UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_____________________________

FORM 10-Q

(Mark One)

| x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. |
|---|------------------------------------------------------------------------------------------|

 

For the Quarter ended December 31, 2008

 

| o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. |
|---|-------------------------------------------------------------------------------------------|

 

For the transition period from ____________________ to _____________________

 

Commission File No. 0-15862

 

| GVC VENTURE CORP.                                      |
|--------------------------------------------------------|
| (Exact name of registrant as specified in its charter) |

 

| Delaware                                                      |   | 13-3018466                            |
|---------------------------------------------------------------|--------|---------------------------------------|
| (State or other jurisdiction ofincorporation or organization) |   | (I.R.S. Employer

Identification No.) |

 

| The Chrysler Building, 405 Lexington Avenue, Suite 2600, New York, New York | 10174      |
|-----------------------------------------------------------------------------|------------|
| (Address of principal executive offices)                                    | (Zip code) |

                                                                                                                                                                 

| Registrant’s telephone number, including area code: | (212) 907-6610 |
|-----------------------------------------------------------|----------------|

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

| Yes | x | No | o |
|-----|---|----|---|

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o Accelerated filer o Non-accelerated filer o Smaller reporting companyx

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes x No o

 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of latest practicable date: As of January 31, 2009, there were 14,194,516 shares of Common Stock, $.01 par value per share outstanding.

 

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| **Item 1.** | **Financial Statements** |
|-------------|--------------------------|

**GVC VENTURE CORP**

**BALANCE SHEETS**

**(Dollars in thousands)**

 

 

|                                                                                                 |   | **December 31,2008** |    | **June 30,2008** |   |
|------------------------------------------------------------------------------------------------------|--------|----------------------|---------|------------------|--------|
| **ASSETS**                                                                                           |   | (Unaudited)          |    | (Audited)        |   |
| Current assets:                                                                                      |   |                 |    |             |   |   |   |
| Cash and cash equivalents                                                                            |   | $                    | 49      |                  |   | $ | 61 |  |   |
|                                                                                                 |   |                 |    |                  |   |   |   |  |   |
| Total current assets                                                                                 |   |                 | 49      |                  |   |   | 61 |  |   |
|                                                                                                 |   |                 |    |                  |   |   |   |  |   |
| Other assets                                                                                         |   |                 | 1       |                  |   |   | 1 |  |   |
|                                                                                                 |   |                 |    |                  |   |   |   |  |   |
| **TOTAL ASSETS**                                                                                     |   | $                    | 50      |                  |   | $ | 62 |  |   |
|                                                                                                 |   |                 |    |                  |   |   |   |  |   |
| **LIABILITIES AND STOCKHOLDERS’ DEFICIT**                                                      |   |                 |    |                  |   |   |   |  |   |
| Current liabilities:                                                                                 |   |                 |    |                  |   |   |   |  |   |
| Accounts payable and other accrued expenses                                                          |   | $                    | 126     |                  |   | $ | 124 |  |   |
|                                                                                                 |   |                 |    |                  |   |   |   |  |   |
| Total current liabilities                                                                            |   |                 | 126     |                  |   |   | 124 |  |   |
|                                                                                                 |   |                 |    |                  |   |   |   |  |   |
| **TOTAL LIABILITIES**                                                                                |   |                 | 126     |                  |   |   | 124 |  |   |
|                                                                                                 |   |                 |    |                  |   |   |   |  |   |
|                                                                                                 |   |                 |    |                  |   |   |   |  |   |
| Stockholders’ deficit:                                                                         |   |                 |    |                  |   |   |   |  |   |
| Preferred stock, $.01 par value, authorized 1,000,000 shares, none issued or outstanding             |   |                 | — |                  |   |   | — |  |   |
| Common stock, $.01 par value, authorized 50,000,000 shares, issued and outstanding 14,194,516 shares |   |                 | 142     |                  |   |   | 142 |  |   |
| Additional paid-in capital                                                                           |   |                 | 2,266   |                  |   |   | 2,266 |  |   |
| Accumulated deficit                                                                                  |   |                 | (2,484  | )                |   |   | (2,470 | ) |   |
| Total stockholders’ deficit                                                                    |   |                 | (76     | )                |   |   | (62 | ) |   |
|                                                                                                 |   |                 |    |                  |   |   |   |  |   |
| **TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT**                                                |   | $                    | 50      |                  |   | $ | 62 |  |   |

 

See notes to financial statements.

 

-2-

 

 

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| **GVC VENTURE CORP.**

**STATEMENTS OF OPERATIONS**

**(UNAUDITED)**(Dollars in thousands, except per share data) |
|-------------------------------------------------------------------------------------------------------------------|

 

 

|                                                      |   | Three Months Ended December 31, |       |
|-----------------------------------------------------------|--------|---------------------------------|------------|
|                                                      |   | 2008                            |       | 2007 |   |
|                                                      |   |                            |       |   |   |   |   |
| Interest income                                           |   | $                               | —    |  |   | $ | 1 |  |   |
|                                                      |   |                            |       |  |   |   |   |  |   |
| Expense:                                                  |   |                            |       |  |   |   |   |  |   |
| Corporate office, legal, audit andadministrative expenses |   |                            | 7          |  |   |   | 6 |  |   |
| Total expense                                             |   |                            | 7          |  |   |   | 6 |  |   |
| Loss from operations                                      |   |                            | (7         | ) |   |   | (5 | ) |   |
| Income tax expense                                        |   |                            | —    |  |   |   | — |  |   |
| Net loss                                                  |   | $                               | (7         | ) |   | $ | (5 | ) |   |
|                                                      |   |                            |       |  |   |   |   |  |   |
| Basic and diluted loss per share                          |   | $                               | —    |  |   | $ | — |  |   |
| Weighted average common shares outstanding:               |   |                            |       |  |   |   |   |  |   |
| Basic and diluted                                         |   |                            | 14,194,516 |  |   |   | 14,194,516 |  |   |
|                                                      |   |                            |       |  |   |   |   |  |   |

 

| See notes to financial statements. |
|------------------------------------|

 

 

-3-

 

 

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| **GVC VENTURE CORP.**

**STATEMENTS OF OPERATIONS**

**(Unaudited)**

**(Dollars in thousands, except per share data)** |
|-------------------------------------------------------------------------------------------------------------------------|

 

 

|                                                       |   | Six Months Ended December 31, |       |
|------------------------------------------------------------|--------|-------------------------------|------------|
|                                                       |   | 2008                          |       | 2007 |   |
|                                                       |   |                          |       |   |   |   |   |
| Interest income                                            |   | $                             | —    |  |   | $ | 2 |  |   |
|                                                       |   |                          |       |  |   |   |   |  |   |
| Expense:                                                   |   |                          |       |  |   |   |   |  |   |
| Corporate office, legal, audit and administrative expenses |   |                          | 14         |  |   |   | 14 |  |   |
| Total expense                                              |   |                          | 14         |  |   |   | 14 |  |   |
| Loss from operations                                       |   |                          | (14        | ) |   |   | (12 | ) |   |
| Income tax expense                                         |   |                          | —    |  |   |   | 1 |  |   |
| Net loss                                                   |   | $                             | (14        | ) |   | $ | (13 | ) |   |
|                                                       |   |                          |       |  |   |   |   |  |   |
| Basic and diluted loss per share                           |   | $                             | —    |  |   | $ | — |  |   |
| Weighted average common shares outstanding:                |   |                          |       |  |   |   |   |  |   |
| Basic and diluted                                          |   |                          | 14,194,516 |  |   |   | 14,194,516 |  |   |

 

 

See notes to financial statements.

 

-4-

 

 

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|                                                     |   |   |
|----------------------------------------------------------|--------|--------|
| **GVC VENTURE CORP.**                                    |
| **STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT** |
| **FORTHESIXMONTHSENDEDDECEMBER 31, 2008**                |
| (Dollars in thousands)                                   |

 

|                                                                 |        | Common Stock |        | Paid-in |         | Accumulated |        |         |        |        |
|-----------------------------------------------------------------|--------|--------------|--------|---------|---------|-------------|--------|---------|--------|--------|
|                                                                 |        | Shares       |        | Amount  |         | Capital     |        | Deficit |        |        | Total |  |
|                                                                 |        |              |        |         |         |             |        |         |        |        |  |  |  |  |  |
| Balance, June 30, 2008 (audited)                                |   | 14,194,516   |   | $       | 142     |        | $      | 2,266   |   | $      | (2,470 | ) | $ | (62 | ) |
| Net loss (unaudited) for the six months ended December 31, 2008 |   | —      |   |    | — |        |   | — |   |   | (14 | ) |   | (14 | ) |
| Balance, December 31, 2008 (unaudited)                          |   | 14,194,516   |   | $       | 142     |        |   | 2,266   |   | $      | (2,484 | ) | $ | (76 | ) |

 

| See notes to financial statements. |
|------------------------------------|

 

 

-5-

 

 

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| **GVC VENTURE CORP.**                       |
|---------------------------------------------|
| **STATEMENTS OF CASH FLOWS**                |
| **(Unaudited)**

**(Dollars in thousands)** |

 

 

|                                                                        |   | Six Months Ended December 31, |    |
|-----------------------------------------------------------------------------|--------|-------------------------------|---------|
|                                                                        |   | 2008                          |    | 2007 |   |
| **Cash Flows from Operating Activities:**                                   |   |                          |    |   |   |   |   |
| Net loss                                                                    |   | $                             |         | (14 | ) |   | $ | (13 | ) |   |
|                                                                             |        |                               |         |  |  |  |  |  |  |  |
| Adjustments to reconcile net loss to cash provided by operating activities: |   |                          |         |   |  |   |   |   |  |   |
| Increase in other assets                                                    |   |                          |         | — |  |   |   | — |  |   |
| Increase in accounts payable and accrued expenses                           |   |                          |         | 2 |  |   |   | 1 |  |   |
|                                                                        |   |                          |         |   |  |   |   |   |  |   |
| Net cash used by operating activities                                       |   |                          |         | (12 | ) |   |   | (12 | ) |   |
|                                                                             |        |                               |         |  |  |  |  |  |  |
| **Cash Flows from Investing Activities:**                                   |   |                          | — |  |   |   | — |  |   |
|                                                                             |        |                               |         |  |  |  |  |  |  |
| **Cash Flows from Financing Activities:**                                   |   |                          | — |  |   |   | — |  |   |
|                                                                        |   |                          |    |  |   |   |   |  |   |
| Net decrease in cash and cash equivalents                                   |   |                          | (12     | ) |   |   | (12 | ) |   |
| Cash and cash equivalents, beginning of period                              |   |                          | 61      |  |   |   | 79 |  |   |
| Cash and cash equivalents, end of period                                    |   | $                             | 49      |  |   | $ | 67 |  |   |
|                                                                        |   |                          |    |  |   |   |   |  |   |
| Supplemental cash flow disclosures:                                         |   |                          |    |  |   |   |   |  |   |
| Cash payments of interest                                                   |   | $                             | — |  |   | $ | — |  |   |
| Cash payments of income taxes                                               |   | $                             | — |  |   | $ | 1 |  |   |

 

See notes to financial statements.

 

-6-

 

 

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GVC VENTURE CORP.

NOTES TO FINANCIAL STATEMENTS

 

NOTE A – BASIS OF PRESENTATION:

 

The accompanying unaudited financial statements of GVC Venture Corp. (the “Company”) have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X promulgated by the Securities and Exchange Commission. Accordingly, they do not        include all of the information and notes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included herein. The balance sheet presented herein as of June 30, 2008 was derived from the Company’s audited financial statements as of and for the year ended June 30, 2008. Operating results are not necessarily indicative of the results that may        be expected for the year ending June 30, 2009 or other future periods. For further information, refer to the financial statements and notes thereto included in the Company’s Annual Report on Form 10-KSB for the fiscal year ended June 30, 2008.

The financial statements have been prepared assuming the Company will continue as a going concern. Management believes that the Company has sufficient cash and understandings with various creditors to continue its efforts to seek merger (including reverse merger), acquisition, sale and business combination opportunities with operating businesses or other business or financial transactions for more than        the next twelve months. However, the Company has no operations and has experienced recurring quarterly and annual losses which significantly weakened the Company’s financial condition and its potential ability to meet current operating expenses. The Company had a net loss of $14,000 for the six months ended December 31, 2008, $24,000 for the year ended June 30, 2008 and $19,000 for the year ended June 30, 2007, and had also experienced losses in prior years which significantly        weakened the Company’s financial condition and its potential inability to meet current operating expenses. In addition, the Company’s current liabilities exceeded its current assets by $77,000 at December 31, 2008 and $63,000 at June 30, 2008. The appropriateness of using the going concerning basis is dependent upon, among other things, the Company’s ability to raise additional capital to fund operating losses and consummate a merger (including reverse merger),        acquisition, sale, other business combination or other financial transactions. The uncertainty of obtaining these goals raises doubt about the Company’s ability to continue as a going concern through December 31, 2009. The financial statements do not include any adjustments to the carrying value of the assets and liabilities that might be necessary as a consequence of these uncertainties.

 

-7-

 

 

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NOTE B - NATURE OF OPERATIONS:

For several years, the Company has been engaged in no operating activities other than seeking potential opportunities for an acquisition, sale, reverse merger or other business combination with operating businesses and other appropriate financial transactions, including a transaction with a privately held company seeking to operate as a publicly-held company.

NOTE C - ESTIMATES:

The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates.

NOTE D – ACCOUNTS PAYABLE AND ACCRUED EXPENSES:

Accounts payable and accrued expenses consisted of the following at December 31, 2008 and June 30, 2008:

 

 

|                         |        | December 31, |         | June 30, |  |
|-------------------------|--------|--------------|---------|----------|--|
|                         |        | 2008         |         | 2008     |  |
|                    |   |         |    |     |  |   |   |   |  |
| Administrative expenses |   | $            | 4,000   |     |  | $ | 3,000 |   |  |
| Professional fees       |   |         | 121,000 |     |  |   | 120,000 |   |  |
| State and local taxes   |   |         | 1,000   |     |  |   | 1,000 |   |  |
|                    |   |         |    |     |  |   |   |   |  |
| Total                   |   | $            | 126,000 |     |  | $ | 124,000 |   |  |

 

| **Item 2.** | **Management’s Discussion and Analysis or Plan of Operation** |
|-------------|---------------------------------------------------------------------|

**General**

For several years, including the six months ended December 31, 2008 and 2007, the Company has engaged in no operating activities, while seeking potential opportunities for an acquisition, sale, merger, including a reverse merger, or other business or financial transaction.

The Company plans to continue as a public entity and to actively seek merger (including a reverse merger), acquisition and business combination opportunities with operating businesses or other business or financial transactions, including with a privately-held company seeking to operate as a publicly-held company. However, there can be no assurance that this plan will be successfully implemented. The        Company believes it has sufficient working capital to continue its efforts for more than one year. At this time, the Company has no arrangements, commitments or understandings with respect to any potential merger, acquisition or business combination candidate. The Company has not, to date, set any specific criteria or models for any such transaction.

Unless and until a transaction is effectuated, the Company does not expect to have operations. Accordingly, during such period, the Company does not expect to achieve sufficient income to offset its operating expenses, resulting in operating losses that are expected to require the Company to use, and thereby reduce, its cash balance.

 

-8-

 

 

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**Results of Operations**

**Quarter Ended December 31, 2008**

**Compared to the Quarter Ended December 31, 2007**

The Company’s only revenue in the reported periods was interest income from cash maintained in a bank money market account. Interest income was under $250 for the quarter ended December 31, 2008, compared to $1,000 in the same quarter a year ago. The reduction was due to a lower average cash balance and lower prevailing interest rates.

The Company incurred corporate office, legal, audit and administrative expenses of $7,000 and $6,000 respectively in each of the quarters ended December 31, 2008 and December 31, 2007, primarily for rent, corporate office, accounting, legal, reporting and stockholder expenses. The increase related to travel expenses with respect to a potential merger transaction. The Company incurred no income tax        expense of for the quarter ended December 31, 2008 compared to $1,000 in the quarter ended December 31, 2007.

For the quarters ended December 31, 2008 and 2007, the Company had a net loss of $7,000 and $5,000 respectively.

**Six Months Ended December 31, 2008 Compared**

**To the Six Months Ended December 31, 2007**

The Company’s revenues in the six months ended December 31, 2008 were approximately $500, compared to interest income of $2,000 in the six months ended December 31, 2008. The decrease was primarily due to a lower average cash balances and lower prevailing interest rates.

The Company incurred corporate office, legal, audit and administrative expense of $12,000 in the six months ended December 31, 2007 compared to $14,000 for the similar six months of 2008. The increase related to travel expenses with respect to a potential merger transaction.

Income tax expense, comprised of state and local taxes, was $1,000 in the six months ended December 31, 2007 compared to no income tax expense in the same period of 2008.

As a result, the Company had a net loss of $13,000 in the six months ended December 31, 2007 compared to a net loss of $14,000 in the six months ended December 31, 2008.

**Liquidity and Capital Resources**

The Company had cash on hand at December 31, 2008 of $49,000 compared to $61,000 at June 30, 2008 and $67,000 at December 31, 2007. The reduction of $12,000 in cash since June 30, 2008 was due to losses sustained by the Company in its operations of $14,000, partially offset by a $2,000 increase in accounts payable and accrued expenses. The Company had no investing or financing activities during the six        months ended December 31, 2008.

The Company has no commitment for any capital expenditure. The Company’s cash requirements for the next twelve months are relatively modest, consisting principally of rent, legal, accounting and other expenses relating to filings required under the Securities Exchange Act of 1934, stockholder expenses and other expenses that are expected to be incurred in its search for an acquisition candidate or        other business or financial transaction.

 

-9-

 

 

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The Company believes it has sufficient cash to continue its efforts for more than one year. The Company does not have any arrangements with banks or other financial institutions with respect to the availability of financing in the future.

**Off-Balance Sheet Arrangements**

The Company has no off-balance sheet financing arrangements within the meaning of Item 303(c) of Regulation S-B.

**New Accounting Pronouncements**

In May 2008, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 163, “Accounting for Financial Guarantee Insurance Contracts-and interpretation of FASB Statement No. 60”. SFAS No. 163 clarifies how Statement 60 applies to financial guarantee insurance contracts, including the recognition and measurement of premium revenue and claims liabilities. This statement also        requires expanded disclosures about financial guarantee insurance contracts. SFAS No. 163 is effective for fiscal years beginning on or after December 15, 2008, and interim periods within those years. SFAS No. 163 has no effect on the Company’s financial position, statements of operations, or cash flows at this time.

 

In May 2008, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 162, “The Hierarchy of Generally Accepted Accounting Principles”. SFAS No. 162 sets forth the level of authority to a given accounting pronouncement or document by category. Where there might be conflicting guidance between two categories, the more authoritative category will prevail. SFAS No. 162 will        become effective 60 days after the SEC approves the PCAOB’s amendments to AU Section 411 of the AICPA Professional Standards. SFAS No. 162 has no effect on the Company’s financial position, statements of operations, or cash flows at this time.

 

In March 2008, the Financial Accounting Standards Board, or FASB, issued SFAS No. 161, Disclosures about Derivative Instruments and Hedging Activities—an amendment of FASB Statement No. 133. This standard requires companies to provide enhanced disclosures about (a) how and why an entity uses derivative instruments, (b) how derivative instruments and related hedged items are accounted for under        Statement 133 and its related interpretations, and (c) how derivative instruments and related hedged items affect an entity’s financial position, financial performance, and cash flows. This Statement is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008, with early application encouraged. The Company has not yet adopted the provisions of SFAS No. 161, but does not expect it to have a material impact on its financial        position, results of operations or cash flows.

 

In December 2007, the SEC issued Staff Accounting Bulletin (SAB) No. 110 regarding the use of a “simplified” method, as discussed in SAB No. 107 (SAB 107), in developing an estimate of expected term of “plain vanilla” share options in accordance with SFAS No. 123 (R), Share-Based Payment. In particular, the staff indicated in SAB 107 that it will accept a company’s election        to use the simplified method, regardless of whether the company has sufficient information to make more refined estimates of expected term. At the time SAB 107 was issued, the staff believed that more detailed external information about employee exercise behavior (e.g., employee exercise patterns by industry and/or other categories of companies) would, over time, become readily available to companies. Therefore, the staff stated in SAB 107 that it would not expect a company to use the        simplified method for share option grants after December 31, 2007. The staff understands that such detailed information about employee exercise behavior may not be widely available by December 31, 2007. Accordingly, the staff will continue to accept, under certain circumstances, the use of the simplified method beyond December 31, 2007. The Company has not yet adopted the simplified method for “plain vanilla” share options and warrants, but does not expect it to have a        material impact on o the Company’s financial position, results of operations or cash flows.

 

-10-

 

 

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In December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements--an amendment of ARB No. 51.” This statement amends ARB 51 to establish accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. It clarifies that a noncontrolling interest in a subsidiary is an ownership interest        in the consolidated entity that should be reported as equity in the consolidated financial statements. Before this statement was issued, limited guidance existed for reporting noncontrolling interests. As a result, considerable diversity in practice existed. So-called minority interests were reported in the consolidated statement of financial position as liabilities or in the mezzanine section between liabilities and equity. This statement improves comparability by eliminating that        diversity. This statement is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2008 (that is, January 1, 2009, for entities with calendar year-ends). Earlier adoption is prohibited. The provisions of SFAS No. 159 are effective for the Company’s fiscal year beginning July 1, 2009. It is not believed that, based on the Company’s current corporate structure, this will have an impact on the Company’s financial        position, results of operations or cash flows.

In December 2007, the FASB issues SFAS No. 141(R), “Business Combinations,” which replaces SFAS No. 141, “Business Combinations,” that, among other things, establishes principles and requirements for how an acquirer entity recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed (including intangibles) and any noncontrolling        interests in the acquired entity. SFAS No. 141(R) applies to the Company prospectively to business combinations for which the acquisition date is on or after July 1, 2009. The impact on the Company will depend on the nature and extent of any business combinations occurring on or after that date.

In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities” including an amendment of FASB Statement No. 115 (SFAS 159), which permits entities to choose to measure many financial instruments and certain items at fair value. Unrealized gains and losses on items for which this option has been elected are reported in earnings. The        provisions of SFAS No. 159 are effective for fiscal years beginning after November 15, 2007. The Company is currently assessing the impact of SFAS 159 on its financial statements.

 

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In July 2002, the Public Company Accounting Reform and Investor Protection Act of 2002 (the Sarbanes-Oxley Act) was enacted. Section 404 stipulates that public companies must take responsibility for maintaining an effective system of internal control. Section 404(a) of the Act requires public companies to report on the effectiveness of their control over financial reporting and Section 404 (b) requires        public companies to obtain an attest report from their independent registered public accountant about management’s report. The Company is not required to comply with section 404(a) of the Act until the fiscal year ending June 30, 2009.

The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

**Forward Looking Statements**

 

Certain statements in this Report are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. When used in this Report, words such as “may,” “should,” “seek,” “believe,” “expect,” “anticipate,” “estimate,” “project,” “plan,”        “goal,” “intend,” “strategy” and similar expressions are intended to identify forward-looking statements regarding events, conditions and financial trends that may affect the Company’s future plans, operations, business strategies, operating results and financial position. Forward-looking statements are subject to a number of known and unknown risks and uncertainties that could cause the Company’s actual results, performance or        achievements to differ materially from those described or implied in the forward-looking statements and its goals and strategies to not be achieved.

 

These risks and uncertainties, many of which are not within the Company’s control, include, but are not limited to:

 

| **•** | general economic and business conditions; |
|------------|-------------------------------------------|

| **•** | the Company’s ability to find a candidate for, enter into an agreement with respect to, and consummate a merger, acquisition or business combination or other financial transaction that is acceptable, both as to the candidate and as to transaction terms and conditions; |
|------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| **•** | competition for transactions of the nature the Company is seeking; |
|------------|--------------------------------------------------------------------|

| **•** | potential future regulatory restrictions that could limit or pose restrictions on, or make less advantageous to potential candidates, transactions of the nature the Company is seeking; and |
|------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| **•** | the availability of additional financing on satisfactory terms if a delay is encountered in consummating a transaction that the Company is seeking. |
|------------|-----------------------------------------------------------------------------------------------------------------------------------------------------|

You are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date of this Report. We do not undertake any responsibility to publicly update or revise any forward-looking statement or report.

 

-12-

 

 

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| **Item 3.** | **Quantitative and Qualitative Disclosures About Market Risk** |
|-------------|----------------------------------------------------------------|

We are a smaller reporting company, as defined by Rule 12b-2 under the Securities Exchange Act of 1934, and are not required to provide the information under this item.

| **Item 4.** | **Controls and Procedures** |
|-------------|-----------------------------|

As of the end of the period covered by this Report, the Company’s President, principal executive officer and principal financial officer, evaluated the effectiveness of the Company’s “disclosure controls and procedures,” as defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934. Based on that evaluation, this officer concluded that, as        of the date of his evaluation, the Company’s disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed in the Company’s periodic filings under the Securities Exchange Act of 1934 is accumulated and communicated to management, including that officer, to allow timely decisions regarding required disclosure. It should be noted that a control system, no matter how well designed and operated, can provide only        reasonable, not absolute, assurance that it will detect or uncover failures within the Company to disclose material information otherwise required to be set forth in the Company’s periodic reports.

During the period covered by this Report, there were no changes in the Company’s internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

 

**PART II. OTHER INFORMATION**

| **Item 6****.** | **Exhibits** |
|-----------------|--------------|

 

|        | ExhibitNumber | Description                                                                                                                               |
|--------|---------------|-------------------------------------------------------------------------------------------------------------------------------------------|
|   | 31            | Certificate of the Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |

|   | 32 | Certificate of the Principal Executive Officer and Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
|--------|----|-------------------------------------------------------------------------------------------------------------------------------------------|

 

-13-

 

 

----

**Signatures**

Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below on its behalf by the undersigned thereunto duly authorized.

 

|   |             | GVC VENTURE CORP.

  |
|--------|------------------|---------------------------|
|   |             |                      |   |
| Date:  | February 6, 2009 | By:                       | /s/ Bernard Zimmerman |
|   |             |                      | Bernard Zimmerman, President |
|   |             |                      | (Principal Executive Officer) andTreasurer (Principal Financial andAccounting Officer) |

 

 

-14-

 

 

----

**EXHIBIT INDEX**

 

|        | ExhibitNumber | Description                                                                                                                               |
|--------|---------------|-------------------------------------------------------------------------------------------------------------------------------------------|
|   | 31            | Certificate of the Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |

|   | 32 | Certificate of the Principal Executive Officer and Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
|--------|----|-------------------------------------------------------------------------------------------------------------------------------------------|