FORM 10-Q
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

|X|          QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934
                FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2000

                                       OR

|_|         TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

              FOR THE TRANSITION PERIOD FROM _________ TO _________

                         COMMISSION FILE NUMBER 0-23901

                                    GSV, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

           DELAWARE                                     13-3979226
--------------------------------            ------------------------------------
(STATE OR OTHER JURISDICTION OF             (I.R.S. EMPLOYER IDENTIFICATION NO.)
 INCORPORATION OR ORGANIZATION)

                    116 NEWARK AVENUE, JERSEY CITY, NJ 07302
               (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)

        REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE (201) 395-0700



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

                                 Yes |X| No |_|

The  number of shares of the  Registrant's  common  stock,  par value  $.001 per
share, outstanding on November 14, 2000 was 1,866,036 shares.

<PAGE>

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

<TABLE>
<CAPTION>
                                                                                                 Page
                                                                                                Number
                                                                                                ------
<S>                                                                                               <C>
PART I.     FINANCIAL INFORMATION

Item 1.     Financial Statements:

            Consolidated Balance Sheets as of September 30, 2000
            (unaudited) and December 31, 1999                                                      2

            Consolidated Statements of Operations for the
            Three and Nine Months Ended September 30, 2000 and 1999 (unaudited)                    3

            Consolidated Statements of Cash Flows for the
            Nine Months ended September 30, 2000 and 1999 (unaudited)                              4

            Notes to Consolidated Financial Statements                                             5

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

PART II.    OTHER INFORMATION

Item 6.     Exhibits and Reports on Form 8-K                                                      13

SIGNATURES                                                                                        14
</TABLE>


<PAGE>

PART I. FINANCIAL INFORMATION

Item 1. - Financial Statements

                           GSV, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                                      September 30,       December 31,
                                                                                           2000               1999
                                                                                       (Unaudited)
                                                                                      ---------------    ----------------
<S>                                                                                      <C>                 <C>
         ASSETS
Current Assets:
     Cash and cash equivalents                                                           $ 2,632,000         $ 8,471,000
     Accounts receivable, net of allowance for doubtful accounts
       of $99,000 and $106,000, respectively                                                 352,000           1,119,000
     Inventories                                                                                   0             282,000
     Prepaid expenses and other current assets                                               208,000             937,000
                                                                                      ---------------    ----------------
       Total current assets                                                                3,192,000          10,809,000
Investments                                                                                2,778,000                  --
Property and equipment, net                                                                  723,000           1,032,000
Goodwill, net                                                                                     --          13,137,000
Other assets                                                                                 719,000             705,000
                                                                                      ---------------    ----------------

       Total assets                                                                      $ 7,412,000         $25,683,000
                                                                                      ===============    ================

       LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
     Accounts payable                                                                    $ 1,182,000         $ 4,383,000
     Accrued liabilities                                                                     304,000             860,000
     Current portion of capital lease obligation                                              71,000              74,000
                                                                                      ---------------    ----------------
       Total current liabilities                                                           1,557,000           5,317,000
Deferred rent                                                                                 77,000              84,000
                                                                                      ---------------    ----------------

       Total liabilities                                                                   1,634,000           5,401,000
                                                                                      ---------------    ----------------

Stockholders' equity:
     Common stock, $.001 par value; 75,000,000 shares
       authorized; 1,958,186 and 2,006,792 shares issued
       and outstanding, respectively                                                           2,000               2,000
     Additional paid-in capital                                                           38,009,000          37,886,000
     Treasury Stock                                                                         (336,000)
     Accumulated deficit                                                                 (31,897,000)        (17,606,000)
                                                                                      ---------------    ----------------

                                                                                      ---------------    ----------------
       Total stockholders' equity                                                          5,778,000          20,282,000
                                                                                      ---------------    ----------------

       Total liabilities and stockholders' equity                                        $ 7,412,000         $25,683,000
                                                                                      ===============    ================
</TABLE>

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

          ALL STATEMENTS OF SHARES AND EARNINGS PER SHARE CALCULATIONS
            REFLECT THE 1 FOR 5 REVERSE STOCK SPLIT OF AUGUST 2000.


                                        2


<PAGE>

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



<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
                                                              Three Months Ended September 30,      Nine Months Ended September 30,
------------------------------------------------------------------------------------------------------------------------------------
                                                                  2000               1999               2000               1999
                                                              ------------       ------------       ------------       ------------
<S>                                                           <C>                <C>                <C>                <C>
General and administrative                                    $    559,000       $  1,584,000       $  1,786,000       $  4,804,000
                                                              ------------       ------------       ------------       ------------
       Total operating expenses                                    559,000          1,584,000          1,786,000          4,804,000
Loss on Investments Held for sale                                 (150,000)                 0           (150,000)                 0
Loss from continuing operations before                            (709,000)        (1,584,000)        (1,936,000)        (4,804,000)
Interest income
Interest income, net                                                58,000             15,000            211,000            230,000
                                                              ------------       ------------       ------------       ------------
Loss from continuing operations                                   (651,000)        (1,569,000)        (1,725,000)        (4,574,000)
  Discontinued operations:
     Gain/(Loss) from operations                                   (14,000)          (593,000)        (1,813,000)        (1,299,000)
     Estimated loss on disposal                                    690,000                 --        (10,751,000)                --
                                                              ------------       ------------       ------------       ------------
     Total discontinued operations                                 676,000           (593,000)       (12,564,000)        (1,299,000)
                                                              ------------       ------------       ------------       ------------
Net loss                                                      $     25,000       $ (2,162,000)      $(14,289,000)      $ (5,873,000)
                                                              ============       ============       ============       ============

Basic and diluted net loss per common share:
Loss per common share from continuing operations              $       (.33)      $       (.92)      $      (0.84)      ($      2.86)
Effect of adjustable common stock warrants                              --                 --              (1.54)                --
                                                              ------------       ------------       ------------       ------------
Loss per common share from continuing
operations including effect of adjustable
common stock warrants                                                 (.33)              (.92)             (2.38)             (2.86)
Gain/(Loss) per common share from
discontinued operations                                               (.01)              (.34)              (.88)             (0.81)
Loss per common share from estimated Loss
on disposal of discontinued operations                                 .35                                 (5.24)                --
                                                              ------------       ------------       ------------       ------------
Net loss per common share including
effect of adjustable common stock warrants
                                                              $        .01       $      (1.26)      $      (8.50)      $      (3.67)
                                                              ============       ============       ============       ============

Weighted average common shares
outstanding, basic and diluted                                   1,958,000          1,720,000           2,052000          1,600,000
                                                              ------------       ------------       ------------       ------------
</TABLE>

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

Reflects the divestiture of Tools for Living completed August 14, 2000.






                                        3


<PAGE>

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

<TABLE>
<CAPTION>
                                                                                                  Nine Months Ended September 30,
                                                                                               ------------------------------------
                                                                                                   2000                    1999
                                                                                               ------------            ------------
<S>                                                                                            <C>                     <C>
Cash flows from operating activities:
   Net loss                                                                                    $(14,289,000)           $ (5,873,000)
   Adjustments to reconcile net loss to net cash used in operating activities:
       Depreciation                                                                                 253,000                 508,000
       Amortization                                                                                                         990,000
       Non-cash compensation expense                                                                 32,000                  36,000
       Minority interest                                                                                 --                (253,000)
       Estimated loss on disposal of discontinued
       Operations & Discontinued Operations                                                      12,564,000                      --
       Increase (decrease) in cash from changes in:
          Accounts receivable, net                                                                  737,000                (613,000)
          Inventories                                                                               282,000                (517,000)
          Prepaid expenses and other                                                                723,000                 (80,000)
          Other assets                                                                              (14,000)                 97,000
          Accounts payable                                                                       (3,281,000)              1,844,000
          Accrued liabilities                                                                      (598,000)             (1,027,000)
          Deferred revenues                                                                              --                 (23,000)
          Deferred rent                                                                              (7,000)                (23,000)
                                                                                               ------------            ------------
               Net cash used in operating activities                                             (3,598,000)             (4,934,000)
                                                                                               ------------            ------------

Cash flows from investing activities:
     Purchases of property and equipment                                                                  0                (438,000)
     Acquisition of businesses, net of cash acquired                                             (1,878,000)             (6,658,000)
                                                                                               ------------            ------------
               Net cash used in investing activities                                             (1,878,000)             (7,096,000)
Cash flows from financing activities:
     Purchase of Treasury Stock                                                                    (450,000)                     --
     Proceeds from exercise of stock options                                                         87,000               5,459,000
                                                                                               ------------            ------------
          Net cash (used in)provided by financing activities                                       (363,000)              5,459,000
                                                                                               ------------            ------------

               Net decrease in cash                                                              (5,839,000)             (6,571,000)

Cash and cash equivalents, beginning of period                                                    8,471,000              12,285,000
                                                                                               ------------            ------------

Cash and cash equivalents, end of period                                                       $  2,632,000            $  5,714,000
                                                                                               ============            ============
Supplemental cash flow information:
     Common stock issued in connection with acquisition                                        $         --            $  8,125,000
</TABLE>


    The accompanying notes to the unaudited consolidated financial statements
             are an integral part of these consolidated statements.
     Reflects the Divestiture of Tools for Living completed August 14, 2000.





                                        4


<PAGE>

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

1.       DESCRIPTION OF THE BUSINESS AND BASIS OF PRESENTATION

         Through its Internet incubator and investment  operations,  the Company
aims to identify and develop attractive early stage Internet  companies,  and to
provide  these  companies,  as needed,  with  management,  marketing,  financing
(including early stage seed capital), human resources, accounting resources, use
of its  facilities  and its  extensive  expertise  in business  development.  In
exchange  for these  services  the Company  will seek equity  positions in these
companies  commensurate  with the level and nature of services  and  investments
provided and the stage of their development.

         Prior to February  2000 the Company was an online  consumer  and direct
response  retailer.  In early  February  2000, it announced a change in its core
strategy to  Internet  incubator  and  investment  company.  Since that time the
Company has closed two operating  divisions,  Cybershop.com and electronics.net,
and on  August  14,  2000 sold its  remaining  retailing  subsidiary,  Tools for
Living,  to the  former  owners of Tools for  Living.  Tools for Living had been
purchased by the Company in June 1999.

         The  information  presented  as of  September  30,  2000,  and  for the
nine-month periods ending September 30, 2000 and 1999, 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, 2000, the
results of its operations  for the nine -month periods ended  September 30, 2000
and 1999 and its cash flows for the nine-month  periods ended September 30, 2000
and 1999.  The  consolidated  financial  statements  included  herein  have been
prepared in accordance  with generally  accepted  accounting  principles and the
instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, certain
information and footnote  disclosures  normally included in financial statements
prepared in accordance with generally accepted  accounting  principles have been
condensed or omitted.  These consolidated financial statements should be read in
conjunction with the Company's  audited  consolidated  financial  statements and
accompanying  notes  for the year  ended  December  31,  1999,  included  in the
Company's  Annual Report on Form 10-K as filed with the  Securities and Exchange
Commission.  Certain prior period amounts have been  reclassified  to conform to
the current period presentation.

2.       DISCONTINUED OPERATIONS

         Consistent  with the change to its Internet  incubator  and  investment
strategy,  in February 2000, the Company began the process of discontinuing  its
two  online  retailing  divisions,   Cybershop.com  and   electronics.net.   The
operations of the Cybershop.com  division were discontinued in February 2000. In
the  same  month  the  Company   entered   into  a  letter  of  intent  to  sell
electronics.net  to two former  executives of the Company.  The letter of intent
was  subsequently  terminated,   and  in  May  2000,  electronics.net  was  also
discontinued.   In  August  2000,  the  Company  sold  its  remaining  retailing
subsidiary,  Tools for Living (purchased by the Company in June 1999). Tools for
Living was acquired by the former owners of Tools for Living,  for consideration
including:  (i) approximately  179,000 shares of common stock of GSV, Inc., (ii)
the purchasers' assumption of the liabilities of Tools for Living, and (iii) the
release of all obligations owing by the Company to the former owners,  including
the  obligations  under  their  respective  employment  agreements.   This  sale
substantially completes the Company's divestiture of its retailing assets.




                                        5

<PAGE>

         As a result,  the  consolidated  financial  statements and accompanying
notes reflect  Cybershop.com  and  electronics.net  as discontinued  operations.
Further,  the  Company  disposed  of Tools for Living on August 14,  2000 and no
longer  accounts for its  operations.  The  measurement  date for the closing of
Cybershop.com  was December 31, 1999. An estimated loss on disposal  relating to
Cybershop.com of $435,000 was reflected in the Company's  consolidated statement
of operations for the year ended December 31, 1999.  Actual results for the nine
months ended  September  30, 2000 for GSV,  Inc.  included  operating  losses of
$1,725,000,  a loss from  discontinued  operations of  $1,813,000  and a loss of
$10,751,000  on  disposal  of  assets.  This was due mainly to the write down of
goodwill  related to the sale of Tools for  Living  completed  August 14,  2000.
During the nine months ended  September  30, 2000 the  provision  was reduced by
$684,000  reflecting lower than  anticipated  losses for  Cybershop.com,  and is
reflected within Loss on disposal of discontinued operations in the accompanying
unaudited consolidated statements of operations.

         The  Company,  during the  quarter  ending  September  30,  2000,  lost
$651,000 on  continuing  operations.  The Company lost  $14,000 on  discontinued
operations. During the quarter ended September 30, 2000 the Company recognized a
gain of $690,000 on disposal of assets related to the extinguishing of a loan to
Tools for Living. The consolidated net provision for discontinued  operations as
of September 30, 2000 is $178, 000.

The carrying value of the remaining assets and liabilities of electronics.net as
of September 30, 2000 are as follows:

         Accounts receivable, Topps Appliances            $   622,000
         Property plant and equipment, net                     22,000
         Other assets                                          14,000
         Current liabilities                                 (153,000)
           Accounts Payable, Topps Appliances                (584,000)
                                                          -----------
         Net assets                                       $    79,000
                                                          ===========

The  carrying  value of the  assets  and  liabilities  of Tools for Living as of
September 30, 2000 is zero due to the disposal of assets on August 14, 2000.









                                        6


<PAGE>
3.       INVESTMENT

         In  conjunction   with  the  sale  of  the  operating   assets  of  the
discontinued  Cybershop.com  operating  division,  in March of 2000, the Company
completed  the sale of its  cybershop.com  domain name and  customer  lists.  In
exchange,  the  Company  received  (i)  $100,000  in cash and (ii)  equity  in a
privately  owned company  valued at  approximately  $900,000.  The investment is
treated  as  available  for  sale  and is  valued  on the  market  basis  in the
accompanying  consolidated balance sheet as of September 30, 2000. Additionally,
management has reviewed its private  investment of $900,000 and has written down
the market  value by $150,000 to $750,000 as of September  30, 2000.  During the
quarter  ended  September  30,  2000 , GSV,  Inc.  actively  sought out and made
significant investments in the following:
<TABLE>
<CAPTION>
 DATE       AMOUNT          COMPANY
<S>       <C>          <C>
7/13/00   $1,500,000   Telephone.com, convertible preferred stock, convertible to 9% ownership
7/13/00   $  200,000   Meet China.com, common stock
7/13/00   $  200,000   Fasturn.com Series D Preferred
8/24/00   $  125,000   WEEMA Technologies, Inc.
</TABLE>
5.       SHAREHOLDERS' EQUITY

         Pursuant to the terms of a private  placement of equity  securities  of
the  Company, completed  on December 8, 1999, the Company  issued  approximately
123,000 shares of common  stock in  February  2000 upon  the  exercise of common
stock warrants  ("adjustable commons stock warrants"), at an  effective exercise
price of $.001 per share.

6.       STOCK OPTION PLAN

         During the nine months ended  September  30, 2000,  options to purchase
approximately  180,000  shares of the Company's  Common Stock were  granted,  as
adjusted  for the August 2000  reverse  stock  split at market  value on date of
grant, to employees under the 1998 Stock Option Plan.

7.       NET LOSS PER COMMON SHARE

         Basic and diluted net loss per common share is  calculated  by dividing
net loss per common share after effect of adjustable common stock warrants,  and
adjusted  for a 1 for 5 reverse  split  affected  August 31,  2000 as  explained
below,  by the weighted  average  number of shares of common  stock  outstanding
during the period as follows:
<TABLE>
<CAPTION>
                                                                   FOR THE NINE MONTHS ENDED SEPTEMBER 30,
                                               ---------------------------------------------------------------------------------
                                                               2000                                         1999
                                               --------------------------------------     --------------------------------------
                                                                                 PER                                       PER
                                                   LOSS            SHARES       SHARE         LOSS            SHARES      SHARE
                                               ------------     ------------   ------     ------------     ------------   ------
<S>                                            <C>                 <C>         <C>       <C>                 <C>          <C>
Loss from continuing operations                $ (1,725,000)       2,063,000   $(0.84)   $  (4,574,000)       1,600,000   $(2.86)
Effect of adjustable
common stock warrants                            (3,163,000)                    (1.54)              --                        --
                                               ------------     ------------   ------     ------------     ------------   ------
Loss from continuing
operations including effect
of adjustable common stock
warrants                                         (4,888,000)       2,063,000    (2.38)      (4,574,000)       1,600,000    (2.86)
Gain/(Loss) from
discontinued operations                          (1,813,000)                    (0.88)      (1,299,000)                    (0.81)
Estimated loss on disposal
of discontinued operations                      (10,751,000)                    (5.24)              --                        --
                                               ------------     ------------   ------     ------------     ------------   ------
Net loss including effect of
adjustable common stock
warrants                                       $(17,452,000)       2,052,000   $(8.50)   $  (5,873,000)       1,600,000    $(3.67)
                                               ============     ============   ======     ============     ============    ======
</TABLE>

         In calculating  the effect on the basic and diluted net loss per common
share  calculation,  of the common  stock  issued as a result of the  adjustable
common stock  warrants  exercised by the parties to the December 8, 1999 private
placement,  the market value of the Company's common stock on the day before the
stock was issued,  $5.16 pre-split basis, was multiplied by the number of common
shares issued upon exercise of these warrants, resulting in a valuation for loss
per common share purposes of $3,163,000.

                                        7
<PAGE>

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS

SAFE HARBOR FOR FORWARD-LOOKING STATEMENTS

         From time to time,  the Company may  publish  statements  which are not
historical fact, but are forward-looking  statements relating to such matters as
anticipated   financial   performance,    business   prospects,    technological
developments,  new  products,  investments  in  other  companies,  research  and
development  activities and similar matters.  The Private Securities  Litigation
Reform Act of 1995 provides a safe harbor for forward-looking statements.  These
forward-looking  statements are subject to certain risks and uncertainties  that
could cause actual results to differ  materially from historical and anticipated
results  or  other  expectations  expressed  in  the  Company's  forward-looking
statements.  Such  forward-looking  statements  may be  identified by the use of
certain   forward-looking   terminology,   such  as  "may,"  "will,"   "expect,"
"anticipate,"   "intend,"  "estimate,"  "believe,"  "goal,"  or  "continue,"  or
comparable  terminology  that  involves  risks or  uncertainties.  Actual future
results  and trends  may  differ  materially  from  historical  results or those
anticipated  depending on a variety of factors,  including,  but not limited to,
those set forth under "Overview" and "Liquidity and Capital Resources"  included
in this Management's  Discussion and Analysis of Financial Condition and Results
of Operations.  Particular attention should be paid to the cautionary statements
involving the Company's limited operating history,  the  unpredictability of its
future  revenues,  the  unpredictable  and  evolving  nature of its key markets,
competition  from  other  internet  incubator  and  investment  companies,   the
Company's  dependence on its strategic  alliances and systems  development,  the
management of growth,  the inherent risks and  uncertainties of litigation,  the
risks of new business areas, as well as such risks (or others) that exist to any
portfolio  company in which the Company invests.  Except as required by law, the
Company  undertakes  no  obligation  to update  any  forward-looking  statement,
whether as a result of new  information,  future events or  otherwise.  Readers,
however,  should  carefully  review  the  facts set  forth in other  reports  or
documents that the Company has filed or files from time to time with the SEC.

OVERVIEW

         Through its Internet incubator and investment  operations,  the Company
aims to identify and develop attractive early stage Internet  companies,  and to
provide  these  companies,  as needed,  with  management,  marketing,  financing
(including early stage seed capital), human resources, accounting resources, use
of its  facilities  and its  extensive  expertise  in business  development.  In
exchange  for these  services  the Company  will seek equity  positions in these
companies  commensurate  with the level and nature of services  provided and the
stage of their development.

         Prior to February  2000 the Company was an online  consumer  and direct
response retailer, when in early February 2000 it announced a change in its core
strategy to  Internet  incubator  and  investment  Company.  Since that time the
Company has closed two operating  divisions,  Cybershop.com and electronics.net,
and on  August  14,  2000 sold its  remaining  retailing  subsidiary,  Tools for
Living,  to the  former  owners  of that  Company.  Tools  for  Living  had been
purchased by the Company in June 1999.








                                        8


<PAGE>

RESULTS OF OPERATIONS

Three Months Ended  September 30, 2000 compared to Three Months Ended  September
30, 1999.

General  and  administrative:   General  and  administrative   expenses  consist
primarily  of  payroll  and  payroll   related   expenses  for   administrative,
information technology,  accounting, and management personnel, recruiting, legal
fees,  and  general  corporate  expenses.  General and  administrative  expenses
decreased by 65%, or  $1,025,000  to $559,000 in the third  quarter of 2000 from
$1,584,000 in the third quarter of 1999.  The decrease in the current  period is
the  result  of  an  increased   emphasis  on  overhead  reduction  and  capital
preservation.

Interest income,  net: Interest income increased $43,000 to $58,000 in the third
quarter of 2000 from  $15,000  in the third  quarter of 1999.  The  increase  is
primarily the result of a increase in average cash and cash  equivalents  and by
slightly higher interest rates.

Net  Losses:  Loss  from  continuing   operations  decreased  by  $918,000  from
$1,569,000 in the third quarter of 1999, or ($0.92) per basic and diluted common
share,  to  $651,000  in the third  quarter of 2000,  or  ($0.33)  per basic and
diluted common share.  Net Gain in the third quarter of 2000 was $25,000 or $.01
per basic and diluted common share,  as compared to $2,162,000 or ($1.26) in the
third  quarter  of  1999.  The  gain  in  the  third  quarter  2000  was  mainly
attributable to the extinguishing of the loan made to Tools for Living.

Nine Months Ended September 30, 2000 compared to Nine Months Ended September 30,
1999.

General  and  administrative:   General  and  administrative   expenses  consist
primarily  of  payroll  and  payroll   related   expenses  for   administrative,
information technology,  accounting, and management personnel, recruiting, legal
fees,  and  general  corporate  expenses.  General and  administrative  expenses
decreased by 63%, or  $3,018,000 to $1,786,000 in first nine months of 2000 from
$4,804,000 in the same period of 1999. The decrease in the current period is the
result of an increased emphasis on overhead reduction and capital preservation.

Interest income, net: Interest income decreased $19,000 to $211,000 in the first
nine months of 2000 from  $230,000 in the same period of 1999.  The  decrease is
primarily the result of a decrease in average cash and cash  equivalents  offset
by slightly higher interest rates.

Net  Losses:  Loss from  continuing  operations  decreased  by  $2,849,000  from
$4,574,000  in the first nine  months of 1999,  or ($2.86) per basic and diluted
common  share,  to  $1,725,000 in the same period of 2000, or ($0.84) per share,
basic and diluted  common  share.  After the effect of  adjustable  common stock
warrants,  loss per common share from continuing operations was ($1.54) in 2000.
Net loss in the first nine months of 2000 was  $14,289,000  or ($6.96) per basic
and diluted  common  share,  as compared  to  $5,873,000  or ($3.67) in the same
period of 1999.  After the effect of adjustable  common stock  warrants net loss
per common share was ($8.50) for the first nine months of 2000.  The increase in
net loss in the first nine  months of 2000  included a  $11,883,000  net loss on
disposal of discontinued operations, primarily attributable to the write down of
good will in Tools for Living as discussed more fully below.



                                        9

<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

         Net cash used in operations  decreased  $1,336,000,  from $4,934,000 in
the first nine  months of 1999 to  $3,598,000  in the first nine months of 2000.
This reflects the Company's ability to reduce operating expenses going forward.

         Net cash used in investing  activities  during the first nine months of
2000 was  $1,878,000  as compared to  $7,096,000 in the same period of the prior
year. The current periods use of cash related  primarily to GSV's  investment in
early stage  internet  companies,  whereas the use of cash in the same period of
the prior year  represented  $6,281,000  related to  acquisitions,  primarily of
Tools for Living, as well as purchases of property and equipment of $438,000.

         Net cash used in financing  activities  during the first nine months of
2000 was  $363,000 as compared to net cash  provided of  $5,459,000  in the same
period of the prior year. Sources of cash during both periods were the result of
proceeds on the exercise of employee  stock  options and a securities  placement
during 1999.

         The Company believes that its existing capital resources will enable it
to  maintain  its  operations  at  existing  levels for at least the next twelve
months. The Company is, however,  currently considering the funding requirements
associated with its Internet incubator and investment operations,  including the
need for  additional  debt  and/or  equity  financing.  The  sufficiency  of the
Company's  capital  resources  is  substantially  dependent  upon the  number of
investments  the  Company  funds.  Accordingly  it is  difficult  to project the
Company's  capital  needs.   However,   the  Company  will  evaluate   potential
investments in terms of its then existing capital resources and the availability
of  additional  debt or  equity  financing  and  will  ultimately  decide  on an
investment according to the sufficiency of those resources to fund the potential
investment  as  well  as  continuing  operating  requirements.  There  can be no
assurance  that any  additional  financing  or other  sources of capital will be
available  to the Company upon  acceptable  terms,  if at all. The  inability to
obtain additional  financing,  when needed, would have a material adverse effect
on the Company's business,  financial condition and operating results, and could
significantly  slow  the  pace of  development  of its  Internet  incubator  and
investment operations.

DISCONTINUED OPERATIONS

         As discussed  above,  in February of 2000 the Company began the process
of  discontinuing  its  two  online  retailing   divisions,   Cybershop.com  and
electronics.net.  The operations of the Cybershop.com division were discontinued
in February of 2000 and in the same month the Company  entered  into a letter of
intent to sell  electronics.net  to two former  executives  of the Company.  The
letter of intent was subsequently terminated, and in May of 2000 electronics.net
was also  discontinued.  On August 14,  2000,  the  Company  sold its  remaining
retailing subsidiary,  Tools for Living (purchased by the Company in June 1999).
The sale of Tools for Living was made to the former owners of the division.  The
sale included the following  consideration:  (i) approximately 179,000 shares of
common stock of GSV, Inc., (ii) the purchasers  assumption of the liabilities of
Tools for Living,  and (iii) the release of all obligations owing by the Company
to  the  former  owners,   including  the  obligations  under  their  respective
employment   agreements.   This  sale  substantially   completes  the  Company's
divestiture of its retailing assets.


                                       10

<PAGE>

         As a result,  the  consolidated  financial  statements and accompanying
notes   reflect   Cybershop.com,   electronics.net   and  Tools  for  Living  as
discontinued  operations.  The measurement date for the closing of Cybershop.com
was December 31, 1999. An estimated loss on disposal  relating to  Cybershop.com
of $435,000 was reflected in the Company's  consolidated statement of operations
for the year ended  December 31, 1999.  Actual results for the nine months ended
September 30, 2000 for Cybershop.com included operating losses of $1,575,000,  a
loss from  discontinued  operations  of  $1,813,000  and a loss on  disposal  of
assets. This was due mainly to the write down of goodwill related to the sale of
Tools for Living  completed  on August 14,  2000.  During the nine months  ended
September 30, 2000 the provision was reduced by $684,000  reflecting  lower than
anticipated losses for  Cybershop.com,  and is reflected within Loss on disposal
of discontinued operations in the accompanying unaudited consolidated statements
of operations.

         The Company, during the quarter ending September 30, 2000 lost $651,000
on continuing operations.  The Company lost $14,000 on discontinued  operations.
During the quarter  ending  September 30, 2000 the company  recognized a gain of
$690,000 on disposal of assets related to the  extinguishing  of a loan to Tools
for Living..  The consolidated  net provision for discontinued  operations as of
September 30, 2000 is $178,000.  Net revenues  applicable to electronics.net for
the  nine  months  ended   September  30,  2000,   during  only  four  of  which
electronics.net was in operation,  were $334,000, and net revenues applicable to
electronics.net for the same period of the prior year were $1,116,000, for which
electronics.net was in operation for the full period.

CONTINUED LISTING ON NASDAQ NATIONAL MARKET

         The  Company's  common  stock is now listed on Nasdaq  Small Cap Market
under the symbol GSVI as of November 1, 2000.  Previously,  the common stock had
been listed on the Nasdaq National Markets.



                                       11

<PAGE>

INVESTMENT DESCRIPTIONS:

Telephone.com

         In  July  2000,  the  Company  closed  a  $1.5  million  investment  in
Telephone.com,  Inc.,  an online  business  exchange  and  vertical  marketplace
targeting  the  telecommunications  industry.  The  investment  is GSV's largest
investment since its adoption of an Internet incubator and investment strategy.

         Under  the terms of the  transaction,  GSV  received  $1.5  million  in
convertible  preferred stock along with warrants to purchase an additional stake
in Telephone.com.

MeetChina.com

         In July 2000,  the Company  invested  $200,000 in a joint  venture with
Total  Film  Group,  Inc.  to invest in  MeetChina.com,  a leading  Chinese  B2B
e-commerce-trading website portal.

Fasturn.com

         In July 2000,  the  Company  invested  $200,000 in  Fasturn.com,  a B2B
e-commerce  solution  website that brokers  manufacturing  capacity to large and
mid-sized retailers purchase orders worldwide.

WEEMA Technologies, Inc.

         In August  2000,  the  Company  invested  $125,000  in a venture led by
Marketvision  Direct, Inc. to invest in WEEMA  Technologies,  a company that has
developed streaming media technology in a peer to peer architecture.

BOARD OF DIRECTORS

On September 26, 2000, the Company  accepted the resignation of Warren Struhl as
a member of the  Company's  board of directors.  Mr.  Struhl  resigned to pursue
other business ventures. Subsequently, on October 11, 2000, Harvey Doliner, CPA,
was  elected to the  Company's  board of  directors.  Mr.  Doliner is  currently
president  of Action  Leasing  and during  his career  served as a member of the
accounting and audit division of Arthur  Andersen & Co., LLP.  Additionally,  on
October 18,  2000,  the Company  elected  Walter  Epstein,  a partner of Davis &
Gilbert,  LLP,  a New York law firm as a member of the board of  directors.  Mr.
Epstein has been serving as the  Company's  general  counsel for more than three
years.

STOCK REPURCHASE

On September 25, 2000, the board of directors approved a plan for the Company to
acquire up to $250,000 worth of stock in the open market.  Through  November 10,
2000, the Company  had acquired 92,150 shares at  prices  varying from $1.03 per
share  to a high of  $1.91.  The  Company  at its  discretion  may  continue  to
repurchase shares from time to time in the open market.


LITIGATION

         In March and April 2000,  twelve  purported class actions entitled Ames
v. Cybershop, Ezeir v. Cybershop,  Fuechtman v. Cybershop, Kaufman v. Cybershop,
Goldenberg v. Cybershop,  Marino v. Cybershop,  Waldarman v. Cybershop,  Page v.
Cybershop, Young v. Cybershop,  Johnson v. Cybershop,  Hitzing v. Cybershop, and
Gerber v.  Cybershop  were filed in the  United  States  District  Court for the
District of New Jersey against the Company and certain of its current and former
officers and directors.  The complaints in those actions allege that  defendants
violated  Sections  10(b) and 20(a) of the  Securities  Exchange  Act of 1934 by
making or causing the Company to make materially false and misleading statements
about the Company's  business and operations  during the period October 26, 1999
to February 24, 2000. The Company intends to vigorously defend these actions.


                                       12

<PAGE>

Item 6. Exhibits and Reports on Form 8-K


Item
No.      Item Title
---      ----------

3.       Articles of Incorporation:
         3.1      Certificate  of  Incorporation,  as amended  (Incorporated  by
                  reference  to  Exhibit  3.1  to  the  Company's   Registration
                  Statement on Form S-1. File No. 333-42707).
         3.2      Certificate of Amendment of the  Certificate of  Incorporation
                  of Cybershop International, Inc. (Incorporated by reference to
                  Exhibit  3.2 of the  Registrant's  Report  on Form 10Q for the
                  fiscal quarter ended June 30, 1999. File No. 000-23901)
         3.5      Certificate  of Merger of GSV,  Inc into  Cybershop.com,  Inc.
                  (Incorporated  by reference to Exhibit 3.5 of the Registrant's
                  Form  10K for the  year  ended  December  31,  1999.  File No.
                  000-23901)
         3.4      By-Laws as currently in effect  (Incorporated  by reference to
                  Exhibit 3.2 to the  Company's  Registration  Statement on Form
                  S-1 (File No. 333-42707).
         10.7     Agreement   and  Plan  of  Merger   by  and  among   Cybershop
                  International, Inc., MG Acquisition Corp., The Magellan Group,
                  Inc., Ian S. Phillips and Howard J. Kuntz III dated as of June
                  1, 1999  (incorporated  by  reference  to  Exhibit  2.1 of the
                  Registrant's Current Report on Form 8-K. File No. 0-23901)
         10.8     Employment Agreement dated June 1, 1999, by and between Ian S.
                  Phillips  and MG  Acquisition  Corp  which is a  wholly  owned
                  subsidiary of Cybershop  International,  Inc. (Incorporated by
                  reference to Exhibit 10.2 of the  Registrant's  Report on Form
                  10Q for the  fiscal  quarter  ended  June 30,  1999.  File No.
                  000-23901)
         10.9     Warrant  Agreement  dated as of March 1998 between the Company
                  and  C.E.  Unterberg,   Towbin  and  Fahnstock  &  Co.,  Inc.,
                  including Warrant Certificate of the Company (Filed as exhibit
                  10.9 to the  Company's  Registration  Statement  on Form  S-1,
                  effective March 20, 1998. File No. 333-42707)
         10.10    Employment Agreement dated June 1, 1999, by and between Howard
                  J. Kuntz III and MG  Acquisition  Corp which is a wholly owned
                  subsidiary of Cybershop  International,  Inc. (Incorporated by
                  reference to Exhibit 10.3 of the  Registrant's  Report on Form
                  10Q for the  fiscal  quarter  ended  June 30,  1999.  File No.
                  000-23901)
         10.11    Securities  Purchase  Agreement dated September 30, 1999 among
                  Cybershop.com,   Inc.,  Strong  River  Investments,  Inc.  and
                  Montrose  Investments,  L.P.  (Incorporated  by  reference  to
                  Exhibit  10.4 of the  Registrant's  Report on Form 10Q for the
                  fiscal quarter ended September 30, 1999. File No. 000-23901)
         10.12    Registration  Rights  Agreement dated September 30, 1999 among
                  Cybershop.com,   Inc.,  Strong  River  Investments,  Inc.  and
                  Montrose  Investments,  L.P.  (Incorporated  by  reference  to
                  Exhibit  10.4 of the  Registrant's  Report on Form 10Q for the
                  fiscal quarter ended September 30, 1999. File No. 000-23901)
         10.13    Securities  Purchase  Agreement  dated  December 8, 1999 among
                  Cybershop.com,   Inc.,  Strong  River  Investments,  Inc.  and
                  Montrose  Investments,  L.P.  (Incorporated  by  reference  to
                  Exhibit 10.13 of the Registrant's  Form 10K for the year ended
                  December 31, 1999. File No. 000-23901.)
         10.14    Registration  Rights  Agreement  dated  December 8, 1999 among
                  Cybershop.com,   Inc.,  Strong  River  Investments,  Inc.  and
                  Montrose  Investments,  L.P.  (Incorporated  by  reference  to
                  Exhibit 10.14 of the  Registrant's  report on Form 10K for the
                  year ended December 31, 1999. File No. 000-23901.)
         10.15    General  release  dated  February  14,  2000,  by and  between
                  Jeffrey  Leist  and  Cybershop.com,   Inc.   (Incorporated  by
                  reference to Exhibit 10.15 of the Registrant's  report on Form
                  10K for the year ended December 31, 1999. File No. 000-23901.)
         10.16    Modification  to Employment  Agreement dated February 7, 1999,
                  by and between Jeffrey Leist and  Cybershop.com,  Inc.,  dated
                  March 29, 2000  (Incorporated by reference to Exhibit 10.16 of
                  the  Registrant's  report  on  Form  10K for  the  year  ended
                  December 31, 1999. File No. 000-23901.)
         10.17    Severance  Agreement  and General  release  dated  January 20,
                  2000,  by and between  Edward Mufson and  Cybershop.com,  Inc.
                  (Incorporated   by   reference   to   Exhibit   10.17  of  the
                  Registrant's  report on Form 10K for the year  ended  December
                  31, 1999. File No, 000-23901.)
         10.18    Employment  Agreement  dated  February 7, 2000, by and between
                  Kevin  S.  Miller  and  Cybershop.com,   Inc.(Incorporated  by
                  reference to Exhibit 10.18 of the  Registrants  report on Form
                  10K for the year ended December 31, 1999. File No 000-23901.)
         10.19    Agreement  dated  January  12th,  2000,  by and  between  Tops
                  Appliance  City, Inc. and Cybershop  Holding Corp,  which is a
                  wholly owned subsidiary of Cybershop.com,  Inc.  (Incorporated
                  by Reference to Exhibit  10.19 of the  Registrant's  report on
                  Form  10K  for the  year  ended  December  31,  1999.  File No
                  000-23901.)
11.               Statement  re  computation  of per share  earnings:  Statement
                  regarding  computation  of per share  earnings is not required
                  because the  computation  can be readily  determined  from the
                  material  contained  in  the  financial   statements  included
                  herein.
27.               Financial Data Schedule,  which is submitted electronically to
                  the Securities and Exchange  Commission for  information  only
                  (Filed herewith).


                                       13

<PAGE>

SIGNATURES

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


Date: November 14, 2000         By: /s/ Jeffrey S. Tauber
                                    -----------------------------------------
                                    Jeffrey S. Tauber
                                    Chief Executive Officer and
                                    Chairman of the Board of Directors
                                    (Principal Executive Officer)


Date: November 14, 2000         By: /s/Lawrence Morgenstein
                                    -----------------------------------------
                                    Lawrence Morgenstein
                                    Vice President and Chief Financial Officer
                                    (Principal Financial and Accounting Officer)






























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