UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB
(Mark One)

[X] ANNUAL  REPORT UNDER SECTION l3 OR l5(d) OF THE  SECURITIES  EXCHANGE ACT OF
l934

                                     For the fiscal year ended December 31, 2005

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

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

                        Commission file number 000-23901

                                    GSV, INC.
                 (Name of small business issuer in its charter)

<TABLE>
     <S>                                                               <C>

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

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

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

           Securities registered under Section 12(b) of the Act: None

                       Securities registered under Section
                               12(g) of the Act:

                     Common Stock, par value $.001 per share
                                (Title of Class)
                                 --------------

Check whether the issuer is not required to file reports  pursuant to Section 13
or 15(d) of the Exchange Act. |_|

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

Check if there is no  disclosure of  delinquent  filers  pursuant to Item 405 of
Regulation S-B contained in this form, and no disclosure  will be contained,  to
the  best  of  registrant's   knowledge,  in  definitive  proxy  or  information
statements  incorporated  by  reference  in Part III of this Form  10-KSB or any
amendment to this Form 10-KSB.  X
                               ---

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

The issuer's revenues for the year ended December 31, 2005 were $714,084.

As of March 28,  2005,  the  aggregate  market value of the voting stock held by
non-affiliates,  based on the  average  of the  high  and the low bid and  asked
prices reported on such date, was $254,724.36.

As of March 28, 2006,  there were 7,472,703  shares of the issuer's common stock
outstanding.

Transitional Small Business Disclosure Format (check one):     Yes  X   No
                                                           ---     ---
<PAGE>
                                     PART I

Item 1. Description of Business.

We were formed as a Delaware corporation on October 29, 1997.

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 these  investments do not represent a
significant  asset. As of December 31, 2005,  these  investments  were valued at
approximately  1.8%  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 Internet 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"),  a privately  held New York  corporation.  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 a 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.,  interests in
certain oil and gas properties in Texas and an undivided  one-third  interest in
Century Royalty LLC, a Texas limited  liability company that manages the oil and
gas properties in Texas plus an additional interest in the Louisiana  properties
in which we already held an interest.  Century Royalty LLC also holds the rights
to certain geologic  studies.  Century Royalty 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 Royalty 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
Royalty has a 20% participation  interest in all subsequent wells drilled in the
first 5 prospects.  For later  prospects,  Century Royalty is entitled to an 80%
participation  interest.  Century's  net  carried  interest  falls to 14%  after
royalty payments for the leases.  We are entitled to the first $4,168,659 of net
income in Century Royalty and to 75% of net income  thereafter.  We have already
received $657,143 of this amount as of the date of this report.

Our management has little practical experience in the oil and gas industry.  Our
management  relies to a great extent on the employees of Century  Royalty LLC to
monitor and  implement  strategy  with  respect to our oil and gas  assets.  Our
management's  inexperience may  detrimentally  affect our operations and results
because, for example, it could prevent us from taking advantage of opportunities
that arise on a timely basis or cause us to take actions that a more experienced
management team might determine are not in our best interests.

We own less than 100% of the working interest in our oil and gas holdings. We do
not conduct any operations. Operations are conducted by operating companies that
follow  the  instructions  of the  working  interest  owners.  Because  of  this
structure, drilling and operating decisions are not entirely within our control.
If we disagree with the decision of a majority of working  interest  owners,  we
may be required,  among other things,  to decline to participate in a particular
activity.  If we decline to participate,  we might be required to relinquish our
interest. Under most operating agreements, the operator is given direct and full
control  over  all  operations  on the  property  and is  obligated  to  conduct
operations in a workman-like manner;  however the operator is usually not liable
to the working interest owners for losses sustained or for liabilities incurred,
except those resulting from its own gross negligence or willful misconduct.


                                      -1-
<PAGE>
Each working  interest  owner is generally  liable for its share of the costs of
developing and operating jointly owned  properties.  The operator is required to
pay the  expenses of  developing  and  operating  the  property and will invoice
working interest owners for their proportionate share of such costs.

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. Our total
cost was  $74,063.  We have  seen an  increase  in  revenues  as a result of the
re-completion of this well.

On February 9, 2006, we were advised by the operator of the oil and gas wells in
Louisiana that production from the wells would be suspended  temporarily because
the water level had risen in one of the wells.  The operator is commencing  work
to  recomplete  the wells in a different  sand zone. We expect that our share of
the costs of recompletion  will be deducted from the royalty payments we receive
from the operator.  The suspension of production may have the effect of reducing
future royalty revenues until production recommences.

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.

We  face  intense  competition  for  good  exploratory   prospects  or  existing
developmental prospects from entities possessing  substantially larger financial
resources  and  staffs.  The  demand  for  domestically   produced  gas  remains
substantial and should remain  substantial in the foreseeable  future especially
in light of the turmoil in the Middle East.

As of December 31, 2005, we had one full-time employee  (including  management).
Our employee is not represented by any collective bargaining organization.

Item 2. Properties.

Our  corporate  headquarters  are  located  at 191  Post  Road  West,  Westport,
Connecticut  06880.  We lease  approximately  150 square feet of office space at
these  facilities at a cost of $1,424 per month.  We have a revolving  six-month
lease.  We believe  that our  existing  facilities  are adequate for our current
requirements  and that additional space can be obtained to meet our requirements
for the foreseeable future.

Wells and acreage: At March 27, 2006, we owned non-operated working interests in
2  producing  wells on 746  gross  (21 net)  acres  covered  by state  leases in
Assumption Parish, Louisiana. The properties are operated by Southwestern Energy
Production  Company.  The wells are  producing  oil and gas.  For the year ended
December 31, 2005, the wells produced 36,721 gross,  2,205 net barrels of oil at
an average  price of $53.57 per  barrel,  and 1,178.2  million  cubic feet (mcf)
gross,  70,751.7  mcf net natural gas at an average  price of $8.42 per mcf. For
the year ended  December 31, 2004, the wells  produced  22,998 gross,  1,380 net
barrels of oil at an average  price of $45.20 per barrel,  and  766,000  million
cubic feet (mcf) gross,  46,000 mcf net natural gas at an average price of $7.24
per mcf. We pay Southwestern  Energy Production Company a monthly fee to support
production costs.

We have not reported to, nor filed with,  any other Federal  authority or agency
any  estimates of total,  proved net oil or gas reserves  since the beginning of
our last fiscal year. We participated in the drilling of one exploratory well in
Texas in 2004 and it was decided it was not economical to complete the well.

The working  interest  partnership of which Century Royalty LLC is a partner has
identified  10 prospects in Texas derived from  geological  studies that Century
Royalty LLC holds and has acquired  the  majority of the leases  needed to begin
drilling the first 3 prospects. Drilling in these prospects is expected to begin
in the next few months, depending on the availability of drilling rigs.

In June 2001, we sublet to  Nekema.com  our former  offices in Jersey City,  New
Jersey  through  December 31, 2008.  The rent on the sublease was  guaranteed by
Lumbermens Mutual Casualty Company,  d/b/a Kemper Insurance  Company,  until May
2003. In September 2002 Nekema ceased  business  operations and defaulted on the
sublease.  Kemper  Insurance  Company  made all  payments  of rent due under the
sublease  through May 2003. We ceased paying rent under the lease for this space
in July 2003. On May 5, 2004 we filed a proof of claim against  Nekema's  estate
in the United States Bankruptcy Court for the Southern District of New York. The
proof of claim was for the total sum of  $421,455.15 as permitted by law and the
court approved a settlement of $363,048.88. On November 15, 2005, the trustee in


                                      -2-
<PAGE>
the bankruptcy filed a notice of filing of final accounts. On February 15, 2006,
we received $22,300.77 in settlement of our claim.

On January 3,  2006,  we entered  into a  Termination,  Settlement  and  Release
Agreement  with 116 Newark  Avenue  Corporation,  dated as of November 30, 2005,
pursuant  to which we agreed to  terminate  the lease for our former  offices in
Jersey City, New Jersey.  Under the terms of the  agreement,  we paid 116 Newark
$70,000 in cash, issued a promissory note in the principal amount of $356,249.04
and 200,000 shares of Series C preferred  stock to 116 Newark and reimbursed 116
Newark for $10,000 of its legal fees.  The  promissory  note matures on November
29, 2007 and bears interest at a rate of 7% per annum.  Payment and  performance
under the  promissory  note has been  guaranteed  by Polystick  and secured by a
pledge  agreement  between  Polystick and 116 Newark pursuant to which Polystick
has pledged  356,249 shares of our Series B Preferred Stock that it holds to 116
Newark.

Item 3. Legal Proceedings.

None

Item 4. Submission of Matters to a Vote of Security Holders.

None.


                                      -3-
<PAGE>
                                     PART II

Item 5. Market for Registrant's Common Equity and Related Stockholder Matters
and Small Business Issuer Purchases of Equity Securities.

Market Information

Our common stock is currently trading on the OTC Bulletin Board under the symbol
"GSVI."

The following  table sets forth the range of quarterly high and low sales prices
for shares of our common stock for the periods indicated, as reported on the OTC
Bulletin Board.
<TABLE>
<S>                                     <C>    <C>    <C>         <C>     <C>   <C>           <C>     <C>   <C>

                                               2006                       2005                        2004
                                               ----                       ----                        ----
                                        High          Low          High          Low           High          Low
                                        ----          ---          ----          ---           ----          ---
Quarter ended March 31                                            $0.33         $0.10         $0.11         $0.07
Quarter ended June 30                                             $0.40         $0.10         $0.80         $0.07
Quarter ended September 30                                        $0.26         $0.14         $0.73         $0.35
Quarter ended December 31                                         $0.29         $0.15         $0.45         $0.25
January 1 through March 28              $0.17        $0.12
</TABLE>

Our common  stock  trades only  sporadically.  The public  market for our common
stock is limited and you should not assume that these quotations  reflect prices
that  you  might  be  able  to  obtain  in  actual  market  transactions  or  in
transactions involving substantial numbers of shares.

As of March 28, 2006, there were 101 holders of record of our common stock.

Dividends

We do not  anticipate  paying  cash  dividends  in the  foreseeable  future.  We
presently  intend to  reinvest  our cash back into the  company  rather than pay
dividends to our common stockholders.

Recent Sales of Unregistered Securities

We did not sell any of our securities without  registration under the Securities
Act of 1933 during the fourth quarter of 2005.

On January 3,  2006,  we entered  into a  Termination,  Settlement  and  Release
Agreement  with 116 Newark  Avenue  Corporation,  dated as of November 30, 2005,
pursuant  to which we agreed to  terminate  the lease for our former  offices in
Jersey City, New Jersey.  Under the terms of the  agreement,  we paid 116 Newark
$70,000 in cash, issued a promissory note in the principal amount of $356,249.04
and 200,000 shares of Series C preferred  stock to 116 Newark and reimbursed 116
Newark for $10,000 of its legal fees.  The  promissory  note matures on November
29, 2007 and bears interest at a rate of 7% per annum.  Payment and  performance
under the  promissory  note has been  guaranteed  by Polystick  and secured by a
pledge  agreement  between  Polystick and 116 Newark pursuant to which Polystick
has pledged  356,249 shares of our Series B Preferred Stock that it holds to 116
Newark.  The  sale  of  these  securities  was  determined  to  be  exempt  from
registration  under  Section  4(2)  of  the  Securities  Act  and  Regulation  D
thereunder as a transaction by an issuer not involving a public offering.

Item 6. Management's Discussion And Analysis or Plan of Operation.

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.


                                      -4-
<PAGE>
Prior to June 2001, we had sought to identify and develop attractive early stage
Internet  companies in exchange for equity positions in such companies.  We have
since made  substantial  write  downs of these  investments  to more  accurately
reflect  current  market  valuations,  and these  investments do not represent a
significant  asset. As of December 31, 2005,  these  investments  were valued at
approximately  1.8%  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 Internet 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"),  a privately  held New York  corporation.  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 a 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.,  interests in
certain oil and gas properties in Texas and an interest in Century  Royalty LLC,
a Texas  limited  liability  company that manages the oil and gas  properties in
Texas  plus an  additional  interest  in the  Louisiana  properties  in which we
already held an interest.  Century  Royalty LLC also holds the rights to certain
geologic  studies.  Century Royalty 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  Royalty has a 20%  participation
interest in all  subsequent  wells  drilled in the first 5 prospects.  For later
prospects,  Century  Royalty  is  entitled  to an  80%  participation  interest.
Century's  net carried  interest  falls to 14% after  royalty  payments  for the
leases.  Due to the  existence of these  revenue  overrides,  the  operations of
Century Royalty LLC are included in the accompanying statements of operations.

Our management has little practical experience in the oil and gas industry.  Our
management  relies to a great extent on the employees of Century  Royalty LLC to
monitor and  implement  strategy  with  respect to our oil and gas  assets.  Our
management's  inexperience may  detrimentally  affect our operations and results
because, for example, it could prevent us from taking advantage of opportunities
that arise on a timely basis or cause us to take actions that a more experienced
management team might determine are not in our best interests.

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

Each share of Series B convertible preferred stock is convertible at any time at
the  holder's  option  into a number of shares  of common  stock  equal to $1.00
divided by the conversion price then in effect.  The terms upon which the Series
B convertible  preferred  stock may be converted into common stock are set forth
in  the  Certificate  of  Designations,  Preferences  and  Rights  of  Series  B
Convertible  Preferred Stock filed by the Company with the Secretary of State of
the State of Delaware on July 18, 2003 ("Series B Certificate of Designations").
As of November  11,  2005,  the Series B  convertible  preferred  stock owned by
Polystick was convertible into 1,500,000 shares of common stock.

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

Upon  any  Liquidation  Event,  as  defined  in  the  Series  B  Certificate  of
Designations,  the holders of the  outstanding  Series B  convertible  preferred
stock will be entitled, before any distribution or payment is made to any holder
of  common  stock  or any  other  Junior  Stock  (as  defined  in the  Series  B
Certificate of Designations), to be paid an amount equal to $1.00 per share plus


                                      -5-
<PAGE>
the amount of any declared and unpaid dividends thereon. If upon any Liquidation
Event our net assets distributable among the holders of the Series B convertible
preferred  stock  are  insufficient  to  permit  the  payment  in  full  of such
preferential amount to the holders of the Series B convertible  preferred stock,
then our net assets will be distributed  ratably among the holders of the Series
B convertible  preferred stock in proportion to the amounts they otherwise would
have been entitled to receive.

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

In  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 under the lease for this space
in July 2003. On May 5, 2004 we filed a proof of claim against  Nekema's  estate
in the United States Bankruptcy Court for the Southern District of New York. The
proof of claim was for the total sum of  $421,455.15 as permitted by law and the
court approved a settlement of $363,048.88. On November 15, 2005, the trustee in
the bankruptcy filed a notice of filing of final accounts. On February 15, 2006,
we received $22,300.77 in settlement of our claim.

On January 3,  2006,  we entered  into a  Termination,  Settlement  and  Release
Agreement  with 116 Newark  Avenue  Corporation,  dated as of November 30, 2005,
pursuant  to which we agreed to  terminate  the lease for our former  offices in
Jersey City, New Jersey.  Under the terms of the  agreement,  we paid 116 Newark
$70,000 in cash, issued a promissory note in the principal amount of $356,249.04
and 200,000 shares of Series C preferred  stock to 116 Newark and reimbursed 116
Newark for $10,000 of its legal fees.  The  promissory  note matures on November
29, 2007 and bears interest at a rate of 7% per annum.  Payment and  performance
under the promissory note has been guaranteed by Polystick U.S.  Corporation and
secured by a pledge agreement between Polystick and 116 Newark pursuant to which
Polystick  has pledged  356,249  shares of our Series B Preferred  Stock that it
holds to 116 Newark.

Results of Operations

Year Ended December 31, 2005 compared to Year Ended December 31, 2004.

Revenue:  Revenue  in 2005  consisted  primarily  of royalty  payments  from our
working  interests in two oil and gas wells in the state of Louisiana.  Revenues
increased by 65.6%, or $282,908,  to $714,084 in 2005 from $431,176 in 2004. The
increase  in  revenues  for  2005 is  primarily  a  result  of the  increase  in
production in the two wells in Louisiana and the increase in oil and gas prices.

On February 9, 2006, we were advised by the operator of the oil and gas wells in
Louisiana that production from the wells would be suspended  temporarily because
the water level had risen in one of the wells.  The operator is commencing  work
to  recomplete  the wells in a different  sand zone. We expect that our share of
the costs of recompletion  will be deducted from the royalty payments we receive
from the operator.  The suspension of production may have the effect of reducing
future royalty revenues until production recommences.


                                      -6-
<PAGE>
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, depreciation,  depletion, finance expenses and general corporate expenses.
General and administrative expenses decreased by 14.4%, or $137,249, to $818,251
in the year ended  December  31,  2005,  from  $955,500 in the prior  year.  The
decrease  in  2005  was  primarily  the  result  of  cost  cutting  measures  we
implemented.

Interest income,  net:  Interest income decreased by 78.9%, or $30, to $8 in the
year ended December 31, 2005, from $38 in the prior year.

Net Losses: Loss from operations  decreased by 80.1%, or $420,157,  to $104,167,
in the year ended  December  31, 2005,  or ($0.02) per basic and diluted  common
share,  from $524,324 in the prior year, or ($0.07) per basic and diluted common
share. Net loss available to common  stockholders in the year ended December 31,
2005, was $104,729,  or ($0.02) per basic and diluted common share,  as compared
to $534,709, or ($0.07) per basic and diluted common share, in the prior year.

Liquidity and Capital Resources

Net cash  provided by operations  increased by 7.6%, or $4,755,  from $62,673 in
the year ended  December  31,  2004,  to $67,428 in the year ended  December 31,
2005. The increase in cash provided by operations was primarily due to cash flow
from our oil and gas investments.

On February 9, 2006, we were advised by the operator of the oil and gas wells in
Louisiana that production from the wells would be suspended  temporarily because
the water level had risen in one of the wells.  The operator is commencing  work
to  recomplete  the wells in a different  sand zone. We expect that our share of
the costs of recompletion  will be deducted from the royalty payments we receive
from the operator.  The suspension of production may have the effect of reducing
future royalty revenues until production recommences.

Net cash used in investing  activities  during the year ended December 31, 2005,
was  $(12,913),  as compared to $(163,860)  in the prior year.  The increase was
primarily attributable to our payment in 2004 of our share of the costs to drill
an exploratory well in Texas.

Net cash used in financing  activities  during the year ended December 31, 2005,
was $(50,000),  as compared to $250,000 provided in the prior year. The decrease
is attributable to payments of outstanding debt.

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 was evidenced by a promissory note bearing interest at
8% per annum  secured by a lien on all of our assets.  On September 20, 2004, we
negotiated  an  extension  of the  maturity  of the notes  from  their  original
maturity  date of  September  1, 2004 to March 1, 2005.  On March 10,  2005,  we
repaid the note issued on February 11, 2004 and  negotiated  an extension of the
maturity of the note dated March 18, 2004 to September 1, 2005. We also extended
to the same date the  maturity  of an 8%  secured  promissory  note we issued to
Brooks Station on July 21, 2003 in the principal  amount of $200,000.  On August
31, 2005,  we repaid the March 18, 2004 note and  negotiated an extension of the
maturity  date of the July 21, 2003 note to March 1, 2006. On March 20, 2006, we
repaid $20,000 of the accrued and unpaid  interest on the July 21, 2003 note and
negotiated an extension of the maturity date of the note to September 1, 2006.

On 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


                                      -7-
<PAGE>
investment  corporation  ("Emerald").  The note bears interest at the rate of 8%
per annum and is convertible  into shares of our common stock at a price of $.70
per share.  The aggregate  purchase price of these  securities was $200,000.  In
connection with the sale of these securities we agreed that if Emerald exercises
the  warrant  in full  and  converts  the  convertible  note in full,  then,  at
Emerald's  request,  we will appoint a person designated by Emerald to our Board
of Directors and, in addition, for so long as Emerald holds at least eighty-five
percent (85%) of the common stock issued upon such exercise and  conversion,  we
will  nominate such person (or a different  person  designated by Emerald) to be
reelected  to the Board of  Directors  in  connection  with any  meeting  of our
stockholders  at which  directors are to be elected.  We also agreed that within
120 days of the  exercise of the warrant  and/or  conversion  of the note for an
aggregate of at least 428,572  shares of common stock (subject to adjustment for
dilutive  events as set forth in the warrant and the note) we will  register all
of the shares  issuable upon  conversion of the note and exercise of the warrant
under the Securities  Act of 1933.  Additionally,  we granted  Emerald rights to
have the shares  included in other  registration  statements we may file for the
public  offering of our  securities  for cash  proceeds.  In 2004, we recorded a
charge  to  operations  of  $129,000  for  the  value  of the  warrants  and the
beneficial conversion feature of the convertible note.

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

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

On January 3,  2006,  we entered  into a  Termination,  Settlement  and  Release
Agreement  with 116 Newark  Avenue  Corporation,  dated as of November 30, 2005,
pursuant  to which we agreed to  terminate  the lease for our former  offices in
Jersey City, New Jersey.  Under the terms of the  agreement,  we paid 116 Newark
$70,000 in cash, issued a promissory note in the principal amount of $356,249.04
and 200,000 shares of Series C preferred  stock to 116 Newark and reimbursed 116
Newark for $10,000 of its legal fees.  The  promissory  note matures on November
29, 2007 and bears interest at a rate of 7% per annum.  Payment and  performance
under the  promissory  note has been  guaranteed  by Polystick  and secured by a
pledge  agreement  between  Polystick and 116 Newark pursuant to which Polystick
has pledged  356,249 shares of our Series B Preferred Stock that it holds to 116
Newark.  116 Newark has the right to include any shares of common stock received
upon  conversion  of the Series C  preferred  stock and upon  conversion  of the
pledged  shares  as  part of any  registration  statement  that  we may  file in
connection  with any public offering of our securities  (excluding  registration
statements on Forms S-4 and S-8).

We believe that our existing  capital  resources  will enable us to maintain our
operations at existing  levels for at least the next 12 months.  However,  it is
difficult to project our capital needs. We cannot assure you that any additional
financing or other  sources of capital  will be available to us upon  acceptable
terms,  if at all. The inability to obtain  additional  financing,  when needed,
would have a material  adverse effect on our business,  financial  condition and
operating results.

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


                                      -8-
<PAGE>
that are not statements of historical fact. You can identify these statements by
the following words:

        -       "may"
        -       "will"
        -       "should"
        -       "estimates"
        -       "plans"
        -       "expects"
        -       "believes"
        -       "intends"

and similar expressions. We cannot guarantee our future results,  performance or
achievements.  Our actual results and the timing of corporate  events may differ
significantly from the expectations discussed in the forward-looking statements.
You are cautioned not to place undue reliance on any forward-looking statements.
Potential risks and uncertainties that could affect our future operating results
include,  but are not  limited  to, our limited  operating  history,  history of
losses, need to raise additional  capital,  the high risk nature of our business
and the other risks described in Exhibit 99.1 to this report.

Item 7. Financial Statements.

The  financial  statements  required  by  Item 7 are  included  in  this  report
beginning on page F-1.

Item 8. Changes In and Disagreements with Accountants on Accounting and
Financial Disclosure.

There have been no changes in or  disagreements  with our principal  independent
accountants on accounting and financial disclosure.

Item 8A.  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 December  31,  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 effective 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 December 31, 2005, that has
materially affected,  or is reasonably likely to materially affect, our internal
control over financial reporting.

Item 8B.  Other Information.

Not applicable.


                                      -9-
<PAGE>
                                    PART III

Item 9. Directors, Executive Officers, Promoters And Control Persons; Compliance
With Section 16(a) of The Exchange Act.

Our directors and executive officers are as follows:
<TABLE>
              <S>                       <C>             <C>


              Name                      Age             Title
              ----                      ---             -----
              Sagi Matza                 37             Chairman of the Board

              Gilad Gat                  42             Chief Executive Officer, Chief Financial
                                                        Officer and Director

              Yoav Bitter                38             Director
</TABLE>

SAGI MATZA has served as Chairman of the Board of GSV, Inc.  since July 28, 2003
and as a director since July 21, 2003. He has been the Chief  Executive  Officer
of  Polystick  U.S.  Corp.,  a New York  corporation  engaged in the business of
investing  in oil and gas assets,  since April 1999.  From  October 1999 to July
2003, he was also the chief operating  officer of Century Royalty LLC. From 1989
until  April 1999 he was the Chief  Executive  Officer  of  Polystick  Ltd.,  an
Israeli corporation engaged in chemical manufacturing, petrochemical trading and
manufacturing and adhesives  manufacturing  and  distribution.  Mr. Sagi founded
Polystick U.S. Corp.

GILAD GAT has served as President and Chief Executive Officer of GSV, Inc. since
May 2001 and as Chief  Financial  Officer since September 30, 2002. He served as
Chairman  of the  Board  from May 2001  until  July 28,  2003.  Mr.  Gat was the
President and a director of Brooks Station Holdings,  Inc., a private investment
corporation,  from February 2001 to December 2002. From 1996 until May 2001, Mr.
Gat was a  self-employed  entrepreneur.  Prior to  1996,  Mr.  Gat held  various
positions in the banking industry in Israel. Mr. Gat holds a BA in economics and
an MBA from the Hebrew University in Jerusalem.

YOAV BITTER has served as a director of GSV, Inc. since May 2001. Since December
1999,  Mr.  Bitter has been  President  of TIG  Ventures,  a company  engaged in
strategic consulting and implementation. From August 1999 until May 2002, he was
Executive Vice President of Strategic  Business  Development of ElephantX Online
Securities LLC, an internet  financial  services  company,  which he co-founded.
From  1997  until  August  1999,   Mr.   Bitter  was  a  partner  and  Director,
Marketing/Sales at Hambro America Securities,  Inc., a private equity investment
corporation.  Mr.  Bitter holds a B.A. in economics  from Queens  College and an
M.B.A.  with honors (Beta Gamma Sigma) from Zicklin  School of Business,  Baruch
College.

Audit Committee Financial Expert

Currently,  our entire board acts as our audit  committee.  Our board  presently
does not  include  any member who  qualifies  as an "audit  committee  financial
expert" (as defined in Regulation  228.401(e)(1)(i)(A) of Regulation S-B). Given
our limited  financial  resources  and  operations at present the board does not
believe  that  it is  necessary  at this  time to  establish  a  separate  audit
committee or appoint an "audit committee financial expert" to the board.

Compliance with Section 16(a) of the Exchange Act

Section 16(a) of the Securities  Exchange Act of 1934, as amended (the "Exchange
Act"),  requires our officers and  directors and holders of more than 10% of our
common  stock  (collectively  "Reporting  Persons")  to file  reports of initial
ownership,  ownership  and  changes in  ownership  of the common  stock with the
Securities  and Exchange  Commission  within certain time periods and to furnish
the  Company  with  copies of all such  reports.  Based  solely on our review of
copies of such  reports  furnished  to us by such  Reporting  Persons  or on the
written representations of such Reporting Persons that no reports on Form 5 were
required,  the Company  believes that during the fiscal year ended  December 31,
2005,  all of the  Reporting  Persons  complied  with their Section 16(a) filing
requirements.


                                      -10-
<PAGE>
Code of Ethics

We adopted a code of ethics for our  officers,  directors and employees in April
2004. We filed a copy of the code of ethics as Exhibit 14.1 to our annual report
for the year ended December 31, 2003.

Item 10.  Executive Compensation.

The following table sets forth all  compensation  awarded to, earned by, or paid
for all services rendered to us during the fiscal years ended December 31, 2005,
2004 and 2003, by our chief executive  officer and our other executive  officers
whose total compensation exceeded $100,000 ("Named Executive Officers").

                           Summary Compensation Table
<TABLE>
<S>                            <C>    <C>           <C>           <C>                <C>               <C>
                               Annual Compensation                                                     Long Term Compensation
Name and Principal                    Year             Salary      Bonus             Other Annual         Securities
Position                                                                             Compensation         Underlying
                                                                                                            Options

Gilad Gat                             2005          $ 120,000     $ 25,000               -                         -
President                             2004            120,000     $ 27,000               -                         -
                                      2003            120,000        -                   -                   120,000
</TABLE>

Option Grants in Last Fiscal Year

We did not grant any stock option to the Named Executive Officers during 2005.

Stock Option Exercises and Holdings

Our Named Executive Officers did not exercise any options in 2005. The following
table  sets forth the number of shares of common  stock  underlying  unexercised
options  held by our Named  Executive  Officers  as of  December  31,  2005.  At
December 31, 2005, none of our Named Executive  Officers held any "in-the-money"
stock options.

                         Number of Securities
                        Underlying Unexercised
                      Options/Warrants at Fiscal
                               Year End
Name                  Exercisable/Un-exercisable

Gilad Gat                     140,000/0

Employment Agreement

On May 4, 2001, we entered into an employment  agreement with Gilad Gat pursuant
to which Mr. Gat was hired to be our President and Chief Executive Officer.  Mr.
Gat's  salary is $120,000  per annum.  Mr. Gat is an "at will"  employee of GSV,
Inc.,  provided however that, if he is terminated  without cause, he is entitled
to a severance payment of $120,000.


                                      -11-
<PAGE>
Directors' Compensation

All directors are reimbursed for certain  expenses in connection with attendance
at board of  directors  and  committee  meetings.  Directors  are eligible to be
granted  options to purchase  common stock under the GSV, Inc. 1998 Stock Option
Plan.  In October  2003 we issued  options  under the plan to  purchase  120,000
shares of common stock at a price of $.60 per share to each of our  non-employee
directors.  Until July 2004,  directors  who are not employees of GSV, Inc. also
received  annual  compensation  in the  amount of $12,000  for their  service as
directors.  In July 2004,  the board  decided  there  would be no  further  cash
compensation  for  non-executive  board members.  Yoav Bitter received $7,000 in
2004.

Equity Compensation Plan Information

The following  table sets forth certain  information at December 31, 2005,  with
respect to our  equity  compensation  plans that  provide  for the  issuance  of
options, warrants or rights to purchase our securities.

<TABLE>
<S>                             <C>                          <C>                          <C>
                                Number of Securities to be   Weighted average price of    Number of securities
                                issued upon exercise of      outstanding options,         remaining available for
                                outstanding options,         warrants, and rights         future issuance under
                                warrants and rights                                       equity compensation plans

Equity compensation plans                 440,000                  $.54 per share                   160,000
approved by security holders

Equity compensation plans not                0                           $0                         14,000
approved by security holders

Total                                     440,000                  $.54 per share                   174,000
</TABLE>

In March 1998,  the Board  adopted the 1998  Directors'  Stock  Option Plan (the
"Directors' Plan"),  pursuant to which each member of the Board of Directors who
is not an employee of the Company who is elected or continues as a member of the
Board of  Directors  is entitled  to receive  annually  options to purchase  600
shares of Common  Stock at an exercise  price equal to fair market  value on the
date of  grant.  A  Compensation  Committee  administers  the  Directors'  Plan;
however,  it cannot  direct the  number,  timing or price of options  granted to
eligible recipients thereunder.

Each option grant under the Directors' Plan vests after the first anniversary of
the date of grant and expires  three years  thereafter.  The number of shares of
Common  Stock  related  to awards  that  expire  unexercised  or are  forfeited,
surrendered,  terminated  or canceled are  available for future awards under the
Directors' Plan. If a director's  service on the Board terminates for any reason
other than death, all vested options may be exercised by such director until the
expiration  date of the option grant.  In the event of a director's  death,  any
options  which such  director was  entitled to exercise on the date  immediately
preceding his or her death may be exercised by a transferee of such director for
the six-month period after the date of the director's death;  provided that such
options may not be  exercised  after  their  expiration  date.  In the case of a
director  who  represents  an  institutional  investor  that is  entitled to the
compensation  paid by the Company to such director,  option grants shall be made
directly to the  institutional  investor on whose behalf such director serves on
the Board.

The maximum  number of shares of Common Stock  reserved  for issuance  under the
Directors' Plan is 14,000 shares. No options are currently outstanding under the
Directors' Plan.


                                      -12-
<PAGE>
Security Ownership of Certain Beneficial Owners

The  following  table  sets  forth  certain  information  as of March 28,  2006,
regarding the beneficial ownership of our common stock by (i) each person who is
known to us to be the  beneficial  owner of more than five  percent  (5%) of our
common  stock;  (ii) each  director and each  executive  officer;  and (iii) all
current directors and executive  officers as a group.  Information  contained in
this report with regard to stock  ownership  was obtained  from our  stockholder
list,  filings  with  governmental  authorities,  or from the named  individual,
directors and officers.  The persons  identified in the following table disclaim
beneficial ownership of shares owned or held in trust for the benefit of members
of their families or entities with which they may be associated.

Beneficial  ownership  has been  determined  in  accordance  with the  rules and
regulations of the SEC and includes  voting or investment  power with respect to
the shares.  Unless  otherwise  indicated,  the persons named in the table below
have sole  voting  and  investment  power  with  respect to the number of shares
indicated as beneficially owned by them.

<TABLE>
<S>                                                    <C>                             <C>
NAME AND ADDRESS OF                                     NUMBER OF SHARES               PERCENTAGE OF
BENEFICIAL OWNER (1)                                   BENEFICIALLY OWNED              COMMON STOCK

Yoav Bitter                                                 140,000 (2)                       *

Gilad Gat                                                   140,000 (3)                       *

Sagi Matza                                                6,970,000 (4)                    76.7%

Doron Ofer                                                1,428,571 (5)                    16.0%

All executive officers and directors as a group           7,250,000                        77.3%
(3 persons)
</TABLE>

* less than 1 percent.

(1)  Unless otherwise indicated, the address of each beneficial owner identified
     is c/o GSV, Inc., 191 Post Road West, Westport, Connecticut 06880.
(2)  Includes  140,000  shares of common stock issuable upon exercise of options
     owned by Mr. Bitter.
(3)  Includes  140,000  shares of common stock issuable upon exercise of options
     owned by Mr. Gat.
(4)  Includes  5,350,000  shares of common stock and 1,500,000  shares of common
     stock  issuable  upon  conversion  of an equal number of shares of Series B
     Preferred  Stock  held by  Polystick  U.S.  Corp.  Mr.  Matza is the  Chief
     Executive  Officer of Polystick U.S. Corp. and is the indirect owner of all
     of its  outstanding  voting  securities.  Also includes  120,000  shares of
     common stock  issuable upon  exercise of options  owned by Mr.  Matza.
(5)  Includes  285,714  shares of Common Stock  issuable  upon  conversion  of a
     promissory  note  held  by D.  Emerald  Investments  Ltd.  ("Emerald")  and
     1,142,857  shares of Common Stock issuable upon exercise of a warrant owned
     by Emerald. Doron Ofer is the sole owner of Emerald.

Item 12.  Certain Relationships and Related Transactions.

Gilad Gat, our President,  and Chief Executive Officer,  was the President and a
director of Brooks Station  Holdings,  Inc., a private  investment  corporation,
from February 2001 until December 2002.  Brooks  acquired  363,637 shares of our
Series A Convertible Preferred Stock in a private placement offering consummated
in March 2001.

In connection with and as a condition to consummation of the merger in July 2003
in which we acquired an interest in Century  Royalty LLC, we redeemed all of the
outstanding  Series A Preferred  Stock from Brooks  Station  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.

On February  11,  2004,  we borrowed  $25,000  from Brooks  Station.  In partial
consideration  for the loan, we issued  100,000 shares of common stock to Brooks


                                      -13-
<PAGE>
Station.  On March 18, 2004, we borrowed another $25,000 from Brooks Station and
in partial  consideration  for the loan issued another  100,000 shares of common
stock to Brooks  Station.  Each loan was evidenced by a promissory  note bearing
interest at 8% per annum secured by a lien on all of our assets.

On September  20, 2004,  we negotiated an extension of the maturity of the notes
from their  original  maturity  date of September  1, 2004 to March 1, 2005.  On
March 10, 2005, we repaid the note issued on February 11, 2004 and negotiated an
extension of the maturity of the note dated March 18, 2004 to September 1, 2005.
We also extended to the same date the maturity of an 8% secured  promissory note
we  issued  to  Brooks  Station  on July 21,  2003 in the  principal  amount  of
$200,000.  On August 31, 2005, we repaid the March 18, 2004 note and  negotiated
an extension of the maturity date of the July 21, 2003 note to March 1, 2006. On
March 20, 2006, we repaid $20,000 of the accrued and unpaid interest on the July
21, 2003 note and  negotiated  an extension of the maturity  date of the note to
September 1, 2006.

On July 21, 2003 we entered into an Agreement and Plan of Merger with  Polystick
U.S.  Corp., a privately  held New York  corporation  ("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 Preferred Stock.

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.  On July 28,
2003, he was elected Chairman of the board. Polystick has the right to elect two
additional persons to our board, but has not yet done so.

Item 13.  Exhibits

Exhibit No.    Description

2.1            Asset  Purchase  Agreement,  dated  as of  June 1,  2002,  by and
               between  GSV,  Inc.,  Cybershop  LLC  and  Polystick  U.S.  Corp.
               (Incorporated by reference to Exhibit 2.1 of the Company's report
               on Form 8-K filed June 5, 2002).
2.2            Agreement  and Plan of Merger dated as of July 21,  2003,  by and
               among GSV, Inc., Cybershop L.L.C.,  Polystick Oil & Gas, Inc. and
               Polystick U.S. Corp. (Incorporated by reference to Exhibit 2.2 of
               the Company's report on Form 8-K, filed July 21, 2003).
3.1            Certificate  of  Incorporation,   as  amended   (Incorporated  by
               reference to Exhibit 3.1 to the Company's  Registration Statement
               on Form S-1, File No. 333-42707).
3.2            Certificate of Amendment of the Certificate of  Incorporation  of
               Cybershop  International,  Inc.  (Incorporated  by  reference  to
               Exhibit 3.2 of the Company's report on Form 10-QSB for the fiscal
               quarter ended June 30, 1999, File No. 000-23901).
3.3            Certificate  of  Merger  of GSV,  Inc  into  Cybershop.com,  Inc.
               (Incorporated by reference to Exhibit 3.5 of the Company's report
               on Form 10-KSB for the year ended  December  31,  1999,  File No.
               000-23901).
3.4            Certificate of  designations,  preferences and rights of Series A
               Convertible  Preferred  Stock  of  GSV,  Inc.   (incorporated  by
               reference  to Exhibit  3.1 of the  Company's  report on Form 8-K,
               filed March 6, 2001).
3.5            Certificate of  designations,  preferences and rights of Series B
               Convertible  Preferred  Stock  of  GSV,  Inc.   (Incorporated  by
               reference  to Exhibit  4.1 of the  Company's  report on Form 8-K,
               filed July 21, 2003).
3.6            Certificate of  designations,  preferences and rights of Series C
               Convertible  Preferred  Stock  of  GSV,  Inc.   (Incorporated  by
               reference  to Exhibit  3.1 of the  Company's  report on Form 8-K,
               filed January 5, 2006).
3.7            By-Laws as  currently  in effect.  (Incorporated  by reference to
               Exhibit 3.5 of the  Company's  report on Form 10-KSB for the year
               ended December 31, 2003, File No. 000-23901).
4.1            Specimen Common Stock  Certificate  (Incorporated by reference to
               Exhibit 4.1 to the Company's  Registration Statement on Form S-1,
               File No. 333-42707).


                                      -14-
<PAGE>
4.2            Convertible Stock Purchase Agreement, dated March 1, 2001, by and
               between GSV, Inc. and Brooks Station Holding, Inc.  (Incorporated
               by reference to Exhibit 4.1 of the  Company's  report on Form 8-K
               filed March 6, 2001).
10.1           Form of Officer and Director Indemnification  Agreement (Filed as
               Exhibit 10.4 to the Company's Registration Statement on Form S-1,
               File No. 333-42707).
10.2           1998 Stock  Option Plan of the Company  (Filed as Exhibit 10.5 to
               the  Company's  Registration  Statement  on Form  S-1,  File  No.
               333-42707).
10.3           1998  Directors'  Stock Option Plan (Filed as Exhibit 10.6 to the
               Company's   Registration   Statement   on  Form  S-1,   File  No.
               333-42707).
10.4           Employment  Agreement  dated May 4,  2001,  by and  between  GSV,
               Inc.and Gilad Gat  (Incorporated  by reference to Exhibit 10.1 of
               the Company's report on Form 8-K, filed May 11, 2001).
10.5           Form of promissory note issued to Brooks Station  Holdings,  Inc.
               (Incorporated by reference to Exhibit 4.3 of the Company's report
               on Form 8-K, filed July 21, 2003).
10.6           Security  Agreement dated as of July 21, 2003, by and between the
               Company  and  Brooks  Station  Holdings,  Inc.  (Incorporated  by
               reference  to Exhibit  4.4 of the  Company's  report on Form 8-K,
               filed July 21, 2003).
10.7           Purchase  Agreement dated as of May 11, 2004, by and between GSV,
               Inc. and D. Emerald  Investments Ltd.  (Incorporated by reference
               to Exhibit 10.1 of the  Company's  report on Form 8-K,  filed May
               14, 2004).
10.8           Guaranty dated as of May 11, 2004, by Polystick U.S.  Corporation
               in  favor  of  D.  Emerald  Investments  Ltd.   (Incorporated  by
               reference  to Exhibit  10.2 to the  Company's  report on form 8-K
               filed May 14, 2004).
10.9           Pledge  Agreement  dated  as of May  11,  2004,  by  and  between
               Polystick  U.S.  Corporation  and  D.  Emerald  Investments  Ltd.
               (Incorporated  by  reference  to  Exhibit  10.3 to the  Company's
               report on Form 8-K filed May 14, 2004).
10.10          Voting  Agreement  dated May 11, 2004, by and between  Polystick
               U.S. Corporation and D. Emerald Investments Ltd. (Incorporated by
               reference  to Exhibit  10.4 to the  Company's  report on Form 8-K
               filed May 14, 2004).
10.11          Letter agreement  between GSV, Inc. and Brooks Station Holdings,
               Inc.  dated  September  20, 2004.  (Incorporated  by reference to
               Exhibit  10.1 of the  Company's  report  on Form  10-QSB  for the
               fiscal quarter ended September 30, 2004, File No. 000-23901).
10.12          Letter agreement  between GSV, Inc. and Brooks Station Holdings,
               Inc. dated March 10, 2005.  (Incorporated by reference to Exhibit
               10.16 of the  Company's  report on Form 10-KSB for the year ended
               December 31, 2004, File No. 000-23901).
10.13          Agreement  by and between GSV,  Inc. and D. Emerald  Investments
               Ltd.  dated as of May 10,  2005.  (Incorporated  by  reference to
               Exhibit 10.1 to the Company's Quarterly Report on Form 10-QSB for
               the quarter ended June 30, 2005).
10.14          Letter agreement  between GSV, Inc. and Brooks Station Holdings,
               Inc. dated August 31, 2005. (Incorporated by reference to Exhibit
               10.2 to the  Company's  Quarterly  Report on Form  10-QSB for the
               quarter ended September 30, 2005).
10.15          Termination,  Settlement  and  Release  Agreement  dated  as  of
               November 30, 2005 by and between GSV,  Inc. and 116 Newark Avenue
               Corporation  (Incorporated  by  reference  to Exhibit 10.1 of the
               Company's report on Form 8-K, filed January 5, 2006).
10.16          Promissory Note issued to 116 Newark Avenue Corporation dated as
               of November 30, 2005  (Incorporated  by reference to Exhibit 10.2
               of the Company's report on Form 8-K, filed January 5, 2006).
10.17          Guaranty  dated as of  November  30,  2005,  by  Polystick  U.S.
               Corporation   in  favor   of  116   Newark   Avenue   Corporation
               (Incorporated  by  reference  to  Exhibit  10.3 of the  Company's
               report on Form 8-K, filed January 5, 2006).
10.18          Pledge  Agreement  dated as of November 30, 2005, by and between
               Polystick  U.S.  Corporation  and 116 Newark  Avenue  Corporation
               (Incorporated  by  reference  to  Exhibit  10.4 of the  Company's
               report on Form 8-K, filed January 5, 2006).
10.19          Letter agreement  between GSV, Inc. and Brooks Station Holdings,
               Inc. dated March 20, 2006.*
14.1           Code of Ethics  (Incorporated  by reference to Exhibit 3.5 of the
               Company's  report on Form 10-KSB for the year ended  December 31,
               2003, File No. 000-23901).
21.1           List of Subsidiaries*


                                      -15-
<PAGE>
23.1           Consent of Comiskey & Company, P.C.*
31.1           Section 302 Certification*
32.1           Section 906 Certification*
99.1           Risk Factors*
* Filed herewith


Item 14.  Principal Accountant Fees and Services

<TABLE>
        <S>                             <C>             <C>
                                              2005            2004
                                              ----            ----
        Audit Fees(1)                   $23,174.27      $31,673.45
        Audit-Related Fees                       0               0
        Tax Fees (2)                      4,774.16       $1,546.00
        All Other Fees                    1,566.25               0
            Total                        29,514.68      $33,219.45
</TABLE>
(1) Represents the aggregate fees billed for professional  services  rendered by
our principal  accountant for the audit of our annual  financial  statements for
the years ended December 31, 2005, and December 31, 2004 and review of financial
statements included in our quarterly reports on Form 10-QSB or services that are
normally  provided by the accountant in connection with statutory and regulatory
filings or engagements  for those periods.  There were no additional fees billed
by our principal accountant during the years ended December 31, 2005 and 2004.

(2) Represents the aggregate fees billed for professional services rendered by
our principal accountant for tax compliance, tax advice and tax planning for the
years ended December 31, 2005 and 2004.

Our entire board of directors acts as our audit  committee.  In accordance  with
Section  10A(i) of the  Securities  Exchange  Act of 1934,  before we engage our
independent  accountant to render audit or non-audit services, the engagement is
approved by our full board of directors.  Our entire board of directors approved
all  of  the  fees   referred  to  in  the  sections   entitled   "Audit  Fees,"
"Audit-Related Fees," "Tax Fees" and "All Other Fees" above.


                                      -16-
<PAGE>
                                   SIGNATURES

Pursuant to the  requirements of Section 13 or 15(d) of the Securities  Exchange
Act of 1934, GSV, Inc. has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.

                                        GSV, INC.



                                        By:/s/ Gilad Gat
                                           -------------------
                                           Gilad Gat
                                           Chief Executive Officer, Chief
                                           Financial Officer and President

                                        Date:  March 30, 2006
                                               --------------

In  accordance  with the Exchange  Act, this report has been signed below by the
following  persons on behalf of the  registrant and in the capacities and on the
dates indicated below.
<TABLE>
<S>                                 <C>                                                 <C>
Signature                           Title                                               Date
                                    Chief Executive Officer, Chief Financial
/s/ Gilad Gat                       Officer and President
------------------                  (Principal Executive Officer, Principal
Gilad Gat                           Financial and Accounting Officer)                   March 30, 2006

/s/ Yoav Bitter                                                                         March 30, 2006
------------------
Yoav Bitter                         Director

/s/ Sagi Matza                                                                          March 30, 2006
------------------
Sagi Matza                          Director
</TABLE>


                                      -17-
<PAGE>
                          INDEX TO FINANCIAL STATEMENTS

GSV, INC.

<TABLE>
<S>                                                                                                                 <C>
Report of Comiskey & Company, Independent Registered Public Accounting Firm.........................................F-2
Balance Sheet as of December 31, 2005...............................................................................F-3
Statements of Operations for the years ended December 31, 2005 and 2004.............................................F-4
Statements of Changes in Stockholders' Equity for the years ended December 31, 2005 and 2004........................F-5
Statements of Cash Flows for the years ended December 31, 2005 and 2004.............................................F-6
Notes to Financials Statements......................................................................................F-7
</TABLE>


                                      F-1
<PAGE>
             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


The Board of Directors
GSV, Inc and Subsidiaries
Westport, Connecticut

We have audited the  accompanying  consolidated  balance  sheet of GSV,  Inc., a
Delaware  corporation and  Subsidiaries  ("the Company") as of December 31, 2005
and the related consolidated statements of operations,  changes of stockholders'
equity and cash flows for the years  ended  December  31,  2005 and 2004.  These
consolidated  financial  statements  are  the  responsibility  of the  Company's
management.  Our  responsibility is to express an opinion on these  consolidated
financial statements based on our audits.

We conducted our audits in accordance  with the standards of the Public  Company
Accounting Oversight Board (United States). Those standards require that we plan
and  perform  the  audits  to obtain  reasonable  assurance  that the  financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

In our opinion, the consolidated  financial statements referred to above present
fairly,  in all  material  respects,  the  financial  position of GSV,  Inc. and
Subsidiaries  as of December 31, 2005 and the results of its  operations and its
cash flows for the year ended  December  31,  2005 and 2004 in  conformity  with
accounting principles generally accepted in the United States of America.

The accompanying financial statements are prepared assuming that the Company
will continue as a going concern. As more fully described in footnote 1, the
Company has incurred recurring operating losses, and it has negligible working
capital at December 31, 2005. The Company's expected future sources of revenue
will be derived from its investments in oil and gas, but the attainment of
profitability from these investments is not assured. The Company will be
required to obtain financing to participate in drilling of prospects under
evaluation, which may dilute its existing working interests. In addition, the
discovery of proved reserves in properties under evaluation is not assured.
These conditions raise substantial doubt about the Company's ability to continue
as a going concern. Management's plans to overcome this uncertainty are also
described in footnote 1. The accompanying financial statements do not include
any adjustments which may be necessary if the Company is unable to continue
operations.


Denver, Colorado
March 29, 2006

                                                /s/ COMISKEY & COMPANY
                                                PROFESSIONAL CORPORATION



                                      F-2
<PAGE>
                           GSV, Inc. and Subsidiaries
                           CONSOLIDATED BALANCE SHEET
                                December 31, 2005

<TABLE>
<S>                                                                             <C>
  ASSETS
CURRENT ASSETS
 Cash and cash equivalents                                                      $  171,738
 Accounts receivable and other current assets                                      218,192
                                                                                -----------

        Total current assets                                                       389,930

 Investments                                                                        50,000
 Other long-term assets - geologic studies                                       2,316,721
 Investments - oil & gas wells, net accumulated depletion                           78,580
 Property and equipment, net accumulated depreciation                                5,424
                                                                                -----------
                                                                                 2,450,725
                                                                                -----------
        Total assets                                                            $2,840,655
                                                                                ===========

  LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
 Accounts payable                                                               $  107,237
 Notes payable - current                                                           200,000
 Accrued interest                                                                   48,424
 Other current liabilities                                                          34,051
                                                                                -----------

        Total current liabilities                                               $  389,712

 Long term debt obligations                                                        556,249
                                                                                -----------

        Total liabilities                                                          945,961


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                                                      41,016,185
 Treasury stock                                                                    (558,998)
 Accumulated deficit                                                            (38,571,634)
                                                                                ------------

        Total stockholders' equity                                                1,894,694
                                                                                ------------

        Total liabilities and stockholders' equity                              $ 2,840,655
                                                                                ============
</TABLE>
    The accompanying notes are an integral part of the financial statements.


                                      F-3
<PAGE>
                           GSV, Inc. and Subsidiaries
                      CONSOLIDATED STATEMENT OF OPERATIONS
                For the twelve months December 31, 2005 and 2004
<TABLE>
<S>                                                                 <C>                  <C>
                                                                       2005                 2004
                                                                    ----------           ----------

Oil and gas income                                                  $ 714,084           $  386,245
Other income                                                               --               44,931
                                                                    ----------          -----------

        Total revenues                                                714,084              431,176

General and administrative expenses                                   818,251              955,500
                                                                    ----------          -----------

        Total operating expenses                                      818,251              955,500
                                                                    ----------          -----------

        Loss from operations before other income                     (104,167)            (524,324)
        and expense

        Interest income, net                                                8                   38
        Interest expense                                              (52,843)             (26,500)
        Gain on sale of investments                                        --               16,077
                                                                    ----------          -----------

        NET LOSS                                                   $ (157,002)          $ (534,709)
                                                                   ===========          ===========
Net loss per common share:
Loss per common share from
  operations - basic                                               $    (0.02)          $    (0.07)
                                                                   ===========          ===========

Weighted average common shares
  outstanding, basic                                                7,472,703            7,431,663
                                                                   ===========           ==========
</TABLE>
    The accompanying notes are an integral part of the financial statements.


                                      F-4
<PAGE>
                           GSV, Inc. and Subsidiaries
           CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

<TABLE>
<S>                                                   <C>             <C>             <C>             <C>
                                                      Preferred Stock, Series A       Preferred Stock, Series B
                                                      -------------------------       -------------------------
                                                      Number of          Par          Number of          Par
                                                       Shares           Value           Shares          Value
                                                      ----------       --------       ---------        -------
Balance at December 31, 2003                                --               --       1,500,000          1,500
 Issuance of common stock for note payable
 Issuance of common stock for services
Issuance of warrants & beneficial conversion

 Net loss                                                   --               --              --             --
                                                      --------       ----------       ---------       --------

Balance at December 31, 2004                                --               --       1,500,000          1,500

 Net loss                                                   --               --              --             --
                                                      --------       ----------       ---------       --------

Balance at December 31, 2005                                --       $       --       1,500,000       $  1,500
                                                      ========       ==========       =========       ========
<CAPTION>
<S>                                               <C>             <C>         <C>            <C>            <C>
                                                  Common Stock
                                                  -------------------------     Additional
                                                   Number of         Par         Paid-In       Treasury     Accumulated
                                                     Shares         Value        Capital        Stock        Deficit
                                                  ------------    ---------   ------------   -----------    -----------
Balance at December 31, 2003                        7,253,416         7,422     40,867,897     (558,998)     (37,879,922)
 Issuance of common stock for note payable            200,000           200         16,800
 Issuance of common stock for services                 19,287            19          2,488
Issuance of warrants & beneficial conversion                                       129,000

 Net loss                                                  --            --             --          --          (534,709)
                                                  -----------     ---------   ------------   ----------     ------------

Balance at December 31, 2004                        7,472,703         7,641     41,016,185     (558,998)     (38,414,630)

 Net loss                                                  --            --             --           --         (157,002)
                                                  -----------     ---------   ------------   ----------     ------------

Balance at December 31, 2005                        7,472,703         7,641     41,016,185     (558,998)     (38,571,634)
                                                  ===========    ==========   ============   ==========     ============
</TABLE>

    The accompanying notes are an integral part of the financial statements.


                                      F-5
<PAGE>
                           GSV, Inc. and Subsidiaries
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                For the twelve months December 31, 2005 and 2004

<TABLE>
<S>                                                                 <C>                  <C>
                                                                       2005                 2004
                                                                    ----------           ----------
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss                                                            $(157,002)           $(534,709)
Adjustments to reconcile net loss to net cash flows
from operating activities:
   Common stock issued for services                                                         19,507
Non-cash value of warrant and beneficial conversion                        --              129,000
Depreciation                                                            3,000                1,950
Depletion                                                             213,458              336,985
Increase (decrease) in cash from changes in:
Account receivable and other current assets                           (92,090)            (107,324)
Other assets                                                            4,598                8,574
Accounts payable and other current liabilities                         95,464              208,690
                                                                    ----------           ----------

      Net cash flows from operating activities                         67,428               62,673

CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of investment - oil & gas wells                              (12,913)            (163,860)
                                                                    ----------           ----------

      Net cash flows from investing activities                        (12,913)            (163,860)

CASH FLOWS FROM FINANCING ACTIVITIES
Payments of notes payable                                             (50,000)             250,000
                                                                    ----------           ----------

      Net cash flows from financing activities                        (50,000)             250,000
                                                                    ----------           ----------

      Net  Increase in cash                                             4,515              148,813

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

CASH AND CASH EQUIVALENTS,  END OF YEAR                             $ 171,738            $ 167,223
                                                                    ==========           ==========

NON-CASH TRANSACTIONS:
Accrued liability converted to note                                 $ 356,249            $      --
                                                                    ==========           ==========
</TABLE>
    The accompanying notes are an integral part of the financial statements.



                                      F-6
<PAGE>
                           GSV, Inc. and Subsidiaries
                          NOTES TO FINANCIAL STATEMENTS
                                December 31, 2005

1.  Description of the Business and Basis of Presentation

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

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  these
investments to more  accurately  reflect  current market  valuations,  and these
investments do not represent a significant asset. As of December 31, 2005, these
investments were valued at approximately  1.8% of the total value of our assets.
The Company is  presently  investigating  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 U.S. Corp.
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
Preferred Stock.

As a result of the Merger,  the Company,  through Merger Sub, acquired interests
in certain oil and gas properties in Texas and an undivided  one-third  interest
in Century  Royalty LLC  ("Century"),  a Texas  limited  liability  company that
manages the oil and gas  properties in Texas plus an additional  interest in the
Louisiana  properties  in which the Company  already held an  interest.  Century
Royalty LLC 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.

Presentation as a Going Concern

The  Company  has  incurred  substantial  operating  losses,   resulting  in  an
accumulated  retained earnings deficit of approximately  $38,519,361 at December
31, 2005. Its current  investments are limited to its investments in certain oil
and gas producing  properties in Louisiana,  and an interest in Century  Royalty
LLC, which has as its primary asset an investment in geologic studies to exploit
other as yet unowned oil and gas properties. At the present time, the Company is
receiving cash flow from its oil and gas  investments  sufficient to sustain its
current activities.  Future realization of the Company's  investment in geologic
studies will be dependent  upon the  Company's  ability to obtain  financing for
drilling  and  development,  of which  there can be no  assurance.  The  Company
projects that potential future cash flows related to the studied  prospects will
exceed their carrying value, if all of the subject prospects are developed.

2.  Summary of Significant Accounting Policies



                                      F-7
<PAGE>
                           GSV, Inc. and Subsidiaries
                          NOTES TO FINANCIAL STATEMENTS
                                December 31, 2005
Use of Estimates

The preparation of financial  statements in conformity  with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect  the  reported  amounts  of assets  and  liabilities  and  disclosure  of
contingent  assets and  liabilities at the date of the financial  statements and
the  reported  amounts of revenues  and expenses  during the  reporting  period.
Actual results could differ from those estimates.

Principles of Consolidation

The consolidated  financial  statements  include the accounts of the Company and
its subsidiaries.  All significant  intercompany  accounts and transactions have
been  eliminated.  The Company  applies  rules FIN46 and FIN46R and  accordingly
treats  the  investment  in  Century  Royalty as  variable  interest  entity and
consolidates  its  financials.  The  company is  responsible  for all of Century
Royalty's  liabilities  and is  entitled  to all of its  net  income  until  the
production  payout is reached,  which at the date of this report is  $3,511,516.
The company is entitled to 75% of the net income thereafter.

Cash and Cash Equivalents

The Company  considers all short-term  marketable  securities with a maturity of
three months or less to be cash equivalents.

Investments

Investments are accounted for on the cost basis.

Advertising

Advertising costs are expensed as incurred.

Oil and Gas Properties

The  Company  follows  the  full  cost  method  of  accounting  for  oil and gas
properties.  Under this  method,  all direct  costs and certain  indirect  costs
associated with acquisition of properties and successful as well as unsuccessful
exploration and development activities are capitalized. Depletion of capitalized
oil and  gas  properties  and  estimated  future  development  costs,  excluding
unproved properties, is based on the units-of-production  method based on proved
reserves.  Net  capitalized  costs of crude oil and natural gas  properties,  as
adjusted  for  asset  retirement   obligations,   less  related  deferred  taxes
(estimated  with an  effective  tax rate of zero),  are  limited to the lower of
unamortized cost or the cost ceiling, defined as the sum of the present value of
estimated  future  net  revenues  from  proved  reserves  based on a 10  percent
discount,  plus the cost of properties not being amortized,  less related income
taxes  (estimated  at an  effective  tax  rate  of  zero).  No  gain  or loss is
recognized upon sale or disposition of oil and gas properties, except in unusual
circumstances.

Geologic studies represent costs associated with properties on which the Company
is performing  exploration  activities  or intends to commence such  activities.
Geologic  studies are  reviewed  annually for  impairment  or reduction in value
based on  expected  conditions  in  properties  under  evaluation.  The  Company
believes  that  the  properties   underlying   the  geologic   studies  will  be
substantially  evaluated  within the next six to twelve months and it will begin
to amortize these costs at such time.


Property and Equipment

Property and equipment are recorded at cost.  Depreciation is computed using the
straight-line  method over the assets' estimated useful lives,  which range from
three to ten years.

Long-lived Assets

The Company reviews its long-lived  assets and certain  related  intangibles for
impairment  periodically,  and  whenever  events  or  changes  in  circumstances
indicate that the carrying amount of an asset may not be fully recoverable. As a
result of its review,  the Company determined that impairment existed in certain
of its  investments as explained in Note 3. An impairment was also recognized on
leasehold improvements as explained in Note 8.


                                      F-8
<PAGE>
                           GSV, Inc. and Subsidiaries
                          NOTES TO FINANCIAL STATEMENTS
                                December 31, 2005

Stock-based Compensation

The Company applies  Accounting  Principles  Board No. 25,  Accounting for Stock
Issued to Employees,  and related  interpretations  in accounting  for its plan.
Accordingly,  no  compensation  costs were recorded for options issued at prices
which reflect no intrinsic value at the grant or modification  date. The Company
considered  the  effects  of  recognizing  compensation  cost  pursuant  to  the
provisions of Statement of Financial  Accounting  Standards No. 123,  Accounting
for Stock-Based  Compensation,  (SFAS No. 123). Using the  Black-Scholes  option
pricing  model,  which takes into  account the  exercise  price of the  options,
expected life,  current price of the underlying  stock, its expected  volatility
and  dividends,  and the  risk-free  interest  rate,  net income would have been
decreased to the pro forma amounts as follows for the years ending December 31:

<TABLE>
<S>            <C>             <C>             <C>             <C>
                           2005                            2004
               ----------------------------    ----------------------------
               AS              PRO             AS              PRO
               REPORTED        FORMA           REPORTED        FORMA
               ------------    ------------    ------------    ------------

Net loss       $  (157,002)    $  (157,002)    $  (534,709)    $  (534,709)
               ============    ============    ============    ============

Net loss
   per share   $     (0.02)    $     (0.02)    $     (0.07)    $     (0.07)
               ============    ============    ============    ============
</TABLE>

Effective the first quarter of 2006, the Company will use SFAS 123(R) - Share
Based Payment, which requires fair value measurement of all equity instruments
issued to employees and others. We do not anticipate that the adoption of this
standard will have a significant effect on the financial statements.

Income Taxes

The Company recognizes  deferred tax assets and liabilities based on differences
between the financial  reporting and tax bases of assets and  liabilities  using
the  enacted  Federal,  state,  and  local  income  tax  rates and laws that are
expected to be in effect when the differences reverse.

Significant Concentrations

From time-to-time, the Company maintains cash balances in excess of FDIC insured
limits. The amount of such excess at December 31, 2005 was approximately $70,000

Fair Value of Financial Instruments

Unless  otherwise  indicated,   the  fair  value  of  all  reported  assets  and
liabilities  which  represent  financial  instruments  approximate  the carrying
values of such instruments.

3.  Investments

The Company has investments in four internet-related  companies, which have been
accounted for using the cost method.

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  years  ended  December  31,  2005 and 2004  was  $161,185  and
$336,985,  respectively. 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. On February 9, 2006, the Company was
advised by the  operator of the oil and gas wells in Louisiana  that  production
from the wells would be suspended  temporarily because the water level had risen
in one of the wells.  The operator is commencing work to recomplete the wells in
a  different  sand  zone.  The  Company  expects  that its share of the costs of
recompletion  will be deducted  from the royalty  payments it receives  from the
operator.  The suspension of production  may have the effect of reducing  future
royalty  revenues until  production  recommences.  An independent  reserve study
performed  effective  March  2006  estimated  that  once work is  completed  the
remaining  reserve in the wells  including  PDP and PDNP,  net of  expenses  and
discounted at 10% is $263,847.


                                      F-9
<PAGE>
                           GSV, Inc. and Subsidiaries
                          NOTES TO FINANCIAL STATEMENTS
                                December 31, 2005

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 Preferred  Stock.  Each share of
Series B 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 Preferred Stock,  except that in the event dividends are
declared  with  respect  to  Common  Stock,  each  holder  of share of  Series B
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  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 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 Preferred Stock, then the entire
net assets of the Company will be  distributed  ratably among the holders of the
Series B 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  through  Cybershop  L.L.C.,
interests in certain oil and gas properties in Texas and an undivided  one-third
interest in Century Royalty LLC ("Century"),  a Texas limited  liability company
that manages the 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  that are  included in other
long term assets on the accompanying  balance sheet.  These geologic studies are
currently  being  carried  without  amortization,  since  the  data  relates  to
properties which are currently under evaluation,  but for which there are yet no
established  reserves.  The Company expects to begin a drilling  program for the
subject  properties in 2006, at which time  amortization of the geologic studies
will begin. If the drilling  program is not successful,  the Company will likely
record an impairment  loss of some or all of the carrying  value of its geologic
studies.

4. Stockholders' Equity

On February 11, 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 is  secured by a lien on all of our
assets.  On  September  20,  2004,  the Company  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,  the Company  repaid the  February  note and
related  interest and  negotiated an extension of the maturity of the March note
and a note from July 2003 to September 1, 2005.  On March 20, 2006,  the Company
repaid $20,000 of the accrued and unpaid  interest on the July 21, 2003 note and
negotiated  an extension of the maturity  date of the note to September 1, 2006.
The amount charged to expense for the value of the shares issued was $17,000.

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 its
common  stock at a price of $.70 per share to D.  Emerald  Investments  Ltd.,  a
private  investment  corporation  ("Emerald").  As a result of these warrant and
conversion  rights the company recorded an expense of $129,000  calculated using
the Black Scholes  method.  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


                                      F-10
<PAGE>
                           GSV, Inc. and Subsidiaries
                          NOTES TO FINANCIAL STATEMENTS
                                December 31, 2005

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.  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  we 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
its 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 its 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.

On July 3, 2005, the Company  entered into an agreement with Emerald dated as of
May 10, 2005,  pursuant to which the Company 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 to May 10, 2006.

5. Stock Option Plan

In 1998,  the  Company  adopted  the 1998 Stock  Option  Plan (the "1998  Option
Plan").  Under the 1998 Option Plan,  stock options may be granted to directors,
officers,  employees, and consultants of the Company. Under the 1998 Option Plan
the number of shares available for issuance is 600,000.

The 1998 Option Plan is summarized as follows:



                                    Shares   Weighted Average Exercise Price
                                    ------   -------------------------------
Outstanding at December 31, 2003    40,000              $ 0.54
Granted                                 --                  --
Cancelled                               --                  --
Exercised                               --                  --
                                   -------              ------
Outstanding at December 31, 2004   440,000              $ 0.54
Granted                                --                   --
Cancelled                              --                   --
Exercised                              --                   --
                                   -------              ------
Outstanding at December 31, 2005   440,000              $ 0.54



                                      F-11
<PAGE>
                           GSV, Inc. and Subsidiaries
                          NOTES TO FINANCIAL STATEMENTS
                                December 31, 2005

The options  granted prior to 2003 vest one-third  annually over three years and
expire  five years from the date of grant.  The  options  granted in 2003 vested
immediately  and expire five years from the date of grant. At December 31, 2005,
all options are exercisable.

6.  General and Administrative Expenses

Supplemental disclosure of General and Administrative Expenses

General and Administrative Expenses for 2005 were $818,251. This number includes
in addition to other expenses depletion of oil and gas reserves of $213,458.

7. Notes Payable

The  Company  has  the  following  notes  payable  and  equivalent   obligations
outstanding at December 31, 2005:
<TABLE>
<S>                                                                     <C>

Note payable to investment corporation, secured by
Company assets, drawing interest at 8% per year, due
March 1, 2006, subsequently extended to
September 1, 2006                                                       $    200,000

Note payable, secured by preferred shares and a voting
pledge agreement, drawing interest at 8% per year,
conversion right at $0.70 per share through May 10,
2006. Due date of May 10, 2006 was
subsequently extended to May 10, 2007                                        200,000

Rent settlement agreement effective November 30, 2005,
consummated January 3, 2006, consisting of a note payable
due November 30, 2007 bearing interest at 7% per year.                       356,249
                                                                           ---------

                                                                             756,249
Less amount classified as current                                            200,000
                                                                           ---------

Long term debt                                                          $    556,249
                                                                           =========
</TABLE>

8. Leases

The Company leases for its own use office space under a non-cancelable revolving
six-month lease. Future minimum lease payments on this non-cancelable  operating
lease for 2006 are approximately $8,400

Rent  expense for the years ended  December  31, 2005 and 2004 was  $193,929 and
$186,578  respectively.  The number for 2005 includes  $172,329  accumulated  to
accounts payable but unpaid rent for the offices in Jersey City.

In June 2001,  the Company  sublet to  Nekema.com  its 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.  The Company  ceased paying rent under
the lease for this space in July 2003.  On May 5, 2004 the Company filed a proof
of claim against  Nekema's estate in the United States  Bankruptcy Court for the
Southern  District  of New  York.  The  proof of claim  was for the total sum of
$421,455.15 and the court approved  $363,048.88 as permitted by law. On November
15,  2005,  the  trustee  in the  bankruptcy  filed a notice  of filing of final
accounts. On February 15, 2006, the Company received $22,300.77 in settlement of
its claim.

On January 3, 2006,  the Company  entered  into a  Termination,  Settlement  and
Release Agreement with 116 Newark Avenue  Corporation,  dated as of November 30,
2005, pursuant to which the Company agreed to terminate the lease for its former
offices  in Jersey  City,  New  Jersey.  Under the terms of the  agreement,  the
Company  paid 116  Newark  $70,000  in cash,  issued  a  promissory  note in the
principal  amount of $356,249.04  and 200,000 shares of Series C preferred stock
to 116 Newark and  reimbursed  116 Newark  for  $10,000 of its legal  fees.  The
promissory  note matures on November 29, 2007 and bears interest at a rate of 7%
per annum. Payment and performance under the promissory note has been guaranteed
by Polystick and secured by a pledge agreement  between Polystick and 116 Newark
pursuant to which Polystick has pledged 356,249 shares of our Series B Preferred
Stock that it holds to 116 Newark.


                                      F-12
<PAGE>
                           GSV, Inc. and Subsidiaries
                          NOTES TO FINANCIAL STATEMENTS
                                December 31, 2005

9. Income Taxes

Deferred taxes are recognized on the differences between the financial reporting
and income tax basis of assets and liabilities using enacted tax rates.

For federal income tax purposes,  the Company's  subsidiary  Century Royalty LLC
files a partnership  tax return and reports the  Company's  share of profits and
losses,  which are taxed to the Company as pass-through  income from oil and gas
activities.  The Company files a consolidated federal income tax return with its
other subsidiaries.

The tax effects of temporary  differences  and net operating loss  carryforwards
(in $000's)  that give rise to  deferred  income tax assets and  liabilities  at
December 31, 2005 are as follows:

        Net operating loss carryforwards                                $7,369
        Less taxable temporary differences related to depletion            (65)
                                                                       --------

        Net deductible temporary differences                             7,304
        Less valuation allowance                                        (7,304)
                                                                       --------
        Net deferred tax asset                                         $    --
                                                                       ========

Due to uncertainty in the realization of the deferred tax asset, the Company has
provided a full valuation allowance.  For the years 2005 and 2004, the valuation
allowance increased $87,000 and $181,000.

As of December 31, 2005,  the Company has  approximately  $21,674,000 in federal
net operating loss carryforwards.  Certain of these carryforwards may be limited
due to change in control  provisions in the internal  revenue  code.  The losses
expire in various years through 2025.

10.  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>

                                            2005                                 2004
                            ----------------------------------    ----------------------------------

                               LOSS       SHARES       SHARE        LOSS        SHARES     PER SHARE
                               ----       ------       -----        ----        ------     ---------
Loss from continuing
operations                  $(157,002)   7,472,703   $   (.02)    $(534,709)   7,431,663   $   (.07)
Effect of preferred
stock dividends                    --           --         --            --           --         --
                            ----------   ---------   ---------    ---------    ---------   ---------
Net loss available
for common
shareholders                $(157,002)   7,472,703   $   (.02)    $(534,709)   7,431,663   $   (.07)
                            ==========   =========   =========    =========    =========   =========
</TABLE>

11. Subsequent Events

Subsequent  to year  end,  on  January  3,  2006,  the  Company  entered  into a
Termination,   Settlement   and  Release   Agreement   with  116  Newark  Avenue
Corporation, dated as of November 30, 2005, pursuant to which the Company agreed
to terminate the lease for its former offices in Jersey City, New Jersey.  Under
the terms of the agreement,  the Company paid 116 Newark $70,000 in cash, issued
a promissory  note in the principal  amount of $356,249.04 and 200,000 shares of
Series C preferred  stock to 116 Newark and reimbursed 116 Newark for $10,000 of
its legal fees.  The  promissory  note  matures on  November  29, 2007 and bears
interest at a rate of 7% per annum. Payment and performance under the promissory


                                      F-13
<PAGE>
                           GSV, Inc. and Subsidiaries
                          NOTES TO FINANCIAL STATEMENTS
                                December 31, 2005

note has been guaranteed by Polystick and secured by a pledge agreement  between
Polystick and 116 Newark  pursuant to which Polystick has pledged 356,249 shares
of our Series B Preferred Stock that it holds to 116 Newark.  116 Newark has the
right to include any shares of common  stock  received  upon  conversion  of the
Series C preferred  stock and upon  conversion of the pledged  shares as part of
any  registration  statement  that the Company may file in  connection  with any
public offering of our securities  (excluding  registration  statements on Forms
S-4 and S-8).

On March 20, 2006, the Company repaid $20,000 of the accrued and unpaid interest
on the July 21, 2003 note and  negotiated  an extension of the maturity  date of
the note to September 1, 2006.

12.  Recently Issued Accounting Pronouncements

In December 2004, the FASB issued SFAS No. 123(R)  Share-Based  Payment,  which
addresses the accounting for share-based payment  transactions.  SFAS No. 123(R)
eliminates  the ability to account  for  share-based  compensation  transactions
using APB No. 25, and  generally  requires  instead  that such  transactions  be
accounted and  recognized  in the  statement of  operations  based on their fair
value. SFAS No. 123(R) will be effective for public companies that file as small
business  issuers as of the first interim or annual reporting period that begins
after December 15, 2005.  The initial  adoption of this standard is not expected
to have an impact on the Company's financial position and results of operations.

In  May  2005,  the  FASB  issued  SFAS  154,   "Accounting  Changes  and  Error
Corrections."  SFAS  154  replaces  APB 20,  "Accounting  Changes"  and  SFAS 3,
"Reporting  Accounting Changes in Interim Financial  Statements" and establishes
retrospective  application  as the  required  method for  reporting  a change in
accounting  principle.  SFAS  154  provides  guidance  for  determining  whether
retrospective  application of a change in accounting  principle is impracticable
and for reporting a change when retrospective application is impracticable.  The
reporting of a correction of an error by restating  previously  issued financial
statements is also addressed.  SFAS 154 is effective for accounting  changes and
corrections  of errors made in fiscal years  beginning  after December 15, 2005.
The Company  does not expect the  adoption of this  statement to have a material
impact on the financial statements.

13.  Unaudited Oil and Gas Reserve Quantities

This section provides  information required by Statement of Financial Accounting
Standards No. 69, "Disclosures about Oil and Gas Producing Activities."

The following unaudited reserve estimates were prepared internally, based upon a
study  conducted  by  Pressler  Petroleum  Consultants,   Inc.,  an  independent
engineering  company,  as of April 1, 2006,  and  adjusted  by the  Company  for
production  through  Dec.  31, 2005.  There are many  uncertainties  inherent in
estimated proved reserve  quantities and in projecting  future  production rates
and the timing of development  expenditures.  In addition,  reserve estimates of
new  discoveries  that have little  production  history are more  imprecise than
those of properties with more production history.  The Company communicates with
Southwest Energy Production Company, the operator of the two wells in Louisiana,
on a regular  basis,  obtaining  daily  production  trends,  the amount of water
produced in the wells,  output  pressures and choke  position.  The Company then
reviews  the  data  from  Southwest  Energy  with  an  independent   engineering
consultant  hired by the  Company to obtain a reserve  estimate,  as none of the
Company's  employees  have the  engineering  or  geologic  expertise  to provide
reserve  estimates.  Finally,  the Company  compares the resulting data with the
reports produced by Pressler Petroleum Consultants. To date the differences have
not been material and the Company has adopted the Pressler reports. In the event
there are material  differences in the future the Company intends to confer with
Pressler  and the  Company's  independent  engineering  consultant  in  order to
understand the reasons for the differences and come to conclusion  regarding the
appropriate reserve estimate.

Proved  oil  and gas  reserves  are  the  estimated  quantities  of  crude  oil,
condensate,   natural  gas,  and  natural  gas  liquids  which   geological  and
engineering  data  demonstrate  with  reasonable  certainty to be recoverable in
future  years  from known  reservoirs  under  existing  economic  and  operating
conditions.

Proved  developed  oil  and gas  reserves  are  those  reserves  expected  to be
recovered through existing wells with existing equipment and operating methods.


                                      F-14
<PAGE>
                           GSV, Inc. and Subsidiaries
                          NOTES TO FINANCIAL STATEMENTS
                                December 31, 2005

Unaudited net  quantities of proved and proved  developed  reserves of crude oil
(including  condensate)  and natural  gas,  all of which are located  within the
continental United States, are summarized below:

Changes in Proved Reserves:

                                                 (BBLS)       (MCF)
Estimated quantity, December 31, 2004             3,673     132,661

Production                                       (2,205)    (70,752)
Acquisitions
Discoveries
Revisions of previous estimates                     145      (3,408)
                                               ---------   ---------


Estimated quantity, December 31, 2005             1,613      58,501
                                               ========    =========


                                December 31, 2005

Proved developed reserves:

   Oil (BBLS)

December 31, 2004                       3,673
December 31, 2005                       1,613

    Gas (MCF)

December 31, 2004                     132,661
December 31, 2005                      58,501

Proved undeveloped reserves:

Oil (BBLS)

December 31, 2005                          --

The following table presents a standardized measure of the discounted future net
cash flows  attributable  to the Company's  proved oil and gas reserves.  Future
cash inflows were computed by applying  period-end  prices of oil and gas to the
estimated  future  production  of  proved  oil  and  gas  reserves.  The  future
production and  development  costs represent the estimated  future  expenditures
(based on current  costs) to be incurred in developing  and producing the proved
reserves,   assuming  continuation  of  existing  economic  conditions.   Future
unexpected  costs or changes in production  could affect  discounted  future net
cash flows.

A  discount  factor of 10% was used to  reflect  the  timing of future  net cash
flows.  The  standardized  measure  of  discounted  future net cash flows is not
intended to represent the replacement cost or fair market value of the Company's
oil and gas properties.


                                      F-15
<PAGE>
                           GSV, Inc. and Subsidiaries
                          NOTES TO FINANCIAL STATEMENTS
                                December 31, 2005

                                              As of Dec. 31,
                                                   2005
                                             ---------------

Future cash inflows                          $      541,251
Future development and production costs            (204,047)
                                             ---------------

Future net cash flows                               337,204
10% annual discount for
Estimating timing of cash flows                     (73,357)
                                             ---------------

Standardized measure of
discounted future net cash flows                    263,847
                                             ===============


Changes in Standardized measure are as follows:

Standardized measure of
discounted future net
cash flows, December 31, 2004                $     778,954

Purchase of reserves in place                           --

Changes in price, net of future
production costs                             $     103,717

Changes in estimated future
development costs                            $     (11,375)

Changes in estimated quantities              $     (16,978)

Changes due to operations:
Production                                       ($670,089)
Accretion of discount                        $      88,245

Other                                        $      (8,627)
                                             --------------
Standardized measure of
  discounted future net
  cash flows, December 31, 2004              $     263,847
                                             ==============




                                      F-16
<PAGE>
                           GSV, Inc. and Subsidiaries
                          NOTES TO FINANCIAL STATEMENTS
                                December 31, 2005

For  purposes  of its  depletion  calculation,  the  Company  excluded  from its
amortization base certain  exploration costs,  comprising  geologic studies,  on
specified  properties,  until it has been  determined  that proved  reserves are
contained  within  the  subject  properties.  The  Company  participated  in the
drilling of one  exploratory  well from the specified  properties in 2004 and it
was decided it was not  economical to complete the well. We are currently in the
process of obtaining leases for two additional  prospects and expect to commence
drilling them in 2006. Upon the  establishment of proved  reserves,  the cost of
the  geologic  studies  will be  allocated  among the  prospects  subject to the
drilling  program,  and are expected to be included in the amortization  base in
2006.  If proved  reserves  are not  established  upon the  commencement  of its
planned  drilling  activities,  it is likely  that the  Company  will  record an
impairment loss for its geologic studies in 2006.

As of December,  31, 2005, the following capitalized costs by category have been
excluded from the amortization base:

Acquisition                       $         0
Exploration                         2,316,721
Development                                 0
Capitalized interest                        0

The Company incurred the costs as follows:

2004                              $         0
2004                                        0
2003                                2,316,721
2002 and prior                              0



                                      F-17
<PAGE>
Exhibit Index

Exhibit No.     Description
10.19           Letter agreement between GSV, Inc. and Brooks Station Holdings,
                Inc. dated March 20, 2006
21.1            List of Subsidiaries
23.1            Consent of Comiskey & Company, P.C.
31.1            Section 302 Certification
32.1            Section 906 Certification
99.1            Risk Factors