**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**




Washington,
      DC 20549




**FORM
      10-Q**




(Mark
      One)




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




For
      the
      quarterly period ended March 31, 2008




OR




**o 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 registrant as specified in its charter)





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





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





(203)
      221-2690


(Registrant’s
      telephone number, including area code)





N/A


(Former
      name, former address and former fiscal year, if changed since last
      report)




Indicate
      by check mark whether the 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 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 o




Indicate
      by check mark whether the registrant is a large accelerated filer, an
      accelerated filer, or a non-accelerated filer. See definition of accelerated
      filer and large accelerated filer in Rule 12b-2 of the Exchange Act. (Check
      one):




Large accelerated filer
            o
            
            Accelerated filer
            oNon-accelerated filer
            o
            (Do
                not check if a smaller reporting company)
            Smaller reporting company
            x




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




Indicate
      the number of shares outstanding of each of the registrant’s classes of common
      stock, as of the latest practicable date: As of May 5, 2008, there were
      7,502,703 shares of common stock outstanding, excluding 168,592 shares held
      in
      treasury.







**GSV,
      INC. AND SUBSIDIARIES**




**INDEX
      TO FORM 10-Q**





Page
              NumberPART
                I. FINANCIAL INFORMATION
            2Item
                1. Financial Statements (unaudited):
            2Condensed
                Consolidated Balance Sheets at March 31, 2008 and December 31,
                2007
            2Condensed
                Consolidated Statements of  Income for the Three Months ended March
                31, 2008 and 2007
            3Condensed
                Consolidated Statements of Cash Flows for the Three Months ended
                March 31,
                2008 and 2007
            4Notes
                to Unaudited Condensed Consolidated Financial Statements
            5Item
                2. Management’s Discussion and Analysis of Financial Condition and Results
                of Operations
            8Item
                4T. Controls and Procedures
            14PART
                II. OTHER INFORMATION
            15Item
              5. Other Information
            15Item
                6. Exhibits
            15SIGNATURES
            16





1


**PART
      I. FINANCIAL INFORMATION**




**Item
      1. Financial Statements**




**GSV,
        Inc.**
 **CONDENSED
        CONSOLIDATED BALANCE SHEETS - UNAUDITED**
  ASSETS
              
              
              March
                  31,
                2008
              
              
              December
                  31,
                2007CURRENT
                  ASSETSCash
                  and cash equivalents
              
              $
              424,159
              
              $
              398,261Accounts
                  receivable and other current assets
              
              
              217,718
              
              
              170,094Total
                  current assets
              
              
              641,877
              
              
              568,355Investments:Internet
                  related
              
              
              50,000
              
              
              50,000Geologic
                  studies
              
              
              2,316,721
              
              
              2,316,721Oil
                  and gas wells, net of accumulated depletion of $995,095 at March
                  31, 2008
                  and $977,225 at December 31, 2007
              
              
              62,359
              
              
              45,5782,429,081
              
              
              2,412,299Total
                  assets
              
              $
              3,070,958
              
              $
              2,980,654LIABILITIES
                  AND STOCKHOLDERS’ EQUITYCURRENT
                  LIABILITIESAccounts
                  payable
              
              $
              102,035
              
              $
              98,030Current
                  portion of long-term debt
              
              
              526,193
              
              
              558,125Other
                  current liabilities
              
              
              114,001
              
              
              106,352Accrued
                  interest
              
              
              69,283
              
              
              121,899Total
                  current liabilities
              
              
              811,511
              
              
              884,405LONG-TERM
                  DEBT, LESS CURRENT PORTION
              
              
              124,645
              
              
              178,125Total
                  liabilities
              
              
              936,156
              
              
              1,062,530STOCKHOLDERS’
                  EQUITYSeries
                  B preferred stock, $0.001 par value; 1,500,000 shares authorized,
                  issued
                  and oustanding
              
              
              1,500
              
              
              1,500Series
                  C preferred stock, $ 0.001 par value; 200,000 shares authorized,
                  issued
                  and oustanding
              
              
              200
              
              
              200Common
                  stock, $0.001 par value; 75,000,000 shares authorized; 7,671,303
                  shares
                  issued
              
              
              7,671
              
              
              7,671Additional
                  paid-in capital
              
              
              41,048,955
              
              
              41,048,955Treasury
                  stock (168,592 common shares) - at cost
              
              
              (558,998
              )
              
              (558,998
              )Accumulated
                  deficit
              
              
              (38,364,526
              )
              
              (38,581,204
              )Total
                  stockholders’ equity
              
              
              2,134,802
              
              
              1,918,124Total
                  liabilities and stockholders’ equity
              
              $
              3,070,958
              
              $
              2,980,654
 
 The
        accompanying notes are an integral part of the financial
        statements.
  2
  **GSV,
        Inc.**
 **CONDENSED
        CONSOLIDATED STATEMENTS OF INCOME - UNAUDITED**
 
 Three
                  months ended March 31,2008
              
              2007Revenues
                  from oil and gas investments
              
              $
              354,543
              
              $
              150,142General
                  and administrative expenses
              
              
              151,146
              
              
              112,154Income from
                  operations
              
              
              203,397
              
              
              37,988Gain
                  on settlement of indebtedness
              
              
              23,863
              
              
              -Interest
                  expense
              
              
              (10,583
              )
              
              (14,234
              )NET
                  INCOME
              
              $
              216,677
              
              $
              23,754Net
                  income per common share:Basic
              
              $
              0.03
              
              $
              0.00Diluted
              
              $
              0.02
              
              $
              0.00Weighted
                      average common sharesBasic
              
              
              7,502,703
              
              
              7,502,703Diluted
              
              
              10,285,560
              
              
              10,285,560
 
 The
        accompanying notes are an integral part of the financial
        statements.
  3
 
 **GSV,
        Inc.**
 **CONDENSED
        CONSOLIDATED STATEMENTS OF CASH FLOWS - UNAUDITED**
 
 Three months ended March 31,2008
              
              2007OPERATING
                  ACTIVITIESNet
                  income
              
              $
              216,677
              
              $
              23,754Adjustments
                  to reconcile net income to net cash flows from operating
                  activities:Depreciation
              
              
              -
              
              
              750Gain
                  on settlement of indebtedness
              
              
              (23,863
              )
              
              -Depletion
              
              
              17,872
              
              
              35,642Changes
                  in operating assets and liabilities:Accounts
                  receivable and other current assets
              
              
              (47,624
              )
              
              (33,435
              )Accounts
                  payable and other current liabilities
              
              
              (40,963
              )
              
              63,503Net
                  cash provided by operating activities
              
              
              122,100
              
              
              90,214INVESTING
                  ACTIVITIESInvestment
                  in oil and gas wells
              
              
              (34,654
              )
              
              (6,139
              )Net
                  cash used by investing activities
              
              
              (34,654
              )
              
              (6,139
              )FINANCING
                  ACTIVITIESRepayment
                  of long-term debt
              
              
              (61,548
              )
              
              -Net
                  cash used by financing activities
              
              
              (61,548
              )
              
              -Net
                  change in cash
              
              
              25,898
              
              
              84,075CASH
                  AND CASH EQUIVALENTS, BEGINNING OF PERIOD
              
              
              398,261
              
              
              38,260CASH
                  AND CASH EQUIVALENTS, END OF PERIOD
              
              **$**
              **424,159**
              
              **$**
              **122,335**SUPPLEMENTAL
                  INFORMATIONCash
                  paid for interest
              
              $
              60,216
              
              $
              -
 
 The
        accompanying notes are an integral part of the financial statements
 
 4




**GSV,
      INC. AND SUBSIDIARIES**


**NOTES
      TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS**





1.
      Description of the Business





GSV
      Inc.
      (the “Company”) manages investments in oil and gas wells. The Company
      currently is seeking additional related opportunities. The Company
      also has limited internet related investments.





2.
      Basis
      of Presentation





The
      accompanying condensed consolidated financial statements have been prepared
      pursuant to the rules and regulations of the Securities and Exchange Commission
      for interim financial reporting. Accordingly, certain information and notes
      required by accounting principles generally accepted in the United States of
      America for complete financial statements are not included. These financial

      statements should be read in conjunction with the financial statements and
      accompanying notes for the year ended December 31, 2007, included in the
      Company’s Annual Report on Form 10-KSB as filed with the Securities and Exchange
      Commission. In the opinion of management, the accompanying financial statements
      include all adjustments (consisting primarily of normal recurring accruals)
      that
      the Company considers necessary for a fair presentation of its financial
      position, results of operations and cash flows. Results for interim periods
      are
      not necessarily indicative of the results that may be achieved for the full
      year.





The
      Company has incurred substantial operating losses, resulting in an accumulated
      deficit of $38,364,526 as of March 31, 2008. Its current investments are limited
      to certain oil and gas producing properties in Louisiana and an interest in
      Century Royalty. Century Royalty’s primary asset consists of geologic studies to
      exploit oil and gas properties. One prospect, “Friendswood No. 2 RE,” has been
      successfully completed and in June 2007 was successfully tied into a pipeline.
      On or about September 14, 2007, efforts to increase the pressure of the flow
      of
      gas from the well were successful and the sale of gas through the pipeline
      commenced. On February 4, 2008, fracturing of the well was completed
      successfully. All 1150 bbls of frac water have been recovered, and the well
      has
      been tested at various pressures. On February 21, 2008, the well was put back
      on
      line full-time. Although the Company has not yet completed a study to evaluate
      the underlying reserves, it believes that the reserves are at least adequate
      to
      recover the costs of the geologic studies . Century
      Royalty and its partners are preparing to commence drilling a second well near
      “Friendswood No. 2 RE” in the near future. Timing of work on the second well is
      dependent on securing sufficient financing and the completion of the engineering
      report.





In
      recent
      periods cash flows from the Company’s oil and gas investments have been
      sufficient to enable the Company to fund its operating, investing and financing
      needs. However, the Company will be required to obtain additional financing
      to
      fund drilling and development to recover its investment in geologic studies
      and
      to pay certain indebtedness as it becomes due. There is no assurance that the
      Company will be able to obtain additional adequate financing nor is there any
      assurance that proved reserves will be discovered. These conditions raise
      substantial doubt about the Company’s ability to continue as a going concern.
      The accompanying financial statements do not include any adjustments that may
      result from the outcome of this uncertainty.





5





3.
      Recent
      Accounting Pronouncements




In
        September 2006, the FASB issued Statement of Financial Accounting Standards
        No.
        157, “Fair Value Measurements” (“SFAS 157”). SFAS 157 defines fair value,
        establishes a framework for measuring the fair value of assets and liabilities,
        and expands disclosure requirements regarding the fair value measurement.
        SFAS
        157 does not expand the use of fair value measurements. This statement, as
        issued, is effective for financial statements issued for fiscal years beginning
        after November 15, 2007, and interim periods within those fiscal years. FASB
        Staff Position (FSP) FAS No. 157-2 was issued in February 2008 and deferred
        the
        effective date of SFAS 157 for nonfinancial assets and liabilities to fiscal
        years beginning after November 2008. As such, the Company adopted SFAS 157
        as of
        January 1, 2008 for financial assets and liabilities only. There was no
        significant effect on the Company’s financial statements. The Company does not
        believe that the application of SFAS 157 to non-financial assets and liabilities
        will significantly affect its financial statements.




In
      February 2007, the FASB issued SFAS 159, “The Fair Value Option for
      Financial Assets and Liabilities—including an amendment of FASB Statement
      No. 115” (“SFAS 159”). SFAS 159 expands the use of fair value
      accounting but does not affect existing standards which require assets or
      liabilities to be carried at fair value. The objective of SFAS 159 is to
      improve financial reporting by providing companies with the opportunity to
      mitigate volatility in reported earnings caused by measuring related assets
      and
      liabilities differently without having to apply complex hedge accounting
      provisions. Under SFAS 159, a company may elect to use fair value to
      measure eligible items at specified election dates and report unrealized gains
      and losses on items for which the fair value option has been elected in earnings
      at each subsequent reporting date. Eligible items include, but are not limited
      to, accounts receivable, accounts payable, and issued debt. If elected,
      SFAS 159 is effective for fiscal years beginning after November 15,
      2007. The Company has not elected to measure any additional assets or
      liabilities at fair value that are not already measured at fair value under
      existing standards.




As
        of
        March 31, 2008, the Company’s financial assets included an investment in an
        internet related company. This investment is carried at cost and reviewed
        periodically for impairment. In connection therewith, fair value is estimated
        under FAS 157 based on third party valuation models (i.e., Level 2 as defined
        under SFAS 157) and compared to cost. There was no impairment loss during
        the
        quarter ended March 31, 2008.


In
        December 2007, the FASB issued SFAS No. 141 (revised 2007), “Business
        Combinations *”* (“SFAS 141(R)”). SFAS 141(R) establishes principles and requirements
        for how an acquirer recognizes and measures in its financial statements the
        identifiable assets acquired, the liabilities assumed, any non-controlling
        interest in the acquiree and the goodwill acquired. SFAS 141(R) also
        establishes disclosure requirements to enable the evaluation of the nature
        and
        financial effects of the business combination. SFAS 141(R) is effective for
        fiscal years beginning after December 15, 2008. The Company will apply the
        provisions of SFAS 141(R) to any acquisition after January 1, 2009.
  In
        December 2007, the FASB issued SFAS No. 160, “Accounting for Noncontrolling
        Interests.” SFAS 160 clarifies the classification of noncontrolling interests in
        consolidated balance sheets and reporting transactions between the reporting
        entity and holders of noncontrolling interests. Under this statement,
        noncontrolling interests are considered equity and reported as an element
        of
        consolidated equity. Further, net income encompasses all consolidated
        subsidiaries with disclosure of the attribution of net income between
        controlling and noncontrolling interests. SFAS No. 160 is effective
        prospectively for fiscal years beginning after December 15, 2008. Currently,
        there are no noncontrolling interests in any of the Company’s
        subsidiaries.


4.
      Investments





The
      Company has made investments in four internet-related companies that have been
      accounted for using the cost method. Such investments are reviewed periodically
      for impairment. Impaired investments have been written down to a nominal amount.





The
      Company has working interests in two oil and gas wells in Louisiana. Production
      from the wells in Louisiana was suspended temporarily on or about February
      9,
      2006, because the water level had risen in one of the wells. On or about May
      8,
      2006, work to recomplete the wells in a different sand zone was completed and
      production was restarted. The wells returned to full production at the beginning
      of July 2006. The Company’s share of the costs of recompletion was $70,300. The
      delay between sales of gas by the operator and the Company’s receipt of payments
      from the operator reduced revenues in the second and third quarters of 2006.
      An
      independent reserve study performed, effective January 2008, estimated that
      the
      remaining reserve in the wells including PDP and PDNP, net of expenses and
      discounted at 10%, was $985,829.





The
      Company has interests in certain oil and gas properties in Texas and an
      undivided one-third interest in Century Royalty, which manages oil and gas
      properties in Texas and Louisiana. Century Royalty also holds the rights to
      certain geologic studies that are included under the caption “Investments”
in the accompanying balance sheet. These geologic studies are being carried
      at cost. On June 28, 2006, the working interest partnership of which Century
      Royalty is a member commenced drilling on one of the prospects and planned
      to
      commence drilling on a second prospect once the first was completed. The costs
      of drilling these prospects were expected to exceed Century Royalty’s carried
      interest in the working interest partnership. On June 20, 2006, the Company
      agreed to contribute a maximum of $100,000 towards the drilling of the first
      prospect and decrease its working interest in these two prospects to 11.918%.





On
      October 5, 2006, the Company announced the successful completion of drilling
      in
      the first prospect, located in Liberty County, Texas. The pipeline tie-in of
      the
“Friendswood No. 2 RE” gas well was completed successfully in June 2007. On or
      about September 14, 2007, efforts to increase the pressure of the flow of gas
      from the well were successful and the sale of gas through the pipeline
      commenced. On February 4, 2008, fracturing of the well was completed
      successfully. All 1150 bbls of frac water have been recovered, and the well
      has
      been tested at various pressures. On February 21, 2008, the well was put back
      on
      line full-time. Since then, it has produced around 350 - 400 Mcf per day, up
      from about 60 Mcf per day prior to fracturing. The well continues to produce
      a
      small amount of water, up to about 20 bbls per day. An independent engineering
      company has been hired to conduct a reserve and engineering report to establish
      the estimated size and projected cash flow to be generated by the well. The
      engineering report has not yet been completed because the flow of gas from
      the
      well has not yet become sufficiently steady and established. Based on initial
      reports, the Company expects that up to four additional wells may be required
      to
      obtain maximum flow from the anticipated reserves. Century Royalty and its
      partners are preparing to commence drilling a second well near “Friendswood No.
      2 RE” in the near future.





6





In
      October 2006, the Company granted one of the members of the Texas working
      interest partnership the right to drill a well based on the geological seismic
      data that Century Royalty holds. In return, the Company received a 2% carried
      interest in the proposed well until completion, and a 2% working interest
      thereafter. The “Shirley Gay” well was completed in the beginning of March 2007.
      Pipeline tie-in was completed in February 2008 and sales began shortly
      thereafter. The Company started to receive proceeds from these sales in April
      2008. Through March 1, 2008, the Company’s expenses related to completion of the
“Shirley Gay” well total $25,547. The Company is currently awaiting the
      completion of an independent engineering report to establish the estimated
      size
      and projected cash flow to be generated by the well.





When
      the
      engineering reports on the “Friendswood No. 2 RE” and “Shirley Gay” wells become
      available, the Company will adjust the value of the geological studies
      accordingly. If the report shows that the reserves are low the Company will
      likely record an impairment loss of some or all of the carrying value of its
      geologic studies.




5.
      Net
      Income Per Common Share





Basic
      earnings per share is computed by dividing net income by the weighted average
      number of common shares outstanding at period end. Diluted earnings per share
      is
      computed by dividing net income by the weighted average number of common shares
      and dilutive potential common shares outstanding.


A
        summary of the denominators used to compute basic and
        dilutive earnings per share follow:
  March
                  312008
              
              2007Weighted
                average shares outstanding - used to compute basic earnings per
                share
              
              
              7,502,703
              
              
              7,502,703Dilution
                  applicable to:Warrant
              
              
              1,142,857
              
              
              1,142,857Convertible
                  note payable
              
              
              140,000
              
              
              140,000The
                  Series B Stock
              
              
              1,500,000
              
              
              1,500,000Weighted
                average shares outstanding - used to compute diluted earnings per
                share
              
              
              10,285,560
              
              
              10,285,560
  6.
        Lease
        Termination and Issuance of Series C Preferred Stock





On
      January 9, 2008, the Company entered into an agreement, dated as of January
      3,
      2008, with 116 Newark Avenue Corporation (“116 Newark”) to amend and restate the
      terms of a promissory note issued to 116 Newark dated as of November 30, 2005.
      Pursuant to the agreement, the Company paid all accrued and unpaid interest
      on
      the promissory note through the date of the agreement, and the original note
      was
      amended and restated in a substitute note with a maturity date of December
      20,
      2009. The Company agreed to pay the substitute note’s outstanding principal
      balance of $356,249 in 24 consecutive monthly installments of $14,844, each
      payable on or before the 20th day of the month, beginning in January 2008.
      The
      amended note was non-interest bearing, therefore, the Company
      discounted the note at its original interest rate
      of 7
      percent resulting in a gain on settlement of indebtedness of $23,863.
      Payment and performance under the substitute note has been guaranteed by
      Polystick and secured by a pledge agreement between Polystick and 116 Newark
      pursuant to which Polystick has pledged 356,249 shares of the Company’s Series B
      Preferred Stock to 116 Newark.




7.
        Income
        Taxes
  Income
        taxes otherwise required to be provided for all periods presented have been
        eliminated as a result of net operating loss carryover benefits
        realized.


7




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




**Overview**





Since
      July 2003 our business operations have been focused on managing our existing
      investments in oil and gas assets and entering into new investments in this
      industry. From June 2001 to July 2003, our business operations included managing
      our existing investments and entering into new business operations through
      acquisitions or mergers.




Prior
      to
      June 2001, we had sought to identify and develop attractive early stage Internet
      companies in exchange for equity positions in such companies. We have since
      made
      substantial write downs of these investments to more accurately reflect current
      market valuations, and these investments do not represent a significant asset.
      As of December 31, 2007, these investments were valued at approximately 1.7%
      of
      the total value of our assets. We are continuing to investigate whether or
      not
      there are any business prospects through which material value can be realized
      from the remaining Internet investments.




We
      hold
      working interests in two oil and gas wells in the state of Louisiana.





Through
      Cybershop we also own interests in certain oil and gas properties in Texas
      and
      an interest in Century Royalty LLC (“Century Royalty”), a Texas limited
      liability company that manages the oil and gas properties in Texas and holds
      a
      portion of our interests in the oil and gas wells in Louisiana. Century Royalty
      also holds the rights to certain geologic studies. Century Royalty was a member
      of a working interest partnership that identified several prospects derived
      from
      the geological studies and worked towards drilling these prospects. Century
      Royalty had 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
      came
      first. Century Royalty continues to have a 20% participation interest in all
      subsequent wells drilled in the first 5 prospects. As these joint interest
      partnership agreements have expired, they relate only to prospects for which
      leases have already been taken and not expired. We are entitled to the first
      $4,168,659 of net income in Century Royalty and to 75% of net income thereafter.
      We have received $1,512,370 of this amount as of March 31, 2008. Due to the
      existence of these revenue overrides, the operations of Century Royalty are
      included in the accompanying statements of operations.




On
      June
      28, 2006, the working interest partnership of which Century Royalty was a member
      commenced drilling on one of the prospects and planned to drill on a second
      prospect once the first was completed. The costs of drilling these prospects
      were expected to exceed Century Royalty’s carried interest in the working
      interest partnership. On June 20, 2006, we agreed to contribute a maximum of
      $100,000 towards the drilling of these two prospects and decrease our working
      interest in these two prospects to 11.918%.




On
      October 5, 2006, we announced the successful completion of drilling in the
      first
      prospect, located in Liberty County, Texas. The pipeline tie-in of the
“Friendswood No. 2 RE” gas well was completed successfully in June 2007. On or
      about September 14, 2007, efforts to increase the pressure of the flow of gas
      from the well were successful and the sale of gas through the pipeline
      commenced. On February 4, 2008, we successfully completed fracturing of the
      well. All 1150 bbls of frac water have been recovered, and the well has been
      tested at various pressures. On February 21, 2008, the well was put back on
      line
      full-time. Since then, it has produced around 350 - 400 Mcf per day, up from
      about 60 Mcf per day prior to fracturing. The well continues to produce a small
      amount of water, up to about 20 bbls per day. An independent engineering company
      has been hired to conduct a reserve and engineering report to establish the
      estimated size and projected cash flow to be generated by the well. The
      engineering report has not yet been generated because the flow of gas from
      the
      well has not yet become sufficiently steady and established. Based on initial
      reports, we expect that up to four additional wells may be required to obtain
      maximum flow from the anticipated reserves. Century Royalty and its partners
      are
      preparing to commence drilling a second well near “Friendswood No. 2 RE” in the
      near future.




In
      October 2006, we granted one of the members of the Texas working interest
      partnership the right to drill a well based on the geological seismic data
      that
      Century Royalty holds. In return, we received a 2% carried interest in the
      proposed well until completion, and a 2% working interest thereafter. The
“Shirley Gay” well was completed in the beginning of March 2007. Pipeline tie-in
      was completed in February 2008 and sales began shortly thereafter. We started
      to
      receive proceeds from these sales in April 2008. Through March 1, 2008, our
      expenses related to completion of the “Shirley Gay” well total $25,547. We are
      currently awaiting the completion of an independent engineering report to
      establish the estimated size and projected cash flow to be generated by the
      well.




When
      the
      engineering reports on the “Friendswood No. 2 RE” and “Shirley Gay” Wells become
      available, we will adjust the value of the geological studies accordingly.
      If
      the report shows that the reserves are low we may be required to write-down
      their value or possibly write them off completely.




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 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. We are currently
      seeking to engage additional professional managers to assist in extracting
      value
      from the properties.




8





Our
      principal stockholder is Polystick U.S. Corp. (“Polystick”). 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 (“Series B 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 Series B 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 Series B 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 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
      Series B Certificate of Designations provides that so long as any shares of
      Series B convertible preferred stock are outstanding, we will not, without
      the
      written approval of the holders of at least a majority of the then-outstanding
      Series B convertible preferred stock, increase the maximum number of directors
      constituting our board of directors to more than seven. The Series B Certificate
      of Designations also provides that, so long as any shares of Series B
      convertible preferred stock are outstanding, the holders of the Series B
      convertible preferred stock, voting separately as a class, will be entitled
      to
      designate and elect three of the members of our board of directors. Also, a
      vacancy in any directorship elected by the holders of the Series B convertible
      preferred stock may be filled only by vote or written consent of the holders
      of
      at least a majority of the then outstanding shares of Series B convertible
      preferred stock. The Series B convertible preferred stock has no other voting
      rights except as provided by applicable law.




In
      June
      2001, we sublet to Nekema.com our former offices in Jersey City, New Jersey
      through December 31, 2008. The rent on the sublease was guaranteed by Lumbermens
      Mutual Casualty Company, d/b/a Kemper Insurance Company, until May 2003. In
      September 2002 Nekema ceased business operations and defaulted on the sublease.
      Kemper Insurance Company made all payments of rent due under the sublease
      through May 2003. We ceased paying rent under the lease for this space in July
      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 was for the total sum of $421,455.15 as permitted by law and the court
      approved a settlement of $363,048.88. On November 15, 2005, the trustee in
      the
      bankruptcy filed a notice of filing of final accounts. On February 15, 2006,
      we
      received $22,300.77 in settlement of our claim.




On
      January 3, 2006, we entered into a Termination, Settlement and Release Agreement
      with 116 Newark Avenue Corporation (“116 Newark”), dated as of November 30,
      2005, pursuant to which we agreed to terminate the lease for our former offices
      in Jersey City, New Jersey. Under the terms of the agreement, we paid 116 Newark
      $70,000 in cash, issued a promissory note in the principal amount of $356,249.04
      and 200,000 shares of Series C preferred stock to 116 Newark and reimbursed
      116
      Newark for $10,000 of its legal fees. The promissory note bears interest at
      a
      rate of 7% per annum and is secured by a pledge agreement between Polystick
      and
      116 Newark pursuant to which Polystick has pledged 356,249 shares of our Series
      B Preferred Stock that it holds to 116 Newark. On January 9, 2008, we entered
      into an agreement, dated as of January 3, 2008, with 116 Newark to amend and
      restate the terms of the promissory note. Pursuant to the agreement, we paid
      all
      accrued and unpaid interest on the promissory note through the date of the
      agreement, and the original note was amended and restated in a substitute note
      with a maturity date of December 20, 2009. We agreed to pay the substitute
      note’s outstanding principal balance of $356,249.04 in 24 consecutive monthly
      installments of $14,843.71, each payable on or before the 20th day of the month,
      beginning in January 2008. The substitute note will not accrue interest, except
      that if any monthly installment is not received by 116 Newark within ten days
      of
      its applicable monthly installment date (the “Trigger Date”) then (i) interest
      at the rate of 7% per annum shall be deemed to have begun to accrue from the
      date of the agreement on the then unpaid principal balance of the substitute
      note, and shall continue to accrue until all principal and accrued interest
      on
      the substitute note is paid in full; (ii) all interest that is accrued and
      unpaid as of the Trigger Date shall be immediately due and payable on the
      Trigger Date; and (iii) with each monthly installment following the Trigger
      Date, we will pay all then accrued and unpaid interest on the unpaid principal
      balance of the substitute note through the relevant monthly installment date.
      Payment and performance under the substitute note has been guaranteed by
      Polystick and secured by a pledge agreement between Polystick and 116 Newark
      pursuant to which Polystick has pledged 356,249 shares of our Series B Preferred
      Stock to 116 Newark.


9




Each
      share of Series C preferred stock is convertible at any time into a number
      of
      shares of common stock equal to $1.00 divided by the conversion rate then in
      effect. The terms upon which the Series C convertible preferred stock may be
      converted into common stock are set forth in the Certificate of Designations,
      Preferences and Rights of Series C Convertible Preferred Stock filed by the
      Company with the Secretary of State of the State of Delaware on January 3,
      2006
      (“Series C Certificate of Designations”). As of May 5, 2008, the Series C
      convertible preferred stock owned by 116 Newark was convertible into 200,000
      shares of common stock.




No
      dividends are payable on the Series C convertible preferred stock.




Upon
      any
      Liquidation Event, as defined in the Series C Certificate of Designations,
      the
      holders of the outstanding Series C 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 Series C Certificate of
      Designations), to be paid an amount equal to $1.00 per share. If upon any
      Liquidation Event our net assets distributable among the holders of the Series
      C
      convertible preferred stock are insufficient to permit the payment in full
      of
      such preferential amount to the holders of the Series C convertible preferred
      stock, then our net assets will be distributed ratably among the holders of
      the
      Series C convertible preferred stock in proportion to the amounts they otherwise
      would have been entitled to receive.




The
      Series C Certificate of Designations provides that so long as any shares of
      Series C 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 C convertible preferred stock, (i) issue any additional shares of Series
      C convertible preferred stock, or (ii) issue any Senior Stock or Parity Stock
      (as such terms are defined in the Series C Certificate of Designations), unless
      such Senior Stock or Parity Stock is to be issued in exchange for (A) cash
      or
      services rendered or to be rendered by parties who are not Affiliates (as
      defined in the Series C Certificate of Designations) of the Company, in either
      case having a value greater than the aggregate liquidation preference of such
      Senior Stock or Parity Stock, or (B) equity securities or assets of one or
      more
      businesses that are not Affiliates of the Company, in either case having a
      value
      that is equal to or greater than the aggregate liquidation preference of such
      Senior Stock or Parity Stock. The Series C convertible preferred stock has
      no
      other voting rights except as provided by applicable law.




**Results
      of Operations**




Three
      Months Ended March 31, 2008 compared to Three Months Ended March 31,
      2007




Revenues:
      Revenues for the quarter increased by $204,401 or 136.1%, to $354,543 in 2008
      from $150,142 in 2007. This increase was due to increased production and
      increased oil and gas prices.




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
      $38,992 or 34.8%, to $151,146 in the quarter ended March 31, 2008 from $112,154
      in the quarter ended March 31, 2007, primarily as a result of an increase in
      administrative expenses which was offset by a decrease in depletion of the
      wells
      in Louisiana.




Interest
      expense: Interest expense for the quarter ended March 31, 2008 was $10,583
      and
      for the quarter ended March 31, 2007 was $14,234. The decrease is a result
      of
      the reduction in outstanding debt.




Net
      Income: Net Income increased by $192,923 from net income of $23,754 in the
      first
      quarter of 2007, or $0.00 per basic and diluted common share, to net income
      of
      $216,677 in the first quarter of 2008, or $0.03 per basic and $0.02 for diluted
      common share.




Income
      taxes otherwise required to be provided for
      all periods presented have been eliminated as a result of net operating loss
      carryover benefits realized.




**Liquidity
      and Capital Resources**





Net
      cash
      provided by operations increased by 35%, or $31,887, from $90,214 for the three
      months ended March 31, 2007, to $122,100 for the three months ended March 31,
      2008. The increase was due primarily to the increase in production of the
      Lousiana wells.





Net
      cash
      used by investing activities during the three months ended March 31, 2008,
      was
      $34,654, as compared to $6,139 in the corresponding period of the prior
      year. The increase relates to additional investments in Texas
      wells.




Net
      cash
      used by financing activities during the three months ended March 31, 2008,
      was
      $61,548, as compared to $0 used by financing activities in the prior year.
      The
      cash used in 2008 was attributable to a repayment of principal on notes
      payable.




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.




10





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 was evidenced by a promissory note bearing interest
      at
      8% per annum 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 March 20, 2006,
      we
      repaid $20,000 of the accrued and unpaid interest on the July 21, 2003 note
      and
      negotiated an extension of the maturity date of the note to September 1, 2006.
      On September 20, 2006, we negotiated an extension of the maturity date of the
      note to March 1, 2007. On March 1, 2007, we negotiated an extension of the
      maturity date of the note to September 1, 2007. On September 6, 2007, we repaid
      $20,000 of the accrued and unpaid interest on the note and $20,000 of the
      principal balance of the note and negotiated an extension of the maturity date
      of the note to March 1, 2008. On March 13, 2008, we repaid $20,000 of the
      accrued and unpaid interest on the note and $10,000 of the principal balance
      of
      the note and negotiated an extension of the maturity date of the note to
      September 1, 2008.




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 an expense of $129,000 for
      the value of the warrants and the conversion feature of the note calculated
      using the Black-Scholes method.




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,
      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.




On
      July
      11, 2006, we entered into an agreement with Emerald dated as of May 10, 2006,
      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, 2007 to January 10, 2008 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, 2007. The term of the warrant was
      also
      extended from May 10, 2006 to May 10, 2007.




On
      May 7,
      2007, we entered into an agreement with Emerald dated as of May 7, 2007,
      pursuant to which we agreed to further extend and renew the note and the
      warrant. Under the terms of the agreement, the maturity date of the note was
      extended from January 10, 2008 to July 10, 2008, 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 July 10, 2008. The term
      of
      the warrant was also extended from May 10, 2007 to May 10, 2008.




11





On
      January 3, 2006, we entered into a Termination, Settlement and Release Agreement
      with 116 Newark Avenue Corporation, dated as of November 30, 2005, pursuant
      to
      which we agreed to terminate the lease for our former offices in Jersey City,
      New Jersey. Under the terms of the agreement, we paid 116 Newark $70,000 in
      cash, issued a promissory note in the principal amount of $356,249.04 and
      200,000 shares of Series C preferred stock to 116 Newark and reimbursed 116
      Newark for $10,000 of its legal fees. The promissory note matured on November
      29, 2007 and bore interest at a rate of 7% per annum. Payment and performance
      under the promissory note was guaranteed by Polystick and secured by a pledge
      agreement between Polystick and 116 Newark pursuant to which Polystick pledged
      356,249 shares of our Series B Preferred Stock that it holds to 116 Newark.
      116
      Newark has the right to include any shares of common stock received upon
      conversion of the Series C preferred stock and upon conversion of the pledged
      shares as part of any registration statement that we may file in connection
      with
      any public offering of our securities (excluding registration statements on
      Forms S-4 and S-8). On January 9, 2008, we entered into an agreement, dated
      as
      of January 3, 2008, with 116 Newark to amend and restate the terms of the
      promissory note. Pursuant to the agreement, we paid all accrued and unpaid
      interest on the promissory note through the date of the agreement, and the
      original note was amended and restated in a substitute note with a maturity
      date
      of December 20, 2009. We agreed to pay the substitute note’s outstanding
      principal balance of $356,249.04 in 24 consecutive monthly installments of
      $14,843.71, each payable on or before the 20th day of the month, beginning
      in
      January 2008. The substitute note will not accrue interest, except that if
      any
      monthly installment is not received by 116 Newark within ten days of its
      applicable monthly installment date (the “Trigger Date”) then (i) interest at
      the rate of 7% per annum shall be deemed to have begun to accrue from the date
      of the agreement on the then unpaid principal balance of the substitute note,
      and shall continue to accrue until all principal and accrued interest on the
      substitute note is paid in full; and (ii) all interest that is accrued and
      unpaid as of the Trigger Date shall be immediately due and payable on the
      Trigger Date; and (iii) with each monthly installment following the Trigger
      Date, we will pay all then accrued and unpaid interest on the unpaid principal
      balance of the substitute note through the relevant monthly installment date.
      Payment and performance under the substitute note has been guaranteed by
      Polystick and secured by a pledge agreement between Polystick and 116 Newark
      pursuant to which Polystick has pledged 356,249 shares of our Series B Preferred
      Stock to 116 Newark.




We
      believe that our existing capital resources will enable us to maintain our
      operations at existing levels for at least the next 12 months, assuming that
      we
      can extend the maturities of the notes we issued to Brooks Station and Emerald
      beyond 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.




**Critical
      Accounting Policies and Use of Estimates**




The
        Company’s discussion and analysis of financial condition and results of
        operations are based on the condensed financial statements. The preparation
        of
        these financial statements requires the Company to make estimates and judgments
        that affect the amounts reported in them. The Company’s critical accounting
        policies and estimates include those related to oil and natural gas activities,
        full cost method, proved oil and natural gas reserves, depletion reserves,
        future development and abandonment costs, asset retirement obligations, and
        valuation of investment in non-publicly traded companies. The Company bases
        its
        estimates on historical experience and on various other assumptions that
        management believes to be reasonable under the circumstances. Actual results
        may
        differ from these estimates under different assumptions or conditions. For
        additional information about the Company’s critical accounting policies and
        estimates, see Note 2 to the financial statements included in the Company’s Form
        10-KSB for the year ended December 31, 2007. There were no significant changes
        in critical accounting policies and estimates during the three months ended
        March 31, 2008.
 
 New
        accounting pronouncements and the Company’s assessment of their impact on the
        financial statements are disclosed in Note 2 to the notes to consolidated
        financial statements contained herein.




12





**Off-Balance
      Sheet Arrangements**




We
      have
      no off-balance sheet arrangements that have or are reasonably likely to have
      a
      current or future material effect on our financial condition, changes in
      financial condition, revenues or expenses, results of operations, liquidity,
      capital expenditures or capital resources.





**Tabular
      Disclosure of Contractual Obligations**





The
      following summarizes the Company’s estimated contractual obligations at March
      31, 2008, and the effect such obligations are expected to have on its liquidity
      and cash flows in the future periods.





Payments
                due by periodContractual
                Obligations
            
            Total
            
            Less than 1 year
            
            1-3
                years
            
            3-5
              years
            
            More
                than
              5
                yearsLong-term
                Debt Obligations
            
            $
            650,838
            
            $
            526,193
            
            $
            124,645
            
            
            0
            
            
            0Capital
                (Finance) Lease Obligations
            
            
            0
            
            
            0
            
            
            0
            
            
            0
            
            
            0Operating
                Lease Obligations
            
            
            0
            
            
            0
            
            
            0
            
            
            0
            
            
            0Purchase
                Obligations
            
            
            0
            
            
            0
            
            
            0
            
            
            0
            
            
            0Other
                Long-Term Liabilities Reflected on the Registrant’s Balance Sheet under
                GAAP
            
            
            0
            
            
            0
            
            
            0
            
            
            0
            
            
            0Total
            
            $
            650,838
            
            $
            526,193
            
            $
            124,645
            
            
            0
            
            
            0





**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, 2007.




13




**Item
      4T. Controls and Procedures**




*Evaluation
      of Disclosure Controls and Procedures* .
      Our
      management, including our chief executive officer and chief financial officer,
      evaluated the effectiveness of our disclosure controls and procedures as of
      the
      end of the period covered by this report. Based on that evaluation, our
      management, including our chief executive officer and chief financial officer,
      concluded that our disclosure controls and procedures as of the end of the
      period covered by this report were effective such that the information required
      to be disclosed by us in reports filed under the Securities Exchange Act of
      1934
      is (i) recorded, processed, summarized and reported within the time periods
      specified in the SEC’s rules and forms and (ii) accumulated and communicated to
      our management, including our chief executive officer and chief financial
      officer, as appropriate to allow timely decisions regarding disclosure. A
      controls system cannot provide absolute assurance, however, that the objectives
      of the controls system are met, and no evaluation of controls can provide
      absolute assurance that all control issues and instances of fraud, if any,
      within a company have been detected.




*Changes
      in Internal Control over Financial Reporting.* There
      has been no change in our internal control over financial reporting, known
      to
      the chief executive officer and chief financial officer, that occurred during
      the quarter ended March 31, 2008, that has materially affected, or is reasonably
      likely to materially affect, our internal control over financial
      reporting.





14


**PART
      II. OTHER INFORMATION**


Item
        5. Other Information
  On
        May
        13, 2008, GSV, Inc. (the “Company”) and Brooks Station Holdings, Inc. (“Brooks
        Station”) entered into an amended and restated promissory note, dated as of
        March 11, 2008 (the “Restated Note”). The Restated Note restates a promissory
        note made by the Company in favor of Brooks Station on July 21, 2003 to conform
        the terms of the instrument to an amendment agreement entered into by the
        parties as of March 11, 2008. The Restated Note has a principal amount of
        $160,000 and accrued interest of $22,533.33, bears interest at a rate of
        8% per
        annum and matures on September 1, 2008. The Restated Note is secured by a
        lien
        on all of the Company’s assets.
 **Item
        6. Exhibits**




10.1
            Agreement
                dated as of March 11, 2008, between the Registrant and Brooks Station
                Holdings, Inc.10.2
            Form
                of Amended and Restated Promissory Note issued to Brooks Station
                Holdings,
                Inc.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.




15


**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:
              May 14, 2008By:
            /s/
                Gilad GatGilad
                Gat
              Chief
                Executive Officer
              (principal
                executive officer)
              Chief
                Financial Officer
              (principal financial and accounting officer)





16


**EXHIBIT
      INDEX**





Exhibit No.
            
            Description10.1
            
            Agreement
                dated as of March 11, 2008, between the Registrant and
              Brooks
                Station Holdings, Inc.10.2
            
            Form
                of Amended and Restated Promissory Note issued to Brooks
              Station
                Holdings, Inc.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.




17