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, 1996.

[   ] 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 of      (IRS Employer Identification 
incorporation or organization)          No)

            628 Las Vegas Blvd., S., Las Vegas, NV  89101 
               (Address of principal executive offices)


            Issuer's telephone number   (702) 233-6638    

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 issuers
classes of common equity, as of the latest practicable date.

 Class                          Outstanding at February 11, 1997
Common Stock $.0001 par value              3,822,513

<PAGE>
                           PART I - Item 1

                     GLOBAL VENTURE FUNDING, INC.
                            BALANCE SHEETS
<TABLE>
<CAPTION>
<C>                                 <C>             <C>
                                     December 31,   September 30,
                                        1996             1996
                                    (Unaudited)       (Audited)
ASSETS

Current assets:
  Cash (Note 7)                        $   43,025       $  49,800 
  Prepaid expenses                         31,485          26,600
Total current asset                        74,510          76,400

Investment in and advances to 
 unconsolidated subsidiary (Note 3)           --              --
Licensing rights (Note 6)                   2,000           1,000 
Leasehold improvements and 
 equipment (Note 8)                         6,225             --
Other assets - deposits                       500             --

                                        $   83,235        $77,400

LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
  Notes payable (Note 7)                $    8,231        $11,300
  Current portion of long-term 
   debt (Note 6)                           160,000            --
  Accounts payable and accrued 
   liabilities                              63,924         47,800
                                           232,155         59,100
Long-term debt, related 
  parties (Note 6)                         205,418        298,700
                                           437,573        357,800
Contingencies (Note 3)                         --             --

Stockholders' deficit (Note 4):

Convertible preferred stock, $.10 
par value; authorized 20,000,000 
shares:
  Series II; authorized 500,000 
   shares; issued and outstanding 
   465,000 and 475,000 shares 
   (aggregate liquidation preference 
   of $465,000 and $475,000)                46,500        47,500
  Series B; authorized 500,000 shares;
   issued and outstanding 392,800 and 
   397,800 shares (aggregate liquidation
   preference of $392,800 and $397,000)     39,280        39,800
  Series C; authorized 50,000 shares; 
   issued and outstanding 3,300 and 
   1,050 shares (aggregate liquidation 
   preference of $330,000 and $105,000)        330           100
  Series D; authorized 50,000 shares; 
   issued and outstanding 20,750 and 
   10,500 shares (no liquidation preference) 2,075         1,100
                                            87,185        88,500

Common stock $.0001 par value; authorized 
  150,000,000 shares; issued and outstanding 
  3,707,513 and 3,282,513 shares               370            300
Additional paid-in capital                 631,146        569,400
Stock options                                              30,000
Accumulated deficit                     (1,074,039)     (968,600)
                                         (354,338)      (280,400)
                                       $   83,235     $   77,400
<TABLE/>

                     GLOBAL VENTURE FUNDING, INC.
                       STATEMENTS OF OPERATIONS

</TABLE>
<TABLE>
<CAPTION>
<C>                                  <C>            <C>
                                      Quarters ended December 31,
                                          1996              1995
                                                    (as restated)
Revenues                               $     --       $     --

Cost of revenues                             --             --

Gross profit                                 --             --

Selling, general and administrative 
  expenses                                98,273            --

Loss from operations                     (98,273)            0 

Other expense:
 Interest expense, related parties        (7,141)           --
 Interest expense                            --             --

                                           (7,141)            0 
Net loss from continuing operations 
  before taxes                           (105,414)            0 

Provision for income taxes (Note 5)           --            --

Net loss from continuing operations      (105,414)            0 

Discontinued operations (Note 3)              --            --

Net loss before extraordinary item        (105,414)            0 

Extraordinary item (Note 7)                   --             --

Net loss                                $ (105,414)       $    0 

Net loss per common share:
  Net loss                              $    (0.04)       $   -- 

Weighted average common shares 
  outstanding                             2,905,430     1,582,513

<TABLE/>
                     GLOBAL VENTURE FUNDING, INC.
                       STATEMENTS OF CASH FLOWS


</TABLE>
<TABLE>
<CAPTION>
<C>                                 <C>            <C>
                                     Quarters ended December 31,
                                      1996             1995
                                                  (as restated)
Cash flows from operating activities:
  Net loss                             $ (105,414)    $   --
  Adjustments to reconcile net income
   to cash provided (used) by operating 
   activities:
     Depreciation and amortization             --         --
     Stock option exercised                 30,000        --
     Write-off acquisition costs of 
      unconsolidated subsidiary                --         --
     Extraordinary gain                        --         --
     Decrease (increase) in:
      Inventory                                --         --
      Prepaid expenses and deposits         (6,404)       --
     Increase (decrease) in:
      Accounts payable and accrued 
       liabilities                           16,125       --

Net cash used by operating activities       (65,693)        0

Cash flows from financing activities:
  Issuance of preferred stock in 
   exchange for services                      1,501       --
  Proceeds from issuance of long-term 
   debt to related parties                   98,500       --
  Repayments of long - term debt            (31,789)      --
  Repayments of notes payable                (3,069)      --

Net cash provided by financing activities    65,143         0

Cash flows from investing activities:
  Purchase of leasehold improvements and 
         equipment (Note 8)              $   (6,225)         0 

Cash, beginning of period                    49,800        100

Cash, end of period                      $   43,025     $  100

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     $   --
<TABLE/>

             GLOBABAL VENTURE FUNDING, INC.
             NOTES TO FINANCIAL STATEMENTS

1. Basis of presentation and accounting policies:

Organization and basis of presentation:

Global Venture Funding, Inc. (the "Company") is a corporation
formed under the laws of the State of Colorado on December 7,
1984 under the name "Venture Funding Corporation".  The Company
has been engaged in a variety of operations since inception, and
recently, through its wholly owned subsidiary, AllCell
Communications, Inc. ("AllCell"), a Georgia corporation formed on
April 29, 1996, has been engaged in the business of reselling
cellular time through a distribution network on a prepaid basis. 
The subsidiary ceased operations during September, 1996 with no
immediate plans in the future to resume operations. 

The Company has experienced losses from discontinued operations
of $217,100 for the year ended September 30, 1996, and has
experienced losses from continuing operations of $105,414 and
$-0-  for the quarters  ended December 31, 1996 and 1995,
respectively, and has a stockholders' deficit of $354,338 as of
December 31, 1996.  The Company is planning on raising additional
capital through the issuance of additional stock in a private
placement or public offering.  The Company is also currently
seeking new business opportunities that may be acquired or
developed internally.  Based upon the current status of the
Company, additional capital will be required in order for the
Company to complete any business acquisition or development, or
to maintain their ongoing operations.

These matters raise substantial doubt about the Company' s
ability to continue as a going concern.  The accompanying
financial statements do not include any adjustments relating to
the recoverability and classification of asset carrying amounts
or the amount and classification of liabilities that might result
from the outcome of this uncertainty.

Unconsolidated subsidiary:

Because AllCell has experienced substantial financial losses and
the Company has abandoned any plans to fund the future operating
deficits of the subsidiary. Effective as of September 30, 1996,
the financial statements do not include the accounts of the
subsidiary on a consolidated basis.  Rather, the investment in
the subsidiary is carried on the books of the Company using the
cost method.  Prior to abandonment, the consolidated financial
statements included the accounts of the Company and AllCell.  All
material intercompany transactions have been eliminated in
consolidation.  

Inventories:

Inventories consisted of telephone debit cards and are stated at
the lower of cost (first-in, first-out) method.  These cards were
subsequently disposed of in their entirety during the year ended
September 30, 1995.

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 1996 and 1995, 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.

Reclassifications:

Certain reclassifications have been made to the December 31, 1995
financial statements in order to conform to the current quarter
presentation. 

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. Restatement of prior period financial statements:

Subsequent to the issuance of the September 30, 1995 financial
statements, the Company determined that the financial statements
contained errors related to the following matters:
                                    Preferred stock   Accumulated 
                                    and additional      deficit
                                    paid-in capital

Overstatement of advances from 
affiliates and notes payable-
related party due to failure to 
relieve liabilities assumed as a 
result of the sale of a wholly 
owned subsidiary, American West 
Foods, Inc. on June 8, 1994          $      --          $  27,300

Overstatement of compensation payable 
due to failure to reduce salary accruals 
payable to former officer to 
 contractual amount                          --            80,800

Understatement of preferred stock and 
additional paid-in capital due to 
omission of stock issued for in-kind 
services and cash                          113,800       (63,700)

Net change as of September 30, 1994   $    113,800      $  44,400

The previously reported financial results for the quarter ended
December 31, 1995 have been restated to reflect the above and
other changes.  Net loss and net loss per common share for the
year ended September 30, 1995 have been restated as follows:

                                                           1995
Net income, as previously reported                     $100,700 
Adjustment for advances and notes 
 payable to related parties                             (27,300)
Adjustment for accrued compensation                     (80,800)
Adjustment for trade accounts payable                   (13,000)

Net loss, as restated                                  $(20,400)

Net income per common share, as previously reported       $0.06 

Net loss per common share, as restated                   $(0.01)

3. Business acquisition and discontinued operations:

On May 8, 1996, the Company completed the acquisition of AllCell
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 has been acquired by a
development stage company, and 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.  AllCell became a wholly owned
subsidiary of the Company through the exchange of 5,500 Series C
preferred shares for all of the outstanding stock of AllCell.
5,000 of the shares were escrowed, to be released to the former
stockholder of AllCell based upon the achievement of certain
performance criteria as the President of AllCell.  AllCell was
formed on April 29, 1996 and had no significant operations prior
to its acquisition by the Company.  

During September, 1996, the Company abandoned its
telecommunications operation through its subsidiary AllCell. 
AllCell suffered substantial financial losses and was unable to
sustain operations without continued financial support from the
Company.  Investments and advances to AllCell as of September 30,
1996, totaled $217,100, which has been charged to the current
period as a loss from discontinued operations.  There was no tax
benefit recognized as a result of this loss.  For the period from
acquisition, May 8, 1996, until September 30, 1996, AllCell had
revenues totaling $120,600.  As of September 30, 1996, AllCell's
net liabilities exceeded net assets by $491,900.  In addition, a
substantial creditor of AllCell has threatened litigation against
AllCell and the Company in order to collect amounts owed by
AllCell, which include significant contractual default penalties,
totaling approximately $200,000.  Management of the Company
believes that it has no obligation in regards to these or any
other liabilities or commitments of AllCell and has no plans to
satisfy them in the future.

4. Stockholders' deficit:

Preferred stock:
         
The Company's preferred stock may be divided into such series as 
may be established by the Board of Directors may fix and
determine the relative rights and preferences of the shares of
any series established.  All convertible preferred shares are
noncumulative, nonparticipating and do not carry any voting
privileges.  

In October, 1991, the Board of Directors authorized the issuance
of 500,000 shares of Series II Convertible Preferred Stock.  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 March, 1992, the Board of Directors authorized the issuance of
500,000 shares of Series B Convertible Preferred Stock.  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 stock; after two years, five shares of common stock. 

In June, 1992, the Board of Directors authorized the issuance of
50,000 shares of Series C Convertible Preferred Stock.  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 common stock after a specified holding
period of one year.  In February, 1996, 12,000 shares of Series C
preferred stock was converted to 1,200,000 shares of common
stock. 

In June, 1992, the Board of Directors authorized the issuance of 
50,000 shares of Series D Convertible Preferred Stock.  The
Series D preferred stock carry no liquidation preferences and is
subject to forfeiture prior to conversion.  Each Series D
preferred share may be converted to 100 shares of common stock
after a specified holding period of one year.

In March, April and May, 1996, the Company issued 93,350 shares
of Series B preferred stock to certain creditors in exchange for
trade accounts payable debts owed by the Company in the amount of
$92,200.  All exchanges were valued at approximately $1.00 per
share.

In February and September, 1996, certain stockholders exercised
their preferred stock conversion rights and the Company issued
1,700,000 shares of common stock in exchange for the cancellation
of 25,000 shares of Series II preferred stock, 50,000 shares of
Series B preferred stock and 12,000 shares of Series C preferred
stock.

In November of 1996, the Company issued 2,250 shares of Series C
and 250 shares of Series D preferred stock in exchange for
services received. 

The Company has reserved 17,500,000 shares of its $.0001 par
value common stock for conversion of preferred stock issuances.

Stock options:

On July 26, 1996, the Company issued options to purchase 300,000
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 $.10 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 has
agreed to reserve 300,000 shares of its $.0001 par value common
stock for the exercise of this option.  This agreement was valued
at $30,000 and is being amortized over the life of the consulting
agreement.  This option was exercised on December 16, 1996.

5. Income taxes:

The benefit for income taxes from continuing operations is
different than the amount computed by applying the statutory
federal income tax rate to net loss before taxes.  A
reconciliation of income tax benefit follows:

                                    Year ended September 30, 
                                     1996             1995

Computed tax benefit at federal 
statutory rate                      $ 40,500        $ 6,900
Change in valuation allowance        (40,500)        (6,900)
                                    $    --         $   -- 

The provision for federal and state income taxes consisted of the
following: 

Current                              $    --         $   -- 
Deferred                                  --             -- 
                                     $    --         $   -- 

The deferred tax asset consisted of the following:

Net operating loss carryforwards     $ 613,600       $489,000 
Valuation allowance                   (613,600)      (489,000)

Net deferred tax asset                $    --        $   -- 

The Company has net operating loss carryforwards ("NOLs") for
federal income tax reporting purposes of approximately
$1,595,000.  The NOLs expire at various times through 2011.

Included in the above NOLs are net operating loss carryforwards
which may be subject to substantial limitations in accordance
with various provisions of the Internal Revenue Code. The Company
has not yet determined the amount and nature of these
limitations.

6. Related party transactions:

Licensing agreements:

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 for an
exclusive license to rent cellular phones in the State of Texas. 
The Company exchanged 10,000 shares of Series D Convertible
Preferred Stock for these licensing rights.  These rights were
valued a $1,000 or $.10 per share. 

Office space and administrative support:

The Company is provided office space and other administrative 
support services at no cost to the Company by various
corporations under the control of the president of the         
Company, a principal stockholder.  The value of these services
totals $7,900 and has been recorded as capital contribution by
the principal stockholder.

Notes payable to related party:

Notes payable to related party consisted of various notes payable
to the Chairmen of the Board of the Company, and a corporation
under the control of the Chairman of the Board.  The notes are
unsecured, due in 18 months from the date of issuance, and bear
interest at 10%.  The maturities range from November, 1997 to
March, 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 years ended September 30, 1996 and
1995, fees and other expenses charged by these firms totaled
approximately $31,700 and $4,800, respectively.  As of December
31, 1996, amounts due these firms totaled $43,150.

7. Extraordinary item:

In September, 1996, the Company exchanged on terms favorable to
the Company a trade accounts payable debt for an agreed upon
installment obligation totaling $12,900 over the next 13 months. 
The installment obligation is unsecured, and bears no interest. 
A gain of $16,800, net of tax, has been recognized on this debt
restructuring transaction.  As part of this transaction, the
Company issued post-dated checks to a collection agency. These
post-dated checks, are included in the cash balance.

8. Leasehold Improvements and equipment

During the quarter ended December 31, 1996, leasehold
improvements and equipment were purchased in preparation for the
opening of the Houston retail store in March.  No depreciation
has been provided for these assets as they have not been put into
operation as of December 31, 1996.

                           PART I - Item 2
Management's Discussion and Analysis of Financial Condition and
Results of Operations

Overview

Since October of 1993, GVFI has allocated its efforts towards
seeking a viable business venture to acquire and/or develop
internally.  Based upon the status of the Company, its lack of
operating cash and its stockholder's deficit, additional funding
will be required in order for the Company to complete any
business ventures whether through an acquisition, merger, or
developed internally.

The Company has continued in its efforts to identify a company in
the telecommunications industry and/or to establish its own
activity in the telecommunications industry.  Toward this end, on
May 29, 1996, the Company entered into a License Agreement with
Cellular 99, Inc. whereby Cellular 99, Inc. granted a ten year
license for the exclusive right to engage in the merchandising,
marketing, distribution, promotion and renting of cellular
telephones in the State of Illinois and the right to use the
trade name Cell Phone 99.  In November 1996, the Company entered
into a similar agreement with 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. The
company expects to secure additional licenses for other states. 
The cellular phone services would be sold through retail outlets
and it is estimated that they would rent for 99 cents per day.

On May 8, 1996, GVFI acquired 100% of the common stock of AllCell
Communications, Inc., (AllCell) a Georgia corporation, in
exchange for 5,500 shares of the Company's Series C Preferred
Stock, of which 5,000 shares were placed in escrow pending
achievement by AllCell of certain earnings levels as specified in
the purchase agreement.  AllCell was acquired to test market the
Company's prepaid cellular products prior to a regional and
national roll out of retail stores offering cellular and related
products. The Company canceled the shares and the losses have
been accounted for as discontinued operations.

Results of Operations

Quarter Ended December 31, 1996 Compared to the Quarter Ended
December 31, 1995 

During the quarter ended December 31, 1995, the Company was
inactive and had no activity.  

During the quarter ended December 31, 1996, the Company had no
sales because it was in the start-up stage of organizing the
National Support Center in Las Vegas and laying the ground work
for the opening of its first retail store in Houston, Texas.

Selling, general and administrative expenses for the first
quarter were $98,273.  The National Support Center began
operations on October 1, 1996  Selling, general and
administrative expenses for the National Support Center were
$80,462 and are 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. An additional $17,811 of expenses
were incurred in preparation for the opening of the first retail
store in Houston Texas.  These expenses were comprised mostly of
rent and professional services.

Interest expense for related parties was $7,141 during the first
quarter of fiscal 1997.  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.

Primarily, as a result of the above mentioned expenses, Net
Losses from Operations increased $105,414 in the quarter ended
December 31, 1996.  This compares to a net loss of $235 for the
quarter ended December 31, 1996.

There was no provision for income taxes in either 1995 or 1996
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.

There was a loss from discontinued operations in 1996 totaling
$217,100 representing investments and advances to AllCell.  On
May 8, 1996, the Company completed the acquisition of AllCell in
a transaction accounted for in a manner similar to a purchase. 
In accordance with accounting principals associated with a
transaction where the acquired company has been acquired by a
development stage company and the acquired company is considered
a promoter in the funding and organizing of the business, the
acquired business assets were recorded at the historical cost
basis of the predecessor.  AllCell became a wholly owned
subsidiary of the Company through the exchange of 5,500 series C
preferred shares for all the outstanding stock of AllCell.  5,000
of the shares were placed in escrow to be released to the former
stockholder of AllCell based upon the achievement of certain
performance criteria as the President of AllCell.  AllCell was
formed on April 29, 1996 and had no significant operations prior
to its acquisition by the Company.

As of September 30, 1996, the Company abandoned its
telecommunications test market operations through its subsidiary,
AllCell, which suffered substantial financial losses and was
unable to sustain operations without continued financial support
from the Company.  Investment and advances to AllCell as of
September 30, 1996, totaled $217,100 which has been charged to
the current period as a loss from discontinued operations. 

For the period from acquisition, May 8, 1996, until September 30,
1996, the date of abandonment, AllCell had revenues totaling
$120,600.  As of September 30, 1996, AllCell's net liabilities
exceeded net assets by $491,900.  In addition, a substantial
creditor of AllCell has threatened litigation against AllCell and
the Company in order to collect amounts allegedly owed by AllCell
which include significant contractual default penalties, totaling
approximately $200,000.  Management of the Company believes that
it has no obligation in regards to these or any other liabilities
or commitments of AllCell and has no plans to satisfy them in the
future.

Because AllCell experienced substantial financial losses and the
Company has abandoned any plans to fund the future operating
deficits of the subsidiary, as of September 30, 1996, the
financial statements do not include the accounts of the
subsidiary on a consolidated basis.  Rather the investment in the
subsidiary is carried on the books of the Company using the cost
method.  Prior to the abandonment, the consolidated financial
statements included the accounts of the Company and AllCell.  All
material intercompany transactions have been eliminated in
consolidation in 1996.

In September 1996, the Company exchanged, on terms favorable to
the Company, a trade accounts payable debt for an agreed upon
installment obligation totaling $12,900 over the next 13 months. 
The installment obligation is unsecured and bears no interest.  A
gain of $16,800, net of tax, has been recognized on this debt
restructuring transaction.  As part of this transaction, the
Company issued post-dated checks to a collection agency.  These
post-dated checks are included in the cash balance on the Balance
Sheet for December 31, 1996.

The Company has experienced losses from discontinued operations
of $217,100 for the year ended September 30, 1996, and has
experienced losses from continuing operations of $119,200 and
$20,400 for the quarters ended December 31, 1996 and 1995
respectively, and has a stockholder's deficit of $354,338 as of
December 31, 1996.  The Company is planning on raising additional
capital through the issuance of additional stock in a private
placement or public offering.  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 $43,025 and $100 at December 31,
1996 and 1995 respectively.  During the quarter  ending December
31, 1996, net cash used by operating activities totaled $65,693,
which includes payments for accounting, legal fees and
professional services.

Net Working Capital (Current Assets less Current Liabilities) was
($157,645) as of December 31, 1996.  

As of December 31, 1995,  net working capital was ($32,104).

Non-cash investing and financing activities

In March and April 1996, the Company issued 93,350 shares of
Series B preferred stock to certain creditors in exchange for
trade accounts payable debts owed by the Company in the amount of
$92,200. All exchanges were valued at approximately $1.00 per
share.

In February and September 1996, certain stockholders exercised
their preferred stock conversion rights and the Company issued
1,700,000 shares of common stock in exchange for the cancellation
of 25,000 shares of Series II preferred stock, 50,000 shares of
Series B preferred stock and 12,000 shares of Series C preferred
stock for a combined value of $8,700.

In May 1996, 5,500 of Series C Preferred stock was issued in
exchange for the acquisition of AllCell for a total value of
$28,300.  An additional 550 shares was paid to a related party
stockholder as a finder's fee. In September 1996, the Company
canceled 5,000 shares of Series C Preferred stock due to the
discontinuation of AllCell's operations.

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.

On July 26, 1996, the Company issued options to purchase 300,000
common shares to Robert Brehm Consulting, in exchange for a
management consulting agreement scheduled to terminate May 26,
1997.  The option agreement provides for an exercise price of
$.10 per share commencing July 26, 1996 until July 26, 1998 or 24
months after the filing and acceptance of the 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 reorganization, recapitalization,
mergers or other corporate events.  In addition, the Company has
agreed to reserve 300,000 shares of its $.0001 par value common
stock for the exercise of this option.  This agreement was valued
at $30,000 and is being amortized over the life of the consulting
agreement.  These options were exercised in full in December of
1996.

In November of 1996 the Company issued 10,000 shares of Series D
Preferred stock to Cellular-99 to obtain the exclusive licensing
rights to the State of Texas.  The stock was valued a $.10 per
share with a total value of $1,000.00

Also in November if 1996 the Company issued stock in exchange for
services to the following officers and consultants:

Robert M. Dolan - 1,000 shares of Series C Preferred stock valued
at $.20 per share

Roger K. Knight - 1,000 shares of Series C Preferred stock valued
at $.20 per share

Silas A. Phillips - 250 shares of Series C preferred stock valued
at $.20 per share 

Patrick Stephenson - 250 shares of Series D preferred stock
valued at $.20 per share

To date the Company has financed its operations principally
through borrowings and private placements of equity securities
and debt.  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. 

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 retail stores are opened and
generate profits, the level of sales and marketing activities for
prepaid cellular services, and the level of effort needed to
develop additional retail outlets in Illinois and elsewhere to
the point of commercial viability.  The Company believes that the
funds from the net proceeds of the Offering and funds generated
from the retail sales operations, will be sufficient to support
the Company's operations through at least September 30, 1997.

The Company's failure either to ramp up sales sufficiently in
Illinois and Texas or elsewhere and receive additional funds from
its Private Placement Offering, could adversely affect the
Company's cash flows.  In addition, the Company's business plans
may change or unforeseen events may occur which require the
Company to raise additional funds. There can be no guarantees
that the Company can raise the required capital necessary to
continue with its plans for growth and expansion. 

In order for the Company to be successful, additional funding
will be required.  The Company had no significant revenues and
has borrowed over $350,000 during the year.  The failure of the
company 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 (See further
discussion under "Management Discussion and Analysis Of Financial
Condition And Results Of Operations" section).

Employees

As of December 31, 1996, the Company had 4 full-time employees. 
By March 31, 1997, the Company expects to significantly increase
the number of employees, principally in retail operations, sales
and marketing.  The planned increase in personnel is based
primarily on expected increases in sales of prepaid cellular
services and the rental of cellular phones. The Company's
employees are not represented by a labor union and the Company
believes its employee relations are good.

Two new officers were appointed as of October 1, 1996.  They are
Robert M. Dolan, President and CEO and Robert C. Brehm,
Treasurer.  Each brings significant experience in the franchise
and financial areas respectively.  Their addition to the company
could significantly enhance operating results in fiscal 1997. 

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 Dealer 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 GVFI's filing with the Securities and
Exchange Commission.  These risks could cause the company'sactual
results for 1997 and beyond to differ materially from those
expressed in any forward looking statements made by, or on behalf
of, GVFI.

Although the cellular market, and in particular, the prepaid
cellular market segment, has experienced rapid growth in the
recent year, there can be no assurance that similar growth will
continue at similar rates, or at all, or that cellular customers
will be attracted to the Company's services through its sales and
marketing efforts.  In addition, the prepaid cellular market will
have significant competition from the emerging Personal
Communication Service (PCS) carriers who are offering prepaid
services. These services will include wireless communication for
voice, fax, paging, and Internet connection.  The prepaid market
is in its initial stage of development, and if these markets do
not grow as expected or if the customers in these markets do not
use the Company's services, the Company's business, financial
condition and results of operations could be materially and
adversely affected.

Restatement of prior period financial statements

Subsequent to the issuance of the September 30, 1995 financial
statements, the Company determined that the financial statements
contained errors relating to the following matters: 
                            Preferred Stock 
                             and additional    Accumulated
                            Paid in Capital      Deficit  
Overstatement of advances 
from affiliates and notes 
payable-related party due 
to failure to relieve 
liabilities assumed as a 
result of the sale of a 
wholly owned subsidiary, 
American West Foods, Inc. 
in June 1994.                  $     --           $ 27,300

Overstatement of compensation 
payable due to failure to
reduce salary accruals 
payable to former officer to
contractual amount.            $     --           $ 80,800

Understatement of preferred 
stock and additional paid-in-
capital due to omission of 
stock issued for in-kind
services and cash.              $ 113,800         $(63,700)

Net Change as of September 
30, 1994                        $ 113,800         $ 44,400

The previously reported financial results for the year ended
September 30, 1995 have been restated to reflect the above and
other changes, net loss and net loss per common share for the
year ended September 30, 1995 has been restated as follows:
                                                       1995 
  
Net Income (loss) as previously reported             $100,700
Adjustments for advances and notes payable 
 to related parties                                   (27,300)
Adjustments for accrued compensation                  (80,800)
Adjustments for trade accounts payable                (13,000)
Net Loss, as restated                                $(20,400)

Net income (loss) per common share, 
as previously reported                               $    0.06

Net loss per common share, as restated               $   (0.01)

                               PART II

Item 1 - Legal Proceedings

There are no known legal proceedings to which the Company is a
party as of December 31, 1996.

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
 
None

Item 6 - Exhibits And Reports On Form 8-K

(a)  None

(b)  Reports on Form 8-K 
On October 17, 1996, the Company filed a Form 8-K/A for the
purpose of filing the Gilbert & Company accountant's letters.

On October 21, 1996, the Company filed a Form 8-K Item 5
disclosing that Roger K. Knight has resigned as President of the
Company and that Robert M. Dolan was elected as President
effective October 1, 1996.

                                 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:   02/18/97               By:   /s/  Robert M. Dolan         
                               Robert M. Dolan, President



 

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