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

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

                For the quarterly period ended September 30, 2004


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

              For the transition period from             to
                                             ----------      ----------
                         Commission File Number 0-23901

                                    GSV, INC.
                                   ----------
        (Exact name of small business issuer as specified in its charter)

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

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

                                 (203) 221-2690
                                 --------------
                            Issuer's telephone number

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

The number of shares of the issuer's  common  stock,  par value $.001 per share,
outstanding on November 8, 2004 was 7,472,703  shares,  excluding 168,592 shares
held in Treasury.

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

                              INDEX TO FORM 10-QSB

<TABLE>
<S>                                                                                             <C>

                                                                                                  Page
                                                                                                 Number
                                                                                                 ------
PART I.  FINANCIAL INFORMATION                                                                       3

Item 1.  Financial Statements:                                                                       3

         Consolidated Balance Sheet (unaudited)                                                      3

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

         Consolidated Statements of Operations for the
         Nine Months ended September 30, 2004 and 2003 (unaudited)                                   5

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

         Notes to Consolidated Financial Statements                                                  7

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

Item 3.  Controls and Procedures                                                                    15

PART II. OTHER INFORMATION                                                                          16

Item 6.  Exhibits                                                                                   16

SIGNATURES                                                                                          17
</TABLE>


                                      -2-
<PAGE>
                          PART I. FINANCIAL INFORMATION

Item 1. - Financial Statements

                           GSV, Inc. and Subsidiaries
                           CONSOLIDATED BALANCE SHEET
                               September 30, 2004
<TABLE>
<S>                                                                                      <C>
     ASSETS
CURRENT ASSETS
 Cash and cash equivalents                                                               $      63,939
 Account receivable                                                                            108,142
 Other current assets                                                                            4,013
                                                                                         --------------
      Total current assets                                                                     176,094

 Investments                                                                                    50,000
 Other long-term assets - geologic studies                                                   2,319,905
 Investments - oil & gas wells, net                                                            404,748
 Property and equipment, net                                                                     8,424
 Other assets                                                                                    4,599
                                                                                         --------------
      Total assets                                                                      $    2,963,770
                                                                                         ==============
     LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
 Accounts payable                                                                        $     365,785
 Note payable                                                                                  450,000
                                                                                         --------------

      Total current liabilities                                                                815,785
                                                                                         --------------

      Total liabilities                                                                        815,785
                                                                                         --------------

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; 7,641,303 issued;
  7,472,703 outstanding                                                                          7,641
 Additional paid-in capital                                                                 40,867,678
 Treasury stock                                                                               (558,998)
 Accumulated deficit                                                                       (38,169,836)
                                                                                         --------------
      Total stockholders' equity                                                             2,147,985
                                                                                         --------------

        Total liabilities and stockholders' equity                                      $    2,963,770
                                                                                         ==============
</TABLE>
     The accompanying notes are an integral part of the financial statements


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

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

Sublease income                                                       $       --              $   27,930
Oil and gas income                                                       196,908                  75,264
Other income                                                               6,609                      --
                                                                       ----------              ----------

        Total revenues                                                   203,517                 103,194

General and administrative expenses                                      243,278                 192,769
                                                                       ----------              ----------

        Total operating expenses                                         243,278                 192,769
                                                                       ----------              ----------

   Loss from operations before other income                              (39,761)                (89,575)
   and expense

   Interest income, net                                                        4                     681
   Interest expense                                                       (9,000)                     --
   Gain on sale of investments                                                --                      --
                                                                       ----------              ----------

        NET LOSS                                                     $   (48,756)             $  (88,894)
                                                                       ==========              ==========

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

Weighted average common shares
   outstanding, basic                                                  7,472,703               6,112,916
                                                                       ==========              ==========
</TABLE>

     The accompanying notes are an integral part of the financial statements


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

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

Sublease income                                                       $       --              $  131,205
Oil and gas income                                                       231,998                 117,430
Other income                                                              21,061                      --
                                                                       ----------              ----------
        Total revenues                                                   253,059                 248,635

General and administrative expenses                                      541,348                 590,991
                                                                       ----------              ----------
        Total operating expenses                                         541,348                 590,991

        Loss from operations before other income                        (288,289)               (342,356)
        and expense

        Interest income, net                                                  34                   2,638
        Interest expense                                                 (17,500)                     --
        Gain on sale of investments                                       16,077                      --
                                                                       ----------              ----------

        NET LOSS                                                      $ (289,677)            $  (339,718)
                                                                       ==========              ==========

Net loss per common share:
Loss per common share from
   operations - basic                                                 $    (0.04)            $     (0.08)
                                                                       ==========              ==========

Weighted average common shares
   outstanding, basic                                                  7,417,882               3,810,420
                                                                       ==========              ==========
</TABLE>
     The accompanying notes are an integral part of the financial statements


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

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

                                                                           2004                    2003
                                                                        ---------               ---------
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss                                                                (292,177)               (339,718)
Adjustments to reconcile net loss to net cash flows
From operating activities:
Cost of preferred stock previously issued                                     --                  20,000
Correction of an error                                                        --                 (28,789)
Depreciation                                                               1,950                  42,079
Depletion                                                                153,677                  78,349
Increase (decrease) in cash from changes in:
Account receivable and other current assets                              (93,378)               (207,699)
Other assets                                                               8,547                  26,642
Accounts payable and other current liabilities                           126,478                 288,204
Tenant security deposit                                                       --                 (51,250)
Dividends payable                                                             --                 (63,801)
                                                                        ---------               ---------

        Net cash flows from operating activities                         (94,875)               (235,983)

CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of investment - oil & gas wells                                (109,596)                (48,207)
                                                                        ---------               ---------

        Net cash flows from investing activities                        (109,596)                (48,207)
                                                                        ---------               ---------

CASH FLOWS FROM FINANCING ACTIVITIES
Increase in notes payable                                                250,000                      --
Redemption of preferred stock                                                                   (200,000)
                                                                        ---------               ---------

        Net cash flows from financing activities                         250,000                (200,000)
                                                                        ---------               ---------

        Net  increase (decrease) in cash                                  45,529                (484,190)

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

CASH AND CASH EQUIVALENTS, END OF PERIOD                                  63,939                 114,277
                                                                        =========               =========
</TABLE>
    The accompanying notes are an integral part of the financial statements


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

1.   Description of the Business and Basis of Presentation

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

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

Prior to June 2001,  the Company had sought to identify  and develop  attractive
early  stage  Internet  companies  in  exchange  for  equity  positions  in such
companies.  The Company has since made  substantial  write downs of its internet
investments to more  accurately  reflect  current market  valuations,  and these
investments  do not  represent a  significant  asset.  As of September 30, 2004,
these  investments were valued at  approximately  1.7% 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.

The  information  presented as of September 30, 2004 is  unaudited,  but, in the
opinion of management of the Company,  the accompanying  unaudited  consolidated
financial  statements  contain  all  adjustments   (consisting  only  of  normal
recurring  adjustments)  which  the  Company  considers  necessary  for the fair
presentation of the Company's  financial  position as of September 30, 2004, the
results of its operations  for the three and nine month periods ended  September
30, 2004 and 2003 and its cash flows for the three and nine month  periods ended
September 30, 2004 and 2003.  The  consolidated  financial  statements  included
herein have been prepared without audit pursuant to the rules and regulations of
the Securities and Exchange  Commission.  Accordingly,  certain  information and
footnote  disclosures  normally  included in  financial  statements  prepared in
accordance with generally accepted accounting  principles have been condensed or
omitted.  These consolidated  financial statements should be read in conjunction
with the Company's audited  consolidated  financial  statements and accompanying
notes for the year ended  December 31, 2003,  included in the  Company's  Annual
Report on Form  10-KSB as filed with the  Securities  and  Exchange  Commission.
Certain prior period  amounts have been  reclassified  to conform to the current
period presentation.


                                      -7-
<PAGE>
2.   Investments

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

As described above,  the Company  acquired working  interests in two oil and gas
wells  effective  June 1,  2002 for  $550,000  in cash and  common  stock of the
Company  valued at $212,500,  for a total  investment of $762,500.  The asset is
depleted on a periodic  basis using the units of  production  method.  Depletion
expense for the quarter ended  September  30, 2004 was  $153,677.  In the fourth
quarter of 2002, the properties exhibited a marked decrease in the volume of oil
and gas produced.  Based upon an independent  reserve study performed  effective
March  2003,  the  Company  reduced  the  carrying  amount  of its  oil  and gas
properties by approximately $479,000 for the year ended December 31, 2002.

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

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

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

As a result of the Merger,  the Company  acquired an interest in Century Royalty
LLC  ("Century"),  which holds  certain oil and gas  properties in Texas plus an
additional  interest in the Louisiana  properties in which the Company presently
holds an  interest.  Century also holds the rights to certain  geologic  studies
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.
On November 1, 2004, the working interest


                                      -8-
<PAGE>
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.

3.   Stockholders' Equity

Pursuant to the terms of the asset purchase agreement with Polystick,  effective
June 1, 2002,  the Company  issued  850,000  shares of common  stock valued at a
price of $.25 per share, the closing price on May 28, 2002, to Polystick.

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

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

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

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


                                      -9-
<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:

                           9 Months ended September 30
<TABLE>
<S>                    <C>                                              <C>
                                        2004                                               2003
                        ---------------------------------------         -------------------------------------
</TABLE>
<TABLE>
<S>                     <C>             <C>             <C>             <C>             <C>             <C>
                                                         Per                                              Per
                         Loss            Shares          Share           Loss            Shares          Share
                        ---------------------------------------         --------------------------------------
Loss from continuing
operations              $ (289,677)     7,253,416       $ (0.04)        $(339,718)      3,810,420       $(0.08)
Effect of preferred
stock dividends                 --            ---           --
                        -----------     ---------       -------         ---------       ---------       ------
Net loss available
for common
shareholders            $ (289,677)     7,253,416       $ (0.04)        $(339,718)      3,810,420        (0.08)
                        ===========     =========       =======         =========       =========       ======
</TABLE>


                                      -10-
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and Results
                                 of Operations

Overview

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

Prior to June 2001, we had sought to identify and develop attractive early stage
internet  companies in exchange for equity positions in such companies.  We have
since made  substantial  write  downs of these  investments  to more  accurately
reflect  current  market  valuations,  and our  investments  do not  represent a
significant  asset. As of September 30, 2004,  these  investments were valued at
approximately  1.7% of the total value of our assets. We received  approximately
$16,000  in  January  2004 when one of these  investments,  Fasturn,  Inc.,  was
liquidated.  We are  continuing  to  investigate  whether  or not  there are any
business  prospects  through  which  material  value  can be  realized  from the
remaining investments.

Effective June 1, 2002, we acquired  working  interests in two oil and gas wells
in the state of Louisiana pursuant to an asset purchase agreement with Polystick
U.S. Corporation ("Polystick").  The consideration consisted of $550,000 in cash
and 850,000 shares of our common stock valued at $0.25 per share.  Additionally,
we acquired a one-year  option  valued at $80,210,  including the right of first
refusal, to purchase other oil and gas properties held by Polystick.  On May 20,
2004,  we  elected  to  participate  in  re-completion  of one of the  wells  in
Louisiana.  The work was successfully completed on June 10, 2004. The total cost
to us was  $74,063.  We have seen an  increase  in  revenues  as a result of the
re-completion of this well.

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

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

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

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


                                      -11-
<PAGE>
No dividends are payable on the Series B  convertible  preferred  stock,  except
that in the event  dividends  are declared with respect to the common stock each
holder of shares of Series B  convertible  preferred  stock will be  entitled to
receive an amount equal to the amount of dividends  that would have been paid on
the shares of common stock  issuable upon  conversion of such shares of Series B
convertible  preferred  stock had such shares of Series B convertible  preferred
stock been  converted  into common  stock  immediately  before the  dividend was
declared.

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

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

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

Off-Balance Sheet Transactions

In June 2001, we sublet to  Nekema.com  our former  offices in Jersey City,  New
Jersey  through  December 31, 2008.  The rent on the sublease was  guaranteed by
Lumbermens Mutual Casualty Company,  d/b/a Kemper Insurance  Company,  until May
2003. In September 2002 Nekema ceased  business  operations and defaulted on the
sublease.  Kemper  Insurance  Company  made all  payments  of rent due under the
sublease  through May 2003.  We ceased  paying rent  beginning  in July 2003 and
since then have been negotiating  towards a settlement with the landlord.  If we
are unable to negotiate a settlement with the landlord, we will remain obligated
to pay rent on the space  until our lease  expires in December  2008.  The lease
contains  automatic  increases  based upon the consumer  price index.  Estimated
minimum future lease  payments,  including  such  increases and existing  unpaid
balance,  aggregate  approximately  $902,165. On May 5, 2004 we filed a proof of
claim  against  Nekema's  estate in the United States  Bankruptcy  Court for the
Southern  District  of New  York.  The  proof of claim is for the  total  sum of
$421,455.15  as permitted  by law. We cannot  assure you that we will be able to
collect any of this claim.


                                      -12-
<PAGE>
Results of Operations

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

Revenues:  Revenues for the quarter increased by $100,323 over the corresponding
period of the preceding year due to an increase in production resulting from the
expansion of one of the two wells in Louisiana,  which was completed on June 10,
2004.  The  operating  company  pays gas  revenues 60 days after the end of each
month and oil revenues 30 days after the end of each month.

General  and  administrative:   General  and  administrative   expenses  consist
primarily  of  payroll  and  payroll   related   expenses  for   administrative,
information technology,  accounting,  and management personnel,  legal fees, and
general corporate  expenses.  General and  administrative  expenses increased by
26.2%,  or $51,509 to $243,278 in the third quarter of 2004 from $192,769 in the
third  quarter of 2003,  primarily  as a result of  increased  depletion  in the
reserves.

Interest  income,  net:  Interest  income  decreased  by $677 to $4 in the third
quarter  of 2004  from $681 in the  second  quarter  of 2003.  The  decrease  is
primarily the result of a decrease in average cash and cash equivalents, as well
as a decrease in interest rates.

Net Losses: Loss from operations  decreased by $40,138 from $88,894 in the third
quarter of 2003, or ($0.01) per basic and diluted  common  share,  to $48,756 in
the third quarter of 2004, or ($0.01) per basic and diluted common share.

Nine Months Ended September 30, 2004 compared to Nine Months Ended September 30,
2003.

Revenues:  Revenues  for the first nine months of 2004  increased by $4,424 over
the corresponding  period of the preceding year due to an increase in production
resulting  from the  expansion of one of the two wells in  Louisiana,  which was
completed  on June 10,  2004.  The  operating  company pays gas revenues 60 days
after  the end of each  month  and oil  revenues  30 days  after the end of each
month. This increase was offset by the decrease in sub-lease income.

General  and  administrative:   General  and  administrative   expenses  consist
primarily  of  payroll  and  payroll   related   expenses  for   administrative,
information technology,  accounting,  and management personnel,  legal fees, and
general corporate  expenses.  General and  administrative  expenses decreased by
8.4%,  or $49,643 to $541,348 in the first nine months of 2004 from  $590,991 in
the first nine months of 2003, primarily as a result of cost cutting measures we
implemented.

Interest  income,  net:  Interest income decreased by $2,604 to $34 in the first
nine months of 2004 from $2,638 in the first nine months of 2003.  The  decrease
is primarily the result of a decrease in cash and cash equivalents, as well as a
decrease in interest rates.

Net Losses: Loss from operations decreased by $50,041 from $339,718 in the first
nine months of 2003, or ($0.08) per basic and diluted common share,  to $289,677
in the first nine months of 2004, or ($0.04) per basic and diluted common share.
The decrease in the loss per basic and diluted  common share is primarily due to
the increase in the number of weighted average common shares outstanding and the
decrease in net loss.

Liquidity and Capital Resources

Net cash used in operations decreased by 59.8%, or $141,108,  to $94,875 for the
nine months ended  September  30, 2004,  from $235,983 for the nine months ended
September 30, 2003,  primarily as a result of the sharp  decrease in general and
administrative expenses and increase in oil and gas revenues.


                                      -13-
<PAGE>
On February 9, 2004, we borrowed $25,000 from Brooks Station  Holdings,  Inc., a
private investment corporation ("Brooks Station").  In partial consideration for
the loan, we issued 100,000 shares of common stock to Brooks  Station.  On March
18,  2004,  we  borrowed  another  $25,000  from  Brooks  Station and in partial
consideration  for the loan issued  another  100,000  shares of common  stock to
Brooks Station.  Each loan is evidenced by a promissory note bearing interest at
8% per annum and 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, 2004.

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,  to
nominate  such  person (or a  different  person  designated  by  Emerald)  to be
reelected  to the Board of  Directors  in  connection  with any  meeting  of our
stockholders  at which  directors are to be elected.  We also agreed that within
120 days of the  exercise of the warrant  and/or  conversion  of the note for an
aggregate of at least 428,572  shares of common stock (subject to adjustment for
dilutive  events as set forth in the warrant and the note) we will  register all
of the shares  issuable upon  conversion of the note and exercise of the warrant
under the Securities  Act of 1933.  Additionally,  we granted  Emerald rights to
have the shares  included in other  registration  statements we may file for the
public offering of our securities for cash proceeds.

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

We believe that our existing  capital  resources  will enable us to maintain our
operations at existing levels for at least the next twelve months.  However,  it
is difficult to project our capital  needs.  There can be no assurance  that any
additional  financing  or other  sources of capital will be available to us upon
acceptable terms, if at all. The inability to obtain additional financing,  when
needed,  would  have  a  material  adverse  effect  on our  business,  financial
condition and operating results.

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:


                                      -14-
<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, 2003.

Item 3. Controls and Procedures

Our Chief Executive  Officer and Chief Financial  Officer,  after evaluating the
effectiveness  of our  disclosure  controls and  procedures (as defined in Rules
13a-15(e) and 15d-15(e)  under the  Securities  Exchange Act of 1934, as amended
(the  "Exchange  Act")) as of the end of the period  covered  by this  quarterly
report (the "Evaluation  Date"),  has concluded that, as of the Evaluation Date,
our  disclosure  controls and procedures  were  effective to provide  reasonable
assurance of the timely  collection,  evaluation  and  disclosure of information
relating  to us that  would  potentially  be  subject  to  disclosure  under the
Exchange Act and the rules and regulations promulgated thereunder. There were no
changes in our internal  control  over  financial  reporting  during the quarter
ended September 30, 2004 that materially affected,  or were reasonably likely to
materially affect, our internal control over financial reporting.


                                      -15-
<PAGE>
                           PART II. OTHER INFORMATION

Item 6. Exhibits

     10.1 Letter agreement  between GSV, Inc. and Brooks Station  Holdings, Inc.
          dated September 20, 2004.
     31.1 Certification  required  by Rule  13a-14(a)  or  15d-14(a)  under  the
          Securities Exchange Act of 1934.
     32.1 Certification pursuant to 18 U.S.C. Section 1350.


                                      -16-
<PAGE>
                                   SIGNATURES

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


Date: November 15, 2004         By: /s/ Gilad Gat
                                    -------------
                                    Gilad Gat
                                    Chief Executive Officer and President
                                    (Principal Executive Officer)
                                    Chief Financial Officer
                                    (Principal Financial and Accounting Officer)


                                      -17-