<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>form8k-06302004.txt
<DESCRIPTION>JUNE 30, 2004
<TEXT>
================================================================================


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                    FORM 8-K

                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


         Date of report (Date of earliest event reported): JUNE 30, 2004

                        COMMISSION FILE NUMBER 000-15862


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

                                    DELAWARE
--------------------------------------------------------------------------------
                 (State or other jurisdiction of incorporation)

                                   13-3018466
--------------------------------------------------------------------------------
                        (IRS Employer Identification No.)


         200 EAST 66TH STREET, SUITE B603, NEW YORK, NEW YORK 10021-9181
         ---------------------------------------------------------------
                    (Address of principal executive offices)


        Registrant's telephone number including area code: (212) 446-6725

                                 NOT APPLICABLE
                                 --------------
          (Former name or former address, if changed since last report)




================================================================================


<PAGE>


ITEM 1.  CHANGES IN CONTROL OF REGISTRANT.

         On June  30,  2004,  Bernard  Zimmerman  &  Company,  Inc.  ("Zimmerman
Company")  purchased  6,300,000 shares of Common Stock, $.01 par value per share
("Common  Stock"),  of GVC Venture Corp.  (the  "Company"),  Gordon Banks,  then
President,  Chief  Executive  Officer and a director  of the  Company  purchased
1,300,000  shares  of  Common  Stock,  and  Berman  Industries,   Inc.  ("Berman
Industries")  converted the Company's  $13,000  obligation to it into  1,300,000
shares  of  Common  Stock  (the  "Transaction")  pursuant  to a  Stock  Purchase
Agreement,  dated as of April 29, 2004 (the "Stock Purchase  Agreement"),  among
the Company, Zimmerman Company, Banks and Berman Industries. Pursuant to options
granted to them by Zimmerman  Company,  on June 30, 2004,  Berman Industries and
Conrad J. Gunther Jr.  purchased  1,300,000  and 300,000,  respectively,  of the
shares of Common  Stock  acquired  by  Zimmerman  Company  pursuant to the Stock
Purchase Agreement,  at an exercise price of $.01 per share, the same price paid
by Zimmerman  Company for such shares.  Each purchaser of shares utilized his or
its personal  funds or working  capital and did not borrow funds to purchase the
Common Stock  purchased.  As a result of the  Transaction,  there are  presently
outstanding 14,194,516 shares of Common Stock.

         Contemporaneously  with the Closing under the Stock Purchase Agreement,
the principal  (an aggregate of $100,000) and accrued  interest on the Company's
obligations  to Russell  Banks,  then  Chairman of the Board of Directors  and a
director of the Company,  and Palisade  Investors  LLC  ("Palisade"),  principal
stockholders of the Company, were cancelled and capitalized.

         In  addition,  the law firm of Jenkens & Gilchrist  Parker  Chapin LLP,
counsel to the Company,  deferred the  Company's  obligations  owed it for legal
services  rendered  prior  to  January  1,  2004  and  in  connection  with  the
transactions described in this Report (an aggregate of approximately $75,000) on
a non-interest  basis until the earlier of December 31, 2010, the liquidation of
the Company or the Company's  merger with, or sale of  substantially  all of its
assets to, or another change in control transaction with, another entity that is
approved  by the  Company's  Board of  Directors  (other than as a result of the
Stock Purchase Agreement), following which transaction or series of transactions
the stockholders of the Company  immediately  preceding the effectiveness of the
first of such  transactions do not own more than 50% of the  outstanding  voting
power of the resulting  entity  immediately  following the  effectiveness of the
last of such transactions.

         Also on June 30, 2004,  prior to the Closing  under the Stock  Purchase
Agreement, the Company held a special meeting of stockholders (the "Meeting") at
which the Company's  Stockholders:  (i) authorized an amendment to the Company's
Restated  Certificate of  Incorporation to reduce the par value of the Company's
Common  Stock  from $.10 per share to $.01 per  share in order to,  among  other
things,  enable the Company to complete  the  Transaction;  (ii)  authorized  an
amendment to the Company's Restated  Certificate of Incorporation to establish a
par value of $.01 for the Company's authorized Preferred Stock; (iii) authorized
the  Company's  Board of Directors to  implement,  without  further  stockholder
action,  a reverse split of the  Company's  Common Stock at a ratio of one share
for  each  two or  three  outstanding  shares;  and  (iv)  elected,  subject  to
consummation  of the  Transaction,  Gordon  Banks to serve as Class I  director,
Conrad J.  Gunther,  Jr. to serve as Class II director and Bernard  Zimmerman to
serve as Class III director of the Company until the 2004,  2005 and 2006 Annual
Meetings of


                                      -2-
<PAGE>

Stockholders  of  the  Company,   respectively,   and  until  the  election  and
qualification of their respective successors.

         Following the Meeting, the Company filed an Amendment (the "Amendment")
to its Restated  Certificate of Incorporation with the Secretary of State of the
State of  Delaware to  implement  the  reduction  in the par value of its Common
Stock  to $.01 per  share  and to  establish  the par  value  of its  authorized
Preferred Stock at $.01 per share.

         Following the filing of the Amendment, the Transaction was consummated.

         Following consummation of the Transaction,  the new Board of Directors,
consisting of Gordon Banks,  Conrad J. Gunther,  Jr. and Bernard  Zimmerman took
office and elected the following as the officers of the Company:

            Bernard Zimmerman         Chairman  of the Board of  Directors,
                                      President, Chief Executive Officer and
                                      Treasurer

            Marc J. Hanover           Secretary

         On April 29,  2004,  Zimmerman  Company  (which  did not own any shares
until the purchase of shares pursuant to the Stock Purchase Agreement),  Russell
Banks, Janice Banks (wife of Russell Banks) and Gordon Banks (collectively,  the
"Banks  Family"),  Palisade and Berman  Industries  entered into a  Stockholders
Agreement,  dated as of April 29, 2004,  pursuant to which they have agreed that
all shares of the  Company's  Common Stock owned by them at the time  (including
any shares they acquired under the Stock Purchase  Agreement and shares they may
transfer to third persons, including the shares Zimmerman Company transferred to
Berman Industries and Conrad J. Gunther), will be voted:

         o     in favor of each matter submitted to stockholders at the Meeting;
               and

         o     for the  election of one director  selected by the Banks  Family,
               one director  selected by Palisade and Berman  Industries,  and a
               number of directors that would constitute a majority of the Board
               selected by Zimmerman Company. Pursuant thereto, the Banks Family
               nominated Gordon Banks and Zimmerman  Company  nominated  Bernard
               Zimmerman and Conrad J. Gunther, Jr. for election at the Meeting.
               Palisade and Berman Industries did not nominate a director at the
               Meeting and have advised the Company that they do not  anticipate
               nominating a director at the current time.

         The Stockholders Agreement is to terminate on the earliest to occur of:
(i) December 31, 2006 and (ii) the  liquidation  of the Company or the Company's
merger with, or sale of substantially all of its assets to, or another change in
control  transaction  with,  another  entity  that is  approved  by the Board of
Directors,   following  which   transaction  or  series  of   transactions   the
stockholders of the Company  immediately prior to the first of such transactions
do not own more


                                      -3-
<PAGE>

than  50%  of the  outstanding  voting  power  of the  resulting  entity  at the
effective date of the last of such transactions.

         The following table sets forth the shares of the Company's Common Stock
owned, before the Transaction and after the Transaction  (including the issuance
of shares  pursuant to the Stock Purchase  Agreement and exercise of the options
granted by Zimmerman Company to Berman  Industries and Conrad J. Gunther,  Jr.),
by the  parties to the  Stockholders  Agreement  which they have  agreed to vote
pursuant to the Stockholders Agreement, and the percentage of outstanding shares
represented by those shares:

<TABLE>
<CAPTION>
                                            BEFORE THE TRANSACTION                     AFTER THE TRANSACTION
                                   -----------------------------------------  ---------------------------------------
                                           NUMBER               PERCENT              NUMBER              PERCENT
                                         OF SHARES           OF CLASS (1)          OF SHARES            OF CLASS
                                   ----------------------  -----------------  --------------------  -----------------
<S>                                          <C>                   <C>               <C>                 <C>
Gordon Banks                                 249,808               4.7%              1,549,808           10.9%
Russell Banks                                980,000 (2)          18.5%                980,000 (3)        6.9%
Janice Banks                                 250,000 (3)           4.7%                250,000 (3)        1.8%
Palisade                                   1,504,545              28.4%              1,504,545           10.6%
Berman Industries                                  0                                 2,600,000           18.3%
Zimmerman Company                                  0                                 4,700,000           33.1%
Conrad J. Gunther, Jr.                             0                                   300,000            2.1%
                                           2,984,353              56.4%             11,884,353           83.7%
All other stockholders                     2,310,163              43.6%              2,310,163           16.3%
Total outstanding shares                   5,294,516             100.0%             14,194,516          100.0%
-------------------
</TABLE>

(1)      Percentages do not add due to rounding differences.

(2)      Excludes  761  shares  as to which  Russell  Banks is  trustee  (and is
         entitled to vote),  which  shares are not  subject to the  Stockholders
         Agreement.

(3)      Excludes  293,395  shares held by The Russell  Banks Family Trust as to
         which  Janice Banks and a third party are the trustees and share voting
         power, which shares are not subject to the Stockholders Agreement.

         As a result of the foregoing,  Zimmerman  Company and Bernard Zimmerman
may, by virtue of the stock ownership of Zimmerman  Company,  the positions held
by Bernard  Zimmerman  and the  ability of  Zimmerman  Company,  pursuant to the
Stockholders Agreement, to elect a majority of the Company's Board of Directors,
be deemed (in lieu of the Banks Family and Palisade) to control the Company.





                                      -4-
<PAGE>


ITEM 4.  CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.

         On June 30, 2004, the Company's  Board of Directors  retained J.H. Cohn
LLP as the Company's independent public accountants. Since July 1, 2001, neither
the Company (nor anyone on its behalf) has consulted J.H. Cohn LLP regarding any
matter.

         J.H.  Cohn  LLP  replaces  Ernst & Young  LLP,  which  resigned  as the
Company's  independent public  accountants.  Ernst & Young LLP's resignation was
reported  in the  Company's  Current  Report on Form 8-K dated (date of earliest
event reported) December 9, 2003.



ITEM 7.    FINANCIAL STATEMENTS AND EXHIBITS.

         (a)      Financial statements of business acquired:

                  None.

         (b)      Pro forma financial information:

                  None.

         (c)      Exhibits:

                  *3.1     Certificate  of Amendment to the  Company's  Restated
                           Certificate of Incorporation filed with the Secretary
                           of State of the State of Delaware on June 30, 2004.

                  +99.1    Stock Purchase Agreement, dated as of April 29, 2004,
                           by  and  among  the  Company,   Bernard  Zimmerman  &
                           Company,  Inc.,  Berman  Industries,  Inc. and Gordon
                           Banks.

                  +99.2    Stockholders  Agreement,  dated as of April 29, 2004,
                           by and  among  Bernard  Zimmerman  &  Company,  Inc.,
                           Palisade  Investors  LLC,  Berman  Industries,  Inc.,
                           Russell Banks, Janice Banks and Gordon Banks.

-------------------------
*        Filed herewith.
+        Incorporated by reference to the same numbered exhibit in the Company's
         Current  Report on Form 8-K dated  (date of  earliest  event  reported)
         April 29, 2004.



                                      -5-
<PAGE>


                                   SIGNATURES

         Pursuant to the  requirements  of Securities  Exchange Act of 1934, the
registrant  had duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.

Dated:  June 30, 2004

                                        GVC VENTURE CORP.


                                        By: /s/ Bernard Zimmerman
                                            ------------------------------------
                                            Bernard Zimmerman
                                            Chairman of the Board of Directors,
                                            President, Chief Executive Officer
                                            and Treasurer













                                      -6-
<PAGE>


                                  EXHIBIT INDEX
                                  -------------

               Exhibit
               Number      Description
               ----------  -----------------------------------------------------

               *3.1        Certificate  of Amendment to the  Company's  Restated
                           Certificate of Incorporation filed with the Secretary
                           of State of the State of Delaware on June 30, 2004.

               +99.1       Stock Purchase Agreement, dated as of April 29, 2004,
                           by  and  among  the  Company,   Bernard  Zimmerman  &
                           Company,  Inc.,  Berman  Industries,  Inc. and Gordon
                           Banks.

               +99.2       Stockholders  Agreement,  dated as of April 29, 2004,
                           by and  among  Bernard  Zimmerman  &  Company,  Inc.,
                           Palisade  Investors  LLC,  Berman  Industries,  Inc.,
                           Russell Banks, Janice Banks and Gordon Banks

--------------------------
*        Filed herewith.
+        Incorporated by reference to the same numbered exhibit in the Company's
         Current  Report on Form 8-K dated  (date of  earliest  event  reported)
         April 29, 2004.















                                      -7-

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