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 March 31, 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, Connecticut    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 May 13, 2002 was 1,790,090 shares, excluding 168,600
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 Sheet                                        2

            Consolidated Statements of Operations for the
            Three Months ended March 31, 2002 and 2001                        3

            Consolidated Statements of Cash Flows for the
            Three Months ended March 31, 2002 and 2001                        4

            Notes to Consolidated Financial Statements                        5

Item 2.     Management's Discussion and Analysis of Financial Condition
            and Results of Operations                                         7

PART II.    OTHER INFORMATION

Item 6.     Exhibits and Reports on Form 8-K                                 10

SIGNATURES                                                                   11







PART I. FINANCIAL INFORMATION

Item 1. - Financial Statements

                           GSV, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEET
                                 March 31, 2002






         ASSETS
Current Assets:
     Cash and cash equivalents                                      $ 1,235,740
                                                                 --------------
       Total current assets                                           1,235,740
Investments                                                             115,000
Property and equipment, net                                             327,905
Other assets                                                             35,599
                                                                 --------------

       Total assets                                                 $ 1,714,244
                                                                 ==============

       LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
     Accounts payable                                               $    63,270
     Tenant security deposit                                             51,250
     Dividends payable                                                   40,800
                                                                 --------------
       Total current liabilities                                        155,320
                                                                 --------------

       Total liabilities                                                155,320
                                                                 --------------

Stockholders' equity:
     12% Series A Preferred stock, $.001 par
       value; 636,365 shares authorized;
       363,637 shares issued and outstanding                           380,000
     Common stock, $.001 par value; 75,000,000
       shares authorized; 1,958,690 issued;
       1,790,090 outstanding                                             1,959
     Additional paid-in capital                                     38,009,029
     Treasury stock                                                  (558,998)
     Accumulated deficit                                          (36,273,066)
                                                               --------------
       Total stockholders' equity                                   1,558,924
                                                               --------------

       Total liabilities and stockholders' equity                 $ 1,714,244
                                                               ==============



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



                                        2






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





                                               Three Months Ended March 31,
                                        -----------------------------------
                                                2002                2001
                                        ---------------     ---------------

Sublease income                            $     50,629       $          --

Operating expenses:
     General and administrative                 150,415           1,031,000
                                        ---------------     ---------------
       Total operating expenses                 150,415           1,031,000
                                        ---------------     ---------------
Loss from operations before
       interest income                         (99,786)         (1,031,000)
Interest income, net                              4,872              33,000
                                        ---------------     ---------------
Loss from operations                           (94,914)           (998,000)
                                        ---------------     ---------------
Net loss                                   $   (94,914)       $   (998,000)
                                        ===============     ===============

Basic and diluted net loss
         per common share:
  Loss per common share from operations      $   (0.05)          $   (0.55)
                                        ===============     ===============

Weighted average common shares outstanding,
basic and diluted                             1,790,090           1,823,000
                                        ===============     ===============


    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)




                                               Three Months Ended March 31,
                                        -----------------------------------
                                                   2002                2001
                                        ----------------    ---------------

Cash flows from operating activities:
   Net loss                                $    (94,914)      $   (998,000)
   Adjustments to reconcile
   net loss to net cash from
   operating activities:
       Depreciation                               16,617             15,000
       Writedown of securities held for sale          --            700,000
       Increase (decrease) in cash from changes in:
          Prepaid expenses and other              25,000             58,000
          Other assets                                --              6,000
          Accounts payable                       (23,306)          (114,000)
          Deferred rent                               --            (42,000)
                                         ----------------    ---------------
               Net cash from
               operating activities              (76,603)          (375,000)
                                         ----------------    ---------------

Cash flows from investing activities:

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

               Net decrease in cash              (76,603)           (40,000)

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

Cash and cash equivalents,
      end of period                           $ 1,235,740        $ 2,293,000
                                         ================    ===============


    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
the managing of the Company's existing real estate activities and the  entering
into of new business operations through an acquisition or merger.  The  Company
has  reviewed  a number of opportunities but the Company has not yet  completed
a transaction.

    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.

    The information presented as of March 31, 2002  and  for  the   three-month
periods  ending March 31, 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  March 31,  2002, the  results  of  its
operations  fo r the three-month  periods ended March 31, 2002 and 2001 and its
cash  flows  for the three-month  periods ended  March 31, 2002 and  2001.  The
consolidated f inancial statements included herein have been  prepared  without
audit  pursuant  to the rules  and regulations of the Securities  and  Exchange
Commission.  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.  Results  of  operations
for  the period ended March 31, 2001 have been reclassified to conform  to  the
current period presentation.



                                        5


2.       Investments

    The  Company  has  investments in  five  Internet-related  companies  which
have  been accounted f or using  the cost  method.  During  the  quarter  ended
March  31, 2002, the  Company recorded  no charge to operations for any further
impairment of these investments.

3.        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 preferred stock dividends  by the
weighted average number of shares of common stock outstanding during the period
as follows:



<table>

                    <c>         <c>         <c>         <c>            <c>       <c>
                                      For the Three Months Ended March 31,
-------------------------------------------------------------------------------
                                     2002                                 2001
      -----------------------------------------------     ----------------------------------
                                               Per                                  Per
                         Loss    Shares        Share       Loss       Shares       Share

Loss from operations  $ (94,914)  1,790,090    $(0.05)   $(998,000)   1,823,000    $(0.55)
Effect of preferred
   stock dividends          --                     --           --                      --
                     ----------  ----------  --------      --------   ----------    -------

Net loss available for common
shareholders         $ (94,914)    1,790,090   $(0.05)   $(4,756,000)  2,138,000    $(2.23)
                ===============  ===========    ======    ===========  =========   ========
</table>


                                        6


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 the managing of our existing real estate
activities  and  the  entering  into  of  new  business  operations  through an
acquisition or merger.  We have reviewed a number of opportunities but we  have
not yet completed a transaction.  A limiting factor has been the pending  class
action litigation brought against the Company.  This class action  lawsuit  was
recently  dismissed  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 will be greatly enhanced.  However, we cannot
assure  you  that  such  business  opportunities  will  be  available  to us on
acceptable terms, or at all.

In June 2001, we sublet to Nekema.com our former  offices in  Jersey City,  New
Jersey through December 31, 2008.  Over the term of the  90-month sublease,  we
will  realize  revenue  for  the sublease, after  commissions of  approximately
$167,000, of approximately $1,503,000.

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 December 31, 2001, our  investments
were valued at  approximately  6.3% of the total  value of our  assets.  We are
presently  investigating  as to whether or not there are any business prospects
through which material value can be realized from our investments.

Prior  to  February  2000,  we were an  online  consumer  and  direct  response
retailer.  In  early February 2000, we announced a change in our core  strategy
to  Internet  incubator  and investment  company  and subsequently  closed  two
operating divisions, Cybershop.com and electronics.net. On August 14, 2000,  we
sold our remaining retailing subsidiary, Tools for Living, to the former owners
of Tools for Living.


                                        7



Results of Operations

Three  Months  Ended  March 31, 2002 compared to Three Months Ended  March  31,
2001.

Sales:  We  sublet our former offices in Jersey City, New Jersey to  Nekema.com
Beginning  in June 2001.  Therefore, there were no sublease  revenues  reported
during the quarter ended March 31, 2001.  We earned $50,629 in sublease  income
during the first quarter of 2002, which includes gross rental revenue offset by
rents paid.

General  and  administrative:   General  and  administrative  expenses  consist
primarily of payroll  and  payroll  related  expenses  for  administrative  and
management personnel, legal fees, and general corporate expenses.  General  and
administrative  expenses decreased by 85% or $880,585 to $150,415 in the  first
quarter  of 2002  from $1,031,000  in the  first quarter of 2001.  General  and
administrative  expenses in  the prior  period  reflect both general  corporate
overhead,  as  well  as  a  $700,000  write  down  of  the  Company's  internet
investments.

Interest income, net: Interest income decreased $28,128 to $4,872 in the  first
Quarter  of 2002 from $33,000  in the first  quarter of 2002.  The decrease  is
Primarily  the  result of a decrease in average cash and cash  equivalents,  as
well as a decrease in interest rates.

Net  Losses:  Loss from operations  decreased by $903,086 from $998,000  in the
First  quarter  of 2001,  or ($0.55)  per basic  and diluted  common share,  to
$94,914  in the first quarter of 2002, or ($0.05) per basic and diluted  common
share.

Liquidity and Capital Resources

Net cash used in operations was $76,603 and $375,000 for the three months ended
March 31, 2002 and 2001, respectively, primarily as a result of a reduction  in
our overall activity.  Current assets other than cash decreased $17,890 in  the
first quarter of 2002from $17,890 at March 31, 2001, to zero at March 31, 2002,
reflecting  the  change in business focus resulting in lower levels of  prepaid
insurance.

Net cash provided by financing activities during the first three months of 2002
was  $0 as  compared to $335,000 in the same period of the prior year.  Sources
of  cash  during  the  first quarter 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 thirty-three  months.  The
Sufficiency  of  the 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.


                                        8


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.


Litigation

In  March and April 2000,  twelve  purported  class  actions  entitled  Ames v.
Cybershop, Ezeir v.  Cybershop, Fuechtman v. Cybershop,  Kaufman v.  Cybershop,
Goldenberg  v. Cybershop, Marino v. Cybershop, Waldarman v. Cybershop,  Page v.
Cybershop, Young v. Cybershop, Johnson v. Cybershop, Hitzing v. Cybershop,  and
Gerber v. Cybershop  were  filed  in  the  United States District Court for the
District  of New  Jersey  against   GSV and certain of its current  and  former
officers and directors.  On April 25, 2001, lead counsel for the plaintiffs was
designated and an amended complaint was  filed.  On May 18, 2001, a  motion  to
dismiss  was filed on behalf of the Company and all other defendants, and March
18, 2002,  the  United  States  District Court for the  District of New  Jersey
dismissed,  with prejudice, the consolidated class action complaint.  No appeal
was taken and the time to appeal has expired.





                                       9




PART II.    OTHER INFORMATION

Item 6. Exhibits and Reports on Form 8-K


(a)  Exhibits - None

(b)  Reports on Form 8-K

     On March 22, 2002, we filed a report  on Form 8-K  announcing  the
     dismissal, with prejudice, of a consolidated class action  lawsuit
     alleging violation of the federal securities laws by GSV and three
     of its former officers and directors.




                                       10





                                  SIGNATURES

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


Date: May 14, 2002             By: /s/ Gilad Gat

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


Date: May 14, 2002             By: /s/
                                   Harvey Doliner
                                   Chief Financial Officer
                                   (Principal Financial and Accounting Officer)




                                       11