  result  that  in  2005  the  Company  decreased  its current debt utilizing
non-current  financing.  Net  assets decreased $231,230 from $89,138 at December
31,  2004  to  a  net liability position of $320,368 at December 31, 2005.  As a
result,  the  Company  may not be in compliance with the 1940 Act asset coverage
requirements  for  a  BDC.

                                       20


Operating  Activities

Cash  used in operating activities was $184,906 for 2005 as compared to $161,627
for  2004.

Investing  Activities

Cash used in investing activities was $191,446 for 2005 compared to cash used in
investing  activities  of  $0 for 2004.  The change relates to the Company's BDC
investments  in portfolio companies in 2005 whereas the Company was not a BDC in
2004.

Financing  Activities

Cash  flows  provided  by financing activities was $356,500 for 2005 compared to
$79,600  for  2004.  The  increase  in cash provided by financing activities was
primarily  due  to  $299,925  of  cash proceeds received by the Company from the
Dutchess  Stock  Purchase  Agreement.

Our  principal  uses  of  cash  to  date  have  been  for  operating activities.

Debt

Equity  Financing

On  May  27,  2005  the  Company  entered  into  a Stock Purchase Agreement with
Dutchess  Private  Equities  Fund II, L.P. (Dutchess) to sell up to five million
dollars  ($5,000,000)  of  the  Company's  previously  un-issued  unrestricted
free-trading  common  stock  over  a twenty four (24) month period in accordance
with  the  offering  circular  under  Regulation E (file number 095-00254).  The
terms of the agreement call for the Company to submit a draw request to Dutchess
then  transfer  a  number  of  shares to Dutchess based upon the draw amount and
current market value of the Company's shares.  Dutchess is then entitled to sell
the  shares  at  market  to  recoup the draw amount plus a fifteen percent (15%)
profit.  If  Dutchess  has  shares remaining after recouping the draw amount and
fifteen  percent  (15%)  profit,  Dutchess  is obligated to return the remaining
shares  to  the Company.  If Dutchess sells all of the transferred shares before
recouping  the  draw  amount  and  fifteen  percent  (15%) profit the Company is
obligated  to  issue  additional  shares  to  Dutchess until the draw amount and
fifteen  percent  (15%)  profit  are  received  by  Dutchess.  There  is  an
anti-dilution  paragraph  (8.4)  in  the  June  7,  2005  LLC  Interest Purchase
Agreement  which  entitles  the  sellers of Aventura Networks, LLC to additional
shares  in  the  event  additional shares are issued to Dutchess relating to the
initial  draw  of  this Stock Purchase Agreement.  By virtue of the LLC Purchase
Agreement,  the  former  owners of Aventura Networks LLC are entitled to 5 times
the  additional  shares  issued  to  Dutchess in the event additional shares are
issued  pursuant to the initial draw.  The May 27, 2005 Stock Purchase Agreement
also  grants  Dutchess  right  of  first refusal for the issuance of new Company
securities  and  penalties  for  non-compliance with the terms of the agreement.
The  Company  was  in  violation  of  provisions of the Stock Purchase Agreement
relating  to  the timeliness of the filing of the June 30, 2005 quarterly report
(Form  10-Q).  Dutchess  waived penalties as the delay was related to actions of
past  management  and  outside  of the control of the Company.  The initial draw
occurred on May 27, 2005 in the amount of three hundred fifteen thousand dollars
($315,000).  The  Company  transferred  seventy  five  million  (75,000,000)
previously  un-issued unrestricted free-trading shares to Dutchess.   On June 3,
2005  the  Company's  portfolio  investee  Aventura  Networks,  LLC received two
hundred  ninety  nine  thousand  nine  hundred  twenty  five  dollars ($299,925)
directly from Dutchess after deduction of fifteen thousand dollars ($15,000) for
legal  fees  and  seventy five dollars ($75) in bank fees from the initial draw.
The  fifteen  thousand  dollars  ($15,000) is treated as a direct financing cost
asset  and  amortized to operations based on the ratio of Dutchess proceeds from
sale  of  Company  shares issued to them compared to the total liability payable
with  common stock.  On September 28, 2005 Dutchess received an additional fifty
million  (50,000,000)  previously un-issued unrestricted free-trading shares, an
additional  fifty  million  (50,000,000)  previously  un-issued  unrestricted
free-trading  shares  on  November  3,  2005  and  an  additional  sixty million
(60,000,000)  previously  un-issued unrestricted free-trading shares on December
29, 2005 towards satisfaction of the obligations for the initial draw amount and
the  Company's  Board approved the issuances.  The stock purchase transaction is
recorded  as  a  liability payable with common stock due to the criteria of FASB
Statement 150 (Accounting for Certain Financial Instruments with Characteristics
of  both  Liabilities  and  Equity (Issued 5/03)) at the fair value of the total
guaranteed  return of $362,250.  The $47,250 difference between the $362,250 and
the $315,000 investment is treated as a deferred financing cost.  As of December
31,  2005  $40,545  has  been  amortized  as a cost of financing.  For financial
reporting  purposes,  all shares issued to Dutchess are not considered issued or
outstanding  until  a  final  settlement date is achieved.  At December 31, 2005
however  the  issued  shares to Dutchess are considered dilutive for purposes of
the  computation  of diluted earnings per share.  In February 2006 an additional
fifty million (50,000,000) previously un-issued unrestricted free-trading shares
were  issued  to Dutchess and in March 2006 a final fifteen million (15,000,000)
previously  un-issued  unrestricted free-trading shares were issued to Dutchess.
After Dutchess sold the last of the shares issued in March 2006 our loan balance
was $978.11.  Aventura Networks, LLC issued a check to Dutchess on behalf of the
Company  to  fully satisfy the debt.  Immediately after satisfying our Debt with
Dutchess  we  exchanged  a  mutual  release.

                                       21


Liquidity

To  continue  with  our  business  plan,  we  will require additional short-term
working  capital  and we have not generated sufficient cash from our planned BDC
operations to fund our operating activities through the end of 2005.  Presently,
our  only  source  of cash is from external financing in the form of debt or the
issuance  of  our  common  stock.  We  cannot  assure  you  that  we  can obtain
sufficient  proceeds,  if  any,  and  borrowings or the sale of our common stock
under  any financing structures we are able to secure that will be sufficient to
meet  our  projected  cash  flow  needs.

Our  ability  to  obtain additional financing depends on many factors beyond our
control, including the state of the capital markets, the implied market value of
our  Common  Stock  and the prospects for our business. The necessary additional
financing  may  not  be  available  to us or may be available only on terms that
would  result  in  further  dilution  to the current owners of our Common Stock.
Failure to obtain commitments for financing would have a material adverse effect
on our business, results of operations and financial condition. If the financing
we  require  to sustain our working capital needs is unavailable or insufficient
or  we do not receive the necessary financing, we may be unable to continue as a
going  concern.

As  a  result  of  the  above  items,  we  believe  that we will have sufficient
operating  cash to meet our required expenditures for the next 12 months.  For a
further  discussion  related to our ability to have sufficient cash flow to meet
our  planned  expenditures,  please  see  "2006  Outlook,"  below.

Contractual  Obligations  and  Commercial  Commitments

We  have  no  contractual  obligations or commitments which we expect to utilize
liquid  assets.

Off-Balance  Sheet  Arrangements

On February 23, 2006, the Company announced that it entered into a Memorandum of
Understanding and Intent (MOU) with Horvath Holdings, LLC to acquire 30% of Ohio
Funding  Group,  Inc.  in  exchange for 200,000,000 shares of restricted Company
stock.  Integrated  into  the MOU is a one year option for Horvath to purchase a
controlling  interest  in  Aventura through the sale of other Horvath controlled
entities to Aventura either in a single transaction or a series of transactions.

We  have  no other Off-Balance Sheet arrangements at either December 31, 2005 or
2004.

Recent  Accounting  Developments

The  Financial  Accounting  Standards Board ("FASB") has recently issued several
new  accounting  pronouncements,  which  may  apply  to  the  Company.

In  December  2004,  the  FASB  issued  SFAS  No.  153,  entitled  Exchanges  of
Non-monetary  Assets  -  An Amendment of APB Opinion No.29.  SFAS No. 153 amends
Opinion 29 to eliminate the exception for non-monetary exchanges of non-monetary
assets  that  do  not  have  commercial  substance.  A non-monetary exchange has
commercial  substance  if  the  future  cash flows of the entity are expected to
change  significantly as a result of the exchange.  The adoption of SFAS 153 did
not  impact  the  financial  statements.

                                       22


In  December  2004, the FASB issued SFAS No. 123 (Revised), entitled Share-Based
Payment.  This  revised  Statement eliminates the alternative to use APB Opinion
No.  25's intrinsic value method of accounting that was provided in SFAS No. 123
as  originally  issued.  Under  Opinion  25,  issuing stock options to employees
generally  resulted  in  recognition  of  no  compensation cost.  This Statement
requires  entities  to  recognize  the  cost  of  employee  services received in
exchange  for awards of equity instruments based on the grant-date fair value of
those  awards.

For  public  companies  that  file as a small business issuer, this Statement is
effective  as  of  the beginning of the first interim or annual reporting period
that  begins  after  December 15, 2005.  The adoption of SFAS 123 (Revised) will
have  an  impact the financial statements if the Company issues stock options to
the  employees  in  the  future.

2006  Outlook

The  ability  to  implement  our  business  plan  successfully  will  be heavily
dependent  on  securing additional capital from the issuance of our common stock
or through debt.  There is no assurance that additional equity or debt financing
will  be  available  on  terms  acceptable  to  our  management.

In  March 2005, we filed an election to become subject to Sections 55 through 65
of  the 1940 Act, such that we could commence conducting our business activities
as a BDC.  In April 2005, we determined to commence an offering of shares of our
common  stock  as  a  BDC in accordance with the exemption from the registration
requirements  of  the  Securities  Act  of 1933 as provided by Regulation E.  In
connection  with  that  prospective  offering, we filed a Form 1-E with the SEC,
which was reviewed in the ordinary course and a comment letter was issued.  As a
result, we currently understand that we may be out of compliance with certain of
the  rules and regulations governing the business and affairs, financial status,
and  financial  reporting items required of BDCs.  We are making every effort to
comply  as soon as is practicable with the relevant sections of the 1940 Act and
are working with our counsel to accomplish that compliance.  We have not sold or
issued  any  new  shares  which  we  were  not contractually committed under our
proposed offering and, until the completion of this process; we have voluntarily
suspended  the  proposed offering.  While we are seeking to comply with the 1940
Act,  we  cannot provide any specific time frame for full compliance.  We cannot
predict  with  certainty  what, if any, regulatory or financial consequences may
result  from  the  foregoing.

The  above matter may result in certain contingent liabilities to the Company as
a  result  of  potential actions by the SEC or others against the Company.  Such
contingent  liabilities  could  not be estimated by management as of the date of
this  Report.

The  Company,  under the direction of prior management granted and issued common
stock  to  prior management both before and after its election as a BDC on March
15,  2005  which  may  have  violated  certain sections of the 1940 Act. Current
management  is  taking action to remedy such potential violations. As the result
of  the  improper  issuances  the Company may incur liabilities which management
could  not  estimate  as  of  the  date  of  this  report.

The  outcome of the above matters could have a significant impact on our ability
to  continue  as  a  going  concern.

Risk  Factors

An  investment in our common stock is highly speculative, involves a high degree
of risk, and should be considered only by those persons who are able to bear the
economic  risk  of  their  investment  for an indefinite period.  In addition to
other  information  in  this  Annual Report on Form 10-K, the following specific
risks,  not  listed  in  any  particular order of priority, should be considered
carefully  in  evaluating  the  Company,  its  business,  and  its common stock.

We are highly dependent upon management, none of whom has significant experience
in  managing  a  BDC.

The  Company's  future  success  depends  on  the  continued contribution of key
management,  some  of  whom would be difficult to replace.  The Company's growth
and  profitability depend on its ability to attract and retain skilled employees
and  on  the  ability  of  its  officers  and key personnel to manage the assets
successfully  and  to  provide  management  assistance to the Company's investee
companies.  If  the  services  of  these individuals would be unavailable to the
Company  for any reason, the Company would be required to obtain other executive
personnel to manage and operate the Company and to provide management assistance
to  the  Company's investee companies.  In such event, there can be no assurance
that the Company would be able to employ qualified persons on terms favorable to
the  Company.  Further,  none  of  our  directors  or  executive  officers  have
experience  in  corporate  finance and mergers and acquisitions transactions nor
any  significant operational BDC experience or experience in investing on behalf
of  BDCs.

                                       23


This  is  a  highly  speculative  investment.

Ownership  of  our  common  stock  is  extremely speculative and involves a high
degree  of  economic  risk,  which  may result in a complete loss of investment.
Only persons who have no need for liquidity and who are able to withstand a loss
of  all  or  substantially  all  of  their investment should purchase our common
stock.

We  suffered  a  significant  operating  loss  in  2005.

During  the  period from March 16, 2005 to December 31, 2005 operating as a BDC,
our  net  loss  was  $2,782,265.  Although we believe that we are now adequately
capitalized  to  carry  out  our business plan (subject to the risks inherent in
such plan), there can be no assurance that we have sufficient economic resources
or  that  such  resources will be available to us on terms and at times that are
necessary  or acceptable, if at all.  There is no assurance that future revenues
of  the  Company  will ever be significant or that the Company's operations will
ever  be  profitable.

Risk  involved  in  new, developing businesses in which the Company will invest.

The  Company's  initial investment portfolio is expected to consist primarily of
high-risk  investments  in new and developing companies.  Successful achievement
of  the  investment  objectives  of  the Company is dependent upon the growth in
value  of  the  securities  of  these  unseasoned  companies.  Whether  this
appreciation  in  value  will  occur  depends  upon numerous factors outside the
control  of  the  Company.  The Company anticipates that it may take significant
investment  positions  in companies that are listed or to be listed on US Equity
Markets,  and  the  OTC  Bulletin  Board.  Moreover,  the  Company's  task  of
identifying  and  helping  to  build  successful new and emerging enterprises is
difficult.  In  light  of  the Company's lack of operating history as a BDC, the
likelihood  of  the  future success of the Company must be evaluated in light of
the  problems,  expenses,  difficulties,  risks,  and  complications
frequently  encountered  in connection with similarly situated companies.  There
can  be  no  assurance  that  the  Company will be successful in identifying and
developing  these  ventures.

Current  management  controls  our  outstanding  Common  Stock.

Our officers and directors and related entities own a majority of the issued and
outstanding  Common  Stock.  It  can be expected that the officers and directors
will  be  able  to  continue to control the Company's Board of Directors and its
policies.  However, control of Aventura may be acquired by Horvath Holdings, LLC
if  the  Horvath  agreement follows the terms of the Memorandum of Understanding
and Intent and Horvath exercises certain options (see the MOU discussion in Part
I).

You  will  be  diluted  if  we  issue  additional  Common  Stock.

From  time  to  time, the Company may issue additional equity securities.  There
can  be no assurance that the pricing of any such additional securities will not
be  lower  than  the  price  at  which you purchased your securities in the open
market.

Management  has  discretionary  use  of  Company  assets.

We  are  not  currently  engaged  in  any  substantive  business activities.  We
continue  to  look  for  and  investigate  other business opportunities that are
consistent with our business plan.  Accordingly, management has broad discretion
with  respect  to  the  investments.  Although  management  intends to apply any
proceeds  it  may  receive  through  the  future  issuance of stock or debt to a
suitable  acquired  business,  it will have broad discretion in allocating these
funds.  There  can  be  no  assurance that the management's use or allocation of
such  proceeds  will  allow  it  to  achieve  its  business  objectives.

                                       24


We  expect  that  each  of  our  investments  initially  will  be  illiquid.

We  expect  that  we  will  generally  acquire our investments directly from the
issuer in privately negotiated transactions.  We expect that the majority of the
investments  in our portfolio will typically have no established trading market.
We  expect  that we will exit much of each of our investments when the portfolio
company  has  a  liquidity  event,  such  as  a public offering of the portfolio
company.  The  illiquidity  of our investments may adversely affect our ability,
to  dispose of equity securities of our portfolio companies at times when it may
be  otherwise  advantageous  for  us  or  our  stockholders  to  liquidate  such
securities.  In  addition,  if we, or our stockholders, were forced to liquidate
some  or  all  of the investments immediately, the proceeds of such liquidations
could  be  significantly  less  than  otherwise.

Economic  recessions  or downturns could impair our portfolio companies and harm
our  operating  results.

Many  of  the companies in which we might make investments may be susceptible to
economic  slowdowns  or recessions.  An economic slowdown may affect the ability
of  a  company  to  engage  in  a  meaningful  liquidity event, such as a public
offering.  The  value  of  our  portfolio  is  likely  to  decrease during these
periods.  These conditions could lead to financial losses in our portfolio and a
decrease  in  our  revenues,  net  income,  and  assets.

We may not borrow money unless we maintain asset coverage for indebtedness of at
least  200%,  which  may  affect  returns  to  stockholders.

We  must  maintain  asset  coverage  for total borrowings of at least 200%.  Our
ability  to achieve our investment objective may depend in part on our continued
ability  to  maintain  a  leveraged  capital  structure  by borrowing funds from
various  sources on favorable terms.  There can be no assurance that we will not
borrow  funds  in  an amount, which, when compared to the aggregate value of our
assets,  will  permit us to maintain such leverage.  As of December 31, 2005 the
Company may not be in compliance with the asset coverage requirements for a BDC.
If  we  do  not  maintain  such  minimum 200% asset coverage ratio and our asset
coverage declines to less than 200%, we may be required to sell a portion of our
investments  when  it  is  disadvantageous  to  do  so.

We  operate  in  a  competitive  market  for  investment  opportunities.

We  compete  for  investments  with  a  large number of private equity funds and
mezzanine  funds,  other business development companies, investment banks, other
equity  and  non-equity  based investment funds, and other sources of financing,
including  specialty  finance  companies  and  traditional  financial  services
companies  such  as  commercial banks.  Some of our competitors may have greater
resources than we do.  Increased competition would make it more difficult for us
to  purchase or originate investments at attractive prices.  As a result of this
competition,  sometimes  we  may  be  precluded from making otherwise attractive
investments.

Changes in the law or regulations that govern us could have a material impact on
us  or  our  operations.

We are regulated by the SEC and other federal and state regulatory agencies.  In
addition,  changes  in  the laws or regulations that govern business development
companies,  regulated  investment  companies, real estate investment trusts, and
small  business investment companies may significantly affect our business.  Any
change  in the law or regulations that govern our business could have a material
impact  on  us or our operations.  Laws and regulations may be changed from time
to  time,  and the interpretations of the relevant laws and regulations also are
subject  to  change,  which  may  have  a  material  effect  on  our operations.

Our  ability  to  invest  in  private  companies  may  be  limited  in  certain
circumstances.

If  we are to maintain our status as a business development company, we must not
acquire  any  assets  other  than "qualifying assets" unless, at the time of and
after  giving  effect  to such acquisition, at least 70% of our total assets are
qualifying  assets.  If we acquire debt or equity securities from an issuer that
has  outstanding  marginable securities at the time we make an investment, these
acquired assets cannot be treated as qualifying assets.  This result is dictated
by  the  definition of "eligible portfolio company" under the 1940 Act, which in
part  looks  to  whether  a  company  has  outstanding  marginable  securities.

                                       25


Amendments promulgated in 1998 by the Federal Reserve expanded the definition of
a  marginable  security  under the Federal Reserve's margin rules to include any
non-equity  security.  Thus,  any  debt  securities  issued  by  any  entity are
marginable  securities  under  the Federal Reserve's current margin rules.  As a
result,  the  staff  of  the SEC has raised the question as to whether a private
company  that  has  outstanding  debt  securities  would qualify as an "eligible
portfolio  company"  under  the  1940  Act.

Results  may  fluctuate  and  may  not  be  indicative  of  future  performance.

Our  operating  results  may  fluctuate  and,  therefore, you should not rely on
current  or  historical  period  results  to be indicative of our performance in
future  reporting  periods.  Factors  that  could  cause  operating  results  to
fluctuate  include,  but  are  not  limited  to,  variations  in  the investment
origination  volume  and  fee income earned, variation in timing of prepayments,
variations  in and the timing of the recognition of net realized gains or losses
and  changes  in unrealized appreciation or depreciation, the degree to which we
encounter  competition  in  our  markets,  and  general  economic  conditions.

Our  common  stock  price  may  be  volatile.

The trading price of our common stock may fluctuate substantially.  The price of
the  common stock may be higher or lower than the price you pay for your shares,
depending  on  many factors, some of which are beyond our control and may not be
directly  related  to our operating performance.  These factors include, but are
not  limited  to,  the  following:

*    price and volume fluctuations in the overall stock market from time to
     time;

*    significant volatility in the market price and trading volume of securities
     of  business  development  companies or other financial services companies;

*    volatility  resulting  from trading in derivative securities related to our
     common  stock  including  puts,  calls,  long-term  equity  anticipation
     securities,  or  LEAPs,  or  short  trading  positions;

*    changes  in  regulatory policies or tax guidelines with respect to business
     development  companies  or  regulated  investment  companies;

*    actual  or  anticipated  changes  in  our  earnings  or fluctuations in our
     operating  results  or  changes in the expectations of securities analysts;

*    general  economic  conditions  and  trends;

*    loss  of  a  major  funding  source;  or

*    Departures  of  key  personnel.

We  have  a  limited  operating history as a BDC which may affect our ability to
manage  our  business  and  may  impair  your  ability  to assess our prospects.

We  were  incorporated  in  1990  but  only  commenced  business  and investment
operations  as  a  BDC in mid-March 2005.  We are subject to all of the business
risks  and  uncertainties associated with any new business enterprise, including
the risk that we will not achieve our investment objective and that the value of
our  common  stock  or  other  securities  could decline substantially.  We have
limited  operating  history.  As  a  result, we have few operating results under
these  regulatory  frameworks  that  can  demonstrate either their effect on the
business  or  our ability to manage the business within these frameworks.  If we
fail  to  maintain  our  status  as  a  BDC,  our operating flexibility would be
significantly  reduced.

                                       26


Our  business  model  depends  to  a  significant  extent  upon  strong referral
relationships  with  venture  capital,  private  equity  fund sponsors and other
investment  banking  and financial institutions, and our inability to develop or
maintain  these relationships, or the failure of these relationships to generate
investment  opportunities,  could  adversely  affect  our  business.

We  expect  that members of our management team will maintain relationships with
venture  capital,  private  equity  firms,  and investment banking and financial
institutions,  and we will rely to a significant extent upon these relationships
to  provide  us  with  our  deal  flow.  If  we  fail  to  maintain our existing
relationships  or  to  develop  new relationships with other firms or sources of
investment  opportunities,  then  we  will  not  be  able to grow our investment
portfolio.  In  addition,  persons with whom members of our management team have
relationships  are  not  obligated  to provide us with investment opportunities,
and,  therefore,  there is no assurance that such relationships will lead to the
origination  of  equity  or  debt  investments.

Regulations  governing  our  operations  as  a BDC affect our ability to and the
manner  in  which  we  raise  additional  capital, which may expose us to risks.

Our  business  will  require  a  substantial  amount of capital.  We may acquire
additional  capital from the issuance of senior securities, including borrowings
or other indebtedness, or the issuance of additional shares of our common stock.
However,  we  may  not  be  able  to  raise  additional capital in the future on
favorable  terms  or  at  all.  We may issue debt securities, other evidences of
indebtedness,  or  preferred  stock, and we may borrow money from banks or other
financial  institutions  (collectively  "senior  securities")  up to the maximum
amount  permitted  by  the  1940  Act.  The  1940 Act permits us to issue senior
securities  in amounts such that our asset coverage, as defined in the 1940 Act,
equals  at  least 200% after each issuance of senior securities.  Our ability to
pay  dividends  or issue additional senior securities would be restricted if our
asset  coverage  ratio  were  not  at  least  200%.  If  the value of our assets
declines,  we  may  be  unable to satisfy this test.  If that happens, we may be
required  to  liquidate  a portion of our investments and repay a portion of our
indebtedness  at  a time when such sales may be disadvantageous.  As a result of
issuing  senior securities, we would also be exposed to typical risks associated
with  leverage,  including  an  increased  risk  of loss.  If we issue preferred
stock,  the  stock would rank "senior" to common stock in our capital structure,
preferred  stockholders would have separate voting rights and might have rights,
preferences, or privileges more favorable than those of our common stockholders,
and  the  issuance  of  preferred  stock  could  have  the  effect  of delaying,
deferring, or preventing a transaction or a change of control that might involve
a  premium  price  for  holders of our common stock or otherwise be in your best
interest.

To  the  extent  that  we  are constrained in our ability to issue debt or other
senior  securities,  we  will  depend  on  issuances  of common stock to finance
operations.  As  a BDC, we are generally not able to issue our common stock at a
price  below  net  asset  value  without first obtaining required approvals from
stockholders and independent directors.  If we raise additional funds by issuing
more  common  stock  or senior securities convertible into, or exchangeable for,
our common stock, then the percentage ownership of our stockholders at that time
would  decrease  and  you  might  experience  dilution.

Future  offerings  of debt securities, which would be senior to our common stock
upon  liquidation,  or  equity  securities,  which  could  dilute  our  existing
stockholders  and  be  senior  to  our  common  stock  for  the  purposes  of
distributions,  may  have  an  adverse  effect on the value of our common stock.

In  the  future,  we  may  attempt  to  increase our capital resources by making
additional  offerings of equity or debt securities, including medium-term notes,
senior  or  subordinated  notes  and classes of preferred stock or common stock.
Upon  our  liquidation,  holders  of  our debt securities, if any, and shares of
preferred  stock,  if any, and lenders with respect to other borrowings, if any,
will  receive a distribution of our available assets prior to the holders of our
common  stock.  Additional equity offerings by us may dilute the holdings of our
existing  stockholders  or  reduce  the value of our common stock, or both.  Any
preferred stock we may issue would have a preference on distributions that could
limit  our  ability  to  make  distributions to the holders of our common stock.
Because  our  decision to issue securities in any future offering will depend on
market  conditions  and  other  factors beyond our control, we cannot predict or
estimate  the  amount,  timing  or  nature  of  our future offerings.  Thus, our
stockholders  bear the risk of our future offerings reducing the market price of
our  common  stock  and  diluting  their  stock  holdings  in  us.

In  accordance with Article 6 of Regulation S-X under the Securities Act of 1933
and  Securities Exchange Act of 1934, the Company does not consolidate portfolio
company  investments,  including  those  in which it has a controlling interest.
Therefore,  effective March 16, 2005, the Company no longer consolidates Radio X
Network  and  Radio  TV  Network.

The  results  of  operations  for 2005 are divided into two periods.  The period
from  January  1,  to March 15, 2005 represents the period prior to BDC election
and the period from March 16, 2005 to December 31, 2005 representing the periods
the Company operated as a BDC.  Accounting principles used in the preparation of
the  financial  statements  beginning March 16, 2005 are different from those of
prior  periods  and, therefore, the financial position and results of operations
of  these  periods  are  not  directly  comparable.  The  Company  utilizes  the
cumulative  effect  method to reflect the effects of conversion to a BDC.  There
was  no cumulative effect adjustment from the conversion to a BDC in March 2005.

                                       27


ITEM  7A.  QUANTITATIVE  AND  QUALITATIVE  DISCLOSURE  ABOUT  MARKET  RISK

Because  we  had  no  long-term  debt  other than the Dutchess debt payable with
equity and do not expect that, in the next 12 months we will incur any (although
there  can  be  no  assurance that the funds that we will require to operate our
business  during that period will be available to us through sales of our equity
or  through  short-term  borrowings),  we do not consider a principal risk to be
interest rate fluctuations.  If, in the future, we incur, or consider incurring,
a  material  amount of long-term debt, the occurrence of such event could result
in interest rate fluctuations becoming a principal risk.  Currently, we consider
our  principal  market  risk  to  be  the  fluctuations of the valuations of the
investment  portfolio.

Our  investments  are  carried  at  fair  value,  as  determined  by independent
valuation  experts  and  ratified by the Board of Directors.  We expect to value
publicly  traded  investments  at  the  closing price on the valuation date.  We
expect to value debt and equity securities that are not publicly traded, or that
we  are  restricted  from  trading,  at  fair value as determined by independent
valuation  experts  and  ratified  by  the  Board  of Directors.  In making such
determination,  we expect that the Board of Directors will value non-convertible
debt  securities  at cost plus amortized original issue discount, if any, unless
adverse  factors  lead  to  a  determination  of a lesser valuation.  In valuing
convertible  debt,  equity,  or other securities, we expect that the independent
valuation  experts  will  determine  the fair value based on the collateral, the
issuer's  ability  to  make payments, the current and forecasted earnings of the
issuer, sales to third parties of similar securities, the comparison to publicly
traded securities, and other pertinent factors.  Due to the uncertainty inherent
in  the valuation process, such estimates of fair value may differ significantly
from  the values that would have been used had a ready market for the securities
existed,  and  the  differences could be material.  Additionally, changes in the
market  environment  and  other  events  that  may  occur  over  the life of the
investments  may  cause  the  gains  or  losses  ultimately  realized  on  these
investments  to  be  different  than  the  valuations  assigned  at other times.

                                       28


ITEM  8.  FINANCIAL  STATEMENTS  AND  SUPPLEMENTARY  DATA


                            AVENTURA HOLDINGS, INC.
                         (F/K/A SUN NETWORK GROUP, INC.)
                               TABLE OF CONTENTS


                                                                
                                                                   PAGE
                                                                   ----

Report of Independent Registered Public Accounting Firm            F-1

Balance Sheets at December 31, 2005 and 2004                       F-2

Statements of Operations from January 1, 2005 through March 15,
2005, (Pre-BDC) from March 16, 2005 through  December 31, 2005,
(Post-BDC) and for the Years Ended December 31, 2004 and 2003      F-3

Statements of Cash Flows From January 1, 2005 through March 15,
2005, (Pre-BDC) From March 16, 2005 through December 31, 2005,
(Post-BDC) and for the Years Ended December 31, 2004 and 2003      F-4


Statements of Changes in Stockholders' Equity (Deficiency) for
the years ended December 31, 2005, 2004 and 2003                   F-5

Statement of Changes in Net Assets From March 16, 2005 through
December 31, 2005                                                  F-6

Schedule of Investments at December 31, 2005                       F-7

Schedule of Financial Highlights From March 16, 2005 through       F-8
December 31, 2005

Notes to Financial Statements                                      F-9




             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To  the  Board  of  Directors  and  Shareholders  of:
    Aventura  Holdings,  Inc.

We  have  audited  the  accompanying  balance sheets of Aventura Holdings, Inc.,
including the schedule of investments, as of December 31, 2005 and 2004, and the
related  statements of operations, changes in stockholders' equity (deficiency),
and  cash flows for the period from January 1, 2005 to March 15, 2005 (pre-BDC),
period  from  March  16, 2005 to December 31, 2005 (post -BDC) and for the years
ended  December  31, 2004 and 2003 and the schedule of changes in net assets and
schedule  of financial highlights for the period from March 16, 2005 to December
31,  2005.  These  financial  statements  and  financial  highlights  are  the
responsibility of the Company's management.  Our responsibility is to express an
opinion  on  these  financial  statements  and financial highlights based on our
audits.

We  conducted  our audits in accordance with the standards of the Public Company
Accounting  Oversight  Board  (United  States).  Those standards require that we
plan  and  perform  the  audits to obtain reasonable assurance about whether the
financial  statements  are  free  of  material  misstatement.  An audit includes
examining,  on  a test basis, evidence supporting the amounts and disclosures in
the  financial  statements.  An  audit  also  includes  assessing the accounting
principles  used  and  significant  estimates  made  by  management,  as well as
evaluating  the  overall  financial statement presentation.  We believe that our
audits  provide  a  reasonable  basis  for  our  opinion.

As  more  fully  discussed  in  Note  1  to the financial statements, accounting
principles  used  in the preparation of the financial statements beginning March
16, 2005 (upon conversion of the Company to a Business Development Company under
the  Investment  Company  Act of 1940) are different than those of prior periods
and  therefore  are  not  directly  comparable  to  those  prior  periods.

As  more  fully  discussed  in  Note  4  to the financial statements, securities
amounting  to zero (0% of total assets and 0% of net assets) have been valued at
fair  value  as  determined  by  the  Board  of Directors.  We have reviewed the
procedures  applied  by  the  directors  in  valuing  such  securities  and have
inspected  underlying  documentation;  while in the circumstances the procedures
appear to be reasonable and the documentation appropriate, determination of fair
values  involves  subjective judgment which is not susceptible to substantiation
by  auditing  procedures.

In  our  opinion,  subject  to  the  effect  on  the financial statements of the
valuation of securities determined by the Board of Directors as described in the
preceding  paragraph, the financial statements referred to above present fairly,
in  all  material respects, the financial position of Aventura Holdings, Inc. at
December  31,  2005  and  2004,  and the results of its operations, and its cash
flows  for  the  period from January 1, 2005 to March 15, 2005 (pre-BDC), period
from  March  16,  2005  to December 31, 2005 (post -BDC) and for the years ended
December  31,  2004 and 2003 and the changes net assets and financial highlights
for  the  period  from  March  16,  2005 to December 31, 2005 in conformity with
accounting  principles  generally  accepted  in  the  United  States of America.

The  accompanying  financial  statements have been prepared assuming the Company
will  continue  as  a  going  concern.  As  discussed in Note 2 to the financial
statements,  the Company's recurring losses from operations and net loss for the
period  from March 16, 2005 to December 31, 2005 of $2,782,265, net loss for the
period  from  January  1,  2005  to  March  15,  2005  of $178,840, cash used in
operation  of  $184,906  in  2005,  working  capital  deficiency  of  $20,355,
stockholders'  deficiency  of $320,368 and accumulated deficit of $11,407,252 at
December  31,  2005  raise  substantial doubt about its ability to continue as a
going concern. Management's plans as to these matters are also described in Note
2.  The  financial  statements  do not include any adjustments that might result
from  the  outcome  of  this  uncertainty.

SALBERG  &  COMPANY,  P.A.
Boca  Raton,  Florida
March  27,  2006

                                      F-1



                            AVENTURA HOLDINGS, INC.
                        (F/K/A SUN NETWORK GROUP, INC.)
                                 BALANCE SHEET


                                                           DECEMBER 31
                                                                        2004
                                                       2005          (PRE-BDC)
                                                  --------------  --------------
                                                            
ASSETS:
 Current Assets:
  Cash and cash equivalents                       $           -   $      19,852
                                                  --------------  --------------
 Total Current Assets                                         -          19,852
                                                  --------------  --------------

 Investments in and Advances to Affiliates:
  Majority owned affiliates                              40,532               -
  Minority owned other non-controlled affiliates              -               -
                                                  --------------  --------------
 Total Investments in Affiliates                         40,532               -
                                                  --------------  --------------

 Other Assets:
  Deferred finance costs                                 21,705               -
                                                  --------------  --------------

TOTAL ASSETS                                      $      62,237   $      19,852
                                                  ==============  ==============

LIABILITIES & SHAREHOLDERS' EQUITY:
 Current Liabilities:
  Accounts payable                                $      20,355   $      23,863
  Due to stockholder                                          -          47,000
                                                  --------------  --------------

 Total Current Liabilities                               20,355          70,863
                                                  --------------  --------------

 Other Liabilities:
  Liability payable with common stock                   362,250               -
                                                  --------------  --------------

 Total Other Liabilities                                362,250               -
                                                  --------------  --------------

 Total Liabilities                                      382,605          70,863
                                                  --------------  --------------

 Minority Interest                                            -          38,127
                                                  --------------  --------------

 Commitments and Contingencies (Note 9)

 Shareholder Equity:

 Common Stock; $0.001 par value; 5,000,000,000
  shares authorized; 2,019,657,813 shares
  issued and 2,019,657,813 outstanding at
  December 31, 2005 and 323,657,813 shares
  issued and outstanding at December 31, 2004         2,019,658         323,658
 Common stock issuable (300,000,000 shares)             300,000               -
 Additional Paid in Capital                           8,767,226       8,180,375
 Accumulated Deficit                                (11,407,252)     (8,446,146)
 Deferred consulting                                          -        (147,025)
                                                  --------------  --------------

 Total Shareholders' Equity                            (320,368)         (89,138)
                                                  --------------  --------------

TOTAL LIABILITIES & SHAREHOLDERS' EQUITY          $      62,237   $      19,852
                                                  ==============  ==============

 Net Asset Value Per Share (NAV)                  $       (0.00)  $         N/A
                                                  ==============  ==============

The accompanying notes are an integral part of these financial statements.



                                      F-2




                            AVENTURA HOLDINGS, INC.
                        (F/K/A SUN NETWORK GROUP, INC.)
                            STATEMENTS OF OPERATIONS


                                               POST BDC ELECTION  PRE BDC ELECTION  FOR THE YEAR  FOR THE YEAR
                                                   FROM MARCH 16  FROM JANUARY 1      ENDED            ENDED
                                                THRU DECEMBER 31   THRU MARCH 15    DECEMBER 31     DECEMBER 31
                                                  --------------  --------------  --------------  --------------
                                                       2005             2005           2004            2003
                                                  --------------  --------------  --------------  --------------
                                                                                       
INVESTMENT AND PRE-BDC OPERATING INCOME:

 Operating Revenues - Pre-BDC                     $           -   $       5,000   $       8,090   $      42,398
 Investment Income - Portfolio Investments
  Dividends                                                   -             N/A             N/A             N/A
  Interest                                                    -             N/A             N/A             N/A

EXPENSES:

  Compensation                                          979,500               -       1,547,708         153,486
  Amortization                                                -               -               -          10,192
  Bad debt                                               50,912                          10,000           6,600
  Consulting                                            664,000         149,000       2,209,725         162,177
  Debenture penalties                                         -               -          30,000         485,245
  Debt issuance cost amortization                             -               -          92,400          13,000
  Impairment loss                                             -               -               -          20,910
  Investor Relations                                     42,852               -               -               -
  Professional Fees                                      66,820           2,729          33,603          74,387
  Finance cost                                           40,545                               -               -
  General & Administrative Expenses                      36,912          34,960         159,676         135,799
                                                  --------------  --------------  --------------  --------------

 Total Expenses                                       1,881,541         186,689       4,083,112       1,061,796
                                                  --------------  --------------  --------------  --------------

 Net Investment and Pre-BDC Operating Loss           (1,881,541)       (181,689)     (4,075,022)     (1,019,398)

REALIZED AND UNREALIZED GAIN (LOSS) FROM
INVESTMENTS AND OTHER INCOME (EXPENSES) - PRE-BDC:

  Unrealized (loss) on investments                     (900,724)            N/A             N/A             N/A
  Settlement expense                                          -               -        (144,527)        (36,500)
  Interest expense                                            -               -         (58,812)       (329,965)
  Interest income                                             -               -               -           6,600
  Loss on foreclosure of loan payable                         -               -      (1,008,885)              -
  Recovery of bad debt                                        -           2,849           9,462          19,129
                                                  --------------  --------------  --------------  --------------
Total Other Income and (Expenses) - Pre-BDC            (900,724)          2,849      (1,202,762)       (340,736)

  Minority Interest in Subsidiary Loss                        -               -               -           5,097

NET LOSS                                          $  (2,782,265)  $    (178,840)  $  (5,277,784)  $  (1,355,037)
                                                  ==============  ==============  ==============  ==============

NET LOSS PER SHARE:

 Net Loss Per Common Share -
  Basic and Diluted                               $           -   $           -   $       (0.03)  $       (0.04)
                                                  ==============  ==============  ==============  ==============

 Weighted Average Common Shares Outstanding -
  Basic and Diluted                               1,959,700,621     323,657,813     172,367,734      30,210,585
                                                  ==============  ==============  ==============  ==============

The accompanying notes are an integral part of these financial statements.



                                      F-3




                            AVENTURA HOLDINGS, INC.
                        (F/K/A SUN NETWORK GROUP, INC.)
                            STATEMENTS OF CASH FLOWS


                                                               FOR THE YEARS ENDED
                                                                    DECEMBER 31
                                                            ---------------------------
                                                       2005            2004             2003
                                                  --------------  --------------  --------------
                                                                         
 Cash flows from operating activities:
  Net loss                                        $  (2,961,105)  $  (5,277,784)  $  (1,355,037)

 Adjustments to reconcile net loss to net
  cash used in operating activities:

  Amortization of deferred finance costs                 40,545               -               -
  Amortization of deferred issuance costs                     -          92,400          13,000
  Amortization of debt discounts to interest
   expense                                                    -           3,062          13,211
  Amortization of deferred consulting fees              147,025               -               -
  Amortization of intangible asset                            -               -          10,192
  Bad dept expense                                       50,914          10,000           6,600
  Contributed services                                   30,000               -               -
  Impairment loss                                             -               -          20,910
  Interest expense of beneficial conversion
   feature                                                    -               -         246,500
  Loss on foreclosure of loan payable                         -       1,008,885               -
  Stock based consulting expense                        664,000       3,817,326         127,000
  Stock based compensation to officer                   946,500               -               -
  Settlement expense                                          -         144,527          36,500
  Allocation of loss to minority interest                     -               -          (5,097)
  Write down of investment                              900,724               -               -
  Write off of stock subscription receivable                  -         102,500               -

 (Increase) decrease in:

  Prepaids                                                    -          34,000         (34,000)

 Increase (decrease) in:
  Accounts payable                                       (3,509)         17,952         (11,050)
  Accrued interest                                            -          53,997          70,254
  Accrued penalties                                           -          30,000         485,245
  Accrued compensation, related party                         -        (188,492)        129,742
  Interest receivable                                         -         (10,000)         (6,600)
                                                  --------------  --------------  --------------

 Net cash used in operating activities                 (184,906)       (161,627)       (252,630)
                                                  --------------  --------------  --------------

 Cash flows from investing activities:

  Investment in portfolio companies                    (191,446)              -               -
                                                  --------------  --------------  --------------

 Net cash used in investing activities                 (191,446)              -               -
                                                  --------------  --------------  --------------

 Cash flows from financing activities:

  Proceeds from loans payable                            56,500         824,000               -
  Proceeds from convertible debentures                        -               -         226,000
  Proceeds from the sale of common stock                      -          30,000               -
  Proceeds from loan from joint venture partner               -               -          50,000
  Liability payable with common stock - net             315,000               -               -
  Debt issuance costs                                   (15,000)        (71,400)              -
  Payments on convertible debenture                           -        (750,000)              -
  Proceeds from stockholder advance                           -          47,000          (3,242)
                                                  --------------  --------------  --------------

 Net cash provided by financing activities              356,500          79,600         272,758
                                                  --------------  --------------  --------------

 Net decrease in cash                                   (19,852)        (82,027)         20,128

 Cash at beginning of year                               19,852         101,879          81,751
                                                  --------------  --------------  --------------

 Cash at end of period                            $           -   $      19,852   $     101,879
                                                  ==============  ==============  ==============

 Supplemental Disclosure of Cash Flow Information:

 Cash paid during the period for:

  Interest                                        $           -   $           -   $           -
                                                  ==============  ==============  ==============

  Income Taxes                                    $           -   4           -   $           -
                                                  ==============  ==============  ==============

 Non-Cash investing and financing activities:

  Common stock issued for debentures payable      $           -   $      62,188   $      20,005
                                                  ==============  ==============  ==============

  Debt issuance costs deferred in connection with
   convertible debentures                         $           -   $      49,000   $      24,000
                                                  ==============  ==============  ==============

  Common stock issued for accrued compensation    $           -   $           -   $           -
                                                  ==============  ==============  ==============

  Investment in portfolio company - stock based   $    (800,724)  $           -   $           -
                                                  ==============  ==============  ==============

  Deferred finance costs                          $     (47,250)  $           -   $           -
                                                  ==============  ==============  ==============

  Stockholder payable settled with common stock   $    (103,500)  $           -   $           -
                                                  ==============  ==============  ==============

  Deferred consulting fees                        $     (80,000)  $           -   $           -
                                                  ==============  ==============  ==============

The accompanying notes are an integral part of these financial statements.




                                      F-4




AVENTURA  HOLDINGS,  INC.
                        (F/K/A SUN NETWORK GROUP, INC.)
           STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIENCY)
                  YEARS ENDED DECEMBER 31, 2005, 2004 AND 2003

                                                                                         Additional
                                                  Common Stock     Common Stock Issuable  Paid-in   Accumulated Deferred
                                             --------------------- ---------------------
                                               Shares     Amount     Shares     Amount    Capital     Deficit  Consulting    Total
                                             ---------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
                                                                                                  
 Balance at December 31, 2002                22,448,487 $   22,448  5,000,000 $    5,000 $1,290,041 $(1,813,325)        - $(495,836)

 Common stock issued in exchange of debt      8,898,328      8,898          -          -     16,107          -          -    25,005
 Common stock issued for settlement           1,000,000      1,000          -          -     35,500          -          -    36,500
 Common stock issued for services rendered   18,000,000     18,000          -          -    245,000          -   (136,000)  127,000
 Warrant issued with convertible debentures           -          -          -          -      3,500          -          -     3,500
 Beneficial conversion value of convertible
   debenture                                          -          -          -          -    246,500          -          -   246,500
 Issuance of previously issuable stock        5,000,000      5,000 (5,000,000)    (5,000)         -          -          -         -
 Net loss                                             -          -          -          -          - (1,355,037)         -(1,355,037)
                                             ---------- ---------- ---------- ---------- ---------- ---------- ---------- ----------

 Balance at December 31, 2003                55,346,815     55,346          -          -  1,836,648 (3,168,362) (136,000)(1,412,368)

 Common stock issued for cash and services   53,000,000     53,000          -          -    371,000          -  (291,500)    132,500
 Common stock issued in exchange of debt      6,260,998      6,261          -          -     55,927                           62,188
 Common stock issued for settlement          20,000,000     20,000          -          -    700,000          -         -     720,000
 Common stock issued for services rendered  133,050,000    133,051          -          -  3,403,800          -  (758,000)  2,778,851
 Common stock issued upon foreclosure of
   loans payable                             56,000,000     56,000          -          -  1,813,000          -         -   1,869,000
 Amortization of deferred consulting                  -          -          -          -          -          - 1,038,475   1,038,475
 Net loss                                             -          -          -          -          - (5,277,784)        - (5,277,784)
                                             ---------- ---------- ---------- ---------- ---------- ---------- ---------- ----------

 Balance at December 31, 2004               323,657,813    323,658          -          -  8,180,375 (8,446,146)  (147,025)  (89,138)

 Recharacterization of minority interest
  upon  conversion to a BDC                           -          -          -          -     38,127          -          -     38,127
 Amortization of deferred consulting                  -          -          -          -          -          -    147,025    147,025
 Common stock issued in exchange of debt
   and services                             150,000,000    150,000          -          -    900,000          -          -  1,050,000
 Common stock issued for services rendered  166,000,000    166,000          -          -    498,000          -          -    664,000
 Common stock issued in exchange of debt    235,000,000    235,000          -          -     80,000          -          -    315,000
 Common stock classified as liability      (235,000,000)  (235,000)         -          -    (80,000)         -          -  (315,000)
 Common stock issued in exchange for
  portfolio company (Aventura Networks
  LLC) acquisition                        1,380,000,000  1,380,000          -          -   (579,276)         -          -    800,724
 Common stock issuable in exchange for
  portfolio company (Aventura Networks
  LLC) acquisition                                    -          - 300,000,000   300,000   (300,000)         -          -         -
 Contributed services of Chief Executive
  Officer                                             -          -          -          -     30,000          -          -    30,000
 Net loss                                             -          -          -          -         -  (2,961,105)         -(2,961,105)
                                             ---------- ---------- ---------- ---------- ---------- ---------- ---------- ----------

 Balance at December 31, 2005             2,019,657,813 $2,019,658 300,000,000$  300,000 $8,767,226$(11,407,251)$       - $(320,367)
                                             ========== ========== ========== ========== ========== ========== ========== ==========

The accompanying notes are an integral part of these financial statements.



                                      F-5




                            AVENTURA HOLDINGS, INC.
                        (F/K/A SUN NETWORK GROUP, INC.)
                       STATEMENT OF CHANGES IN NET ASSETS
                               DECEMBER 31, 2005


                                              
                                                   FROM MARCH 16
                                                      THROUGH
                                                 DECEMBER 31, 2005
                                                 -----------------


Decrease in net assets from operations:

  Net operating loss                                   (2,782,265)
                                                 -----------------

Net decrease in net assets from operations             (2,782,265)

  Common stock transactions                             2,514,724
                                                 -----------------

  Total (decrease) in net assets                         (267,541)

 Net Assets:

  Beginning of Period                                    ( 82,826)
                                                 -----------------

  End of Period                                          (320,368)
                                                 =================

The accompanying notes are an integral part of these financial statements.



                                      F-6




                            AVENTURA HOLDINGS, INC.
                        (F/K/A SUN NETWORK GROUP, INC.)
                            SCHEDULE OF INVESTMENTS
                               DECEMBER 31, 2005


                                                                                                      
                                                                        TITLE OF         PERCENTAGE OF
                                                                     SECURITIES HELD     CLASS HELD ON
         PORTFOLIO                                   PRIMARY             BY THE         A FULLY DILUTED                FAIR
          COMPANY                                    INDUSTRY            COMPANY             BASIS (4)      COST       VALUE
---------------------------------------------  ------------------  ------------------  ----------------  ----------  ----------

 Investments:

 Majority Owned Affiliate (1):

  Radio TV Network, Inc.                             Inactive         Common Stock             100%      $        -  $        -

  Aventura Networks, LLC                        Telecommunications    Member Units             100%         912,032      40,532
                                                                                                         ----------  ----------

 TOTAL MAJORITY OWNED AFFILIATE INVESTMENTS                                                              $  912,032  $   40,532
                                                                                                         ==========  ==========

 Minority Owned Other Controlled Affiliate (2):

  Radio X Network, Inc.                                Media          Common Stock              50%      $  110,000  $        -
                                                                                                         ----------  ----------

 TOTAL MINORITY OWNED OTHER CONTROLLED AFFILIATE INVESTMENTS                                             $  110,000  $        -
                                                                                                         ==========  ==========

 Minority Owned Other Non-Controlled Affiliate (3):

  VoIPBlue.com, Inc.                           Telecommunications     Common Stock              10%         100,000  $        -
                                                                                                         ----------  ----------

 TOTAL MINORITY OWNED OTHER NON-CONTROLLED AFFILIATE INVESTMENTS                                         $  100,000  $        -
                                                                                                         ==========  ==========

 TOTAL INVESTMENTS IN AFFILIATES                                                                         $1,122,032  $   40,532
                                                                                                         ==========  ==========


      (1)  Majority owned investments are generally defined under the Investment Company Act of 1940 as companies in which
           we  own  more  than  50% of  the  voting  securities  of  the  company.  If we own 100% of a Company, it is presented
           as majority owned.

      (2)  Minority owned investments are generally defined under the Investment Company Act of 1940 as companies in which
           we  own  more  than  25% but  less  than  a  majority  of  the  voting  securities  of  the  company.

      (3) Other affiliate investments are generally defined under the Investment Company Act of 1940 as companies in which
          we  own  more  than  5% up  to  25%  of  the  voting  securities  of  the  company.

      (4)  All  common  stock and member unit investments are in private companies, non-income producing and restricted at
           the  relevant  period  end.

The accompanying notes are an integral part of these financial statements.



                                      F-7




                            AVENTURA HOLDINGS, INC.
                        (F/K/A SUN NETWORK GROUP, INC.)
                        SCHEDULE OF FINANCIAL HIGHLIGHTS
                    FROM MARCH 16 THROUGH DECEMBER 31, 2005


                                                                                       
Per Share Data:

                 Net asset value at beginning of period (a)                                  $        (0.00)

                 Net operating income (losses) before investment gains and losses (b)                 (0.00)
                 Net realized gains (losses) on investments (b)                                           -
                 Net unrealized gains (losses) on investments (b)                                         -
                                                                                             ---------------

                 Net increase (decrease) in shareholders' equity from net income (loss)               (0.00)
                                                                                             ---------------

                 Dividends declared                                                                       -
                                                                                             ---------------

                 Net increase (decrease) in stockholders equity resulting from dividends                  -
                                                                                             ---------------

                 Issuance of shares                                                                    0.00
                                                                                             ---------------

                 Net increase (decrease) in stockholders equity relating to share issuances            0.00
                                                                                             ---------------

                 Net asset value at end of period (a)                                        $         0.00
                                                                                             ===============

                 Per share market value at end of period                                     $         0.00
                 Total return (c) (d)                                                               -286.80%
                 Shares outstanding at end of period                                          2,319,657,813

                 Ratio/Supplemental Data:
                 Net assets at end of period                                                 $     (320,368)
                 Ratio of operating expenses to average net assets (annualized)                     -587.31%
                 Ratio of net operating income to average net assets (annualized)                  -4470.44%


     (a)  Based  on  total  shares  outstanding.
     (b)  Based  on  weighted  average  shares  outstanding.
     (c)  Total return equals the change in the ending net asset value over the beginning of period net asset
          value divided  by  the  beginning  net  asset  value.
     (d)  Total return is  based  on  the  net  return  from  operations  and  net  increase (decrease) from
          common  stock  transactions  -  for further information see the Statement of Changes in Net Assets
     (e)  All  per  share  amounts  are  rounded  to  two  decimal  places.

The accompanying notes are an integral part of these financial statements.


                                      F-8



NOTE  1  -  NATURE  OF  ORGANIZATION

On  March  15,  2005,  the  Company filed form N-54A with the SEC Securities and
Exchange Commission to become a Business Development Company ("BDC") pursuant to
Section 54 of the Investment Company Act of 1940 ("the "1940 Act").  As a result
of its new status, the Company is operating as an investment holding company and
has  acquired  and  plans  to  announce a number of acquisitions and investments
which will be designed to build an investment portfolio to enhance the Company's
shareholder  value.  The  Company provides equity, capital and advisory services
for  management buyouts, recapitalizations, and the growth and needs of emerging
companies.  As  a  BDC,  the  Company  is,  in effect, a publicly traded private
equity  fund,  where stockholders provide capital in a regulated environment for
private  investment in a pool of short and long-term investments.  Congressional
intent  behind  the creation of BDCs was to encourage the flow of public capital
to  private  and  smaller  public  companies.

The  Company  has concentrated its investment strategies in the telephony sector
based  upon  experience  and  exposure  to  opportunities  but  plans  to expand
acquisitions  and investments to other lines of business and industry to enhance
value  to stockholders through capital appreciation and payments of dividends to
the  Company  by  its  portfolio  investments.

BDC  regulation  was created in 1980 by Congress to encourage the flow of public
equity  capital to small businesses in the United States.  BDCs, like all mutual
funds  and  closed-end  funds, are regulated under the 1940 Act.  BDCs report to
stockholders like traditional operating companies and file regular quarterly and
annual  reports  with the Securities and Exchange Commission.  BDCs are required
to  make  available  significant  managerial  assistance  to  their  portfolio
companies.

Before  the election of BDC status, the Company held a 50% investment in Radio X
Network.   The original cost basis was $110,000.  Radio X net assets are unknown
to the current Board and are considered abandoned.  The Board assigned a $0 fair
market  value  of  the  Radio  X  investment  at  December  31,  2005.

The  Company  also  held  a  100%  investment  in  Radio TV Network, Inc. before
electing  BDC  status.  The  net assets of Radio TV Network, Inc. are unknown to
the  current Board and are considered abandoned.  The original cost basis was $0
and  the  Board  assigned  a  $0 fair market value of the Radio TV Network, Inc.
investment  at  December  31,  2005.

The  results  of  operations  for 2005 are divided into two periods.  The period
from  January  1,  to March 15, 2005 represents the period prior to BDC election
and  the  period  from  March  16,  2005  to  December  31,  2005 represent  the
period  the  Company  operated  as  a  BDC.

Accounting  principles  used  in  the  preparation  of  the financial statements
beginning  March  16,  2005  are  different  from  those  of  prior periods and,
therefore, the financial position and results of operations of these periods are
not  directly  comparable.  The Company utilizes the cumulative effect method to
reflect  the  effects  of  conversion  to a BDC.  There was no cumulative effect
adjustment  from  the  conversion  to  a  BDC  in  March  2005.

For  the period between March 15, 2005 (commencement of our status as a BDC) and
December  31,  2005,  the  Company explored several investment opportunities and
made  two  investments.  (see  Note  4)

On  October  17,  2005 the Company merged with Aventura Holdings, Inc.  Aventura
Holdings,  Inc.  was the former owner of Aventura Networks, LLC and its sole net
assets  were  880,000,000  shares  of restricted Company stock and anti-dilution
rights  acquired  in  the  LLC purchase agreement with the Company.  Immediately
prior  to  the  merger,  Aventura  Holdings,  Inc. transferred its net assets to
Melissa  Apple,  Trustee of the Maria Lopez Irrevocable Trust UTD March 29, 2004
(its  sole  shareholder).  Subsequent to the merger the Company adopted the name
Aventura  Holdings,  Inc  and  the  former  company  was  dissolved.

On February 23, 2006, the Company announced that it entered into a Memorandum of
Understanding and Intent (MOU) with Horvath Holdings, LLC to acquire 30% of Ohio
Funding  Group,  Inc.  in  exchange  for 200,000,000 shares of restricted common
stock  in  an  exempt issuance to Horvath Holdings. Integrated into the MOU is a
one  year  option  for  Horvath  to  purchase a controlling interest in Aventura
through  the  sale  of other Horvath controlled entities to Aventura either in a
single  transaction  or  a  series  of  transactions.

                                      F-9


NOTE  2  -  GOING  CONCERN

As  reflected  in the accompanying financial statements, the Company's recurring
losses  from operations, net loss of $2,782,265 for the nine and one half months
ended  December  31,  2005  as a BDC; a net loss of $178,840 for the two and one
half months ended March 15, 2005 prior to election as a BDC and net cash used in
operations  of  $184,906  for  the year ended December 31, 2005; working capital
deficiency of $20,355, a stockholders' deficiency of $320,368 and an accumulated
deficit  of  $11,407,252 at December 31, 2005, raise substantial doubt about our
ability to continue as a going concern.  Our financial statements do not include
any  adjustments  to  reflect  the  possible  effects  on  recoverability  and
classification  of  assets or the amounts and classification of liabilities that
may  result  from  our  inability  to  continue  as  a  going  concern.

Our  ability  to  continue  as  a  going  concern is dependent on the ability to
further  implement  our business plan, raise capital, and generate revenues.  We
presently  do  not  have sufficient revenues to cover our incurred expenses. Our
management recognizes that we must generate additional resources to enable us to
pay  our  obligations as they come due, and that we must ultimately successfully
implement our business plan and achieve profitable operations.  We cannot assure
you  that we will be successful in any of these activities.  Should any of these
events not occur, our financial condition will be materially adversely affected.

The  time  required  for  us  to  become  profitable  from  operations is highly
uncertain,  and  we  cannot assure you that we will achieve or sustain operating
profitability  or  generate  sufficient  cash  flow  to meet our planned capital
expenditures,  working  capital  and debt service requirements. If required, our
ability  to  obtain additional financing from other sources also depends on many
factors  beyond  our control, including the state of the capital markets and the
prospects  for  our  business.  The  necessary  additional  financing may not be
available  to  us or may be available only on terms that would result in further
dilution  to  the  current  owners  of  our  common  stock.

We  cannot assure you that we will generate sufficient cash flow from operations
or  obtain  additional  financing  to  meet  our  obligations..  The  financial
statements  do  not  include  any adjustments to reflect the possible effects on
recoverability and classification of assets or the amounts and classification of
liabilities, which may result from the inability of the Company to continue as a
going  concern.

Management's  Plans

On February 23, 2006, the Company announced that it entered into a Memorandum of
Understanding and Intent (MOU) with Horvath Holdings, LLC to acquire 30% of Ohio
Funding  Group,  Inc. in exchange for 200,000,000 shares of previously un-issued
restricted  Company  stock.  Integrated  into  the  MOU is a one year option for
Horvath to purchase a controlling interest in Aventura through the sale of other
Horvath  controlled  entities  to  Aventura  either in a single transaction or a
series  of  transactions.

Once  we  enter  into  a binding agreement with Horvath Holdings, LLC our future
operating  business  and ownership will change. Therefore, management determined
that  continuing  as a BDC is not practical or appropriate and that it is in the
Company's  best  interest to un-elect BDC status in the second fiscal quarter of
2006.  Un-electing  this status requires a shareholder vote but, inasmuch as one
shareholder  holds  a majority of our stock, we have determined that we can make
this election upon submitting the matter to this one shareholder and then filing
an information statement (Form 14C). Therefore in order to withdraw from its BDC
status,  the  Company  will  first  be  required  to file a Form 14C Preliminary
Information  Statement  regarding  the proposed shareholder vote to withdraw its
BDC  election, and any other matters to be voted on by shareholders. The company
will  not  be  seeking  proxies  as  the Company believes that a majority of its
outstanding stock is controlled by one shareholder who will vote in favor of the
BDC  withdrawal.  Upon  completion of the Preliminary Information Statement, the
Company  will then file a Form 14C Definitive Information Statement, setting the
shareholder  meeting  to  vote on the BDC withdrawal. The Company will then hold
the  shareholder meeting. Assuming majority shareholder approval to withdraw the
BDC  election,  the Company will then file a Form N-54C notifying the Securities
and Exchange Commission that, pursuant to the provisions of Section 54(c), it is
withdrawing  its  election  to  be  subject  to  Sections  55  through 65 of the
Investment  Company  Act.  Upon  completion of this process, the Company will no
longer  be  subject  to  the  Investment  Company  Act  but  will continue as an
operating  reporting public company, and will still be subject to the Securities
Exchange  Act  of  1934.

                                      F-10


Under  the  rules  of  the  Securities  and Exchange Commission, the election to
terminate  status  as a BDC cannot become effective until at least 20 days after
the  accompanying Information Statement has been distributed to the stockholders
of  the  Company.  We expect the termination of such status, and the appropriate
filing to be made with the Securities and Exchange Commission, on or about April
25,  2006.

Management  conducted  its  due  diligence on Ohio Funding Group, Inc. and other
Horvath  Holdings,  LLC  investments.  Horvath  owns  and  operates  successful
automobile  dealerships  and  finance  companies  concentrating in the sub-prime
market.  Horvath  executives  have  decades  of  automobile  industry experience
including  key  public  company  positions.  If  Horvath  exercises their option
discussed  in  our  MOU  and  takes  control  of Aventura, we expect to pursue a
different  business  model  consistent  with their experience including possible
further  acquisitions  within  the  automobile industry. We believe management's
plan  will  allow  the  Company  to  continue  as  a  going  concern.

NOTE  3  -  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES

Basis  of  Presentation

The  accompanying  financial  statements  are  prepared  in  accordance with the
guidance  in  the  AICPA's  Audit  and  Accounting  Guide, "Audits of Investment
Companies"  since  the Company elected to be regulated as a Business Development
Company  effective  March  15, 2005.  In accordance with Article 6 of Regulation
S-X  under  the  Securities Act of 1933 and Securities Exchange Act of 1934, the
Company  does  not  consolidate  portfolio  investments.  Prior  to  filing  our
election  as  a  BDC  Aventura's  consolidated financial statements included the
accounts  of  its  wholly  owned  subsidiary,  Radio  TV  Network, Inc., and its
controlled  subsidiary  Radio  X  Network,  Inc.  All  significant inter-company
accounts  and  transactions  were  eliminated  in  consolidation.

Use  of  Estimates

In  preparing financial statements, management is required to make estimates and
assumptions  that  affect  the  reported  amounts  of assets and liabilities and
disclosure  of  contingent  assets  and liabilities at the date of the financial
statements,  and  revenues  and  expenses  during  the  reported period.  Actual
results  may  differ  from  these  estimates.

Significant  estimates included in the accompanying financial statements include
valuation  of  portfolio  investments (FY 2005), impairment losses on long lived
assets,  valuation  of  non-cash  stock  based transactions and valuation of the
deferred  tax  assets.

Cash  and  Cash  Equivalents

For  the  purpose of the consolidated cash flow statement, the Company considers
all  highly  liquid investments with original maturities of three months or less
at  the  time  of  purchase  to  be  cash  equivalents.

Notes  and  Other  Receivables

The  Company  assesses  the probability of collections on loans, notes and other
receivables  and  records  an  allowance  for  loan  loss  accordingly.

The Company recognizes interest income on notes and loans receivable in default,
and  records  an  appropriate  allowance for loan loss on the resulting interest
receivable.

                                      F-11


Fair  Value  of  Financial  Instruments

We  define  the  fair value of a financial instrument as the amount at which the
instrument  could be exchanged in a current transaction between willing parties.
The  carrying  value  of accounts payable and other debt approximates fair value
because  of the short maturity of those instruments. The estimated fair value of
our  other obligations is estimated based on the current rates offered to us for
similar  maturities.  Based  on  prevailing  interest  rates  and the short-term
maturity  of all of our indebtedness, management believes that the fair value of
our  obligations  approximates  book  value  at  December  31,  2005  and  2004.

Intangible  Assets

Intangible assets consisted of purchased or acquired investments in programming,
and facility usage rights and management services acquired upon the formation of
the  Company's  controlled  subsidiary, Radio X. The Company recorded the assets
pursuant  to  SFAS  141  and  determined  the continuing accounting treatment in
accordance  as  to  SFAS  142.  For  years  prior  to  2005 the Company recorded
amortization  of facility usage rights over five years, management services on a
usage  basis,  and  amortization  of  radio  programs  over  one  year.

Long-Lived  Assets

The  Company accounts for the impairment of long-lived assets in accordance with
Statement  of Financial Accounting Standards No. 144, "Accounting for Impairment
or  Disposal of Long-Lived Assets". Impairment is the condition that exists when
the  carrying amount of a long-lived asset (asset group) exceeds its fair value.
An  impairment  loss  is  recognized only if the carrying amount of a long-lived
asset  (asset group) is not recoverable and exceeds its fair value. The carrying
amount  of a long-lived asset (asset group) is not recoverable if it exceeds the
sum  of the undiscounted cash flows expected to result from the use and eventual
disposition of the asset (asset group). That assessment is based on the carrying
amount  of  the asset (asset group) at the date it is tested for recoverability,
whether in use or under development. An impairment loss shall be measured as the
amount  by which the carrying amount of a long-lived asset (asset group) exceeds
its  fair  value.

Minority  Interest

The  minority  interest  in the net income or loss of the Company's consolidated
subsidiary,  Radio  X, is reflected in the consolidated statements of operations
for  years prior to 2005 after allocation of the minority interest proportionate
share  of  losses  of  the  Radio  X  subsidiary.

Stock-Based  Compensation

The  Company  accounts  for stock options issued to employees in accordance with
the  provisions  of  Accounting  Principles  Board  ("APB")  Opinion  No.  25,
"Accounting  for  Stock  Issued  to  Employees," and related interpretations. As
such,  compensation  cost  is measured on the date of grant as the excess of the
current  market  price  of  the  underlying  stock over the exercise price. Such
compensation  amounts  are  amortized over the respective vesting periods of the
option  grant.  The  Company  adopted the disclosure provisions of SFAS No. 123,
"Accounting  for  Stock-Based  Compensation"  and  SFAS No. 148, "Accounting for
Stock Based Compensation - Transition and Disclosure," which permits entities to
provide  pro  forma  net  income  (loss) and pro forma earnings (loss) per share
disclosures  for employee stock option grants as if the fair-valued based method
defined  in  SFAS  No.  123  had  been  applied.

The  Company  accounts  for  stock  options issued to non-employees for goods or
services  in  accordance  with  SFAS  123.

                                      F-12


Investments

Investments  in  securities  of  unaffiliated issuers represent holdings of less
than  5%  of  the  issuer's voting common stock.  Investments in and advances to
affiliates  are  presented  as  (i)  majority-owned,  if  holdings,  directly or
indirectly,  represent  over  50%  of  the  issuer's  voting  common stock, (ii)
minority-owned  other  controlled  affiliates  if  the  holdings,  directly  or
indirectly, represent over 25% and up to 50% of the issuer's voting common stock
and  (iii)  minority-owned  other  non-controlled  affiliates  if  the holdings,
directly or indirectly, represent 5% to 25% of the issuer's voting common stock.
Investments  -  other  than  securities  represent all investments other than in
securities  of  the  issuer.

Investments  in  securities  or other than securities of privately held entities
are  initially  recorded  at  their  original  cost  as  of the date the Company
obtained  an  enforceable  right  to  demand  the securities or other investment
purchased  and  incurred  an enforceable obligation to pay the investment price.

For  financial statement purposes, investments are recorded at their fair value.
Currently, readily determinable fair values do not exist for our investments and
the fair value of these investments is determined in good faith by the Company's
Board  of  Directors  who engaged  independent valuation experts and ratified by
the  Company's  Board of Directors pursuant to a valuation policy and consistent
valuation  process.  Due  to  the  inherent uncertainty of these valuations, the
estimates may differ significantly from the values that would have been used had
a  ready market for the investments existed and the differences may be material.

Realized  gains  (losses)  from  the  sale  of  investments and unrealized gains
(losses)  from  the  valuation of investments are reflected in operations during
the  period  incurred.

Revenue  Recognition

Prior  to  its  BDC  election  in March, 2005 the Company recognized revenues in
accordance  with  the  guidance  in the Securities and Exchange Commission Staff
Accounting  Bulletin  104. Revenue was recognized when persuasive evidence of an
arrangement exists, as services are provided and when collection of the fixed or
determinable  selling  price  is  reasonable  assured.

Revenues  from  the  current  and  future  activities  as a business development
company  which  may  include  investment  income  such  as  interest  income and
dividends,  and  realized  or unrealized gains and losses on investments will be
recognized in accordance with the AICPA's Audit and Accounting Guide, "Audits of
Investment  Companies."

Income  Taxes

Income taxes are accounted for under the asset and liability method of Statement
of  Financial  Accounting  Standards  No.  109,  "Accounting  for  Income  Taxes
("SFAS109")." Under SFAS 109, deferred tax assets and liabilities are recognized
for  the  future  tax  consequences  attributable  to  differences  between  the
financial  statement  carrying  amounts  of  existing assets and liabilities and
their  respective  tax  bases.  Deferred tax assets and liabilities are measured
using  enacted  tax  rates  expected  to apply to taxable income in the years in
which those temporary differences are expected to be recovered or settled. Under
SFAS  109,  the effect on deferred tax assets and liabilities of a change in tax
rates  is  recognized  in income in the period that includes the enactment date.

Net  Loss  Per  Common  Share

Basic  net  income  (loss) per common share (Basic EPS) excludes dilution and is
computed  by  dividing  net income (loss) available to common stockholder by the
weighted  average  number  of common shares outstanding for the period.  Diluted
net  income  per  share (Diluted EPS) reflects the potential dilution that could
occur  if  stock options or other contracts to issue common stock were exercised
or  converted into common stock or resulted in the issuance of common stock that
then  shared  in  the earnings of the Company.  For 2005, 2004 and 2003, diluted
loss  per  share  is  the  same  as basic loss per share since the effect of all
common stock equivalents was anti-dilutive due to the net loss.  At December 31,
2005  there  were  two  hundred  thirty  five  million  shares  issued that were
considered to be dilutive securities that will dilute future earnings per share.

                                      F-13


Concentrations

The Company maintains its cash in bank deposit accounts, which, at times, exceed
federally  insured  limits.  At  December  31,  2005, the Company had no cash in
United States bank deposits.  The Company has not experienced any losses in such
accounts  through  December  31,  2005.

Revenues  of  $0  and  $30,000  were derived from one customer in 2004 and 2003,
respectively.

NOTE  4  -  INVESTMENTS

At  December  31,  2005,  the  Company held a 50% investment in Radio X Network.
The  original  cost basis was $110,000 and the fair market value at December 31,
2005  was  zero.

At  December  31,  2005  the Company held a 100% investment in Radio TV Network,
Inc.  The  original  cost basis was $0 and the fair market value at December 31,
2005  was  zero.

On  June  3,  2005  the  Company  purchased  ten  percent  of VoIPBlue.com, Inc.
(VoIPBlue)  pursuant  to  a  private  offering  memorandum  of  April  22, 2005.
VoIPBlue.com, Inc. developed software and was structured as a telecommunications
exchange  serving  Voice  over  Internet  Protocol  (VoIP)  wholesale  carriers.
Research  and  development,  software,  operating  and  other  costs  dissolved
investment  capital  and  Company  management  was  unable  to further assist in
day-to-day  operations.  Local  operations ceased in December, 2005 and moved to
Riga,  Latvia  in  an effort to have the VoIPBlue shareholder / developer assume
operational  control.   Latvian  management  was unsuccessful and a decision was
made  in 2006 to cease operations.  VoIPBlue is attempting to sell its developed
and  purchased software, the success of which is difficult to determine as there
is  no  liquid  market.  An  independent  accredited business valuation firm was
hired by the Company to assign a fair market value to the $100,000 investment in
VoIPBlue  at  December  31, 2005.  Advanced Business Valuations determination of
value  was  zero  at  December  31,  2005

On  June  7,  2005  the  Company  issued  880,000,000  shares  of its previously
un-issued  restricted  common  stock  in an exempt issuance in exchange for 100%
interest in Aventura Networks, LLC. The shares were valued at a discounted price
of $0.00091 per share and the purchase were initially reflected on the financial
statements  at  $800,724. During 2005, the Company provided $299,925 in advances
to  Aventura  Networks,  LLC  and  Aventura  Networks,  LLC  paid obligations of
$108,479  for  the  Company  and  made an investment on behalf of the Company in
VoIPBlue.com, Inc. in the amount of $100,000. Aventura Networks was originally a
wholesale VoIP buyer and seller of routes predominantly in third-world countries
where  rates were high and margins were wide. Increased competition led to lower
prices,  reduced  margins  and  Aventura  Networks  exit from the VoIP wholesale
carrier market. Aventura Networks changed direction and began to further develop
and  sell developed and third party VoIP switching and internet protocol private
branch  exchange software. An independent accredited business valuation firm was
hired by the Company to assign a fair market value to the $800,724 investment in
Aventura  Networks  as well as the likelihood of satisfaction of amounts owed to
the  Company at December 31, 2005. Advanced Business Valuations determination of
value  was  zero  at  December  31,  2005  and  an  indeterminable likelihood of
repayment  of  the  debt  owed  to  the Company. Although the valuation firm was
unable  to determine a likelihood of debt repayment, Aventura Networks continues
to  pay  Company  expenses in 2006 through sales and conversion of its assets to
cash.  The Company expensed $50,912 to bad debt expense representing part of the
amount  Aventura  Networks owes the Company at December 31, 2005 and carries the
net  amount  of the receivable at $40,532 representing Company expenses paid and
expectations  of  payments  by  Aventura  Networks  in  2006.

                                      F-14


On February 23, 2006, the Company announced that it entered into a Memorandum of
Understanding and Intent (MOU) with Horvath Holdings, LLC to acquire 30% of Ohio
Funding  Group,  Inc.  in  exchange for 200,000,000 shares of restricted Company
Stock  in  an  exempt issuance to Horvath Holdings. Integrated into the MOU is a
one  year  option  for  Horvath  to  purchase a controlling interest in Aventura
through  the  sale  of other Horvath controlled entities to Aventura either in a
single  transaction  or  a  series  of  transactions.

NOTE  5          DUE  FROM  JOINT  VENTURE PARTNER, NOTE RECEIVABLE AND ADVANCES
RECEIVABLE

Upon formation of the joint venture, the joint venture partner did not establish
a  separate bank account for the joint venture. At December 31, 2003, management
could  not ascertain the collectability of $24,372 of the balance due or $14,910
due  at  December  31,  2004.  Accordingly,  the $24,372 was charged to bad debt
expense  in  2002  and an additional $10,000 charged to bad debt expense in 2004
related  to  an  advance  made  in  the  4th  quarter of 2004 and has been fully
reserved  as  an  allowance  at  December  31,  2004.

On  September  17,  2002,  the  Company  loaned $10,000 to a third party limited
liability  company  ("LLC"). The loan carries annual interest at 10% and matured
on  November  16, 2002. During the term of the loan, the Company may convert the
principal  and  accrued  interest into a 0.3% membership interest in the LLC. If
the  Company elects to convert, no interest due shall be payable to the Company.
If  the  Company  converts  and  holds  the 0.3% membership interest, it will be
entitled  to  receive  a  proportionate 0.3% of the LLC's interest in cash flow,
profits,  and  tax  benefits.  The  note is secured by the pledge of the general
assets  of the LLC. On November 16, 2002, the borrower defaulted and on February
28,  2003, the Company and the LLC executed a letter agreement to extend all due
dates  and  conversion  date  to May 1, 2003. Due to the default and uncertainty
about  collecting  the  receivable and the value of the investment if converted,
the  Company  has established a 100% valuation allowance and charged $10,000 and
the  related  accrued  interest  receivable of $324 to bad debt expense in 2002.
During  2003,  the  Company continued to recognize interest income and a related
bad  debt  expense  $1,000.  The  Company discontinued this accrual in 2004. The
convertible  note  receivable  at  December  31,  2004  was  as  follows:

                                      F-15





                                                    
Convertible  note  receivable                             $10,000
Accrued  interest  receivable                               1,324
Allowance  for  loan  loss                                (11,324)
                                                          --------
                                                          $     -
                                                          ========


The  Company  advanced  a  potential  acquiree  $56,000  in  2002.  Due  to  the
uncertainty  of  collecting  the  balance  due  and  the  uncertain value of the
collateral,  the  Company  charged the $56,000 and related interest of $2,755 at
December  31,  2002  to  bad  debt  expense  in  2002.  During 2003, the Company
continued  to  recognize  interest income and a related bad debt expense $5,600.
The Company discontinued this accrual in 2004 and has reserved 100% of this note
and  related  accrued  interest  through  December 31, 2005 and 2004 as follows:



                                                    
Notes  receivable                                        $56,000
Accrued  interest  receivable                              8,355
Allowance  for  loan  loss                               (64,355)
                                                         --------
                                                         $      -
                                                         ========


NOTE  6          REDEMPTION  OF  DEBENTURES

Prior to fiscal 2004, the Company had received $750,000 pursuant to a Securities
Purchase  Agreement  to  issue  and  sell  12%  convertible  debentures.

During  December  2003  to  the  date  of redemption (March 8, 2004), $87,194 of
debentures were converted into 15,159,326 shares of common stock . Additionally,
from  March  2004  to  May  2004, the Company repaid debenture holders $750,000.

On  March  8,  2004,  the  Company  entered into a redemption agreement with its
debenture  holders, whereby the Company agreed to pay $150,000 per week for five
weeks  commencing  on  March  22,  2004  until such time as the Company has paid
$750,000.  Upon final payment, the Company delivered 20,000,000 shares of common
stock  to  the debenture holders as full satisfaction of all accrued liabilities
under  the  debenture agreements. In May 2004, the Company paid funds due to the
debenture  holders  in  full satisfaction of all liabilities. In connection with
the  redemption  agreement,  the  Company  paid  the  debenture  holders cash of
$750,000,  20,000,000  shares  of  common  stock valued at $720,000 or $.036 per
share,  and  $87,194  of  common shares upon conversion of the debentures. These
were  in  full  satisfaction  of  accrued  penalties  and liquidating damages of
$546,478,  accrued  interest  of $116,188, and debenture liabilities of $750,000
resulting  in  an  aggregate  settlement  expense  of  $144,527.

NOTE  7          LOAN  AGREEMENT  AND  LOSS  ON  FORCLOSURE

From  March  to April, 2004, the Company entered into 2-year loan agreements and
borrowed  an  aggregate  of $824,000. The loans bear interest at a rate equal to
the prevailing 30-day LIBOR rate plus 100 basis points. Interest on the loans is
computed  on the basis of 360-day year for the number of actual days elapsed and
is due and payable quarterly commencing June 2, 2004. The loans are due in March
2006.  If  the  loans  are  not paid by the close of business on the due date in
March 2006, the Company shall pay the lender a late charge equal to five percent
of  the  outstanding principal balance. The Company paid a cash fee equal to 10%
of  the  amount  borrowed  which  is  deducted directly from the proceeds by the
lender.  These fees are recorded debt discount and amortized over the loan term.
Due  to the foreclosure (see below) the entire unamortized portion of these debt
discounts  were  expensed during the year ended December 31, 2004. The loans are
collateralized  by  56,000,000  shares  of  the  Company's  common  stock.  The
collateral  shares are not considered outstanding for accounting purposes and do
not  have  voting  rights  until  and unless they are foreclosed upon due to any
future  default  as  stipulated  in the agreements. The Company defaulted on the
$824,000  loans  payable  in  June  2004 due to non-payment of required interest
payments.  In November 2004, the lender took possession of 56,000,000 collateral
common  shares.  As  a  result  of  this  foreclosure by the lender, the Company
recorded  the  value of the 56,000,000 shares of $1,869,000 and removed the loan
payable  and  accrued  interest  balances of $824,000 and $36,115, respectively,
resulting  in  a  loss on foreclosure of $1,008,885. The value of the 56,000,000
shares was determined using the market price of the shares on the date they were
granted  as  collateral.

                                      F-16


NOTE  8          EMPLOYMENT  AGREEMENT

The  Company  had  an  employment  agreement  with its former president where he
received  $120,000  in  annual  salary,  $30,000  annual guaranteed bonus, a 10%
incentive bonus based on Company financial criteria, and certain fringe benefits
and  expense  reimbursements.  The agreement expired July 2005. In May 2004, the
president  was  issued  10,000,000  shares of the Company's common stock for all
accrued  and  remaining  future  compensation  under  this  agreement.

The  Company  does  not  have  an  employment agreement with its current CEO and
President  Craig A. Waltzer.  Mr. Waltzer contributed services valued at $30,000
during  2005  which  is  recorded as compensation expense and additional paid-in
capital  in  2005.

From  June  7,  2005  through  December 31, 2005 the Company used offices of its
portfolio  investee  Aventura Networks, LLC.  The fair value of the office space
was  nominal  and  not  recorded.
..
NOTE  9     COMMITMENTS  AND  CONTINGENCIES

A  -  Anti-Dilutionand  Additional Share  Issuance  Provisions:
---------------------------------------------------------------

The  Stock  Purchase  Agreement  of  May 27, 2005 and the Aventura Networks, LLC
Interest  Purchase  Agreement  closed  on  June  7,  2005  are  both  subject to
anti-dilution  or  additional  share  issuance provisions which will require the
issuance of a significant quantity of additional common shares for no additional
consideration.  The  issuance  of  additional  shares could significantly dilute
current  shareholders  (see  note  10Y).

B  -  Compliance with the BDC Rules and Regulations under the Investment Company
--------------------------------------------------------------------------------
Act of  1940:
-------------

In  March 2005, we filed an election to become subject to Sections 55 through 65
of  the  Investment  Company Act of 1940, such that we could commence conducting
our  business  activities as a BDC.  In April 2005, we determined to commence an
offering of shares of our common stock as a BDC in accordance with the exemption
from  the registration requirements of the Securities Act of 1933 as provided by
Regulation  E.  In  connection  with that prospective offer, we filed a Form 1-E
with  the U.S. Securities and Exchange Commission (SEC).  In June 2005 we closed
on a $315,000 Stock Purchase Agreement under Regulation E.  On March 24, 2006 we
filed  a  Form 2-E notifying the SEC of the activity pursuant to the 1-E and our
intent  to  discontinue  the  1-E  offering.

In  April 2005 and subsequently we received a series of comment letters from the
SEC  regarding various compliance issues with regard to our status as a Business
Development  Company. As a result, we currently understand that we may be out of
compliance  with certain of the rules and regulations governing the business and
affairs,  financial  status,  and financial reporting items required of BDCs. We
are  making  every  effort to comply as soon as is practicable with the relevant
sections  of  the  1940  Act and are working with our counsel to accomplish that
compliance.  While we are seeking to comply with the 1940 Act, we cannot provide
any  specific  time  frame for full compliance. We cannot predict with certainty
what,  if  any,  regulatory  or  financial  consequences  may  result  from  the
foregoing.  The above matter may result in certain contingent liabilities to the
Company  as  a  result  of  potential  actions  by the SEC or others against the
Company.  Such contingent liabilities could not be estimated by management as of
the  date  of  this  Report. The Company under the direction of prior management
granted  and issued common stock for consulting services after its election as a
BDC in March 2005 and issued and granted additional shares without ascertainable
consideration  which may have violated certain sections of the 1940 Act. Current
management  is  considering  actions to remedy such potential violations. As the
result  of  such  actions,  the Company may incur liabilities to the consultants
which  management  could  not  estimate  as  of  the  date  of  this  report.

                                      F-17


On  March  7,  2006  management  completed its offering under Regulation 1-E and
recommended  the  Board  file  a  Preliminary Information Statement to propose a
shareholder  vote  to withdraw its BDC election. Pending the Board's concurrence
and completion of the Preliminary Information Statement, the Company will file a
Definitive  Information Statement setting the shareholder meeting to vote on the
BDC  withdrawal.  Assuming  shareholder  approval the Company will file Form 54C
notifying  the  Commission that pursuant to provisions of form 54(c), we will be
withdrawing  our  election  to  be  subject  to  Sections  55  through 65 of the
Investment  Company  Act.

The  outcome of the above matters could have a significant impact on our ability
to  continue  as  a  going  concern.  (see  Note  2)

C  -  Violation Of  Stock  Purchase  Agreement:
-----------------------------------------------

The  Company was in violation of provisions of the Stock Purchase Agreement with
Dutchess  Private  Equities  Fund II LP (Dutchess) relating to the timeliness of
the issuance of the June 30, 2005 quarterly report (Form 10-Q).  Dutchess agreed
to  waive  penalties  as the delay was related to actions of past management and
outside  of  the control of the Company.  The Company satisfied the terms of the
Stock  Purchase  Agreement in 2006 and exchanged a mutual release with Dutchess.

D  -  Legal  Matters:
---------------------

On December 30, 2005, the Company filed a complaint in US District Court for the
Southern  District  of  Florida  against  its  former  management  and directors
alleging  inappropriate  issuance  of  Company  shares  to  themselves and their
affiliates.  On  March  22, 2006 the Company settled the lawsuit in exchange for
former  management's agreement to relinquish all rights to approve, authorize or
consent  to  current  managements  decisions  as  contained  in the LLC Purchase
Agreement  between  the  Company  and  the owners of Aventura Networks LLC.  The
Company believes the complaint had merit but did not wish to harm innocent third
parties  in  the  event  these  shares  were  further  distributed. Furthermore,
previous  management  refused  to  relinquish  their  aforementioned  rights and
indicated  their  intention to block our acquisition of Ohio Funding Group, Inc.
as  announced  in  our  February 21, 2006 Memorandum of Understanding and Intent
with  Horvath  Holdings,  LLC  unless  we  settled  by  dismissing  the lawsuit.

From  time  to  time  we  may  become subject to proceedings, lawsuits and other
claims  in  the  ordinary  course  of  business including proceedings related to
environmental  and  other  matters.  Such  matters  are  subject  to  many
uncertainties,  and  outcomes  are  not  predictable  with  assurance.

                                      F-18



NOTE  10          STOCKHOLDERS  EQUITY  AND  LIABILITY PAYABLE WITH COMMON STOCK

Preferred  Stock
----------------

On  June  5, 2003, the Company's Board of Directors authorized 10,000,000 shares
of  preferred  stock,  par  value  $0.001.  Such  preferred stock, or any series
thereof,  shall  have such designations, preferences, participating, optional or
other  annual  rights and qualifications, limitations or restrictions adopted by
the  Company's  Board  of  Directors.  No preferred stock is presently issued or
outstanding  and  no certificate of designation has been filed by the Company to
permit  issuance  of  any  preferred  stock.


Common  Stock  Transactions
---------------------------

A.   In  January  2003,  5,000,000  shares  previously  issuable  were
     issued.

B.   On  February  4,  2003,  the  Company  settled  a  lawsuit  by  issuing
     1,000,000  common  shares and $6,500 in cash. The shares were valued at the
     quoted trading price of $0.03 per share on the settlement date resulting in
     a total settlement expense of $36,500.

C.   On  June  5,  2003,  with  the  approval  of  the  Company's  Board  of
     Directors,  the  authorized  number  of  common  shares,  $0.001 par value,
     authorized by the Company was increased from 100,000,000 to 200,000,000. In
     October 2003, the Company changed the number of authorized common shares to
     500,000,000.

D.   During  the  three  months  ended  December  31,  2003,  in connection with
     the  conversion  of debentures payable, the Company issued 8,898,328 shares
     of  common  stock  upon  the  conversion of debentures payable amounting to
     $25,006.

E.   On  November  15,  2003,  the  Company  entered  into  an  agreement with a
     third party for investor relations services. The term of this agreement was
     from  the date of the contact to December 31, 2003. In connection with this
     agreement,  the  Company  issued  such  consultant  2,000,000 shares of its
     common  stock  for  these  services. The Company valued these shares at the
     fair  market  value  on the date of the agreement or $0.0095 per share, and
     recorded consulting expense of $19,000.

F.   On  December  4,  2003,  the  Company  entered  into  an  agreement  with a
     third  party  for  management  consulting,  business  advisory, shareholder
     information  and  public relations services. The term of this agreement was
     for  two months. In connection with this agreement, the Company issued such
     consultant  10,000,000  shares  of its common stock for these services. The
     Company  valued  these  shares  at the fair market value on the date of the
     agreement  or  $0.004 per share, and recorded consulting expense of $20,000
     and  deferred  consulting  expense  of  $20,000  to  be  amortized over the
     contract term.

G.   On  December  12,  2003,  the  Company  entered  into  an  agreement with a
     third party for investor relations services. The term of this agreement was
     for  a  six-month  period.  In  connection with this agreement, the Company
     issued  such  consultant  3,000,000  shares  of  its common stock for these
     services.  The  Company valued these shares at the fair market value on the
     date  of the agreement or $0.014 per share, and recorded consulting expense
     of  $7,000  and deferred consulting expense of $35,000 to be amortized over
     the contract term.

H.   On  December  15,  2003,  the  Company  entered  into  an  agreement with a
     third party for investor relations services. The term of this agreement was
     for  a  two-month  period.  In  connection with this agreement, the Company
     issued  such  consultant  3,000,000  shares  of  its common stock for these
     services.  The  Company valued these shares at the fair market value on the
     date  of the agreement or $0.054 per share, and recorded consulting expense
     of  $81,000 and deferred consulting expense of $81,000 to be amortized over
     the contract term.

I.   During  the  three  months  ended  March  31,  2004, in connection with the
     conversion  of  debentures  payable, the Company issued 6,260,998 shares of
     common  stock  upon  the  conversion  of  debentures  payable  amounting to
     $62,188.

                                      F-19


J.   During  the  three  months  ended  March 31, 2004, the Company entered into
     agreements with third parties for management consulting, business advisory,
     shareholder  information  and public relations services. In connection with
     these  agreements, the Company issued such consultants 36,800,000 shares of
     its common stock for these services. The Company valued these shares at the
     quoted  trading  price  on the date of the agreement at prices ranging from
     $0.026 to $0.043 per common share resulting in a value of $1,378,400, which
     will be amortized over the one-year contract term.

K.   During  the  three  months  ended  June  30, 2004, the Company entered into
     agreements with third parties for management consulting, business advisory,
     shareholder  information  and public relations services. In connection with
     these  agreements, the Company issued such consultants 13,500,000 shares of
     its common stock for these services. The Company valued these shares at the
     quoted  trading  price  on the date of the agreement at prices ranging from
     $0.027  to  $0.036 per common share resulting in a value of $420,000, which
     will be amortized over the contract terms.

L.   In  May  2004,  the  Company  issued  10,000,000  shares of common stock to
     an  officer  of  the  Company for all accrued compensation through June 30,
     2004  and future compensation under the agreement. The Company valued these
     shares at the quoted trading price on the date of grant of $0.03 per common
     share,  and  reduced accrued compensation by $242,792 and recorded non-cash
     compensation expense of $57,208.

M.   During  the  three  months  ended  September  30,  2004, the Company issued
     shares  to  third  parties  and  the  Company's  CEO  for  past  management
     consulting, business advisory, shareholder information and public relations
     services.  In  connection  with  these  agreements, the Company issued such
     consultants  and  employee  72,250,000 shares of its common stock for these
     services.  The  Company's  CEO  received  66,000,000  of  these shares. The
     Company  valued these shares at the quoted trading price on the date of the
     agreement  at  prices  ranging  from $0.007 to $0.025 per common share, and
     recorded  consulting  expense  of  $1,434,950  with  $1,410,500  charged to
     compensation - officer and $24,450 charged to consulting.

N.   In  September  2004,  the  Company  entered  into a private stock placement
     and  consulting  agreement  whereby  the  Company agreed to sell 53,000,000
     shares  of its common stock for $0.0025 per share or $132,500. The services
     have  been valued at the difference between the quoted trading price on the
     date  prior  to the agreement date and the price paid per shares or $0.0055
     per  share.  The  $291,500 allocated to services will be amortized over the
     two year term of the contract. The Company received $30,000 of the $132,500
     it  was  to receive from the sale of these shares. The Company is trying to
     collect  the  remaining  $102,500,  but  has  been  unsuccessful  and as of
     December  31,  2004 has provided a 100% reserve against this receivable. In
     addition,  since the consultant is not performing under this agreement, the
     $291,500  allocated  to  services  has  been expensed during the year ended
     December 31, 2004.

O.   In  November  2004,  the  Company  issued 500,000 shares of common stock to
     a  consulting for services rendered. The Company valued these shares at the
     quoted  trading  price  on  the  date  of  grant of $0.007 per common share
     resulting in a value of $3,500 which has been expensed as consulting fees.

P.   On  May  13,  2005  the  Company  granted  150,000,000  shares  of  its
     previously  un-issued  unrestricted  free-trading common stock to RTV Media
     Corp.  an  affiliate  of outgoing officer and director T. Joseph Coleman in
     exchange  for settlement of loans totaling $103,500. The shares were valued
     at  $0.007  per share or $1,050,000 on May 13, 2005. The difference between
     the  loan  and value of the securities was recorded as $946,500 in non-cash
     compensation.  As  a  BDC,  the Company is not permitted to issue stock for
     services and believes this transaction is a violation of Section 23a of the
     Investment  Company  Act of 1940. In the event that this transaction is not
     permitted,  the  Company  intends to seek recovery of the shares improperly
     issued and arrange alternate compensation to this recipient, if warranted.

Q.   On  May  26,  2005  the  Company issued 20,000,000 shares of its previously
     un-issued  unrestricted  free-trading  common stock to Big Apple Consulting
     USA,  Inc. pursuant to a June 7, 2005 Consulting Agreement and recorded the
     issuance  as non-cash compensation valued at $0.004 per share or $80,000 of
     which  $48,000 was expensed. The term of the agreement was three months and
     the  agreement  was  cancelled  after  two  months.  6,000,000  shares were
     returned to the Company and retired. As a BDC, the Company is not permitted
     to issue stock for services and believes this transaction is a violation of
     Section  23a  of the Investment Company Act of 1940. In the event that this
     transaction  is  not permitted, the Company intends to seek recovery of the
     shares  improperly  issued  and  arrange  alternate  compensation  to  this
     recipient, if warranted.

                                      F-20


R.   On  May  26,  2005  the  Company issued 30,000,000 shares of its previously
     un-issued  unrestricted  free-trading  common  stock  to the Coleman Family
     Trust  and  recorded the issuance as non-cash compensation valued at $0.004
     per  share  or  $120,000 which was expensed immediately. The Coleman Family
     Trust  is  believed to be owned and / or controlled by outgoing director T.
     Joseph  Coleman.  As a BDC, the Company is not permitted to issue stock for
     services and believes this transaction is a violation of Section 23a of the
     Investment  Company  Act of 1940. In the event that this transaction is not
     permitted,  the  Company  intends to seek recovery of the shares improperly
     issued and arrange alternate compensation to this recipient, if warranted.

S.   On  May  26,  2005  the  Company issued 32,000,000 shares of its previously
     un-issued  unrestricted  free-trading  common stock to Vega 7 Entertainment
     and  recorded  the  issuance  as non-cash compensation valued at $0.004 per
     share  or  $128,000 which was expensed immediately. Vega 7 Entertainment is
     believed  to  be  owned  and / or controlled by outgoing director T. Joseph
     Coleman. As a BDC, the Company is not permitted to issue stock for services
     and  believes  this  transaction  is  a  violation  of  Section  23a of the
     Investment  Company  Act of 1940. In the event that this transaction is not
     permitted,  the  Company  intends to seek recovery of the shares improperly
     issued and arrange alternate compensation to this recipient, if warranted.

T.   On  May  26,  2005  the  Company issued 10,000,000 shares of its previously
     un-issued  unrestricted  free-trading  common  stock  to  Stephen  Kern and
     recorded  the  issuance as non-cash compensation valued at $0.004 per share
     or $40,000 which was expensed immediately. Stephen Kern was a consultant to
     the  Company  providing  investor  relations.  As a BDC, the Company is not
     permitted  to  issue  stock for services and believes this transaction is a
     violation  of  Section  23a  of  the Investment Company Act of 1940. In the
     event  that  this transaction is not permitted, the Company intends to seek
     recovery of the shares improperly issued and arrange alternate compensation
     to this recipient, if warranted.

U.   On  May  26,  2005  the  Company issued 15,000,000 shares of its previously
     un-issued  unrestricted  free-trading  common  stock  to  Peter  Klamka and
     recorded  the  issuance as non-cash compensation valued at $0.004 per share
     or  $60,000  which  was  expensed immediately. Peter Klamka was an outgoing
     director  of  the  Company. As a BDC, the Company is not permitted to issue
     stock  for services and believes this transaction is a violation of Section
     23a  of  the  Investment  Company  Act  of  1940.  In  the  event that this
     transaction  is  not permitted, the Company intends to seek recovery of the
     shares  improperly  issued  and  arrange  alternate  compensation  to  this
     recipient, if warranted.

V.   On  May  26,  2005  the  Company issued 20,000,000 shares of its previously
     un-issued  unrestricted  free-trading  common  stock  to  Mark  Rolland and
     recorded  the  issuance as non-cash compensation valued at $0.004 per share
     or $80,000 which was expensed immediately. Mark Rolland was a consultant to
     the  Company.  As  a  BDC,  the Company is not permitted to issue stock for
     services and believes this transaction is a violation of Section 23a of the
     Investment  Company  Act of 1940. In the event that this transaction is not
     permitted,  the  Company  intends to seek recovery of the shares improperly
     issued and arrange alternate compensation to this recipient, if warranted.

W.   On  May  26,  2005  the  Company issued 35,000,000 shares of its previously
     un-issued  unrestricted  free-trading common stock to Wilshire Capital LTD.
     and  recorded  the  issuance  as non-cash compensation valued at $0.004 per
     share  or $140,000 which was expensed immediately. Wilshire Capital LTD. is
     believed  to  be  owned  and / or controlled by outgoing director T. Joseph
     Coleman. As a BDC, the Company is not permitted to issue stock for services
     and  believes  this  transaction  is  a  violation  of  Section  23a of the
     Investment  Company  Act of 1940. In the event that this transaction is not
     permitted,  the  Company  intends to seek recovery of the shares improperly
     issued and arrange alternate compensation to this recipient, if warranted.

                                      F-21

X.   On May  26,  2005  the  Company  issued 10,000,000 shares of its previously
     un-issued  unrestricted  free-trading  common  stock  to RTV Media Corp. an
     affiliate  of  outgoing officer and director T. Joseph Coleman and recorded
     the issuance as non-cash compensation valued at $0.004 per share or $40,000
     which  was  expensed immediately. As a BDC, the Company is not permitted to
     issue  stock  for  services and believes this transaction is a violation of
     Section  23a  of the Investment Company Act of 1940. In the event that this
     transaction  is  not permitted, the Company intends to seek recovery of the
     shares  improperly  issued  and  arrange  alternate  compensation  to  this
     recipient,  if  warranted.

Y.   On  May  27,  2005  the  Company  entered  into  a Stock Purchase Agreement
     with  Dutchess Private Equities Fund II, L.P. (Dutchess) to sell up to five
     million  dollars  ($5,000,000)  of  the  Company's  previously  un-issued
     unrestricted free-trading common stock over a twenty four (24) month period
     in  accordance  with  the offering circular under Regulation E (file number
     095-00254).  The  terms  of  the agreement call for the Company to submit a
     draw request to Dutchess then transfer a number of shares to Dutchess based
     upon  the  draw  amount  and  current market value of the Company's shares.
     Dutchess  is  then entitled to sell the shares at market to recoup the draw
     amount  plus  a  fifteen  percent  (15%)  profit.  If  Dutchess  has shares
     remaining after recouping the draw amount and fifteen percent (15%) profit,
     Dutchess  is  obligated  to  return the remaining shares to the Company. If
     Dutchess  sells  all  of  the  transferred shares before recouping the draw
     amount  and  fifteen percent (15%) profit the Company is obligated to issue
     additional  shares  to  Dutchess  until the draw amount and fifteen percent
     (15%)  profit are received by Dutchess. There is an anti-dilution paragraph
     (8.4)  in  the  June 7, 2005 LLC Interest Purchase Agreement which entitles
     the  sellers  of  Aventura  Networks, LLC to additional shares in the event
     additional  shares  are  issued to Dutchess relating to the initial draw of
     this Stock Purchase Agreement. By virtue of the LLC Purchase Agreement, the
     former  owners  of  Aventura  Networks  LLC  are  entitled  to  5 times the
     additional  shares  issued  to  Dutchess in the event additional shares are
     issued  pursuant  to  the  initial  draw.  The  May 27, 2005 Stock Purchase
     Agreement  also  grants Dutchess right of first refusal for the issuance of
     new  Company  securities and penalties for non-compliance with the terms of
     the  agreement.  The  Company  was  in violation of provisions of the Stock
     Purchase Agreement relating to the timeliness of the filing of the June 30,
     2005  quarterly  report (Form 10-Q). Dutchess waived penalties as the delay
     was related to actions of past management and outside of the control of the
     Company.  The  initial draw occurred on May 27, 2005 in the amount of three
     hundred  fifteen  thousand  dollars  ($315,000).  The  Company  transferred
     seventy  five  million  (75,000,000)  previously  un-issued  unrestricted
     free-trading  shares  to  Dutchess. On June 3, 2005 the Company's portfolio
     investee  Aventura  Networks, LLC received two hundred ninety nine thousand
     nine  hundred  twenty  five dollars ($299,925) directly from Dutchess after
     deduction  of fifteen thousand dollars ($15,000) for legal fees and seventy
     five dollars ($75) in bank fees from the initial draw. The fifteen thousand
     dollars ($15,000) is treated as a direct financing cost asset and amortized
     to  operations based on the ratio of Dutchess proceeds from sale of Company
     shares  issued  to them compared to the total liability payable with common
     stock.  On September 28, 2005 Dutchess received an additional fifty million
     (50,000,000)  previously  un-issued  unrestricted  free-trading  shares, an
     additional  fifty  million  (50,000,000)  previously un-issued unrestricted
     free-trading  shares  on  November  3, 2005 and an additional sixty million
     (60,000,000)  previously  un-issued  unrestricted  free-trading  shares  on
     December  29,  2005 towards satisfaction of the obligations for the initial
     draw  amount  and  the  Company's  Board  approved the issuances. The stock
     purchase  transaction  is recorded as a liability payable with common stock
     due to the criteria of FASB Statement 150 (Accounting for Certain Financial
     Instruments  with  Characteristics  of  both Liabilities and Equity (Issued
     5/03))  at  the  fair value of the total guaranteed return of $362,250. The
     $47,250  difference  between  the  $362,250  and the $315,000 investment is
     treated as a deferred financing cost. As of December 31, 2005 Dutchess sold
     149,299,004  shares  for  $235,940  and  $40,545 was amortized as a cost of
     financing.  For financial reporting purposes, all shares issued to Dutchess
     are  not  considered issued or outstanding until a final settlement date is
     achieved.  At  December  31, 2005 however the issued shares to Dutchess are
     considered dilutive for purposes of the computation of diluted earnings per
     share. In February 2006 an additional fifty million (50,000,000) previously
     un-issued  unrestricted  free-trading shares were issued to Dutchess and in
     March  2006  a  final  fifteen  million  (15,000,000)  previously un-issued
     unrestricted  free-trading  shares  were issued to Dutchess. After Dutchess
     sold  the  last  of  the  shares  issued in March 2006 our loan balance was
     $978.11. Aventura Networks, LLC issued a check to Dutchess on behalf of the
     Company  to  fully  satisfy the debt. Immediately after satisfying our Debt
     with Dutchess we exchanged a mutual release.

                                      F-22


Z.   On June  7,  2005  the  Company issued 880,000,000 shares of its previously
     un-issued  restricted  common  stock  in  an  exempt  issuance  to Aventura
     Holdings,  Inc.  -  old in exchange for 100% interest in Aventura Networks,
     LLC.  The  shares  were  valued at $0.00091 per share based on a discounted
     quoted  trading  price.  The  investment  is  reflected  on  the  financial
     statements  at  $800,724.  Aventura  Holdings,  Inc.  - old distributed its
     shares  and  anti-dilution  rights  to its sole shareholder (Melissa Apple,
     Trustee  of  the  Maria  Lopez  Irrevocable  Trust UTD March 29, 2004) then
     merged  with  the Company on October 17, 2005. The Company adopted the name
     Aventura  Holdings,  Inc.  -  new  and  Aventura  Holdings,  Inc. - old was
     dissolved.

AA.  On December  29,  2005  the  Company  issued  500,000,000  shares  of  its
     previously  un-issued  restricted  common  stock  in  an exempt issuance to
     Melissa  Apple,  Trustee of the Maria Lopez Irrevocable Trust UTD March 29,
     2004  as  additional  shares due the owners of Aventura Networks, LLC under
     the  anti-dilution  provision  contained  in  the May 27, 2005 LLC Purchase
     Agreement  (See Item  10Y).  On  December 29,  2005 300,000,000  additional
     shares  of  restricted  section  144 common stock became issuable under the
     anti-dilution  provision  of  the Aventura Networks, LLC Purchase Agreement
     (See  Item  10Y).

BB.  On December  29,  2005  300,000,000  additional shares of restricted common
     stock  became  issuable  under  the anti-dilution provision of the Aventura
     Networks,  LLC  Purchase  Agreement  (See  Item  10Y).

NOTE  11      INCOME  TAXES

There was no income tax expense or benefit for federal and state income taxes in
The  consolidated  statement  of operations for years 2005, 2004 and 2003 due to
the  Company's  net  loss  and valuation allowance on the resulting deferred tax
asset.

The  actual  tax  expense  differs from the "expected" tax expense for the years
ended  December  31,  2004  and  2003  (computed  by  applying  the U.S. Federal
Corporate  tax  rate  of  34%  to  income  before  taxes)  as  follows:



                                                                 
                                             2005              2004            2003
                                        ---------------  ---------------  ---------------
Computed "expected" tax benefit         $(1,006,776.00)  $   (1,794,447)  $     (460,713)
State income taxes                             (22,494)        (174,167)         (64,625)
Change in tax rate benefits                          -                -          (91,266)
Stock for services and/or settlement           547,570        1,709,615           55,590
Other                                          313,894                -           13,910
Change in deferred tax asset valuation         167,806          258,999          547,104
                                        ---------------  ---------------  ---------------
                                        $            -   $            -   $            -
                                        ===============  ===============  ===============

The tax effects of temporary differences that give rise to significant portions of deferred tax assets
and liabilities at December 31, 2005 are as follows:

                                              2005             2004
                                        ---------------  ---------------
Deferred tax assets:

Net operating loss carryforward         $    1,352,214   $    1,184,409
Loan loss allowance                             75,146           75,146
                                        ---------------  ---------------
Total deferred tax assets                    1,427,360        1,259,555
Less: valuation allowance                   (1,427,360)      (1,259,555)
                                        ---------------  ---------------
Net deferred tax asset                  $            -   $            -
                                        ===============  ===============


                                      F-23


At  December  31, 2005, the Company had useable net operating loss carryforwards
of  approximately $4,198,000 for income tax purposes, available to offset future
taxable  income  expiring  in  2019.

The  valuation  allowance  at January 1, 2005 was $1,259,555.  The net change in
the  valuation allowance during the year ended December 31, 2005 was an increase
of  $167,806.

NOTE  12          RELATED  PARTY  AND  AFFILIATE  TRANSACTIONS

The  following  disclosures comply with generally accepted accounting principles
and the disclosure requirements under the Regulation S-X, Article 6, with regard
to  affiliate  investments  and  transactions.  See  Schedule of Investments for
identification  of  Investments  in  Affiliates.

The  Company  has  controlling  interests in certain investments at December 31,
2005  (see  Schedule  of  Investments  for  identification  of  Investments  in
Affiliates  and  Note  4).

The  Company  advanced  funds  to its controlled portfolio companies during 2005
(see  Note  4).

Due to stockholder at December 31, 2004 represents non-interest bearing advances
from  the  Company's  then  president  and principal stockholder who resigned in
2005.

NOTE  13  -  SUBSEQUENT  EVENTS

In  February  and March 2006 the Company issued 50,000,000 and 15,000,000 shares
respectively  of its previously un-issued unrestricted free-trading common stock
to  Dutchess  Private  Equities  Fund  II LP (Dutchess) pursuant to a $5,000,000
Stock  Purchase  Agreement. After Dutchess sold the last of the shares issued in
March  2006 our loan balance was $978.11.  Aventura Networks, LLC issued a check
to  Dutchess  on  behalf  of the Company to fully satisfy the debt.  Immediately
after  satisfying  our  Debt  with  Dutchess we exchanged a mutual release.  The
Company  was obligated to issue these shares and funds to Dutchess as additional
re-payment  of  the  May  27,  2005  $315,000  advance  (See  Note  10Y).

On February 23, 2006, the Company announced that it entered into a Memorandum of
Understanding and Intent (MOU) with Horvath Holdings, LLC to acquire 30% of Ohio
Funding  Group,  Inc.  in  exchange for 200,000,000 shares of restricted Company
stock.  Integrated  into  the MOU is a one year option for Horvath to purchase a
controlling  interest  in  Aventura through the sale of other Horvath controlled
entities to Aventura either in a single transaction or a series of transactions.

                                      F-24


ITEM  9.  CHANGES  IN  AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING AND
FINANCIAL  DISCLOSURE

 None.

ITEM  9A.     CONTROLS  AND  PROCEDURES

As  required by SEC rules, we have evaluated the effectiveness of the design and
operation  of  our  disclosure  controls and procedures at the end of the period
covered  by  this  report. This evaluation was carried out under the supervision
and  with  the  participation  of  our  management.  Based  on  this evaluation,
management  has  concluded  that  the  design  and  operation  of our disclosure
controls  and  procedures  are  effective. There were no changes in our internal
control  over  financial  reporting  or  in  other  factors that have materially
affected,  or  are  reasonably likely to materially affect, our internal control
over  financial  reporting.

Our  disclosure  controls and procedures are designed to ensure that information
required  to  be disclosed by us in the reports that we file or submit under the
Exchange  Act  is  recorded, processed, summarized and reported, within the time
periods  specified  in  the  SEC's  rules  and  forms.  Disclosure  controls and
procedures  include,  without  limitation,  controls  and procedures designed to
ensure  that  information  required to be disclosed by us in the reports that we
file  under  the Exchange Act is accumulated and communicated to our management,
including  principal  executive  officer  and  principal  financial  officer, as
appropriate,  to  allow  timely  decisions  regarding  required  disclosure.

ITEM  9B.     OTHER  INFORMATION

None

                                       62



                                    PART III

ITEM  10.     DIRECTORS  AND  EXECUTIVE  OFFICERS  OF  THE  REGISTRANT

The  officers  and  directors  of  the  Company  are  as  follows:




                        
NAME                     AGE  POSITION
-----------------------  ---  ------------------------

Craig A. Waltzer          44  Chief Executive Officer
                              Chairman
James Reskin              47  Chief Compliance Officer
Jere J. Lane              52  Director
Sean Josiah               36  Director
Arlene Waltzer            65  Director
Anthony J. Roberts, Sr.   69  Director


Each  director  of the Company holds such position until the next annual meeting
of  the  Company's  stockholders  and  until  his  successor is duly elected and
qualified.  The  officers  hold  office until the first meeting of  the board of
directors  following  the  annual  meeting  of  stockholders  and  until  their
successors  are  chosen  and qualified, subject to early removal by the board of
directors.

The  Audit  Committee

The  Audit  Committee  operates  pursuant  to a charter approved by the Board of
Directors.  The  charter sets forth the responsibilities of the Audit Committee.
The  primary  function  of the Audit Committee is to serve as an independent and
objective  party  to  assist  the  Board  of  Directors  in  fulfilling  its
responsibilities  for overseeing and monitoring the quality and integrity of the
Company's financial statements, the adequacy of the Company's system of internal
controls,  the review of the independence, qualifications and performance of the
Company's  independent registered public accounting firm, and the performance of
the  Company's  internal  audit  function.  The  Audit  Committee  is  presently
composed  of  two  persons  -  Messrs.  Josiah and Lane (Chair), each of whom is
considered  independent.  The  Company's  Board of Directors has determined that
Jere J. Lane is the "audit committee financial expert" as defined under Item 401
of  Regulation  S-K  of  the  1934  Act.  Messrs.  Josiah and Lane each meet the
current  independence  and experience requirements of Rule 10A-3 of the 1934 Act
and,  in  addition,  are  not  "interested persons" of the Company as defined in
Section  2(a)(19)  of  the  Investment  Company  Act  of  1940.

Section  16(a)  Beneficial  Ownership  Reporting  Compliance

Pursuant to Section 16(a) of the 1934 Act, the Company's directors and executive
officers,  and  any  persons  holding  more  than  10%  of its common stock, are
required to report their beneficial ownership and any changes therein to the SEC
and the Company. Specific due dates for those reports have been established, and
the  Company  is  required  to report herein any failure to file such reports by
those  due  dates.  Based  on  the Company's review of Forms 3, 4 and 5 filed by
such  persons,  the  Company believes that during the fiscal year ended December
31,  2005, all Section 16(a) filing requirements applicable to such persons were
met  in  a  timely  manner.

                                       63


ITEM  11.     EXECUTIVE  COMPENSATION

COMPENSATION  OF  DIRECTORS  AND  OFFICERS

The  following  table  sets  forth  the  remuneration  of  each of the Company's
executive  officers  during  each  of  its  three  most  recent  fiscal  years:




                   
NAME               YEAR  AMOUNT
-----------------  ----  ----------

Craig A. Waltzer   2005  $   30,000
                   2004           -
                   2003           -

T. Joseph Coleman  2005   1,478,000
                   2004
                   2003

Peter Klamka       2005      60,000
                   2004           -
                   2003           -


1  -  Contributed  services
2  -  Payment  in  Company  shares


The Company has no stock option, retirement, pension, or profit-sharing programs
for  the  benefit  of  directors,  officers,  or  other  employees.

The Company has no investment adviser as defined in section 2(a)(20) of the 1940
Act.


ITEM  12.     SECURITY  OWNERSHIP  OF  CERTAIN  BENEFICIAL OWNERS AND MANAGEMENT

Management

The  following table sets forth, as of March 28, 2006, each stockholder who owns
more than 5% of our outstanding shares of common stock, each director, the chief
executive  officer,  our  executive  officers  and  our  directors and executive
officers as a group.  As of such date, Melissa Apple, Trustee of the Maria Lopez
Irrevocable  Trust  UTD  March  29,  2004 owned more than 50% of our outstanding
voting securities, and would be deemed to control us, as such term is defined in
the  1940  Act.  The  Trustee  is a former spouse of Craig A. Waltzer, our Chief
Executive Officer, and for that reason, while the Trustee must act in the manner
she  alone  deems  appropriate  in her sole and exclusive discretion, this prior
affiliation  is  disclosed.  Unless  otherwise  indicated,  we believe that each
beneficial  owner  set  forth in the table has sole voting and investment power.
Current  management  inquired  whether the Company's former President / Director
(T.  Joseph Coleman) was a person who beneficially owns or owned at December 31,
2005  in  excess  of  five  percent  of the Company's common stock.  Mr. Coleman
indicated  that  he was "unaware of any individual or entity that currently owns
or  controls  more than 5% of AVNT."  At December 31, 2004 T. Joseph Coleman and
fellow  former  Director  and  brother  William  H.  Coleman reported beneficial
ownership  of  approximately  twenty-one  percent  of outstanding Company stock.
During  2005  the  Company  issued  T. Joseph Coleman and William H. Coleman (or
their  affiliated  entities)  a  substantial  number of shares (see item 5).  If
Messrs.  Coleman  were  controlling  person(s) and distributed their shares, the
Company  is unaware whether their shares were disposed of in a manner consistent
with  distribution  and  disclosure obligations (including any exemptions relied
upon  by  Messrs.  Coleman).



                                                                                            

                                                                                NUMBER OF SHARES  PERCENTAGE
                                                                                      OWNED        OF CLASS
                                                                                ----------------  ----------
Melissa Apple, Trustee of the Maria Lopez Irrevocable Trust UTD March 29, 2004    2,005,000,000       68.09%



(1) Includes 625,000,000 issuable shares pursuant to the anti-dilution provision
in  the  LLC  Purchase  Agreement.

(2)  Based  on  2,319,657,813  shares  outstanding  as  of  March  28, 2006 plus
625,000,000  issuable.


ITEM  13.     CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS

None.

                                       64


ITEM  14.     PRINCIPAL  ACCOUNTANT  FEES  AND  SERVICES

AUDIT  FEES

The  aggregate  fees  billed by the Company's auditors for professional services
rendered  in  connection  with  the  audit  of the Company's annual consolidated
financial  statements  for  fiscal 2005 and 2004 and reviews of the consolidated
financial  statements included in the Company's Forms 10-KSB for fiscal 2005 and
2004  were  approximately  $28,000  and  $17,000,  respectively.

AUDIT-RELATED  FEES

For  fiscal  2005  the  auditors  billed $14,000 relating to assistance with SEC
comment  responses.  For fiscal 2004 and 2003, the Company's auditors billed for
service  related to an SB-2 registration filing with the SEC in the amount of $0
and  $2,000,  respectively.  The  Company's auditors did not bill any additional
fees  for  assurance  and  related  services  that are reasonably related to the
performance of the audit or review of the Company's financial statements and are
not  reported  under  "Audit  Fees"  above.

TAX  FEES

The  aggregate  fees  billed by the Company's auditors for professional services
for  tax  compliance, tax advice, and tax planning were $0, $0 and $0 for fiscal
2005,  2004  and  2003,  respectively.

ALL  OTHER  FEES

The  aggregate  fees  billed  by  the Company's auditors for all other non-audit
services  rendered  to  the  Company,  such  as  attending  meetings  and  other
miscellaneous  financial  consulting,  in  fiscal  2005 and 2004 were $0 and $0,
respectively.

                                       65


                                     PART IV

ITEM  15.     EXHIBITS  AND  FINANCIAL  STATEMENT  SCHEDULES


REGULATION
S-B NUMBER                         EXHIBIT

   31     Rule  13a-14(a)/15d-14(a)  Certification  of  Chief  Executive
          Officer and Chief Financial Officer of the Company

   32     Section  906  Certification  by  Chief  Executive  Officer  and
          Chief Financial Officer

                                       66


                                   SIGNATURES

In  accordance  with the requirements of the Exchange Act, the registrant caused
this  report  to  be  signed  on  its  behalf by the undersigned, thereunto duly
authorized.

          AVENTURA  HOLDINGS,  INC.



March  28,  2006          By:     /s/  Craig  A.  Waltzer
                                  -----------------------
                                  Craig  A.  Waltzer
                                  Chief  Executive  Officer,
                                  President,  and  Director

                                       67