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, 1996
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT
OF 1934
For the transition period from to
Commission File Number 0-14213
GLOBAL VENTURE FUNDING, INC.
(exact name of small business issuer as specified in its
charter)
Colorado 84-0990371
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2712 Echo Mesa Drive
Las Vegas, NV 89134
(Address of Principal Executive Offices)
(702) 233-6638
(Issuer's telephone number)
Check whether the issuer (1) filed all reports required to
be filed by Section 13 or 15(d) of the Exchange Act during
the past 12 months (or for such shorter period that the
issuer was required to file such report), and (2) has been
subject to such filing requirements for the past 90
days. Yes x No
State the number of shares outstanding of each of the issuer's
classes of common equity, as of the latest practicable date.
Class Outstanding at July 15, 1996
Common Stock $.0001 par value 2,782,513
GLOBAL VENTURE FUNDING, INC.
(Formerly Venture Funding Corporation)
CONSOLIDATED BALANCE SHEETS
As of June 30, 1996 and September 30, 1995
UNAUDITED
ASSETS
June 30, 1996 Sept 30, 1995
Unaudited Audited
CURRENT ASSETS
Cash $ 61,904 $ 367
Accounts receivable 22,679 150
Inventory 7,874 0
Investment in subsidiary 0 0
Prepaids & deposits 34,596 0
Other current assets 916 0
Total Current Assets 127,969 517
FIXED ASSETS
Fixed assets 23,980 1,158
Accumulated depreciation/amortization 1,163 723
Total Fixed Assets 22,817 435
OTHER ASSETS
Organization costs 50,625 50,625
Accumulated amortization 50,625 50,625
Net Organization Costs 0 0
Intangibles (See attached) 0 1,773,433
Goodwill (See attached) 550 0
Total Other Assets 550 1,773,433
TOTAL ASSETS $ 151,336 $ 1,774,385
See accompanying notes to these financial statements.
(Formerly Venture Funding Corporation)
CONSOLIDATED BALANCE SHEETS (Continued)
As of June 30, 1996 and September 30, 1995
UNAUDITED
LIABILITIES AND STOCKHOLDERS' EQUITY
June 30, 1996 Sept 30, 1995
Unaudited Audited
CURRENT LIABILITIES
Accounts payable $ 57,050 $ 32,444
Accrued expenses 6,754 0
Interest payable 818 0
Total Current Liabilities 64,622 32,444
LONG-TERM LIABILITIES
Notes payable 160,000 0
Total Long-Term Liabilities 160,000 0
Total Liabilities 224,622 32,444
STOCKHOLDERS' EQUITY
Common stock, shares authorized 150,000,000
par value $.0001, 2,782,513 and
1,582,513 were issued and outstanding
at par, respectively 278 158
Preferred stock, shares authorized 20,000,000:
Series II, $.10 par value, 500,000 shares
authorized; 500,000 shares issued and
outstanding; $500,000 liquidation
value 50,000 50,000
Series B, $.10 par value, 500,000 shares
authorized; 398,317 shares issued and
outstanding; $398,317 liquidation
value 39,832 39,817
Series C, $.10 par value, 50,000 shares
authorized; 5,500 and 12,000 shares were
issued and outstanding, respectively;
$1,650,000 liquidation value 550 1,200
Series D, $.10 par value, 50,000 shares
authorized; 500 shares issued and
outstanding; $-0- liquidation value 50 50
Additional paid-in capital 450,710 2,223,078
Retained earnings (614,706) (572,362)
Total Stockholders' Equity (73,286) 1,741,941
TOTAL LIABILITIES &
STOCKHOLDERS' EQUITY $ 151,336 $ 1,774,385
See accompanying notes to these financial statements.
GLOBAL VENTURE FUNDING, INC.
(Formerly Venture Funding Corporation)
CONSOLIDATED STATEMENT OF OPERATIONS
For the Third Quarter Ended June 30, 1996 and 1995
UNAUDITED
For the Nine For the Three
Months Ended June 30, Months Ended June 30,
1996 1995 1996 1995
Unaudited Unaudited Unaudited Unaudited
REVENUE:
Sales $ 142,643 $ 0 $ 0 $ 0
Other income 0 1,146 0 0
TOTAL REVENUE 142,643 1,146 0 0
COST OF GOODS SOLD: 36,315 7,405 0 0
GROSS PROFIT: 106,328 (6,259) 0 0
OPERATING EXPENSES:
Salaries and wages 72,740 0 0 0
Professional fees 18,930 0 0 0
General and administrative 30,731 3,850 404 952
Rents and leases 11,297 0 0 0
Licenses and filing fees 8,212 0 0 0
Taxes 5,168 0 0 0
Depreciation 440 0 0 0
Interest 818 3,018 0 1,006
Other 337 0 0 0
TOTAL OPERATING EXPENSES 148,672 6,868 404 1,958
NET (LOSS) FROM OPERATIONS: $ (42,344) $(13,127) $ (404) $ (1,958)
(LOSS) PER SHARE:
(Loss) per common share $ (0.02) $ (0.01) $ (0.00) $ (0.00)
WEIGHTED AVERAGE NUMBER OF
SHARES OUTSTANDING 2,236,208 1,581,263 2,781,263 1,581,263
See accompanying notes to these financial statements.
GLOBAL VENTURE FUNDING, INC.
(Formerly Venture Funding Corporation)
CONSOLIDATED STATEMENT OF CASH FLOWS
For the Third Quarter Ended June 30, 1996 and 1995
(UNAUDITED)
For the Nine
Months Ended June 30,
1996 1995
CASH FLOW FROM
OPERATING ACTIVITIES:
Net (loss) $ (42,344) $ (13,127)
Depreciation 440 174
(Loss) on equipment disposition
Adjustments to reconcile net (loss) to
net cash (used) by operating activities:
(Increase) decrease in:
Inventory (7,874) 7,405
Accounts receivable & notes receivable (22,529) 0
Prepaids, deposits, other assets
& miscellaneous (35,512) 0
Intangibles/other assets 1,772,883 (573,433)
Increase (decrease) in:
Accounts payable 24,606 5,807
Accrued expenses/interest payable 7,572 0
Total adjustments 1,739,146 (560,221)
Net cash provided (used) by operating
activities 1,697,242 (573,174)
CASH FLOW FROM INVESTMENT ACTIVITIES:
Purchase/sale of property and equipment
and other assets (22,822) 0
Net cash (used) by investment activities (22,822) 0
CASH FLOW FROM FINANCING ACTIVITIES:
Net proceeds from current and long term debt 160,000 0
Proceeds from the sale of stock & adjustment
to additional paid-in capital (1,772,883) 573,433
Net change in minority interests and
other assets 0 0
Net cash provided (used) by financing
activities (1,612,883) 573,433
INCREASE (DECREASE) IN CASH 61,537 259
CASH AT BEGINNING OF YEAR 367 159
CASH AT END OF YEAR $ 61,904 $ 418
See accompanyings notes to these financial statements.
GLOBAL VENTURE FUNDING, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
June 30, 1996
1. Basis of Presentation: The accompanying condensed financial
statements have been prepared in accordance with generally
accepted accounting principles for interim financial information
and based upon instructions to Form 10-QSB and Regulation SX. In
the opinion of management, all adjustments considered necessary
for a fair presentation have been included.
2. Acquisition of AllCell Communications, Inc.: On May 7, 1996,
the company entered into an Acquisition Agreement Stock for Stock
exchange with AllCell Communications, Inc. (ACI). all the stock
of ACI was exchanged for 5,500 shares of Series C Preferred
Convertible stock. The Series C Preferred Shares are convertible
at the rate of 100 shares of Common Stock for each share of
Preferred. The Company valued, for purposes of the acquisition,
the common shares at $3.00 thereby giving a value of the shares
issued to ACI of $1,650,000.
Because ACI is a start up company and has a limited operating
history, management has elected to reserve the goodwill at 100%
and carry the acquisition at a cost of $550. Management will, at
such time as operations of ACI justify the $1,650,000 asset, add
it to the Company's balance sheet.
3. Related Party Transaction: Roger K. Knight, President of the
Company, has loaned the company $160,000 since May 1996. Said
loans are being used for financing ACI operations. The interest
on these long-term notes will accrue at the rate of 10% per annum.
4. Restatement of Intangible Asset(s)/Goodwill: The Company
applied for quotation on the OTC Bulletin Board. Because the NASD
compliance department and management disagreed on the accounting
treatment of $1,773,433 of intangibles/goodwill, the Company
determined that the intangible assets were based on the future
utilization of the intellectual property/goodwill of the food
business and that the Company would now reserve this amount until
such time as they reenter and develop the food business.
The Company acquired AllCell Communications in May 1996, as
described more fully in Note 1. Because ACI is a start up company
and has a limited operating history, management has elected to
reserve the goodwill at 100% and carry the acquisition at a cost
of $550. Management will, at such time as operations of ACI
justify the $1,650,000 asset, will add it to the Company's
balance sheet.
GLOBAL VENTURE FUNDING, INC.
(Formerly Venture Funding Corporation)
CONSOLIDATING BALANCE SHEETS
As of June 30, 1996
UNAUDITED
ASSETS
GVF ALLCELL AJE'S CONSOL.
June 30, June 30, June 30, June 30,
1996 1996 1996 1996
Unaudited Unaudited Unaudited Unaudited
CURRENT ASSETS
Cash $ 37,037 $ 24,867 $ 0 $ 61,904
Accounts receivable 0 22,679 0 22,679
Inventory 0 7,874 0 7,874
Investment in subsidiary 114,800 0 (114,800) 0
Prepaids & deposits 150 34,446 0 34,596
Other current assets 0 916 0 916
Total Current Assets 151,987 90,782 (114,800) 127,969
FIXED ASSETS
Fixed assets 1,158 22,822 0 23,980
Accumulated depreciation
/amortization 897 266 0 1,163
Total Fixed Assets 261 22,556 0 22,817
OTHER ASSETS
Organization costs 50,625 0 0 50,625
Accumulated amortization 50,625 0 0 50,625
Net Organization Costs 0 0 0 0
Intangibles (See attached) 0 0 0 0
Goodwill (See attached) 1,650,000 0 (1,649,450) 550
Total Other Assets 1,650,000 0 (1,649,450) 550
TOTAL ASSETS $ 1,802,248 $113,338 $(1,764,250) $ 151,336
GVF - Global Venture Funding, Inc.
ALLCELL - AllCell Communications, Inc.
AJE'S - Adjusting Journal Entries/Intercompany Eliminations
CONSOL. - Consolidated Financial Statement(s) after AJE'S
See accompanying notes to these financial statements.
GLOBAL VENTURE FUNDING, INC.
(Formerly Venture Funding Corporation)
CONSOLIDATING BALANCE SHEETS (Continued)
As of June 30, 1996
UNAUDITED
LIABILITIES AND STOCKHOLDERS' EQUITY
GVF ALLCELL AJE'S CONSOL.
June 30, June 30, June 30, June 30,
1996 1996 1996 1996
Unaudited Unaudited Unaudited Unaudited
CURRENT LIABILITIES
Accounts payable $ 51,490 $ 5,560 $ 0 $ 57,050
Accrued expenses 0 6,754 0 6,754
Interest payable 818 0 0 818
Total Current Liabilities 52,308 12,314 0 64,622
LONG-TERM LIABILITIES
Notes payable 160,000 0 0 160,000
Total Long-Term Liabilities 160,000 0 0 160,000
Total Liabilities 212,308 12,314 0 224,622
STOCKHOLDERS' EQUITY
Common stock, shares authorized
150,000,000 par value $.0001,
2,782,513 were issued and
outstanding at par, respectively 278 0 0 278
Preferred stock, shares authorized
20,000,000:
Series II, $.10 par value, 500,000
shares authorized; 500,000 shares
issued and outstanding; $500,000
liquidation value 50,000 0 0 50,000
Series B, $.10 par value, 500,000
shares authorized; 398,317 shares
issued and outstanding; $398,317
liquidation value 39,832 0 0 39,832
Series C, $.10 par value, 50,000
shares authorized; 5,500 shares issued
and outstanding; $1,650,000
liquidation value 550 0 0 550
Series D, $.10 par value, 50,000
shares authorized; 500 shares issued
and outstanding; $-0- liquidation
value 50 0 0 50
Additional paid-in capital 2,100,160 114,800 (1,764,250) 450,710
Retained earnings (600,930) (13,776) 0 (614,706)
Total Stockholders' Equity 1,589,940 101,024 (1,764,250) (73,286)
TOTAL LIABILITIES & STOCKHOLDERS'
EQUITY $ 1,802,248 $113,338 $(1,764,250) $151,336
GVF - Global Venture Funding, Inc.
ALLCELL - AllCell Communications, Inc.
AJE'S - Adjusting Journal Entries/Intercompany Eliminations
CONSOL. - Consolidated Financial Statement(s) after AJE'S
See accompanying notes to these financial statements.
GLOBAL VENTURE FUNDING, INC.
(Formerly Venture Funding Corporation)
CONSOLIDATING STATEMENT OF OPERATIONS
For the Nine Month Period June 30, 1996
UNAUDITED
GVF ALLCELL AJE'S CONSOL.
June 30, June 30, June 30, June 30,
1996 1996 1996 1996
Unaudited Unaudited Unaudited Unaudited
REVENUE:
Sales $ 0 $ 142,643 $ 0 $ 142,643
TOTAL REVENUE 0 142,643 0 142,643
COST OF GOODS SOLD: 0 36,315 0 36,315
GROSS PROFIT: 0 106,328 0 106,328
OPERATING EXPENSES:
Salaries and wages 0 72,740 0 72,740
Professional fees 18,930 0 0 18,930
General and administrative 521 30,210 0 30,731
Rents and leases 0 11,297 0 11,297
Licenses and filing fees 8,125 87 0 8,212
Taxes 0 5,168 0 5,168
Depreciation 174 266 0 440
Interest 818 0 0 818
Other 0 337 0 337
TOTAL OPERATING EXPENSES 28,568 120,104 0 148,672
NET (LOSS) FROM OPERATIONS $ (28,568) $ (13,776) $ 0 $ (42,344)
GVF - Global Venture Funding, Inc.
ALLCELL - AllCell Communications, Inc.
AJE'S - Adjusting Journal Entries/Intercompany Eliminations
CONSOL. - Consolidated Financial Statement(s) after AJE'S
See accompanying notes to these financial statements.
GLOBAL VENTURE FUNDING, INC.
NOTES TO UNAUDITED CONSOLIDATING FINACIAL STATEMENTS
June 30, 1996
1. Basis of Presentation: The accompanying condensed
financial statements have been prepared in accordance with
generally accepted accounting principles for interim financial
information and based upon instructions to Form 10-QSB and
Regulation SX. In the opinion of management, all adjustments
considered necessary for a fair presentation have been included.
2. Acquisition of AllCell Communications, Inc.: On May 7,
1996, the company entered into an Acquisition Agreement Stock for
Stock exchange with AllCell Communications, Inc. (ACI). all the
stock of ACI was exchanged for 5,500 shares of Series C
Preferred Convertible stock. The Series C Preferred Shares are
convertible at the rate of 100 shares of Common Stock for
each share of Preferred. The Company valued, for purposes of
the acquisition, the common shares at $3.00 thereby giving a value
of the shares issued to ACI of $1,650,000.
Because ACI is a start up company and has a limited
operating history, management has elected to reserve the goodwill
at 100% and carry the acquisition at a cost of $550. Management
will, at such time as operations of ACI justify the $1,650,000
asset, add it to the Company's balance sheet.
3. Related Party Transaction: Roger K. Knight, President
of the Company, has loaned the company $160,000 since May 1996.
Said loans are being used for financing ACI operations. The
interest on these long-term notes will accrue at the rate of
10% per annum.
4. Restatement of Intangible Asset(s)/Goodwill: The Company
applied for quotation on the OTC Bulletin Board. Because the NASD
compliance department and management disagreed on the accounting
treatment of $1,773,433 of intangibles/goodwill, the Company
determined that the intangible assets were based on the future
utilization of the intellectual property/goodwill of the food
business and that the Company would now reserve this amount
until such time as they reenter and develop the food business.
The Company acquired AllCell Communications in May 1996, as
described more fully in Note 1. Because ACI is a start up company
and has a limited operating history, management has elected to
reserve the goodwill at 100% and carry the acquisition at a cost
of $550. Management will, at such time as operations of ACI
justify the $1,650,000 asset, will add it to the Company's
balance sheet.
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: July 15, 1996 By: /s/ Roger K. Knight
President
