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 March 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 or organization)                   Identificaion 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 May 7, 1997
----------------------------                      --------------------------
Common Stock $.0001 par value                           4,182,273




<PAGE>
<TABLE>
<CAPTION>


GLOBAL VENTURE FUNDING, INC.
BALANCE SHEETS

                                                                               March 31,   September 30,
                                                                                 1997         1996
     ASSETS                                                                   (Unaudited)   (Audited)
     ------                                                                   -----------   ---------
Current assets:
<S>                                                                            <C>          <C>      
  Cash                                                                         $   9,366    $  49,800
  Prepaid expenses                                                                21,911       26,600
                                                                               ---------    ---------
     Total current assets                                                         31,277       76,400

Investment in and advances to unconsolidated subsidiary                             --           --
Licensing rights                                                                                1,000
Leasehold improvements and equipment                                              16,620         --
Other assets - deposits                                                              500         --
                                                                               ---------    ---------

     Total assets                                                              $  48,397    $  77,400
                                                                               =========    =========


  LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Notes payable                                                                $   5,144    $  11,300
  Current portion of long-term debt - related parties                            286,376         --
  Accounts payable and accrued liabilities                                        75,282       47,800
  Stock subscriptions payable                                                     81,000         --
                                                                               ---------    ---------
     Total current liabilities                                                   447,802       59,100

Long-term debt, related parties                                                     --        298,700

Contingencies

Stockholders' deficit (Note ):
  Convertible preferred stock, $.10 par value; authorized 20,000,000 shares:
     Series II; authorized 500,000 shares; issued and outstanding
       457,450 and 475,000 shares (aggregate liquidation preference
       of $457,450 and $ 475,000)                                                 45,745       47,500
     Series B; authorized 500,000 shares; issued and outstanding
       389,300 and 397,000 (aggregate liquidation preference
       of $389,300 and $397,000)                                                  38,930       39,800
     Series C; authorized 50,000 shares; issued and outstanding
       6,300 and 1,050 shares (aggregate liquidation preference
       of $630,000 and $105,000)                                                     630          100
     Series D; authorized 50,000 shares; issued and outstanding
       20,750 and 10,500 shares (no liquidation preference)                        2,075        1,100
                                                                                                
  Common stock $0001 par value; authorized 150,000,000 shares;
     issued and outstanding                                                          397          300

  Additional paid-in capital                                                     737,234      569,400
  Stock options                                                                     --         30,000
  Accumulated deficit                                                         (1,224,416)     (968,600)
                                                                               ---------    ---------

                    Total stockholders' deficit                                 (399,405)    (280,400)
                                                                               ---------    ---------

            Total liabilities and stockholders' deficit                        $  48,397    $  77,400
                                                                               =========    =========


                                                    2
</TABLE>

<PAGE>
<TABLE>
<CAPTION>


GLOBAL VENTURE FUNDING, INC.
STATEMENTS OF OPERATIONS

                                               For the Six                 For the Three
                                          Months Ended March 31,       Months Ended March 31,
                                          ----------------------       ----------------------
                                           1997           1996           1997          1996
                                           ----           ----           ----          ----

<S>                                     <C>            <C>            <C>            <C>      
Revenues                                $      --      $      --      $      --      $      --

Cost of revenues                               --             --             --             --
                                        -----------    -----------    -----------    ----------
Gross profit                                   --             --             --             --
                                        -----------    -----------    -----------    -----------

Selling, general,
  and administrative expenses               239,214            404        140,940            169
                                        -----------    -----------    -----------    -----------

Loss from operations                       (239,214)          (404)      (140,940)          (169)

Other expenses:
  Interest expense, related parties          16,577           --            9,436           --
  Interest expense
                                        -----------    -----------    -----------    -----------

Net loss from continuing operations
  before taxes                             (255,791)          (404)      (150,376)          (169)

Provision for income taxes                     --             --             --             --

Net loss from continuing operations        (255,791)          (404)      (150,376)          (169)

Discontinued operations                        --             --             --             --
                                        -----------    -----------    -----------    -----------

Net loss before extraordinary item         (255,791)          (404)      (150,376)          (169)

Extraordinary item                             --             --             --             --
                                        -----------    -----------    -----------    -----------
Net loss                                $  (255,791)   $      (404)    $  (150,376)   $      (169)
                                        ===========    ===========    ===========    ===========

Net loss per common share
  Net loss                              $     (0.07)      Nil               (0.05)        Nil

Weighted average common shares
  outstanding                             3,853,932     1,581,263       2,905,430     1,581,263

</TABLE>

                                                      3
<PAGE>

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

                                                               For the Six          For the Three
                                                          Months Ended March 31,    Months Ended March 31,
                                                          ----------------------    ----------------------
                                                             1997        1996        1997         1996
                                                             ----        ----        ----         ----
CASH FLOWS FROM
OPERATING ACTIVITIES
<S>                                                       <C>          <C>          <C>          <C>       
   Net loss                                               $(255,791)   $    (404)   $(150,376)   $    (169)
   Depreciation                                                              116         --             58
   Adjustments to reconcile net (loss) to
     net cash (used) by operating activities:
     (Increase) decrease in:
       Stock options exercised                               30,000
       Accounts receivable & notes receivable
       Prepaids, deposits, other assets                       5,169                    11,573
       Intangible assets
     Increase (decrease) in:
       Accounts payable                                      27,482                    11,357
       Accrued expenses                                       8,024                     8,059
       Common stock subscriptions payable                    81,000                    81,000
                                                          ---------    ---------    ---------    ---------
   Net cash (used) by opereating activities                (104,116)        (288)     (38,387)        (111)

Cash flows from financing activities:
   Issuance of common stock in exchange for services         25,390                    25,390
   Issuance of preferred stock in exchange for services       1,801                       300
   Proceeds from issuance of common stock net of 
     placement fees                                          79,620                    79,620
   Proceeds from issuance of long-term debt to related
     parties                                                 98,500
   Repayments of long-term debt                            (118,889)                  (87,100)
   Repayments of notes payable                               (6,156)                   (3,087)
                                                          ---------    ---------    ---------    ---------
   Net cash provided by financing activities                 80,266         --         15,123         --

Cash flows from investing activities
   Purchase of leasehold improvements and equipment         (16,620)                  (10,395)


INCREASE (DECREASE) IN CASH                                 (40,470)        (288)     (33,659)        (111)
CASH AT BEGINNING OF PERIOD                                  49,836          367       43,025          190
                                                          ---------    ---------    ---------    ---------
CASH AT END OF PERIOD                                     $   9,366    $      79    $   9,366    $      79
                                                          =========    =========    =========    =========


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        $   1,801         --      $     300         --
   Common stock issued for placement fees                 $    --           --      $  25,380         --

                                                    4
</TABLE>

<PAGE>

                          GLOBAL VENTURE FUNDING, INC.
                          NOTES TO FINANCIAL STATEMENTS
                FOR THE QUARTERS ENDED DECEMBER 31, 1996 AND 1995






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.  To further the  Company's  ability to
     Capture  market  share and  establish  a retail  presence,  the Company has
     located,  signed a lease and is in the  process  of opening a 4,600 sq. ft.
     retail  location  in Houston,  TX. This center will  operate as the Hub for
     this market,  providing support to a Dealer Network as well a Company owned
     Satellite centers.

     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 $ 150,376 and $ 169 for the quarters  ended March
     31,  1997 and 1996,  respectively,  and has a  stockholders'  deficit  of $
     399,405 as of March 31, 1997. The Company received proceeds of $216,00 from
     a private  placement  during  the  quarter  ended  March 31,  1997,  and 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.


                                       5



<PAGE>


                          GLOBAL VENTURE FUNDING, INC.
                          NOTES TO FINANCIAL STATEMENTS
                FOR THE QUARTERS ENDED DECEMBER 31, 1996 AND 1995





1. Basis of presentation and accounting policies (continued):

     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.

     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.



                                       6
<PAGE>


                          GLOBAL VENTURE FUNDING, INC.
                          NOTES TO FINANCIAL STATEMENTS
                FOR THE QUARTERS ENDED DECEMBER 31, 1996 AND 1995





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)

                                       7



<PAGE>


                          GLOBAL VENTURE FUNDING, INC.
                          NOTES TO FINANCIAL STATEMENTS
                FOR THE QUARTERS ENDED DECEMBER 31, 1996 AND 1995





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.  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.


                                       8

<PAGE>


                          GLOBAL VENTURE FUNDING, INC.
                          NOTES TO FINANCIAL STATEMENTS
                FOR THE QUARTERS ENDED DECEMBER 31, 1996 AND 1995





4. Stockholders' deficit (continued):

     Preferred stock (continued):

     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.

     In April of 1997,  the Company  issued  2,500  shares of Series C preferred
     stock to Roger K. Knight  President  (2000 shares) and Silas  Phillips Vice
     President/Secretary (500 shares) in exchange for services to the Company.

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

     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.

                                       9


<PAGE>


                          GLOBAL VENTURE FUNDING, INC.
                          NOTES TO FINANCIAL STATEMENTS
                FOR THE QUARTERS ENDED DECEMBER 31, 1996 AND 1995





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   Year ended
                                                    September 30, 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:   $ 613,600    $ 489,000

Net operating loss carryforwards
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.

                                       10


<PAGE>


                          GLOBAL VENTURE FUNDING, INC.
                          NOTES TO FINANCIAL STATEMENTS
                FOR THE QUARTERS ENDED DECEMBER 31, 1996 AND 1995





6. Related party transactions (continued):

     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 March  31,  1997,  amounts  due  these  firms  totaled
     $28,353.

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  March  31,  1997  leasehold  improvements  and
     equipment  were  purchased  in  preparation  for the opening of the Houston
     retail store in April. No  depreciation  has been provided for these assets
     as they have not been put into operation as of March 31, 1997.


                                       11

<PAGE>
                                 PART I - Item 2


Management's Discussion and Analysis of Financial Condition and Results of
Operations
--------------------------------------------------------------------------------

Overview
--------

Since October of 1993,  GVF 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, GVF 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 March 31, 1997 compared to the Quarter Ended March 31, 1996.

During the quarter  ended March 31,  1996 the  Company was  inactive  and had an
operating loss of $169.

During the quarter  ended March 31,  1997,  the Company had no sales  because it
continued 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  second  quarter  were
$140,940.  The  National  Support  Center began  operations  on October 1, 1996.
Selling,  general and  administrative  expenses for the National  Support Center
were  $89,034.25  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
$60,997 of expenses  were incurred in  preparation  for the opening of the first
retail store in Houston Texas.  These  expenses were  comprised  mostly of rent,
office expenses and professional services.

Interest  expense for related  parties was $9,436  during the second  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.  Furthermore,  all portions of the  aforementioned  notes are now
classified as current debt, and mature by March of 1998.

Primarily,  as a  result  of the  above  mentioned  expenses,  Net  Losses  from
Operations increased $150,376 in the quarter ended March 31, 1997. This compares
to a net loss of $169 for the quarter ended March 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


                                       12

<PAGE>



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 March 31, 1997.

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 $150,376 and $169 for the quarters  ended March 31, 1997 and 1996
respectively,  and has a stockholder's deficit of $399,405 as of March 31, 1997.
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  $9,366  and $79 at  March  31,  1997  and  1996
respectively.  During  the  quarter  ending  March  31,  1997,  net cash used by
operating  activities  totaled $38,387,  which includes payments for accounting,
legal fees and professional services.

Net Working Capital (Current Assets less Current  Liabilities) was ($416,525) as
of March 31, 1997. As of March 31, 1996, net working capital was ($32,215).


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.


                                       13

<PAGE>


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 shares 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

During the quarter  ended March 31,  1997,  7,550  shares of Series II preferred
stock and 3,500 shares of Series B preferred  stock were  converted  into 93,000
shares of common  stock.  The Company  issued 3,000 shares of Series C preferred
stock and 100,000  shares of common stock for future  consulting  services.  The
contract  negotiations  were not completed and the stock is in the possession of
the Company.  These shares will be  cancelled.  Also the Company  issued  27,000
shares of common stock for placement fees in  consideration of funds received by
the Company from sale of shares under the private placement memorandum.

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 $216,000 in a private  placement for which stock was
issued for 135,000  shares prior to March 31, and the  remaining  81,000  shares
were  issued  in April of 1997.  The  stock  was sold at $1.00  per  share.  Net
proceeds to the company after  placement  fee's was  $160,260.  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.

                                       14

<PAGE>



Continuation Of Business
------------------------

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 March 31, 1997, the Company had 4 full-time  employees.  By June 30, 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.

On February 28, 1997.  Robert C. Brehm resigned as Treasurer of the Company.  On
March 18,  1997,  Robert M. Dolan  resigned as  President  and CEO. The Board of
Directors of the Company  named Roger K. Knight as President and CEO. Mr. Knight
has previously  served in this capacity for the Company.  On April 23, 1997, the
Company  appointed  Conrad B. Nagel to assume the  position  of Chief  Financial
Officer  and  Treasurer.  He is a CPA  and  has  substantial  experience  in the
financial and accounting areas.

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

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

  

                                       15

<PAGE>
     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 March
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
----------------------------------------------

On April 24,  1997 the Company  issued  preferred  stock to certain  officers in
exchange for compensation.

         Roger K. Knight                     1,000 shares of Series C stock
         Silas A. Phillips                     500 shares of Series C stock

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.

                    On April 25, 1997,  the Company filed a Form 8-K  disclosing
                    that Robert M. Dolan  resigned as  President  of the Company
                    and that Roger K. Knight was elected as President  effective
                    March 18, 1997.

                                       16

<PAGE>

                                   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:   03/14/97                        By:   /s/  Roger K. Knight
                                            ------------------------------------
                                             Roger K. Knight, President



                                       17