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

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

                  For the quarterly period ended June 30, 2004


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

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

                                  (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  Exchange  Act during the past 12 months (or for such shorter
period  that the issuer was  required  to file such  reports),  and (2) has been
subject to such filing requirement for the past 90 days. Yes  X  No
                                                             ---    ---

The number of shares of the issuer's  common  stock,  par value $.001 per share,
outstanding  on August 5, 2004 was 7,472,703  shares,  excluding  168,592 shares
held in Treasury.

Transitional Small Business Disclosure Format (check one): Yes      No  X
                                                               ---     ---
<PAGE>
                           GSV, INC. AND SUBSIDIARIES

                              INDEX TO FORM 10-QSB

                                                                        Page
                                                                       Number
                                                                       ------

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements:

        Consolidated Balance Sheet (unaudited)                           3

        Consolidated Statements of Operations for the
        Three and Six Months ended June 30, 2004 and 2003
        (unaudited)                                                      4

        Consolidated Statements of Cash Flows for the
        Six Months ended June 30, 2004 and 2003 (unaudited)             6

        Notes to Consolidated Financial Statements                      7

Item 2. Management's Discussion and Analysis of Financial
        Condition and Results of Operations                            11

Item 3. Controls and Procedures                                        15

PART II.  OTHER INFORMATION                                            16

Item 2.   Changes in Securities                                        16

Item 6.   Exhibits and Reports on Form 8-K                             16

SIGNATURES                                                             17


                                      -2-
<PAGE>
                          PART I. FINANCIAL INFORMATION

Item 1. - Financial Statements

                           GSV, Inc. and Subsidiaries
                           CONSOLIDATED BALANCE SHEET
                                  June 30, 2004

        ASSETS
CURRENT ASSETS
   Cash and cash equivalents                                    $      139,851
   Accounts receivable and other current assets                         26,144
                                                                ---------------

           Total current assets                                        165,995

   Investments                                                          50,000
   Other long-term assets - geologic studies                         2,316,721
   Investments - oil & gas wells, net                                  491,287
   Property and equipment, net                                           5,170
   Other assets                                                          8,375
                                                                ---------------
           Total assets                                         $    3,037,548
                                                                ===============

        LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
   Accounts payable                                             $      390,806
   Note payable                                                        450,000
                                                                ---------------

           Total current liabilities                                   840,806
                                                                ---------------

           Total liabilities                                           840,806
                                                                ---------------

STOCKHOLDERS' EQUITY
   Series B Preferred stock, $0.001 par value;
    1,500,000 shares authorized; 1,500,000 shares
    issued and outstanding                                               1,500
   Common stock, $0.001 par value; 75,000,000 shares
     authorized; 7,422,016 issued;
     7,253,416 outstanding                                               7,422
   Additional paid-in capital                                       40,867,897
   Treasury stock                                                     (558,998)
   Accumulated deficit                                             (38,121,079)
                                                                ---------------
           Total stockholders' equity                                2,196,742
                                                                ---------------

           Total liabilities and stockholders' equity           $    3,037,548
                                                                ===============

     The accompanying notes are an integral part of the financial statements


                                      -3-
<PAGE>
                           GSV, Inc. and Subsidiaries
                      CONSOLIDATED STATEMENT OF OPERATIONS
                For the three months ended June 30, 2004 and 2003

<TABLE>
<S>                                                <C>             <C>
                                                      2004             2003
                                                      ----             ----

Sublease income                                    $       -       $    51,637
Oil and gas income                                    27,359            14,078
Other income                                               -                 -
                                                   ----------      ------------
        Total revenues                                27,359            65,715

General and administrative expenses                  169,741           204,747
                                                   ----------      ------------

        Total operating expenses                     169,741           204,747
                                                   ----------      ------------
        Loss from operations before other           (142,382)         (139,032)
        income and expense

        Interest income, net                               5             1,067
        Interest expense                              (4,250)                -
        Gain on sale of investments                        -                 -
                                                   ----------      ------------

        NET LOSS                                   $(146,627)      $   (137,965)
                                                   ==========      ============

Net loss per common share:
Loss per common share from
  operations - basic                               $   (0.02)      $      (0.05)
                                                   ==========      ============

Weighted average common shares
  outstanding, basic                               7,253,416          2,640,090
                                                   ==========      ============
</TABLE>
     The accompanying notes are an integral part of the financial statements


                                      -4-
<PAGE>
                           GSV, Inc. and Subsidiaries
                      CONSOLIDATED STATEMENT OF OPERATIONS
                 For the six months ended June 30, 2004 and 2003

<TABLE>
<S>                                                <C>                  <C>
                                                      2004                  2003
                                                      ----                  ----

Sublease income                                   $        -           $  103,275
Oil and gas income                                    35,090               41,806
Other income                                          14,452                    -
                                                   ----------          -----------

        Total revenues                                49,542              145,081

General and administrative expenses                  298,070              398,222
                                                   ----------          -----------

        Total operating expenses                     298,070              398,222

   Loss from operations before other income
   and expense                                      (248,528)            (253,141)

   Interest income, net                                   30                1,957
   Interest expense                                   (8,500)                   -
   Gain on sale of investments                        16,077                    -
                                                   ----------          -----------

   NET LOSS                                       $ (240,921)          $ (251,184)
                                                   ==========          ===========

Net loss per common share:
Loss per common share from
  operations - basic                              $    (0.03)         $     (0.10)
                                                   ==========          ===========

Weighted average common shares
  outstanding, basic                               7,253,416            2,640,090
                                                   ==========          ===========
</TABLE>
     The accompanying notes are an integral part of the financial statements



                                      -5-
<PAGE>
                           GSV, Inc. and Subsidiaries
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                 For the six months ended June 30, 2004 and 2003

<TABLE>
<S>                                                <C>                  <C>
                                                      2004                  2003
                                                      ----                  ----
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss                                            (240,921)             (251,184)
Adjustments to reconcile net loss to net
cash flows from operating activities:
   Correction of an error                                  -               (28,789)
Depreciation                                           5,204                28,323
Depletion                                             27,346                33,464
Increase (decrease) in cash from changes in:
Account receivable and other current assets           (7,366)               15,436
Other assets                                           4,798                     -
Accounts payable and other current liabilities       148,764                67,455
Tenant security deposit                                    -               (23,320)
                                                    ---------             ---------

        Net cash flows from operating activities     (62,175)             (158,615)

CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of investment - oil & gas wells             (66,384)                    -
                                                    ---------             ---------

        Net cash flows from investing activities     (66,384)                    -

CASH FLOWS FROM FINANCING ACTIVITIES
Increase in notes payable                            250,000                     -
                                                    ---------             ---------

        Net cash flows from financing activities     250,000                     -
                                                    ---------             ---------

        Net  increase (decrease) in cash             121,441              (158,615)

CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR          18,410               598,467
                                                    ---------             ---------

CASH AND CASH EQUIVALENTS, END OF YEAR               139,851               439,852
                                                    =========             ==========
</TABLE>
     The accompanying notes are an integral part of the financial statements



                                      -6-
<PAGE>
                           GSV, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.   Description of the Business and Basis of Presentation

Since July 2003 the business  operations  of GSV,  Inc. and  Subsidiaries  ("the
Company")  have been  focused on managing  existing  investments  in oil and gas
assets and entering into new investments in this industry.

From June 2001 to July 2003 the Company's business  operations included entering
into new  business  operations  through  acquisitions  or mergers  and  managing
existing investments including the Company's oil and gas assets.

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.  The Company has since made  substantial  write downs of its internet
investments to more  accurately  reflect  current market  valuations,  and these
investments  do not represent a significant  asset.  As of June 30, 2004,  these
investments  were  valued  at  approximately  1.6%  of the  total  value  of the
Company's  assets.  The Company received  approximately  $16,000 in January 2004
when one of these  investments,  Fasturn,  Inc., was liquidated.  The Company is
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, 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.  The
consideration  consisted of $550,000 in cash and 850,000 shares of the Company's
common  stock  valued at $0.25  per  share.  These  two  wells  have not met the
Company's  expectations and the Company is presently considering selling them to
the operator of the wells.

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 an interest
in Century Royalty LLC ("Century"), a Texas limited liability company that holds
certain  oil and gas  properties  in Texas plus an  additional  interest  in the
Louisiana properties in which the Company already held an interest. Century also
holds the rights to certain geologic studies.

The information presented as of June 30, 2004 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 June 30,  2004,  the  results  of its
operations  for the three and six month periods ended June 30, 2004 and 2003 and
its cash flows for the three and six month periods ended June 30, 2004 and 2003.
The consolidated financial 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.


                                      -7-
<PAGE>
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, 2003,  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.

2.   Investments

The Company has investments in four internet-related  companies, which have been
accounted  for using the cost method.  During the quarter  ended March 31, 2004,
the Company  recorded a gain to operations of  approximately  $16,000 as a fifth
internet investment, Fasturn, Inc., was liquidated.

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  June 30,  2004 was  $23,906.54.  In the fourth
quarter of 2002, the properties exhibited a marked decrease in the volume of oil
and gas produced.  Based upon an independent  reserve study performed  effective
March  2003,  the  Company  reduced  the  carrying  amount  of its  oil  and gas
properties by approximately $479,000 for the year ended December 31, 2002.

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 is  estimated at $74,000.  The Company  expects to
see an increase in revenues as a result of the re-completion of this well.

As  described  above,  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 share 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 has 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 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.

As a result of the Merger,  the Company  acquired an interest in Century Royalty
LLC  ("Century"),  which holds  certain oil and gas  properties in Texas plus an
additional  interest in the Louisiana  properties in which the Company presently
holds an  interest.  Century also holds the rights to certain  geologic  studies


                                      -8-
<PAGE>
that are included in other long term assets on the  accompanying  balance sheet.
Century  is a member  of a  working  interest  partnership  that has  identified
several  prospects  derived from the geological  studies and is working  towards
drilling these  prospects.  Century 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 has a 20% participation  interest in
all  subsequent  wells  drilled in the first 5 prospects.  For later  prospects,
Century is entitled  to an 80%  participation  interest.  GSV is entitled to the
first $4,168,659 of net income in Century and to 75% of net income thereafter.

3.   Stockholders' Equity

Pursuant to the terms of the asset purchase agreement with Polystick,  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.

On October 31,  2003,  the Company  issued  113,326  share of common  stock to a
consultant  to the Company in exchange  for the  cancellation  of the  Company's
obligation to pay accrued fees aggregating $28,331.

On February 9, 2004, the Company borrowed $25,000 from Brooks Station  Holdings,
Inc.,  a  private  investment   corporation   ("Brooks  Station").   In  partial
consideration for the loan, the Company issued 100,000 shares of common stock to
Brooks  Station.  On March 18, 2004, the Company  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 is evidenced by a promissory
note  bearing  interest at 8% per annum and maturing on September 1, 2004 and is
secured by a lien on all of the Company's assets.

On May 11, 2004, the Company sold a convertible promissory note in the principal
amount of $200,000  and a warrant to purchase up to  1,142,857  shares of 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 the Company agreed that if Emerald
exercises the warrant in full and converts the convertible  note in full,  then,
at Emerald's request, the Company will appoint a person designated by Emerald to
the Company's 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,  nominate  such person (or a  different  person  designated  by
Emerald)  to be  reelected  to the board of  directors  in  connection  with any
meeting of stockholders  at which directors are to be elected.  The Company 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) the
Company will register all of the shares issuable upon conversion of the note and
exercise of the warrant  under the  Securities  Act of 1933.  Additionally,  the
Company granted Emerald rights to have the shares included in other registration
statements  the Company may file for the public  offering of our  securities for
cash proceeds.

The Company's principal  stockholder,  Polystick,  entered into a guaranty and a
pledge  agreement with Emerald under which  Polystick  pledged 200,000 shares of
the Company's  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 the Company fails to fully and timely fulfill its
obligations to appoint or nominate a representative for election to the 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,


                                      -9-
<PAGE>
provided that Polystick continues to have the right to designate and elect three
directors to the  Company's  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 the Company's  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.

4.   Net Loss Per Common Share

Basic 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:

                             6 Months ended June 30
<TABLE>
<S>                     <C>                                             <C>
                                         2004                                           2003
                        --------------------------------------          -------------------------------------
</TABLE>

<TABLE>
<S>                     <C>             <C>             <C>             <C>             <C>             <C>
                                                         Per                                             Per
                         Loss            Shares          Share           Loss            Shares          Share
                        ---------------------------------------         --------------------------------------

Loss from continuing
operations              $ (240,921)     7,253,416       $ (.03)         $(251,184)      2,640,090       $(.10)
Effect of preferred
stock dividends                 --            ---           --
                        -----------     ---------       -------         ----------      ---------       ------
Net loss available
for common
shareholders            $ (240,921)     7,253,416       $ (.03)         $(251,184)      2,640,090        (.10)

                        ===========     =========       =======         =========       =========       ======
</TABLE>



                                      -10-
<PAGE>
     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.  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 our  investments  do not  represent a
significant  asset.  As of June 30,  2004,  these  investments  were  valued  at
approximately  1.6% of the total value of our assets. We received  approximately
$16,000  in  January  2004 when one of these  investments,  Fasturn,  Inc.,  was
liquidated.  We are  continuing  to  investigate  whether  or not  there are any
business  prospects  through  which  material  value  can be  realized  from the
remaining 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").  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 the right of first
refusal, to purchase other oil and gas properties held by Polystick.  On May 20,
2004,  we  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 us is  estimated  at  $74,000.  We expect to see an increase in revenues as a
result of the re-completion of this well.

On July  21,  2003,  we  entered  into an  Agreement  and  Plan of  Merger  with
Polystick,  Cybershop,  L.L.C.,  a New  Jersey  limited  liability  company  and
wholly-owned  subsidiary of GSV, Inc. 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,  L.L.C.  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 L.L.C., an interest in
Century  Royalty LLC, a Texas limited  liability  company that holds certain oil
and gas  properties  in  Texas  plus an  additional  interest  in the  Louisiana
properties  in which we  presently  hold an interest.  Century  Royalty LLC also
holds the rights to certain  geologic  studies.  Due to the existence of certain
revenue  overrides  accruing  to the benefit of  Polystick,  the  operations  of
Century Royalty LLC are included in the accompanying statements of operations.

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 the Company with the Secretary of State of
the State of Delaware on July 18, 2003  ("Certificate of  Designations").  As of
November 1, 2003,  the Series B convertible  preferred  stock owned by Polystick
was convertible into 1,500,000 shares of common stock.


                                      -11-
<PAGE>
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 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 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 the net assets of
GSV, Inc.  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 the entire net
assets of GSV, Inc. 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 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  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.

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.

Off-Balance Sheet Transactions

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  beginning  in July 2003 and
since then have been negotiating  towards a settlement with the landlord.  If we
are unable to negotiate a settlement with the landlord, we will remain obligated
to pay rent on the space  until our lease  expires in December  2008.  The lease
contains  automatic  increases  based upon the consumer  price index.  Estimated
minimum future lease payments, including such increases, aggregate approximately
$902,165.  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 is for the total  sum of  $421,455.15  as  permitted  by law.  We
cannot assure you that we will be able to collect any of this claim.


                                      -12-
<PAGE>
Results of Operations

Three Months Ended June 30, 2004 compared to Three Months Ended June 30, 2003.

Revenues:  Revenues for the quarter  decreased by $52,007 over the corresponding
period of the  preceding  year due to the lower  oil and gas  production  of the
wells in Louisiana  and because we stopped  receiving  rent from the sublease in
New Jersey.  We expect that our results of  operations  in the third  quarter of
2004 will reflect an increase in production  resulting from the expansion of one
of the two wells in  Louisiana,  which  was  completed  on June 10 2004,  as the
operating  company pays gas revenues 60 days after the end of each month and oil
revenues 30 days after the end of each month.

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, and
general corporate  expenses.  General and  administrative  expenses decreased by
17.1%,  or $35,006,  to $169,741 in the second  quarter of 2004 from $204,747 in
the second  quarter of 2003,  primarily as a result of cost cutting  measures we
implemented.

Interest  income,  net:  Interest income decreased by $1,062 to $5 in the second
quarter of 2004 from  $1,067 in the  second  quarter of 2003.  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 increased by $4,417 from $137,965 in the second
quarter of 2003, or ($0.05) per basic and diluted  common share,  to $142,382 in
the second quarter of 2004, or ($0.02) per basic and diluted common share.

Six Months Ended June 30, 2004 compared to Six Months Ended June 30, 2003.

Revenues:  Revenues for the quarter  decreased by $95,539 over the corresponding
period of the  preceding  year due to the lower  oil and gas  production  of the
wells in Louisiana  and because we stopped  receiving  rent from the sublease in
New Jersey.  We expect that our results of  operations  in the third  quarter of
2004 will reflect an increase in production  resulting from the expansion of one
of the two wells in  Louisiana,  which  was  completed  on June 10 2004,  as the
operating  company pays gas revenues 60 days after the end of each month and oil
revenues 30 days after the end of each month.

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, and
general corporate  expenses.  General and  administrative  expenses decreased by
25.15%,  or $100,152,  to $298,070 in the first six months of 2004 from $398,222
in the first six months of 2003,  primarily as a result of cost cutting measures
we implemented.

Interest income,  net:  Interest income decreased $1,927 to $30 in the first six
months of 2004 from  $1,957 in the first six  months of 2003.  The  decrease  is
primarily  the result of a decrease in cash and cash  equivalents,  as well as a
decrease in interest rates.

Net Losses: Loss from operations decreased by $10,263 from $251,184 in the first
six months of 2003, or ($0.10) per basic and diluted  common share,  to $240,921
in the first six months of 2004, or ($0.03) per basic and diluted  common share.
The decrease in the loss per basic and diluted  common share is primarily due to
the increase in the number of weighted average common shares outstanding.


                                      -13-
<PAGE>
Liquidity and Capital Resources

Net cash used in operations decreased by 60.8%, or $96,440, to $62,175 for the
six months ended June 30, 2004,  from $158,615 for the six months ended June 30,
2003,  primarily as a result of the sharp decrease in general and administrative
expenses.

On February 9, 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 is evidenced by a promissory note bearing interest at
8% per annum and  maturing on  September 1, 2004 and is secured by a lien on all
of our  assets.  We are  currently  negotiating  with Brooks  Station  towards a
one-year extension of these notes and the $200,000 note issued to Brooks Station
in July 2003 in  connection  with the  redemption  of the  Series A  convertible
preferred stock.

On May 11, 2004, we sold a two-year 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,  to  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.

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 the
Company's  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.

We believe that our existing  capital  resources  will enable us to maintain our
operations at existing levels for at least the next twelve months.  However,  it
is difficult to project our capital  needs.  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.


                                      -14-
<PAGE>
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,  our  limited  operating
history,  history of losses,  need to raise  additional  capital,  the high risk
nature of our business,  and other risks  described in our Annual Report on Form
10-KSB for the year ended December 31, 2003.

Item 3. Controls and Procedures

Our Chief Executive  Officer and Chief Financial  Officer,  after evaluating 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
(the  "Exchange  Act")) as of the end of the period  covered  by this  quarterly
report (the "Evaluation  Date"),  has concluded that, as of the Evaluation Date,
our  disclosure  controls and procedures  were  effective to provide  reasonable
assurance of the timely  collection,  evaluation  and  disclosure of information
relating  to us that  would  potentially  be  subject  to  disclosure  under the
Exchange Act and the rules and regulations promulgated thereunder. There were no
changes in our internal  control  over  financial  reporting  during the quarter
ended June 30,  2004 that  materially  affected,  or were  reasonably  likely to
materially affect, our internal control over financial reporting.


                                      -15-
<PAGE>
                           PART II. OTHER INFORMATION

Item 2. Changes in Securities

On February 9, 2004, we borrowed $25,000 from Brooks Station  Holdings,  Inc., a
private investment corporation. 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 is
evidenced by a promissory note bearing  interest at 8% per annum and maturing on
September  1, 2004 and is secured by a lien on all of our assets.  The offer and
sale of these securities was exempt from registration  under Section 4(2) of the
Securities Act of 1933, as amended, and Rule 506 of Regulation D thereunder.

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.  The aggregate  purchase price of these  securities was
$200,000. 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  conversion
price of the note and the  exercise  price of the  warrant  are each  subject to
adjustment for stock dividends, stock splits, recapitalizations and the like and
in the event we issue  equity  securities  at a price lower than $.70 per share,
except for common or preferred stock sold for cash proceeds.  The offer and sale
of these  securities  was exempt from  registration  under  Section  4(2) of the
Securities Act of 1933, as amended, and Rule 506 of Regulation D thereunder.

In May 2004 we issued  warrants to purchase  50,000 shares of Common Stock at an
exercise  price of $0.70 per share and a further  150,000  shares at an exercise
price of $1.00 per share to an unaffiliated  consultant in partial consideration
for services to be rendered under a one-year consulting agreement.  The warrants
to purchase 50,000 shares of Common Stock at $0.70 vest upon grant. The warrants
to purchase  150,000 shares at $1.00 per share vest at the rate of 50,000 shares
per quarter.  The warrants expire two years from the date on which the shares in
respect of which they are  issued  vest.  As  additional  consideration  for the
consulting  services we also agreed to pay the  consultant a monthly cash fee of
$3,500  and a  monthly  stock  fee of 6,429  shares  of  Common  Stock,  payable
quarterly in arrears,  up to a maximum of 77,148  shares.  On June 15, 2004,  we
issued an  aggregate  of 19,287  shares of  Common  Stock to the  consultant  in
payment of the fee for the first three months of the agreement's term. The offer
and sale of these securities was exempt from registration  under Section 4(2) of
the Securities Act of 1933, as amended, and Rule 506 of Regulation D thereunder.

Item 6. Exhibits and Reports on Form 8-K

(a)  Exhibits -

     31.1 Certification  required  by Rule  13a-14(a)  or  15d-14(a)  under  the
          Securities Exchange Act of 1934.
     32.1 Certification pursuant to 18 U.S.C. Section 1350.

(b)  Reports on Form 8-K

     We filed a report  on Form 8-K on May 14,  2004,  to  report  the sale of a
$200,000 convertible note to a foreign private investor under Item 5.


                                      -16-
<PAGE>
                                   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 13, 2004               By: /s/ Gilad Gat
                                    -------------------------------
                                    Gilad Gat
                                    Chief Executive Officer and President
                                    (Principal Executive Officer)
                                    Chief Financial Officer
                                    (Principal Financial and Accounting Officer)



                                      -17-