UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB/A
(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
PART I - FINANIAL INFORMATION
Item 1. Financial Statements
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
Total Other Assets 550 0
TOTAL ASSETS $ 151,336 $ 952
See accompanying notes to these financial statements.
F-1
GLOBAL VENTURE FUNDING, INC.
(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 39,817 39,817
Series C, $.10 par value, 50,000 shares
authorized; 5,50 and 12,000 shares were
issued and outstanding, respectively;
$550,000 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 450,725 449,645
Retained earnings (614,706) (572,362)
Total Stockholders' Equity (73,286) (31,492)
TOTAL LIABILITIES &
STOCKHOLDERS' EQUITY $ 151,336 $ 952
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 2,241,842 1,581,263 2,782,513 1,581,263
See accompanying notes to these financial statements.
F-3
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 0 (573,433)
Increase (decrease) in:
Accounts payable 24,606 5,807
Accrued expenses/interest payable 7,572 0
Total adjustments (33,737) (560,221)
Net cash provided (used) by operating
activities (75,641) (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 0 573,433
Net change in minority interests and
other assets 0 0
Net cash provided (used) by financing
activities 160,000 573,433
INCREASE (DECREASE) IN CASH 61,537 259
CASH AT BEGINNING OF YEAR 367 159
CASH AT END OF YEAR $ 61,904 $ 418
See accompanying notes to these financial statements.
F-4
GLOBAL VENTURE FUNDING, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
June 30, 1996
1. Basis of Presentation: The accompanying condensed financial
statements are unaudited, however, in the opinion of management
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. For further information, refer to
the financial statements and notes inlcuded in the Company's Annual
Report on Form 10-KSB/A for the year ended September 30, 1995.
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.
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. On May 29, 1996, the Company entered into an exclusive licensing
agreement with Cellular 99, Inc. a Nevada corporation for the purpose
of renting cellular phones within the State of Illinois. The
Company expects to secure additional licenses for other states.
The cellular phone would be supplied by Cellular 99 and it is
estimated that they would rent for 99 cents per day. The Company
is in the process of determining its capital requirements to
launch this venture.
F-5
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
Goodwill 550 0 0 550
Total Other Assets 550 0 0 550
TOTAL ASSETS $ 152,798 $113,338 $ (114,800) $ 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.
F-6
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 39,817 0 0 39,817
Series C, $.10 par value, 50,000
shares authorized; 5,500 shares issued
and outstanding; $1,200,000
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 450,725 114,800 0 450,725
Retained earnings (600,930) (13,776) 0 (614,706)
Total Stockholders' Equity (73,286) 101,024 0 (73,286)
TOTAL LIABILITIES & STOCKHOLDERS'
EQUITY $ 152,798 $113,338 $(114,800) $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.
F-7
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.
F-8
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.
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. On May 29, 1996, the Company entered into an exclusive
licensing agreement with Cellular 99, Inc., a Nevada corporation
for the purpose of renting cellular phones within the State of
Illinois. The Company expects to secure additional licenses for
other states. The cellular phone would be supplied by Cellular
99 and it is estimated that they would rent for 99 cents per
day. The Company is in the process of determining its capital
requirements to launch this venture.
F-9
Item 2. - Management's Discussion and Analysis or Plan of Operation
The Company recorded net losses of $404 and $42,344 for the
respective three and nine months periods ended June 30, 1996, as
compared to net losses of $1,958, and $3,127, for the respective
three and nine months ended June 30, 1995. During the current three
and nine month periods, the Company, through its wholly owned
subsidiary ACI incurred significant start-up costs, in the form
of inventory, equipment, personnel, advetising and other related
overhead and operating costs, in connection with its new focus
on the cellular telephone leasing and cellular airtime business.
Gross profit for the nine months ended June 30, 1996 increased by
$112,578 to $106,328, the increase in sales revenues was
attributable to the acquisition of ACI.
General and administrative expenses for the three months ended
June 30, 1996 decreased by $548 from June 30, 1995 to $404, the
decrease as attributable to the Company's suspended operations.
General and administrative expenses for the nine months ended
June 30, 1996 increased by $26,881 from June 30, 1995 to
$30,031 the increase was attributable to the start up costs
of ACI.
Interest expense for the three and nine months ended June 30, 1996
was $-0- and $818 respectively, compared to $1,006 and $7,018,
respectively for the comparable 1995 periods due to debt being
converted to equity.
Liquidity and Capital Resources
Net working capital at June 30, 1996 was $63,347 as compared to
$(278,965) of net working capital at June 30, 1995.
Operating activities used $75,641 of cash during the nine months
ended June 30, 1996, principally as a result of the Company's net
loss, and increase in start up costs and expenses.
Investing activities used $22,822 of cash during the nine months
ended June 30, 1996, principally due to the Company's expenditures
in connection with its acquisition of ACI, as more fully described
in Notes to Financial Statements contained herein.
Financing activities provided $160,000 of cash during the nine months
ended June 30, 1996, attributable to loans made to the Global Venture
Funding, Inc. by its President.
The Company has financed its growth and the growth of its subsidiary
as more fully described in Notes to Financial Statements contained
herein.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
None
Item 2. Changes In Securities
None
Item 3. Defaults Upon Senior Securities
None
Item 4. Submission Of Matter To A Vote Of Security Holders
None
Item 5. Other Information
None
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
None
(b) Reports On Form 8-K
The Company filed a Form 8-K Current Report, dated July 15, 1996,
which stated that on May 7, 1996, the Company entered into a Stock
for Stock Acquisition Agreement with AllCell Communications, Inc.,
(ACI) a Georgia corporation, located in Jonesboro, Georgia. ACI
provides cellular telephones, pagers, and cellular telephone services
including airtime, in the Atlanta, Georgia area. ACI sells pre-paid
airtime to customers. The Report also stated that the Company entered
into a ten year Exclusive License Agreement with Cellular 99, Inc.,
for the purpose of selling cellular telephones in the State of
Illinois. The Report also stated that it changed accountants in
April 1996 for the fiscal years ended September 30, 1994 and 1995.
The Company filed unaudited consolidated financial statements on
the Form 8-K and intends to file an Amended Form 8-K concurrently with
this filing to include information regarding a change in accountants
effective April 1996 for the fiscal years ended September 30, 1994
and 1995.
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: August 22, 1996 BY: /s/ Roger K. Knight
President