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 December 31, 2004

( )  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 issuer as specified in its charter)

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

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

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

     Check whether the issuer: (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes  X    No
                                                                       ---

     State the number of shares outstanding of each of the issuer's classes of
common equity, as of latest practicable date: As of January 26, 2004, there were
14,194,516 shares of Common Stock, $.01 par value per share outstanding.

Transitional Small Business Disclosure Format:  Yes        No  X
                                                    ---       ---

<PAGE>

Item 1.       Financial Statements

                       GVC VENTURE CORP. AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEET
                             (Dollars in thousands)

<TABLE>
<CAPTION>
ASSETS                                                        December 31,    June 30,
                                                                   2004         2004
                                                                 -------       -------
                                                                        (Unaudited)

<S>                                                              <C>          <C>
Current assets:

     Cash and cash equivalents                                   $    55       $    89
                                                                 =======       =======

         Total current assets                                         55            89

     Other assets                                                      1             -
                                                                 -------       -------

TOTAL ASSETS                                                     $    56       $    89


LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:

     Accounts payable and other accrued expenses                 $    85       $   108
                                                                 -------       -------

         Total current liabilities                                    85           108

Commitments and contingencies                                          -             -
                                                                 -------       -------

TOTAL LIABILITIES                                                     85           108

Stockholders' equity:

     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                                          (2,437)       (2,427)
                                                                 -------       -------
         Total stockholders' equity                                  (29)          (19)

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                       $    56       $    89
                                                                 =======       =======
</TABLE>

                       See notes to financial statements.


                                       2
<PAGE>

                       GVC VENTURE CORP. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)

                    (Dollars in thousands, except share data)

<TABLE>
<CAPTION>
                                                  Six Months Ended December 31,
                                                 -------------------------------
                                                     2004               2003
                                                 ------------       ------------
<S>                                              <C>                <C>
Expense:

     Corporate office expenses                             10                  8
     Interest expense                                       -                  3
                                                 ------------       ------------
     Total expense                                         10                 11
                                                 ------------       ------------
Loss from operations                                      (10)               (11)
Income tax expense                                          -                  -
                                                 ------------       ------------

NET LOSS                                         $        (10)      $        (11)
                                                 ============       ============

Basic and diluted loss per share                 $       -          $          -
                                                 ============       ============
Weighted average common shares outstanding:

     Basic and diluted                             14,194,516          5,294,516
                                                 ============       ============
</TABLE>

                       See notes to financial statements.


                                       3
<PAGE>

                       GVC VENTURE CORP. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)
                    (Dollars in thousands, except share data)

<TABLE>
<CAPTION>
                                                 Three Months Ended December 31,
                                                 -------------------------------
                                                     2004               2003
                                                 ------------       ------------

<S>                                              <C>               <C>
Expense:

     Corporate office expenses                              7                  4
     Interest expense                                       -                  1
                                                 ------------       ------------
     Total expense                                          7                  5

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          5,294,516
</TABLE>

                       See notes to financial statements.


                                       4
<PAGE>

                       GVC VENTURE CORP. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                                   (Unaudited)
                             (Dollars in thousands)

<TABLE>
<CAPTION>
                                                     Six Months Ended December 31,
                                                           ---------------
                                                           2004       2003
                                                           ----       ----
<S>                                                        <C>        <C>
Cash Flows from Operating Activities:

Net loss                                                   $(10)      $(11)
Adjustments to reconcile net loss to cash provided by
    operating activities:
    Increase in other assets                                 (1)         -
    Decrease in accounts payable and accrued expenses       (23)        (3)
                                                           ----       ----
    Net cash used by operating activities                   (34)       (14)
                                                           ----       ----
Cash Flows from Investing Activities:                         -          -
                                                           ----       ----
Cash Flows from Financing Activities:


    Advance from Affiliate of Stockholder                     -         13
                                                           ----       ----

Net decrease in cash and cash equivalents                   (34)        (1)
Cash and cash equivalents, beginning of period               89         15
Cash and cash equivalents, end of period                   $ 55       $ 14
                                                           ====       ====

Supplemental cash flow disclosures:

    Cash payments of interest                              $  -          -
    Cash payments of income taxes                          $  1       $  4
</TABLE>


                       See notes to financial statements.


                                       5
<PAGE>

                       GVC VENTURE CORP. AND SUBSIDIARIES
           CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

                   For the six months ended December 31, 2004

                                   (Unaudited)
                             (Dollars in thousands)

<TABLE>
<CAPTION>
                                                Common Stock                Paid-in        Accumulated
                                             Shares        Amount           Capital          Deficit           Total
                                           ----------   -----------     --------------   --------------    -----------
<S>                                        <C>          <C>             <C>              <C>               <C>
Balance, June 30, 2004                     14,194,516   $       142     $        2,266   $       (2,427)   $       (19)
Net loss                                            -             -                  -              (10)           (10)
                                           ----------   -----------     --------------   --------------    -----------
Balance, December 31, 2004                 14,194,516   $       142     $        2,266   $       (2,437)   $       (29)
                                           ==========   ===========     ==============   ==============    ===========
</TABLE>

                       See notes to financial statements.

                                       6
<PAGE>

                       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. Operating results are not
necessarily indicative of the results that may be expected for the year ended
June 30, 2005 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, 2004.

NOTE B - NATURE OF OPERATIONS:

The Company currently engages in no operating activities other than seeking
potential opportunities for an acquisition, sale, merger, including a reverse
merger, or other business or financial transaction.

On June 30, 2004, the Company sold 6,300,000 shares of its common stock to a
then unaffiliated third party, 1,300,000 shares to its President, Chief
Executive Officer and a director and 1,300,000 shares to an affiliate of a
principal stockholder for $63,000, $13,000 and the conversion of a $13,000
obligation owed by the Company, respectively. The unaffiliated third party sold
1,300,000 and 300,000 of the shares purchased by it to the affiliate of the
principal stockholder and to a proposed director of the Company for the same
price per share paid by it for the shares.

In connection therewith, a director and principal stockholder and the principal
stockholder whose affiliate purchased shares agreed to the cancellation and
capitalization of the principal (an aggregate of $100,000) of, and accrued
interest on, the Company's obligations to them and the Company's law firm agreed
to defer the Company's obligations owed it for legal services rendered prior to
January 1, 2004 and in connection with the foregoing transactions (an aggregate
of approximately $75,000) on a non-interest basis until the earlier of December
31, 2010, the liquidation of the Company or another change in control (as
defined) of the Company.

Principal stockholders of the Company have agreed to vote, until the earliest to
occur of December 31, 2006 or another change in the control of the Company,
83.7% of the presently outstanding shares of the Company for the election of one
director selected by each of two stockholder groups and a majority of the Board
selected by the unaffiliated third party who purchased the 6,300,000 shares.

                                       7
<PAGE>

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 - STOCK OPTIONS:

During fiscal 2004, the Company had outstanding options to purchase 10,000 and
25,000 shares at exercise prices of $.22 and $.10 per share, respectively. All
such options were cancelled at June 30, 2004. No options were granted during
fiscal 2004 or fiscal 2005. The Company has no outstanding options at December
31, 2004. The Company's stock option plan has terminated as to the grant of
future options.

NOTE E - ACCOUNTS PAYABLE AND ACCRUED EXPENSES:

Accounts payable and accrued expenses consisted of the following at December 31
and June 30, 2004:

                                               December 31,      June 30,
                                                 2004               2004
                                            --------------     -------------

           Administrative expenses          $        1,000     $      18,000
           Professional fees                        80,000            88,000
           State and local taxes                     4,000             2,000
                                            --------------     -------------

           Total                            $       85,000     $     108,000
                                            ==============     =============


Item 2.       Management's Discussion and Analysis or Plan of Operation

General

For several years, including the quarters ended December 31, 2004 and 2003, 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.

Unless and until a transaction is effectuated, the Company does not expect to
have active operations. Accordingly, during such period, the Company does not
expect to achieve

                                       8
<PAGE>

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 and Six Months Ended December 31, 2004
Compared to the Quarter and Six Months Ended December 31, 2003

The Company had no revenues in either of the quarters ended December 31, 2004 or
2003.

Expenses in the six months ended December 31, 2004, which consisted of general
corporate office expenses of $10,000 were primarily for rent, accounting and
stockholder expenses, and was $2,000 more than in the six months ended December
31, 2003. Corporate office expenses in the 2003 period consisted principally of
corporate, administrative, reporting and stockholder expenses. Corporate office
expenses totaled $7,000 for the three months ended December 31, 2004 compared to
$4,000 for the three months ended December 31, 2003. The increase of $3,000
relates to an increase in stockholder expenses incurred during the 2004 period.

There was no interest expense in the three and six months ended December 31,
2004 as all loans outstanding in the similar period a year ago were converted to
equity.

Liquidity and Capital Resources

The Company had cash on hand at December 31, 2004 of $55,000 compared to $14,000
at December 31, 2003 and $89,000 at June 30, 2004. The increase since December
31, 2003 was due to the transactions consummated on June 30, 2004 described in
"Recent Developments," below. The reduction since June 30, 2004 was due
primarily to the funding of the Company's net loss of $10,000 during the six
months ended December 31, 2004 and payments made to reduce accounts payable and
accrued expenses by $23,000 which arose primarily in connection with the
consummation of the transaction described in "Recent Developments," below.

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 working capital 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.


                                       9
<PAGE>

Off-Balance Sheet Arrangements

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

Recent Developments

On June 30, 2004, pursuant to a Stock Purchase Agreement, dated as of April 29,
2004 (the "Stock Purchase Agreement"), among the Company, Bernard Zimmerman &
Company, Inc. ("Zimmerman Company"), Gordon Banks and Berman Industries, Inc.
("Berman Industries"), Zimmerman Company purchased 6,300,000 shares of the
Company's Common Stock for $63,000 (of which shares Zimmerman Company sold
1,300,000 and 300,000 shares to Berman Industries and Conrad J. Gunther, Jr.,
currently a director of the Company, pursuant to options previously granted by
Zimmerman Company to them to purchase such shares at the same $.01 per share
paid by Zimmerman Company for such shares); Gordon Banks purchased 1,300,000
shares of the Company's Common Stock for $13,000; and Berman Industries
converted the Company's $13,000 obligation to it incurred in November 2003 into
1,300,000 shares of the Company's Common Stock.

In connection therewith, Russell Banks and Palisade agreed to the cancellation
and capitalization of the principal (an aggregate of $100,000) and accrued
interest on the Company's obligations to them and the Company's law firm agreed
to defer the Company's obligations owed it for legal services rendered prior to
January 1, 2004 and in connection with the foregoing transactions (an aggregate
of approximately $75,000) on a non-interest basis until the earlier of December
31, 2010, the liquidation of the Company or the Company's merger with, or sale
of substantially all of its assets to, or another change in control transaction
with, another entity that is approved by the Company's Board of Directors (other
than as a result of the Stock Purchase Agreement), following which transaction
or series of transactions the current stockholders of the Company immediately
preceding the effectiveness of the first of such transactions do not own more
than 50% of the outstanding voting power of the resulting entity immediately
following the effectiveness of the last of such transactions.

Principal stockholders of the Company have agreed to vote, until the earliest to
occur of December 31, 2006 or another change in the control of the Company,
83.7% of the presently outstanding shares of the Company for the election of one
director selected by each of two stockholder groups and a majority of the Board
selected by the unaffiliated third party who purchased the 6,300,000 shares.

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

                                       10
<PAGE>

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.

                           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 for Quarterly Report on Form 10-QSB for period ended
               December 31, 2004.

          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.

                                   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 4, 2005              By:  /s/ Bernard Zimmerman
                                            ------------------------------------
                                              Bernard Zimmerman, President
                                              (Principal Executive Officer) and
                                              Treasurer (Principal Financial and
                                              Accounting Officer)


                                       11
<PAGE>


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.