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, 2006

[ ]  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, 2006 were $263,867.

As of March 16,  2007,  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 $409,013.57.

As of March 16, 2007,  there were 7,502,703  shares of the issuer's common stock
outstanding, excluding 168,592 shares held in treasury.

Transitional Small Business Disclosure Format (check one):    Yes   X  No
                                                           ---     ---
<PAGE>
                 Statement Regarding Forward-Looking Statements

Some of the  statements  in this  report  are  forward-looking  statements  that
involve  risks  and  uncertainties.  These  forward-looking  statements  include
statements about our plans, objectives, expectations, intentions and assumptions
that are not statements of historical fact. You can identify these statements by
the following words:

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

and similar expressions. We cannot guarantee our future results,  performance or
achievements.  Our actual results and the timing of corporate  events may differ
significantly from the expectations discussed in the forward-looking statements.
You are cautioned not to place undue reliance on any forward-looking statements.
Potential risks and uncertainties that could affect our future operating results
include,  but are not  limited  to, our limited  operating  history,  history of
losses, need to raise additional  capital,  the high risk nature of our business
and the other risks described in Exhibit 99.1 to this report.
<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, 2006,  these  investments  were valued at
approximately  1.9% of the  total  value of our  assets.  We are  continuing  to
investigate  whether  or not  there are any  business  prospects  through  which
material value can be realized from the remaining Internet investments.

Louisiana Interests

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 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.

Production from the wells in Louisiana was suspended  temporarily on February 9,
2006  because the water level had risen in one of the wells.  On or about May 8,
2006 work to  recomplete  the wells in a different  sand zone was  completed and
production was restarted. The wells returned to full production at the beginning
of July 2006. Our share of the costs of  recompletion,  which was about $70,300,
was deducted  from the royalty  payments we received  from the  operator.  Also,
because of the delay  between  sales of gas by the  operator  and our receipt of
royalty payments from the operator,  the temporary  suspension of production had
the  effect of  reducing  our  royalty  revenues  for the  second  and the third
quarters of 2006.

On November 1, 2006, Southwestern Energy Production Company, the operator of the
wells  in  Louisiana,  designated  White  Oak  Operating  Company  LLC to be the
operator  of the wells.  We did not  experience  any change in  production  as a
result.

Texas Interests

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.  ("Cybershop"),  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  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,  interests in certain
oil and gas properties in Texas and an undivided  one-third  interest in Century
Royalty LLC ("Century Royalty"),  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 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

                                      -1-
<PAGE>
and is working towards drilling these  prospects.  Century Royalty had a carried
interest with this  partnership of 20% for the first well drilled in the first 5
prospects or $1.25 million of investment, whichever 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  Royalty'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 $942,012 of this amount as of March 16, 2007.

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

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

On October 5, 2006,  we announced the  successful  completion of drilling in the
first  prospect,  located in Liberty  County,  Texas.  The operators  have since
decided that it is  unnecessary  to drill the second  prospect as the first well
will be  sufficient  to tap the reserves  identified.  Production is expected to
commence  shortly  after  pipeline  tie-in  connections  are  completed.  We are
currently  awaiting  the  completion  of an  independent  engineering  report to
establish  the  estimated  size and  projected  cash flow to be generated by the
well.

In October  2006,  we granted one of the members of the Texas  working  interest
partnership the right to drill a well based on the geological  seismic data that
Century  Royalty  holds.  In return,  we  received a 2% carried  interest in the
proposed  well until  completion,  and a 2%  working  interest  thereafter.  The
"Shirley  Gay" well was  completed in the beginning of March 2007 and is waiting
for pipeline tie-in.  Through March 16, 2007, our expenses related to completion
of the  "Shirley  Gay" well total  $8,193.  Production  is  expected to commence
shortly  after  pipeline  tie-in  connections  are  completed.  We are currently
awaiting the  completion of an independent  engineering  report to establish the
estimated size and projected cash flow to be generated by the well.

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

We 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.

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.

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.


                                      -2-
<PAGE>
As of December 31, 2006, 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 16, 2007, 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  were operated  until  November 2006 by  Southwestern
Energy Production  Company and from November 2006 by White Oak Operating Company
LLC. The wells are producing oil and gas. For the year ended  December 31, 2006,
the wells produced 20,134 gross, 1,209 net barrels of oil at an average price of
$60.28 per barrel,  and 33,213  million  cubic feet (mcf) gross,  33,213 mcf net
natural gas at an average  price of $5.75 per mcf.  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 White Oak Operating Company LLC 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.

Undeveloped Acreage

The  working  interest  partnership  of which  Century  Royalty is a partner has
identified  10 prospects in Texas derived from  geological  studies that Century
Royalty  holds and has  acquired  the  majority  of the  leases  needed to begin
drilling the first 3  prospects.  As of March 16,  2007,  we owned  non-operated
working interests in 2,910 acres gross (266.3 net) in Texas.

Drilling Activity

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

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

On October 5, 2006,  we announced the  successful  completion of drilling in the
first  prospect,  located in Liberty  County,  Texas.  The operators  have since
decided that it is  unnecessary  to drill the second  prospect as the first well
will be  sufficient  to tap the reserves  identified.  Production is expected to
commence  shortly  after  pipeline  tie-in  connections  are  completed.  We are
currently  awaiting  the  completion  of an  independent  engineering  report to
establish  the  estimated  size and  projected  cash flow to be generated by the
well. We have a 11.918% working interest in this well.

In October  2006,  we granted one of the members of the Texas  working  interest
partnership the right to drill a well based on the geological  seismic data that
Century  Royalty  holds.  In return,  we  received a 2% carried  interest in the
proposed  well until  completion,  and a 2%  working  interest  thereafter.  The
"Shirley  Gay" well was  completed in the beginning of March 2007 and is waiting
for pipeline tie-in. Through March 16, 2007, our expenses related to

                                      -3-
<PAGE>
completion  of the "Shirley  Gay" well total  $8,193.  Production is expected to
commence  shortly  after  pipeline  tie-in  connections  are  completed.  We are
currently  awaiting  the  completion  of an  independent  engineering  report to
establish  the  estimated  size and  projected  cash flow to be generated by the
well.

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  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.


                                      -4-
<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>

                                               2007                       2006                        2005
                                               ----                       ----                        ----
                                        High          Low          High          Low           High          Low
                                        ----          ---          ----          ---           ----          ---
Quarter ended March 31                                            $0.17         $0.12         $0.33         $0.10
Quarter ended June 30                                             $0.17         $0.12         $0.40         $0.10
Quarter ended September 30                                        $0.13         $0.11         $0.26         $0.14
Quarter ended December 31                                         $0.16         $0.11         $0.29         $0.15
January 1 through March 16              $0.20        $0.11
</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 16, 2007, there were 108 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

None.

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.

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, 2006,  these  investments  were valued at
approximately  1.9% of the  total  value of our  assets.  We are  continuing  to
investigate  whether  or not  there are any  business  prospects  through  which
material value can be realized from the remaining Internet investments.

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.

                                      -5-
<PAGE>
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,  a New Jersey limited  liability company and wholly-owned
subsidiary of GSV, Inc.  ("Cybershop") 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  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,  interests in certain
oil and gas properties in Texas and an interest in Century Royalty LLC ("Century
Royalty"),  a Texas  limited  liability  company  that  manages  the oil and gas
properties in Texas plus an additional  interest in the Louisiana  properties in
which we already  held an  interest.  Century  Royalty  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.  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 $942,012
of this  amount as of March 16,  2007.  Due to the  existence  of these  revenue
overrides,  the operations of Century  Royalty are included in the  accompanying
statements of operations.

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

On October 5, 2006,  we announced the  successful  completion of drilling in the
first  prospect,  located in Liberty  County,  Texas.  The operators  have since
decided that it is  unnecessary  to drill the second  prospect as the first well
will be  sufficient  to tap the reserves  identified.  Production is expected to
commence  shortly  after  pipeline  tie-in  connections  are  completed.  We are
currently  awaiting  the  completion  of an  independent  engineering  report to
establish  the  estimated  size and  projected  cash flow to be generated by the
well.

In October  2006,  we granted one of the members of the Texas  working  interest
partnership the right to drill a well based on the geological  seismic data that
Century  Royalty  holds.  In return,  we  received a 2% carried  interest in the
proposed  well until  completion,  and a 2%  working  interest  thereafter.  The
"Shirley  Gay" well was  completed in the beginning of March 2007 and is waiting
for pipeline tie-in.  Through March 16, 2007, our expenses related to completion
of the  "Shirley  Gay" well total  $8,193.  Production  is  expected to commence
shortly  after  pipeline  tie-in  connections  are  completed.  We are currently
awaiting the  completion of an independent  engineering  report to establish the
estimated size and projected cash flow to be generated by the well.

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

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.

                                      -6-
<PAGE>
Each share of Series B convertible preferred stock is convertible at any time at
the  holder's  option  into a number of shares  of common  stock  equal to $1.00
divided by the conversion price then in effect.  The terms upon which the Series
B convertible  preferred  stock may be converted into common stock are set forth
in  the  Certificate  of  Designations,  Preferences  and  Rights  of  Series  B
Convertible  Preferred Stock filed by the Company with the Secretary of State of
the State of Delaware on July 18, 2003 ("Series B Certificate of Designations").
As of November  11,  2005,  the Series B  convertible  preferred  stock owned by
Polystick was convertible into 1,500,000 shares of common stock.

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

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

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

In  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.

In June 2001, we sublet to  Nekema.com  our former  offices in Jersey City,  New
Jersey  through  December 31, 2008.  The rent on the sublease was  guaranteed by
Lumbermens Mutual Casualty Company,  d/b/a Kemper Insurance  Company,  until May
2003. In September 2002 Nekema ceased  business  operations and defaulted on the
sublease.  Kemper  Insurance  Company  made all  payments  of rent due under the
sublease  through May 2003. We ceased paying rent under the lease for this space
in July 2003. On May 5, 2004 we filed a proof of claim against  Nekema's  estate
in the United States Bankruptcy Court for the Southern District of New York. The
proof of claim was for the total sum of  $421,455.15 as permitted by law and the
court approved a settlement of $363,048.88. On November 15, 2005, the trustee in
the bankruptcy filed a notice of filing of final accounts. On February 15, 2006,
we received $22,300.77 in settlement of our claim.

On January 3,  2006,  we entered  into a  Termination,  Settlement  and  Release
Agreement  with  116  Newark  Avenue  Corporation  ("116  Newark"),  dated as of
November  30, 2005,  pursuant to which we agreed to terminate  the lease for our
former offices in Jersey City, New Jersey. Under the terms of the agreement,  we
paid 116  Newark  $70,000 in cash,  issued a  promissory  note in the  principal
amount of  $356,249.04  and 200,000  shares of Series C  preferred  stock to 116
Newark and  reimbursed  116 Newark for $10,000 of its legal fees. The promissory
note 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.



                                      -7-
<PAGE>
Each share of Series C preferred  stock is convertible at any time into a number
of shares of common stock equal to $1.00 divided by the conversion  rate then in
effect.  The terms upon which the Series C  convertible  preferred  stock may be
converted   into   common   stock   are  set   forth  in  the   Certificate   of
Designations,Preferences  and  Rights of Series C  Convertible  Preferred  Stock
filed by the  Company  with the  Secretary  of State of the State of Delaware on
January 3, 2006 ("Series C Certificate of Designations").  As of March 16, 2007,
the Series C  convertible  preferred  stock owned by 116 Newark was  convertible
into 200,000 shares of common stock.

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

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

The Series C Certificate of Designations  provides that so long as any shares of
Series C convertible  preferred stock are outstanding,  we will not, without the
written  approval of the holders of at least a majority of the  then-outstanding
Series C convertible  preferred stock, (i) issue any additional shares of Series
C convertible  preferred  stock,  or (ii) issue any Senior Stock or Parity Stock
(as such terms are defined in the Series C Certificate of Designations),  unless
such Senior  Stock or Parity  Stock is to be issued in exchange  for (A) cash or
services  rendered  or to be  rendered  by parties  who are not  Affiliates  (as
defined in the Series C Certificate of Designations)  of the Company,  in either
case having a value  greater than the aggregate  liquidation  preference of such
Senior Stock or Parity Stock, or (B) equity  securities or assets of one or more
businesses that are not Affiliates of the Company, in either case having a value
that is equal to or greater than the  aggregate  liquidation  preference of such
Senior Stock or Parity Stock.  The Series C convertible  preferred  stock has no
other voting rights except as provided by applicable law.

Results of Operations

Year Ended December 31, 2006 compared to Year Ended December 31, 2005.

Revenue:  Revenue  in 2006  consisted  primarily  of royalty  payments  from our
working  interests in two oil and gas wells in the state of Louisiana.  Revenues
decreased by 63.0%, or $450,217,  to $263,867 in 2006 from $714,084 in 2005. The
decrease in revenues for 2006 is primarily a result of a decrease in  production
in the two wells in Louisiana due to the temporary suspension of production from
the wells for part of 2006.

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.  On or about May 8, 2006 work to
recomplete  the wells in a different  sand zone was completed and production was
restarted. Our share of the costs of recompletion,  which was about $70,300, was
deducted from the royalty payments we received from the operator.  Also, because
of the delay  between  sales of gas by the  operator  and our receipt of royalty
payments from the  operator,  the  temporary  suspension  of production  had the
effect of reducing  our royalty  revenues  for the second and third  quarters of
2006.

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 54.5%, or $445,700, to $372,551
in the year ended  December  31,  2006,  from  $818,251 in the prior  year.  The
decrease in 2006 was  primarily  the result of the decrease in depletion and the
cost cutting measures we implemented.

                                      -8-
<PAGE>
Net Losses: Loss from operations  increased by 4.3%, or $4,517, to $108,684,  in
the year ended December 31, 2006, or ($0.01) per basic and diluted common share,
from $104,167 in the prior year, or ($0.01) per basic and diluted  common share.
Net loss available to common  stockholders  in the year ended December 31, 2006,
was  $165,621,  or ($0.02) per basic and diluted  common  share,  as compared to
$157,002 or ($0.02) per basic and diluted common share, in the prior year.

Liquidity and Capital Resources

Net cash provided by operations decreased by 38.9%, or $26,219,  from $67,428 in
the year ended  December  31,  2005,  to $41,209 in the year ended  December 31,
2006.  The decrease was due  primarily to the decrease in revenues  from oil and
gas production.

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.  On or about May 8, 2006 work to
recomplete  the wells in a different  sand zone was completed and production was
restarted. Our share of the costs of recompletion,  which was about $70,300, was
deducted from the royalty payments we received from the operator.  Also, because
of the delay  between  sales of gas by the  operator  and our receipt of royalty
payments from the  operator,  the  temporary  suspension  of production  had the
effect of reducing  our royalty  revenues  for the second and third  quarters of
2006.

Net cash used in investing  activities  during the year ended December 31, 2006,
was  $177,688,  as compared to  $(12,913)  in the prior year.  The  increase was
primarily  attributable  to our  payment  in 2006 of our  share of the  costs of
recompletion of the oil and gas wells in Louisiana,  and the payment of $100,000
for our  participation  in the  drilling of the first Texas well  drilled by the
working interest partnership of which Century Royalty is a member.

Net cash  provided by financing  activities  during the year ended  December 31,
2006, was $3,000,  as compared to $(50,000) in the prior year. The cash provided
in 2006 was  attributable to a stock  exercise,  while the cash used in 2005 was
due to a repayment of principle on a note payable.

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

On February 11, 2004, we borrowed $25,000 from Brooks Station Holdings,  Inc., a
private investment corporation ("Brooks Station").  In partial consideration for
the loan, we issued 100,000 shares of common stock to Brooks  Station.  On March
18,  2004,  we  borrowed  another  $25,000  from  Brooks  Station and in partial
consideration  for the loan issued  another  100,000  shares of common  stock to
Brooks Station. Each loan was evidenced by a promissory note bearing interest at
8% per annum  secured by a lien on all of our assets.  On September 20, 2004, we
negotiated  an  extension  of the  maturity  of the notes  from  their  original
maturity  date of  September  1, 2004 to March 1, 2005.  On March 10,  2005,  we
repaid the note issued on February 11, 2004 and  negotiated  an extension of the
maturity of the note dated March 18, 2004 to September 1, 2005. We also extended
to the same date the  maturity  of an 8%  secured  promissory  note we issued to
Brooks Station on July 21, 2003 in the principal  amount of $200,000.  On August
31, 2005,  we repaid the March 18, 2004 note and  negotiated an extension of the
maturity  date of the July 21, 2003 note to March 1, 2006. On March 20, 2006, we
repaid $20,000 of the accrued and unpaid  interest on the July 21, 2003 note and
negotiated  an extension of the maturity  date of the note to September 1, 2006.
On September  20, 2006,  we  negotiated an extension of the maturity date of the
note to March 1, 2007.  On March 1, 2007,  we  negotiated  an  extension  of the
maturity date of the note to September 1, 2007.

On May 11, 2004, we sold a convertible  promissory note in the principal  amount
of $200,000 and a warrant to purchase up to 1,142,857 shares of our common stock
at a  price  of $.70  per  share  to D.  Emerald  Investments  Ltd.,  a  private
investment  corporation  ("Emerald").  The note bears interest at the rate of 8%
per annum and is convertible  into shares of our common stock at a price of $.70
per share.  The aggregate  purchase price of these  securities was $200,000.  In
connection with the sale of these securities we agreed that if Emerald exercises
the  warrant  in full  and  converts  the  convertible  note in full,  then,  at
Emerald's  request,  we will appoint a person designated by Emerald to our Board
of Directors and, in addition, for so long as Emerald holds at least eighty-five
percent (85%) of the common stock issued upon such exercise and  conversion,  we
will nominate such person (or a different person designated by Emerald) to be


                                      -9-
<PAGE>
reelected  to the Board of  Directors  in  connection  with any  meeting  of our
stockholders  at which  directors are to be elected.  We also agreed that within
120 days of the  exercise of the warrant  and/or  conversion  of the note for an
aggregate of at least 428,572  shares of common stock (subject to adjustment for
dilutive  events as set forth in the warrant and the note) we will  register all
of the shares  issuable upon  conversion of the note and exercise of the warrant
under the Securities  Act of 1933.  Additionally,  we granted  Emerald rights to
have the shares  included in other  registration  statements we may file for the
public  offering of our securities  for cash  proceeds.  In 2004, we recorded an
expense of $129,000 for the value of the warrants and the conversion  feature of
the note calculated using the Black-Scholes method.

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

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

On July 11, 2006, we entered into an agreement  with Emerald dated as of May 10,
2006,  pursuant to which we agreed to extend and renew the note and the warrant.
Under the terms of the  agreement,  the  maturity  date of the note was extended
from May 10, 2007 to January 10,  2008 and  Emerald's  right to convert the note
and all accrued  interest  on the note into common  stock at a price of $.70 per
share was extended until any time prior to May 10, 2007. The term of the warrant
was also extended from May 10, 2006 to May 10, 2007.

On 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,  assuming that we
can  extend  the  maturities  of at least 2 of the  notes we  issued  to  Brooks
Station,  Emerald  and 116  Newark  beyond the next 12  months.  However,  it is
difficult to project our capital needs. We cannot assure you that any additional
financing or other  sources of capital  will be available to us upon  acceptable
terms,  if at all. The inability to obtain  additional  financing,  when needed,
would have a material  adverse effect on our business,  financial  condition and
operating results.

                                      -10-
<PAGE>
Critical Accounting Policies and Use of Estimates

The discussion and analysis of our financial condition and results of operations
are based upon our consolidated  financial statements,  which have been prepared
in accordance with accounting principles generally accepted in the United States
of America. The preparation of our consolidated financial statements requires us
to make estimates and assumptions that affect our reported results of operations
and the amount of reported  assets,  liabilities  and proved oil and natural gas
reserves.  Some accounting  policies involve judgments and uncertainties to such
an extent that there is reasonable  likelihood that materially different amounts
could have been reported under different conditions, or if different assumptions
had been used. Actual results may differ from the estimates and assumptions used
in the preparation of our consolidated financial statements. Described below are
the most significant  policies we apply in preparing our consolidated  financial
statements.  We also describe the most significant  estimates and assumptions we
make in applying these policies.

Oil and Natural Gas Activities

Accounting  for oil and natural  gas  activities  is subject to special,  unique
rules.  Two generally  accepted  methods of  accounting  for oil and natural gas
activities  are  available  -  successful   efforts  and  full  cost.  The  most
significant   differences  between  these  two  methods  are  the  treatment  of
unsuccessful exploration costs and the manner in which the carrying value of oil
and natural gas  properties  are amortized and  evaluated  for  impairment.  The
successful efforts method requires unsuccessful exploration costs to be expensed
as they are incurred upon a determination  that the well is  uneconomical  while
the full cost  method  provides  for the  capitalization  of these  costs.  Both
methods  generally  provide for the periodic  amortization of capitalized  costs
based on proved reserve quantities. Impairment of oil and natural gas properties
under the  successful  efforts  method is based on an evaluation of the carrying
value of individual oil and natural gas properties  against their estimated fair
value, while impairment under the full cost method requires an evaluation of the
carrying  value of oil and  natural  gas  properties  included  in a cost center
against  the net  present  value of future  cash flows from the  related  proved
reserves, using period-end prices and costs and a 10% discount rate.

Full Cost Method

We use  the  full  cost  method  of  accounting  for our  oil  and  natural  gas
activities.   Under  this  method,   all  costs  incurred  in  the  acquisition,
exploration  and  development of oil and natural gas properties are  capitalized
into a cost center (the  amortization  base).  Such amounts  include the cost of
drilling and equipping productive wells, dry hole costs, lease acquisition costs
and delay rentals.  All general and  administrative  costs unrelated to drilling
activities  are  expensed  as  incurred.  The  capitalized  costs of our oil and
natural  gas  properties,  plus  an  estimate  of  our  future  development  and
abandonment  costs,  are amortized on a  unit-of-production  method based on our
estimate  of total  proved  reserves.  Our  financial  position  and  results of
operations  could have been  significantly  different had we used the successful
efforts method of accounting for our oil and natural gas activities.

Proved Oil and Natural Gas Reserves

Estimates  of our  proved  reserves  included  in this  report are  prepared  in
accordance with accounting principles generally accepted in the United States of
America and SEC guidelines.  Our engineering estimates of proved oil and natural
gas  reserves  directly  impact  financial   accounting   estimates,   including
depreciation,  depletion  and  amortization  expense  and the full cost  ceiling
limitation.  Proved oil and natural gas reserves are the estimated quantities of
oil and natural gas reserves that  geological and engineering  data  demonstrate
with  reasonable  certainty  to  be  recoverable  in  future  years  from  known
reservoirs under period-end  economic and operating  conditions.  The process of
estimating quantities of proved reserves is very complex,  requiring significant
subjective  decisions  in the  evaluation  of all  geological,  engineering  and
economic  data for each  reservoir.  The  accuracy  of a reserve  estimate  is a
function  of:  (i)  the  quality  and  quantity  of  available  data;  (ii)  the
interpretation  of that data;  (iii) the accuracy of various  mandated  economic
assumptions  and (iv) the judgment of the persons  preparing the  estimate.  The
data for a given  reservoir  may change  substantially  over time as a result of
numerous factors, including additional development activity, evolving production
history and continual  reassessment of the viability of production under varying
economic conditions.  Changes in oil and natural gas prices, operating costs and
expected performance from a given reservoir also will result in revisions to the
amount of our estimated proved  reserves.  Our estimated proved reserves for the
years  ended  December  31, 2006 and 2005 were  prepared  by Pressler  Petroleum
Consultants  Inc.,  an  independent  oil and natural gas  reservoir  engineering
consulting firm.


                                      -11-
<PAGE>
Depreciation, Depletion and Amortization

Our rate of recording depreciation, depletion and amortization expense (DD&A) is
dependent  upon our  estimate  of  proved  reserves,  which is  utilized  in our
unit-of-production method calculation.  If the estimates of proved reserves were
to be reduced, the rate at which we record DD&A expense would increase, reducing
net income.  Such a reduction in reserves  may result from lower market  prices,
which may make it non-economic to drill for and produce higher cost reserves.  A
five percent positive or negative  revision to proved reserves would decrease or
increase the DD&A rate by approximately $0.15 to $0.17 per Mcfe, respectively.

Future Development and Abandonment Costs

Future  development  costs  include  costs  incurred to obtain  access to proved
reserves such as drilling costs and the  installation  of production  equipment.
Future  abandonment  costs include costs to dismantle and relocate or dispose of
our  production  facilities,   gathering  systems  and  related  structures  and
restoration  costs.  We  develop  estimates  of  these  costs  for  each  of our
properties based upon their geographic location,  type of production  structure,
well  depth,  currently  available  procedures  and ongoing  consultations  with
construction and engineering  consultants.  Because these costs typically extend
many years into the future,  estimating  these  future  costs is  difficult  and
requires management to make judgments that are subject to future revisions based
upon  numerous  factors,  including  changing  technology  and the political and
regulatory  environment.  We review  our  assumptions  and  estimates  of future
development  and future  abandonment  costs on an annual  basis.  A five percent
positive or negative change in future  development  and abandonment  costs would
decrease or increase the DD&A rate by approximately $0.05 per Mcfe.

Asset Retirement Obligations

We have significant  obligations to remove tangible equipment and facilities and
to restore land at the end of oil and gas production operations. Our removal and
restoration  obligations  are  associated  with plugging and  abandoning  wells.
Estimating the future restoration and removal costs is difficult and requires us
to make estimates and judgments because most of the removal obligations are many
years in the future and contracts and regulations often have vague  descriptions
of what constitutes removal. Asset removal technologies and costs are constantly
changing,  as  are  regulatory,  political,  environmental,  safety  and  public
relations  considerations.  Inherent  in  the  present  value  calculations  are
numerous  assumptions and judgments  including the ultimate  settlement amounts,
inflation  factors,  credit adjusted  discount rates,  timing of settlements and
changes in the legal, regulatory, environmental and political environments.

Stock-based Compensation

Determining the amount of stock-based  compensation  for awards granted includes
selecting  an  appropriate  model to  calculate  fair  value.  We have  used the
Black-Scholes  option  valuation  model to value  employee  stock option awards.
Certain  inputs to this valuation  model require  considerable  judgment.  These
inputs include  estimating the volatility of our stock, the expected life of the
option  awarded and the  forfeiture  rate.  We have  estimated  volatility,  the
expected life and the forfeiture  rate based on historical  data.  Volatility is
estimated over a term that approximates the expected life of the option awarded.

Valuation of Investments in Non-Publicly Traded Companies

In the past, we have been making  strategic  equity  investments in non-publicly
traded  internet-related  companies.  Depending  on our level of  ownership  and
whether or not we have the ability to exercise significant influence, we account
for these  investments  on either the cost or equity  method,  and  review  such
investments periodically for impairment.  The appropriate reductions in carrying
values are recorded when, and if, necessary.  The process of assessing whether a
particular  investment's  net  realizable  value is less than its carrying  cost
requires a significant amount of judgment. In making this judgment, we carefully
consider the  investee's  cash  position,  projected  cash flows (both short and
long-term),  financing needs,  most recent valuation data, the current investing
environment,  management / ownership changes,  and competition.  This evaluation
process is based on  information  that we  request  from  these  privately  held
companies.  This  information  is not subject to the same  disclosure  and audit
requirements as the reports required of U.S. public companies,  and as such, the
reliability and accuracy of the data may vary. Based on our evaluations,  we did
not record impairment charges related to our investments in non-publicly  traded
companies during December 31, 2006 and 2005, respectively.  The total investment
in  non-public  companies  was  $50,000  as  of  December  31,  2006  and  2005,
respectively.


                                      -12-
<PAGE>
Off-Balance Sheet Arrangements

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

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,  2006.  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, 2006, that has
materially affected,  or is reasonably likely to materially affect, our internal
control over financial reporting.

Item 8B. Other Information.

Not applicable.


                                      -13-
<PAGE>
                                    PART III

Item 9.  Directors, Executive Officers, Promoters, Control Persons and Corporate
         Governance; 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                 38             Chairman of the Board

              Gilad Gat                  43             Chief Executive Officer, Chief Financial
                                                        Officer, President and Director

              Yoav Bitter                39             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.  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 Chief Executive Officer and President 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

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,
2006,  all of the  Reporting  Persons  complied  with their Section 16(a) filing
requirements.


                                      -14-
<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 year ended December 31, 2006,
by our chief executive officer.

                           Summary Compensation Table

    Name and Principal        Year       Salary         Bonus            Total
         Position                          ($)           ($)              ($)
Gilad Gat,                    2006      $120,000       $25,000         $145,000
President

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.

                  Outstanding Equity Awards at Fiscal Year-End
<TABLE>
<S>            <C>         <C>            <C>           <C>        <C>         <C>          <C>

                           Option Awards  Stock Awards
    Name        Number of    Number of      Equity       Option      Option    Number of     Market
               Securities   Securities     Incentive    Exercise   Expiration  Shares or    Value of
               Underlying   Underlying    Plan Awards:     Price      Date      Units of    Shares or
               Unexercised  Unexercised     Number of       ($)                Stock That   Units of
                 Options      Options      Securities                           Have Not      Stock
                   (#)          (#)        Underlying                            Vested     That Have
               Exercisable  Unexercisable  Unexercised                            (#)       Not Vested
                                            Unearned                                            ($)
                                            Options
                                              (#)

Gilad Gat        120,000         0             0          $0.60      10/31/08      0             $0
</TABLE>

Director 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.  Our  non-employee  directors did not receive any  compensation  for their
services to the Company in 2006.

                                      -15-
<PAGE>
Equity Compensation Plan Information

The following  table sets forth certain  information at December 31, 2006,  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                 370,000                  $0.60 per share                  200,000
approved by security holders

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

Total                                     370,000                  $.60 per share                   214,000
</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  that 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.

Security Ownership of Certain Beneficial Owners

The  following  table  sets  forth  certain  information  as of March 16,  2007,
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.

                                      -16-
<PAGE>
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                                                 120,000(2)                        *

Gilad Gat                                                   120,000(3)                        *

Sagi Matza                                                6,970,000(4)                     76.4%

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

All executive officers and directors as a group           7,210,000                        77.0%
(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  120,000  shares of common stock issuable upon exercise of options
     owned by Mr. Bitter.
(3)  Includes  120,000  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,  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
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


                                      -17-
<PAGE>
of the  maturity  date of the July 21, 2003 note to March 1, 2006.  On March 20,
2006, we repaid $20,000 of the accrued and unpaid  interest on the July 21, 2003
note and  negotiated  an extension of the maturity date of the note to September
1, 2006.  On September 20, 2006, we negotiated an extension of the maturity date
of the note to March 1, 2007.  On March 30, 2007,  we negotiated an extension of
the maturity date of the note to September 1, 2007.

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,  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  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.  (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).
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).


                                      -18-
<PAGE>
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. (Incorporated by reference to Exhibit
               10.19 of the Company's report on Form 10-KSB for the year ended
               December 31, 2005, File No. 000-23901).
10.20          Agreement by and between GSV, Inc. and D. Emerald Investments
               Ltd. dated as of May 10, 2006.  (Incorporated  by reference to
               Exhibit 10.1 of the  Company's  report on Form  10-QSB  for the
               quarter  ended June 30, 2006).
10.21          Letter agreement between GSV, Inc. and Brooks Station Holdings,
               Inc. dated September 20, 2006 (Incorporated by reference to
               Exhibit 10.1 of the Company's report on Form 10-QSB for the
               quarter ended September 30, 2006).
10.22          Letter agreement between GSV, Inc. and Brooks Station Holdings,
               Inc. dated March 9, 2007.*
14.1           Code of Ethics  (Incorporated by reference to Exhibit 14.1 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 (Incorporated by reference to Exhibit 21.1
               of the Company's report on Form 10-KSB for the year ended
               December 31, 2005, File No. 000-23901).


                                      -19-
<PAGE>
23.1           Consent of UHY LLP*
23.2           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>

                                                                            2006                      2005
                                                                            ----                      ----
        Audit Fees(1)                                                 $24,827.25                $23,174.27
        Audit-Related Fees                                                     0                         0
        Tax Fees (2)                                                    3,819.21                  4,774.16
        All Other Fees                                                  1,956.25                  1,566.25
          Total                                                       $30,602.71                 29,514.68
</TABLE>

(1)  Represents the aggregate fees billed for professional  services rendered by
     our  principal  accountants,  Comiskey & Company  P.C. and UHY LLP, for the
     audit of our annual  financial  statements for the years ended December 31,
     2006, and December 31, 2005 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, 2006 and 2005.
(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, 2006 and 2005.

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.


                                      -20-
<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, President
                                           and Chief Financial Officer

                                        Date: March 23, 2007
                                              ---------------

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, President and
                                    Chief Financial Officer
/s/ Gilad Gat                       (Principal Executive Officer, Principal
--------------------------------    Financial and Accounting Officer)                     March 23, 2007
Gilad Gat

/s/ Yoav Bitter
--------------------------------    Director                                              March 23, 2007
Yoav Bitter

/s/ Sagi Matza
--------------------------------    Director                                              March 23, 2007
Sagi Matza
</TABLE>


                                      -21-
<PAGE>
                          INDEX TO FINANCIAL STATEMENTS

GSV, INC.
<TABLE>
<S>                                                                                                                 <C>

Report of UHY LLP, Independent Registered Public Accounting Firm....................................................F-1
Report of Comiskey & Company, Independent Registered Public Accounting Firm.........................................F-2
Balance Sheet as of December 31, 2006...............................................................................F-3
Statements of Operations for the years ended December 31, 2006 and 2005.............................................F-4
Statements of Stockholders' Deficiency for the years ended December 31, 2006 and 2005...............................F-5
Statements of Cash Flows for the years ended December 31, 2006 and 2005.............................................F-6
Notes to Financials Statements......................................................................................F-7
</TABLE>
<PAGE>
        REPORT OF UHY LLP, INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and Board of Directors
GSV, Inc.

We have audited the  accompanying  consolidated  balance sheet of GSV, Inc. (the
"Company") as of December 31, 2006, and the related  consolidated  statements of
operations,  shareholders' equity, and cash flows for the year then ended. These
consolidated  financial  statements  are  the  responsibility  of the  Company's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements and financial statement schedule based on our audit.

We conducted  our audit in accordance  with the standards of the Public  Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement.  An audit also includes examining,
on a  test  basis,  evidence  supporting  the  amounts  and  disclosures  in the
financial statements. An audit 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  audit  provides  a
reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects,  the consolidated financial position of the Company as of
December 31, 2006, and the  consolidated  results of its operations and its cash
flows for the year then ended 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 note 1, the Company
has incurred  recurring  operating losses, and it has negligible working capital
at December 31, 2006. 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 fund drilling and development to recover its investment in geologic
studies and to pay certain  indebtedness  as it becomes  due. 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.


/s/UHY, LLP

New Haven, Connecticut
March 30, 2007


                                      F-1
<PAGE>

             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


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


We have audited the  consolidated  balance sheet (not presented) 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 year ended December 31, 2005.  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 audit.

We conducted  our audit 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  audit  provides  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 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, 2006
<TABLE>
<S>                                                                                     <C>

      ASSETS
CURRENT ASSETS
      Cash and cash equivalents                                                          $      38,260
      Accounts Receivable and other current assets                                             103,975
                                                                                         -------------
           Total current assets                                                                142,235

      Investments:
      Internet related companies                                                                50,000
      Geologic studies                                                                       2,316,721
      Oil and gas wells, net of accumulated depletion                                          194,235

      Property and equipment, net of accumulated depreciation and amortization
       of $1,089,085                                                                             2,424
                                                                                         -------------
                                                                                             2,563,380
                                                                                         -------------
           Total assets                                                                  $   2,705,615
                                                                                         =============

      LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES

      Notes Payable                                                                      $     556,249
      Accounts  Payable                                                                         95,998
      Other Current Liabilities                                                                  5,933
      Accrued Interest                                                                          85,361
                                                                                         -------------
           Total current liabilities                                                           743,541

      Long term Note Payable                                                                   200,000
                                                                                         -------------
           Total liabilities                                                                   943,541


STOCKHOLDERS' EQUITY
      Series B Preferred stock, $0.001 par value: 1,500,000                                      1,500
           shares authorized, issued and oustanding
      Series C Preferred stock, $ 0.001 par value;                                                 200
           shares authorized; 200,000 shares issued and
           oustanding
      Common Stock, $0.001 par value; 75,000,000 shares                                          7,671
           authorized; 7,671,303 shares issued;  and 7,502,703 shares
           outstanding
      Additional paid-in capital                                                             41,048,955
      Treasury stock                                                                          (558,998)
      Accumulated deficit                                                                  (38,737,254)
                                                                                         --------------
           Total stockholders' equity                                                         1,762,074
                                                                                         --------------
           Total liabilities and stockholders' equity                                    $    2,705,615
                                                                                         ==============
</TABLE>

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


                                      F-3
<PAGE>
                           GSV, Inc. and Subsidiaries
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                For the years ended December 31, 2006 and 2005
<TABLE>
<S>                                                                 <C>                  <C>
                                                                       2006                 2005
                                                                    ----------           ----------
Revenues from oil and gas investments                               $ 263,867            $ 714,084

General and administrative expenses                                   372,551              818,251
                                                                    ----------           ----------

     Loss from operations before other                              (108,684)            (104,167)
         income and expenses

     Interest income                                                       --                    8
     Interest expense                                                (56,937)             (52,843)
                                                                    ----------           ----------

     NET LOSS                                                      $(165,621)           $(157,002)
                                                                    ==========           ==========
Net loss per common share
      basic and diluted                                             $  (0.02)            $  (0.02)
                                                                    ==========           ==========

Weighted average common shares
     outstanding; basic and diluted                                 7,502,703            7,472,703
                                                                    ==========           ==========
</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 B       Preferred Stock, Series C
                                                                -------------------------       -------------------------
                                                                 Number of          Par          Number of          Par
                                                                   Shares           Value          Shares          Value
                                                                ----------        --------       ---------        -------
Balance at December 31, 2004                                     1,500,000           1,500              --             --

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

Balance at December 31, 2005                                     1,500,000           1,500              --             --
                                                                ----------        --------       ---------        -------
Issuance of common stock for option exercise
Issuance of preferred stock for settlement of lease obligation                                     200,000            200

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

Balance at December 31, 2006                                     1,500,000           1,500         200,000            200
                                                                ==========        ========       =========        =======
<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, 2004                                    7,472,703         7,641        41,016,185    (558,998)  (38,414,631)

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

Balance at December 31, 2005                                    7,472,703         7,641        41,016,185    (558,998)  (38,571,633)

Issuance of common stock for option exercise                       30,000            30             2,970
Issuance of preferred stock for settlement of lease obligation                                     29,800
 Net loss                                                              --            --                --          --      (165,621)
                                                              -----------       ---------    ------------   ----------  ------------

Balance at December 31, 2006                                     7,502,703        7,671        41,048,955    (558,998)  (38,737,254)
                                                                ===========    ==========    ============   ==========  ============
</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 years ended December 31, 2006 and 2005

<TABLE>
<S>                                                                 <C>                  <C>
                                                                       2006                 2005
                                                                    ----------           ----------

CASH FLOWS FROM OPERATING ACTIVITIES
Net loss                                                            $ (165,621)          $ (157,002)
Adjustments to reconcile net loss to net cash provided by
             operating activities:
Preferred Stock issued for settlement                                   30,000                    0
Depreciation and amortization                                            3,000                3,000
Depletion                                                               62,033              213,458
Changes in operating assets and liabilities:
Account receivable and other current assets                            114,217              (92,090)
Other assets                                                                 0                4,598
Accounts payable and other current liabilities                          (2,419)              95,464
                                                                    ----------           ----------

        Net cash provided by operating activities                       41,209               67,428

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of investment - oil and gas wells                            (177,688)             (12,913)
                                                                    ----------           ----------

        Net cash used in investing activities                         (177,688)             (12,913)

CASH FLOWS FROM FINANCING ACTIVITIES
Repayment of notes payable                                                  --              (50,000)
Cash received from exercised options                                     3,000
                                                                    ----------           ----------

        Net cash provided by (used in) financing activities              3,000              (50,000)
                                                                    ----------           ----------

        Net change in cash                                            (133,479)               4,515

CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR                           171,738              167,223
                                                                    ----------           ----------

CASH AND CASH EQUIVALENTS, END OF YEAR                              $   38,260           $  171,738
                                                                    ==========           ==========
</TABLE>

Supplemental Non-Cash Financing Activities

The  Company  converted  an accrued  rent  payable  into a note in the amount of
$356,249.


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


                                      F-6
<PAGE>
                           GSV, Inc. and Subsidiaries
                          NOTES TO FINANCIAL STATEMENTS
                                December 31, 2006

1.   Description of the Business and Basis of Presentation

GSV Inc. (the "Company") manages  investments in oil and gas assets. The Company
has been pursuing opportunities in the alternative energies arena,  specifically
in the biodiesel sector. The company also has limited Internet  investments with
a carrying value of $50,000 as of December 31, 2006.

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
convertible 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  Royalty"),  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 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 of which Century Royalty
is a member started work on a re-entry  prospect in Texas.  After reaching 6,000
feet and logging,  it was determined  that it was not economical to complete the
well and it was decided on November 8, 2004, to plug and abandon the well.

Production from the wells in Louisiana was suspended  temporarily on February 9,
2006  because the water level had risen in one of the wells.  On or about May 8,
2006 work to  recomplete  the wells in a different  sand zone was  completed and
production  was  restarted.  Our share of the costs of  recompletion,  which was
about  $70,300,  was  deducted  from the royalty  payments we received  from the
operator.  Also,  because of the delay  between sales of gas by the operator and
the  Company's  receipt of royalty  payments  from the  operator,  the temporary
suspension of production had the effect of reducing our royalty revenues for the
second and the third quarters of 2006.

On November 1, 2006, Southwestern Energy Production Company, the operator of the
wells in Louisiana,  designated  White Oak Operating  Company LLC to operate the
wells  on their  behalf.  The  Company  did not  experience  any  change  in the
production as a result.

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


                                      F-7
<PAGE>
                           GSV, Inc. and Subsidiaries
                          NOTES TO FINANCIAL STATEMENTS
                                December 31, 2006

On October 5, 2006, the Company announced the successful  completion of drilling
in the first  prospect,  located in Liberty  County,  Texas.  The operators have
since decided that it is unnecessary  to drill the second  prospect as the first
well will be sufficient to tap the reserves  identified.  Production is expected
to commence shortly after pipeline tie-in connections are completed. The Company
is currently  awaiting the  completion of an independent  engineering  report to
establish  the  estimated  size and  projected  cash flow to be generated by the
well.

In October  2006,  the Company  granted one of the members of the Texas  working
interest  partnership the right to drill a well based on the geological  seismic
data.  In return the Company  received 2% carried  interest in the proposed well
until completion and 2% working interest thereafter.  The "Shirley Gay" well was
completed in the beginning of March 2007 and is waiting for pipeline tie-in.  To
date, the Company's expenses related to the completion of the "Shirley Gay" well
total $8,193.  Production is expected to commence  shortly after pipeline tie-in
connections are completed.  The Company is currently  awaiting the completion of
an independent  engineering report to establish the estimated size and projected
cash flow to be generated by the well.

Presentation as a Going Concern

The  Company  has  incurred  substantial  operating  losses,   resulting  in  an
accumulated  deficit  of  $38,737,254  as of  December  31,  2006.  Its  current
investments are limited to certain oil and gas producing properties in Louisiana
and an interest in Century Royalty.  Century Royalty's primary asset consists of
geologic  studies to  exploit  oil and gas  properties.  One  prospect  has been
completed and is in the process of being tied into the  pipeline.  Production is
not expected  until the second  quarter.  In recent  periods cash flows from the
Company's oil and gas  investments  has been sufficient to enable the Company to
fund its operating,  investing and financing needs. However, the Company will be
required to obtain  additional  financing to fund  drilling and  development  to
recover its investment in geologic  studies  and to pay certain  indebtedness as
it becomes due.    There is no assurance that the Company will obtain additional
adequate  financing  nor is there any  assurance  that proved  reserves  will be
discovered. These conditions raise substantial doubt about the Company's ability
to continue as a going concern.  The  accompanying  financial  statements do not
include any adjustments that may result from the outcome of this uncertainty.

2.   Summary of Significant Accounting Policies

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 March  16,  2007 was  $3,226,647.  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 in Internet related companies

Investments in internet related companies are accounted for on the cost basis.


                                      F-8
<PAGE>
                           GSV, Inc. and Subsidiaries
                          NOTES TO FINANCIAL STATEMENTS
                                December 31, 2006

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 6 to 12 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.  Depreciation  and  amortization  expense was $3,000 for the
years ended December 31, 2006 and 2005.

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.

Asset Retirement Obligation

The  Company  has  adopted  SFAS  No.  143,   Accounting  for  Asset  Retirement
Obligations  (SFAS 143). SFAS 143 requires the fair value of an asset retirement
cost, and corresponding liability, should be recorded as part of the cost of the
related  long-lived  asset  and  subsequently   allocated  to  expense  using  a
systematic and rational  method.  Upon adoption,  the Company  recorded an asset
retirement  obligation to reflect the  Company's  legal  obligations  related to
future  plugging and  abandonment of its oil and natural gas wells.  The Company
estimated the expected cash flow  associated  with the obligation and discounted
the amount using a credit-adjusted,  risk-free interest rate. At least annually,
the Company  reassesses  the  obligation  to  determine  whether a change in the
estimated  obligation  is  necessary.  The Company  evaluates  whether there are
indicators that suggest the estimated cash flows  underlying the obligation have
materially changed. Should those indicators suggest the estimated obligation may
have  materially  changed on an interim  basis  (quarterly),  the  Company  will
accordingly update its assessment.  Additional  retirement  obligations increase
the liability associated with new oil and natural gas wells as these obligations
are incurred.

Stock-based Compensation

Prior to January 1, 2006, the Company applied  Accounting  Principles  Board No.
25, Accounting for Stock Issued to Employees, and related interpretations to its
stock option plan. Accordingly,  no compensation costs were recorded for options
issued at prices which reflected no intrinsic value at the grant or modification
date.

                                      F-9
<PAGE>
                           GSV, Inc. and Subsidiaries
                          NOTES TO FINANCIAL STATEMENTS
                                December 31, 2006

Effective  January 1, 2006,  the Company was required to use SFAS 123(R) - Share
Based Payment,  for all  share-based  awards  granted,  modified or settled.  No
share-based  awards were  granted in either 2006 or 2005.  Further,  all options
outstanding as of December 31, 2006 and 2005 were fully vested prior to December
31, 2004.

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.

Advertising

Advertising costs are expensed as incurred.

Significant Concentrations

From time-to-time, the Company maintains cash balances in excess of FDIC insured
limits. There was no such excess at December 31, 2006.

Fair Value of Financial Instruments

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

3.   Investments

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

The Company 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.  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.  Production  from the
wells in  Louisiana  was  suspended  temporarily  on or about  February 9, 2006,
because the water level had risen in one of the wells.  On or about May 8, 2006,
work to  recomplete  the  wells  in a  different  sand  zone was  completed  and
production was restarted. The wells returned to full production at the beginning
of July 2006. The Company's share of the costs of recompletion,  which was about
$70,300,  was deducted from the royalty  payments the Company  received from the
operator.  Also,  because of the delay  between sales of gas by the operator and
the  Company's  receipt of royalty  payments  from the  operator,  the Company's
royalty  revenues  were reduced in the quarter  ended  September  30,  2006.  On
November 1, 2006,  Southwestern Energy Production  Company,  the operator of the
wells,  designated  White Oak  Operating  Company LLC to be the  operator of the
wells. An independent reserve study performed, effective January 2007, estimated
that the remaining  reserve in the wells including PDP and PDNP, net of expenses
and discounted at 10%, was $594,114.

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


                                      F-10
<PAGE>
                           GSV, Inc. and Subsidiaries
                          NOTES TO FINANCIAL STATEMENTS
                                December 31, 2006

the amount of any declared and unpaid dividends thereon. If upon any Liquidation
Event,  the net assets of the Company are insufficient to permit payment in full
of such  preferential  amount to the holders of Series B  convertible  preferred
stock,  then the entire net assets of the Company  will be  distributed  ratably
among the holders of the Series B convertible preferred stock.

In connection with and as a condition to the Merger, the Company redeemed all of
its existing outstanding Series A convertible  preferred stock, par value $0.001
per share, for $400,001,  plus dividends  payable.  The Company paid $263,801 of
the  redemption  price in cash and $200,000 by a full recourse  promissory  note
bearing interest at a rate of 8% per annum and due September 4, 2004, secured by
a lien on all of the  Company's  assets.  The maturity date of the note has been
extended to September 1, 2007.

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,  which 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  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  that are  currently  under
evaluation,  but for which there are yet no  established  reserves.  On June 28,
2006,  the working  interest  partnership  of which Century  Royalty is a member
commenced drilling on one of the prospects and planned to commence drilling on a
second  prospect  once the first was  completed.  The  costs of  drilling  these
prospects  were expected to exceed  Century  Royalty's  carried  interest in the
working interest partnership. On June 20, 2006, the Company agreed to contribute
a maximum of $100,000  towards the  drilling of the first  prospect and decrease
its working interest in these two prospects to 11.918%.

On October 5, 2006, the Company announced the successful  completion of drilling
in the first  prospect,  located in Liberty  County,  Texas.  The operators have
since decided that it is unnecessary  to drill the second  prospect as the first
well will be sufficient to tap the reserves  identified.  Production is expected
to commence shortly after pipeline tie-in connections are completed. The Company
is currently  awaiting the  completion of an independent  engineering  report to
establish  the  estimated  size and  projected  cash flow to be generated by the
well.

In October  2006,  the  Company  granted  one of the  members in the Texas joint
interest  partnership the right to drill a well based on the geological  seismic
data that  Century  Royalty  holds.  In return the  Company  received 2% carried
interest  in  the  proposed  well  until  completion  and  2%  working  interest
thereafter.  The "Shirley Gay" well was completed in the beginning of March 2007
and is waiting for  pipeline  tie-in.  Through  March 16,  2007,  the  Company's
expenses in the completion of the well totaled $8,193. Production is expected to
commence shortly after pipeline tie-in connections are completed. The Company is
currently  awaiting  the  completion  of an  independent  engineering  report to
establish  the  estimated  size and  projected  cash flow to be generated by the
well.

The  working  interest  partnership  began a drilling  program  for the  subject
properties in 2006. 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 was  evidenced  by a
promissory note bearing interest at 8% per annum secured by a lien on all of the
Company's 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.


                                      F-11
<PAGE>
                           GSV, Inc. and Subsidiaries
                          NOTES TO FINANCIAL STATEMENTS
                                December 31, 2006

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

The Company's principal  stockholder,  Polystick,  entered into a guaranty and a
pledge  agreement with Emerald under which  Polystick  pledged 200,000 shares of
the Company's  Series B convertible  preferred stock as collateral  security for
the note.  Polystick  also entered into a voting  agreement  with Emerald  under
which Polystick agreed that if the Company fails to fully and timely fulfill its
obligations to appoint or nominate a representative for election to 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.

On July 11, 2006, the Company entered into an agreement with Emerald dated as of
May 10, 2006,  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,  2007 to January  10,  2008 and  Emerald's  right to
convert  the note and all accrued  interest  on the note into common  stock at a
price of $.70 per share was extended  until any time prior to May 10, 2007.  The
term of the warrant was also extended from May 10, 2006 to May 10, 2007.

As described in Note 5 below,  on January 3, 2006,  the Company  issued  200,000
shares of Series C Preferred Stock to 116 Newark Avenue Corporation.

Each share of Series C preferred  stock is convertible at any time into a number
of shares of common stock equal to $1.00 divided by the conversion  rate then in
effect.  The terms upon which the Series C  convertible  preferred  stock may be
converted into common stock are set forth in the  Certificate  of  Designations,
Preferences  and Rights of Series C  Convertible  Preferred  Stock  filed by the
Company with the  Secretary of State of the State of Delaware on January 3, 2006
("Series C Certificate of  Designations").  As of November 8, 2006, the Series C
convertible  preferred  stock owned by 116 Newark was  convertible  into 200,000
shares of common stock.

On October 27, 2006,  the Company  issued and sold an aggregate of 30,000 shares
of common  stock at a price of $0.10 per  share to  Walter M.  Epstein  upon his
exercise of an option to purchase such shares. The sale of these


                                      F-12
<PAGE>
                           GSV, Inc. and Subsidiaries
                          NOTES TO FINANCIAL STATEMENTS
                                December 31, 2006

securities was determined to be exempt from  registration  under Section 4(2) of
the Securities Act as transactions by an issuer not involving a public offering.

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.

Activity Under 1998 Option Plan follows:
<TABLE>
<S>                                 <C>       <C>
                                     Shares   Weighted Average Exercise Price
                                     ------   -------------------------------
 Outstanding at December 31, 2004   440,000              $ 0.54
 Granted                                 --                  --
 Cancelled                               --                  --
 Exercised                               --                  --
                                    -------              ------
 Outstanding at December 31, 2005   440,000              $ 0.54
 Granted                                --                   --
 Cancelled                         (40,000)                  --
 Exercised                         (30,000)                  --
                                    -------              ------
 Outstanding at December 31, 2006   370,000              $ 0.60
                                    =======              ======

</TABLE>

All  outstanding  options were granted in 2003.  They were vested upon grant and
expire in 2008. At December 31, 2006, all options outstanding are exercisable.

6. General and Administrative Expenses and Depletion

General and Administrative Expenses for 2006 were $372,551,  including depletion
of oil and gas reserves of $62,033.

7. Notes Payable

The  Company  has  the  following  notes  payable  and  equivalent   obligations
outstanding at December 31, 2006:
<TABLE>
<S>                                                                                     <C>

Note payable to investment corporation, secured by Company assets, with interest
at 8% per year, as amended, due September 1, 2007                                       $ 200,000

Note payable to investment corporation, secured by preferred shares and a voting
pledge  agreement,  with 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 January 10, 2008
                                                                                          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                                                         556,249
                                                                                        ---------

Long term debt                                                                          $ 200,000
                                                                                        =========
</TABLE>


                                      F-13
<PAGE>
                           GSV, Inc. and Subsidiaries
                          NOTES TO FINANCIAL STATEMENTS
                                December 31, 2006

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 2007 are approximately $8,400.

Rent and related  expenses  for the years ended  December  31, 2006 and 2005 was
$22,814.03 and $193,929  respectively.  The number for 2005 included $172,329 in
unpaid  rent for the  offices in Jersey  City that was  accumulated  to accounts
payable.

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 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,  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 the Company's Series B
convertible preferred stock that it holds to 116 Newark.

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, 2006 are as follows:

Net operating loss carryforwards                             $7,426
Less valuation allowance                                     (7,426)
                                                            --------
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 2006 and 2005, the valuation
allowance increased $122,000 and $87,000.

As of December 31, 2006,  the Company has  approximately  $21,892,000 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 2026.



                                      F-14
<PAGE>
                           GSV, Inc. and Subsidiaries
                          NOTES TO FINANCIAL STATEMENTS
                                December 31, 2006


10. Recently Issued Accounting Pronouncements

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 adoption of this  statement  has not had a material  impact on the financial
statements.

11. 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  January,  2007,  and  adjusted  by the Company for
production  through  Dec.  31, 2006.  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
until November 1, 2006,  and with White Oak Operating  Company LLC, the operator
of the two wells in  Louisiana,  since  November  1,  2006 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 the
operator  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 a 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 that 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-15
<PAGE>
                           GSV, Inc. and Subsidiaries
                          NOTES TO FINANCIAL STATEMENTS
                                December 31, 2006

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, 2005             1,613      58,501

 Production                                      (1,209)    (33,213)
 Revisions of previous estimates                  3,140      80,158
                                              ---------    ---------


Estimated quantity, December 31, 2006             3,544     105,446
                                              =========    =========


                                December 31, 2006

 Proved developed reserves:

    Oil (BBLS)

 December 31, 2005                       1,613
 December 31, 2006                       3,544

     Gas (MCF)

 December 31, 2004                      58,501
 December 31, 2005                     105,446

 Proved undeveloped reserves:

 Oil (BBLS)

 December 31, 2006                          --

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-16
<PAGE>
                           GSV, Inc. and Subsidiaries
                          NOTES TO FINANCIAL STATEMENTS
                                December 31, 2006

                                               As of Dec. 31,
                                                    2006
                                              ---------------

 Future cash inflows                          $      876,860
 Future development and production costs            (193,800)
                                              ---------------

 Future net cash flows                               683,060
 10% annual discount for
 Estimating timing of cash flows                     (88,946)
                                              ---------------

 Standardized measure of
 discounted future net cash flows             $      594,114
                                              ===============

Changes in Standardized measure are as follows:

 Standardized measure of
 discounted future net
 cash flows, December 31, 2005                $      263,847

 Purchase of reserves in place                            --

 Changes in price, net of future
 production costs                                    (75,491)

 Changes in estimated future
 development costs                                   (37,208)

 Changes in estimated quantities                     694,960

 Changes due to operations:
 Production                                         (283,332)
 Accretion of discount                                15,588

 Other                                                15,750
                                              --------------
 Standardized measure of
   discounted future net
   cash flows, December 31, 2006              $      594,114
                                              ==============

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.  The  Company  has
completed one gas well in 2006 and is in the process of tie-up connection to the
pipeline.  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 2007.  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 2007.

As of December,  31, 2006, the following capitalized costs by category have been
excluded from the amortization base:

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


                                      F-17
<PAGE>
                           GSV, Inc. and Subsidiaries
                          NOTES TO FINANCIAL STATEMENTS
                                December 31, 2006

The Company incurred the costs as follows:

 2006                              $         0
 2005                                        0
 2004                                        0
 2003                                2,316,721
 2002 and prior                              0


                                      F-18
<PAGE>
Exhibit Index

Exhibit No.     Description
10.22           Letter agreement between GSV, Inc. and Brooks Station Holdings,
                Inc. dated March 9, 2007.
23.1            Consent of UHY LLP
23.2            Consent of Comisky & Company, P.C.
31.1            Section 302 Certification
32.1            Section 906 Certification
99.1            Risk Factors