UNITED STATES |
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SECURITIES AND EXCHANGE
COMMISSION |
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Washington, D.C. 20549 |
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SCHEDULE 13D |
CUSIP No. 36237L102 | |||||
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1. |
Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Brandon C. Thompson | ||||
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions)
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(a) |
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(b) |
o | ||||
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3. |
SEC Use Only
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4. |
Source of Funds (See Instructions)
OO | ||||
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5. |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o
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6. |
Citizenship or Place of Organization
Texas, United States of America | ||||
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
7. |
Sole Voting Power
155,572,099 | |||
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8. |
Shared Voting Power
0 | ||||
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9. |
Sole Dispositive Power
155,572,099 | ||||
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10. |
Shared Dispositive Power
0 |
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11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
155,572,099 | ||||
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12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o
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13. |
Percent of Class Represented by Amount in Row (11)
48.7% | ||||
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14. |
Type of Reporting Person (See Instructions)
IN | ||||
Item 1. |
Security and Issuer | |
This statement relates to the common stock, $.01 par value per share of GVC Venture Corp. (the “Issuer”). The principal executive offices of the Issuer are presently located at 700 Central Expressway South, Suite 110, Allen, Texas 75013.
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Item 2. |
Identity and Background | |
(a) | This Schedule 13D is filed by Brandon C. Thompson (the “Reporting Person”). | |
(b) | The business address for the Reporting Person is 700 Central Expressway South, Suite 110, Allen, Texas 75013. | |
(c) | The Reporting Person is Chairman of the Board, Chief Executive Officer and a Director of the Issuer. | |
(d) | During the last five years, the Reporting Person has not been convicted in a criminal proceeding. | |
(e) | During the last five years, the Reporting Person has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which Mr. Thompson was or is subject to a judgment, decree or final order enjoining final violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. | |
(f) | The Reporting Person is a citizen of the United States of America. |
Item 3. |
Source and Amount of Funds or Other Consideration |
Pursuant to that certain Agreement and Plan of Merger dated September 17, 2009 (the “Merger Agreement”), by and among the Issuer, GVC Merger Corp., a Texas corporation and wholly owned subsidiary of the Issuer and Halo Group, Inc., a Texas corporation (“Halo Group”), GVC Merger Corp. merged with and into Halo Group,
with Halo Group remaining as the surviving corporation and becoming a subsidiary of the Company (the “Merger”). The Merger was effective as of September 30, 2009, upon the filing of a certificate of merger with the Texas Secretary of State.
The Reporting Person held shares of Halo Group common stock, which were cancelled, and the Reporting Person received shares of the Issuer’s Series Z preferred stock, which, in turn, will be convertible into shares of common stock of the Issuer.
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Item 4. |
Purpose of Transaction |
The shares of the Issuer subject to this Schedule 13D are held by the Reporting Person solely for investment purposes.
Although the Reporting Person has not formulated any other definitive plan, the Reporting Person may from time to time acquire, or dispose of, common stock and/or other securities of the Company if and when the Reporting Person deems it appropriate. The Reporting Person may formulate other purposes, plans or proposals relating to any of such
securities of the Company to the extent deemed advisable in light of market conditions, investment policies and other factors. Except as indicated in this Schedule 13D, the Reporting Person currently has no plans or proposals that relate to or would result in any of the matters described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.
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Item 5. |
Interest in Securities of the Issuer |
(a) |
The Reporting Person is the beneficial owner of an aggregate of 155,572,099 shares of common stock, representing approximately 48.7% of the total issued and outstanding shares of common stock of the Issuer. | |
(b) |
The Reporting Person has sole power to vote 155,572,099 shares of common stock of the Issuer. The Reporting Person has sole power to dispose of 155,572,099 shares of common stock of the Issuer. | |
(c) |
Pursuant to the Merger Agreement by and among the Issuer, GVC Merger Corp. and Halo Group, GVC Merger Corp. merged with and into Halo Group, with Halo Group remaining as the surviving corporation and becoming a subsidiary of the Company. The Merger was effective as of September 30, 2009, upon the filing of a certificate of merger
with the Texas Secretary of State.
The Reporting Person held shares of Halo Group common stock, which were cancelled, and the Reporting Person received shares of the Issuer’s Series Z preferred stock, which, in turn, will be convertible into shares of common stock of the Issuer. | |
(d) |
Not applicable. | |
(e) |
Not applicable. |
Item 6. |
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer |
None. | |
Item 7. |
Material to Be Filed as Exhibits |
None. |
October 15, 2009 | |
Date | |
/s/ Brandon C. Thompson | |
Signature | |
Brandon C. Thompson, Chairman of the Board, Chief Executive Officer and Director | |
Name/Title |