**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**




Washington,
      DC 20549




**FORM
      10-QSB**




(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, 2007




OR




**o TRANSITION
      REPORT
      UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT**




**OF
      1934**




For
      the
      transition period from __________ to __________




*Commission
      File Number 0-23901*




**GSV,
      INC.**




(Exact
      name of small business issuer as specified in its charter)




Delaware
              (State
                or other jurisdiction of incorporation or organization)
            13-3979226
              (I.R.S.
                Employer Identification No.)







191
      Post
      Road West, Westport, CT 06880


(Address
      of principal executive offices)




(203)
      221-2690


(Issuer’s
      telephone number)




Check
      whether the issuer: (1) filed all reports required to be filed by Section 13
      or
      15(d) of the Securities Exchange Act of 1934 during the past 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 o




Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act). Yes o No x




State
      the
      number of shares outstanding of each of the issuer’s classes of common equity,
      as of the latest practicable date: As of August 8, 2007, there were 7,502,703
      shares of common stock outstanding, excluding 168,592 shares held in
      Treasury.




Transitional
      Small Business Disclosure Format (check one): Yes o No x.









**GSV,
      INC. AND SUBSIDIARIES**




**INDEX
      TO FORM 10-QSB**


Page
                  NumberPART
                    I. FINANCIAL INFORMATIONItem
                    1. Financial Statements (unaudited):Consolidated
                    Balance Sheet at June 30, 2007
                
                3Consolidated
                    Statements of Operations for the SixMonths and Three Months ended June 30, 2007 and 2006
                
                4-5Consolidated
                    Statements of Cash Flows for theSix
                    Months ended June 30, 2007 and 2006
                
                6Notes
                    to Unaudited Consolidated Financial Statements
                
                7Item
                    2. Management’s Discussion and Analysis of Financial Condition and Results
                    of Operations
                
                11Item
                    3. Controls and Procedures
                
                17PART
                    II. OTHER INFORMATIONItem
                    6. Exhibits
                
                18SIGNATURES
                
                19


2




**PART
      I. FINANCIAL INFORMATION**




**Item
      1. Financial Statements**




**GSV,
      Inc. and Subsidiaries**


**CONSOLIDATED
      BALANCE SHEET**


June
      30,
      2007


(Unaudited)




ASSETSCURRENT
                ASSETSCash
                and cash equivalents
            
            $
            190,431Accounts
                receivable and other current assets
            
            
            184,694Total
                current assets
            
            
            375,125Investments:Internet
                related
            
            
            50,000Geologic
                studies
            
            
            2,316,721Oil
                & gas wells, net accumulated depletion
            
            
            128,296Property
                and equipment, net of accumulated depreciation
            
            
            924Total
                assets
            
            $
            2,871,066LIABILITIES
                AND STOCKHOLDERS' EQUITYCURRENT
                LIABILITIESAccounts
                payable
            
            $
            99,320Notes
                payable - current
            
            
            556,249Other
                current liabilities
            
            
            54,506Accrued
                interest
            
            
            113,830Total
                current liabilities
            
            
            823,905Long
                term note payable
            
            
            200,000Total
                liabilities
            
            
            1,023,905STOCKHOLDERS'
                EQUITYSeries
                B Preferred stock, $0.001 par value; 1,500,000 shares
                authorized; 1,500,000 shares issued and oustanding
            
            
            1,500Series
                C Preferred stock, $ 0.001 par value; shares
                authorized; 200,000 shares issued and oustanding
            
            
            200Common
                Stock, $0.001 par value; 75,000,000 shares authorized;
                7,671,303 issued; 7,502,703 outstanding
            
            
            7,671Additional
                paid-in capital
            
            
            41,048,955Treasury
                stock
            
            
            (558,998
            )Accumulated
                deficit
            
            
            (38,652,167
            )Total
                stockholders' equity
            
            
            1,847,161Total
                liabilities and stockholders' equity
            
            
            2,871,066




The
      accompanying notes are an integral part of the financial
      statements.




3




**GSV,
      Inc. and Subsidiaries**


**CONSOLIDATED
      STATEMENTS OF OPERATIONS**





**For
      the Six Months Ended June 30, 2007 and 2006**


(Unaudited)


2007
              
              2006Revenues
                  from oil and gas investments
              
              $
              355,112
              
              $
              62,187General
                  and administrative expenses
              
              
              241,556
              
              
              193,029Income
                  (loss) from operations before other income
                  and expenses
              
              
              113,556
              
              
              (130,842
              )Interest
                  expense
              
              
              (28,469
              )
              
              (28,469
              )NET
                  INCOME (LOSS)
              
              $
              85,087
              
              $
              (159,311
              )Net income
                  (loss) per common share:Income
                  (loss) per common share from operations
                  - basic
              
              $
              0.01
              
              $
              (0.02
              )Weighted
                    average common shares outstanding, basic
              
              
              7,502,703
              
              
              7,472,703


The
      accompanying notes are an integral part of the financial
      statements.




4




**GSV,
      Inc. and Subsidiaries**


**CONSOLIDATED
      STATEMENTS OF OPERATIONS**





**For
      the Three Months Ended June 30, 2007 and 2006**


(Unaudited)


2007
              
              2006Revenues
                  from oil and gas investments
              
              $
              204,969
              
              $
              68,176General
                  and administrative expenses
              
              
              129,402
              
              
              107,297Income
                  (loss) from operations before other income
                  and expenses
              
              
              75,568
              
              
              (39,121
              )Interest
                  expense
              
              
              (14,234
              )
              
              (14,234
              )NET
                  INCOME (LOSS)
              
              $
              61,333
              
              $
              (53,355
              )Net
                  income (loss) per common share:Income
                (loss) per common share from operations - basic
              
              $
              0.01
              
              $
              (0.01
              )Weighted
                    average common shares outstanding, basic
              
              
              7,502,703
              
              
              7,472,703


The
      accompanying notes are an integral part of the financial
      statements.




5





**GSV,
      Inc. and Subsidiaries**


**CONSOLIDATED
      STATEMENTS OF CASH FLOWS**


**For
      the Six Months Ended June 30, 2007 and 2006**


(Unaudited)


2007
              
              2006CASH
                  FLOWS FROM OPERATING ACTIVITIESNet
                  Income (loss)
              
              $
              85,087
              
              $
              (159,311
              )Adjustments
                  to reconcile net income (loss) to net cash provided byoperating
                  activities:Preferred
                  Stock issued for settlement
              
              
              0
              
              
              30,000Depreciation
              
              
              1,500
              
              
              1,500Depletion
              
              
              88,752
              
              
              21,192Changes
                  in operating assets and liabilitiesAccount
                  receivable and other current assets
              
              
              (80,719
              )
              
              173,549Accounts
                  payable and other current liabilities
              
              
              80,364
              
              
              279,476Net
                  cash provided by operating activities
              
              
              174,985
              
              
              346,406CASH
                  FLOWS FROM INVESTING ACTIVITIES:Purchase
                  of investment - oil and gas wells
              
              
              (22,813
              )
              
              (77,852
              )Net
                  cash used in investing activities
              
              
              (22,813
              )
              
              (77,852
              )CASH
                  FLOWS FROM FINANCING ACTIVITIESRepayment
                  of notes payable
              
              
              0
              
              
              (200,000
              )Net
                  cash used in financing activities
              
              
              0
              
              
              (200,000
              )Net change
                  in cash
              
              
              152,172
              
              
              68,554CASH
                  AND CASH EQUIVALENTS, BEGINNING
              
              
              38,260
              
              
              171,738CASH
                  AND CASH EQUIVALENTS, ENDING
              
              $
              **190,431**
              
              $
              **240,292**


The
      accompanying notes are an integral part of the financial statements.




6


**GSV,
        INC. AND SUBSIDIARIES**
  **NOTES
        TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS**
  1.
        Description of the Business
  GSV
        Inc.
        (the “Company”) manages investments in oil and gas assets. The Company has been
        pursuing opportunities in the alternative energies arena, specifically in
        the
        biodiesel sector. The Company also has limited Internet investments with
        a
        carrying value of $50,000 as of June 30, 2007.
  Effective
        June 1, 2002, the Company acquired working interests in two oil and gas wells
        in
        the state of Louisiana pursuant to an asset purchase agreement with Polystick
        U.S. Corporation (“Polystick”), a privately held New York corporation.
        Additionally, the Company acquired an option, including a right of first
        refusal, to purchase other oil and gas properties held by Polystick U.S.
        Corp.
        The consideration consisted of $550,000 in cash and 850,000 shares of the
        Company’s common stock valued at $0.25 per share.
  On
        July
        21, 2003, the Company entered into an Agreement and Plan of Merger (the “Merger
        Agreement”) with Polystick, Cybershop, L.L.C., a New Jersey limited liability
        company and wholly-owned subsidiary of the Company (“Merger Sub”), and Polystick
        Oil & Gas, Inc., a Delaware corporation and a wholly-owned subsidiary of
        Polystick (“POGI”), pursuant to which, on the same day, POGI was merged into
        Merger Sub (the “Merger”) and in consideration thereof the Company issued to
        Polystick 4,500,000 shares of common stock and 1,500,000 shares of Series
        B
        convertible preferred stock.
  As
        a
        result of the Merger, the Company, through Merger Sub, acquired interests
        in
        certain oil and gas properties in Texas and an undivided one-third interest
        in
        Century Royalty LLC (“Century Royalty”), a Texas limited liability company that
        manages the oil and gas properties in Texas plus an additional interest in
        the
        Louisiana properties in which the Company already held an interest. Century
        Royalty also holds the rights to certain geologic studies.
  On
        May
        20, 2004, the Company elected to participate in re-completion of one of the
        wells in Louisiana. The work was successfully completed on June 10, 2004.
        The
        total cost to the Company was $74,063. The Company has seen an increase in
        revenues as a result of the re-completion of this well.
  On
        November 1, 2004, the working interest partnership of which Century Royalty
        is a
        member started work on a re-entry prospect in Texas. After reaching 6,000
        feet
        and logging, it was determined that it was not economical to complete the
        well
        and it was decided on November 8, 2004, to plug and abandon the
        well.
  On
        February 9, 2006, production from the wells in Louisiana was suspended
        temporarily because the water level had risen in one of the wells. On or
        about
        May 8, 2006 work to recomplete the wells in a different sand zone was completed
        and production was restarted. The Company’s share of the costs of recompletion,
        which was about $70,300, was deducted from the royalty payments the Company
        received from the operator. Also, because of the delay between sales of gas
        by
        the operator and the Company’s receipt of royalty payments from the operator,
        the temporary suspension of production had the effect of reducing the Company’s
        royalty revenues for the second and the third quarters of 2006.
  On
        November 1, 2006, Southwestern Energy Production Company, the operator of
        the
        wells in Louisiana, designated White Oak Operating Company LLC to operate
        the
        wells on their behalf. The Company did not experience any change in the
        production as a result.
  On
        June
        28, 2006, the working interest partnership of which Century Royalty is a
        member
        commenced drilling on one of the prospects and planned to drill a second
        prospect once the first was completed. The costs of drilling these prospects
        were expected to exceed Century Royalty's carried interest in the working
        interest partnership. On June 20, 2006, the Company agreed to contribute
        a
        maximum of $100,000 towards the drilling of these two prospects and decrease
        the
        Company's working interest in these two prospects to 11.918%.
  7
  On
        October 5, 2006, the Company announced the successful completion of drilling
        in
        the first prospect, located in Liberty County, Texas. The operators have
        since
        decided that it is unnecessary to drill the second prospect as the first
        well
        will be sufficient to tap the reserves identified. The pipeline tie-in of
        the “Friendswood No. 2 RE” gas well was completed successfully in June 2007. The
        operators are currently examining ways to increase the pressure of the flow
        of
        gas from the well in order to sell gas through the pipeline. Once a steady
        flow
        is established the Company is expecting to receive an independent engineering
        report to establish the estimated size and projected cash flow to be generated
        by the well. Based on initial reports, the company expects that up to four
        additional wells may be required to obtain maximum flow from the anticipated
        reserves. Century Royalty and its partners are preparing to commence drilling
        a
        second well near “Friendswood No. 2 RE” in the near future.
  In
        October 2006, the Company granted one of the members of the Texas working
        interest partnership the right to drill a well based on the geological seismic
        data. In return the Company received a 2% carried interest in the proposed
        well
        until completion and a 2% working interest thereafter. The “Shirley Gay” well
        was completed in March 2007 and is waiting for pipeline tie-in. Through June
        30,
        2007, the Company’s expenses related to the completion of the “Shirley Gay” well
        total $22,863. Production is expected to commence shortly after pipeline
        tie-in
        connections are completed. The Company is currently awaiting the completion
        of
        an independent engineering report to establish the estimated size and projected
        cash flow to be generated by the well.
  The
        Company’s management has little practical experience in the oil and gas
        industry. The Company’s management relies to a great extent on the employees of
        Century Royalty LLC to monitor and implement strategy with respect to our
        oil
        and gas assets. The inexperience of the Company’s management may detrimentally
        affect the Company’s operations and results because, for example, it could
        prevent the Company from taking advantage of opportunities that arise on
        a
        timely basis or cause the Company to take actions that a more experienced
        management team might determine are not in the Company’s best
        interests.
  2.
        Basis
        of Presentation
  The
        accompanying financial statements have been prepared pursuant to the rules
        and
        regulations of the Securities and Exchange Commission for interim financial
        reporting. Accordingly, certain information and notes required by accounting
        principles generally accepted in the United States of America for complete
        financial statements are not included. These financial statements should
        be read
        in conjunction with the financial statements and accompanying notes for the
        year
        ended December 31, 2006, included in the Company’s Annual Report on Form 10-KSB
        as filed with the Securities and Exchange Commission. In the opinion of
        management, the accompanying financial statements include all adjustments
        (consisting primarily of normal recurring accruals) that the Company considers
        necessary for a fair presentation of its financial position, results of
        operations and cash flows. Results for interim periods are not necessarily
        indicative of the results that may be achieved for the full year.
  The
        Company has incurred substantial operating losses, resulting in an accumulated
        deficit of $38,652,167 as of June 30, 2007. Its current investments are limited
        to certain oil and gas producing properties in Louisiana and an interest
        in
        Century Royalty. Century Royalty’s primary asset consists of geologic studies to
        exploit oil and gas properties. One prospect, “Friendswood No. 2 RE”, has
        been successfully completed and in June 2007 was successfully tied in to
        the
        pipeline. The operators are currently examining ways to increase the pressure
        of
        the flow of gas from the well in order to sell gas through the pipeline.
        The
        Company expects that once a steady flow has been established, the Company
        will
        receive an independent engineering report to establish the estimated size
        and
        projected cash flow to be generated by the well. Based on initial reports,
        the
        Company expects that up to four additional wells may be required to obtain
        maximum flow from the anticipated reserves. Century Royalty and its partners
        are
        preparing to commence drilling a second well near “Friendswood No. 2 RE” in
        the near future. Timing of work on the second well is dependent on stabilization
        of “Friendswood No. 2 RE.”
  In
        recent
        periods cash flows from the Company’s oil and gas investments have been
        sufficient to enable the Company to fund its operating, investing and financing
        needs. However, the Company will be required to obtain additional financing
        to
        fund drilling and development to recover its investment in geologic studies
        and
        to pay certain indebtedness as it becomes due. There is no assurance that
        the
        Company will obtain additional adequate financing nor is there any assurance
        that proved reserves will be discovered. These conditions raise substantial
        doubt about the Company’s ability to continue as a going concern. The
        accompanying financial statements do not include any adjustments that may
        result
        from the outcome of this uncertainty.
  8
  3.
        Recent
        Accounting Pronouncements
  The
        Company adopted FIN 48, Accounting for Uncertainty in Income Taxes, effective
        January 1, 2007. FIN 48 clarifies and sets forth consistent rules for accounting
        for uncertain income tax positions in accordance with FAS 109, Accounting
        for
        Income Taxes. There was no cumulative effect of applying the provisions of
        this
        interpretation.
  As
        of
        December 31, 2006, the Company had $7.4 million of unrecognized tax benefits.
        There have been no significant changes to the amount of unrecognized tax
        benefits from the date of adoption through June 30, 2007, nor does the Company
        reasonably expect any significant changes to occur within the next twelve
        months.
  4.
        Investments
  The
        Company has made investments in four internet-related companies that have
        been
        accounted for using the cost method. Such investments are reviewed periodically
        for impairment. Impaired investments have been written down to a nominal
        amount.
  The
        Company acquired working interests in two oil and gas wells effective June
        1,
        2002 for $550,000 in cash and common stock of the Company valued at $212,500,
        for a total investment of $762,500. The asset is depleted on a periodic basis
        using the units of production method. In the fourth quarter of 2002, the
        properties exhibited a marked decrease in the volume of oil and gas produced.
        On
        May 20, 2004, the Company elected to participate in re-completion of one
        of the
        wells in Louisiana. The work was successfully completed on June 10, 2004.
        The
        total cost to the Company was $74,063. The Company has seen an increase in
        revenues as a result of the re-completion of this well. Production from the
        wells in Louisiana was suspended temporarily on or about February 9, 2006,
        because the water level had risen in one of the wells. On or about May 8,
        2006,
        work to recomplete the wells in a different sand zone was completed and
        production was restarted. The wells returned to full production at the beginning
        of July 2006. The Company’s share of the costs of recompletion, which was about
        $70,300, was deducted from the royalty payments the Company received from
        the
        operator. Also, because of the delay between sales of gas by the operator
        and
        the Company’s receipt of royalty payments from the operator, the Company’s
        royalty revenues were reduced in the quarter ended September 30, 2006. On
        November 1, 2006, Southwestern Energy Production Company, the operator of
        the
        wells, designated White Oak Operating Company LLC to be the operator of the
        wells. An independent reserve study performed, effective January 2007, estimated
        that the remaining reserve in the wells including PDP and PDNP, net of expenses
        and discounted at 10%, was $594,114.
  On
        July
        21, 2003, the Company entered into the Merger Agreement, pursuant to which,
        on
        the same day, POGI was merged into Merger Sub and in consideration thereof
        the
        Company issued to Polystick 4,500,000 shares of common stock and 1,500,000
        shares of Series B convertible preferred stock. Each share of Series B
        convertible preferred stock is convertible at any time at the holder’s option
        into a number of shares of common stock equal to $1.00 divided by the conversion
        price then in effect. The conversion price is initially $1.00. No dividends
        are
        payable on the Series B convertible preferred stock, except that in the event
        dividends are declared with respect to common stock, each holder of shares
        of
        Series B convertible preferred stock shall be entitled to receive an amount
        equal to the amount of dividends that would have been paid on the shares
        of
        common stock issuable upon conversion of such shares of Series B convertible
        preferred stock had such shares been converted into common stock immediately
        before such dividend was declared. Upon any Liquidation Event, the holders
        of
        the outstanding Series B convertible preferred stock will be entitled to
        be paid
        an amount equal to $1.00 per share plus the amount of any declared and unpaid
        dividends thereon. If upon any Liquidation Event, the net assets of the Company
        are insufficient to permit payment in full of such preferential amount to
        the
        holders of Series B convertible preferred stock, then the entire net assets
        of
        the Company will be distributed ratably among the holders of the Series B
        convertible preferred stock.
  In
        connection with and as a condition to the Merger, the Company redeemed all
        of
        its existing outstanding Series A convertible preferred stock, par value
        $0.001
        per share, for $400,001 plus dividends payable. The Company paid $263,801
        of the
        redemption price in cash and $200,000 by a full recourse promissory note
        bearing
        interest at a rate of 8% per annum and due September 4, 2004, secured by
        a lien
        on all of the Company’s assets. The maturity date of the note has been extended
        to September 1, 2007.
  9
  As
        a
        result of the merger, the Company acquired through Cybershop L.L.C., interests
        in certain oil and gas properties in Texas and an undivided one-third interest
        in Century Royalty, which manages the oil and gas properties in Texas, plus
        an
        additional interest in the Louisiana properties in which the Company already
        held an interest. Century Royalty also holds the rights to certain geologic
        studies that are included in other long term assets on the accompanying balance
        sheet. These geologic studies are currently being carried without amortization,
        since the data relates to properties that are currently under evaluation,
        but
        for which there are yet no established reserves. On June 28, 2006, the working
        interest partnership of which Century Royalty is a member commenced drilling
        on
        one of the prospects and planned to commence drilling on a second prospect
        once
        the first was completed. The costs of drilling these prospects were expected
        to
        exceed Century Royalty’s carried interest in the working interest partnership.
        On June 20, 2006, the Company agreed to contribute a maximum of $100,000
        towards
        the drilling of the first prospect and decrease its working interest in these
        two prospects to 11.918%.
  On
        October 5, 2006, the Company announced the successful completion of drilling
        in
        the first prospect, located in Liberty County, Texas. The operators have
        since
        decided that it is unnecessary to drill the second prospect as the first
        well
        will be sufficient to tap the reserves identified. Production is expected
        to
        commence shortly after pipeline tie-in connections are completed. The pipeline
        tie-in of the “Friendswood No. 2 RE” gas well was completed successfully in June
        2007. The operators are currently examining ways to increase the pressure
        of the
        flow of gas from the well in order to sell gas through the pipeline. Once
        a
        steady flow is established, the Company is expecting to receive an independent
        engineering report to establish the estimated size and projected cash flow
        to be
        generated by the well. Based on initial reports, the Company expects that
        up to
        four additional wells may be required to obtain maximum flow from the
        anticipated reserves. Century Royalty and its partners are preparing to commence
        drilling a second well near “Friendswood No. 2 RE” in the near
        future.
  In
        October 2006, the Company granted one of the members in the Texas joint interest
        partnership the right to drill a well based on the geological seismic data
        that
        Century Royalty holds. In return the Company received a 2% carried interest
        in
        the proposed well until completion and a 2% working interest thereafter.
        The
“Shirley Gay” well was completed in the beginning of March 2007 and is waiting
        for pipeline tie-in. Through June 30, 2007, the Company’s expenses in the
        completion of the well totaled $22,863. Production is expected to commence
        shortly after pipeline tie-in connections are completed. The Company is
        currently awaiting the completion of an independent engineering report to
        establish the estimated size and projected cash flow to be generated by the
        well.
  The
        working interest partnership began a drilling program for the subject properties
        in 2006. If the drilling program is not successful, the Company will likely
        record an impairment loss of some or all of the carrying value of its geologic
        studies.
  5.
        Stockholders’ Equity
  There
        were no changes to stockholders’ equity during the quarter ended June 30,
        2007.
  6.
        Net
        Loss Per Common Share
  Basic
        and
        diluted net loss per common share is calculated by dividing the net loss
        by the
        weighted-average common shares outstanding. Potential dilution related to
        the
        warrant was excluded because it was anti-dilutive.
  7.
        Lease
        Termination and Issuance of Series C Preferred Stock
  On
        January 3, 2006, the Company entered into a Termination, Settlement and Release
        Agreement with 116 Newark Avenue Corporation, dated as of November 30, 2005,
        pursuant to which the Company agreed to terminate the lease for its former
        offices in Jersey City, New Jersey. Under the terms of the agreement, the
        Company paid 116 Newark $70,000 in cash, and issued a promissory note in
        the
        principal amount of $356,249 and 200,000 shares of Series C Preferred Stock
        to
        116 Newark and reimbursed 116 Newark for $10,000 of its legal fees. The
        promissory note matures on November 29, 2007 and bears interest at a rate
        of 7%
        per annum. Payment and performance under the promissory note has been guaranteed
        by Polystick and secured by a pledge agreement between Polystick and 116
        Newark
        pursuant to which Polystick has pledged 356,249 shares of the Company’s Series B
        preferred stock that it holds to 116 Newark. The estimated fair value of
        the
        200,000 shares of Series C Preferred Stock was $30,000.
  10
  **Item
        2. Management’s Discussion and Analysis of Financial Condition and Results of
        Operations**
  **Overview**
  Since
        July 2003, our business operations have been focused on managing our existing
        investments in oil and gas assets and entering into new investments in this
        industry. Currently, we have been pursuing opportunities in the alternative
        energies arena, specifically in the biodiesel sector. From June 2001 to July
        2003, our business operations included managing our existing investments
        and
        entering into new business operations through acquisitions or
        mergers.
  Prior
        to
        June 2001, we had sought to identify and develop attractive early stage Internet
        companies in exchange for equity positions in such companies. We have since
        made
        substantial write downs of these investments to more accurately reflect current
        market valuations, and these investments do not represent a significant asset.
        As of June 30, 2007, these investments were valued at approximately 1.8%
        of the
        total value of our assets. We are continuing to investigate whether or not
        there
        are any business prospects through which material value can be realized from
        the
        remaining Internet investments.
  Effective
        June 1, 2002, we acquired working interests in two oil and gas wells in the
        state of Louisiana pursuant to an asset purchase agreement with Polystick
        U.S.
        Corporation (“Polystick”), a privately held New York corporation. The
        consideration consisted of $550,000 in cash and 850,000 shares of our common
        stock valued at $0.25 per share. Additionally, we acquired a one-year option
        valued at $80,210, including a right of first refusal, to purchase other
        oil and
        gas properties held by Polystick.
  On
        July
        21, 2003, we entered into an Agreement and Plan of Merger with Polystick,
        Cybershop, a New Jersey limited liability company and wholly-owned subsidiary
        of
        GSV, Inc. (“Cybershop”) and Polystick Oil & Gas, Inc., a Delaware
        corporation and wholly-owned subsidiary of Polystick (“POGI”), pursuant to
        which, on the same day, POGI was merged into Cybershop and in consideration
        thereof we issued to Polystick 4,500,000 shares of our common stock and
        1,500,000 shares of our Series B convertible preferred stock.
  As
        a
        result of the merger we acquired, through Cybershop, interests in certain
        oil
        and gas properties in Texas and an interest in Century Royalty LLC (“Century
        Royalty”), a Texas limited liability company that manages the oil and gas
        properties in Texas plus an additional interest in the Louisiana properties
        in
        which we already held an interest. Century Royalty also holds the rights
        to
        certain geologic studies. Century Royalty has a carried interest with this
        partnership of 20% for the first well drilled in the first 5 prospects or
        $1.25
        million of investment, whichever comes first. Century Royalty has a 20%
        participation interest in all subsequent wells drilled in the first 5 prospects.
        As these agreements have expired, they relate only to prospects for which
        leases
        have already been taken and have not expired. We are entitled to the first
        $4,168,659 of net income in Century Royalty and to 75% of net income thereafter.
        We have already received $942,012 of this amount as of June 30, 2007.
        Due to the existence of these revenue overrides, the operations of Century
        Royalty are included in the accompanying statements of operations.
  On
        June
        28, 2006, the working interest partnership of which Century Royalty is a
        member
        commenced drilling on one of the prospects and planned to drill on a second
        prospect once the first was completed. The costs of drilling these prospects
        were expected to exceed Century Royalty’s carried interest in the working
        interest partnership. On June 20, 2006, we agreed to contribute a maximum
        of
        $100,000 towards the drilling of these two prospects and decrease our working
        interest in these two prospects to 11.918%.
  On
        October 5, 2006, we announced the successful completion of drilling in the
        first
        prospect, located in Liberty County, Texas. The operators have since decided
        that it is unnecessary to drill the second prospect as the first well will
        be
        sufficient to tap the reserves identified. The pipeline tie-in of the
“Friendswood No. 2 RE” gas well was successfully completed in June 2007.
        The operators are currently examining ways to increase the pressure of the
        flow
        of gas from the well in order to sell gas through the pipeline. Once a steady
        flow has been established, we expect to receive an independent engineering
        report to establish the estimated size and projected cash flow to be generated
        by the well. Based on initial reports, we expect that up to four additional
        wells may be required to obtain maximum flow from the anticipated reserves.
        Century Royalty and its partners are preparing to commence drilling a second
        well near “Friendswood No. 2 RE” in the near future. Timing of work on the
        second well is dependent on satisfaction of “Friendswood No. 2 RE.”
  11
  In
        October 2006, we granted one of the members of the Texas working interest
        partnership the right to drill a well based on the geological seismic data
        that
        Century Royalty holds. In return, we received a 2% carried interest in the
        proposed well until completion, and a 2% working interest thereafter. The
        “Shirley Gay” well was completed in the beginning of March 2007 and is waiting
        for pipeline tie-in. Through June 30, 2007, our expenses related to completion
        of the “Shirley Gay” well total $22,863. Production is expected to commence
        shortly after pipeline tie-in connections are completed. We are currently
        awaiting the completion of an independent engineering report to establish
        the
        estimated size and projected cash flow to be generated by the
        well.
  Our
        management has little practical experience in the oil and gas industry. Our
        management relies to a great extent on the employees of Century Royalty LLC
        to
        monitor and implement strategy with respect to our oil and gas assets. Our
        management’s inexperience may detrimentally affect our operations and results
        because, for example, it could prevent us from taking advantage of opportunities
        that arise on a timely basis or cause us to take actions that a more experienced
        management team might determine are not in our best interests.
  The
        sole
        shareholder of Polystick is RT Sagi Holding Ltd., an Israeli corporation.
        The
        sole stockholder of RT Sagi and indirect owner of Polystick is Mr. Sagi Matza.
        Effective as of the consummation of the Merger, Mr. Matza was appointed to
        our
        board of directors as the designee of Polystick. Polystick has the right
        to
        elect two additional persons to our board of directors but has not yet done
        so.
  Each
        share of Series B convertible preferred stock is convertible at any time
        at the
        holder’s option into a number of shares of common stock equal to $1.00 divided
        by the conversion price then in effect. The terms upon which the Series B
        convertible preferred stock may be converted into common stock are set forth
        in
        the Certificate of Designations, Preferences and Rights of Series B Convertible
        Preferred Stock filed by us with the Secretary of State of the State of Delaware
        on July 18, 2003 (“Series B Certificate of Designations”). As of June 30, 2007,
        the Series B convertible preferred stock owned by Polystick was convertible
        into
        1,500,000 shares of common stock.
  No
        dividends are payable on the Series B convertible preferred stock, except
        that
        in the event dividends are declared with respect to the common stock each
        holder
        of shares of Series B convertible preferred stock will be entitled to receive
        an
        amount equal to the amount of dividends that would have been paid on the
        shares
        of common stock issuable upon conversion of such shares of Series B convertible
        preferred stock had such shares of Series B convertible preferred stock been
        converted into common stock immediately before the dividend was
        declared.
  Upon
        any
        Liquidation Event, as defined in the Series B Certificate of Designations,
        the
        holders of the outstanding Series B convertible preferred stock will be
        entitled, before any distribution or payment is made to any holder of common
        stock or any other Junior Stock (as defined in the Series B Certificate of
        Designations), to be paid an amount equal to $1.00 per share plus the amount
        of
        any declared and unpaid dividends thereon. If upon any Liquidation Event
        our net
        assets distributable among the holders of the Series B convertible preferred
        stock are insufficient to permit the payment in full of such preferential
        amount
        to the holders of the Series B convertible preferred stock, then our net
        assets
        will be distributed ratably among the holders of the Series B convertible
        preferred stock in proportion to the amounts they otherwise would have been
        entitled to receive.
  The
        Series B Certificate of Designations provides that so long as any shares
        of
        Series B convertible preferred stock are outstanding, we will not, without
        the
        written approval of the holders of at least a majority of the then-outstanding
        Series B convertible preferred stock, increase the maximum number of directors
        constituting our board of directors to more than seven. The Series B Certificate
        of Designations also provides that, so long as any shares of Series B
        convertible preferred stock are outstanding, the holders of the Series B
        convertible preferred stock, voting separately as a class, will be entitled
        to
        designate and elect three of the members of our board of directors. Also,
        a
        vacancy in any directorship elected by the holders of the Series B convertible
        preferred stock may be filled only by vote or written consent of the holders
        of
        at least a majority of the then outstanding shares of Series B convertible
        preferred stock. The Series B convertible preferred stock has no other voting
        rights except as provided by applicable law.
  12
  In
        connection with and as a condition to consummation of the merger in July
        2003,
        we redeemed all of our outstanding Series A convertible preferred stock,
        par
        value $0.001 per share, for $400,001 plus dividends payable. We paid $263,801
        of
        the redemption price in cash and $200,000 by a promissory note secured by
        a lien
        on all of our assets.
  In
        June
        2001, we sublet to Nekema.com our former offices in Jersey City, New Jersey
        through December 31, 2008. The rent on the sublease was guaranteed by Lumbermens
        Mutual Casualty Company, d/b/a Kemper Insurance Company,
        until May 2003. In September 2002 Nekema ceased business operations and
        defaulted on the sublease. Kemper Insurance Company made all payments of
        rent
        due under the sublease through May 2003. We ceased paying rent under the
        lease
        for this space in July 2003. On May 5, 2004, we filed a proof of claim against
        Nekema’s estate in the United States Bankruptcy Court for the Southern District
        of New York. The proof of claim was for the total sum of $421,455 as permitted
        by law and the court approved a settlement of $363,049. On November 15, 2005,
        the trustee in the bankruptcy filed a notice of filing of final accounts.
        On
        February 15, 2006, we received $22,301 in settlement of our
        claim.
  On
        January 3, 2006, we entered into a Termination, Settlement and Release Agreement
        with 116 Newark Avenue Corporation (“116 Newark”), dated as of November 30,
        2005, pursuant to which we agreed to terminate the lease for our former offices
        in Jersey City, New Jersey. Under the terms of the agreement, we paid 116
        Newark
        $70,000 in cash, issued a promissory note in the principal amount of $356,249
        and 200,000 shares of Series C preferred stock to 116 Newark and reimbursed
        116
        Newark for $10,000 of its legal fees. The promissory note matures on November
        29, 2007 and bears interest at a rate of 7% per annum. Payment and performance
        under the promissory note has been guaranteed by Polystick U.S. Corporation
        and
        secured by a pledge agreement between Polystick and 116 Newark pursuant to
        which
        Polystick has pledged 356,249 shares of our Series B Preferred Stock that
        it
        holds to 116 Newark.
  Each
        share of Series C preferred stock is convertible at any time into a number
        of
        shares of common stock equal to $1.00 divided by the conversion rate then
        in
        effect. The terms upon which the Series C convertible preferred stock may
        be
        converted into common stock are set forth in the Certificate of Designations,
        Preferences and Rights of Series C Convertible Preferred Stock filed by us
        with
        the Secretary of State of the State of Delaware on January 3, 2006 (“Series C
        Certificate of Designations”). As of June 30, 2007, the Series C convertible
        preferred stock owned by 116 Newark was convertible into 200,000 shares of
        common stock.
  No
        dividends are payable on the Series C convertible preferred stock.
  Upon
        any
        Liquidation Event, as defined in the Series C Certificate of Designations,
        the
        holders of the outstanding Series C convertible preferred stock will be
        entitled, before any distribution or payment is made to any holder of common
        stock or any other Junior Stock (as defined in the Series C Certificate of
        Designations), to be paid an amount equal to $1.00 per share. If upon any
        Liquidation Event our net assets distributable among the holders of the Series
        C
        convertible preferred stock are insufficient to permit the payment in full
        of
        such preferential amount to the holders of the Series C convertible preferred
        stock, then our net assets will be distributed ratably among the holders
        of the
        Series C convertible preferred stock in proportion to the amounts they otherwise
        would have been entitled to receive.
  The
        Series C Certificate of Designations provides that so long as any shares
        of
        Series C convertible preferred stock are outstanding, we will not, without
        the
        written approval of the holders of at least a majority of the then-outstanding
        Series C convertible preferred stock, (i) issue any additional shares of
        Series
        C convertible preferred stock, or (ii) issue any Senior Stock or Parity Stock
        (as such terms are defined in the Series C Certificate of Designations),
        unless
        such Senior Stock or Parity Stock is to be issued in exchange for (A) cash
        or
        services rendered or to be rendered by parties who are not our Affiliates
        (as
        defined in the Series C Certificate of Designations), in either case having
        a
        value greater than the aggregate liquidation preference of such Senior Stock
        or
        Parity Stock, or (B) equity securities or assets of one or more businesses
        that
        are not our Affiliates, in either case having a value that is equal to or
        greater than the aggregate liquidation preference of such Senior Stock or
        Parity
        Stock. The Series C convertible preferred stock has no other voting rights
        except as provided by applicable law.
  13
  **Results
        of Operations**
  Three
        months ended June 30, 2007 compared to three months ended June 30,
        2006
  Revenues:
        Revenues for the quarter increased by $136,793, or 201%, to $204,969 in 2007
        from $68,176 in 2006. This increase was due to the increase in production
        in the
        Louisiana well.
 
 General
        and administrative: General and administrative expenses consist primarily
        of
        payroll and payroll related expenses for administrative, information technology,
        accounting, and management personnel, legal fees, depletion and general
        corporate expenses. General and administrative expenses increased by $22,105,
        or
        20.6%, to $129,402 in the quarter ended June 30, 2007 from $107,297 in the
        quarter ended June 30, 2006, primarily as a result of the increase in
        depletion.
  Interest
        expense: Interest expense for the quarter ended June 30, 2007 was unchanged
        from
        the corresponding period of the preceding year, and amounted to $14,234.
  Net
        Income (loss): Income from operations increased by $114,688 from a loss of
        $53,355 in the second quarter of 2006, or ($0.01) per basic and diluted common
        share, to income of $61,333 in the second quarter of 2007, or $0.01 per basic
        and diluted common share.
  Six
        months ended June 30, 2006 compared to six months ended June 30,
        2005
  Revenues:
        Revenues for the period increased by $292,925, or 471%, to $355,112 in 2007
        from
        $62,187 in 2006. This increase was due to an increase in production from
        the
        Louisiana well.
  General
        and administrative: General and administrative expenses consist primarily
        of
        payroll and payroll related expenses for administrative, information technology,
        accounting, and management personnel, legal fees, depletion and general
        corporate expenses. General and administrative expenses increased by $48,527,
        or
        25%, to $241,556 in the six months ended June 30, 2007 from $193,029 in the
        six
        months ended June 30, 2006, primarily as a result of the increase in
        depletion.
  Interest
        expense: Interest expense for the six months ended June 30, 2007 was unchanged
        from the corresponding period of the prior year, and amounted to
        $28,469.
  Net
        Income (loss): Income from operations increased by $244,398 from a loss of
         $159,311 in the first six months of 2006, or ($0.02) per basic and diluted
        common share, to income of $85,087 in the first six months of 2007, or $0.01
        per
        basic and diluted common share.
  **Liquidity
        and Capital Resources**
  Net
        cash
        provided by operations decreased by $171,421, from $346,406 for the six months
        ended June 30, 2006, to $174,985 for the six months ended June 30, 2007.
        The
        decrease in net cash provided by operations was primarily due to decrease
        in
        accounts receivable and accounts payable and other current liabilities, offset
        by increase in net income.
  Net
        cash used in investing activities during the six months ended June 30,
        2007, was $22,813, as compared to $77,852 in the corresponding period of
        the
        prior year. The Company has invested less in additional oil and gas retesting
        in
        2007 as compared to 2006.
  14
  Net
        cash used in financing activities during the six months ended June 30,
        2007, was $0 compared to $200,000 for the same period in the prior year.
        This is
        attributable to a payment made on a note payable in the six months
        ended June 30, 2006.
  In
        2003,
        we issued to Polystick 4,500,000 shares of common stock and 1,500,000 shares
        of
        Series B convertible preferred stock valued at $2,625,000 to acquire assets
        in a
        non-cash transaction.
  On
        February 11, 2004, we borrowed $25,000 from Brooks Station Holdings, Inc.,
        a
        private investment corporation (“Brooks Station”). In partial consideration for
        the loan, we issued 100,000 shares of common stock to Brooks Station. On
        March 18, 2004, we borrowed another $25,000 from Brooks Station and in
        partial consideration for the loan issued another 100,000 shares of common
        stock
        to Brooks Station. Each loan was evidenced by a promissory note bearing interest
        at 8% per annum secured by a lien on all of our assets. On September 20,
        2004,
        we negotiated an extension of the maturity of the notes from their original
        maturity date of September 1, 2004 to March 1, 2005. On March 10, 2005, we
        repaid the note issued on February 11, 2004 and negotiated an extension of
        the
        maturity of the note dated March 18, 2004 to September 1, 2005. We also extended
        to the same date the maturity of an 8% secured promissory note we issued
        to
        Brooks Station on July 21, 2003 in the principal amount of $200,000. On August
        31, 2005, we repaid the March 18, 2004 note and negotiated an extension of
        the
        maturity date of the July 21, 2003 note to March 1, 2006. On March 20, 2006,
        we
        repaid $20,000 of the accrued and unpaid interest on the July 21, 2003 note
        and
        negotiated an extension of the maturity date of the note to September 1,
        2006.
        On September 20, 2006, we negotiated an extension of the maturity date of
        the
        note to March 1, 2007. On March 1, 2007, we negotiated an extension of the
        maturity date of the note to September 1, 2007.
  On
        May
        11, 2004, we sold a convertible promissory note in the principal amount of
        $200,000 and a warrant to purchase up to 1,142,857 shares of our common stock
        at
        a price of $.70 per share to D. Emerald Investments Ltd., a private investment
        corporation (“Emerald”). The note bears interest at the rate of 8% per annum and
        is convertible into shares of our common stock at a price of $.70 per share.
        The
        aggregate purchase price of these securities was $200,000. In connection
        with
        the sale of these securities we agreed that if Emerald exercises the warrant
        in
        full and converts the convertible note in full, then, at Emerald’s request, we
        will appoint a person designated by Emerald to our Board of Directors and,
        in
        addition, for so long as Emerald holds at least eighty-five percent (85%)
        of the
        common stock issued upon such exercise and conversion, we will nominate such
        person (or a different person designated by Emerald) to be reelected to the
        Board of Directors in connection with any meeting of our stockholders at
        which
        directors are to be elected. We also agreed that within 120 days of the exercise
        of the warrant and/or conversion of the note for an aggregate of at least
        428,572 shares of common stock (subject to adjustment for dilutive events
        as set
        forth in the warrant and the note) we will register all of the shares issuable
        upon conversion of the note and exercise of the warrant under the Securities
        Act
        of 1933. Additionally, we granted Emerald rights to have the shares included
        in
        other registration statements we may file for the public offering of our
        securities for cash proceeds. In 2004, we recorded an expense of $129,000
        for
        the value of the warrants and the conversion feature of the note calculated
        using the Black-Scholes method.
  Our
        principal stockholder, Polystick, entered into a guaranty and a pledge agreement
        with Emerald under which Polystick pledged 200,000 shares of our Series B
        convertible preferred stock as collateral security for the note. Polystick
        also
        entered into a voting agreement with Emerald under which Polystick agreed
        that
        if we fail to fully and timely fulfill our obligations to appoint or nominate
        a
        representative for election to our board of directors, then, at Emerald’s
        request, Polystick will vote its shares of Series B convertible preferred
        stock
        in favor of a nominee designated by Emerald in any election of directors
        occurring during such time and for so long as Emerald holds at least 85%
        of the
        common stock issued upon exercise of the warrant and conversion of the note.
        Polystick also agreed that, provided that Polystick continues to have the
        right
        to designate and elect three directors to our board of directors under the
        terms
        of the Series B convertible preferred stock, any such nominee will count
        as one
        of such directors. Additionally, Polystick agreed to use all its power and
        authority as provided by our by-laws and the Series B convertible preferred
        stock to convene, at Emerald’s request, meetings of stockholders as may be
        necessary to elect Emerald’s nominee to the board of directors.
  On
        July
        3, 2005, we entered into an agreement with Emerald dated as of May 10, 2005,
        pursuant to which we agreed to extend and renew the note and the warrant.
        Under
        the terms of the agreement, the maturity date of the note was extended from
        May
        10, 2006 to May 10, 2007 and Emerald’s right to convert the note and all accrued
        interest on the note into common stock at a price of $.70 per share was extended
        until any time prior to May 10, 2006. The term of the warrant was also extended
        from May 10, 2005 to May 10, 2006.
  15
  On
        July
        11, 2006, we entered into an agreement with Emerald dated as of May 10, 2006,
        pursuant to which we agreed to further extend and renew the note and the
        warrant. Under the terms of the agreement, the maturity date of the note
        was
        extended from May 10, 2007 to January 10, 2008 and Emerald’s right to convert
        the note and all accrued interest on the note into common stock at a price
        of
        $.70 per share was extended until any time prior to May 10, 2007. The term
        of
        the warrant was also extended from May 10, 2006 to May 10, 2007.
  On
        May 7,
        2007, we entered into an agreement with Emerald dated as of May 7, 2007,
        pursuant to which we agreed to further extend and renew the note and the
        warrant. Under the terms of the agreement, the maturity date of the note
        was
        extended from January 10, 2008 to July 10, 2008 and Emerald’s right to convert
        the note and all accrued interest on the note into common stock at a price
        of
        $.70 per share was extended until any time prior to July 10, 2008. The term
        of
        the warrant was also extended from May 10, 2007 to May 10, 2008.
  On
        January 3, 2006, we entered into a Termination, Settlement and Release Agreement
        with 116 Newark Avenue Corporation, dated as of November 30, 2005, pursuant
        to
        which we agreed to terminate the lease for our former offices in Jersey City,
        New Jersey. Under the terms of the agreement, we paid 116 Newark $70,000
        in
        cash, issued a promissory note in the principal amount of $356,249 and 200,000
        shares of Series C preferred stock to 116 Newark and reimbursed 116 Newark
        for
        $10,000 of its legal fees. The promissory note matures on November 29, 2007
        and
        bears interest at a rate of 7% per annum. Payment and performance under the
        promissory note has been guaranteed by Polystick and secured by a pledge
        agreement between Polystick and 116 Newark pursuant to which Polystick has
        pledged 356,249 shares of our Series B Preferred Stock that it holds to 116
        Newark. 116 Newark has the right to include any shares of common stock received
        upon conversion of the Series C preferred stock and upon conversion of the
        pledged shares as part of any registration statement that we may file in
        connection with any public offering of our securities (excluding registration
        statements on Forms S-4 and S-8).
 
 We
        believe that our existing capital resources will enable us to maintain our
        operations at existing levels for at least the next 12 months, assuming that
        we
        can extend the maturities of the notes we issued to Brooks Station, Emerald
        and
        116 Newark beyond the next 12 months. However, it is difficult to project
        our
        capital needs. We cannot assure you that any additional financing or other
        sources of capital will be available to us upon acceptable terms, if at all.
        The
        inability to obtain additional financing, when needed, would have a material
        adverse effect on our business, financial condition and operating
        results.
  **Critical
        Accounting Policies and Use of Estimates**
 The
          Company's discussion and analysis of financial condition and results
          of operations are based on the condensed financial statements. The
          preparation of these financial statements requires the Company to make
          estimates and judgments that affect the amounts reported in them. The Company's
          critical accounting policies and estimates include those related to oil
          and
          natural gas activities, full cost method, proved oil and natural gas reserves,
          depletion reserves, future development and abandonment costs, asset retirement
          obligations, and valuation of investment
          in non-publicly traded companies. The Company bases its estimates
          on historical experience and on various other assumptions that
          management believes to be reasonable under the circumstances. Actual
          results may differ from these estimates under different assumptions or
          conditions. For additional information about the Company's critical accounting
          policies and estimates, see Note 2 to the financial statements included
          in the
          Company's Form 10-KSB for the year ended December 31, 2006. There were
          no
          significant changes in critical accounting policies and estimates during
          the
          three months ended June 30,
          2007.
  New
          accounting pronouncements and the Company's assessment of their
          impact on the financial statements are disclosed in Note 3 to the notes
          to
          consolidated financial statements contained herein.
   16
  **Item
        3. Controls and Procedures**
  We
        performed an evaluation under the supervision and with the participation
        of our
        management, including our chief executive and chief financial officer, of
        the
        effectiveness of our disclosure controls and procedures (as defined in Rules
        13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended)
        as of June 30, 2007. A control system, no matter how well designed and operated,
        can provide only reasonable, not absolute, assurance that it will detect
        or
        uncover failures within our company to disclose material information otherwise
        required to be set forth in our periodic reports. Following the evaluation
        described above, our management, including our chief executive and chief
        financial officer, concluded that based on the evaluation our disclosure
        controls and procedures were effective at that time.
  There
        has
        been no change in our internal control over financial reporting (as defined
        in
        Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934,
        as
        amended) that occurred in the quarter ended June 30, 2007, that has materially
        affected, or is reasonably likely to materially affect, our internal control
        over financial reporting.
 
 19
 
 **PART
        II. OTHER INFORMATION**
  **Item
        6. Exhibits**
  
 Exhibit
                  No.
              
              Description31.1
              
              Certification
                  of Chief Executive and Financial Officer pursuant to Section 302
                  of the
                  Sarbanes-Oxley Act of 200232.1
              
              Certification
                  of Chief Executive and Financial Officer pursuant to Section 906
                  of the
                  Sarbanes-Oxley Act of 2002
 
 20
 
 **SIGNATURES**
  In
        accordance with the requirements of the Exchange Act, the registrant has
        duly
        caused this report to be signed on its behalf by the undersigned, thereunto
        duly
        authorized.
 Date:
                  August 14, 2007
              By:
              /s/
                Gilad GatGilad
                  GatChief
                  Executive Officer(principal
                  executive officer)Chief
                  Financial Officer(principal
                  financial and accounting
                  officer)
 21
 
 **EXHIBIT
        INDEX**
 
 Exhibit
                  No.
              
              Description31.1
              
              Certification
                  of Chief Executive and Financial Officer pursuant to Section 302
                  of the
                  Sarbanes-Oxley Act of 200232.1
              
              Certification
                  of Chief Executive and Financial Officer pursuant to Section 906
                  of the
                  Sarbanes-Oxley Act of 2002
  22