FORM 8K/A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934
Date of Initial Report: September 16, 1996
Date of Amended Report: October 15, 1996
GLOBAL VENTURE FUNDING, INC.
(Exact Name of Registrant as Specified in its Charter)
Colorado 0-14213 84-0990371
(State or Other Juris (Commission File Number) (IRS Employer
diction of Incorporation) Identification No.)
2712 Echo Mesa Drive
Las Vegas, Nevada 89134
(Address of Principal Executive Offices)
Registrant's telephone number, including area code:(702)233-6638
Former name or former address, if changed since last report: N/A
<PAGE>
Item 1. Changes in Control of Registrant.
Not applicable.
Item 2. Acquisition or Disposition of Assets.
Not applicable.
Item 3. Bankruptcy or Receivership.
Not applicable.
Item 4. Changes in Registrant's Certifying Accountants.
On August 30, 1996 the Registrant received a letter
of resignation from the accounting firm of Gilbert
& Company, of San Francisco, California. The
Registrant has engaged the accounting firm of
Bradshaw, Smith & Co., Las Vegas, Nevada.
The previous accountants report for fiscal year
ended September 30, 1994 and 1995 contained an
adverse opinion regarding the Registrant's ability
to continue as a going concern, however, as of this
date, the Registrant is unable to determine if there
were any disagreements with the accountant on any matter
of accounting principles or practices, financial
statement disclosure in connection with either
of the reports from the past two years.
The previous accountant believes that withdrawal/
resignation was necessary because there were post-audit
accounting fees unpaid at the time he dual dated the
audit report for filing an Amended Form 10-KSB on
May 10, 1996 thereby placing the firm in a position
whereby there could be the possibility that the firm
was not independent. The Registrant does not agree
with the accountant that there was any issue of
independence.
The Registrant files herewith two letters from the
previous accountant stating whether it agrees with
the statements made by the Registrant and, if not,
stating the respects in which it does not agree.
Item 5. Other Events.
Not applicable.
Item 6. Resignation of Registrant's Directors.
Not applicable.
Item 7. Financial Statements. Pro Forma Financial
Information and Exhibits.
Two Letters to the Securities and Exchange Commission
from the previous accountant regarding their agreement
or disagreement with the statements made herein with
regard to the change of accountants is attached.
Item 8. Change in Fiscal Year.
Not applicable.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
GLOBAL VENTURE FUNDING, INC.
Date: Oct. 15, 1996 By: /s/ Roger K. Knight
Roger K. Knight
President
Gilbert & Company
Certified Public Accountant
September 18, 1996
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
RE: Global Venture Funding, Inc.-File Number 0-14213
To Whom It May Concern:
This is our interim letter pursuant to regulation S-K Item 304(a)(3).
This firm has read the statements made by Global Venture Funding, Inc.
(copy attached), which this firm understands has been filed with the
Commission, pursuant to Item 4 of Form 8-K, as part of the Company's
Form 8-K report for the month of September, 1996. While this firm has
not completed its review of the statements concerning this firm as
contained in such Form 8-K, preliminarily this firm does not fully
concur with such statements as they relate to the reason(s) for the
resignation of this firm as the Certified Public Accountanting firm
for Global Venture Funding, Inc., and its subsidiary.
A more detailed letter will be forthcoming shortly.
Sincerely,
/s/ Michael M. Gilbert
Michael M. Gilbert
Gilbert & Company
Enclosure
1 Maritime Plaza, Suite 1300, San Francisco, CA 94111
(415) 576-1300 Fax (415) 491-4141
Exhibit 1
GILBERT & COMPANY
Certified Public Accountant
October 11, 1996
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
RE: Global Venture Funding, Inc.-File Number 0-14213
To Whom It May Concern:
This is our additional detailed letter as was stated would be forthcoming
in our September 18, 1996, letter to the Securities and Exchange Commission
pursuant to Regulation S-K Item 304(a)(3).
This firm has read the statements made by Global Venture Funding, Inc.
in their 8-K filed for the month of September 1996, which this firm
understands has been filed with the Commission, pursuant to Item 4 of
such 8-K (copy attached as Exhibit A). This firm has not received any
amended 8-K filings related to this firms withdrawal/resignation. Our
previous letter stated that this firm preliminarily did not fully
concur with the statements contained in the aforementioned 8-K filing
as they related to the reasons for the withdrawal/resignation of this
firm as the Certified Public Accounting firm for Global Venture
Funding, Inc., and its subsidiary.
Prior to this firms withdrawal/resignation, this firm had issued a
qualified going concern (emphasis of a matter) opinion.
The principal underlying reason necessitating the withdrawal/
resignation of this firm was due to independence issues. The issue of
independence, beyond a fee's issue as it related to dual dating of
the audit report, was the fact that the registrant was placing this
firm in a contingency position which is in direct conflict with
rules and regulations established by the American Institute of
Certified Public Accountants (ET Section 302 of the AICPA Professional
Standards).
This firm has no choice but to withdraw/resign based upon the positions
of the registrant.
Sincerely,
/s/ Michael M. Gilbert
Michael M. Gilbert
Gilbert & Company
Enclosure
1 Maritime Plaza, Suite 1300, San Francisco, CA 94111
(415) 576-1300 Fax (415) 491-4141
