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 March 31, 2001
( ) 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 (I.R.S. Employer
of incorporation or organization) Identification No.)
425 East 58th Street, Suite 31c, New York, NY 10022
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(zip code)
Registrant's telephone number including area code: 212- 7531812
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
May 7, 2001 was 4,414,710.
GVC VENTURE CORP. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS (UNAUDITED)
March 31, June 30,
2001 2000
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(In thousands, except per share data)
Assets
Current Assets
Cash and cash equivalents $ 7 $ 55
Prepaid expenses and other current
assets - 1
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Total Current Assets 7 56
Machinery & equipment at cost - -
Less allowances for depreciation - -
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Net Machinery & equipment - -
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Total Assets $ 7 $ 56
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Liabilities and Stockholders' Equity
- ------------------------------------
Current Liabilities
Accounts payable and accrued expenses 12 24
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Total Current Liabilities 12 24
Stockholders' Equity
Common Stock - $.10 par value; 50,000,000 shares authorized, 4,414,710 shares
and 3,614,710 shares issued and
outstanding, respectively 441 361
Paid-in Capital 1,754 1,814
Accumulated Deficit (2,200) (2,143)
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Total Stockholders' Equity (5) 32
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Total Liabilities & Stockholders' Equity $ 7 $ 56
================== =================
See Notes to Consolidated Financial Statements
2
GVC VENTURE CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
Three Months Ended Nine Months Ended
March 31, March 31,
2001 2000 2001 2000
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(In thousands except per share data)
Corporate Office Expenses $ 4 $ 4 $ 57 $ 14
Interest (Income) Expense- Net - - - -
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NET LOSS $ (4) $ (4) $ (57) $ (14)
======================================================================
Loss per share of Common Stock:
NET LOSS PER SHARE - - (0.02) -
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Weighted Average Number of Common
Shares Outstanding 4,148,043 3,114,710 3,792,488 3,114,710
======================================================================
See Notes to Consolidated Financial Statements
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GVC VENTURE CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
Nine Months Ended
March 31,
2001 2000
--------------------------------------
(In thousands)
OPERATING ACTIVITIES:
Net (Loss) $ (57) $ (14)
Adjustment to reconcile net loss to net
cash provided (used) by operating activities:
Changes in operating assets and
liabilities - net:
(Increase)/decrease in prepaid expenses,
other current assets and other assets 1.00
Increase/(decrease) in accounts payable,
accrued expenses and other current liabilities (12) (12)
--------------------------------------
NET CASH PROVIDED (USED) BY OPERATING
ACTIVITIES (68) (27)
INVESTING ACTIVITIES - -
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NET CASH PROVIDED (USED) BY INVESTING
ACTIVITIES - -
FINANCING ACTIVITIES
Equity investment in the Company as a result of
the private placements 20.00 -
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NET CASH PROVIDED (USED) BY FINANCING
ACTIVITIES 20.00 -
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INCREASE (DECREASE) IN CASH AND CASH
EQUIVALENTS (48) (27)
CASH AND CASH EQUIVALENTS AT BEGINNING
OF YEAR 55 37
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CASH AND CASH EQUIVALENTS AT END OF YEAR $ 7 $10
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Note 1: Interest and Income Taxes paid were as follows:
(In thousands)
Interest - -
======================================
State & Local Income
and Franchise Taxes $ 5 $ 6
======================================
See Notes to Consolidated Financial Statements
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GVC VENTURE CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
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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
related 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 nine months ended March 31,
2001 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 March 31, 2001 compared
with Three months ended March 31, 2000.
- ---------------------------------------
Corporate expenses of $4,000 remained unchanged from the third quarter of
the prior fiscal year.
Results of Operations - Nine months ended March 31, 2001 compared
with Nine months ended March 31, 2000
- -------------------------------------
Corporate office expenses of $57,000 increased by $ 43,000 from the nine
months of fiscal 2001 as a result of expenses incurred in connection with the
annual meeting in December of 2000.
Liquidity and Capital Resources
- -------------------------------
During the nine months of fiscal 2001, the Company had a negative cash
flow of $48,000, as a result of funding the Net Loss of $57,000. This was
partially offset by the chairman of the Board and Palisade Investors LLC each
purchasing $ 10,000 of the Company's common stock for 2.5 cents per share.
At March 31, 2001, the Company had cash and cash equivalents of $7,000
and the Company continues its search for potential business opportunities and
believes it will have sufficient assets to do the same for the foreseeable
future. A member of the Board and a significant shareholder have aggreed to
invest a total of $ 20,000 before June 25, 2001.
The company currently engages in no operating activities.
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Part II - Other Information
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Item 2. Changes in Securities
- -----------------------------
None, see the secnd paragraph under liquidity and capital resources
above.
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Signatures
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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: May 9, 2001 By:/s/ Russell Banks
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Russell Banks, Chairman of the
Board of Directors (Principal
Executive Officer) and Director
Date: May 9, 2001 By:/s/ Marc J. Hanover
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Marc Hanover, Vice-President
Finance and Treasurer (Principal
Chief Financial Officer and
Accounting Officer
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