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

                                   FORM 10-KSB
(Mark One)
[X]   ANNUAL REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF
      1934

                   For the fiscal year ended December 31, 2004

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

                For the transition period from _______ to _______
                        Commission file number 000-23901

                                    GSV, INC.

                 (Name of small business issuer in its charter)

                Delaware                               13-3979226

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

           191 Post Road West
          Westport, Connecticut                           06880

(Address of principal executive offices)               (Zip Code)

         Issuer's telephone number, including area code: (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 (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]

The issuer's revenues for the year ended December 31, 2004 were $431,176.

As of March 24, 2005, the aggregate market value of the voting stock held by
non-affiliates, based on the average of the high and the low bid and asked
prices reported on such date, was $382,446.

As of March 24, 2005, there were 7,472,703 shares of the issuer's common stock
outstanding.

Transitional Small Business Disclosure Format (check one): [_] Yes [X] No


<PAGE>

                                     PART I

ITEM 1. DESCRIPTION OF BUSINESS.

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

Since July 2003 our business operations have been focused on managing our
existing investments in oil and gas assets and entering into new investments in
this industry. 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, 2004, these investments were valued at
approximately 1.7% of the total value of our assets. We are presently
investigating whether or not there are any business prospects through which
material value can be realized from these 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. Corp. ("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 the right of first refusal, to purchase other oil
and gas properties held by Polystick.

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

As a result of the merger, we acquired, through Cybershop, L.L.C., an interest
in Century Royalty LLC, a Texas limited liability company that holds certain oil
and gas properties in Texas plus an additional interest in the Louisiana
properties in which we presently hold an interest. Century Royalty also holds
the rights to certain geologic studies. Century Royalty is a member of a working
interest partnership that has identified several prospects derived from the
geological studies and is working towards drilling these prospects. Century
Royalty has a carried interest with this partnership of 20% for the first well
drilled in the first 5 prospects or $ 1.25 million of investment, whichever
comes first. Century Royalty has a 20% participation interest in all subsequent
wells drilled in the first 5 prospects. For later prospects, Century Royalty is
entitled to an 80% participation interest. 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 $216,590 of this amount as of the date of this report.

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.

We own less than 100% of the working interest in our 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.

                                       1
<PAGE>

As of December 31, 2004, 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 24, 2005, we owned non-operated working interests in
2 producing wells on 746 gross (21 net) acres covered by state leases in
Assumption Parish, Louisiana. The properties are operated by Southwestern Energy
Production Company. The wells are producing oil and gas. For the year ended
December 31, 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. For the
year ended December 31, 2003, the wells produced 9,310 gross, 260 net barrels of
oil at an average price of $27.05 per barrel, and 439,290 million cubic feet
(mcf) gross, 11,930 mcf net natural gas at an average price of $6.24 per mcf. We
pay Southwestern Energy Production Company a monthly fee to support production
costs.

We have not reported to, nor filed with, any other Federal authority or agency
any estimates of total, proved net oil or gas reserves since the beginning of
our last fiscal year. We participated in the drilling of one exploratory well in
Texas in 2004 and it was decided it was not economical to complete the well. We
are currently in the process of obtaining leases for two additional prospects
and expect to commence drilling them in 2005.

In June 2001, we sublet to Nekema.com our former offices in Jersey City, New
Jersey through December 31, 2008. The rent on the sublease was guaranteed by
Lumbermens Mutual Casualty Company, d/b/a Kemper Insurance Company, until May
2003. In September 2002 Nekema ceased business operations and defaulted on the
sublease. Kemper Insurance Company made all payments of rent due under the
sublease through May 2003. On May 5, 2004 we filed a proof of claim against
Nekema's estate in the United States Bankruptcy Court for the Southern District
of New York. The proof of claim is for the total sum of $421,455.15 as permitted
by law. We cannot assure you that we will be able to collect any of this claim.
We ceased paying rent beginning in July 2003 and since then have been
negotiating towards a settlement with the landlord. If we are unable to
negotiate a settlement with the landlord, we will remain obligated to pay rent
on the space until our lease expires in December 2008. The lease contains
automatic increases based upon the consumer price index. Estimated minimum
future lease payments, including such increases, aggregate approximately
$737,257.

ITEM 3. LEGAL PROCEEDINGS.

None

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

None.

                                       2
<PAGE>

                                    PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

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.

                                        2005           2004            2003
                                        ----           ----            ----
                                   HIGH     LOW    HIGH     LOW    HIGH     LOW
                                   -----   -----   -----   -----   -----   -----
Quarter ended March 31                             $0.11   $0.07   $0.14   $0.08
Quarter ended June 30                              $0.80   $0.07   $0.21   $0.07
Quarter ended September 30                         $0.73   $0.35   $0.40   $0.10
Quarter ended December 31                          $0.45   $0.25   $0.25   $0.08
January 1 through March 24         $0.30   $0.15


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 24, 2005, there were 97 holders of record of our common stock.

DIVIDENDS

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

RECENT SALES OF UNREGISTERED SECURITIES

We did not sell any of our securities without registration under the Securities
Act of 1933 during the fourth quarter of 2004.

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

OVERVIEW

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

Prior to June 2001, we had sought to identify and develop attractive early stage
internet companies in exchange for equity positions in such companies. We have
since made substantial write downs of these investments to more accurately
reflect current market valuations, and our investments do not represent a
significant asset. As of December 31, 2004, these investments were valued at
approximately 1.7% of the total value of our assets. We are presently
investigating whether or not there are any business prospects through which
material value can be realized from these 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. The consideration consisted of $550,000 in cash and 850,000 shares of
our common stock valued at $0.25 per share. Additionally, we acquired a one-year
option valued at $80,210, including the right of first refusal, to purchase
other oil and gas properties held by Polystick.

                                       3
<PAGE>

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

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

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

Each share of Series B 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
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. As of March 24, 2005, the Series B Preferred Stock
owned by Polystick was convertible into 1,500,000 shares of common stock.

No dividends are payable on the Series B Preferred Stock, except that in the
event dividends are declared with respect to the common stock each holder of
shares of Series B 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 Preferred Stock had
such shares of Series B Preferred Stock been converted into common stock
immediately before the dividend was declared.

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

The Certificate of Designations provides that so long as any shares of Series B
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 Preferred
Stock, increase the maximum number of directors constituting our board of
directors to more than seven. The Certificate of Designations also provides
that, so long as any shares of Series B Preferred Stock are outstanding, the
holders of the Series B 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
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 Preferred Stock.
The Series B 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.

                                       4
<PAGE>

OFF-BALANCE SHEET TRANSACTIONS

In June 2001, we sublet to Nekema.com our former offices in Jersey City, New
Jersey through December 31, 2008. The rent on the sublease was guaranteed by
Lumbermens Mutual Casualty Company, d/b/a Kemper Insurance Company, until May
2003. In September 2002 Nekema ceased business operations and defaulted on the
sublease. Kemper Insurance Company made all payments of rent due under the
sublease through May 2003. On May 5, 2004 we filed a proof of claim against
Nekema's estate in the United States Bankruptcy Court for the Southern District
of New York. The proof of claim is for the total sum of $421,455.15 as permitted
by law. We cannot assure you that we will be able to collect any of this claim.
We ceased paying rent beginning in July 2003 and since then have been
negotiating towards a settlement with the landlord. If we are unable to
negotiate a settlement with the landlord, we will remain obligated to pay rent
on the space until our lease expires in December 2008. The lease contains
automatic increases based upon the consumer price index. Estimated minimum
future lease payments, including such increases, aggregate approximately
$737,257.

RESULTS OF OPERATIONS

Year Ended December 31, 2004 compared to Year Ended December 31, 2003.

Revenue: Revenue in 2004 consisted primarily of royalty payments from our
working interests in two oil and gas wells in the state of Louisiana, plus other
income consisting of miscellaneous refunds and fees earned. Revenues increased
by 51%, or $146,426, to $431,176 in 2004 from $284,750 in 2003. The increase in
revenues for 2004 is primarily a result of the increase in production resulting
from the expansion of one of the two wells in Louisiana, which was completed on
June 10, 2004, and is also due to our owning the additional interest in the
Louisiana wells for the entire year of 2004 as compared with only six months in
2003. Total revenues for 2003 were comprised of oil and gas revenues of $134,366
and sublease income of $150,384. Sublease income ceased in mid-2003 with the
failure of Nekema to meet its sublease obligations.

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 3%, or $32,994, to $955,500 in
the year ended December 31, 2004, from $988,494 in the prior year. The decrease
in 2004 was primarily the result of cost cutting measures we implemented. Also
included in general and administrative expenses was $148,507 in 2004 and $28,331
in 2003 of non-cash compensation recorded as a result of the issuance of stock
and equity instruments.

Interest income, net: Interest income decreased by 99%, or $3,806, to $39 in the
year ended December 31, 2004, from $3,845 in the prior year. The decrease is
primarily the result of a decrease in average cash and cash equivalents.

Net Losses: Loss from operations decreased by 25%, or $179,420, to $524,324, in
the year ended December 31, 2004, or ($0.07) per basic and diluted common share,
from $703,744 in the prior year, or ($0.15) per basic and diluted common share.
Net loss available to common stockholders in the year ended December 31, 2004,
was $534,709, or ($0.07) per basic and diluted common share, as compared to
$721,566, or ($0.15) per basic and diluted common share, in the prior year.

Year Ended December 31, 2003 compared to Year Ended December 31, 2002.

Revenue: Revenue consisted of royalty payments from our working interests in two
oil and gas wells in the state of Louisiana and rent payments on the space in
Jersey City sublet to Nekema.com. Revenues decreased by 6.8%, to $284,750 in
2003 from $305,611 in 2002. The decrease in revenues for this period is a result
of the decrease in production is the Louisiana wells and the termination of rent
on the space in Jersey City in June 2003.

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 and general corporate expenses. General and administrative
expenses increased by 36.3%, or $263,161, to $988,494 in the year ended December
31, 2003, from $725,333 in the prior year. The increase in 2003 was the result
of increased activity relating to the oil and gas operations, a write-off of
$131,169 of fixed equipment related primarily to the New Jersey office in the
fourth quarter of 2003, and an increase in legal and accounting fees resulting
from the merger in July 2003.

                                       5
<PAGE>

Interest income, net: Interest income decreased by 71.6%, or $9,710, to $3,845
in the year ended December 31, 2003, from $13,546 in the prior year. The
decrease is primarily the result of a decrease in average cash and cash
equivalents.

Net Losses: Loss from operations decreased by 16.1%, or $138,498, to $703,744 in
the year ended December 31, 2003, or ($0.15) per basic and diluted common share,
from $860,064 in the prior year, or ($0.38) per basic and diluted common share.
The decreased loss was primarily due to the change in operations. Net loss
available to common stockholders in the year ended December 31, 2003, was
$721,566, or ($0.16) per basic and diluted common share, as compared to
$908,064, or ($0.38) per basic and diluted common share, in the prior year.

LIQUIDITY AND CAPITAL RESOURCES

Net cash provided by operations increased by 125%, or $323,521, from a deficit
of $260,518 in the year ended December 31, 2003, to $62,673 in the year ended
December 31, 2004. The increase in cash provided by operations was primarily due
to the sharp increase in revenues from the wells in Louisiana and a drop in
general and administrative expenses.

During the fourth quarter of 2004, we recorded positive cash flow from
operations of $157,547.

Net cash used in investing activities during the year ended December 31, 2004,
was $(163,860), as compared to $(55,739) in the prior year. The expenditures
consist of the payment of our share of the costs to drill an exploratory well in
Texas, as well as the recompletion of our two Louisiana properties.

Net cash provided by financing activities during the year ended December 31,
2004, was $250,000, as compared to $(263,801) used in the prior year. The
increase was due to loans received from Brooks Station Holdings and D. Emerald
Investments Ltd., as described below, in 2004, as compared with the redemption
of preferred shares and dividends in 2003.

In 2003, we issued to Polystick 4,500,000 shares of common stock and 1,500,000
shares of Series B 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. We recorded non-cash compensation for the shares issued at the
trading price on the date of issue, totaling $17,000 in the aggregate. Each loan
is evidenced by a promissory note bearing interest at 8% per annum and is
secured by a lien on all of our assets. On September 20, 2004, we negotiated an
extension of the maturity of the notes from their original maturity date of
September 1, 2004 to March 1, 2005. On March 10, 2005, we repaid the February
note and negotiated an extension of the maturity of the March note to September
1, 2005.

On May 11, 2004, we sold a convertible promissory note in the principal amount
of $200,000 and a warrant to purchase up to 1,142,857 shares of our common stock
at a price of $.70 per share to D. Emerald Investments Ltd., a private
investment corporation ("Emerald"). The note bears interest at the rate of 8%
per annum and is convertible into shares of our common stock at a price of $.70
per share. The aggregate purchase price of these securities was $200,000. In
connection with the sale of these securities we agreed that if Emerald exercises
the warrant in full and converts the convertible note in full, then, at
Emerald's request, we will appoint a person designated by Emerald to our Board
of Directors and, in addition, for so long as Emerald holds at least eighty-five
percent (85%) of the common stock issued upon such exercise and conversion, to
nominate such person (or a different person designated by Emerald) to be
reelected to the Board of Directors in connection with any meeting of our
stockholders at which directors are to be elected. We also agreed that within
120 days of the exercise of the warrant and/or conversion of the note for an
aggregate of at least 428,572 shares of common stock (subject to adjustment for
dilutive events as set forth in the warrant and the note) we will register all
of the shares issuable upon conversion of the note and exercise of the warrant
under the Securities Act of 1933. Additionally, we granted Emerald rights to
have the shares included in other registration statements we may file for the
public offering of our securities for cash proceeds. We recorded a charge to
operations of $129,000 for the value of the warrants and the beneficial
conversion feature of the convertible note.

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<PAGE>

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

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

FORWARD-LOOKING STATEMENTS:

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

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

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

ITEM 7. FINANCIAL STATEMENTS.

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

ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

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

ITEM 8A. CONTROLS AND PROCEDURES

As of the end of the period covered by this report, our company conducted an
evaluation, under the supervision and with the participation of our president
and chief financial officer, of our disclosure controls and procedures (as
defined in Rules 13a-15(e) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act")). Based on this evaluation, our president and chief
financial officer concluded that our

                                       7
<PAGE>


company's disclosure controls and procedures are effective to ensure that
information required to be disclosed by us in reports that we file or submit
under the Exchange Act is recorded, processed, summarized and reported within
the time periods specified in Securities and Exchange Commission rules and
forms.

There was no change in our internal controls, which are included within
disclosure controls and procedures, during our most recently completed fiscal
quarter that has materially affected, or is reasonably likely to materially
affect, our internal controls.

ITEM 8B. OTHER INFORMATION

None.


                                       8
<PAGE>


                                    PART III

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
WITH SECTION 16(A) OF THE EXCHANGE ACT

Our directors and executive officers are as follows:

         NAME                 AGE                TITLE
         ----                 ---                -----
         Sagi Matza           36                 Chairman of the Board

         Gilad Gat            41                 Chief Executive Officer,
                                                 Chief Financial Officer and
                                                 Director

         Yoav Bitter          37                 Director


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 1989 until April 1999 he
was the Chief Executive Officer of Polystick Ltd., an Israeli corporation
engaged in chemical manufacturing, petrochemical trading and manufacturing and
adhesives manufacturing and distribution. Mr. Sagi founded Polystick U.S. Corp.

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

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

AUDIT COMMITTEE FINANCIAL EXPERT

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

COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), requires our officers and directors and holders of more than 10% of our
common stock (collectively "Reporting Persons") to file reports of initial
ownership, ownership and changes in ownership of the common stock with the
Securities and Exchange Commission within certain time periods and to furnish
the Company with copies of all such reports. Based solely on our review of
copies of such reports furnished to us by such Reporting Persons or on the
written representations of such Reporting Persons that no reports on Form 5 were
required, the Company believes that during the fiscal year ended December 31,
2004, all of the Reporting Persons complied with their Section 16(a) filing
requirements.

                                       9
<PAGE>

CODE OF ETHICS.

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

ITEM 10. EXECUTIVE COMPENSATION

The following table sets forth all compensation awarded to, earned by, or paid
for all services rendered to us during the fiscal years ended December 31, 2004,
2003 and 2002, by our chief executive officer and our other executive officers
whose total compensation exceeded $100,000 ("Named Executive Officers").

                           SUMMARY COMPENSATION TABLE
                           --------------------------


                                   ANNUAL COMPENSATION    LONG TERM COMPENSATION
                                   -------------------    ----------------------
                                                           OTHER      SECURITIES
    NAME AND                                               ANNUAL     UNDERLYING
PRINCIPAL POSITION       YEAR       SALARY   BONUS      COMPENSATION    OPTIONS
------------------       ----       ------   -----      ------------    -------

Gilad Gat                2004  $   120,000  $ 27,000        -                  -
President                2003      120,000     -            -            120,000
                         2002      120,000  $ 30,000        -                  -


OPTION GRANTS IN LAST FISCAL YEAR

We did not grant any stock options to the Named Executive Officers during 2004.

STOCK OPTION EXERCISES AND HOLDINGS

Our Named Executive Officers did not exercise any options in 2004. The following
table sets forth the number of shares of common stock underlying unexercised
options held by our Named Executive Officers as of December 31, 2004. At
December 31, 2004, none of our Named Executive Officers held any "in-the-money"
stock options.

                                   NUMBER OF SECURITIES
                                  UNDERLYING UNEXERCISED
                                 OPTIONS/WARRANTS AT FISCAL
                                         YEAR END
                       NAME     EXERCISABLE/UN-EXERCISABLE(1)
                       ----     -----------------------------

                    Gilad Gat            140,000/0


EMPLOYMENT AGREEMENT

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

                                       10
<PAGE>

DIRECTORS' COMPENSATION

All directors are reimbursed for certain expenses in connection with attendance
at board of directors and committee meetings. Directors are eligible to be
granted options to purchase common stock under the GSV, Inc. 1998 Stock Option
Plan. In October 2003 we issued options under the plan to purchase 120,000
shares of common stock at a price of $.60 per share to each of our non-employee
directors. Until July 2004, directors who are not employees of GSV, Inc. also
received annual compensation in the amount of $12,000 for their service as
directors. In July 2004, the board decided there would be no further cash
compensation for non-executive board members. Yoav Bitter received $7000 in
2004.

EQUITY COMPENSATION PLAN INFORMATION

The following table sets forth certain information at December 31, 2004, with
respect to our equity compensation plans that provide for the issuance of
options, warrants or rights to purchase our securities.

                        NUMBER OF         WEIGHTED AVERAGE        NUMBER OF
                     SECURITIES TO BE         PRICE OF            SECURITIES
                       ISSUED UPON           OUTSTANDING          REMAINING
                       EXERCISE OF        OPTIONS, WARRANTS,    AVAILABLE FOR
                       OUTSTANDING            AND RIGHTS       FUTURE ISSUANCE
                     OPTIONS, WARRANTS                          UNDER EQUITY
                        AND RIGHTS                           COMPENSATION PLANS
                     -----------------   ------------------  ------------------
Equity compensation        440,000         $.54 per share          160,000
plans approved by
security holders

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

Total                      440,000         $.54 per share          174,000

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

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

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

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

The following table sets forth certain information as of March 24, 2005,
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


                                       11
<PAGE>


common stock; (ii) each director and each executive officer; and (iii) all
current directors and executive officers as a group. Information contained in
this report with regard to stock ownership was obtained from our stockholder
list, filings with governmental authorities, or from the named individual,
directors and officers. The persons identified in the following table disclaim
beneficial ownership of shares owned or held in trust for the benefit of members
of their families or entities with which they may be associated.

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

NAME AND ADDRESS OF                 NUMBER OF SHARES     PERCENTAGE OF
BENEFICIAL OWNER (1)               BENEFICIALLY OWNED     COMMON STOCK
--------------------               ------------------     ------------

Yoav Bitter                             140,000(2)             *

Gilad Gat                               140,000(3)             *

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

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

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

* less than 1 percent.

      (1)   Unless otherwise indicated, the address of each beneficial owner
            identified is c/o GSV, Inc., 191 Post Road West, Westport,
            Connecticut 06880.

      (2)   Includes 140,000 shares of common stock issuable upon exercise of
            options owned by Mr. Bitter.

      (3)   Includes 140,000 shares of common stock issuable upon exercise of
            options owned by Mr. Gat.

      (4)   Includes 5,350,000 shares of common stock and 1,500,000 shares of
            common stock issuable upon conversion of an equal number of shares
            of Series B Preferred Stock held by Polystick U.S. Corp. Mr. Matza
            is the Chief Executive Officer of Polystick U.S. Corp. and is the
            indirect owner of all of its outstanding voting securities. Also
            includes 120,000 shares of common stock issuable upon exercise of
            options owned by Mr. Matza.

      (5)   Includes 285,714 shares of Common Stock issuable upon conversion of
            a promissory note held by D. Emerald Investments Ltd. ("Emerald")
            and 1,142,857 shares of Common Stock issuable upon exercise of a
            warrant owned by Emerald. Doron Ofer is the sole owner of Emerald.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

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

In connection with and as a condition to consummation of the merger in July 2003
in which we acquired an interest in Century Royalty LLC, we redeemed all of the
outstanding Series A Preferred Stock from Brooks Station for $400,001 plus
dividends payable. We paid $263,801 of the redemption price in cash and $200,000
by a promissory note secured by a lien on all of our assets.

On February 9, 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 is evidenced by a promissory note bearing
interest at 8% per annum and maturing on September 1, 2005, and is secured by a
lien on all of our assets.

                                       12
<PAGE>

On September 28, 2004, we entered into an agreement with Brooks Station, dated
September 27, 2004, pursuant to which Brooks Station agreed to extend the
maturity of three promissory notes we issued to Brooks Station from September 1,
2004 to March 1, 2005, and to waive any claim against us or our assets arising
from our failure to repay the notes on the original maturity date. The notes
have an aggregate principal amount of $250,000, bear interest at a rate of 8%
per annum and are secured by a lien on all of our assets. On March 10, 2005, we
repaid the $25,000 note issued to Brooks Station on February 9, 2004 and entered
into an agreement with Brooks Station, pursuant to which Brooks Station agreed
to extend the maturity date of the remaining notes to September 1, 2005 and
waive any claim against us or our assets arising from our failure to repay the
three notes on March 1, 2005. The remaining notes have an aggregate principal
amount of $225,000, bear interest at a rate of 8% per annum and are secured by a
lien on all of our assets.

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

The sole shareholder of Polystick is RT Sagi Holding Ltd., an Israeli
corporation. The sole stockholder of RT Sagi and indirect owner of Polystick is
Mr. Sagi Matza. Effective as of the consummation of the Merger, Mr. Matza was
appointed to our board of directors as the designee of Polystick. On July 28,
2003, he was elected Chairman of the board. Polystick has the right to elect two
additional persons to our board, but has not yet done so.

ITEM 13. EXHIBITS

Exhibit No. Description

2.1         Asset Purchase Agreement, dated as of June 1, 2002, by and between
            GSV, Inc., Cybershop LLC and Polystick U.S. Corp. (Incorporated by
            reference to Exhibit 2.1 of the Company's report on Form 8-K filed
            June 5, 2002).
2.2         Agreement and Plan of Merger dated as of July 21, 2003, by and among
            GSV, Inc., Cybershop L.L.C., Polystick Oil & Gas, Inc. and Polystick
            U.S. Corp. (Incorporated by reference to Exhibit 2.2 of the
            Company's report on Form 8-K, filed July 21, 2003).
3.1         Certificate of Incorporation, as amended (Incorporated by reference
            to Exhibit 3.1 to the Company's Registration Statement on Form S-1,
            File No. 333-42707).
3.2         Certificate of Amendment of the Certificate of Incorporation of
            Cybershop International, Inc. (Incorporated by reference to Exhibit
            3.2 of the Company's report on Form 10-QSB for the fiscal quarter
            ended June 30, 1999, File No. 000-23901).
3.3         Certificate of Merger of GSV, Inc into Cybershop.com, Inc.
            (Incorporated by reference to Exhibit 3.5 of the Company's report on
            Form 10-KSB for the year ended December 31, 1999, File No.
            000-23901).
3.4         Certificate of designations, preferences and rights of Series A
            Convertible Preferred Stock of GSV, Inc. (Incorporated by reference
            to Exhibit 3.1 of the Company's report on Form 8-K, filed March 6,
            2001).
3.5         Certificate of designations, preferences and rights of Series B
            Convertible Preferred Stock of GSV, Inc. (Incorporated by reference
            to Exhibit 4.1 of the Company's report on Form 8-K, filed July 21,
            2003).
3.6         By-Laws as currently in effect. (Incorporated by reference to
            Exhibit 3.5 of the Company's report on Form 10-KSB for the year
            ended December 31, 2003, File No. 000-23901).
4.1         Specimen Common Stock Certificate (Incorporated by reference to
            Exhibit 4.1 to the Company's Registration Statement on Form S-1,
            File No. 333-42707).
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 (Incorporated
            by reference to Exhibit 10.4 to the Company's Registration Statement
            on Form S-1, File No. 333-42707).


                                       13
<PAGE>


10.2        1998 Stock Option Plan of the Company (Incorporated by reference to
            Exhibit 10.5 to the Company's Registration Statement on Form S-1,
            File No. 333-42707).
10.3        1998 Directors' Stock Option Plan (Incorporated by reference to
            Exhibit 10.6 to the Company's Registration Statement on Form S-1,
            File No. 333-42707).
10.4        Registration Rights Agreement dated September 30, 1999 among
            Cybershop.com, Inc., Strong River Investments, Inc. and Montrose
            Investments, L.P. (Incorporated by reference to Exhibit 10.4 of the
            Company's report on Form 10-QSB for the fiscal quarter ended
            September 30, 1999, File No. 000-23901).
10.5        Registration Rights Agreement dated December 8, 1999 among
            Cybershop.com, Inc., Strong River Investments, Inc. and Montrose
            Investments, L.P. (Incorporated by reference to Exhibit 10.14 of the
            Company's report on Form 10-KSB for the year ended December 31,
            1999, File No. 000-23901).
10.6        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).
10.7        Stock Redemption Agreement dated as of July 21, 2003, between the
            Company and Brooks Station Holdings, Inc. (Incorporated by reference
            to Exhibit 4.2 of the Company's report on Form 8-K, filed July 21,
            2003).
10.8        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).
10.9        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).
10.10       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).
10.11       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).
10.12       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).
10.13       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).
10.14       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).
10.15       Convertible Promissory Note Issued to D. Emerald Investments Ltd.
            Dated May 11, 2004 (Incorporated by reference to Exhibit 4.1 to the
            Company's report on Form 8-K, filed May 14, 2004).
10.16       Letter agreement between GSV, Inc. and Brooks Station Holdings, Inc.
            dated March 10, 2005.*
14.1        Code of Ethics (Incorporated by reference to Exhibit 3.5 of the
            Company's report on Form 10-KSB for the year ended December 31,
            2003, File No. 000-23901).
21.1        List of Subsidiaries*
23.1        Consent of Comiskey & Company, P.C.*
31.1        Section 302 Certification*
32.1        Section 906 Certification*
99.1        Risk Factors*
* Filed herewith

                                       14
<PAGE>

ITEM 14. Principal Accountant Fees and Services

                                                  2004              2003
                                                  ----              ----
     Audit Fees(1)                           19,866.79        $35,208.13
     Audit-Related Fees                              0                 0
     Tax Fees (2)                            $3,485.13         $2,627.50
     All Other Fees                                  0                 0
         Total                              $23,351.92        $37,838.63

(1) Represents the aggregate fees billed for professional services rendered by
our principal accountant for the audit of our annual financial statements for
the years ended December 31, 2004, and December 31, 2003 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, 2004 and 2003.

(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, 2004 and 2003.

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.

                                       15
<PAGE>

                                   SIGNATURES

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

                                          GSV, INC.


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

                                          Date: March 31, 2005

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.

Signature               Title                                Date
---------               -----                                ----

                        Chief Executive Officer, Chief
/s/  Gilad Gat          Financial Officer and President   March 31, 2005
---------------         (Principal Executive Officer,
Gilad Gat               Principal Financial and
                        Accounting Officer)





/s/ Yoav Bitter                Director                   March 31, 2005
----------------
Yoav Bitter


/s/  Sagi Matza                Director                   March 31, 2005
---------------
Sagi Matza


                                       16
<PAGE>

                          INDEX TO FINANCIAL STATEMENTS

GSV, INC.

<TABLE>
<CAPTION>
<S>                                                                                             <C>
Report of Comiskey & Company, Independent Registered Public Accounting Firm.....................F-2
Balance Sheet as of December 31, 2004...........................................................F-3
Statements of Operations for the years ended December 31, 2004 and 2003.........................F-4
Statements of Stockholders' Equity for the years ended December 31, 2004 and 2003...............F-5
Statements of Cash Flows for the years ended December 31, 2004 and 2003.........................F-6
Notes to Financial Statements...................................................................F-7
</TABLE>


                                       F-1
<PAGE>

             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


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

We have audited the accompanying consolidated balance sheet of GSV, Inc., a
Delaware corporation and Subsidiaries ("the Company") as of December 31, 2004
and the related consolidated statements of operations, changes of stockholders'
equity and cash flows for the years ended December 31, 2004 and 2003. These
consolidated financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these consolidated
financial statements based on our audits.

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

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of GSV, Inc. and
Subsidiaries as of December 31, 2004 and the results of its operations and its
cash flows for the year ended December 31, 2004 and 2003 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 a deficit in working
capital at December 31, 2004 of $ 607,172. The Company's expected future sources
of revenue will be derived from its investments in oil and gas, but the
exploitation of the Company's holdings will be dependent upon obtaining
financing to engage in drilling of the prospects, of which there can be no
assurance. 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.


Denver, Colorado
March 29, 2005
                                                        /s/ Comiskey & Company
                                                       PROFESSIONAL CORPORATION
                                                       ------------------------


                                      F-2
<PAGE>

                           GSV, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEET
                                DECEMBER 31, 2004

   ASSETS
CURRENT ASSETS
 Cash and cash equivalents                                         $    167,223
 Accounts receivable and other current assets                           126,102
                                                                   ------------

    Total Current Assets                                                293,325

 Investments                                                             50,000
 Other long-term assets - geologic studies                            2,316,721
 Investments - oil & gas wells, net accumulated depletion               279,125
 Property and equipment, net accumulated depreciation                     8,424
 Other assets                                                             4,598
                                                                   ------------
                                                                      2,658,869
                                                                   ------------
    Total Assets                                                   $  2,952,193
                                                                   ============

  LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
 Accounts payable                                                  $    291,834
 Notes payable                                                          450,000
 Other current liabilities                                              140,662
 Accrued interest                                                        18,000
                                                                   ------------

    Total Current Liablities                                            900,496

STOCKHOLDERS' EQUITY
 Series B preferred stock, $0.001 par value;
 1,500,000 shares authorized; 1,500,000 shares
 issued and outstanding                                                   1,500
 Common stock, $0.001 par value; 75,000,000 shares
 authorized; 7,472,703 issued;
 7,472,703 outstanding                                                    7,641
 Additional paid-in capital                                          41,016,185
 Treasury stock                                                        (558,998)
 Accumulated deficit                                                (38,414,631)
                                                                   ------------

    Total Stockholders' Equity                                        2,051,697
                                                                   ------------

    Total Liabilities and Stockholders' Equity                     $  2,952,193
                                                                   ============


    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, 2004 and 2003


                                                      2004              2003
                                                      ----              ----

Sublease income                                   $        --       $   150,384
Oil and gas income                                    386,245           134,366
Other income                                           44,931                --
                                                  -----------       -----------

  Total Revenues                                      431,176           284,750

General and administrative expenses                   955,500           988,494
                                                  -----------       -----------

  Loss From Operations Before Other
  Income and Expense                                 (524,324)         (703,744)


 Interest income, net                                      38             3,845
 Interest expense                                     (26,500)           (6,667)
 Writedown of investments                                  --           (15,000)
 Gain on sale of investments                           16,077                --
                                                  -----------       -----------

  NET LOSS                                        $  (534,709)      $  (721,566)
                                                  ===========       ===========

Net loss per common share:
Loss per common share from
  operations - basic
                                                  $     (0.07)      $     (0.15)
                                                  ===========       ===========

Weighted average common shares
  outstanding, basic                                7,431,663         4,668,929
                                                  ===========       ===========


    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>
<CAPTION>
                                                    Preferred Stock, Series A     Preferred Stock, Series B
                                                   ---------------------------   ---------------------------
                                                    Number of         Par         Number of         Par
                                                      Shares         Value          Shares         Value
                                                      ------         -----          ------         -----


<S>                                                <C>            <C>            <C>            <C>
Balance at December 31, 2002                            363,637   $    380,000             --             --
  Issuance of preferred stock for asset purchase             --             --      1,500,000          1,500
  Issuance of common stock for asset purchase                --             --             --             --
  Issuance of common stock for services                      --             --             --             --
  Redemption of preferred stock                        (363,637)      (380,000)            --             --
  Net loss                                                   --             --             --             --
                                                   ------------   ------------   ------------   ------------

Balance at December 31, 2003                                 --             --      1,500,000          1,500
  Issuance of common stock for note payable
  Issuance of common stock for services

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

Balance at December 31, 2004                                 --   $         --      1,500,000   $      1,500
                                                   ============   ============   ============   ============
</TABLE>

<TABLE>
<CAPTION>
                                               Common Stock
                                        --------------------------     Additional                                         Total
                                         Number of         Par          Paid-in        Treasury        Accumulated     Stockholders'
                                           Shares         Value         Capital         Stock            Deficit          Equity
                                           ------         -----         -------         -----            -------          ------


<S>                                     <C>            <C>            <C>            <C>               <C>             <C>
Balance at December 31, 2002               2,640,090   $      2,809   $ 38,220,679   $   (558,998)   $  (37,086,215)   $    958,275
  Issuance of preferred stock for asset
    purchase                                      --             --             --             --                --           1,500
  Issuance of common stock for asset
    purchase                               4,500,000          4,500      2,619,000             --           (72,141)      2,551,359
  Issuance of common stock for services      113,326            113         28,218             --                --          28,331
  Redemption of preferred stock                   --             --             --             --                --        (380,000)
  Net loss                                        --             --             --             --          (721,566)       (721,566)
                                        ------------   ------------   ------------   ------------      ------------    ------------

Balance at December 31, 2003               7,253,416          7,422     40,867,897       (558,998)      (37,879,922)      2,437,899
  Issuance of common stock for note
    payable                                  200,000            200         16,800                                           17,000
  Issuance of common stock for services       19,287             19          2,488                                            2,507
                                                                           129,000                                          129,000
  Net loss                                        --             --             --             --          (534,709)       (534,709)
                                        ------------   ------------   ------------   ------------      ------------    ------------

Balance at December 31, 2004               7,472,703   $      7,641   $ 41,016,185   $   (558,998)     $(38,414,631)   $  2,051,697
                                        ============   ============   ============   ============      ============    ============
</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, 2004 AND 2003


                                                            2004        2003
                                                         ---------   ---------
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss                                                 $(534,709)  $(721,566)
Adjustments to reconcile net loss to net cash flows
from operating activities:
   Cost of preferred stock previously issued                    --      20,000
   Common stock issued for services                         19,507      28,331
   Non-cash value of warrants and beneficial conversion    129,000          --
   Depreciation                                              1,950      52,668
   Depletion                                               336,985      51,883
   Impairment of property & equipment                           --     120,580
   Writedown of investments                                     --      15,000
Increase (decrease) in cash from changes in:
   Account receivable and other current assets            (107,324)    (78,517)
   Other assets                                              8,574      22,426
   Accounts payable and other current liabilities          208,690     279,927
   Tenant security deposit                                      --     (51,250)
                                                         ---------   ---------

      Net cash flows from operating activities              62,673    (260,518)

CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of investment - oil & gas wells                  (163,860)    (55,739)
                                                         ---------   ---------

      Net cash flows from investing activities            (163,860)    (55,739)

CASH FLOWS FROM FINANCING ACTIVITIES
Redemption of preferred stock                                   --    (200,000)
Preferred dividends paid                                        --     (63,801)
Increase in notes payable                                  250,000          --
                                                         ---------   ---------

      Net cash flows from financing activities             250,000    (263,801)
                                                         ---------   ---------

      Net  Increase (decrease) in cash                     148,813    (580,058)

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

CASH AND CASH EQUIVALENTS,  END OF YEAR                  $ 167,223   $  18,410
                                                         =========   =========


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


                                      F-6
<PAGE>

                           GSV, Inc. and Subsidiaries
                          NOTES TO FINANCIAL STATEMENTS
                                December 31, 2004

1. Description of the Business and Basis of Presentation

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

Prior to June 2001, the Company had sought to identify and develop attractive
early stage Internet companies in exchange for equity positions in such
companies. In connection with this activity, the Company made investments in
Fasturn, Inc., Weema Technologies, Inc., Telephone.com, Inc., MeetChina.com,
Inc., and e-Commerce Solutions, Inc. The Company has since made substantial
write downs of its internet investments to more accurately reflect current
market valuations, and these investments do not represent a significant asset.
In September 2002 the Company restructured its investment in Telephone.com, Inc.
and received $75,000 in cash and 358,000 shares of common stock of
Telephone.com, Inc. in exchange for 600,000 shares of series A preferred stock
of Telephone.com. In 2004, the Company sold its investment in Fasturn, Inc. The
Company is presently investigating whether or not there are any business
prospects through which material value can be realized from its remaining
internet investments.

Effective June 1, 2002, the Company acquired working interests in two oil and
gas wells in the state of Louisiana pursuant to an asset purchase agreement with
Polystick U.S. Corp., 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.

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

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

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

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

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

Presentation as a Going Concern

The Company has incurred substantial operating losses, resulting in an
accumulated retained earnings deficit of approximately $38,400,000 at December
31, 2004. Its current investments are limited to its investments in certain oil
and gas producing properties in Louisiana, and an interest in Century Royalty
LLC, which has as its primary asset an investment in geologic studies to exploit
other as yet unowned oil and gas properties. At the present time, the Company is
receiving cash flow from its oil and gas investments sufficient to sustain its
current activities. Future realization of the Company's investment in geologic
studies will be dependent upon the Company's ability to obtain financing for
drilling and development, of which there can be no assurance. The Company
projects that potential

                                      F-7
<PAGE>

                           GSV, Inc. and Subsidiaries
                          NOTES TO FINANCIAL STATEMENTS
                                December 31, 2004


future cash flows related to the studied prospects will exceed their carrying
value, if all of the subject prospects are developed.

2. Summary of Significant Accounting Policies

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.

Cash and Cash Equivalents

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

Investments

Investments are accounted for on the cost basis.

Advertising

Advertising costs are expensed as incurred.

Property and Equipment

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

Long-lived Assets

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

Stock-based Compensation

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

                                      F-8
<PAGE>

                           GSV, Inc. and Subsidiaries
                          NOTES TO FINANCIAL STATEMENTS
                                December 31, 2004


                           2004                            2003
               ----------------------------    ----------------------------
               AS              PRO             AS              PRO
               REPORTED        FORMA           REPORTED        FORMA
               ------------    ------------    ------------    ------------

Net loss       $   (534,709)   $   (534,709)   $   (721,566)   $   (721,566)
               ============    ============    ============    ============

Net loss
   per share   $      (0.07)   $      (0.07)   $      (0.15)   $      (0.15)
               ============    ============    ============    ============


Income Taxes

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

Significant Concentrations

From time-to-time, the Company maintains cash balances in excess of FDIC insured
limits. The amount of such excess at December 31, 2004 was approximately $0.

Fair Value of Financial Instruments

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

3. Investments

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

As described above, the Company acquired working interests in two oil and gas
wells effective June 1, 2002 for $550,000 in cash and common stock of the
Company valued at $212,500, for a total investment of $762,500. The asset is
depleted on a periodic basis using the units of production method. Depletion
expense for the years ended December 31, 2004 and 2003 was $ 336,985 and
$51,883, respectively. In the fourth quarter of 2002, the properties exhibited a
marked decrease in the volume of oil and gas produced. On May 20, 2004, the
Company elected to participate in re-completion of one of the wells in
Louisiana. The work was successfully completed on June 10, 2004. The total cost
to the Company was $74,063. The Company has seen an increase in revenues as a
result of the re-completion of this well. An independent reserve study performed
effective March 2005, estimates the total remaining reserves in this well
including PDP and PDNP, net of expenses and discounted at 10% is $778,954.

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

                                      F-9
<PAGE>

                           GSV, Inc. and Subsidiaries
                          NOTES TO FINANCIAL STATEMENTS
                                December 31, 2004

Following is a condensed balance sheet showing the fair values of the assets
acquired and the liabilities assumed as of the date of the acquisition:

   Current assets                  $   210,784
   Other long-term assets            2,316,721
   Investments - oil & gas wells       219,420
                                   -----------
                                     2,746,925
   Current liabilities                (121,925)
                                   -----------
   Net assets acquired             $ 2,625,000
                                   ===========

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

As a result of the merger, the Company acquired an interest in Century Royalty
LLC ("Century"), which holds certain oil and gas properties in Texas plus an
additional interest in the Louisiana properties in which the Company presently
holds an interest. Century also holds the rights to certain geologic studies
that are included in other long term assets on the accompanying balance sheet.

4. Stockholders' Equity

On February 11, 2004, we borrowed $25,000 from Brooks Station Holdings, Inc., a
private investment corporation ("Brooks Station"). In partial consideration for
the loan, we issued 100,000 shares of common stock to Brooks Station. On March
18, 2004, we borrowed another $25,000 from Brooks Station and in partial
consideration for the loan issued another 100,000 shares of common stock to
Brooks Station. Each loan is evidenced by a promissory note bearing interest at
8% per annum and is secured by a lien on all of our assets. On September 20,
2004, we negotiated an extension of the maturity of the notes from their
original maturity date of September 1, 2004 to March 1, 2005. On March 10, 2005,
we repaid the 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.
The amount charged to expense for the value of the shares issued was $17,000.

On May 11, 2004, we sold a convertible promissory note in the principal amount
of $200,000 and a warrant to purchase up to 1,142,857 shares of our common stock
at a price of $.70 per share to D. Emerald Investments Ltd., a private
investment corporation ("Emerald"). As a result of these warrant and conversion
rights the company recorded an expense of $129,000 calculated using the Black
Scholes method. The note bears interest at the rate of 8% per annum and is
convertible into shares of our common stock at a price of $.70 per share. The
aggregate purchase price of these securities was $200,000. In connection with
the sale of these securities we agreed that if Emerald exercises the warrant in
full and converts the convertible note in full, then, at Emerald's request, we
will appoint a person designated by Emerald to our Board of Directors and, in
addition, for so long as Emerald holds at least eighty-five percent (85%) of the
common stock issued upon such exercise and conversion, to nominate such person
(or a different person designated by Emerald) to be reelected to the Board of
Directors in connection with any meeting of our stockholders at which directors
are to be elected. We also agreed that within 120 days of the exercise of the
warrant and/or conversion of the note for an aggregate of at least 428,572
shares of common stock (subject to adjustment for dilutive events as set forth
in the warrant and the note) we will register all of the shares issuable upon
conversion of the note and exercise of the warrant under the Securities Act of
1933. Additionally, we granted Emerald rights to have the shares included in
other registration statements we may file for the public offering of our
securities for cash proceeds.

Our principal stockholder, Polystick, entered into a guaranty and a pledge
agreement with Emerald under which Polystick pledged 200,000 shares of our
Series B convertible preferred stock as collateral security for the note.
Polystick also entered into a voting agreement with Emerald under which
Polystick agreed that if we fail to fully and timely fulfill our obligations to
appoint or nominate a representative for election to our board of directors,
then, at Emerald's request, Polystick will vote its shares of Series B
convertible preferred stock in favor of a nominee

                                      F-10
<PAGE>

                           GSV, Inc. and Subsidiaries
                          NOTES TO FINANCIAL STATEMENTS
                                December 31, 2004


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.

5. Stock Option Plan

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

The 1998 Option Plan is summarized as follows:

                                    Shares   Weighted Average Exercise Price
                                    ------   -------------------------------
Outstanding at December 31, 2002    40,000              $ 0.30
Granted                            400,000              $ 0.56
Cancelled                          --                   --
Exercised                          --                   --
                                   -------              ------
Outstanding at December 31, 2003   440,000              $ 0.54
Granted                            --                   --
Cancelled                          --                   --
Exercised                          --                   --
                                   -------              ------
Outstanding at December 31, 2004   440,000              $ 0.54


The options granted prior to 2003 vest one-third annually over three years and
expire five years from the date of grant. The options granted in 2003 vested
immediately and expire five years from the date of grant. At December 31, 2004,
all options are exercisable.

6. General and Administrative Expenses

Supplemental disclosure of General and Administrative Expenses

General and Administrative Expenses for 2004 were $955,500. This number includes
in addition to other expenses depletion of oil and gas reserves of $336,985 and
$129,000 recorded for issuance of conversion rights and warrants connected to
the financing with D. Emerald.

7. Notes Payable

As described in Note 4, at December 31, 2004 the company had outstanding notes
totaling $450,000. Accrued interest at December 31, 2004 totals $26,500. On
March 10, 2005, the company repaid the February note of $25,000 and related
interest of $2,147.95 and negotiated an extension of the maturity of the March
note to September 1, 2005.

8. Leases

The Company leases for its own use office space under a non-cancelable operating
lease expiring April 30, 2005, with an option for a six-month renewal. Future
minimum lease payments on this non-cancelable operating lease for 2004 are
approximately $6,800.

                                      F-11
<PAGE>

                           GSV, Inc. and Subsidiaries
                          NOTES TO FINANCIAL STATEMENTS
                                December 31, 2004

Rent expense for the years ended December 31, 2004 and 2003 was $186,578 and
$194,366 respectively. The number for 2004 includes $164,908 accumulated to
accounts payable but unpaid rent for the offices in Jersey City.

In June 2001, the Company sublet to Nekema.com its former offices in Jersey
City, New Jersey through December 31, 2008. The rent on the sublease was
guaranteed by Lumbermens Mutual Casualty Company, d/b/a Kemper Insurance Company
until May 2003. In September 2002 Nekema ceased business operations and
defaulted on the sublease. Kemper Insurance Company made all payments of rent
due under the sublease from October, 2002 through May 31, 2003, totaling
$133,091. On May 5, 2004 we filed a proof of claim against Nekema's estate in
the United States Bankruptcy Court for the Southern District of New York. The
proof of claim is for the total sum of $421,455.15 as permitted by law. We
cannot assure you that we will be able to collect any of this claim. The Company
is actively seeking a replacement subtenant for the property. If the Company is
unable to find a subtenant, or unable to negotiate a settlement with the
landlord, the Company will be obligated to pay rent on the space until the lease
expires in December 2008. The lease contains automatic increases based upon the
consumer price index. Estimated minimum future lease payments including such
increases are as follows:

               2005                     $172,329
               2006                     $180,084
               2007                     $188,188
               2008                     $196,656
                                        --------

                                        $737,257

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, 2004 are as follows:

Net operating loss carryforwards                          $ 7,301
Less taxable temporary differences related to depletion       (87)
                                                          -------

Net deductible temporary differences                        7,214
Less valuation allowance                                   (7,214)
                                                          -------
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 2004 and 2003, the valuation
allowance increased $181,000 and $250,000.

As of December 31, 2004, the Company has approximately $21,473,000 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 2024.

                                      F-12
<PAGE>

                           GSV, Inc. and Subsidiaries
                          NOTES TO FINANCIAL STATEMENTS
                                December 31, 2004

10. Net Loss Per Common Share

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

<TABLE>
<CAPTION>
                                            2004                                 2003
                            ----------------------------------    ----------------------------------

                               LOSS       SHARES       SHARE        LOSS        SHARES     PER SHARE
                               ----       ------       -----        ----        ------     ---------
<S>                         <C>          <C>         <C>          <C>          <C>         <C>
Loss from continuing
operations                  $(534,709)   7,431,663   $    (.07)   $(721,566)   4,668,929   $    (.15)
Effect of preferred
stock dividends                    --           --          --           --           --          --
                            ---------    ---------   ---------    ---------    ---------   ---------
Net loss available
for common
shareholders                $(534,709)   7,431,663   $    (.07)   $(721,566)   4,668,929        (.15)
                            =========    =========   =========    =========    =========   =========
</TABLE>

11.   Subsequent Events

Subsequent to year end, the Company on March 10, 2005, repaid the February note
and related interest and negotiated an extension of the maturity of the March
note to September 1, 2005.

12.  Recently Issued Accounting Pronouncements

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

In December 2004, the FASB issued SFAS No. 153, "Exchanges of Nonmonetary Assets
- an amendment of APB Opinion No. 29." This Statement eliminates the exception
for nonmonetary exchanges of similar productive assets and replaces it with a
general exception for exchanges of nonmonetary assets that do not have
commercial substance. A nonmonetary exchange has commercial substance if the
future cash flows of the entity are expected to change significantly as a result
of the exchange. This Statement is effective for nonmonetary asset exchanges
occurring in fiscal periods beginning after June 15, 2005. The Company does not
expect application of SFAS No. 153 to have a material affect on its financial
statements.

13. Unaudited Oil and Gas Reserve Quantities

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

The following unaudited reserve estimates were prepared internally, based upon a
study conducted by Pressler Petroleum Consultants, Inc., an independent
engineering company, as of April 1, 2005, and adjusted by the Company for
production through Dec. 31, 2003. 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. Accordingly, these estimates
are expected to change as future information becomes available.

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

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

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, 2003             1,038     101,688

Production                                       (1,380)    (45,965)
Acquisitions
Discoveries
Revisions of previous estimates                   4,015      76,938
                                               --------    --------

Estimated quantity, December 31, 2004             3,673     132,661
                                               ========    ========

                                      F-13
<PAGE>

                           GSV, Inc. and Subsidiaries
                          NOTES TO FINANCIAL STATEMENTS
                                December 31, 2004

Proved developed reserves:

   Oil (BBLS)

December 31, 2003                  1, 038
December 31, 2004                   3,673

    Gas (MCF)

December 31, 2003                 101,688
December 31, 2004                 132,661

Proved undeveloped reserves:

Oil (BBLS)

December 31, 2004                       0


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.

                                              As of Dec. 31,
                                                   2004
                                             ---------------

Future cash inflows                          $     1,244,230
Future development and production costs             (304,272)
                                             ---------------

Future net cash flows                                940,558
10% annual discount for
Estimating timing of cash flows                     (161,604)
                                             ---------------

Standardized measure of
discounted future net cash flows                     778,954
                                             ===============

                                      F-14
<PAGE>

                           GSV, Inc. and Subsidiaries
                          NOTES TO FINANCIAL STATEMENTS
                                December 31, 2004

Changes in Standardized measure are as follows:

Standardized measure of
discounted future net
cash flows, December 31, 2003       $ 502,586

Purchase of reserves in place               0

Changes in price, net of future
production costs                    $  47,588

Changes in estimated future
development costs                   $ 122,334

Changes in estimated quantities     $ 538,038

Changes due to operations:
Production                          ($336,985)
Accretion of discount               ($  6,803)

Other                               ($ 87,804)
                                    ---------

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

                                      F-15
<PAGE>

Exhibit Index

Exhibit No.   Description

  10.16       Letter agreement between GSV, Inc. and Brooks Station Holdings,
              Inc. dated March 10, 2005.
  21.1        List of Subsidiaries
  23.1        Consent of Comiskey & Company, P.C.
  31.1        Section 302 Certification
  32.1        Section 906 Certification
  99.1        Risk Factors