Summary of AVENTURA HOLDINGS INC.

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

The following discussion should be read in conjunction with our financial statements and notes thereto appearing elsewhere in this report.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

This Form 10-Q for the quarter ended September 30, 2008 contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements may be identified by the use of forward-looking terminology, such as "may", "shall", "could", "expect", "estimate", "anticipate", "predict", "probable", "possible", "should", "continue", or similar terms, variations of those terms or the negative of those terms. The forward-looking statements specified in the following information have been compiled by our management on the basis of assumptions made by management and are considered by management to be reasonable. Our future operating results, however, are impossible to predict and no representation, guaranty, or warranty is to be inferred from those forward-looking statements.

The assumptions used for purposes of the forward-looking statements specified in the following information represent estimates of future events and are subject to uncertainty as to possible changes in economic, legislative, industry, and other circumstances. As a result, the identification and interpretation of data and other information and their use in developing and selecting assumptions from and among reasonable alternatives require the exercise of judgment. To the extent that the assumed events do not occur, the outcome may vary substantially from anticipated or projected results, and, accordingly, no opinion is expressed on the achievability of those forward-looking statements. No assurance can be given that any of the assumptions relating to the forward-looking statements specified in the following information are accurate, and we assume no obligation to update any such forward-looking statements.

RECENT DEVELOPMENTS

On May 16, 2007, the warrant held by Horvath Holdings, LLC that would have enabled Horvath to acquire a controlling interest in the Company expired unexercised and Horvath's proxy to vote the shares owned by the current majority shareholder of the Company the Maria Lopez Irrevocable Trust UTD March 29, 2004 (the "Trust") expired.

On September 24, 2007 the Company acquired an additional 39.2% of Ohio in exchange for the assumption of certain debt.

On November 6, 2007 under a negotiated settlement agreement Horvath returned four hundred million shares of Company common stock to the Company's treasury, the Company returned its 99.2% interest in Ohio Funding Group, Inc. to Horvath, Horvath forfeited all Board seat designation rights, Registration Rights, its Securities Purchase Agreement, the Company was released from our obligation to effect any Horvath demand registrations, "piggyback" registrations, or to pay for any expenses incurred in connection therewith. Also in connection with the negotiated settlement agreement, Horvath paid certain debt previously acquired by the Company and American Dealer Enterprise Group, LLC (ADEG) converted its entire note due from the Company( including accrued interest) to 146,880,667 fully paid nonassessable shares of Company common stock. The amount due on the ADEG note including accrued interest at the time of settlement was $220,321 and the conversion rate was $0.0015 per share.

On December 27, 2007, the Company acquired certain intellectual property from IPWebTV, Inc. (an unrelated Delaware corporation) that was to be integrated into products being developed for the Company's subsidiary. The purchase price was 500 shares of the Company's previously unissued nonassessable convertible preferred stock. Each share of the convertible preferred stock could have been exchanged for one million shares of the Company's common stock.

On September 30, 2008, the Company's subsidiary and IPWebTV agreed that the Company's direction was not consistent with the IPWebTV business model and released its rights to certain intellectual property in exchange for the return of the Company's 500 convertible preferred shares. The Company has moved forward with a business model concentrating in the enterprise video surveillance market.

The Company retired and cancelled all 500 convertible preferred shares and has no preferred shares or other convertible securities outstanding as of this date.

RESULTS OF OPERATIONS

Prior to November 6, 2007, the Company consolidated its controlling interest in Ohio Funding Group, Inc. into our financial statements. On November 6, 2007 Ohio ceased operating as a subsidiary of the Company. Ohio's activity is portrayed in the financial statements as discontinued operations.

For a discussion of factors that could impact operating results, see the section entitled "Risk Factors" in Item 1A, which is incorporated herein by reference.

                                 For the Nine        For the Nine          For the Three       For the Three
                                 Months Ended        Months Ended          Months Ended        Months Ended
                                 September 30,       September 30,         September 30,       September 30,
                                     2008                2007                  2008                2007
                                  (unaudited)         (unaudited)           (unaudited)         (unaudited)
REVENUES:
Sales                           $        15,695                  -                     -      $            -
Less: cost of sales                       4,230                  -                     -                   -

Gross Profit                             11,465                  -                     -                   -
Fee Income                              166,894                                    69,845

Total Revenues                          178,359                  -                 69,845                  -
EXPENSES:
General & Administrative                 94,044             130,825                35,091              48,314

Income (loss) from
continuing operations                    84,315            (130,825 )              34,754             (48,314 )
Discontinued operations                      -             (120,084 )                  -              (48,962 )

Net Income (Loss)               $        84,315     $      (250,909 )     $        34,754     $       (97,276 )

INCOME (LOSS) PER SHARE:
Net Income (loss) Per
Common Share - Basic and
Diluted                         $           nil     $          (nil )     $           nil     $          (nil )

Weighted Common Shares
Outstanding - Basic and
Diluted                           2,790,324,194       3,043,443,527         2,790,324,194       3,043,443,527

REVENUES

Revenues for the nine months ended September 30, 2008 were $178,359 compared to revenues for the nine months ended September 30, 2007 of $0.

OPERATING AND OTHER EXPENSES

Operating expenses for the nine months ended September 30, 2008 were $94,044 compared to operating expenses for the nine months ended September 30, 2007 of $130,825.

Financing expenses were $0 for the nine months ended September 30, 2008 compared to $14,619 for the nine months ended September 30, 2007.

As a result of these factors, we reported net income of $84,315 or $nil per share for the nine months ended September 30, 2008 as compared to a net (loss) of ($250,909) or ($.nil) per share for the nine months ended September 30, 2007.

LIQUIDITY AND CAPITAL RESOURCES

At September 30, 2008, we had an accumulated deficit of $1,078,451 and liabilities exceeding assets by $25,028.

We have no material commitments for capital expenditures.

Net cash provided in operations during the nine months ended September 30, 2008 was $2,513 primarily relating to our $84,315 net income, $47,883 decrease in due to others, $32,500 of fixed assets received in exchange for fees, $12,837 decrease in accounts payable and a $12,484 increase in accrued compensation. In the comparable period of September 30, 2007, we had net cash used in operations of $58,772, primarily relating to the net (loss) of ($250,919) and $128,966 from discontinued operations.

No cash was provided or used by investing activities for the nine months ended September 30, 2008 and September 30, 2007.

$1,500 from a third party loan was used by financing activities for the nine months ended September 30, 2008 while $50,000 was provided for the nine months ended September 30, 2007 by virtue of a note payable.

The Company relies upon outside entities to finance its operations and provide capital for lending activities. A tightening of capital markets can reduce or eliminate funding sources resulting in a decrease in our liquidity and an inability to generate revenues from new lending activities.

Off Balance Sheet Arrangements

There are no off balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.

CRITICAL ACCOUNTING POLICIES

A summary of significant accounting policies is included in Note 3 to the unaudited financial statements included elsewhere in this Report. We believe that the application of these policies on a consistent basis enables us to provide useful and reliable financial information about our operating results and financial condition.