FORM 10-QSB/A

                       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 June 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 August 13, 2002 was 2,640,090 shares, excluding 168,600
shares of our common stock held in Treasury.


      The Registrant hereby amends the following items, financial statements,
exhibits or other portions of its Quarterly Report on Form 10-QSB for the
quarterly period ended June 30, 2002, as set forth in the pages attached hereto:

PART I. FINANCIAL INFORMATION

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


PART II. OTHER INFORMATION

Item 6.  Exhibits and Reports on Form 8-K

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PART I. FINANCIAL INFORMATION

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 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.

    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. We have been informally advised of
potential difficulties with Nekema.com. The rent for the sublet is guaranteed
through May 2003. If Nekema.com defaults on the sublease and becomes insolvent,
after May 2003 we would have to obtain another tenant and would have to absorb
the cost of the lease.

    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 whether or not there is any way we can realize material value from
these investments.


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Results of Operations

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

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 74%, or $585,253 to $200,747 in the second quarter of 2002 from
$786,000 in the second quarter of 2001. The decrease from the prior period was
primarily due to expenses related to the management transition that occurred in
2001, including $250,000 in severance payments and $167,000 in commissions
related to the brokerage of the Company's sublease in 2001.

Interest income, net: Interest income decreased $21,944 to $5,056 in the second
quarter of 2002 from $27,000 in the second quarter of 2001. The decrease was
primarily the result of a decrease in average cash and cash equivalents.

Net Losses: Net loss decreased by $1,181,072 from $1,316,000 in the second
quarter of 2001, or ($0.73) per basic and diluted common share, to $134,928 in
the second quarter of 2002, or ($0.07) per basic and diluted common share. The
decrease is due to the above described decrease in general and administrative
expenses and the writedown of investments in 2001 totaling $585,000.

Six Months Ended June 30, 2002 compared to Six Months Ended June 30, 2001.

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 69%, or $771,838 to $351,162 in the first six months of 2002 from
$1,123,000 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 $50,072 to $9,928 in the first
six months of 2002 from $60,000 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 $2,090,158 from $2,320,000 in the first six
months of 2001, or ($1.27) per basic and diluted common share, to $229,842 in
the same period of 2002, or ($0.12) per basic and diluted common share. The
decreased loss was primarily due to no additional writedown of the Company's
investments in its incubator stocks, which resulted in a six month charge to
operations of $1,285,000 in 2001, as well as the decrease in general and
administrative expenses.

Liquidity and Capital Resources

Net cash used in operations decreased by 80%, or $850,373 to $213,627 for the
six months ended June 30, 2002, from $1,064,000 for the six months ended June
30, 2001, primarily as a result of a reduction in our overall activity. Current
assets other than cash increased by $67,249 from $25,000 at December 31, 2001,


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<PAGE>

to $92,249 at June 30, 2002, reflecting an increase in prepaid insurance
premiums, due to higher premiums, and oil and gas revenue receivable. Accounts
payable and dividends payable increased by $50,230 due to the accrual of the
first half of the preferred stock dividend and the payables related to insurance
premiums and the management agreement.

Net cash used in investing activities increased by $550,000 due to the purchase
of oil and gas wells in 2002.

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



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PART II.    OTHER INFORMATION

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.

      99.2   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 June 5, 2002, we filed a report on Form 8-K announcing the purchase of
     interests in oil and gas wells in Louisiana. We filed an amendment to the
     report on August 12, 2002.




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                                   SIGNATURES


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



Date: August 15, 2002             By: /s/ Gilad Gat


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



Date: August 15, 2002             By: /s/ Harvey Doliner


                                   Harvey Doliner
                                   Chief Financial Officer
                                   (Principal Financial and Accounting Officer)





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