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

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

                  For the quarterly period ended June 30, 2002

                                       OR

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

              For the transition period from _________ to _________

                         Commission File Number 0-23901

                                    GSV, INC.
             (Exact name of registrant as specified in its charter)

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

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

        Registrant's telephone number, including area code (203) 221-2690

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

                              Yes /x/  No / /

The number of shares of the Registrant's common stock, par value $.001 per
share, outstanding on August 13, 2002 was 2,640,090 shares, excluding 168,600
shares of our common stock held in Treasury.



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

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

Item 1.  Financial Statements:

         Consolidated Balance Sheets as of June 30, 2002
         (unaudited) and December 31, 2001                                  2

         Consolidated Statements of Operations for the
         Three and Six Months Ended June 30, 2002 and 2001 (unaudited)      3

         Consolidated Statements of Cash Flows for the
         Six Months ended June 30, 2002 and 2001 (unaudited)                4

         Notes to Consolidated Financial Statements                         5

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

PART II. OTHER INFORMATION

Item 2.  Changes in Securities                                             11

Item 6.  Exhibits and Reports on Form 8-K                                  11

SIGNATURES                                                                 12




PART I. FINANCIAL INFORMATION

Item 1. - Financial Statements

                           GSV, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS



                                                    June 30,        December 31,
                                                      2002             2001
                                                   (Unaudited)
                                                   -----------      ------------

     ASSETS
Current Assets:
     Cash and cash equivalents                   $    548,716      $  1,312,343
     Prepaid expenses and other
            current assets                             92,249            25,000
                                                  ------------      ------------
       Total current assets                           640,965         1,337,343
Investments                                           115,000           115,000
Investments - oil & gas wells                         762,500               ---
Property and equipment, net                           311,288           344,522
Other assets                                           35,599            35,599
                                                  ------------      ------------

      Total assets                               $  1,865,352      $  1,832,464
                                                  ============      ============

    LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
     Accounts payable                             $   112,805      $     86,575
     Tenant security deposit                           51,250            51,250
     Dividends payable                                 64,800            40,800
                                                  ------------      ------------
       Total current liabilities                      228,855           178,625
                                                   -----------      ------------

       Total liabilities                              228,855           178,625
                                                  ------------      ------------

Stockholders' equity:
     12% Series A Preferred stock, $0.001
       par value; 636,365 shares authorized;
       363,637 and 363,637 shares issued and
       outstanding, respectively                      380,000           380,000
     Common stock, $0.001 par value; 75,000,000
       shares authorized; 2,808,690 and 1,958,690
       issued, respectively; 2,640,090 and
       1,790,090 outstanding, respectively              2,809             1,959
     Additional paid-in capital                    38,220,679        38,009,029
     Treasury stock                                  (558,998)         (558,998)
     Accumulated deficit                          (36,407,993)      (36,178,151)
                                                  ------------      ------------
       Total stockholders' equity                   1,636,497         1,653,839
                                                  ------------      ------------

       Total liabilities and stockholders' equity $ 1,865,352      $  1,832,464
                                                  ============      ============


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


                                       2


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



================================================================================
                      Three Months Ended June 30,      Six Months Ended June 30,
--------------------------------------------------------------------------------
                         2002            2001           2002             2001
                     ------------   ------------    ------------    ------------
Sublease income     $    39,763     $    28,000     $    90,392     $    28,000
Oil and gas income       45,000             ---          45,000             ---
                    ------------     -----------    ------------    ------------
    Total revenues       84,763          28,000         135,392          28,000

Operating expenses:
General and
  administrative        200,747         786,000         351,162       1,123,000
                    ------------     -----------    ------------    ------------
    Total operating
       expenses         200,747         786,000         351,162       1,123,000
Loss from operations
 before interest
 income                (115,984)       (758,000)       (215,770)     (1,095,000)
Interest income, net      5,056          27,000           9,928          60,000
Writedown of
  investments               ---        (585,000)            ---      (1,285,000)
                    ------------    ------------    ------------    ------------
Loss from
  operations           (110,928)     (1,316,000)       (205,842)     (2,320,000)
                    ------------    ------------    ------------    ------------
Net loss            $  (110,928)    $(1,316,000)    $  (205,842)    $(2,320,000)
                    ------------    ------------    ------------    ------------
Preferred stock
  dividend               24,000             ---          24,000             ---
                    ------------    ------------    ------------    ------------
Net loss available
  to common
  shareholders      $  (134,928)    $(1,316,000)    $  (229,842)    $(2,320,000)
                    ============    ============    ============    ============

Basic and diluted net
  loss per common share:
 Loss per common share
 from operations    $     (0.07)    $     (0.73)    $     (0.12)    $     (1.27)
                    ============    ============    ============    ============
Weighted average common
 shares outstanding, basic
 and diluted          2,060,969       1,797,000       1,926,278       1,823,000
================================================================================


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


                                       3


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



                                                     Six Months Ended June 30,
                                                  -----------------------------
                                                      2002              2001
                                                 ------------      ------------

Cash flows from operating activities:
   Net loss                                     $   (229,842)     $ (2,320,000)
   Adjustments to reconcile net loss to net
     cash used in operating activities:
       Depreciation                                   33,234            30,000
       Writedown of securities held for sale             ---         1,285,000
       Increase (decrease) in cash from changes in:
          Prepaid expenses and other                 (67,249)           41,000
          Other assets                                   ---            21,000
          Accounts payable                            26,230          (130,000)
          Deferred rent                                  ---           (42,000)
          Tenant security deposits                       ---            51,000
          Dividends payable                           24,000               ---
                                                  -----------       -----------
            Net cash from operating activities      (213,627)       (1,064,000)
                                                  -----------       -----------

Cash flows from investing activities:
     Purchases of property and equipment                 ---               ---
     Purchase of investments - oil & gas wells      (550,000)              ---
                                                  -----------       -----------
            Net cash from investing activities      (550,000)              ---

Cash flows from financing activities:
     Sale of preferred stock, net of costs               ---           380,000
     Purchase of treasury stock                          ---           (45,000)
                                                 ------------      ------------
            Net cash from financing activities           ---           335,000
                                                 ------------      ------------

               Net decrease in cash                 (763,627)         (732,000)

Cash and cash equivalents, beginning of period     1,312,343         2,333,000
                                                 ------------      ------------

Cash and cash equivalents, end of period        $    548,716      $  1,604,000
                                                 ============      ============


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


                                       4


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

1. Description of the Business and Basis of Presentation


    Commencing in June 2001, GSV, Inc. and Subsidiaries ("the Company") changed
the direction of its business.  The business operations since June 2001 include
entering  into  new  business  operations  through  acquisitions or mergers and
managing existing investments including the recent oil and gas acquisitions.

    Prior  to  June  2001, the Company  had  sought  to  identify  and  develop
attractive  early stage Internet companies in exchange for equity positions  in
such companies. In connection with this activity, the Company made  investments
in Fasturn, Inc., Weema Technologies, Inc., Telephone.com, Inc., MeetChina.com,
Inc., and e-Commerce  Solutions, Inc.  The Company has since  made  substantial
write  downs  of  its investments to  more accurately  reflect  current  market
valuations,  and the  Company's  investments  do not  represent  a  significant
asset.  The  Company  is  presently investigating whether or not there are  any
business  prospects  through  which material  value  can be realized  from  its
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.  Corp.,  a  privately  held  New  York  corporation.  The
consideration consisted of $550,000 in cash and 850,000 shares of the Company's
common stock valued at $0.25 per share.  Additionally, the  Company acquired an
option,  including  a  right  of  first  refusal, to purchase other oil and gas
properties held by Polystick U.S. Corp.

    Concurrent  with  the  asset  purchase  agreement,  the  Company  signed  a
managment  agreement  with  Polystick  U.S.  Corp. to assist the Company in the
management of its oil and gas  working interests and the development of new oil
and gas activities.  The  agreement is  for one  year with an annual consulting
fee of $150,000, paid in monthly installments.

    The  information  presented  as  of  June 30, 2002,  and  for the six-month
periods  ending June 30, 2002 and  2001, 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, 2002,  the results of its
operations  for the  three and  six -month periods ended June 30, 2002 and 2001
and its cash flows for the six-month periods  ended June 30, 2002 and 2001. The
consolidated  financial  statements  included  herein  have  been  prepared  in
accordance  with generally  accepted accounting principles and the instructions
to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, certain information
and footnote disclosures normally included in financial  statements prepared in
accordance with generally accepted accounting principles have been condensed or
omitted.  These consolidated financial statements should be read in conjunction
with  the Company's audited  consolidated financial statements and accompanying
notes for the  year ended  December 31, 2001, included  in the Company's Annual
Report  on Form 10-K  as filed  with  the  Securities  and Exchange Commission.
Certain prior  period amounts  have been reclassified to conform to the current
period presentation.



                                       5



2. Investments

    The Company  has made investments  in five  internet companies, which  have
been  accounted for  using the  cost method.  During the quarter ended June 30,
2002,  the Company recorded  no charge to operations for any further impairment
of these investments.

    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 basiss using the units of production method.

3. Stockholders' Equity

    Pursuant to the terms  of the  Asset Purchase Agreement with Polystick U.S.
Corp. 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 U.S. Corp.

4. Proforma

    The following condensed financial  information portays  the effects of  the
acquisition  of the  working interests in  the oil and gas wells as of March 1,
2001.

                                    Acquired
                      GSV, Inc.     Working Interest
                      12 months     10 months
                      ended         ended                           Proforma
                      December 31,  December 31,                    December 31,
                      2001          2001            Adjustments     2001
                      ------------  ------------    -----------     ------------

Current assets        $ 1,337,343   $311,324        $(550,000)  1   $ 1,098,667
Total assets          $ 1,832,464   $311,324        $ 115,500   1,2 $ 2,259,288
Current liabilities   $   178,625   $    ---        $     ---       $   178,625
Stockholders' equity  $ 1,653,839   $311,324        $ 115,500   1,2 $ 2,080,663
Revenues              $   127,219   $331,123        $     ---       $   458,342
Net loss              $(2,446,463)  $311,324        $ (97,000)  1   $(2,232,139)
Net loss per share    $     (1.36)  $    ---        $     ---       $     (1.24)

1 Purchase of working interest-$550,000 cash and $212,500 value of common stock

2 Depletion of reserves-$97,000 for the ten months ended December 31, 2001


                                    Acquired
                      GSV, Inc.     Working Interest
                      6 months      5 months
                      ended         ended                           Proforma
                      June 30,      May 31,                         June 30,
                      2002          2002            Adjustments     2002
                      ------------  ------------    -----------     ------------

Current assets        $   640,965   $228,147        $ 311,324   1   $ 1,180,436
Total assets          $ 1,865,352   $228,147        $ 125,324   1,2 $ 2,218,823
Current liabilities   $   228,855   $    ---        $     ---       $   228,855
Stockholders' equity  $ 1,636,497   $228,147        $ 125,324   1,2 $ 1,989,968
Revenues              $   135,392   $248,092        $     ---       $   383,484
Net loss              $  (229,842)  $228,147        $ (89,000)  2   $   (90,695)
Net loss per share    $     (0.12)  $    ---        $     ---       $     (0.05)

1 2001 effects of the transaction

2 Depletion of reserves-$89,000 for the five months ended May 31, 2002


                                       6


5. Net Loss Per Common Share

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



                             For the Six Months Ended June 30,
               ----------------------------------------------------------------
                           2002                               2001
               -------------------------------   ------------------------------
                                      Per                                Per
                                      ---                                ---
                 Loss      Shares     Share       Loss       Shares      Share
               --------   --------   ------      ------      -------     ------

Loss from
 operations $  (205,842) 1,926,278  $(0.11)   $(2,320,000)  1,797,000   $(1.27)
Effect of
 preferred
 stock
 dividends      (24,000)             (0.01)           ---                   --
             ----------  --------- --------    -----------  ---------   -------

Net loss available
 for common shareholders
            $  (229,842) 1,926,278  $(0.12)   $(2,320,000)  1,797,000   $(1.27)
            ============ =========  =======   ============  =========   =======




                                       7



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

Overview

    Commencing in June 2001, we  changed the direction  of  our  business.  The
business  operations since  June include entering into new business  operations
through  acquisitions or  mergers and  managing existing investments  including
the recent  oil and gas acquisitions.  A limiting  factor has been the  pending
class  action litigation brought against the Company. This class action lawsuit
was dismissed in March 2002 with  prejudice subject to  the right of appeal  by
the plaintiffs. This  right of appeal  expired on  April 18, 2002.  We  believe
that because the  litigation  is  no  longer  pending,  our  opportunities  for
completing  successful  business   transactions  have  been  greatly  enhanced.
However, we  cannot assure  you that  such opportunities  will continue  to  be
available to us on acceptable terms.

    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.  Corp.,  a  privately  held  New  York  corporation.  The
consideration consisted of $550,000 in cash and 850,000 shares of the Company's
common stock valued at $0.25 per share.  Additionally, the  Company acquired an
option,  including  a  right  of  first  refusal, to purchase other oil and gas
properties held by Polystick U.S. Corp.

    Concurrent  with  the  asset  purchase  agreement,  the  Company  signed  a
management  agreement  with  Polystick  U.S.  Corp. to assist the Company in the
management of its oil and gas  working interests and the development of new oil
and gas activities.  The  agreement is  for one  year with an annual consulting
fee of $150,000, paid in monthly installments.

    In June 2001, we sublet to Nekema.com  our former  offices in  Jersey City,
New Jersey through December 31, 2008.  Over the term of the  90-month sublease,
we will  realize revenue for the sublease, after  commissions of  approximately
$167,000, of approximately $1,503,000.

    Prior to June 2001, we had sought to identify and develop attractive  early
stage  internet  companies in exchange for equity positions in such  companies.
In connection with this activity, we made investments in  Fasturn, Inc.,  Weema
Technologies,  Inc.,  Telephone.com, Inc.,  MeetChina.com. Inc. and  e-Commerce
Solutions, Inc.  We have since made substantial write downs of our  investments
to more  accurately reflect current market valuations, and our  investments  do
not  represent  a significant asset.  As of December 31, 2001, our  investments
were valued at  approximately  6.3% of the total  value of our  assets.  We are
presently investigating whether or not there is any way we can realize material
value from these investments.




                                        8



Results of Operations

Three Months Ended June 30, 2002 compared to Three Months Ended June 30, 2001.

General  and  administrative:  General and  administrative  expenses  consisted
primarily   of  payroll  and  payroll  related   expenses  for  administrative,
information technology, accounting, and management personnel, recruiting, legal
fees, and  general  corporate  expenses.  General  and  administrative expenses
decreased  by 74%, or $585,253 to $200,747 in the second  quarter of 2002  from
$786,000 in the second quarter of 2001.  The decrease from the prior period was
primarily due to expenses related to the management transition that occurred in
2001, including  $250,000  in  severance  payments  and $167,000 in commissions
related to the brokerage of the Company's sublease in 2001.

Interest income, net: Interest income decreased $21,944 to $5,056 in the second
quarter  of 2002 from $27,000 in  the second quarter of 2001. The  decrease was
primarily the result of a decrease in average cash and cash equivalents.

Net Losses: Net loss  decreased by  $1,181,072  from $1,316,000 in  the  second
quarter  of 2001, or ($0.73) per basic and diluted common share, to $134,928 in
the second quarter of 2002, or ($0.07) per basic and diluted common share.  The
decrease is due  to the above  described decrease in general and administrative
expenses and the writedown of investments in 2001 totaling $585,000.

Six Months Ended June 30, 2002 compared to Six Months Ended June 30, 2001.

General  and  administrative:  General and  administrative  expenses  consisted
primarily   of  payroll  and  payroll  related   expenses  for  administrative,
information technology, accounting, and management personnel, recruiting, legal
fees, and  general  corporate  expenses.  General  and  administrative expenses
decreased by 69%, or $771,838 to $351,162 in the first six  months of 2002 from
$1,123,000 in  the same period  of 2001.  The decrease in the current period is
the result of the scaling back of operations and change in management focus.

Interest income, net: Interest income  decreased $50,072 to $9,928 in the first
six  months of 2002  from $60,000 in the same period of 2001.  The decrease  is
primarily the result of a decrease in average cash and cash equivalents.

Net Losses: Net loss  decreased by $2,090,158 from $2,320,000 in  the first six
months of  2001, or ($1.27) per basic  and diluted common share, to $229,842 in
the same  period of 2002, or ($0.12) per basic  and diluted common  share.  The
decreased loss  was primarily  due to no  additional writedown of the Company's
investments  in its  incubator stocks, which  resulted in a six month charge to
operations  of $1,285,000  in 2001, as  well as  the  decrease  in general  and
administrative expenses.

Liquidity and Capital Resources

Net cash used  in operations  decreased by 80%, or $850,373 to $213,627 for the
six  months ended  June 30, 2002, from $1,064,000  for  the  six  months  ended
June 30, 2001, primarily  as a result  of a reduction  in our overall activity.
Current  assets   other  than  cash  increased   by  $67,249  from  $25,000  at
December 31, 2001, to  $92,249  at  June 30, 2002, reflecting  an  increase  in
prepaid  insurance  premiums, due  to higher premiums, and oil  and gas revenue
receivable.  Accounts payable and dividends payable increased by $50,230 due to
the accrual of the first half of the preferred stock  dividend and the payables
related to insurance premiums and the management agreement.


                                        9



Net cash used in investing activities increased by $550,000 due to the purchase
of oil and gas wells in 2002.

Net cash provided by financing  activities during  the first six months of 2002
was $0 as  compared to $335,000 in the same  period of the prior year.  Sources
of cash during the first six  months of 2001 were  attributable to  the sale of
preferred  stock, net of repurchases of common stock during the period.

We believe that our existing  capital resources will  enable us to maintain our
operations  at existing  levels for  at least the next twenty-four months.  The
sufficiency of our capital resources is substantially dependent upon our future
acquisitions.  Accordingly,  it is  difficult  to  project  our  capital needs.
However, we will  evaluate potential acquisitions in terms of our then existing
capital resources and the availability of additional  debt or equity financing.
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:

      - "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, the risk described in
Exhibit  99.1 to this report, including our limited operating history,  history
of  losses,  need to raise  additional  capital, the high  risk nature  of  our
business  and our  dependence on a few  managed medical groups, as well  as our
ability to protect our intellectual property rights.









                                       10




PART II.    OTHER INFORMATION

Item 2. Changes in Securities

The following table sets forth certain information with respect to our issuance
of certain securities during the three months ended June 30, 2002, without
registration of such securities under the Securities Act:

<table>
<c>           <c>           <c>         <c>            <c>           <c>
Securities                                             Exemption     Use of
Sold          Date Sold	    Purchaser   Consideration  Claimed       Proceeds
-----------   ------------  ---------   -------------  ------------  --------
850,000       June 1, 2002  Polystick   Acquisition of Section 4(2)  We did not
shares of                   U.S. Corp.  oil and gas                  receive cash
common stock                            properties in                proceeds for
                                        Louisiana                    these
                                                                     securities

</table>
Item 6. Exhibits and Reports on Form 8-K


(a)  Exhibits - None

(b)  Reports on Form 8-K

     On June 5, 2002, we filed a report on Form 8-K announcing the
     purchase of interests in oil and gas wells in Louisiana.  We
     filed an amendment to the report on August 12, 2002.



                                       11





                                  SIGNATURES

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


Date: August 14, 2002             By: /s/ Gilad Gat

                                   Gilad Gat
                                   Chief Executive Officer and
                                   President
                                   (Principal Executive Officer)


Date: August 14, 2002             By: /s/ Harvey Doliner

                                   Harvey Doliner
                                   Chief Financial Officer
                                   (Principal Financial and Accounting Officer)




                                       12