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, 2002

( )   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 of                        (I.R.S. Employer
incorporation or organization)                        Identification No.)

200 East 66th Street, Suite B603, New York, NY              10021
----------------------------------------------       --------------------
(Address of principal executive offices)                  (Zip Code)

Registrant's telephone number including area code: 212-753-1812

      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 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
                 ----------                     ----------

      Indicate the number of shares outstanding of each of issuer's classes of
common stock, as of latest practicable date:

      The number of shares outstanding of the registrant's Common Stock as of
February 4, 2003 was 5,294,710.

<PAGE>

ITEM 1.     FINANCIAL STATEMENTS
            --------------------

                       GVC VENTURE CORP. AND SUBSIDIARIES
                     CONSOLIDATED BALANCE SHEETS (UNAUDITED)

<TABLE>
<CAPTION>

                                                              US Dollars (000's)
                                                         December 31,       June 30,
                                                                 2002           2002
                                                         ------------     ----------

Assets
----------

Current Assets

<S>                                                       <C>               <C>
Cash and cash equivalents                                 $     8           $     3
                                                          --------          --------
Total Current Assets                                      $     8           $     3
                                                          ========          ========
Total Assets                                              $     8           $     3
                                                          ========          ========


Liabilities and Stockholders' Equity
------------------------------------

Current Liabilities

Accounts payable and accrued expenses                     $    58           $    64
                                                          --------          --------
Total Current Liabilities                                 $    58           $    64

Long-Term Debt                                            $    75           $    50


Stockholders' Equity

Common Stock - $.10 par value; 50,000,000 shares
  authorized, 5,294,710 shares and 5,294,710
  shares issued and outstanding, respectively             $   529           $   529
Paid-in Capital                                           $ 1,688           $ 1,688
Accumulated Deficit                                       $(2,342)          $(2,328)
                                                          --------          --------
Total Stockholders' Equity                                $  (125)          $  (111)
                                                          --------          --------

Total Liabilities & Stockholders' Equity                  $     8           $     3
                                                          ========          ========

</TABLE>


See Notes to Consolidated Financial Statements



                                       2
<PAGE>


                       GVC VENTURE CORP. AND SUBSIDIARIES
                CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

<TABLE>
<CAPTION>

                                          Three Months Ended                       Six Months Ended
                                          December 31,                             December 31,

                                     2002               2001                  2002                2001
                                   ------------------------------         -------------------------------
                                                     (In thousands except per share data)

<S>                                <C>                 <C>                 <C>                 <C>
Corporate Office Expenses          $        8          $        7          $       13          $       11
  Interest Long-Term Debt          $        0          $        0          $        1          $        0
                                   ----------          ----------          ----------          ----------
NET LOSS                           $        8          $        7          $       14          $       11
                                   ==========          ==========          ==========          ==========


NET LOSS PER SHARE                 $     0.00          $     0.00          $     0.00          $     0.00
                                   ==========          ==========          ==========          ==========


Weighted Average Number
  of Common Shares
  Outstanding                       5,294,710           3,614,710           5,294,710           3,614,710
                                   ==========          ==========          ==========          ==========

</TABLE>


See Notes to Consolidated Financial Statements



                                       3
<PAGE>


                       GVC VENTURE CORP. AND SUBSIDIARIES
                CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

<TABLE>
<CAPTION>

                                                                    Six Months Ended December 31,
                                                                      2002                 2001
                                                                      ----                 ----
                                                                            (In thousands)

<S>                                                                   <C>                 <C>
OPERATING ACTIVITIES:
Net (Loss)                                                            $(14)               $(11)
                                                                      -----               -----
Adjustment to reconcile net loss to net
  cash provided (used) by operating activities:
Changes in operating assets and liabilities - net:
(Increase)/decrease in prepaid expenses,
  other current assets and other assets                                 --                $ 10
Increase/(decreases) in accounts payable,
  accrued expenses and other current liabilities                      $ (6)               $ (4)
                                                                      -----               -----
NET CASH PROVIDED (USED) BY OPERATING
  ACTIVITIES                                                          $(20)               $ (5)

FINANCING ACTIVITIES
Loan from Palisade Investors                                          $ 25                  --
                                                                      -----               -----

NET CASH PROVIDED (USED) BY FINANCING
  ACTIVITIES                                                          $ 25                  --


INCREASE (DECREASE) IN CASH AND CASH
  EQUIVALENTS                                                         $  5                $ (5)
                                                                      -----               -----

CASH AND CASH EQUIVALENTS AT BEGINNING
  OF PERIOD                                                           $  3                $  8
                                                                      -----               -----

CASH AND CASH EQUIVALENTS AT END OF PERIOD                            $  8                $  3
                                                                      =====               =====


Note 1: Interest and Income Taxes paid were as follows:
                    (In Thousands)

  Interest                                                              --                  --
                                                                      ====                ====

  Income Taxes                                                        $  2                $  2

                                                                      ====                ====

</TABLE>

See Notes to Consolidated Financial Statements



                                       4
<PAGE>

                       GVC VENTURE CORP. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   ------------------------------------------


      A. The accompanying unaudited consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial information and the instructions to Form 10-Q and Regulation S-X
related the preparation of interim financial statements. Accordingly, they do
not include all of the information and footnotes required by generally accepted
accounting principles for complete financial statements. In the opinion of
management, the accompanying unaudited consolidated financial statements contain
all adjustments (consisting of normal recurring accruals) considered necessary
for a fair presentation. Operating results for the six months ended December 31,
2002 are not necessarily indicative of the results that may be expected for the
full year ending June 30, 2003. For further information refer to the
consolidated financial statements and footnotes thereto included in the
Company's Annual Report on Form 10-K for the year ended June 30, 2002.

ITEM 2.     MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
            CONDITION AND RESULTS OF OPERATIONS
            -------------------------------------------------

Results of Operations - Three months ended December 31, 2002
compared with Three months ended December 31, 2001.
------------------------------------------------------------

      Corporate expenses of $ 8,000 increased by $ 1,000 as a result of having
slightly higher legal and warehouse expenses than in the prior year.

Results of Operations - Six months ended December 31, 2002
compared with Six months ended December 31, 2001.
----------------------------------------------------------

      Corporate expenses of $13,000 increased by $3,000 compared to the first
half of fiscal 2001 as a result of higher legal and warehouse expenses.

Liquidity and Capital Resources
--------------------------------

      During the first half of fiscal 2003, the Company had a positive cash flow
of $ 5,000, as a result of funding the Net Loss of $ 14,000 and reducing
Accounts Payables. This was more than offset by a $ 25,000 loan from Palisade
Investors LLC.

      At December 31, 2002, the Company had cash and cash equivalents of $ 8,000
and the Company continues to examine potential business opportunities as they
are presented to it.

      The Company currently engages in no operating activities.



                                       5
<PAGE>


ITEM 4.     CONTROLS AND PROCEDURES.
            ------------------------

Evaluation of Disclosure Controls and Procedures
------------------------------------------------

      The Company maintains disclosure controls and procedures that are designed
to ensure that information required to be disclosed in the reports that the
Company is required to file under the Securities Exchange Act of 1934 is
recorded, processed, summarized and reported within the time periods specified
in the Securities and Exchange Commission's rules and forms, and that such
information is accumulated and communicated to the Company's management,
including its principal executive officer and its principal financial officer,
as appropriate, to allow timely decisions regarding required disclosure.
Management necessarily applied its judgment in assessing the costs and benefits
of such controls and procedures which, by their nature, can provide only
reasonable assurance regarding management's control objectives.

      Within 90 days prior to the date of this report, the Company carried out
an evaluation, under the supervision and with the participation of the Company's
management, including its Chief Executive Officer and its Vice President of
Finance and Treasurer, and Chief Financial Officer, of the effectiveness of the
design and operation of its disclosure controls and procedures pursuant to
Exchange Act Rule 13a-14. Based upon the foregoing, the Company's Chief
Executive Officer and its Vice President of Finance, Treasurer and Chief
Financial Officer concluded that the Company's disclosure controls and
procedures are effective in timely alerting them to material information
relating to the Company required to be included in its Exchange Act Reports.

Item 6.     Exhibits and reports on Form 8-K
            --------------------------------

            (a)        Exhibits:
                       The following exhibits are filed herewith:

            Exhibit
            Number     Description

            99.1       Certificate of Chief Executive Officer
            99.2       Certificate of Chief Financial Officer

            The exhibits appear immediately following the signature page.

            (b)        Reports on Form 8-K:

                       None



                                       6
<PAGE>


                                   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, 2003                        By:/s/ Russell Banks
                                              --------------------
                                                Russell Banks, Chairman
                                                Of the Board of Directors
                                                (Principal Executive Officer)
                                                and Director

Date: February 4, 2003                        By:/s/ Marc J. Hanover
                                              -------------------------------
                                                Marc J. Hanover, Vice-President
                                                Finance and Treasurer
                                                (Principal Financial Officer and
                                                Principal Accounting Officer)



                                       7
<PAGE>


                                   CERTIFICATE

I, Russell Banks, certify that:

1.    I have reviewed this quarterly report on Form 10-Q of GVC Venture Corp.;

2.    Based on my knowledge, this quarterly report does not contain any untrue
      statement of a material fact or omit to state a material fact necessary to
      make the statements made, in light of the circumstances under which such
      statements were made, not misleading with respect to the period covered by
      this quarterly report;

3.    Based on my knowledge, the financial statements, and other financial
      information included in this quarterly report, fairly present in all
      material respects the financial condition, results of operations and cash
      flows of the registrant as of, and for, the periods presented in this
      quarterly report;

4.    The registrant's other certifying officers and I are responsible for
      establishing and maintaining disclosure controls and procedures (as
      defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we
      have:

a)    designed such disclosure controls and procedures to ensure that material
      information relating to the registrant, including its consolidated
      subsidiaries, is made known to us by others within those entities,
      particularly during the period in which this quarterly report is being
      prepared;

b)    evaluated the effectiveness of the registrant's disclosure controls and
      procedures as of a date within 90 days prior to the filing date of this
      quarterly report (the "Evaluation Date"); and

c)    presented in this quarterly report our conclusions about the effectiveness
      of the disclosure controls and procedures based on our evaluation as of
      the Evaluation Date;

5.    The registrant's other certifying officers and I have disclosed, based on
      our most recent evaluation, to the registrant's auditors and the audit
      committee of registrant's board of directors (or persons performing the
      equivalent function):

a)    all significant deficiencies in the design or operation of internal
      controls which could adversely affect the registrant's ability to record,
      process, summarize and report financial data and have identified for the
      registrant's auditors any material weaknesses in internal controls; and

b)    any fraud, whether or not material, that involves management or other
      employees who have a significant role in the registrant's internal
      controls; and

6.    The registrant's other certifying officers and I have indicated in this
      quarterly report whether or not there were significant changes in internal
      controls or in other factors that could significantly affect internal
      controls subsequent to the date of our most recent evaluation, including
      any corrective actions with regard to significant deficiencies and
      material weaknesses.

Date: February 4, 2003                     /s/ Russell Banks
                                           ----------------------------------
                                           Russell Banks
                                           Chairman of the Board of Directors
                                           (Principal Executive Officer)
                                           and Director

<PAGE>


                                   CERTIFICATE

I, Marc Hanover, certify that:

1.    I have reviewed this quarterly report on Form 10-Q of GVC Venture Corp.;

2.    Based on my knowledge, this quarterly report does not contain any untrue
      statement of a material fact or omit to state a material fact necessary to
      make the statements made, in light of the circumstances under which such
      statements were made, not misleading with respect to the period covered by
      this quarterly report;

3.    Based on my knowledge, the financial statements, and other financial
      information included in this quarterly report, fairly present in all
      material respects the financial condition, results of operations and cash
      flows of the registrant as of, and for, the periods presented in this
      quarterly report;

4.    The registrant's other certifying officers and I are responsible for
      establishing and maintaining disclosure controls and procedures (as
      defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we
      have:

a)    designed such disclosure controls and procedures to ensure that material
      information relating to the registrant, including its consolidated
      subsidiaries, is made known to us by others within those entities,
      particularly during the period in which this quarterly report is being
      prepared;

b)    evaluated the effectiveness of the registrant's disclosure controls and
      procedures as of a date within 90 days prior to the filing date of this
      quarterly report (the "Evaluation Date"); and

c)    presented in this quarterly report our conclusions about the effectiveness
      of the disclosure controls and procedures based on our evaluation as of
      the Evaluation Date;

5.    The registrant's other certifying officers and I have disclosed, based on
      our most recent evaluation, to the registrant's auditors and the audit
      committee of registrant's board of directors (or persons performing the
      equivalent function):

a)    all significant deficiencies in the design or operation of internal
      controls which could adversely affect the registrant's ability to record,
      process, summarize and report financial data and have identified for the
      registrant's auditors any material weaknesses in internal controls; and

b)    any fraud, whether or not material, that involves management or other
      employees who have a significant role in the registrant's internal
      controls; and

6.    The registrant's other certifying officers and I have indicated in this
      quarterly report whether or not there were significant changes in internal
      controls or in other factors that could significantly affect internal
      controls subsequent to the date of our most recent evaluation, including
      any corrective actions with regard to significant deficiencies and
      material weaknesses.

Date:  February 4, 2003                    /s/ Marc Hanover
                                           -------------------------------------
                                           Marc Hanover
                                           Vice-President, Finance and Treasurer
                                           (Principal Financial Officer and
                                           Principal Accounting Officer)