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 September 30, 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 company x

 

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 November 3, 2008, there were 14,194,516 shares of Common Stock, $.01 par value per share outstanding.

 

 

----

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

**GVC VENTURE CORP**

**BALANCE SHEETS**

**(Dollars in thousands)**

 

 

|                                                                                                 |   | September 30,                        2008 |   | June 30**,**                        2008 |    |
|------------------------------------------------------------------------------------------------------|--------|-------------------------------------------|--------|------------------------------------------|---------|
| **ASSETS**                                                                                           |   | (Unaudited)                               |   | (Audited)                                |    |
| Current assets:                                                                                      |   |                                      |   |                                     |    |   |   |
| Cash and cash equivalents                                                                            |   | $                                         | 54     |                                     |    | $ | 61 |   |   |
|                                                                                                 |   |                                      |   |                                     |    |   |   |
| Total current assets                                                                                 |   |                                      | 54     |                                     |    | 61 |   |   |
|                                                                                                 |   |                                      |   |                                     |    |   |   |
| Other assets                                                                                         |   |                                      | 1      |                                     |    | 1 |   |   |
|                                                                                                 |   |                                      |   |                                     |    |   |   |
| **TOTAL ASSETS**                                                                                     |   | $                                         | 55     |                                     |    | $ | 62 |   |   |
|                                                                                                 |   |                                      |   |                                     |    |   |   |
| **LIABILITIES AND STOCKHOLDERS’ EQUITY**                                                       |   |                                      |   |                                     |    |   |   |
| Current liabilities:                                                                                 |   |                                      |   |                                     |    |   |   |
| Accounts payable and other accrued expenses                                                          |   | $                                         | 124    |                                     |    | $ | 124 |   |   |
|                                                                                                 |   |                                      |   |                                     |    |   |   |
| Total current liabilities                                                                            |   | 124                                       |   |                                     | 124     |   |   |
|                                                                                                 |   |                                      |   |                                     |    |   |   |
| **TOTAL LIABILITIES**                                                                                |   | $                                         | 124    |                                     |    | 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                                                                                  |   | (2,477                                    | )      |                                     | (2,470  | ) |   |
| Total stockholders’ deficit                                                                    |   | (69                                       | )      |                                     | (62     | ) |   |
|                                                                                                 |   |                                      |   |                                     |    |   |   |
| **TOTAL LIABILITIES AND**

**STOCKHOLDERS’ DEFICIT**                                           |   | $                                         | 55     |                                     |    | $ | 62 |   |   |

 

See notes to financial statements.

 

2

 

 

----

 

| **GVCVENTURECORP**

**STATEMENTSOFOPERATIONS**

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

 

 

|                                                      |   | Three Months Ended September 30, |       |
|-----------------------------------------------------------|--------|----------------------------------|------------|
|                                                      |   | 2008                             |       | 2007 |   |
|                                                      |   |                             |       |   |   |   |   |
| Fee and other income                                      |   | $                                | —    |  |   | $ | 1 |  |   |
|                                                      |   |                             |       |   |   |   |   |
| Expense:                                                  |   |                             |       |   |   |   |   |
| Corporate office, legal, audit andadministrative expenses |   |                             | 7          |  |   |   | 8 |  |   |
| Total expense                                             |   |                             | 7          |  |   |   | 8 |  |   |
| Loss from operations                                      |   |                             | (7         | ) |   |   | (7 | ) |   |
| Income tax expense                                        |   |                             | —    |  |   |   | 1 |  |   |
| Net loss                                                  |   | $                                | (7         | ) |   | $ | (8 | ) |   |
|                                                      |   |                             |       |   |   |   |   |
| Basic and diluted income loss per share                   |   | $                                | —    |  |   | $ | — |  |   |
| Weighted average common shares outstanding:               |   |                             |       |   |   |   |   |
| Basic and diluted                                         |   |                             | 14,194,516 |  |   |   | 14,194,516 |  |   |

 

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

 

 

3

 

 

----

| **GVCVENTURECORP.**                           |
|-----------------------------------------------|
| **STATEMENTSOFCHANGESINSTOCKHOLDERS'DEFICIT** |
| **FORTHETHREEMONTHSENDEDSEPTEMBER 30, 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 three months ended September 30, 2008 |         | —    |    |   | —     |    |   | — |   |   | (7 | ) |   | (7 | ) |
| Balance, September 30, 2008 (unaudited)                            |         | 14,194,516 |    | $      | 142         |    | $      | 2,266   |   | $ | (2,477 | ) | $ | (69 | ) |

 

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

 

 

4

 

 

----

| **GVCVENTURECORP.**                         |
|---------------------------------------------|
| **STATEMENTSOFCASHFLOWS**                   |
| **(UNAUDITED)**

**(Dollars in thousands)** |

 

 

|                                                                        |   | Three Months Ended September 30, |        |
|-----------------------------------------------------------------------------|--------|----------------------------------|-------------|
|                                                                        |   | 2008                             |        | 2007 |   |
|                                                                        |   |                             |        |   |   |   |   |
| **Cash Flows from Operating Activities:**                                   |   |                             |        |   |   |   |   |
| Net loss                                                                    |   | $                                | (7          | ) |   | $ | (8 | ) |   |
| Adjustments to reconcile net loss to cash provided by operating activities: |   |                             |        |   |   |   |   |
| Decrease in accounts payable and accrued expenses                           |   |                             | —     |  |   |   | (2 | ) |   |
|                                                                        |   |                             |        |   |   |   |   |
| Net cash used by operating activities                                       |   |                             | (7          | ) |   |   | (10 | ) |   |
| **Cash Flows from Investing Activities:**                                   |   |                             | **—** |  |   |   | **—** |  |   |
| **Cash Flows from Financing Activities:**                                   |   |                             | **—** |  |   |   | **—** |  |   |
|                                                                        |   |                             |        |   |   |   |   |
| Decrease in cash and cash equivalents                                       |   |                             | (7          | ) |   |   | (10 | ) |   |
| Cash and cash equivalents, beginning of period                              |   |                             | 61          |  |   |   | 79 |  |   |
| Cash and cash equivalents, end of period                                    |   | $                                | 54          |  |   | $ | 69 |  |   |
|                                                                        |   |                             |        |   |   |   |   |
| Supplemental cash flow disclosures:                                         |   |                             |        |   |   |   |   |
| Cash payments of interest                                                   |   | $                                | —     |  |   | $ | — |  |   |
| Cash payments of income taxes                                               |   | $                                | —     |  |   | $ | 1 |  |   |

 

 

See notes to financial statements.

 

5

 

 

----

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 $7,000 for the quarter ended September 30, 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 $70,000 at September 30, 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 September 30, 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.

6

 

 

----

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. During the third quarter of fiscal 2007, ended        March 31, 2007, the Company entered into a standstill arrangement with a potential candidate for a reverse merger transaction, which was terminated by mutual agreement at the end of February 2007. Under that arrangement, the Company received $5,000 for each of the months of January and February 2007.

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 September 30, 2008 and Ju ne 30, 2008:

 

|                    |   | September 30, |    | June 30, |   |
|-------------------------|--------|---------------|---------|----------|--------|
|                    |   | 2008          |    | 2008     |   |
|                    |   |          |    |     |   |   |   |
| Administrative expenses |   | $             | 2,000   |     | $      | 3,000 |   |
| Professional fees       |   |          | 121,000 |     |   | 120,000 |   |
| State and local taxes   |   |          | 1,000   |     |   | 1,000 |   |
|                    |   |          |    |     |   |   |   |
| Total                   |   | $             | 124,000 |     | $      | 124,000 |   |

 

 

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

 

**General**

For several years, including the quarters ended September 30, 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.

 

7

 

 

----

 

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.

**Results of Operations**

Quarter Ended September 30, 2008

Compared to the Quarter Ended September 30, 2007

The Company’s only revenues in the reported periods was interest income from cash maintained in a bank money market account. Interest income was under $500 for the quarter ended September 30, 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 in each of the quarters ended September 30, 2008 and September 30, 2007, primarily for rent, corporate office, accounting, legal, reporting and stockholder expenses. The Company incurred income tax expense of under $500 for the quarter ended September 30, 2008 compared to $1,000 in the quarter ended September 30,        2007.

For the quarters ended September 30, 2008 and 2007, the Company had a net loss of $7,000 and $8,000 respectively.

**Liquidity and Capital Resources**

The Company had cash on hand at September 30, 2008 of $54,000 compared to $61,000 at June 30, 2008 and $69,000 at September 30, 2007. The reduction since June 30, 2008 was due to losses sustained by the Company in its operations of $7,000.

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.

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.

 

8

 

 

----

**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 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 prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. The Company is currently evaluating what impact the adoption of SFAS No. 141(R) will have on the financial statements.

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.

 

9

 

 

----

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.

| **Item 3.** | **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.

 

10

 

 

----

**PART II. OTHER INFORMATION**

 

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

|   | Exhibit

Number | 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. |
|--------|----|-------------------------------------------------------------------------------------------------------------------------------------------|

 

**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:      November 7, 2008 | By:               | /s/ Bernard Zimmerman |  |
|                                                           |                   | Bernard Zimmerman, President |  |
|                                                           |                   | (Principal Executive Officer) and |  |
|                                                           |                   | Treasurer (Principal Financial and |  |
|                                                           |                   | Accounting Officer) |  |

 

 

 

11

 

 

----

**EXHIBIT INDEX**

 

|   | Exhibit

Number | 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. |
|--------|----|-------------------------------------------------------------------------------------------------------------------------------------------|

 

12