GVC VENTURE CORP /DE/
10-Q, 2000-11-03
NON-OPERATING ESTABLISHMENTS
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 10-Q


(X)      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934.

For the Quarter ended September 30, 2000.

( )      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934.

For the transition period from ____________________ to _____________________

Commission File No. 0-15862

                           GVC VENTURE CORP.
--------------------------------------------------------------------
                  (Exact name of registrant as specified in its charter)

         Delaware                                        13-3018466
--------------------------------                    --------------------
(State or other jurisdiction of                       (I.R.S. Employer
incorporation or organization)                       Identification No.)

425 East 58th Street, Suite 31C, New York, NY               10022
-------------------------------------------          --------------------
(Address of principal executive offices)                  (Zip Code)

Registrant's telephone number including area code: 212-753-1812

         Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934 during  preceding 12 months (or for such shorter period that the registrant
was  required  to file such  reports),  and (2) has been  subject to such filing
requirements for the past 90 days.

                           Yes     X                          No
                           ----------                         ----------

         Indicate the number of shares  outstanding of each of issuer's  classes
of common stock, as of latest practicable date:

         The number of shares outstanding of the registrant's Common Stock as of
November 3, 2000 was 3,614,710.


<PAGE>

Item 1.                Consolidated Financial Statements
-------                ---------------------------------

                       GVC VENTURE CORP. AND SUBSIDIARIES
                     CONSOLIDATED BALANCE SHEETS (UNAUDITED)
<TABLE>
<CAPTION>

                                                              September 30,                  June 30,
                                                                       2000                      2000
                                                              -------------             -------------

Assets

----------
<S>                                                           <C>                       <C>
Current Assets
Cash and cash equivalents                                     $          39             $        55
Prepaid expenses and other current assets                                 1                       1
                                                                -----------             -----------

Total Current Assets                                          $          40             $        56

Machinery & equipment at cost                                             -                       -
Less allowances for depreciation                                          -                       -
                                                                -----------             -----------
Net Machinery & equipment                                                 -                       -
                                                                -----------             -----------
Total Assets                                                  $          40             $        56
                                                                ===========             ===========
Liabilities and Stockholders' Equity

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

Current Liabilities

Accounts payable and accrued expenses                         $          31             $        24
                                                                -----------             -----------
Total Current Liabilities                                     $          31             $        24

Stockholders' Equity

Common   Stock - $.10 par value; 10,000,000 shares
                 authorized,  3,614,710 shares and
                 3,614,710 shares issued and outstanding
                 in Fiscal 2001 and 2000, respectively.                 361                     361
Paid-in Capital                                                       1,814                   1,814
Accumulated Deficit                                                  (2,166)                 (2,143)
                                                                -----------             -----------
Total Stockholders' Equity                                                9                      32
                                                                -----------             -----------

Total Liabilities & Stockholders' Equity                      $          40            $         56
                                                                ===========             ===========
</TABLE>

The accompanying  notes  to  these  Consolidated Financial  Statements  are an
integral part of these Financial Statements.



                                       2
<PAGE>

                       GVC VENTURE CORP. AND SUBSIDIARIES
                CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
<TABLE>
<CAPTION>
                                                                       Three Months Ended
                                                                       September 30,
                                                               ------------------------------------

                                                                        2000                 1999
                                                               --------------        --------------

                                                                 (In thousands except per share data)
<S>                                                          <C>                     <C>

Corporate Office Expenses                                    $            23         $           5
                                                              --------------         --------------
NET LOSS                                                     $           (23)        $          (5)
                                                              ==============         ==============

NET LOSS PER SHARE                                                      (.01)                    -
                                                              ==============         ==============

Weighted Average Number of Common

         Shares Outstanding                                        3,614,710              3,614,710
                                                              ==============         ==============
</TABLE>


The  accompanying  notes  to  these  Consolidated  Financial  Statements  are an
integral part of these Financial Statements.


                                       3
<PAGE>

                       GVC VENTURE CORP. AND SUBSIDIARIES
                CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
<TABLE>
<CAPTION>
                                                                     Three Months Ended
                                                                     September 30,
                                                                     2000                 1999
                                                              -----------               -----------
                                                                         (In thousands)
<S>                                                           <C>                       <C>
OPERATING ACTIVITIES:
Net (Loss)                                                          $(23)                 $ (5)
Adjustment to reconcile net loss to net
         cash provided (used) by operating activities:
Changes in operating assets and
         liabilities - net:
Increase/Decrease in accounts receivables and
other current assets                                                 --                    --
Increase/(decreases) in accounts payable,
         accrued expenses and other current liabilities                7                   (13)
                                                                    ----                  ----
NET CASH PROVIDED (USED) BY OPERATING
         ACTIVITIES                                                  (16)                  (18)

INVESTING ACTIVITIES

NET CASH PROVIDED (USED) BY INVESTING
         ACTIVITIES                                                  --                    --

FINANCING ACTIVITIES                                                 --                    --
                                                                    ----                  ----
NET CASH PROVIDED (USED) BY FINANCING
         ACTIVITIES                                                  --                    --

                                                                    ----                  ----
INCREASE (DECREASE) IN CASH AND CASH
         EQUIVALENTS                                                 (16)                  (18)

CASH AND CASH EQUIVALENTS AT BEGINNING
         OF YEAR                                                      56                    74
                                                                    ----                  ----
CASH AND CASH EQUIVALENTS AT END OF YEAR                            $ 40                  $ 61
                                                                    ====                  ====
Note 1: Interest and Income Taxes paid were as follows:

                  Interest                                           --                    --
                                                                    ====                  ====

                  Franchise Income Taxes                            $  1                  $  5
                                                                    ====                  ====
</TABLE>


The  accompanying  notes  to  these  Consolidated  Financial  Statements  Are an
integral part of these Financial Statements.


                                       4
<PAGE>

                       GVC VENTURE CORP. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


               __________________________________________________

A. The  accompanying  unaudited  consolidated  financial  statements  have  been
prepared in accordance with generally accepted accounting principles for interim
financial  information  and the  instructions  to Form 10-Q and  Regulation  S-X
relating to the preparation of interim financial statements.  Accordingly,  they
do not include  all of the  information  and  footnotes  required  by  generally
accepted accounting principles for complete financial statements. In the opinion
of management,  the accompanying  unaudited  consolidated  financial  statements
contain all adjustments  (consisting of normal  recurring  accruals)  considered
necessary for a fair presentation.  Operating results for the three months ended
September  30, 2000 are not  necessarily  indicative  of the results that may be
expected for the full year ending June 30, 2001. For further  information  refer
to the consolidated  financial  statements and footnotes thereto included in the
Company's Annual Report on Form 10-K for the year ended June 30, 2000.

Item 2.           Management's Discussion and Analysis of Financial
----------        Condition And Results of Operations
                  ------------------------------------------


Results of  Operations - Three months ended  September  30, 2000  compared  with
Three months ended September 30, 1999.

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

Corporate  expenses of $ 23,000 increased by $ 18,000 compared to the prior year
as a result of legal fees related to the annual meeting.

Liquidity and Capital Resources
--------------------------------

         During the first  quarter of fiscal  2001,  the  Company had a negative
cash flow of $ 16,000 as a result of funding the first quarter  loss,  partially
offset by higher accounts payable by $ 7,000.

         At September 30, 2000,  the Company had cash and cash  equivalents of $
40,000.

         The Company currently engages in no operating activities.


                                       5
<PAGE>

                                   Signatures
                                   ----------

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
this Report has been  signed  below on its behalf by the  undersigned  thereunto
duly authorized.

                                         GVC VENTURE CORP.



Date:    November 3, 2000                By:/s/ Russell Banks
                                            ---------------------
                                            Russell Banks, Chairman
                                            Of the Board of Directors
                                            (Principal Executive
                                            Officer) and Director

Date:    November 3, 2000                By:/s/ Marc J. Hanover
                                            ---------------------
                                            Marc J. Hanover, Vice-
                                            President Finance and Treasurer
                                            (Principal Chief Financial Officer)
                                            and Accounting Officer


                                       6


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