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

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

                  For the quarterly period ended June 30, 2005

                                       OR

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

                 For the transition period from              to
                                                 -----------     ----------

                         Commission File Number 0-23901

                                    GSV, INC.

        (Exact name of small business issuer as specified in its charter)

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

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

Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Exchange  Act during the past 12 months (or for such shorter
period  that the issuer was  required  to file such  reports),  and (2) has been
subject to such filing requirement for the past 90 days. Yes  X         No
                                                             ---           ---

The number of shares of the issuer's  common  stock,  par value $.001 per share,
outstanding on August 11, 2005 was 7,472,703  shares,  excluding  168,592 shares
held in Treasury.

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

                              INDEX TO FORM 10-QSB

                                                                        Page
                                                                       Number
                                                                       ------

PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements:

         Consolidated Balance Sheet (unaudited)                          3

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

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

         Notes to Consolidated Financial Statements (unaudited)          7

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

Item 3.  Controls and Procedures                                        13

PART II. OTHER INFORMATION

Item 6.  Exhibits                                                       14

SIGNATURES                                                              15



                                      -2-
<PAGE>
                          PART I. FINANCIAL INFORMATION

Item 1. - Financial Statements

                           GSV, Inc. and Subsidiaries
                           CONSOLIDATED BALANCE SHEET
                                  June 30, 2005
                                   (Unaudited)
<TABLE>
<S>                                                            <C>
        ASSETS
CURRENT ASSETS
  Cash and cash equivalents                                     $       261,616
  Accounts receivable and other current assets                          126,049
                                                                ----------------

         Total current assets                                           387,665


  Investments                                                            50,000
  Other long-term assets - geologic studies                           2,316,721
  Investments - oil & gas wells, net                                     80,845
  Property and equipment, net                                             6,924
  Other assets
                                                                      2,454,490
                                                                ----------------
         Total assets                                           $     2,842,155
                                                                ================

  LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
  Accounts payable                                              $       375,079
  Other current liabilities                                     $       112,996
  Accrued interest                                              $        34,000
                                                                ----------------
  Total Current Liabilities                                     $       522,075
                                                                ----------------
  Note payable                                                          425,000
                                                                ----------------
         Total liablities                                               947,075
                                                                ----------------

STOCKHOLDERS' EQUITY
  Series B preferred stock, $0.001 par value;
   1,500,000 shares authorized; 1,500,000 shares
   issued and outstanding                                                 1,500
  Common stock, $0.001 par value; 75,000,000 shares
   authorized; 7,641,295 issued;
   7,472,703 outstanding                                                  7,641
  Additional paid-in capital                                         41,016,185
  Treasury stock                                                       (558,998)
  Accumulated deficit                                               (38,571,248)
                                                                 ---------------

         Total stockholders' equity                                   1,895,080
                                                                 ---------------
         Total liabilities and stockholders' equity             $     2,842,155
                                                                 ===============
</TABLE>

    The accompanying notes are an integral part of the financial statements



                                      -3-
<PAGE>
                           GSV, Inc. and Subsidiaries
                      CONSOLIDATED STATEMENT OF OPERATIONS
                 For the six months ended June 30, 2005 and 2004
                                  (Unaudited)

<TABLE>
<S>                                          <C>             <C>

                                                 2005              2004
                                                 ----              ----

Oil and gas income                              332,399               35,090
Other income                                        ---               14,452
                                             -----------         ------------

  Total revenues                                332,399               49,542

General and administrative expenses             470,876              298,070
                                             -----------         ------------

  Total operating expenses                      470,876              298,070

  Loss from operations before other income     (138,477)            (248,528)
  and expense

  Interest income, net                                8                   30
  Interest expense                              (18,148)              (8,500)
  Gain on sale of investments                       ---               16,077
                                             -----------         ------------

  NET LOSS                                   $ (156,617)         $  (240,921)
                                             ===========         ============

Net loss per common share:
Loss per common share from
  operations - basic                         $    (0.02)         $    (0.03)
                                             ===========         ===========
Weighted average common shares
  outstanding, basic                          7,472,703           7,253,416
                                             ===========         ===========
</TABLE>


    The accompanying notes are an integral part of the financial statements


                                      -4-
<PAGE>
                           GSV, Inc. and Subsidiaries
                      CONSOLIDATED STATEMENT OF OPERATIONS
                For the three months ended June 30, 2005 and 2004
                                  (Unaudited)

<TABLE>
<S>                                          <C>             <C>

                                                 2005              2004
                                                 ----              ----

Oil and gas income                              166,786               27,359
Other income                                        ---                  ---
                                             -----------         ------------

  Total revenues                                166,786               27,359

General and administrative expenses             248,425              169,741
                                             -----------         ------------

  Total operating expenses                      248,425              169,741
                                             -----------         ------------

  Loss from operations before other income      (81,639)            (142,382)
  and expense

  Interest income, net                                2                    5
  Interest expense                               (8,500)              (4,250)
  Gain on sale of investments                       ---                  ---
                                             -----------         ------------
  NET LOSS                                   $  (90,137)         $  (146,627)
                                             ===========         ============

Net loss per common share:
Loss per common share from
  operations - basic                         $    (0.01)               (0.02)
                                             ===========         ============

Weighted average common shares
  outstanding, basic                          7,472,703            7,253,416
                                             ===========         ============
</TABLE>


    The accompanying notes are an integral part of the financial statements


                                      -5-
<PAGE>
                           GSV, Inc. and Subsidiaries
                      CONSOLIDATED STATEMENT OF CASH FLOWS
                 For the six months ended June 30, 2005 and 2004
                                  (Unaudited)


<TABLE>
<S>                                                             <C>             <C>
                                                                     2005            2004
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss                                                           (156,617)       (240,921)
Adjustments to reconcile net loss to net cash flows
 from operating activities:
Depreciation                                                          1,500           5,204
Depletion                                                           205,235          27,346
Increase (decrease) in cash from changes in:
Account receivable and other current assets                              53          (7,366)
Other assets                                                          4,598           4,798
Accounts payable and other current liabilities                       71,578         148,764
                                                             ---------------    ------------
Net cash flows from operating activities                            126,347         (62,175)


CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of investment - oil & gas wells                             (6,954)        (66,384)
                                                             ---------------    ------------
Net cash flows from investing activities                             (6,954)        (66,384)

CASH FLOWS FROM FINANCING ACTIVITIES
Increase (Decrease) in notes payable                                (25,000)        250,000
                                                             ---------------    ------------
Net cash flows from financing activities                            (25,000)        250,000

Net increase in cash                                                 94,393         121,441

CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR                        167,223          18,410
                                                             ---------------    ------------

CASH AND CASH EQUIVALENTS, END OF YEAR                              261,616         139,851
                                                             ===============    ============
</TABLE>

    The accompanying notes are an integral part of the financial statements


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

1.   Description of the Business and Basis of Presentation

Since July 2003 the business  operations of GSV, Inc. and its subsidiaries  (the
"Company")  have been focused on managing  existing  investments  in oil and gas
assets and  entering  into new  investments  in this  industry.  Currently,  the
Company has been  pursuing  opportunities  in the  alternative  energies  arena,
specifically in the biodiesel sector.

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

Prior to June 2001,  the Company had sought to identify  and develop  attractive
early  stage  Internet  companies  in  exchange  for  equity  positions  in such
companies.  The Company has since made  substantial  write downs of its internet
investments to more  accurately  reflect  current market  valuations,  and these
investments  do not represent a significant  asset.  As of June 30, 2005,  these
investments  were  valued  at  approximately  1.8%  of the  total  value  of the
Company's  assets.  The Company received  approximately  $16,000 in January 2004
when one of these  investments,  Fasturn,  Inc., was liquidated.  The Company is
continuing  to  investigate  whether  or not  there are any  business  prospects
through  which  material  value  can be  realized  from the  remaining  internet
investments.

Effective June 1, 2002, the Company  acquired  working  interests in two oil and
gas wells in the state of Louisiana pursuant to an asset purchase agreement with
Polystick U.S. Corporation ("Polystick"), a privately held New York corporation.
Additionally,  the  Company  acquired  an  option,  including  a right  of first
refusal,  to  purchase  other  oil and gas  properties  held by  Polystick.  The
consideration  consisted of $550,000 in cash and 850,000 shares of the Company's
common stock valued at $0.25 per share.

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

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

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

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

The information presented as of June 30, 2005 is unaudited,  but, in the opinion
of management of the Company, the accompanying  unaudited consolidated financial
statements  contain  all  adjustments   (consisting  only  of  normal  recurring
adjustments) which the Company considers  necessary for the fair presentation of
the  Company's  financial  position  as of June 30,  2005,  the  results  of its
operations  for the three and six month periods ended June 30, 2005 and 2004 and
its cash flows for the three and six month periods ended June 30, 2005 and 2004.
The consolidated financial statements included herein have been prepared without
audit  pursuant to the rules and  regulations  of the  Securities  and  Exchange
Commission.  Accordingly,  certain information and footnote disclosures normally
included in financial  statements prepared in accordance with generally accepted
accounting  principles  have  been  condensed  or  omitted.  These  consolidated
financial  statements  should be read in conjunction with the Company's  audited
consolidated  financial  statements  and  accompanying  notes for the year ended
December 31, 2004,  included in the  Company's  Annual  Report on Form 10-KSB as
filed with the Securities and Exchange Commission.  Certain prior period amounts
have been reclassified to conform to the current period presentation.

2.   Investments

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


                                      -7-
<PAGE>
As described above,  the Company  acquired working  interests in two oil and gas
wells  effective  June 1,  2002 for  $550,000  in cash and  common  stock of the
Company  valued at $212,500,  for a total  investment of $762,500.  The asset is
depleted on a periodic  basis using the units of  production  method.  Depletion
expense for the quarter ended June 30, 2005 was $108,071.  In the fourth quarter
of 2002, the properties exhibited a marked decrease in the volume of oil and gas
produced.  On May 20, 2004, the Company elected to participate in  re-completion
of one of the wells in Louisiana.  The work was  successfully  completed on June
10,  2004.  The total cost to the Company was  $74,063.  The Company has seen an
increase  in  revenues  as a  result  of the  re-completion  of  this  well.  An
independent  reserve study  performed  effective  March 2005 estimates the total
remaining  reserves in this well  including  PDP and PDNP,  net of expenses  and
discounted at 10%, was $778,954.

As  described  above,  on July 21,  2003,  the Company  entered  into the Merger
Agreement,  pursuant to which,  on the same day, POGI was merged into Merger Sub
and in consideration thereof the Company issued to Polystick 4,500,000 shares of
common stock and 1,500,000 shares of Series B convertible  preferred stock. Each
share of Series B convertible  preferred stock is convertible at any time at the
holder's  option into a number of shares of common stock equal to $1.00  divided
by the conversion price then in effect. The conversion price is initially $1.00.
No dividends are payable on the Series B  convertible  preferred  stock,  except
that in the event  dividends  are declared  with respect to common  stock,  each
holder of share of Series B  convertible  preferred  stock  shall be entitled to
receive an amount equal to the amount of dividends  that would have been paid on
the shares of common stock  issuable upon  conversion of such shares of Series B
convertible  preferred  stock has such shares been  converted  into common stock
immediately  before such dividend was declared.  Upon any Liquidation Event, the
holders of the outstanding Series B convertible preferred stock will be entitled
to be paid an amount  equal to $1.00 per share plus the  amount of any  declared
and unpaid dividends  thereon.  If upon any Liquidation Event, the net assets of
the  Company are  insufficient  to permit  payment in full of such  preferential
amount to the holders of Series B convertible  preferred stock,  then the entire
net assets of the Company will be  distributed  ratably among the holders of the
Series B convertible preferred stock.

Following  is a condensed  balance  sheet  showing the fair values of the assets
acquired and the liabilities assumed as of the date of the acquisition:
<TABLE>
                        <S>                                <C>
                        Current assets                     $   210,784
                        Other long-term assets               2,316,721
                        Investments - oil & gas wells          219,420
                                                           ------------
                                                             2,746,925
                        Current liabilities                   (121,925)
                                                           ------------
                        Net assets acquired                $ 2,625,000
                                                           ============
</TABLE>

In connection with and as a condition to the Merger, the Company redeemed all of
its existing  outstanding  Series A preferred stock, par value $0.001 per share,
for  $400,001,  plus  dividends  payable.  The  Company  paid  $263,801  of  the
redemption price in cash and $200,000 by a full recourse promissory note bearing
interest at a rate of 8% per annum and due September 4, 2004,  secured by a lien
on all of the Company's  assets.  The maturity date of the  promissory  note has
been extended to September 1, 2005.

As a result of the Merger,  the Company  acquired an interest in Century,  which
holds certain oil and gas properties in Texas plus an additional interest in the
Louisiana  properties in which the Company presently holds an interest.  Century
also holds the rights to certain  geologic  studies  that are  included in other
long term assets on the  accompanying  balance  sheet.  Century is a member of a
working interest  partnership that has identified several prospects derived from
the geological studies and is working towards drilling these prospects.  Century
has a carried  interest with this  partnership of 20% for the first well drilled
in the first 5 prospects or $ 1.25 million of investment, whichever comes first.
Century has a 20% participation  interest in all subsequent wells drilled in the
first  5  prospects.  For  later  prospects,  Century  is  entitled  to  an  80%
participation interest. GSV is entitled to the first $4,168,659 of net income in
Century and to 75% of net income  thereafter.  The balance of this preference as
of June 30,  2005 was  $3,800,384.  On November  1, 2004,  the working  interest
partnership  started work on a re-entry prospect in Texas.  After reaching 6,000
feet and logging,  it was determined  that it was not economical to complete the
well and it was decided on November 8, 2004, to plug and abandon the well.

3.   Stockholders' Equity

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


                                      -8-
<PAGE>
4.   Net Loss Per Common Share

Basic net loss per common  share is  calculated  by dividing net loss per common
share after effect of adjustable  common stock warrants,  as explained below, by
the weighted  average  number of shares of common stock  outstanding  during the
period as follows:

<TABLE>
<S>                      <C>              <C>            <C>             <C>             <C>            <C>
                                                        6 Months ended June 30
                                           2005                                           2004
                          ----------------------------------------       ----------------------------------------
                                                         Per                                            Per
                          Loss            Shares         Share           Loss            Shares         Share
                          ----------------------------------------       ----------------------------------------
Loss from continuing
operations                $ 156,617      7,472,703      $ (0.02)       $ (240,921)      7,253,416      $    (.03)
Effect of preferred
stock dividends
                          ---------      ---------      --------       ----------       ---------      ---------
Net loss available
for common
shareholders              $ 156,617      7,472,793      $ (0.02)       $ (240,921)      7,253,416      $    (.03)

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


                                      -9-
<PAGE>
Item 2. Management's  Discussion and Analysis of Financial Condition and Results
     of Operations

Overview

Since  July 2003 our  business  operations  have been  focused on  managing  our
existing  investments in oil and gas assets and entering into new investments in
this industry. Currently, we have been pursuing opportunities in the alternative
energies  arena,  specifically in the biodiesel  sector.  From June 2001 to July
2003, our business  operations  included  managing our existing  investments and
entering into new business operations through acquisitions or mergers.

Prior to June 2001, we had sought to identify and develop attractive early stage
internet  companies in exchange for equity positions in such companies.  We have
since made  substantial  write  downs of these  investments  to more  accurately
reflect  current  market  valuations,  and our  investments  do not  represent a
significant  asset.  As of June 30,  2005,  these  investments  were  valued  at
approximately1.8%   of  the  total  value  of  our  assets.   We  are  presently
investigating  whether or not there are any  business  prospects  through  which
material value can be realized from the remaining investments.

Effective June 1, 2002, we acquired  working  interests in two oil and gas wells
in the state of Louisiana pursuant to an asset purchase agreement with Polystick
U.S. Corporation ("Polystick").  The consideration consisted of $550,000 in cash
and 850,000 shares of our common stock valued at $0.25 per share.  Additionally,
we acquired a one-year  option  valued at $80,210,  including the right of first
refusal, to purchase other oil and gas properties held by Polystick.

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

As a result of the merger we acquired,  through Cybershop L.L.C., an interest in
Century  Royalty LLC, a Texas limited  liability  company that holds certain oil
and gas  properties  in  Texas  plus an  additional  interest  in the  Louisiana
properties  in which we  presently  hold an interest.  Century  Royalty LLC also
holds the rights to certain  geologic  studies.  Due to the existence of certain
revenue  overrides  accruing  to the benefit of  Polystick,  the  operations  of
Century Royalty LLC are included in the accompanying statements of operations.

The  sole  shareholder  of  Polystick  is  RT  Sagi  Holding  Ltd.,  an  Israeli
corporation.  The sole stockholder of RT Sagi and indirect owner of Polystick is
Mr. Sagi Matza.  Effective as of the  consummation of the Merger,  Mr. Matza was
appointed to our board of directors as the designee of Polystick.  Polystick has
the right to elect two additional  persons to our board of directors but has not
yet done so.

Each share of Series B convertible preferred stock is convertible at any time at
the  holder's  option  into a number of shares  of common  stock  equal to $1.00
divided by the conversion price then in effect.  The terms upon which the Series
B convertible  preferred  stock may be converted into common stock are set forth
in  the  Certificate  of  Designations,  Preferences  and  Rights  of  Series  B
Convertible  Preferred Stock filed by the Company with the Secretary of State of
the State of Delaware on July 18, 2003  ("Certificate of  Designations").  As of
November 1, 2003,  the Series B convertible  preferred  stock owned by Polystick
was convertible into 1,500,000 shares of common stock.

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

Upon any Liquidation  Event, as defined in the Certificate of Designations,  the
holders  of the  outstanding  Series  B  convertible  preferred  stock  will  be
entitled,  before  any  distribution  or payment is made to any holder of common
stock or any other Junior Stock (as defined in the Certificate of Designations),
to be paid an amount  equal to $1.00 per share plus the  amount of any  declared
and  unpaid  dividends  thereon.  If upon any  Liquidation  Event our net assets
distributable among the holders of the Series B convertible  preferred stock are
insufficient  to permit the payment in full of such  preferential  amount to the
holders of the Series B  convertible  preferred  stock,  then the our net assets
will be  distributed  ratably  among the  holders  of the  Series B  convertible
preferred  stock in  proportion  to the amounts they  otherwise  would have been
entitled to receive.

The Certificate of Designations  provides that so long as any shares of Series B
convertible  preferred stock are  outstanding,  we will not, without the written
approval of the holders of at least a majority of the then-outstanding  Series B
convertible   preferred   stock,


                                      -10-
<PAGE>
increase the maximum number of directors  constituting our board of directors to
more than seven. The Certificate of Designations  also provides that, so long as
any shares of Series B convertible preferred stock are outstanding,  the holders
of the Series B convertible  preferred stock, voting separately as a class, will
be  entitled  to  designate  and  elect  three of the  members  of our  board of
directors.  Also,  a vacancy in any  directorship  elected by the holders of the
Series B  convertible  preferred  stock  may be filled  only by vote or  written
consent of the holders of at least a majority of the then outstanding  shares of
Series B convertible  preferred stock. The Series B convertible  preferred stock
has no other voting rights except as provided by applicable law.

In  connection  with and as a condition  to  consummation  of the merger in July
2003, we redeemed all of our outstanding  Series A convertible  preferred stock,
par value  $0.001  per share,  for  $400,001  plus  dividends  payable.  We paid
$263,801  of the  redemption  price in cash and  $200,000 by a  promissory  note
secured by a lien on all of our assets.

Off-Balance Sheet Transactions

In June 2001, we sublet to  Nekema.com  our former  offices in Jersey City,  New
Jersey  through  December 31, 2008.  The rent on the sublease was  guaranteed by
Lumbermens Mutual Casualty Company,  d/b/a Kemper Insurance  Company,  until May
2003. In September 2002 Nekema ceased  business  operations and defaulted on the
sublease.  Kemper  Insurance  Company  made all  payments  of rent due under the
sublease  through  May 2003.  On May 5,  2004 we filed a proof of claim  against
Nekema's estate in the United States  Bankruptcy Court for the Southern District
of New York. The proof of claim is for the total sum of $421,455.15 as permitted
by law. We cannot  assure you that we will be able to collect any of this claim.
We  ceased  paying  rent  beginning  in July  2003  and  since  then  have  been
negotiating  towards  a  settlement  with  the  landlord.  If we are  unable  to
negotiate a settlement with the landlord,  we will remain  obligated to pay rent
on the space  until our lease  expires  in  December  2008.  The lease  contains
automatic  increases  based upon the  consumer  price index.  Estimated  minimum
future  lease  payments,  including  such  increases,   aggregate  approximately
$700,934.

Results of Operations

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

Revenues:  Revenues for the quarter increased by $139,427 over the corresponding
period  of the  preceding  year due  primarily  to the  increase  in  production
resulting  from the  expansion of one of the two wells in  Louisiana,  which was
completed on June 10, 2004.

General  and  administrative:   General  and  administrative   expenses  consist
primarily  of  payroll  and  payroll   related   expenses  for   administrative,
information  technology,  accounting,  and  management  personnel,  legal  fees,
depletion and general corporate  expenses.  General and administrative  expenses
increased by 46.3%,  or $78,684,  to $248,425 in the second quarter of 2005 from
$169,741 in the second quarter of 2004, primarily as a result of the increase in
depletion expense.

Interest income,  net:  Interest income decreased $3 to $2 in the second quarter
of 2005 from $5 in the second  quarter of 2004.  The decrease is  primarily  the
result of the decrease in interest rates.

Net Losses:  Loss from  operations  decreased  by $56,490  from  $146,627 in the
second  quarter of 2004,  or ($0.02)  per basic and  diluted  common  share,  to
$90,137 in the first  quarter of 2005,  or ($0.01) per basic and diluted  common
share.

Six Months Ended June 30, 2005 compared to Six Months Ended June 30, 2004.

Revenues:  Revenues for the period increased by $282,857 over the  corresponding
period  of the  preceding  year due  primarily  to the  increase  in  production
resulting  from the  expansion of one of the two wells in  Louisiana,  which was
completed on June 10, 2004.

General  and  administrative:   General  and  administrative   expenses  consist
primarily  of  payroll  and  payroll   related   expenses  for   administrative,
information  technology,  accounting,  and  management  personnel,  legal  fees,
depletion and general corporate  expenses.  General and administrative  expenses
increased  by 58.0%,  or  $172,806,  to $470,876 in the first six months of 2005
from $298,070 in the first six months of 2004, primarily as a result of increase
in depletion expense.

Interest  income,  net:  Interest  income  decreased  $22 to $8 in the first six
months  of 2005  from $30 in the  first six  months  of 2004.  The  decrease  is
primarily the result of the decrease in interest rates.

Net Losses: Loss from operations decreased by $84,304 from $240,921 in the first
six months of 2004, or ($0.03) per basic and diluted  common share,  to $156,617
in the first six months of 2005, or ($0.02) per basic and diluted common share.

Liquidity and Capital Resources

Net cash provided by operations increased by $188,522, from a deficit of $62,175
for the six months  ended June 30,  2004,  to a


                                      -11-
<PAGE>
positive  $126,347 for the six months ended June 30, 2005.  The increase in cash
provided by operations  was primarily due to the sharp increase in revenues from
the wells in Louisiana and a drop in general and  administrative  expenses other
than depletion.

Net cash used in investing activities during the six months ended June 30, 2005,
was $6,954,  as compared to $(66,384) in the  corresponding  period of the prior
year.

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

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

On 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.

Our  principal  stockholder,  Polystick,  entered  into a guaranty  and a pledge
agreement  with Emerald  under which  Polystick  pledged  200,000  shares of our
Series B  convertible  preferred  stock as  collateral  security  for the  note.
Polystick  also  entered  into a  voting  agreement  with  Emerald  under  which
Polystick  agreed that if we fail to fully and timely fulfill our obligations to
appoint or nominate a  representative  for  election to our board of  directors,
then,  at  Emerald's  request,  Polystick  will  vote  its  shares  of  Series B
convertible  preferred stock in favor of a nominee  designated by Emerald in any
election  of  directors  occurring  during  such time and for so long as Emerald
holds at least 85% of the common stock  issued upon  exercise of the warrant and
conversion of the note.  Polystick  also agreed that,  provided  that  Polystick
continues  to have the right to  designate  and  elect  three  directors  to the
Company's  board  of  directors  under  the  terms of the  Series B  convertible
preferred  stock,  any  such  nominee  will  count  as  one of  such  directors.
Additionally, Polystick agreed to use all its power and authority as provided by
our  by-laws  and the  Series  B  convertible  preferred  stock to  convene,  at
Emerald's  request,  meetings  of  stockholders  as may be  necessary  to  elect
Emerald's nominee to the board of directors.

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

We believe that our existing capital resources will enable us to maintain our
operations at existing levels for at least the next twelve 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.

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:

                                      -12-
<PAGE>
- "may"
- "will"
- "should"
- "estimates"
- "plans"
- "expects"
- "believes"
- "intends"

and similar expressions. We cannot guarantee our future results,  performance or
achievements.  Our actual results and the timing of corporate  events may differ
significantly from the expectations discussed in the forward-looking statements.
You  are  cautioned  not  to  place  undue  reliance  on  any  forward-  looking
statements.  Potential  risks and  uncertainties  that  could  affect our future
operating  results  include,  but are not  limited  to,  our  limited  operating
history,  history of losses,  need to raise  additional  capital,  the high risk
nature of our business,  and other risks  described in our Annual Report on Form
10-KSB for the year ended December 31, 2004.

Item 3. Controls and Procedures

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

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


                                      -13-
<PAGE>
                           PART II. OTHER INFORMATION

Item 6. Exhibits

10.1 Agreement by and between GSV, Inc. and D. Emerald Investments Ltd. dated as
     of May 10, 2005.
31.1 Certification of Chief Executive and Financial  Officer pursuant to Section
     302 of the Sarbanes-Oxley Act of 2002.
32.1 Certification of Chief Executive and Financial  Officer pursuant to Section
     906 of the Sarbanes-Oxley Act of 2002.


                                      -14-
<PAGE>
                                   SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant has duly
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.


Date: August 12, 2005

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


                                      -15-