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 March 31, 2008

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

For the transition period from ____________________ to        _____________________

Commission File No. 0-15862

GVC VENTURE        CORP.

(Exact name        of small business issuer as specified in its charter)

| Delaware   | 13-3018466 |
|----------------------|------------|

|   | (State or other jurisdiction ofincorporation or organization) | (I.R.S. EmployerIdentification No.) |
|--------|---------------------------------------------------------------|-------------------------------------|

|   |   |
|--------|--------|

| The Chrysler Building, 405 Lexington Avenue, Suite 2600,                        New York, NY  (Address of principal executive offices) |  10174(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. Yesx Noo 

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

State the number of shares outstanding of each of the issuer’s classes        of common equity, as of latest practicable date: As of May 9, 2008, there were 14,194,516        shares of Common Stock, $.01 par value per share outstanding.

| Transitional Small Business Disclosure Format: | Yes o | Nox |
|------------------------------------------------|-------|-----|

 

 

 

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Item        1.           Financial Statements

**GVC        VENTURE CORP.**

**BALANCE SHEETS**

**(Dollars in thousands)**

 

 

|                                                                                                                                       |   | March                    31,                    2008 |         | June                    30,                    2007 |
|--------------------------------------------------------------------------------------------------------------------------------------------|--------|------------------------------------------------------|---------|-----------------------------------------------------|
|                                                                                                                                       |   | (Unaudited)                                          |         | (Audited)                                           |
| **ASSETS**                                                                                                                                 |   |                                                 |    |                                                     |   |   |   |   |
| Current                    assets:                                                                                                         |   |                                                 |    |                                                     |   |   |   |   |
| Cash and                    cash equivalents                                                                                               |   | $                                                    | 64      |                                                     |   | $ | 79 |   |
|                                                                                                                                       |   |                                                 |    |                                                     |   |   |   |   |
| Total                    current assets                                                                                                    |   |                                                 | 64      |                                                     |   |   | 79 |   |
|                                                                                                                                       |   |                                                 |    |                                                     |   |   |   |   |
| Other                    assets                                                                                                            |   |                                                 | 1       |                                                     |   |   | 1 |   |
|                                                                                                                                       |   |                                                 |    |                                                     |   |   |   |   |
| **TOTAL                    ASSETS**                                                                                                        |   | $                                                    | 65      |                                                     |   | $ | 80 |   |
|                                                                                                                                       |   |                                                 |    |                                                     |   |   |   |   |
| **LIABILITIES                    AND STOCKHOLDERS’ EQUITY**                                                                          |   |                                                 |    |                                                     |   |   |   |   |
| Current                    liabilities:                                                                                                    |   |                                                 |    |                                                     |   |   |   |   |
| Accounts                    payable and accrued expenses                                                                                   |   | $                                                    | 120     |                                                     |   | $ | 118 |   |
|                                                                                                                                       |   |                                                 |    |                                                     |   |   |   |   |
| Total                    current liabilities                                                                                               |   |                                                 | 120     |                                                     |   |   | 118 |   |
|                                                                                                                                       |   |                                                 |    |                                                     |   |   |   |   |
|                                                                                                                                       |   |                                                 |    |                                                     |   |   |   |   |
| **TOTAL                    LIABILITIES**                                                                                                   |   |                                                 | 120     |                                                     |   |   | 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                                                                                                     |   |                                                 | (2,446  | )                                                   |   | (2,446 | ) |
| Total                    stockholders’ deficit                                                                                       |   |                                                 | (55     | )                                                   |   | (38 | ) |
|                                                                                                                                       |   |                                                 |    |                                                     |   |   |   |   |
| **TOTAL LIABILITIES AND****STOCKHOLDERS’ EQUITY**                                                                                    |   | $                                                    | 65      |                                                     |   | $ | 80 |   |

See        notes to financial statements.

 

2

 

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| **GVC VENTURE CORP.**

**STATEMENT OF OPERATIONS**

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

 

|                                                            |   | Three                    Months Ended March 31, |       |
|-----------------------------------------------------------------|--------|-------------------------------------------------|------------|
|                                                            |   | 2008                                            |       | 2007 |   |
|                                                            |   |                                            |       |   |   |   |   |
| Fee and                    other income                         |   | $                                               | 1          |  |   | $ | 11 |  |   |
|                                                            |   |                                            |       |   |   |   |   |
| Expense:                                                        |   |                                            |       |   |   |   |   |
| Corporate                    office and administrative expenses |   |                                            | 5          |  |   |   | 8 |  |   |
| Total                    expense                                |   |                                            | 5          |  |   |   | 8 |  |   |
| Income                    (loss) from operations                |   |                                            | (4         | ) |   |   | 3 |  |   |
| Income tax                    expense                           |   |                                            | —    |  |   |   | — |  |   |
| Net income                    (loss)                            |   | $                                               | (4         | ) |   | $ | 3 |  |   |
|                                                            |   |                                            |       |   |   |   |   |
| 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

 

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| **GVC VENTURE CORP.**

**STATEMENT OF OPERATIONS**

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

 

|                                         |   | Nine Months Ended March 31, |
|----------------------------------------------|--------|-----------------------------|
|                                         |   | 2008                        |  | 2007 |
|                                         |   |                        |   |   |  |   |   |   |
| Fee and other income                         |   | $                           | 3 |   |  | $ | 12 |   |
|                                         |   |                        |   |   |   |   |   |
| Expense:                                     |   |                        |   |   |   |   |   |
| Corporate office and administrative expenses |   |                        | 19 |   |  |   | 20 |   |
| Total expense                                |   |                        | 19 |   |  |   | 20 |   |
| Income (loss) from operations                |   |                        | (16 | ) |  |   | (8 | ) |
| Income tax expense                           |   |                        | 1 |   |  |   | 1 |   |
| Net income (loss)                            |   | $                           | (17 | ) |  | $ | (9 | ) |
|                                         |   |                        |   |   |   |   |   |
| 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. |
|------------------------------------|

 

 

4

 

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|                                                                                 |   | 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 nine months ended March 31, 2008 |   | —      |   |         |         | —     |    |        |   | — |   |   |   | (17 | ) |   |   | (17 | ) |
| Balance, March 31, 2008                        (unaudited)                           |   | 14,194,516   |   |         | $            | 142         |    |        | $ | 2,266 |   |   | $ | (2,463 | ) |   | $ | (55 | ) |
|                                                                                 |   |         |   |    |         |        |    |   |   |   |   |   |   |   |   |   |   |

             

 

 

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

 

 

5

 

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

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

 

 

|                                                                                                    |   | Nine Months Ended March 31, |
|---------------------------------------------------------------------------------------------------------|--------|-----------------------------|
|                                                                                                    |   | 2008                        |  | 2007 |  |
|                                                                                                    |   |                        |   |   |   |   |   |
| **Cash Flows from Operating Activities:**                                                               |   |                        |   |   |   |   |   |
| Net income (loss)                                                                                       |   | $                           | (17 | ) |  | $ | (9 | ) |  |
| Adjustments to reconcile net income (loss) to cash provided by                    operating activities: |   |                        |   |   |   |   |   |
| Increase in other assets                                                                                |   |                        | — |   |  |   | — |   |  |
| Increase in accounts payable and accrued expenses                                                       |   |                        | 2 |   |  |   | 5 |   |  |
|                                                                                                    |   |                        |   |   |   |   |   |
| Net cash used by operating activities                                                                   |   |                        | (15 | ) |  |   | (4 | ) |  |
| **Cash Flows from Investing Activities:**                                                               |   |                        | **—** |   |  |   | **—** |   |  |
| **Cash Flows from Financing Activities:**                                                               |   |                        | **—** |   |  |   | **—** |   |  |
|                                                                                                    |   |                        |   |   |   |   |   |
| Net increase (decrease) in cash and cash equivalents                                                    |   |                        | (15 | ) |  |   | (4 | ) |  |
| Cash and cash equivalents, beginning of period                                                          |   |                        | 79 |   |  |   | 85 |   |  |
| Cash and cash equivalents, end of period                                                                |   | $                           | 64 |   |  | $ | 81 |   |  |
|                                                                                                    |   |                        |   |   |   |   |   |
| Supplemental cash flow disclosures:                                                                     |   |                        |   |   |   |   |   |
| Cash payments of interest                                                                               |   | $                           | — |   |  | $ | — |   |  |
| Cash payments of income taxes                                                                           |   | $                           | 1 |   |  | $ | 1 |   |  |

 

See        notes to financial statements.

 

6

 

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GVC        VENTURE CORP.

NOTES        TO FINANCIAL STATEMENTS

NOTE A        – BASIS OF PRESENTATION:

The        accompanying unaudited financial statements of GVC Venture Corp. (the        “Company”) have been prepared in accordance with accounting principles        generally accepted in the United States of America (GAAP) for interim financial information        and with the instructions to Form 10-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 of financial position and the results of operations for the interim        periods presented have been included herein. The balance sheet presented herein as of June        30, 2007 was derived from the Company’s audited financial statements as of and for        the year ended June 30, 2007. Operating results for interim periods 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 liabilities exceed its        assets by $55,000 at March 31, 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 March 31, 2009. The financial statements do not include        any adjustments to the carrying value of the assets and liabilities that might be necessary        as a consequence of these uncertainties.

 

7

 

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NOTE B -        NATURE OF OPERATIONS:

For        several years, the Company has been engaged in no operating activities other than seeking        potential opportunities for an acquisition, merger, 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 potential 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, or a total of        $10,000.

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 that were assumed in preparing these financial statements.

NOTE D        – ACCOUNTS PAYABLE AND ACCRUED EXPENSES:

Accounts        payable and accrued expenses consisted of the following at March 31, 2008 and June 30,        2007:

|                    |   | March 31,  |         | June 30,  |
|-------------------------|--------|-----------------|---------|----------------|
|                    |   | 2008       |         | 2007      |
|                    |   |            |    |           |  |   |   |   |
| Administrative expenses |   | $               | 3,000   |           |  | $ | 6,000 |   |
| Professional fees       |   |            | 117,000 |           |  |   | 110,000 |   |
| State and local taxes   |   |            | — |           |  |   | 2,000 |   |
|                    |   |            |    |           |  |   |   |   |
| Total                   |   | $               | 120,000 |           |  | $ | 118,000 |   |

 

 

NOTE E        – NEW ACCOUNTING PRONOUCEMENTS:

In        December 2007, the FASB issued SFAS No. 141(R), "Business Combinations," which replaces        SFAS No. 141, " Business Combinations," which, 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.

 

8

 

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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.

 

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

**General**

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

The        Company plans to continue as a public entity and to actively seek 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 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 March 31,2008

Compared to the Quarter Ended March 31, 2007

The        Company’s revenues in the quarter ended March 31, 2008 consisted of interest income        of $1,000 compared to revenues of $11,000 in the quarter ended March 31, 2007 which was        comprised of $1,000 of interest income and $5,000 for each of the months of January and        February 2007, or a total of $10,000, as a standstill fee, with a candidate for a potential        reverse merger transaction, which was terminated by mutual agreement at the end of February        2007.

The        Company incurred corporate office, legal, audit and administrative expenses of $5,000 in        the quarter ended March 31, 2008 compared to $8,000 in the quarter ended March 31, 2007.        The decrease was a result of higher legal and other expenses incurred in 2007 in connection        with the standstill arrangement.

As a        result, the Company had a net loss of $4,000 in the quarter ended March 31, 2008 compared        to a profit of $3,000 in the quarter ended 31, 2007.

 

9

 

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**Nine Months Ended March 31, 2008        Compared**

**To the Nine Months Ended March 31,        2007**

The        Company’s revenues in the nine months ended March 31, 2008 consisted of interest        income of $3,000 compared to revenues of $12,000 in the nine months ended March 31, 2007        comprised of interest income of $2,000 and the $10,000 standstill fee discussed        above.

The        Company incurred corporate office, legal, audit and administrative expenses of $19,000 in        the nine months ended March 31, 2008 compared to $20,000 in the nine months ended March 31,        2007.

Income tax        expense was $1,000 in each nine month period.

As a        result, the Company had a net loss of $17,000 in the nine months ended March 31, 2008        compared to a net loss of $9,000 in the nine months ended March 31, 2007.

**Liquidity and Capital Resources**

The        Company had cash on hand at March 31, 2008 of $64,000 compared to $79,000 at June 30, 2007        and $81,000 at March 31, 2007. The reduction since June 30, 2007 is a result        of losses sustained by the Company.

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, merger, reverse merger 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.

**Off-Balance Sheet Arrangements**

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

In July        2002, the Sarbanes-Oxley Act of 2002 was enacted. Section 404 of the Act provides that        public companies must take responsibility for maintaining an effective system of internal        control over financial reporting. The Company’s management will be required to report        on the effectiveness of the Company’s internal control over financial reporting        commencing with the Company’s Annual Report on Form 10-K for the year ending June 30,        2010. The Act also requires the Company to obtain and provide an attest report from its        independent registered public accounting firm about management’s report. The Company        is not required to obtain an attest report until the fiscal year ending June 30,        2010.

 

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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 financial position. Forward-looking statements are subject to a        number of known and unknown risks and uncertainties that could cause the Company's actual        results, performance or achievements to differ materially from those described or implied        in the forward-looking statements and its goals and strategies to not be        achieved.

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

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

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

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

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

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

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

11

 

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| **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.

 

 

**PART        II. OTHER INFORMATION**

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

         

|   | ExhibitNumber | Description |
|--------|---------------|-------------|

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

|   | 32 | Certification 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: May 12, 2008 | By:    | /s/Bernard Zimmerman                                                                                               |
|--------------------|--------|--------------------------------------------------------------------------------------------------------------------|
|               |   | Bernard Zimmerman, President(Principal Executive Officer) andTreasurer (Principal Financial andAccounting Officer) |

 

 

12

 

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**EXHIBIT        INDEX**

|   | ExhibitNumber | Description |
|--------|---------------|-------------|

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

|   | 32 | Certification 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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