UNITED STATES SECURITIES AND EXCHANGE COMMISSION
            Washington, D.C. 20549
               FORM 10-QSB
 
 (Mark One)
 [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE 
 SECURITIES EXCHANGE ACT OF 1934
 
 For the quarterly period ended  December 31, 1997.
 
 [   ] TRANSACTION REPORT UNDER SECTION 13 OR 15(D) OF THE
 SECURITIES EXCHANGE ACT OF 1934
 
 For the transaction period from                  To
 
 Commission File Number       0-14213 
 
                  GLOBAL VENTURE FUNDING, INC.
      (Name of small business issuer in its charter)
 
    Colorado                              84-0990371
 (State or other jurisdiction       (IRS Employer
 of incorporation                  Identification No.)
  or organization)
 
    6965 El Camino Real, Suite 105-279, Carlsbad, CA  92009
            (Address of principal executive offices)
 
        Issuer's telephone number   (760) 436-5485
 
 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 issuer was
 required to file such report), 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 the latest practicable date.
 
           Class                                                
 Outstanding at January 31, 1997
 Common Stock $.0001 par value             1,676,373
 
 ==========================================================
 
             GLOBAL VENTURE FUNDING, INC.
                    BALANCE SHEETS
 
                                                                 
                  December 31,             September 30,
                     1997                      1997
 ASSETS           (Unaudited)                (Audited)
 Current assets: 
  Cash             $     3,000            $      1,700
  Prepaid expenses 
 and Other Assets       48,100                  28,000
 
 Total current assets   51,100                  29,700
 
 Plant and Equipment 
 (Note 2)               36,200                  36,200
 Investment in and 
 advances to unconsolidated 
    subsidiary (Note 4)    --
 Deferred Tax Assets                                        
 
 Total assets        $  87,300               $ 65,900
 
 LIABILITIES AND STOCKHOLDERS' EQUITY
 Current liabilities:
 Notes payable 
 (Note 3)             $ 18,500               $ 75,400
 Accounts payable and 
 accrued liabilities    39,000                 88,300
 Net Liabilities of 
 discontinued operation 
 (Note 4)                76,900
 
 Total current liabilities  57,500             240,600
 
 Long-term debt, related parties                                 
                                          
 Stockholders' deficit (Note 5):
 Convertible preferred stock, $.10 par value; 
   authorized 20,000,000 shares:
    Series II; authorized 500,000 shares; issued 
      and outstanding 22,506 and 22,519 shares 
      (aggregate liquidation preference of $22,506 
      and $ 22,519)                   2,252              2,300
     Series B; authorized 500,000 shares; issued 
       and outstanding 18,655 and 18,655 shares
       (aggregate liquidation preference of $18,655 
        and $18,655)                  1,866              1,900
      Series C; authorized 50,000 shares; issued 
        and outstanding 11,840 and 3,240 shares 
       (aggregate liquidation preference of $1,184,000 
        and $324,000)                   654               300
 
      Series D; authorized 50,000 shares; issued 
        and outstanding 33,450 and 17,138 shares 
        (no liquidation reference)    3,345             1,700
 
 Common stock $0001 par value; authorized 
  150,000,000 shares; issued and outstanding 
  1,668,054 and 1,447,929               164              200
 
 Additional paid-in capital        2,188,064       1,928,000
 Stock options                       216,170         187,700
 Treasury Stock                      (1,000)          (1,000)
 Accumulated defici              (2,381,715)      (2,295,800)
 
 Total stockholders' surplus/deficit  29,800        (174,700)
 
 Total liabilities and 
 stockholders' deficit        $      87,300      $    65,900
 =========================================================
                     GLOBAL VENTURE FUNDING, INC.
                       STATEMENTS OF OPERATIONS
 
                                                                 
                                 For the Three
                              Months Ended Dec 31,
                           1997                  1996
 
 Revenues               $    0                $     0
 Cost of revenues            0                      0
 Gross profit               0                       0
 Selling, general, and 
 administrative expenses   52,760              98,273
 Loss from operations     (52,760)            (98,273)
 
 Other expenses:          
 Interest expense, related 
 parties                       --             (7,141)
 Interest expense          33,140                  
 
 Depreciation                                                 
 Net loss from continuing 
 operations before taxes  (85,900)         (105,414)
 
 Provision for income taxes                               
 
 Net loss from continuing 
 operations               (85,900)        (105,414)
 
 Discontinued operations                                         
 Net loss before 
 extraordinary item       (85,900)        (105,414)
 
 Extraordinary item           
 
 Net loss               $ (85,900)     $  (105,414)
 
 Net loss per common share     
 Net Loss              $  (0.13)         $  (0.40)
 
 Weighted average common 
 shares outstanding       665,137          145,272
 =========================================================
               GLOBAL VENTURE FUNDING, INC.
               STATEMENTS OF CASH FLOWS
 
                                                                 
                              For the Three
                           Months Ended Dec 31,
                       1997                 1996
 
 CASH FLOWS FROM
 OPERATING ACTIVITIES
 Net loss             $  (85,900)       $  (105,414)
 
 Depreciation                                 --
 Adjustments to reconcile net (loss) to
 net cash (used) by operating activities:
 (Increase) decrease in:
 Inventory                                    --
 Stock options exercised                    30,000
 Accounts receivable & 
 notes receivable         (20,100)             --
 Prepaids, deposits,
  other assets             (6,404)
 Increase (decrease) in:
 Accounts payable          (47,460)          16,125
 Accrued expenses           (1,840)            --
 Net Liabilities of 
 discontinued operation     (76,900)                       
 Net cash (used) by operating
  activities               (232,200)        (65,693)
 
 Cash flows from financing activities:
 Issuance of stock in 
 exchange for services       290,400          1,501
 Proceeds from issuance 
 of debt                     98,500
 Repayments of long-term debt               (31,789)
 Repayments of notes payable  (56,900)       (3,069)
 
 Net cash provided by 
 financing activities        233,500         65,143
 
 Cash flows from investing activities
 Purchase of leasehold improvements 
   and equipment                             (6,225)             
         
 
 INCREASE (DECREASE) 
 IN CASH                     1,300           (6,775)
 CASH AT BEGINNING OF PERIOD 1,700           49,800
 CASH AT END OF PERIOD      $3,000         $ 43,025
 
 Supplemental disclosure of cash flow information
 Cash paid for income taxes
 
 Schedule of non-cash investing and financing
 activities
 Preferred stock issued in 
 exchange for services       $1,500        $   
 
 ==========================================================
                GLOBAL VENTURE FUNDING, INC.
               NOTES TO FINANCIAL STATEMENTS
      For The Quarter Ended December 31, 1997
 
 1.      Basis of presentation and accounting policies:
 
 Organization and basis of presentation:
 
 Global Venture Funding, Inc. (the "Company" or "GVF") was
 incorporated in Colorado on December 7, 1984 under the name of
 Venture Funding Corporation.  The Company was formed for the
 purpose of acquiring or merging with a privately held business. 
 The Company completed its registered offering on form S-18 on
 October 17, 1985.  The stock was traded in the OTC market. 
 
 On May 8, 1992, a "Certificate of Assumed or Trade Name" was
 filed with the Colorado Secretary of State to record the trade
 name of "Global Venture Funding, Inc." Global Venture Funding
 Inc. (GVF) is the name under which the Company transacts its
 business.  On June 18,1993, the Articles of Incorporation were
 amended and the name of the Company was changed to Global
 Venture Funding, Inc. 
 
 From May 1996 to October 1997, GVF was pursuing opportunities
 in the prepaid cellular communications business via an acquired
 subsidiary in Atlanta, a national support center in Las
 Vegas, and a retail store operation in Houston,  TX.  The
 Atlanta operation was closed in 1996 and the national support
 center in 1997.  The Houston operation was sold to its existing
 management in December 1997 with an effective date of October 
 31, 1997.   The company does not intend to pursue the cellular
 communications business in the future. 
 
 On July 17, 1997, Robert Brehm became CEO and changed the
 direction of the company.  The Board of Directors authorized a
 one for twenty reverse split of all classes of the stock
 effective on August 20, 1997.  GVF has a fiscal year ending in
 September and is currently building an environmental
 conglomerate based upon the microbial technology acquired from
 XyclonyX.
 
 In August 30, 1997, GVF acquired XyclonyX, a microbial
 technology company with headquarters
 in La Jolla, CA.  The agreement calls for the exchange of
 250,000 shares of the Company's
 Common Stock and a commitment of minimum licensing fees to
 XyclonyX's technology licensor. 
 XyclonyX was acquired to capitalize on the prior commercial
 success of the existing management
 with microbial technology applications in oil recovery,
 environmental cleanup, hazardous waste
 management and agricultural applications.  GVF intends to
 operate XyclonyX as a separate profit
 center with its own management and technology. During fiscal
 1998, GVF intends to create
 another subsidiary, West Coast Fermentation Center, which will
 cultivate microbial cultures to be
 sold to outside licensees and other subsidiaries of GVF. In
 November 1997, GVF formed
 Sub-Surface Waste Management, a wholly owned subsidiary whose
 purpose is to manufacture
 and sell the patented Bio-RaptorTM technology licensed from
 XyclonyX. 
 
 The Company is in the process of arranging and obtaining
 private and public financing for
 additional equity to provide working capital for current
 overhead costs as well as to finance
 start-up costs of its West Coast Fermentation Center, XyclonyX,
 and Sub-Surface Waste
 Management operating subsidiaries.
 
 Consolidated Subsidiaries:
 
 The financial statements include the accounts of the XyclonyX
 and the Sub-Surface Waste
 Management, Inc. subsidiaries. Both are wholly owned
 subsidiaries.  All material intercompany
 transactions have been eliminated in consolidation.
 
 Prepaid Expenses:
 
 Various consultants have been prepaid for services to be
 performed through March 31, 1998.   
 
 Income taxes: 
 
 The Company has implemented the provisions on SFAS No. 109,
 "Accounting for Income
 Taxes."  SFAS No. 109 requires that income tax accounts be
 computed using the liability method. 
 Deferred taxes are determined based upon the estimated future
 tax effects of differences between
 the financial reporting and tax reporting bases of assets and
 liabilities given the provisions of
 currently enacted tax laws.  The adoption of this provision by
 the Company has not required any
 adjustment to the financial statements presented.
 
 Net loss per common share:
 
 Net loss per common share is computed by dividing net loss by
 the weighted average number of
 shares of common stock and dilutive common stock equivalents
 outstanding during the year. 
 Dilutive common stock equivalents consist of shares issuable
 upon conversion of convertible
 preferred shares and the exercise of the Company's stock
 options (calculated using the treasury
 stock method).  During 1997 and 1996, common stock equivalents
 are not considered in the
 calculation of the weighted average number of common shares
 outstanding because they would be
 anti-dilutive, thereby decreasing the net loss per common
 share. 
 
 In February 1997, the Financial Accounting Standards Board
 issued Financial Accounting
 Standards No. 128 ("SFAS 128"), Earnings Per Share, which is
 effective for periods ending after
 December 15, 1997.  At that time, the Company will be required
 to change the method currently
 used to compute earnings per share and to restate all prior
 periods.  Under the new requirements
 for calculating primary earnings per share, which will be
 referred to as basic earnings per share,
 the dilutive effect of stock options and warrants will be
 excluded. Diluted earning per share as
 defined in SFAS 128 is similar to fully diluted earnings per
 share as defined in APBO No. 15
 "Earnings Per Share".  The impact of SFAS 128 on the
 calculation of basic and diluted earnings
 per share for 1997 and 1996 is not expected to be material.
 
 Pervasiveness of estimates:
 
 The preparation of financial statements in conformity with
 generally accepted accounting
 principles requires management to make estimates and
 assumptions that affect the reported
 amounts of assets and liabilities and disclosure of contingent
 assets and liabilities at the date of the
 financial statements and the reported amounts of revenues and
 expenses during the reporting
 period.  Actual results could differ from those estimates. 
 
 Fair value of financial instruments:
 
 Based on the borrowing rates currently available to the
 Company, the carrying value of long-term
 debt, related parties approximates fair value.
 
 2. Property and Equipment
 
 Property and equipment consists principally of a fermentor and
 related accessories that were
 acquired as part of the Company's acquisition of XyclonyX.  As
 of December 31, 1997, the assets
 have not been placed in service.
 
 3. Notes Payable
 
 Notes payable consists of two unsecured notes due in December
 1997.  Both of these notes were
 paid in January 1998.
 
 4. Business acquisition and discontinued operations:
 
 On August 30, 1997, the Company completed the acquisition of
 XyclonyX in a transaction
 accounted for in a manner similar to a purchase.  In accordance
 with accounting principles
 associated with a transaction where the acquired company is
 considered a promoter in the
 founding and organizing of the business, the acquired business
 assets were recorded at the
 historical cost basis of the predecessor.  XyclonyX became a
 wholly owned subsidiary of the
 Company through the exchange of 250,000 shares of common stock
 for all of the outstanding
 stock of XyclonyX.   XyclonyX was formed on August 14, 1997 and
 had no significant
 operations prior to its acquisition by the Company.
 
 On October 31, 1997, the Company adopted a formal plan to sell
 its Houston, Texas cellular
 phone products store. The sale was effective as of October 31,
 1997 with the buyer assuming all
 liabilities for products or services entered into from November
 1, 1997 forward.  The assets of
 this operation consisted of inventories, deposits and leasehold
 improvements.
 
 Assets and liabilities of the discontinued operation consisted
 of the following at September 30,
 1997:
 
 Inventories                  $    2,600
 Deposits and other assets         3,700
 Leasehold improvements           14,800
 
 Total assets                     21,100
 
 Accounts payable and accrued 
 expenses                         98,000
 
 Net liabilities                $(76,900)
 
 Net liabilities to be disposed of have been separately
 classified in the balance sheet at September
 30, 1997 and have been expenses in the quarter ending December
 31, 1997.
 
 The disposal of the cellular operation was completed upon the
 asset and liability exchange and the
 exchange of 80,000 shares of the Company's common stock on
 December 30, 1997. 
 
 5.      Stockholders' Surplus:
 
 On August  20, 1997, the Board of Directors authorized a
 one-for-twenty (1:20) reverse stock
 split of all shares of outstanding common and preferred stock. 
 The effect was a reduction in the
 number of issued and outstanding common shares from 11,173,898
 to 558,695 and preferred
 shares from 843,599 to 42,180.  All references in the
 accompanying financial statements to the
 number of common and preferred shares and per share amounts
 have been restated to reflect the
 above reverse stock split.
 
 Common Stock
 As of December 31, 1997, there were 1,668,054 shares of Common
 Stock outstanding.  Holders
 of Common Stock are entitled to one vote for each share held of
 record on all matters submitted
 to a vote of the stockholders.  Holders of Common Stock are
 entitled to receive ratably such
 dividends as may be declared by the Board of Directors out of
 funds legally available therefor.  In
 the event of a liquidation, dissolution or winding up of the
 Company, holders of Common Stock
 are entitled to share ratably in all assets remaining after
 payment of liabilities and the liquidation
 preference of any then outstanding Common stock, if any. 
 Holders of Common Stock have no
 right to convert their Common Stock into any other securities. 
 The Common Stock has no
 preemptive or other subscription rights.  There are no
 redemption or sinking fund provisions
 applicable to the Common Stock.  All outstanding shares of
 Common Stock are, and the Common
 Stock to be outstanding upon completion of this Offering will
 be, duly authorized, validly issued,
 fully paid and non-assessable. 
 
 Preferred Stock
 The Board of Directors has the authority, without further
 action of the stockholders, to issue up
 to 20,000,000 shares of non-voting Preferred Stock, $.10 par
 value, as follows:
 
 500,000 shares have been designated as Series II, of which
 22,506 shares of Series II are currently
 issued and remain outstanding.  Each share of Series II
 preferred stock is entitled to preference
 upon liquidation of $1.00 per share for any unconverted shares. 
 Each Series II preferred share
 may be converted to Common stock after a specified holding
 period as follows: after one year,
 two shares of Common stock; after two years, five shares of
 Common stock; after three years, ten
 shares of Common stock.  In November 1996, the Board of
 Directors changed the conversion
 schedule as follows : Commencing January 1, 1997, each
 shareholder shall be entitled to convert
 250 shares (or 5%) of each 5,000 share unit to 2,500 shares of
 common stock.  The shareholder
 shall be entitled to convert the balance of each unit of Series
 II Preferred shares at the conversion
 rate of 475 shares of each unit during each six-month period
 thereafter beginning July 1, 1997. 
 
 500,000 shares have been designated as Series B, of which
 18,655 shares of Series B are currently
 issued and remain outstanding. Each share of Series B preferred
 stock is entitled to preference
 upon liquidation of $1.00 per share for any unconverted shares. 
 Each Series B preferred share
 may be converted to Common stock after a specified holding
 period as follows: after one year,
 two shares of Common; after two years, five shares of Common
 stock.  In November 1996, the
 Board of Directors changed the conversion schedule as follows:
 Commencing January 1, 1997,
 each shareholder shall be entitled to convert 250 shares (or
 5%) of each 5,000 share unit to 1,250
 shares of common stock.  The shareholder shall be entitled to
 convert the balance of each unit of
 Series B Preferred shares at the conversion rate of 475 shares
 of each unit during each six-month
 period thereafter beginning July 1, 1997. 
 
 50,000 shares have been designated as Series C, of which 11,840
 shares of  Series C are currently
 issued.  Each share of Series C preferred stock is entitled to
 preference upon liquidation of $100
 per share for any unconverted shares, and the liquidation
 preference is junior only to that of all
 previously issued preferred shares.  Each Series C preferred
 share may be converted to 100 shares
 of Preferred stock after a specified holding period of one
 year. 
 
 50,000 shares have been designated as Series D, of which 33,450
 shares of Series D are currently
 issued and remain outstanding. The Series D preferred stock
 carries no liquidation preferences
 and is subject to forfeiture prior to conversion.  Each Series
 D preferred share may be converted
 to 100 shares of Preferred stock after a specified holding
 period of one year. 
 
 The Company has reserved 17,500,000 shares of its $.0001 par
 value Common stock for
 conversion of Preferred stock and exercise of stock options.
 
 The Board of Directors of the Company has authority to issue
 all or a portion of the authorized
 but unissued preferred stock in one or more series and to fix
 the rights, preferences, privileges and
 restrictions thereof, including dividend rights, conversion
 rights, voting rights, terms of
 redemption, liquidation preferences and the number of shares
 constituting any series or the
 designation of such series.  The issuance of Preferred Stock
 could adversely affect the voting
 power of holders of Common Stock and could have the effect of
 delaying, deferring or preventing
 a change in control of the Company. 
 
 Stock options:
 
 For the period beginning January 1, 1996 and ending December
 31, 1996:
 
 On July 26, 1996, the Company issued options to purchase 15,000
 common shares to an
 individual in exchange for a management consulting agreement
 scheduled to terminate on May 26,
 1997.  The option agreement provides for an exercise price of
 $2 per share commencing July 26,
 1996 until July 26, 1998 or 24 months after the filing and
 acceptance of this issuance with the
 Securities and Exchange Commission, whichever date is later. 
 The number of shares issuable
 under the agreement are subject to adjustment to take into
 account reorganizations,
 recapitalization, mergers or other similar corporate events. 
 In addition, the Company agreed to
 reserve 15,000 shares of its $.0001 par value common stock for
 the exercise of this option.  This
 agreement was valued at $30,000 and was amortized over the life
 of the consulting agreement. 
 These options were exercised during December 1996. 
 
 An additional 5,000 shares were issued to a consultant per a
 services contract and are exercisable
 at $20.00 per share.  A prior employee of the company was also
 granted an employee stock
 option for 5,000 shares at $.50 per share. 
 
 For the period beginning January 1, 1997 and ending December
 31, 1997:
 
 The Company issued options during the year for consulting
 services, fees in connection with
 obtaining financing and various other services to employees and
 non-employees.
 
 Stock options and warrants summary information: 
 
 Activity of options and warrants granted is as follows:
 
                                                                 
   Options and warrants outstanding         Weighted             
              Shares                        average
                                                                 
                                                              
 exercise price
 Balance, December 31, 1995                                      
                     $       --
 Granted                                                         
                     25,000                                 
 6.20
 
 Balance December 31, 1996                                       
          25,000                                 6.20
 Granted                                                         
                  1,480,400                                 2.59
 Exercised                                                       
                     (15,000)                               
 2.00
 Balance December 31, 1997                                       
     1,490,400                          $     2.77
 Exercisable, December 31, 1997                                  
    1,445,400                          $    2.79
 
 The following is a summary of options and warrants outstanding
 at December 31, 1997:
 
 Options and warrants outstanding                                
     Options and warrants exercisable
 ===============================================================
 =====
                                                        Weighted
 Range of                  Number           Average        
 Weighted          Number           Weighted
 exercise prices       Outstanding      remaining         
 average        exercisable           average
                                                    contractual
 life   exercise price                        exercise price
                                                         
 (years)
 ===============================================================
 ====
 $ .10 - .75              342,900                 .94            
  $     0.61        302,900              $0.68
               1              325,000               4.71         
            1.00        325,000                1.00
               2              200,000               4.86         
            2.00        200,000                2.00
               3              200,000               4.86         
            3.00        200,000                3.00
               4              200,000               4.86         
            4.00        200,000                4.00
               5              200,000               4.86         
            5.00        200,000                5.00
             10                  3,150               4.10        
           10.00            3,150              10.00
             20                10,000               3.04         
          20.00            5,000              20.00
             60                  9,350               1.76        
           60.00            9,350              60.00
                             ------------         ----------     
        -----------       -----------             -------
                            1,490,400               3.89         
      $    2.77     1,445,400             $ 2.79
 ===============================================================
 ======
 The Company accounts for stock compensation to non-employees
 under the provisions of FAS
 123, "Accounting for Stock-Based Compensation."  As allowed by
 FAS 123, the company has
 elected to continue to follow Accounting Principals Board
 Opinion No. 25, "Accounting For
 Stock Issued To Employees" (APB 25) in accounting for its
 employee stock option plans.  Under
 APB 25, the company does not recognize compensation expense on
 the issuance of its stock
 options because the option terms are fixed and the exercise
 price equals the market price of the
 underlying stock on the grant date. 
 
 As required by FAS 123, the company has determined the
 pro-forma information as if the
 company had accounted for stock options under the fair value
 method of FAS 123. Had the fair
 value method of accounting been applied to the company's stock
 option plan, the tax-effected
 impact would be as follows: 
 
                                                                 
         Quarter ending 12/31/97
 Net Income as reported                                         
 $     (85,900)
 Estimated fair value of the option grants, 
    net of tax                                                   
          $   (112,345)
 Net Income Adjusted                                             
  $  (198,245)
 Adjusted net income per share                                 
 $         (.30)
 
 The fair value of each option and warrant is estimated as of
 the date of the grant using the
 Black-Sholes option pricing  model with the following
 assumptions :
 
 Expected stock price volatility                                 
    307.02% 
 Expected option/warrant lives                                   
   1-5 years
 Expected dividend yields                                        
            --
 Risk-free interest rates                                        
        5.68 - 6.59%
 
 The weighted average fair value of options/warrants granted was
 $.16.
 
 6.      Related party transactions:
 
 Licensing agreements (Ending 12/31/96):
 
 During the quarter ended December 31, 1996, the Company entered
 into an agreement with
 Cellular 99, a Nevada corporation under the control of the
 president of the Company, whereby it
 obtained an exclusive license to rent cellular phones in the
 State of Texas using the proprietary
 marketing technology of Cellular 99.  The Company exchanged 500
 shares of Series D
 Convertible Preferred Stock for these licensing rights.  These
 rights were valued at $1,000 or
 $2.00 per share. 
 
 Office space and administrative support:
 
 Since July, 1997, the Company is provided office space and
 other administrative support services
 at a cost of $750 per month by various corporations under the
 control of the president of the
 Company, a principal stockholder. 
 
 Notes payable to related party:
 
 For 12/31/96, Notes payable to a related party consisted of
 various notes payable to a Director of
 the Company, and a corporation under the control of Director. 
 For period ending 12/31/97, The
 notes were unsecured, and due to related party shareholders in
 December 1997.  They were paid
 in January 1998. 
 
 Legal fees:
 
 Certain stockholders of the Company are affiliated with firms
 who currently provide or have
 provided legal services to the Company in prior years.  During
 the quarters ended December 31,
 1997 and 1996, the outstanding balances due these firms totaled
 approximately $(5,072) and
 $31,353, respectively. As of December 31, 1997, the Company had
 a credit in the firm's trust
 account of $5,072. 
 
 7 .     Extraordinary item:
 
 None this period
 
                                                             
 PART I - Item 2
 Management's Discussion and Analysis of Financial Condition and
 Results of Operations
 
 Overview
 During Fiscal 1996 and 1997, GVF attempted to enter the prepaid
 cellular communications
 market with operations of AllCell in Atlanta Georgia, Cellular
 99 of Houston and a national
 support center in Las Vegas.  After numerous attempts at
 starting retail cellular operations, and a
 failure to raise sufficient operating capital, the company was
 on the verge of bankruptcy in July
 1997.  At that time Robert Brehm took over as President, and
 redirected the company into the
 environmental technology field with an acquisition of XyclonyX
 and out of the unprofitable
 cellular operations.  For the most part, the operations results
 through September 1997 reflect the
 significant losses incurred in the cellular operations, the
 write-off of Cellular 99 of Houston, and
 prepaid consulting contracts attributable to subsidiaries
 without revenue in 1997 and to expenses
 associated with the change of industry from cellular to
 environmental technology.  The
 conservative nature of the new management with respect to
 financial statements, is reflected in the
 write-off of any questionable asset and the inclusion of
 potential liabilities on the balance sheet. 
 
 During the quarter ended December 31, 1997, the Company efforts
 were directed to fund raising,
 building organizational infrastructure, and selling the
 Cellular 99 of Houston assets and starting
 environmental technology sales efforts.  The company also
 formed Sub-Surface Waste
 Management, Inc. and its sales efforts resulted in receiving a
 letter of intent for Bio-Raptor sales
 in an amount of $4,500,000 plus the cost of microbial blends
 over a period of three years subject
 to certain conditions including the ability to deliver
 sufficient microbial blends for operation of the
 Bio-Raptors.
 
 The company intends to establish its manufacturing operations
 in the second quarter and build
 inventory for delivery in subsequent quarters.  Currently the
 company utilizes existing inventory
 acquired with the purchase of XyclonyX and augmented with
 blends from outside vendors for its
 revenue generating operations which commenced in January, 1998.
 
 Results of Operations
 Quarter Ended December 31, 1997 compared to the December 31,
 1996.
 During the quarter ended December 31, 1996 the Company was
 developing its retail store
 strategy and had no revenues and an operating loss of
 $(98,273). During the quarter ended
 December 31, 1997, the Company was developing its manufacturing
 plans, raising capital and
 orchestrating a strategic plan for  its subsidiaries. No sales
 were recognized and an operating loss
 of $(52,760) was incurred.
 
 Selling, general and administrative (S, G & A) expenses for the
 quarter ending on December 31,
 1996 totaled $98,273. Selling, general and administrative
 expenses were comprised mainly of
 legal and accounting expenses arising from the preparation of
 SEC reporting forms for public
 disclosure, consulting fees, filing fees and general office
 expenses incurred in starting up an
 on-going operation which has been dormant for several years. S,
 G & A expenses for the period
 ending December 31, 1997 were comprised of accounting, legal,
 and expenses associated with
 moving the business from Las Vegas to California. 
 
 Interest expense for related parties was $7,141 during the
 first quarter of fiscal 1996.  The interest
 is related to notes payable  to related parties.  These notes,
 due in 18 months from the date of
 issuance, bear interest at the rate of 10% per annum.  Interest
 expense for the quarter ending
 December 31, 1997 consisted of interest associated with notes
 from investors and shareholders
 associated with the turnaround of the business from cellular to
 environmental technology.  All
 notes have been subsequently converted to stock or paid off.
 
 Primarily, as a result of the above mentioned expenses, Net
 Losses from Operations decreased by
 $19,514 in the quarter ended December 31, 1997 compared to the
 quarter ending December 31,
 1996. 
 
 There was no provision for income taxes in either 1996 or 1997
 due to the existence of net
 operating loss carry forwards from prior years, and the
 likelihood of the Company being able to
 utilize these net operating losses in the future.
 
 Net loss per share decreased from $(0.40) to $(0.13) in
 December 31, 1997 primarily due to the
 increase in the weighted average number of shares outstanding
 in December 1997 compared to
 December 1996. 
 
 The Company experienced losses from operations of $85,900
 during the quarter ending December
 31, 1997.  However, the  Company has also achieved a key
 milestone by posting a positive
 shareholder equity for the first time in many years. This
 achievement marks the turning point in
 the Company's history and illustrates the confidence investors
 have in the company's management
 and overall strategic game plan for restarting the
 environmental operations acquired with 
 XyclonyX. In order to implement the company's strategic plan
 with its subsidiaries, the Company
 is planning on raising additional capital through the issuance
 of stock in Global Venture Funding
 or its subsidiaries.  The funds are targeted to establish the
 fermentations manufacturing operation
 and the staffing of the sales subsidiaries.   The Company is
 also seeking new business
 opportunities that may be acquired or developed internally. 
 Based on the current status of the
 Company, additional capital will be required in order for the
 Company to complete any business
 acquisitions or development, or to maintain their ongoing
 operations. 
 
 Liquidity and Capital Resources
 Cash and equivalents totaled $3,000 and $1,700 at December 31,
 1997 and  September 30, 1997
 respectively.  During the quarter ending December 31, 1997, net
 cash used by operating activities
 totaled $232,200 compared to $65,693 in the same period in
 1996.  Operating activities includes
 payments for accounting, legal fees and professional services. 
 
 Net Working Capital (Current Assets less Current Liabilities)
 was ($6,400) as of December 31,
 1997.  As of  September 30, 1996, net working capital was
 $(210,900) including a $76,900
 discontinued operation liability which was expensed during the
 current quarter.  The company
 was able to convert most notes payable and much of the accounts
 payable to stock at values of
 approximately $1.00 per share during the quarter ending
 December 31, 1997.  This conversion
 effort significantly reduced the outstanding current
 liabilities. 
 
 The Company registered 210,000 shares of common stock for
 services provided to the Company
 or to be provided to the  Company in the future.  100,000
 shares were used to payoff accounts
 payable debt of $95,000 and the balance was used to prepay
 services in the amount of $47,500.
 
 To date the Company has financed its operations principally
 through borrowings and private
 placements of equity securities and debt.  During the second
 quarter of 1997, the Company raised
 $63,500 in a private placement for which series C, Preferred
 stock was issued for 2,670 shares. 
 Net proceeds to the company after placement fee's was $62,900 
 The Company will need
 additional capital to continue its existence and will endeavor
 to raise sufficient funds through the
 sale of shares, or other means. 
 
 Non-cash investing and financing activities
 For the quarter ending December 31, 1997:
 
 Debt to equity conversions.
 
 Eight noteholders with notes totaling $40,000 plus interest at
 10% with various maturities from
 October 1997 to March 1998, exercised their options to convert
 to Series C Preferred stock.  The
 company issued 800 shares of Series C preferred stock to said
 noteholders. 
 
 Another noteholder exchanged his note of $10,400 for 120 shares
 of Series C Preferred stock.
 
 Several vendors exchanged  their invoices totaling $33,174 for
 $1,000 cash and 30,000 shares of
 restricted common stock. 
 
 A preferred shareholder exercised his right to convert Series
 II Preferred stock to common stock. 
 Under the conversion 250 shares of preferred were converted to
 125 shares of common stock. 
 All exchanges were valued at $1.00 per share. 
 
 During the quarter, various employees were issued 16,000 shares
 of Series D Preferred Stock for
 services in lieu of salary.  All exchanges were valued at $1.00
 per share. 
 
 For the period ending December 31, 1996:
 
 During the quarter ended June 30, 1996, the Company entered
 into an agreement with Cellular
 99, a Nevada corporation under  the control of the president of
 the Company, whereby it obtained
 an exclusive license to rent cellular phones in the State of
 Illinois, using the proprietary marketing
 technology of Cellular 99.  The Company exchanged 10,000 shares
 of Series D Convertible
 Preferred stock for these licensing rights.  These rights were
 valued at $1,000 or $.10 per share.
 In November of 1996, the Company entered into a similar
 agreement with Cellular 99, Inc. for the
 State of Texas. The Company issued 10,000 shares of Series D
 Preferred Stock to Cellular 99,
 Inc. to obtain the exclusive licensing rights to the State of
 Texas. The stock was valued at $.10
 per share with a total value of $1,000.00. 
 
 Future Funding Requirements
 The Company's working capital and other capital requirements
 during the next year or more will
 vary based on a number of factors, including the rate at which
 microbial products are shipped and
 generate profits, the level of sales and marketing activities
 for environmental products, and the
 level of effort needed to develop additional distribution
 channels to the point of commercial
 viability. 
 
 Continuation Of Business
 In order for the Company to be successful, additional funding
 will be required.  The Company had
 no significant revenues and has paid operating costs from
 equity sales since July 19, 1997.  The
 failure of the company or its subsidiaries to successfully
 obtain additional funds may jeopardize its
 existence.  The company intends to raise additional working
 capital by the sale of common stock,
 borrowings and/or possible licensing of its developed business
 arrangements.
 
 Employees
 As of December 31, 1997, the Company had 3 full-time employees. 
 By September 30, 1998, the
 Company expects to significantly increase the number of
 employees, principally in microbial
 manufacturing operations, sales and marketing and through
 acquired operating subsidiaries. The
 Company's employees are not represented by a labor union and
 the Company believes its
 employee relations are good. 
 
 On July 18, 1997, Roger Knight resigned as President of the
 Company and Conrad Nagel
 resigned as Treasurer.  On July 18, 1997 the Board of Directors
 named Robert C. Brehm as 
 President and Treasurer.  On July 19, 1997 Robert C. Brehm was
 elected to Chairman of the
 Board to fill the seat vacated by Robert Dolan.  On September
 12, 1997 Sy Phillips resigned as a
 Director, and the Board of Directors appointed Mery Robinson to
 fill the place vacated by Mr.
 Phillips.
 
 Factors Affecting Future Performance
 From time to time, in reports filed with the Securities and
 Exchange Commission, in press
 releases, and in other communications to shareholders or the
 investing public, the Company may
 comment on anticipated future financial performance.  Such
 forward looking statements are
 subject to risks and uncertainties, including but not limited
 to, the impact of competitive products
 and services, technological changes in the Company's industry,
 the ability of the Company to
 develop and successfully deploy it's products through a
 distribution network, the Company's
 ability to attract and retain customers, product demand and
 market acceptance risks, reliance on
 key strategic alliances, fluctuations in operating results,
 delays in development of highly complex
 products and services and other risks detailed from time to
 time in GVF's filing with the Securities
 and Exchange Commission.  These risks could cause the company's
 actual results for 1998 and
 beyond to differ materially from those expressed in any forward
 looking statements made by, or
 on behalf of, the Company. 
 
 Although the environmental technology opportunities are
 numerous and the Company enjoys
 Letters of Intent for its products, the ability to finance,
 build and manufacture the microbial blends
 has not yet commenced although plans to startup a pilot plant
 operation indicate such a plant
 could be in operation as soon as June 1998.  The Company's
 failure to operate such a plant in a
 profitable manner could materially effect the financial results
 and the amount of capital required to
 operate the business in the future. 
 
                                                                 
      PART II
 
 Item 1 - Legal Proceedings
 There are no known legal proceedings to which the Company is a
 party as of December 31, 1997
 
 Item 2 - Changes In Securities
 
 None
 
 Item 3 - Defaults Upon Senior Securities
 
 None
 
 Item 4 - Submission of Matters To A Vote Of Security Holders
 
 None
 
 Item 5 - Other Information - subsequent events
 
 None
 
 Item 6 - Exhibits And Reports On Form 8-K
 
 (a)     None
 
 (b) Reports on Form 8-K - None filed during quarter ended
 December 31, 1997.
 (c) An additional, registration Statement on Form S-8
 respecting the registration of shares of the
 Common stock of the Company issued under the employee benefit
 plans was filed with the
 Securities Exchange Commission on December 23,1997.
 (d) Subsidiaries of Registrant as of December 31, 1997
 -XyclonyX - 100% owned, Sub-Surface
 Waste Management, Inc. - 100% owned.
 
                                                      
 SIGNATURES
 
 In accordance with the requirements of the Exchange Act, the
 registrant caused this report to be
 signed on its behalf by the undersigned, thereunto duly
 authorized.
 
                                                                 
              Global Venture Funding, Inc.
 
 Date:   02/19/98                                                
                By:   /s/  Robert C. Brehm                     
                                                                 
                      Robert C. Brehm, President