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 June 30, 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.)
 
                6965 El Camino Real, #105-279, Carlsbad, CA 92009
                  --------------------------------------------
                    (Address of principal executive offices)

                    Issuer's telephone number (760) 436-5485
                                  --------------

Check  whether the issuer (1) filed all reports  required to be
filed by Section 13 or 15(d) of the  Exchange  Act during the
past 12 months (or for such shorter period  that the  issuer was 
required  to file such  report),  and (2) has been subject to
such filing requirements for the past 90 days.   Yes  x     No    
                                                 ---       ---

State the number of shares  outstanding of each of the issuers
classes of common equity, as of the latest practicable date.

          Class                  Outstanding at August 14, 1997
-----------------------------      --------------------------
Common Stock $.0001 par value              11,182,273
=================================================================
                          PART I - Item 1

                       GLOBAL VENTURE FUNDING, INC.
                               BALANCE SHEETS
<TABLE>
<CAPTION>
<C>                                 <C>           <C>
                                    June 30,       September 30,
                                      1997             1996
     ASSETS                       (Unaudited)       (Audited)
Current assets:
  Cash                              $   1,373      $  49,800
  Prepaid expenses                     22,041         26,600
                                    ---------       ---------
     Total current assets              23,414         76,400

Investment in and advances to
 unconsolidated subsidiary                --             --
Licensing rights                                       1,000
Leasehold improvements and equipment   18,107            --
Other assets - deposits                  (302)           --
                                    ---------       ---------
     Total assets                   $  44,719       $  77,400
                                    =========        =========

  LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Notes payable                     $  62,508       $  11,300
  Current portion of long-term 
   debt - related parties                 --              --
  Accounts payable and accrued
   liabilities                        107,994          47,800
  Stock subscriptions payable             --              --      
                                    ---------        ---------
     Total current liabilities        170,052          59,100

Long-term debt, related parties       263,360          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
  453,574 and 475,000 shares 
  (aggregate liquidation preference
  of $453,574 and $ 475,000)            45,357          47,500
  Series B; authorized 500,000 
  shares; issued and outstanding
  384,475 and 397,000 (aggregate 
  liquidation preference of 
  $384,475 and $397,000)                38,448          39,800
  Series C; authorized 50,000 
  shares; issued and outstanding
  5,300 and 1,050 shares (aggregate 
  liquidation preference of $530,000 
  and $105,000)                            530             100
  Series D; authorized 50,000 shares;
  issued and outstanding 20,250 and 
  10,500 shares (no liquidation 
  preference)                            2,025           1,100
  Common stock $0001 par value; 
  authorized 150,000,000 shares;
  issued and outstanding 4,173,898 
  and 3,282,513                            417             300
  Additional paid-in capital           858,834         569,400
  Stock options                            --           30,000
  Accumulated deficit               (1,334,304)       (968,600)
                                     ---------       ---------

Total stockholders' deficit           (388,693)       (280,400)
                                     ---------       ---------

Total liabilities and 
stockholders' deficit                $  44,719       $  77,400
                                     =========       =========
                                                    2


<TABLE/>


</TABLE>
<TABLE>
<CAPTION>
<C>

                             GLOBAL VENTURE FUNDING, INC.
                              STATEMENTS OF OPERATIONS

<C>                        <C>                <C>
                           For the Six        For the Three
                      Months Ended June 30  Months Ended June 30  
                      --------------------  ---------------------
                      1997         1996     1997          1996
                      ----         ----     ----          ----
Revenues              $  1,385   $ 142,643  $  1,385    $   --
Cost of revenues      $  3,000   $  36,315  $   3,000   $   --
                      ---------  ---------  ---------   ---------
Gross profit          $ (1,615)  $ 106,328  $ (1,615)   $   --
                      --------   ---------  --------    ---------
Selling, general,
and administrative 
expenses                337,857    147,414     107,016       404
                       --------   --------   ---------  --------
Loss from operations   (339,472)   (41,086)   (108,631)     (404)
Other expenses:
 Interest expense, 
related parties          25,906        818         818        --
 Interest expense
  Depreciation              302        440         440        -- 
                        -------    -------    --------   -------
Net loss from continuing 
operations before 
 taxes                 (365,680)   (42,344)   (109,889)    (404)
Provision for income 
 taxes                      --         --          --        --
Net loss from 
continuing operations   (365,680)   (42,344)   (109,889)   (404)
Discontinued operations      --         --          --       --
                         -------    -------    --------  --------
Net loss before 
extraordinary item      (365,680)   (42,344)   (109,889)    (404)
Extraordinary item           --         --          --        --
                        --------    -------    --------   ------
Net loss             $  (365,680)   (42,344)   (109,889)   (404)
                     ===========    =======    ========  =======
Net loss per common share
  Net loss           $     (0.09)     (0.02)      (0.03)     Nil

Weighted average common 
shares outstanding     3,909,645   2,241,842  3,909,645 2,241,842
<TABLE/>
                                          3

                          GLOBAL VENTURE FUNDING, INC.
                           STATEMENTS OF CASH FLOWS

</TABLE>
<TABLE>
<CAPTION>
<C>                  <C>                     <C>
                        For the Six              For the Three
                     Months Ended June 30    Months Ended June 30
                     --------------------    --------------------
                      1997        1996        1997         1996
                      ----        ----        ----         ----
CASH FLOWS FROM
OPERATING ACTIVITIES
 Net loss           $(365,680)  $(42,344)   $(109,889)   $  (404)
 Depreciation             302        440          302         --
 Adjustments to 
reconcile net (loss) 
to net cash (used) 
by operating activities:
 (Increase) decrease in:
  Inventory          (7,874)
  Stock options 
   exercised         30,000
  Accounts receivable 
   & notes receivable(22,529)
  Prepaids, deposits, 
   other assets        1,059     (35,512)        130
  Intangible assets
 Increase (decrease) in:
  Accounts payable    62,996      24,606      32,712
  Accrued expenses     6,492       7,572       8,059
  Common stock 
   subscriptions payable --          --
                       -------    -------    -------       -----
Net cash (used) by 
operating activities  (264,831)   (75,641)   (68,686)       (404)

Cash flows from financing activities:
 Issuance of common 
  stock in exchange 
  for services          25,390       
 Issuance of preferred 
  stock in exchange 
  for services           1,801       
 Proceeds from issuance 
  of common stock net of 
  placement fees        76,620
 Proceeds from issuance 
  of long-term debt     50,758     160,000     56,944
 Repayments of long-
  term debt             86,098     (85,009)
 Repayments of notes 
  payable               (6,156)    (63,123)
                       -------     -------    -------     ------
Net cash provided 
 by financing 
 activities             234,511    160,000    78,830         --

Cash flows from investing activities
 Purchase of 
 leasehold improvements 
 and equipment          (18,107)   (22,822)  (18,107) 
INCREASE (DECREASE) 
 IN CASH                (48,427)    61,537    (7,963)      (404)
CASH AT BEGINNING 
 OF PERIOD               49,800        367     9,336     62,308
                      ---------    --------   ------    --------
CASH AT END OF PERIOD $   1,373   $ 61,904   $ 1,373   $ 61,904
                      =========   =========  =======   ========

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/>


                          GLOBAL VENTURE FUNDING, INC.
                          NOTES TO FINANCIAL STATEMENTS
                FOR THE QUARTERS ENDED JUNE 30, 1997 AND 1996

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 Houston store subsequently opened on July
1, 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 $ 109,889 and
$404 for the quarters ended June 30, 1997 and 1996, respectively, 
and has a stockholders' deficit of $388,693 as of June 30, 1997.
The Company received proceeds of $45,00 from a private placement 
during the quarter ended June 30, 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.

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.

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.  The Board of
Doirectors 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.

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.

On April 28, 1997, the Company granted Pat Stephenson an option
to purchase 100,000 common shares at $1.00 per the Incentive
Stock Option Plan of Global.  The option may be exercised after
4/28/98 and continues for five Years.

On July 18, 1997, the Board of Directors granted Robert C. Brehm
an option to purchase 2,500,000 shares of restricted common stock
at an option price of $.05 per share or an aggregate price for
all shares of $125,000 for a period of five years.

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.

Notes payable to related party:

Notes payable to related party consisted of various notes payable 
to a Director of the Company, and a corporation under the control
of that Director. 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 June 30, 
1997, amounts due these firms totaled $31,261.

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 June 30, 1997.

                                 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.

On July 18, 1997, Robert C. Brehm became President and Treasurer
and subsequently was elected Chairman of the Board of Directors. 
He moved the company's administrative offices from Las Vegas to
6965 El Camino Real, Suite 105-279, Carlsbad, CA  92009.  The new
phone number is 760-436-5485.  Mr. Brehm intends to reorganize
and restructure the company so as to include Energy,
Communications and Internet components.

Results of Operations
----------------------

Quarter Ended June 30, 1997 compared to the Quarter Ended June
30, 1996.

During the quarter ended June 30, 1997, the Company had sales of
$1,385 and it continued laying the ground work for the opening of
its first retail store in Houston, Texas in July 1997.

Selling, general and administrative expenses for the second
quarter were $107,016. Selling, general and administrative
expenses 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.  

Interest expense for related parties was $818 during the third
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. 

Depreciation for the quarter totaled $440.

Primarily, as a result of the above mentioned expenses, Net
Losses from Operations increased $109,889 in the quarter ended
June 30, 1997.  This compares to a net loss of $404 for the
quarter ended June 30, 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 June 30, 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 June 30, 1997 and 1996
respectively, and has a stockholder's deficit of $399,405 as of
June 30, 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 $1,373 and $61,904 at June 30, 1997
and 1996 respectively.  During the quarter ending June 30, 1997,
net cash used by operating activities totaled $68,686, which
includes payments for accounting, legal fees and professional
services.

Net Working Capital (Current Assets less Current Liabilities) 
was ($146,638) as of June 30, 1997.  As of June 30, 1996,  
net working capital was $63,347.

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 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 June 30, 1997, 3,876 shares of Series II
preferred stock and 4,825 shares of Series B preferred stock were
converted into 62,885 shares of common stock.  

On July 18, 1997, the Company issued options to purchase
2,500,000 restricted common shares to Robert C. Brehm. The option 
agreement  provides for an exercise price of $.05 per share
commencing September 1, 1997 and continuing for five years.

In August 1997, certain stockholders exercised their preferred
stock conversion rights and the Company issued 2,000,000 shares
of common stock in exchange for the cancellation of 20,000 shares
of Series D preferred stock.

To date the Company has financed its operations principally
through borrowings and private placements of equity securities
and debt.  During the third quarter of 1997, the Company raised
$45,000 in a private placement for which stock was issued for
45,000 shares.  The stock was sold at $1.00 per share.  Net 
proceeds to the company after placement fee's was $39,600.  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 Texas and elsewhere to the 
point of commercial viability.  The Company has closed out the
Reg. D, 506 offering as of June 30, 1997 and plans to make an
additional offering after the reverse stock split takes affect on
August 20, 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.

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 $410,000  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 June 30, 1997, the Company had 3 full-time employees.  By
December 31, 1997, the Company expects to significantly increase
the number of employees, principally in retail operations, sales
and marketing and through acquired operating subsidiaries. The
Company's employees are not represented by a labor union and the
Company believes its employee relations are good.

On 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

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

On July 21, 1997, The Board of Directors voted to reverse split
all classes of stock on a one for twenty basis with an effective
date of August 20, 1997.  As a result of the reverse split, the
Company will reacquire shares of common stock and all classes of
preferred stock.  Such shares shall be cancelled and restored to
the status of authorized but unissued shares.  Each class will
have 1/20 of the shares outstanding prior to the split.

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 July 18, 1997 The Board of Directors elected Robert C. Brehm
as President and Treasurer of Global with the task of turning the
company around from its then current situation.  At the time of
his election, Global had a poor financial outlook including a
negative net worth, significant accounts payable, long term debt,
few current assets and a stock bid price of $0.047 per share as 
quoted on the Over The Counter Bulletin Board.  The company was
considering bankruptcy alternatives.  Mr. Brehm had been
associated with the Company previously as Treasurer, Director and
a management consultant.  He was responsible for getting the
company trading on the Over The Counter Bulletin Board in 1996. 
The Board of Directors, after careful consideration of several
alternative turn around offers, and after a review of Mr. Brehm's 
background which includes two engineering degrees, a Master's in
Business Administration and significant business experience
decided that hiring him as president was the best alternative for
a successful company turn around.  Mr. Brehm had been working
with Mr. Knight and many of the investors on an informal basis
since his consulting contract expired in May 1997.  Since he 
had not been compensated for his time and the Board wanted to
hire him as President, the Board voted to hire Mr. Brehm and
compensate him for past services by issuing five million shares
of restricted common stock valued at $.01 per share.  As an
additional incentive for Mr. Brehm, Global granted Mr. Brehm an
option to purchase 2,500,000 shares of restricted common stock at
an option price of $.05 per share or an aggregate price for all
shares of $125,000 for a period of five years.  

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.

            On August 15, 1997, the Company filed form 8-K,
disclosing that Roger K. Knight resigned as President of the
Company and that Robert C. Brehm was elected President, Treasurer 
and Chairman of the Board. Effective July 18, 1997.         


                                   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:   08/15/97                  By:   /s/  Robert C. Brehm      
                             ------------------------------------
                                      Robert C. Brehm, President

                                   

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