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 September 30, 2005

                                       OR

             / / 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)

<TABLE>
<S>                                             <C>
           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)
</TABLE>
Check whether the issuer:  (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or
for such shorter  period that the registrant was required to file such reports),
and (2) has been subject to such filing  requirements  for the past 90 days. Yes
|X| No |_|

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

State the number of shares outstanding of each of the issuer's classes of common
equity,  as of the latest  practicable date: As of November 14, 2005, there were
7,472,703 shares of common stock  outstanding,  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:                                              3

        Consolidated Balance Sheet (unaudited)                             3

        Consolidated Statements of Operations for the
        Three Months and Nine Months ended
        September 30, 2005 and 2004 (unaudited)                            4

        Consolidated Statements of Cash Flows for the
        Nine Months ended September 30, 2005 and 2004 (unaudited)          6

        Notes to Consolidated Financial Statements                         7

Item 2. Management's Discussion and Analysis of Financial
        Condition and Results of Operations                               10

Item 3. Controls and Procedures                                           13

PART II. OTHER INFORMATION                                                14

Item 6. Exhibits                                                          14

SIGNATURES                                                                15


                                       2
<PAGE>
                          PART I. FINANCIAL INFORMATION

Item 1. - Financial Statements

                           GSV, Inc. and Subsidiaries
                           CONSOLIDATED BALANCE SHEET
                               September 30, 2005

<TABLE>
<S>                                                                         <C>
    ASSETS
CURRENT ASSETS
 Cash and cash equivalents                                                  $     269,002
 Accounts receivable and other current assets                                     118,792
                                                                            --------------

      Total current assets                                                        387,794


 Investments                                                                       50,000
 Other long-term assets - geologic studies                                      2,316,721
 Investments - oil & gas wells, net accumulated depletion                          10,001
 Property and equipment, net accumulated depreciation                               6,174
                                                                            --------------
                                                                                2,382,897

      Total assets                                                          $   2,770,691
                                                                            ==============

    LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
 Accounts payable                                                           $     387,218
 Other Current liabilities                                                        132,904
 Accrued Interest                                                                  40,424
                                                                            --------------

      Total current liablities                                                    560,546

 Note payable                                                                     400,000
                                                                            --------------


      Total liablities                                                            960,546


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; 7,472,703 issued;
  7,472,703 outstanding                                                             7,641
 Additional paid-in capital                                                    41,016,185
 Treasury stock                                                                  (558,998)
 Accumulated deficit                                                          (38,656,183)
                                                                            --------------

      Total stockholders' equity                                                1,810,145
                                                                            --------------

      Total liabilities and stockholders' equity                            $   2,770,691
                                                                            ==============
</TABLE>

    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 September 30, 2005 and 2004
<TABLE>
<S>                                                     <C>                                             <C>
                                                                   2005                                             2004
                                                         -------------------------                      -------------------------
Oil and gas income                                          $        150,030                                $         196,908
Other income                                                              --                                            6,609
                                                            ------------------                              ------------------
         Total Revenues                                              150,030                                          203,517

General and administrative expenses                                  208,271                                          243,278
                                                            ------------------                              ------------------
         Total operating expenses                                    208,271                                          243,278

         Loss from operations before other                           (58,241)                                         (39,761)
                     income and expenses

         Interest income, net                                              0                                                4
         Interest expense                                            (26,695)                                          (9,000)
         Writedown of investments                                         --                                               --
         Gain on sale of investments                                      --                                               --
                                                            ------------------                              ------------------
         NET LOSS                                           $        (84,936)                               $         (48,756)
                                                            ==================                              ==================
Net loss per common share:
Loss per common share from
         operations - basic                                 $          (0.01)                               $           (0.01)
                                                            ==================                              ==================

Weighted average common shares
         outstanding, basic                                        7,472,703                                        7,472,703
                                                            ==================                              ==================
</TABLE>

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


                                       4
<PAGE>
                           GSV, Inc. and Subsidiaries
                      CONSOLIDATED STATEMENT OF OPERATIONS
                 For the nine months September 30, 2005 and 2004

<TABLE>
<S>                                                     <C>                                             <C>
                                                                   2005                                             2004
                                                         -------------------------                      -------------------------
Oil and gas income                                       $               482,429                         $              231,998
Other income                                                                  --                                         21,061
                                                               ------------------                             ------------------
          Total Revenues                                                 482,429                                        253,059

General and administrative expenses                                      679,147                                        541,348
                                                               ------------------                             ------------------
          Total operating expenses                                       679,147                                        541,348

          Loss from operations before other
           income and expenses                                          (196,718)                                      (288,289)

          Interest income, net                                                 8                                             34
          Interest expense                                               (44,843)                                       (17,500)
          Writedown of investments                                            --
          Gain on sale of investments                                         --                                         16,077
                                                               ------------------                             ------------------
          NET LOSS                                             $        (241,552)                             $        (289,677)
                                                               ==================                             ==================
Net loss per common share:
Loss per common share from
          operations - basic                                   $           (0.03)                             $           (0.04)
                                                               ==================                             ==================

Weighted average common shares
          outstanding, basic                                           7,472,703                                      7,417,882
                                                               ==================                             ==================
</TABLE>

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


                                       5
<PAGE>
                           GSV, Inc. and Subsidiaries
                      CONSOLIDATED STATEMENT OF CASH FLOWS
                 For the nine months September 30, 2005 and 2004


<TABLE>
<S>                                                     <C>                                             <C>
                                                                   2005                                             2004
                                                         -------------------------                      -------------------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss                                                                (241,552)                                      (292,177)
Adjustments to reconcile net loss to net cash flows
 from operating activities:
Depreciation                                                               2,250                                          1,950
Depletion                                                                282,037                                        153,677
Increase (decrease) in cash from changes in:
Account receivable and other current assets                                7,310                                        (93,378)
Other assets                                                               4,598                                          8,547
Accounts payable and other current liabilities                           104,091                                        126,478
                                                               ------------------                              ------------------
        Net cash flows from operating activities                         158,733                                        (94,875)

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of investment - oil & gas wells                                  (6,954)                                      (109,596)
                                                               ------------------                              ------------------
        Net cash flows from investing activities                          (6,954)                                      (109,596)

CASH FLOWS FROM FINANCING ACTIVITIES
Increase (Decrease) in notes payable                                     (50,000)                                       250,000
                                                               ------------------                              ------------------
        Net cash flows from financing activities                         (50,000)                                       250,000
                                                               ------------------                              ------------------
        Net increase in cash                                             101,779                                         45,529

CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR                             167,223                                         18,410
                                                               ------------------                              ------------------
CASH AND CASH EQUIVALENTS, END OF YEAR                                   269,002                                         63,939
                                                               ==================                              ===================
</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 its subsidiaries  (the
"Company")  have been focused on managing  existing  investments  in oil and gas
assets and  entering  into new  investments  in this  industry.  Currently,  the
Company has been  pursuing  opportunities  in the  alternative  energies  arena,
specifically in the biodiesel sector. From June 2001 to July 2003, the Company's
business operations included managing existing investments and entering into new
business operations through 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.  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 September 30, 2005,
these  investments were valued at  approximately  1.8% of the total value of the
Company's assets. 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.
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  valued at $80,210,  including a right of first  refusal,  to
purchase other oil and gas properties held by Polystick.

On July 21, 2003, the Company  entered into an Agreement and Plan of Merger (the
"Merger  Agreement")  with Polystick,  Cybershop,  L.L.C.,  a New Jersey limited
liability company and wholly-owned subsidiary of the Company ("Merger Sub"), and
Polystick Oil & Gas, Inc., a Delaware corporation and a wholly-owned  subsidiary
of Polystick ("POGI"),  pursuant to which, on the same day, POGI was merged into
Merger Sub (the  "Merger") and in  consideration  thereof the Company  issued to
Polystick  4,500,000  shares of common  stock and  1,500,000  shares of Series B
convertible preferred stock.

As a result of the Merger,  the Company,  through Merger Sub, acquired interests
in certain oil and gas  properties  in Texas and an interest in Century  Royalty
LLC ("Century"),  a Texas limited liability company that manages the oil and gas
properties in Texas, plus an additional interest in the Louisiana  properties in
which the Company  already  held an  interest.  Century 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 Merger Sub are included
in the accompanying statements of operations.

On May 20, 2004, the Company elected to participate in re-completion of one of
the wells in Louisiana. The work was successfully completed on June 10, 2004.
The total cost to the Company was $74,063. The Company has seen an increase in
revenues as a result of the re-completion of this well.

On November 1, 2004, the working interest partnership started work on a re-entry
prospect in Texas. After reaching 6,000 feet and logging, it was determined that
it was not  economical  to compete  the well and it was  decided on  November 8,
2004, to plug and abandon the well.

The  Company's  management  has little  practical  experience in the oil and gas
industry.  Management  relies to a great  extent  on the  employees  of  Century
Royalty LLC to monitor and implement  strategy with respect to the Company's oil
and gas assets. Management's inexperience may detrimentally affect the Company's
operations and results because,  for example,  it could prevent the Company from
taking  advantage  of  opportunities  that arise on a timely  basis or cause the
Company to take actions that a more experienced  management team might determine
are not in the Company's best interests.

The  information  presented as of September 30, 2005 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, 2005, the
results of its operations  for the three and nine month periods ended  September
30, 2005 and 2004 and its cash flows for the three and nine month  periods ended
September 30, 2005 and 2004.  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.  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, 2004,  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.


                                       7
<PAGE>
2.      Investments

The Company has invested in four internet-related companies, which have been
accounted for using the cost method. These investments have been written off
except the investment in Telephone.com, which is valued at $50,000.

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, 2005 was  $76,802.  In the fourth
quarter of 2002, the properties exhibited a marked decrease in the volume of oil
and gas  produced.  On May 20,  2004,  the  Company  elected to  participate  in
re-completion  of one of the  wells in  Louisiana.  The  work  was  successfully
completed  on June 10,  2004.  The total cost to the  Company was  $74,063.  The
Company has seen an increase  in  revenues as a result of the  re-completion  of
this well. An independent reserve study performed effective March 2005 estimates
the total  remaining  reserves  in this  well  including  PDP and  PDNP,  net of
expenses and discounted at 10%, was $778,954.

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.

Following  is a condensed  balance  sheet  showing the fair values of the assets
acquired and the liabilities assumed as of the date of the acquisition:

<TABLE>
                <S>                                <C>


                Current assets                     $   210,784
                Other long-term assets               2,316,721
                Investments - oil & gas wells          219,420
                                                   -----------
                                                     2,746,925
                Current liabilities                   (121,925)
                                                   -----------
                Net assets acquired                $ 2,625,000
                                                   ===========
</TABLE>
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.  The maturity date of the  promissory  note has
been extended to March 1, 2006.

As a result of the Merger, the Company acquired interests in certain oil and gas
properties  in Texas and an interest in Century,  which  manages the 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  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.  The balance of this preference as of September
30, 2005 was $3,700,364.


                                       8
<PAGE>
On November 1, 2004, the working interest partnership started work on a re-entry
prospect in Texas. After reaching 6,000 feet and logging, it was determined that
it was not  economical  to  complete  the well and it was decided on November 8,
2004, to plug and abandon the well.

3.   Stockholders' Equity

There were no changes in  stockholders'  equity  during the three  months  ended
September 30, 2005.

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:

<TABLE>
<S>                      <C>              <C>            <C>             <C>             <C>            <C>
                                                        9 Months ended September 30
                                           2005                                           2004
                          ----------------------------------------       ----------------------------------------
                                                         Per                                            Per
                          Loss            Shares         Share           Loss            Shares         Share
                          ----------------------------------------       ----------------------------------------
Loss from continuing
operations                $ (241,552)      7,472,703     $ (0.03)        $ (289,677)     7,417,882      $   (.04)
Effect of preferred
stock dividends
                          -----------      ---------     --------        -----------     ---------      ---------
Net loss available
for common
shareholders              $ (241,552)      7,472,793     $ (0.03)        $ (289,677)     7,417,882      $   (.04)

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


                                       9
<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. Currently, we have been pursuing opportunities in the alternative
energies  arena,  specifically in the biodiesel  sector.  From June 2001 to July
2003, our business  operations  included  managing our existing  investments and
entering into new business operations through acquisitions or mergers.

Prior to June 2001, we had sought to identify and develop attractive early stage
Internet  companies in exchange for equity positions in such companies.  We have
since made  substantial  write  downs of these  investments  to more  accurately
reflect  current  market  valuations,  and our  investments  do not  represent a
significant  asset. As of September 30, 2005,  these  investments were valued at
approximately  1.8%  of  the  total  value  of  our  assets.  We  are  presently
investigating  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 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.,  interests in
certain oil and gas properties in Texas and an interest in Century  Royalty LLC,
a Texas limited  liability  company that manages 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 11, 2005, the Series B convertible  preferred  stock owned by Polystick
was convertible into 1,500,000 shares of common stock.

No dividends are payable on the Series B  convertible  preferred  stock,  except
that in the event  dividends  are declared with respect to the common stock each
holder of shares of Series B  convertible  preferred  stock will be  entitled to
receive an amount equal to the amount of dividends  that would have been paid on
the shares of common stock  issuable upon  conversion of such shares of Series B
convertible  preferred  stock had such shares of Series B convertible  preferred
stock been  converted  into common  stock  immediately  before the  dividend was
declared.

Upon any Liquidation  Event, as defined in the 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 our net assets
distributable among the holders of the Series B convertible  preferred stock are
insufficient  to permit the payment in full of such  preferential  amount to the
holders of the Series B  convertible  preferred  stock,  then the our net assets
will be  distributed  ratably  among the  holders  of the  Series B  convertible
preferred  stock in  proportion  to the amounts they  otherwise  would have been
entitled to receive.

The 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,


                                       10
<PAGE>
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 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
Preferred  Stock. The Series B 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.

Our management has little practical experience in the oil and gas industry.  Our
management  relies to a great extent on the employees of Century  Royalty LLC to
monitor and  implement  strategy  with  respect to our oil and gas  assets.  Our
management's  inexperience may  detrimentally  affect our operations and results
because, for example, it could prevent us from taking advantage of opportunities
that arise on a timely basis or cause us to take actions that a more experienced
management team might determine are not in our best interests.

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.  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.
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
$700,934.

Results of Operations

Three Months Ended  September 30, 2005 compared to Three Months Ended  September
30, 2004

Revenues:  Revenues  for the  quarter  decreased  by  $53,487  or 26.3% over the
corresponding  period of the preceding  year. This decrease was due primarily to
the impact of Hurricane  Katrina,  because  production in our wells in Louisiana
was  suspended  as a  precautionary  measure for 8 days  beginning on August 30,
2005.

General  and  administrative:   General  and  administrative   expenses  consist
primarily  of  payroll  and  payroll   related   expenses  for   administrative,
information  technology,  accounting,  and  management  personnel,  legal  fees,
depletion and general corporate  expenses.  General and administrative  expenses
decreased by 14.4%,  or $35,007,  to $208,271 in the third  quarter of 2005 from
$243,278 in the third  quarter of 2004,  primarily  as a result of a decrease in
depletion caused by the 8-day suspension of production in our wells in Louisiana
because of Hurricane Katrina.

Interest  expense:  Interest  expense  for  the  quarter  of  $26,695  increased
approximately  200% as compared with $9,000 in the  corresponding  period of the
preceding  year due to a one-time  charge for interest  related to the Company's
unpaid rental obligation to its Jersey City landlord.

Net Losses: Loss from operations  increased by $36,180 from $48,756 in the third
quarter of 2004, or ($0.01) per basic and diluted  common  share,  to $84,936 in
the third quarter of 2005, or ($0.01) per basic and diluted common share.

Nine Months Ended September 30, 2005 compared to Nine Months Ended September 30,
2004.

Revenues:  Revenues for the period increased by $229,370 over the  corresponding
period  of the  preceding  year due  primarily  to the  increase  in  production
resulting  from the  expansion of one of the two wells in  Louisiana,  which was
completed on June 10, 2004.

General  and  administrative:   General  and  administrative   expenses  consist
primarily  of  payroll  and  payroll   related   expenses  for   administrative,
information  technology,  accounting,  and  management  personnel,  legal  fees,
depletion and general corporate  expenses.  General and administrative  expenses
increased by 25.4%,  or  $137,799,  to $679,147 in the first nine months of 2005
from  $541,348  in the  first  nine  months  of 2004,  primarily  as a result of
increase in depletion expense.

Interest income,  net:  Interest  expense  increased to $44,843 as compared with
$17,500 in the preceding year, due to a one-time charge for interest  related to
the Company's unpaid rental obligation to its Jersey City landlord.

Net Losses: Loss from operations decreased by $48,125 from $289,677 in the first
nine months of 2004, or ($0.04) per basic and diluted common share, to $241,552
in the first nine months of 2005, or ($0.03) per basic and diluted common share.


                                       11
<PAGE>
Liquidity and Capital Resources

Net cash provided by operations increased by $253,608, from a deficit of $94,875
for the nine months ended  September  30, 2004,  to a positive  $158,733 for the
nine  months  ended  September  30,  2005.  The  increase  in cash  provided  by
operations was primarily due to the sharp increase in revenues from the wells in
Louisiana  and  a  drop  in  general  and  administrative  expenses  other  than
depletion.

Net cash used in investing activities during the nine months ended September 30,
2005, was $(6,954), as compared to $(109,596) in the corresponding period of the
prior year.

In 2003, we issued to Polystick  4,500,000  shares of common stock and 1,500,000
shares of Series B convertible  preferred  stock valued at $2,625,000 to acquire
assets in a non-cash transaction.

On February 11, 2004, we borrowed $25,000 from Brooks Station Holdings,  Inc., a
private investment corporation ("Brooks Station").  In partial consideration for
the loan, we issued 100,000 shares of common stock to Brooks  Station.  On March
18,  2004,  we  borrowed  another  $25,000  from  Brooks  Station and in partial
consideration  for the loan issued  another  100,000  shares of common  stock to
Brooks Station.  Each loan 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. On September 20, 2004, we negotiated an extension of the maturity
of the notes from their original  maturity date of September 1, 2004 to March 1,
2005.  On March 10,  2005,  we repaid the note issued on  February  11, 2004 and
negotiated  an  extension  of the  maturity  of the note dated March 18, 2004 to
September  1, 2005.  We also  extended  to the same date the  maturity  of an 8%
secured  promissory  note we issued to Brooks  Station  on July 21,  2003 in the
principal  amount of $200,000.  On August 31, 2005, we repaid the March 18, 2004
note and  negotiated an extension of the maturity date of the July 21, 2003 note
to March 1, 2006.

On May 11, 2004, we sold a convertible  promissory note in the principal  amount
of $200,000 and a warrant to purchase up to 1,142,857 shares of our common stock
at a  price  of $.70  per  share  to D.  Emerald  Investments  Ltd.,  a  private
investment  corporation  ("Emerald").  The note bears interest at the rate of 8%
per annum and is convertible  into shares of our common stock at a price of $.70
per share.  The aggregate  purchase price of these  securities was $200,000.  In
connection with the sale of these securities we agreed that if Emerald exercises
the  warrant  in full  and  converts  the  convertible  note in full,  then,  at
Emerald's  request,  we will appoint a person designated by Emerald to our Board
of Directors and, in addition, for so long as Emerald holds at least eighty-five
percent (85%) of the common stock issued upon such exercise and  conversion,  we
will  nominate such person (or a different  person  designated by Emerald) to be
reelected  to the Board of  Directors  in  connection  with any  meeting  of our
stockholders  at which  directors are to be elected.  We also agreed that within
120 days of the  exercise of the warrant  and/or  conversion  of the note for an
aggregate of at least 428,572  shares of common stock (subject to adjustment for
dilutive  events as set forth in the warrant and the note) we will  register all
of the shares  issuable upon  conversion of the note and exercise of the warrant
under the Securities  Act of 1933.  Additionally,  we granted  Emerald rights to
have the shares  included in other  registration  statements we may file for the
public  offering of our  securities  for cash  proceeds.  In 2004, we recorded a
charge  to  operations  of  $129,000  for  the  value  of the  warrants  and the
beneficial conversion feature of the convertible note.

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.

On July 3, 2005,  we entered into an agreement  with Emerald dated as of May 10,
2005 (the "Agreement"), pursuant to which we agreed to extend and renew the note
and the warrant. Under the terms of the Agreement, the maturity date of the note
was extended  from May 10, 2006 to May 10, 2007 and  Emerald's  right to convert
the note and all accrued  interest  on the note into common  stock at a price of
$.70 per share was extended  until any time prior to May 10,  2006.  The term of
the warrant was also extended from May 10, 2005 to May 10, 2006.

We believe that our existing  capital  resources  will enable us to maintain our
operations at existing  levels for at least the next 12 months.  However,  it is
difficult to project our capital needs. We cannot assure you that any additional
financing or other  sources of capital  will be available to us upon  acceptable
terms,  if at all. The inability to obtain  additional  financing,  when needed,
would have a material  adverse effect on our business,  financial  condition and
operating results.


                                       12
<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, 2004.

Item 3. Controls and Procedures

We performed an evaluation  under the supervision and with the  participation of
our management,  including our chief executive and chief financial  officer,  of
the effectiveness of our disclosure controls and procedures (as defined in Rules
13a-15(e) and 15d-15(e)  under the Securities  Exchange Act of 1934, as amended)
as of  September  30, 2005. A control  system,  no matter how well  designed and
operated,  can provide only  reasonable,  not absolute,  assurance  that it will
detect or uncover failures within our company to disclose  material  information
otherwise  required  to be set  forth in our  periodic  reports.  Following  the
evaluation  described above,  our management,  including our chief executive and
chief financial  officer,  concluded that based on the evaluation our disclosure
controls and procedures were operating at the reasonable  effectiveness level at
that time.

There has been no change in our internal  control over  financial  reporting (as
defined in Rules  13a-15(f) and 15d-15(f)  under the Securities  Exchange Act of
1934, as amended) that  occurred in the quarter ended  September 30, 2005,  that
has  materially  affected,  or is reasonably  likely to materially  affect,  our
internal control over financial reporting.


                                       13
<PAGE>
                           PART II. OTHER INFORMATION

Item 6. Exhibits

10.1 Agreement by and between GSV, Inc. and D. Emerald Investments Ltd. dated as
     of May  10,  2005.  (Incorporated  by  reference  to  Exhibit  10.1  to the
     Registrant's Quarterly Report on Form 10-QSB for the quarter ended June 30,
     2005).
10.2 Letter agreement between GSV, Inc. and Brooks Station Holdings,  Inc. dated
     August 31, 2005.
31.1 Certification of Chief Executive and Financial  Officer pursuant to Section
     302 of the Sarbanes-Oxley Act of 2002.
32.1 Certification of Chief Executive and Financial  Officer pursuant to Section
     906 of the Sarbanes-Oxley Act of 2002.


                                       14
<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: November 14, 2005

                            By: /s/ Gilad Gat
                                -------------
                                Gilad Gat
                                Chief Executive Officer and President
                                (principal executive officer)
                                Chief Financial Officer
                                (principal financial and accounting officer)



                                       15