FORM 10-QSB
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

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

                For the quarterly period ended September 30, 2002

                                       OR

          / / TRANSITION REPORT PURSUANT TO 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 registrant as specified in its charter)

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

                    191 Post Road West, Westport, CT 06880
               (Address of principal executive offices) (Zip Code)

        Registrant's telephone number, including area code (203) 221-2690

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

                              Yes /x/  No / /

The number of shares of the Registrant's common stock, par value $.001 per
share, outstanding on November 11, 2002 was 2,640,090 shares, excluding 168,592
shares of our common stock held in Treasury.



                           GSV, INC. AND SUBSIDIARIES
                               INDEX TO FORM 10-QSB

                                                                          Page
PART I.  FINANCIAL INFORMATION                                           Number
                                                                         ------

Item 1.  Financial Statements:

         Consolidated Balance Sheets as of September 30, 2002
         (unaudited) and December 31, 2001                                  2

         Consolidated Statements of Operations for the
         Three and Nine Months Ended September 30, 2002
         and 2001 (unaudited)                                               3

         Consolidated Statements of Cash Flows for the
         Nine Months ended September 30, 2002 and 2001 (unaudited)          4

         Notes to Consolidated Financial Statements                         5

Item 2.  Management's Discussion and Analysis of Financial Condition
         and Results of Operations                                          8

Item 3.  Controls and Procedures                                           10

PART II. OTHER INFORMATION

Item 1.  Legal Proceedings                                                 11

Item 2.  Changes in Securities                                             11

Item 6.  Exhibits and Reports on Form 8-K                                  11

SIGNATURES                                                                 12

CERTIFICATIONS                                                             13


PART I. FINANCIAL INFORMATION

Item 1. - Financial Statements

                           GSV, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS



                                                  September 30,    December 31,
                                                      2002              2001
                                                   (Unaudited)
                                                  -------------    ------------

     ASSETS
Current Assets:
     Cash and cash equivalents                   $    569,493      $  1,312,343
     Prepaid expenses and other
            current assets                            113,603            25,000
                                                  ------------      ------------
       Total current assets                           683,096         1,337,343
Investments                                            65,000           115,000
Investments - oil & gas wells, net                    722,303               ---
Property and equipment, net                           294,671           344,522
Other assets                                           35,599            35,599
                                                  ------------      ------------

      Total assets                               $  1,800,669      $  1,832,464
                                                  ============      ============

    LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
     Accounts payable                             $    93,968      $     86,575
     Tenant security deposit                           51,250            51,250
     Dividends payable                                 64,800            40,800
                                                  ------------      ------------
       Total current liabilities                      210,018           178,625
                                                   -----------      ------------

       Total liabilities                              210,018           178,625
                                                  ------------      ------------

Stockholders' equity:
     12% Series A Preferred stock, $0.001
       par value; 636,365 shares authorized;
       363,637 and 363,637 shares issued and
       outstanding, respectively                      380,000           380,000
     Common stock, $0.001 par value; 75,000,000
       shares authorized; 2,808,682 and 1,958,690
       issued, respectively; 2,640,090 and
       1,790,090 outstanding, respectively              2,809             1,959
     Additional paid-in capital                    38,220,679        38,009,029
     Treasury stock                                  (558,998)         (558,998)
     Accumulated deficit                          (36,453,839)      (36,178,151)
                                                  ------------      ------------
       Total stockholders' equity                   1,590,651         1,653,839
                                                  ------------      ------------

       Total liabilities and stockholders' equity $ 1,800,669      $  1,832,464
                                                  ============      ============


   The accompanying notes to the unaudited consolidated financial statements
                 are an integral part of these balance sheets.


                                       2


                           GSV, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)



================================================================================
                    Three Months Ended              Nine Months Ended
                    September 30,                   September 30,
--------------------------------------------------------------------------------
                         2002            2001           2002             2001
                     ------------   ------------    ------------    ------------
Sublease income     $    51,638     $    49,000     $   142,030     $    77,000
Oil and gas income       51,563             ---          96,563             ---
                    ------------     -----------    ------------    ------------
    Total revenues      103,201          49,000         238,593          77,000

Operating expenses:
General and
  administrative        176,078         128,000         527,240       1,251,000
                    ------------     -----------    ------------    ------------
    Total operating
       expenses         176,078         128,000         527,240       1,251,000
Loss from operations
 before other income
 and expense            (72,877)        (79,000)       (288,647)     (1,174,000)
Interest income, net      2,031          15,000          11,959          75,000
Writedown of
  investments           (20,000)            ---         (20,000)     (1,285,000)
Gain on sale             45,000             ---          45,000             ---
                    ------------    ------------    ------------    ------------

Net loss            $   (45,846)    $   (64,000)    $  (251,688)    $(2,384,000)
                    ------------    ------------    ------------    ------------
Preferred stock
  dividend                  ---             ---          24,000             ---
                    ------------    ------------    ------------    ------------
Net loss available
  to common
  shareholders      $   (45,846)    $   (64,000)    $  (275,688)    $(2,384,000)
                    ============    ============    ============    ============

Basic and diluted net
  loss per common share:
 Loss per common share
 from operations    $     (0.02)    $     (0.04)    $     (0.13)    $     (1.32)
                    ============    ============    ============    ============
Weighted average common
 shares outstanding, basic
 and diluted          2,640,090       1,797,000       2,166,830       1,808,000
================================================================================


   The accompanying notes to the unaudited consolidated financial statements
             are an integral part of these consolidated statements.


                                       3


                           GSV, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)



                                                 Nine Months Ended September 30,
                                                 -------------------------------
                                                      2002              2001
                                                 ------------      ------------

Cash flows from operating activities:
   Net loss                                     $   (275,688)     $ (2,384,000)
   Adjustments to reconcile net loss to net
     cash used in operating activities:
       Depreciation                                   49,851            45,000
       Depletion                                      40,197               ---
       Gain on sale of investments                   (45,000)              ---
       Writedown of securities held for sale          20,000         1,285,000
       Increase (decrease) in cash from changes in:
          Prepaid expenses and other                 (88,603)           58,000
          Other assets                                   ---            21,000
          Accounts payable                             7,393          (257,000)
          Deferred rent                                  ---           (42,000)
          Tenant security deposits                       ---            51,000
          Dividends payable                           24,000               ---
                                                  -----------       -----------
            Net cash from operating activities      (267,850)       (1,223,000)
                                                  -----------       -----------

Cash flows from investing activities:
     Purchases of property and equipment                 ---               ---
     Proceeds from sale of investments                75,000               ---
     Purchase of investments - oil & gas wells      (550,000)              ---
                                                  -----------       -----------
            Net cash from investing activities      (475,000)              ---

Cash flows from financing activities:
     Sale of preferred stock, net of costs               ---           380,000
     Purchase of treasury stock                          ---           (45,000)
                                                 ------------      ------------
            Net cash from financing activities           ---           335,000
                                                 ------------      ------------

               Net decrease in cash                 (742,850)         (888,000)

Cash and cash equivalents, beginning of period     1,312,343         2,333,000
                                                 ------------      ------------

Cash and cash equivalents, end of period        $    569,493      $  1,445,000
                                                 ============      ============


   The accompanying notes to the unaudited consolidated financial statements
             are an integral part of these consolidated statements.


                                       4


                           GSV, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

1. Description of the Business and Basis of Presentation


    Commencing in June 2001, GSV, Inc. and Subsidiaries ("the Company") changed
the direction of its business.  The business operations since June 2001 include
entering  into  new  business  operations  through  acquisitions or mergers and
managing existing investments including the recent oil and gas acquisitions.

    Prior  to  June  2001, the Company  had  sought  to  identify  and  develop
attractive  early stage Internet companies in exchange for equity positions  in
such companies. In connection with this activity, the Company made  investments
in Fasturn, Inc., Weema Technologies, Inc., Telephone.com, Inc., MeetChina.com,
Inc., and e-Commerce  Solutions, Inc.  The Company has since  made  substantial
write  downs  of  its investments to  more accurately  reflect  current  market
valuations,  and the  Company's  investments  do not  represent  a  significant
asset.  The  Company  is  presently investigating whether or not there are  any
business  prospects  through  which material  value  can be realized  from  its
investments.

    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.  Corp.,  a  privately  held  New  York  corporation.  The
consideration consisted of $550,000 in cash and 850,000 shares of the Company's
common stock valued at $0.25 per share.  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.

    Concurrent  with  the  asset  purchase  agreement,  the  Company  signed  a
management agreement  with  Polystick  U.S.  Corp. to assist the Company in the
management of its oil and gas  working interests and the development of new oil
and gas activities.  The  agreement is  for one  year with an annual consulting
fee of $150,000, paid in monthly installments.

    The  information presented as of September 30, 2002, and for the nine-month
periods ending September 30, 2002 and 2001, is  unaudited, but, in the  opinion
of management of the Company, the accompanying unaudited consolidated financial
statements  contain  all  adjustments  (consisting  only  of  normal  recurring
adjustments) which the Company considers necessary for the fair presentation of
the Company's financial position as of  September 30, 2002,  the results of its
operations for  the three  and nine-month  periods ended September 30, 2002 and
2001 and its cash flows for the nine-month periods ended September 30, 2002 and
2001. The consolidated financial statements included herein have been  prepared
in   accordance   with   generally  accepted   accounting  principles  and  the
instructions to  Form 10-QSB and  Rule 10-01  of  Regulation  S-X. Accordingly,
certain  information and  footnote disclosures  normally included  in financial
statements prepared in accordance with generally accepted accounting principles
have been condensed or omitted.  These consolidated financial statements should
be  read  in  conjunction  with  the  Company's audited  consolidated financial
statements  and  accompanying  notes for  the  year  ended  December  31, 2001,
included  in  the  Company's  Annual  Report  on Form 10-KSB as filed  with the
Securities and  Exchange  Commission. Certain  prior period  amounts have  been
reclassified to conform to the current period presentation.



                                       5



2. Investments

    The  Company has  made investments  in five internet companies, which  have
been   accounted   for  using  the  cost  method.  During  the  quarter   ended
September 30, 2002, the  Company recorded a charge to operations of $20,000 for
further impairment of these investments. During the quarter ended September 30,
2002, the Company surrendered  600,000 shares of preferred  stock in one of the
internet  companies  in exchange  for $75,000, paid in  three installments, and
358,000  shares of common  stock, representing a 5% ownership  interest in  the
company. A gain of $45,000 was recognized on the surrender.

    As described  above, 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. Depletion
expense for the quarter ended September 30, 2002 was $40,197.

3. Stockholders' Equity

    Pursuant to the terms  of the  Asset Purchase Agreement with Polystick U.S.
Corp. effective June 1, 2002, the Company issued 850,000 shares of common stock
valued  at a  price of $.25 per  share, the closing  price on  May 28, 2002, to
Polystick U.S. Corp.

                                      6


4. Net Loss Per Common Share

    Basic and  diluted net loss per common share is calculated by  dividing net
loss  per common  share after effect  of adjustable  common stock  warrants, as
explained  below, by  the  weighted  average  number of  shares of common stock
outstanding during the period as follows:



                             For the Nine Months Ended September 30,
               ----------------------------------------------------------------
                           2002                               2001
               -------------------------------   ------------------------------
                                      Per                                Per
                                      ---                                ---
                 Loss      Shares     Share       Loss       Shares      Share
               --------   --------   ------      ------      -------     ------

Loss from
 operations $  (251,688) 2,166,830  $(0.12)   $(2,384,000)  1,808,000   $(1.32)
Effect of
 preferred
 stock
 dividends      (24,000)             (0.01)           ---                   --
             ----------  --------- --------    -----------  ---------   -------

Net loss available
 for common shareholders
            $  (275,688) 2,166,830  $(0.13)   $(2,384,000)  1,808,000   $(1.32)
            ============ =========  =======   ============  =========   =======




                                       7



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

Overview

    Commencing in June 2001, we  changed the direction  of  our  business.  The
business  operations since  June include entering into new business  operations
through  acquisitions or  mergers and  managing existing investments  including
the recent  oil and gas acquisitions.  A limiting  factor has been the  pending
class  action litigation brought against the Company. This class action lawsuit
was dismissed in March 2002 with  prejudice subject to  the right of appeal  by
the plaintiffs. This  right of appeal  expired on  April 18, 2002.  We  believe
that because the  litigation  is  no  longer  pending,  our  opportunities  for
completing  successful  business   transactions  have  been  greatly  enhanced.
However, we  cannot assure  you that  such opportunities  will continue  to  be
available to us on acceptable terms.

    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.  Corp.,  a  privately  held  New  York  corporation.  The
consideration consisted of $550,000 in cash and 850,000 shares of the Company's
common stock valued at $0.25 per share.  Additionally, the  Company  acquired a
one-year option, including a right of first  refusal, to purchase other oil and
gas properties held by Polystick U.S. Corp.

    Concurrent  with  the  asset  purchase  agreement,  the  Company  signed  a
management  agreement  with  Polystick  U.S.  Corp. to assist the Company in the
management of its oil and gas  working interests and the development of new oil
and gas activities.  The  agreement is  for one  year with an annual consulting
fee of $150,000, paid in monthly installments.

    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 is  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 has made all payments of rent due under the
sublease through the date of this filing. We are actively seeking a replacement
subtenant for the property. If we are unable to find a subtenant, unless we are
able to negotiate a  settlement with  the landlord we will  be obligated to pay
rent on the space until our lease expires in December 2008.  The aggregate rent
for the period June 2003 through December 2008 is $995,668.

    Prior to June 2001, we had sought to identify and develop attractive  early
stage  internet  companies in exchange for equity positions in such  companies.
In connection with this activity, we made investments in  Fasturn, Inc.,  Weema
Technologies,  Inc.,  Telephone.com, Inc.,  MeetChina.com. Inc. and  e-Commerce
Solutions, Inc.  We have since made substantial write downs of our  investments
to more  accurately reflect current market valuations, and our  investments  do
not represent  a significant asset.  As of September 30, 2002, our  investments
were valued at  approximately  3.6% of the total  value of our  assets.  We are
presently investigating whether or not there is any way we can realize material
value from these investments.




                                        8



Results of Operations

Three  Months   Ended  September  30, 2002  compared  to  Three   Months  Ended
September 30, 2001.

Revenues:  Revenues for the quarter increased by $54,201 over the corresponding
period  of  the preceding year due to a full quarter of oil and  gas  activity.

General  and  administrative:  General and  administrative  expenses  consisted
primarily   of  payroll  and  payroll  related   expenses  for  administrative,
information technology, accounting, and management personnel, recruiting, legal
fees, and  general  corporate  expenses.  General  and  administrative expenses
increased  by 38%, or $48,078 to $176,078  in the third  quarter of  2002  from
$128,000 in the third  quarter of 2001.  The increase from the prior period was
primarily due to depletion of the investment in oil and gas wells and a $25,000
performance bonus paid to the Chief Executive Officer.

Interest income, net: Interest income decreased $12,969 to $2,031 in  the third
quarter  of 2002 from $15,000 in  the  third quarter of 2001. The  decrease was
primarily the result of a decrease in average cash and cash equivalents.

Net Losses: Net loss decreased by  $18,154 from $64,000 in the third quarter of
2001, or ($0.04) per  basic and diluted  common share, to $45,846 in  the third
quarter of 2002, or ($0.02) per basic and diluted common share. The decrease is
due to revenue from the oil and gas wells offset by the depletion expense.

Nine   Months   Ended  September  30,  2002  compared  to  Nine   Months  Ended
September 30, 2001.

Revenues:  Revenues for the nine months ended September 30, 2002  increased  by
210% or $161,593, to $238,593 in the first nine months of 2002  from $77,000 in
the same period of 2001, due to increased  sublease income  and the addition of
oil and gas activity from June 2002.  During the months of August and September
of  2002,  production  from the  Company's  oil and  gas wells  was lower  than
anticipated as a  result  of  work  being conducted  in the wells  necessitated
by excess water in the wells and from severe weather. The water damage has been
controlled and  the Company has  not recorded any  impairment charge in its oil
and gas reserves beyond that related to production depletion.

General  and  administrative:  General and  administrative  expenses  consisted
primarily   of  payroll  and  payroll  related   expenses  for  administrative,
information technology, accounting, and management personnel, recruiting, legal
fees, and  general  corporate  expenses.  General  and  administrative expenses
decreased  by 58%, or $723,760, to $527,240  in the first  nine months  of 2002
from $1,251,000 in the same period of 2001.  The decrease in the current period
is the result of the scaling back of operations and change in management focus.

Interest income, net: Interest income decreased $63,041 to $11,959 in the first
nine months of 2002  from $75,000 in the same period of 2001.  The decrease  is
primarily the result of a decrease in average cash and cash equivalents.

Net Losses: Net loss  decreased by $2,132,312 from $2,384,000 in the first nine
months of  2001, or ($1.32) per basic  and diluted common share, to $275,688 in
the same  period of 2002, or ($0.13) per basic  and diluted common  share.  The
decreased  loss was  primarily  due to  a smaller  additional writedown  of the
Company's investments in its  incubator stocks, which resulted  in a nine month
charge  to  operations  of $1,285,000  in 2001  versus a  nine month  charge of
$20,000  in  2002, as  well  as  the  decrease  in  general  and administrative
expenses.

Liquidity and Capital Resources

Net cash used  in operations decreased by 78%, or $955,150, to $267,850 for the
nine months ended September 30, 2002, from $1,223,000 for the nine months ended
September  30, 2001,  primarily  as  a  result  of a reduction in  our  overall
activity. Current assets other than  cash increased by $88,603  from $25,000 at
December 31, 2001, to $113,603 at September 30, 2002, reflecting an increase in
prepaid insurance  premiums, due to higher premiums, a receivable for the third
installment  on the  surrender of  preferred  stock  and oil  and  gas  revenue
receivable.  Accounts payable and dividends payable increased by $31,393 due to
the accrual of  the first  half of the 2002  preferred stock  dividend and  the
payables related to insurance premiums and the management agreement.


                                        9



Net cash used in investing activities increased by $475,000 due to the purchase
of  oil  and  gas  wells  in  2002, offset by  the proceeds  received  from the
surrender of the preferred stock.

Net cash provided by financing activities during  the first nine months of 2002
was $0 as  compared to $335,000 in the same  period of the prior year.  Sources
of cash during the first nine months of 2001 were  attributable to  the sale of
preferred  stock, net of repurchases of common stock during the period.

We believe that our existing  capital resources will  enable us to maintain our
operations  at existing  levels for  at least the next twenty-four months.  The
sufficiency of our capital resources is substantially dependent upon our future
acquisitions.  Accordingly,  it is  difficult  to  project  our  capital needs.
However, we will  evaluate potential acquisitions in terms of our then existing
capital resources and the availability of additional  debt or equity financing.
There  can be no  assurance 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.

Forward-Looking Statements:

Some  of  the  statements in this report are  forward-looking  statements  that
involve  risks  and uncertainties.   These forward-looking  statements  include
statements   about  our  plans,  objectives,   expectations,   intentions   and
assumptions that are not statements of historical fact.  You can identify these
statements by the following words:

      - "may"
      - "will"
      - "should"
      - "estimates"
      - "plans"
      - "expects"
      - "believes"
      - "intends"

and  similar expressions.  We cannot guarantee our future results,  performance
or  achievements.  Our  actual results and the timing of corporate  events  may
differ  significantly  from the expectations  discussed in the  forward-looking
statements.  You  are  cautioned  not to place undue reliance on  any  forward-
looking  statements.  Potential  risks and uncertainties that could affect  our
future operating results include, but are not limited to, the risk described in
Exhibit  99.1 to this report, including our limited operating history,  history
of  losses,  need to raise  additional  capital, the high  risk nature  of  our
business  and our  dependence on a few  managed medical groups, as well  as our
ability to protect our intellectual property rights.


Item 3. Controls and Procedures

The  Company's  Chief  Executive  Officer  and  Chief  Financial Officer, after
evaluating   the  effectiveness  of  the   Company's  disclosure  controls  and
procedures  (as defined in Rules 13a-14(c)  and 15d-14(c) under  the Securities
Exchange Act of 1934, as amended) as of a date within 90 days  of the filing of
this quarterly  report (the "Evaluation Date"), has  concluded that, as  of the
Evaluation  Date,  the  Company's  disclosure  controls  and   procedures  were
effective  to  ensure  the  timely  collection,  evaluation  and  disclosure of
information  relating  to  the  Company  that  would  potentially be subject to
disclosure under the Securities Exchange Act of 1934, as amended, and the rules
and regulations promulgated  thereunder.  There were no significant  changes in
the Company's  internal controls  or in other  factors that could significantly
affect the internal controls subsequent to the Evaluation Date.




                                       10




PART II.    OTHER INFORMATION


Item 1. Legal Proceedings

See  the  discussion under  the caption  "Litigation" in  Part 1, Item 2 of the
Company's quarterly report on Form 10-QSB for  the quarter ended March 31, 2002
regarding  certain  class  action  litigation  against  the  Company  that  was
dismissed with prejudice and as to which the time to appeal has expired.

Item 6. Exhibits and Reports on Form 8-K

(a)  Exhibits -
     99.1  Certification  of  Chief  Executive  Officer  and  President  of the
           Company, pursuant to 18 U.S.C. Section 1350, as adopted  pursuant to
           Section 906 of the Sarbanes-Oxley Act of 2002.

(b)  Reports on Form 8-K

     On  October  1, 2002,  we  filed  a  report  on  Form 8-K  announcing  the
     resignations of Harvey A. Doliner from the Board of Directors of GSV, Inc.
     and  as Chief Financial Officer  and  Walter M. Epstein from  the Board of
     Directors of GSV, Inc.



                                       11





                                  SIGNATURES

Pursuant  to  the  requirements of  the Securities Exchange  Act of 1934,  the
Registrant  has  duly  caused this report to be signed on its  behalf  by  the
undersigned hereunto duly authorized.


Date: November 13, 2002    By: /s/ Gilad Gat

                                   Gilad Gat
                                   Chief Executive Officer and President
                                   (Principal Executive Officer)
                                   Chief Financial Officer
                                   (Principal Financial and Accounting Officer)




                                       12

                                CERTIFICATIONS



I, Gilad Gat, certify that:

1. I have reviewed this quarterly report on Form 10-QSB of GSV, Inc.;

2. Based on my knowledge, this  quarterly report  does  not contain  any untrue
statement of a material fact or omit to state a material fact necessary to make
the  statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period  covered by this quarterly
report;

3. Based  on  my  knowledge, the  financial  statements,  and  other  financial
information  included in this  quarterly report, fairly present in all material
respects the financial condition, results of operations  and cash  flows of the
registrant as of, and for, the periods presented in this quarterly report;

4. The  registrant's  other  certifying  officers  and  I  are  responsible for
establishing and maintaining disclosure controls and  procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

   a) designed such disclosure controls and procedures to ensure  that material
information   relating   to   the   registrant,  including   its   consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this quarterly report is being prepared;

   b) evaluated  the effectiveness of  the registrant's disclosure controls and
procedures  as of a date  within  90  days  prior  to the filing  date of  this
quarterly report (the "Evaluation Date"); and

   c) presented   in   this   quarterly   report  our  conclusions   about  the
effectiveness of the disclosure controls and procedures based on our evaluation
as of the Evaluation Date;

5. The registrant's other  certifying  officers and I have  disclosed, based on
our  most  recent  evaluation, to  the  registrant's  auditors  and  the  audit
committee  of registrant's  board  of  directors  (or  persons  performing  the
equivalent functions):

   a) all  significant  deficiencies  in the  design or  operation of  internal
controls  which  could adversely  affect the  registrant's ability  to  record,
process, summarize  and  report  financial  data  and  have identified  for the
registrant's auditors any material weaknesses in internal controls; and

   b) any  fraud, whether  or not material, that  involves management  or other
other  employees  who have  a significant  role in  the  registrant's  internal
controls; and

6. The  registrant's other  certifying officers  and I have  indicated  in this
quarterly report  whether or  not there were  significant  changes  in internal
controls or in other factors that could  significantly affect internal controls
subsequent to the date of our most recent evaluation, including  any corrective
actions with regard to significant deficiencies and material weaknesses.





Date: November 13, 2002                                      By: /s/ Gilad Gat

                                                                     Gilad Gat
                                                       Chief Executive Officer
                                                       Chief Financial Officer


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