SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-QSB                   

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

For the Quarter ended September 30, 2007         

|  | 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 small business issueras specified in its charter)         

|                                    Delaware                                      |                        13-3018466    |
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|---------------------------------------------------------------|
| (State or other jurisdiction of                     incorporation or                    organization)                                                                                                                             |  (I.R.S. Employer                    Identification No.) |

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

                 

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          Noo

Indicate by check mark whether the registrant is a shell        company (as defined in Rule 12b-2 of the Exchange Act).Yesx         Noo

State the number of shares outstanding of each of the        issuer’s classes of common equity, as of latest practicable date: As of November 2,        2007, there were 14,194,516shares of Common Stock,        $.01 par value per share outstanding.

Transitional Small Business Disclosure        Format:     Yeso     No         x         

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****Item        1.**                  **Financial Statements****

**GVC VENTURE CORP. AND SUBSIDIARIES**

**CONSOLIDATED BALANCE SHEETS        (Dollars in thousands)** 

|                                                                                                                    | September 30, 2007                                                    | June 30,                    2007                                    |
|-------------------------------------------------------------------------------------------------------------------------|-----------------------------------------------------------------------|---------------------------------------------------------------------|
|                                                                                                                    | (Unaudited)                                                           | (Audited)                                                           |
| **ASSETS**                                                                                                              |                                                                  |                                                                |
| Current                    assets:                                                                                      |                                                                  |                                                                |
| Cash and cash equivalents                                                                                               |      $      69 |      $     79     |
|                                                                                                                    |                                                                  |                                                                |
| Total current assets                                                                                                    |           69        |           79      |
|                                                                                                                    |                                                                  |                                                                |
| Other assets                                                                                                            |           1         |           1       |
|                                                                                                                    |                                                                  |                                                                |
| **TOTAL ASSETS**                                                                                                        |      $     70       |      $     80     |
|                                                                                                                    |                                                                  |                                                                |
| **LIABILITIES AND STOCKHOLDERS'****EQUITY**                                                                             |                                                                  |                                                                |
| Current liabilities:                                                                                                    |                                                                  |                                                                |
| Accounts payable and accrued expenses                                                                                   |      $   116                  |      $   118                |
|                                                                                                                    |                                                                  |                                                                |
| Total current liabilities                                                                                               |           116       |           118     |
|                                                                                                                    |                                                                  |                                                                |
|                                                                                                                    |                                                                  |                                                                |
| **TOTAL LIABILITIES**                                                                                                   |      $  116                   |      $   118                |
|                                                                                                                    |                                                                  |                                                                |
| Commitments and contingencies                                                                                           |                                                                  |                                                                |
|                                                                                                                    |                                                                  |                                                                |
| Stockholders' equity (deficit):                                                                                         |                                                                  |                                                                |
| Common stock, $.01 par value, authorized 50,000,000 shares,                    issued and outstanding 14,194,516 shares |           142       |           142     |
| Preferred stock, $.01 par value, authorized 1,000,000 shares,                    none issued or outstanding             |           -         |           -       |
| Additional paid-in capital                                                                                              |           2,266     |           2,266   |
| Accumulated deficit                                                                                                     |           (2,454)   |           (2,446) |
| Total stockholders’ deficit                                                                                       |           (46)      |           (38)    |
|                                                                                                                    |                                                                  |                                                                |
| **TOTAL LIABILITIES AND****STOCKHOLDERS' EQUITY**                                                                       |      $     70       |      $     80     |

        See Notes to consolidated financial statements.

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**GVC VENTURE CORP. AND SUBSIDIARIES**

**CONSOLIDATED STATEMENTS OF OPERATIONS**

**(Unaudited)****(Dollars in thousands, except per        share data)**

|                                                                                                   | Three Months Ended September 30,                                                                                                                           |
|--------------------------------------------------------------------------------------------------------|------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                   | 2007                                                                                                                                                       | 2006 |
|                                                                                                   |                                                                                                                                                       |   |
| Fee and other income                                                                                   | $                                       1    | $                                        -    |
|                                                                                                   |                                                                                                                                                       |   |
| Expense:                                                                                               |                                                                                                                                                       |   |
| Corporate office, legal, audit and                         administrative expenses | 8                                                                                                                                           | 6    |
|      Total expense                                                                 | 8                                                                                                                                           | 6    |
| Income (loss) from operations                                                                          | (7)                                                                                                                                              | (6)   |
| Income tax expense                                                                                     | 1                                                                                                                                           | 1    |
| Net income (loss)                                                                                      | $                                     (8)                   | $                                     (7)   |
|                                                                                                   |                                                                                                                                                       |   |
| Basic and diluted income (loss) per share                                                              | $                                       -    | $                                      -     |
| Weighted average common shares outstanding:                                                            | $                                       -    | $                   -     |
|      Basic and diluted                                                        |                          14,194,516                                                                                     |                          14,194,516       |

See notes to consolidated financial statements.

         

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**GVC VENTURE CORP. AND SUBSIDIARIES**

**CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS'        EQUITY**

**For the three months ended September 30,        2007**

**(Dollars in thousands****)**

 

|                                                               | Common Stock           | Paid-in                                                    | Accumulated                          |                                                                  |
|--------------------------------------------------------------------|------------------------|------------------------------------------------------------|--------------------------------------|-----------------------------------------------------------------------|
|                                                               | Shares                 | Amount                                                     | Capital                              | Deficit                                                               | Total |
| Balance, June 30, 2007 (audited)                                   | 14,194,516   | $       142   | $     2,266 | $           (2,446) | $      (38) |
| Net loss (unaudited) for the three months ended September 30, 2007 | -                      | -                                                          | -                                    |           (8)       | (8) |
| Balance, September 30, 2007 (unaudited)                            | 14,194,516             | $       142                  | $     2,266 | $          (2,454)  | $     (46) |
|                                                               |                   |                                                       |                                 |                                                                  |   |

See notes to consolidated financial statements.

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**GVC VENTURE CORP. AND SUBSIDIARIES**

**CONSOLIDATED STATEMENTS OF CASH FLOWS**

**(Unaudited)**

**(Dollars in        thousands)**

|                                                                                                    | Three Months Ended September 30,                                                                                                                                                                                   |
|---------------------------------------------------------------------------------------------------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                    | 2007                                                                                                                                                                                                               | 2006 |
|                                                                                                    |                                                                                                                                                                                                               |   |
| **Cash Flows from Operating                    Activities:**                                            |                                                                                                                                                                                                               |   |
| Net income (loss)                                                                                       | $                    (8)                                                    | $                                   (7)        |
| Adjustments to reconcile net income (loss) to                    cash provided by operating activities: |                                                                                                                                                                                                               |   |
| Increase (decrease) in operating assets and                    liabilities:                             |           -                                                                                                              |           -         |
| Increase (decrease) in accounts payable and                    accrued expenses                         |           (                    2)                                                                                                  |           -         |
|                                                                                                    |                                                                                                                                                                                                               |   |
| Net cash used by operating activities                                                                   |           (10)                                                                                                                     |           (7)        |
| **Cash Flows from Investing                    Activities:**                                            |           **-        **                                                                                                  |           **-         ** |
| **Cash Flows from Financing                    Activities:**                                            |           **-        **                                                                                                  |           **-         ** |
|                                                                                                    |                                                                                                                                                                                                               |   |
| Net increase (decrease) in cash and cash                    equivalents                                 |           (10)                                                                                                                     |           (7)         |
| Cash and cash equivalents, beginning of                    period                                       |           (79)                                                                                                                |           85          |
| Cash and cash equivalents, end of                    period                                             | $                                      69                                        | $                                  78          |
|                                                                                                    |                                                                                                                                                                                                               |   |
| Supplemental cash flow disclosures:                                                                     |                                                                                                                                                                                                               |   |
| Cash payments of interest                                                                               | $                                        -                             | $                  -          |
| Cash payments of income taxes                                                                           | $                                       1                              | $                                    1          |

         

See notes to consolidated financial statements.

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GVC VENTURE CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL        STATEMENTS

NOTE A – BASIS OF PRESENTATION:

The accompanying unaudited consolidated 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-QSB 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 consolidated balance sheet        presented herein as of June 30, 2007 was derived from the Company’s audited        consolidated financial statements as of and for the year ended June 30, 2007. Operating        results are not necessarily indicative of the results that may be expected for the year        ending June 30, 2008 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, 2007.

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 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. In addition, the        Company’s current liabilities exceed its current assets by $46,000. 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, 2008. 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.

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 itsfinancial        statements.

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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. 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 and June 30, 2007:

|                    | September 30,2007                                                                                       | June 30,2007                                                                                      |
|-------------------------|---------------------------------------------------------------------------------------------------------|---------------------------------------------------------------------------------------------------|
| Administrative expenses | $                               3,000            | $                               6,000           |
| Professional fees       |           112,000                                     |         110,000                                                |
| State and local taxes   |                                  1,000 |                                 2,000 |
| Total                   | $                                               116,000              | $                         118,000                                        |

**Item        2.****     **         **  ****Management’s Discussion and Analysis        o****r Plan of        Operation**

**General**

For several years, including the quarters ended        September 30, 2007and 2006, the Company has        engaged in no operating activities, while seeking potential opportunities for an        acquisition, sale, merger, including a reverse merger,or other businessor        financial transaction.

The Company plans to continue as a public entity and to        actively seek other 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

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believes it has sufficient working capital to continue its        efforts for more than one year. At this time, the Company has no other 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 other transaction.

**Results of Operations**

Quarter Ended September 30,        2007Compared to the Quarter Ended        September 30, 2006

The Company’s revenues consisted of interest income of        $1,000 during the quarter ended September 30, 2007. The Company had no revenues in the        quarter ended September 30, 2006.

The Company incurred corporate office, legal, audit and        administrative expenses of $8,000 in the fiscal quarter ended September 30, 2007        compared to $6,000 for the same three month period in 2006, primarily for corporate office,        accounting, legal, reporting and stockholder expenses. The increase was primarily due to        costs incurred in connection with proposed merger activities and the operations of the        Company.

Income tax expense remained consistent in both reported        periods at approximately $1,000.

As a result, the Company had a net loss of $8,000 in the        quarter ended September 30, 2007 compared to net loss of $7,000 in the quarter ended        September 30, 2006.

**Liquidity and Capital Resources**

The Company had cash on hand at September 30, 2007 of $69,000        compared to $79,000 at June 30, 2007 and $78,000 at September 30, 2006. The reduction        since June 30, 2007 was due to losses sustained by the Company in its operations of $8,000        and the payment of $2,000 of accrued expenses.

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.

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**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 2004, the Financial Accounting Standards Board        (“FASB”) issued Statement of Financial Accounting Standards        (“SFAS”) No. 123 (Revised 2004) “Share-Based Payment,” (“SFAS        123(R)”). SFAS 123(R) requires compensation costs related to share-based payment        transactions to be recognized in the financial statements. This guidance became effective        for the Company with the quarter ended March 31, 2006. With limited exceptions, the amount        of compensation cost is now measured based on the grant-date fair value of the equity or        liability instruments issued. In addition, liability awards are to be re-measured each        reporting period. Compensation cost is to be recognized over the period that an employee        provides service in exchange for the award. SFAS 123(R) replaced SFAS 123,        “Accounting for Stock-Based Compensation” and supersedes Accounting Principles        Board Opinion No. 25, “Accounting for Stock Issued to Employees.” Under        Accounting Principles Board Opinion No. 25, if the exercise price of stock options granted        by the Company equaled or exceeded the market price of the underlying stock on the date of        grant, no compensation cost was recognized. SFAS 123(R) did not effect the Company for any        of the reported periods since no stock options have been granted since January 1, 2006 and        no options were outstanding at January 1, 2006. SFAS 123(R) may effect the Company in the        future if it issues share-based compensation.

In July 2002, the Sarbanes-Oxley Actof 2002was enacted.        Section 404 of the act stipulates that public companies must take responsibility for        maintaining an effective system of internal control. The act requires public companies to        report on the effectiveness of their control over financial reporting and obtain an attest        report from their independent registered public accountant about management’s report.        The Company is not required to comply with section 404 of the act until the fiscal year        ending June 30, 2008.

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 statements.

**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         

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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’scontrol, 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, who is its principal executive officer and is also its Treasurer and        principal financial officer, evaluated the effectiveness of the Company's “disclosure        controls and procedures,” as defined in Rule 13a-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.

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.

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**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        18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of        2002.

                                                                                                   

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**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.         

     

|  

                     

Date:     November                    6,2007 | GVC VENTURE CORP.

                     

                     

By:                          /s/ Bernard                    Zimmerman                                  

                     Bernard Zimmerman,                    President                     (Principal Executive Officer) and Treasurer (Principal                    Financial and                     Accounting Officer) |
|-----------------------------------------------------------------------------------------------------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

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**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 18 U.S.C. Section 1350 as adopted pursuant to        Section 906 of the Sarbanes-Oxley Act of 2002.

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