SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                 F O R M 10-KSB
                 [X] ANNUAL REPORT UNDER SECTION l3 OR l5(d) OF
                       THE SECURITIES EXCHANGE ACT OF l934

                   For the fiscal year ended December 31, 2003

                                       OR

                     [ ] 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, CT      06880
               (Address of principal executive offices) (Zip Code)

       Registrant'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, 2003 were $317,522.

The aggregate  market value of our voting common equity  held  by non-affiliates
on March 31, 2004, was approximately $140,239. On such date, the last sale price
of our common stock was $ 0.07 per share.  While such market value  excludes the
market value of shares that may be beneficially  owned by executive officers and
directors,  this should not be construed as indicating that all such persons are
affiliates.

As of March 31, 2004, there were 7,353,408  shares of common stock  outstanding,
excluding 168,600 shares of our common stock held in Treasury.

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, 2003,  these  investments  were valued at
approximately  1.8%  of  the  total  value  of  our  assets.  We  are  presently
investigating  as to 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.  GSV  is  entitled  to  the  first
$4,168,659 of net income in Century Royalty and to 75% of net income thereafter.
We have already received $12,952 of this amount as of the date of this report.

We face  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.

As of December 31, 2003, 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.


                                      -2-
<PAGE>
Wells and acreage: At March 31, 2004, 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 primarily gas producing.  For the year ending
December 31, 2003, the wells  produced 9,310 gross,  260 net barrels of oilat 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. For the period
June 1, 2002 (the  acquisition  date) to December 31, 2002,  the wells  produced
43,000  gross,  862 net barrels of oil at an average price of $27.10 per barrel,
and 1,919,000 mcf gross, 38,000 mcf net natural gas at an average price of $3.60
per mcf. We pay Southwestern  Energy Production Company a monthly fee to support
production costs.

At March 31, 2004, we owned a non-operating working interest in one undeveloped
well on 80 gross (12 net) acres in Texas.

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 did not participate in the drilling of any wells during
fiscal 2003.

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.com  ceased business  operations and defaulted on
the sublease.  Kemper Insurance  Company made all payments of rent due under the
sublease  through May 2003.  We ceased  paying rent  beginning  in July 2003 and
since then have been negotiating  towards a settlement with the landlord.  If we
are unable to negotiate a settlement with the landlord, we will remain obligated
to pay rent on the space  until our lease  expires in December  2008.  The lease
contains  automatic  increases  based upon the consumer  price index.  Estimated
minimum future lease payments, including such increases, aggregate approximately
$902,165.

Item 3. Legal Proceedings.

None

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

None.


                                      -3-
<PAGE>
                                     PART II

Item 5. Market for Registrant's Common Equity and Related Stockholder Matters.

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 each  quarter of 2002 and 2003 and for the
first quarter of 2004 as reported on the OTC Bulletin Board.

<TABLE>
<S>                     <C>      <C>        <C>      <C>       <C>      <C>
Fiscal Year                  2004               2003                2002
                         High    Low        High     Low        High     Low
                        ------  ------     ------   ------     ------   ------
First Quarter           $0.11    $0.07      $0.14    $0.08     $0.30    $0.03
Second Quarter                              $0.21    $0.07     $0.29    $0.10
Third Quarter                               $0.40    $0.10     $0.25    $0.08
Fourth Quarter                              $0.25    $0.08     $0.14    $0.06
</TABLE>

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

As of March 31, 2004, there were 95 holders of record of our common stock.

Equity Compensation Plan Information

The following  table sets forth certain  information at December 31, 2003,  with
respect to our  equity  compensation  plans that  provide  for the  issuance  of
options, warrants or rights to purchase our securities.


<TABLE>
<S>                  <C>                <C>                   <C>
                                                                 Number Of
                                                                Securities
                                                                Remaining
                      Number of                                 Available
                     Securities                                 For Future
                        To Be                                 Issuance Under
                     Issued Upon                               Equity Compen-
                     Exercise of         Weighted-Average       sation Plans
                     Outstanding         Exercise Price of      (excluding
                       Options,         Outstanding Options     securities
                      Warrants,            Warrants and       reflected in the
Plan Category        and Rights             and Rights          first column)


Equity Compensation
Plans Approved by
Security Holders     440,000            $.54 per share            160,000

Equity Compensation
Plans Not Approved by
Security Holders          0                 $0                     14,000
</TABLE>

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


                                      -4-
<PAGE>
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.

We did not sell any of our securities without  registration under the Securities
Act of 1933 during the fourth quarter of 2003.

On February 9, 2004, we borrowed $25,000 from Brooks Station  Holdings,  Inc., a
private investment corporation. 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, 2004 and is secured by a lien on all of our assets.

Neither  we nor any  "affiliated  purchasers,"  as such term is  defined in Rule
10b-18(a)(3) under the Securities Exchange Act of 1934, as amended,  repurchased
any of our equity securities during the fourth quarter of 2003.

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, 2003,  these  investments  were valued at
approximately  1.8%  of  the  total  value  of  our  assets.  We  are  presently
investigating  whether or not there are any  business  prospects  through  which
material value can be realized from 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.

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


                                      -5-
<PAGE>
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 November 1, 2003, 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 the net assets of
GSV, Inc.  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 the entire net assets of GSV, Inc.
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.

Off-Balance Sheet Transactions

In June 2001, we sublet to  Nekema.com  our former  offices in Jersey City,  New
Jersey  through  December 31, 2008.  The rent on the sublease was  guaranteed by
Lumbermens Mutual Casualty Company,  d/b/a Kemper Insurance  Company,  until May
2003. In September 2002 Nekema ceased  business  operations and defaulted on the
sublease.  Kemper  Insurance  Company  made all  payments  of rent due under the
sublease  through May 2003.  We ceased  paying rent  beginning  in July 2003 and
since then have been negotiating  towards a settlement with the landlord.  If we
are unable to negotiate a settlement with the landlord, we will remain obligated
to pay rent on the space  until our lease  expires in December  2008.  The lease
contains  automatic  increases  based upon the consumer  price index.  Estimated
minimum future lease payments, including such increases, aggregate approximately
$902,165.

Results of Operations

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.

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 $721,566 in
the year ended December 31, 2003, or ($0.15) per


                                      -6-
<PAGE>
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 ($0.15) per basic and diluted common
share,  as compared to $908,064,  or ($0.38) per basic and diluted common share,
in the prior year.

Year Ended December 31, 2002 compared to Year Ended December 31, 2001.

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 increased by 178,392,  or 140.2%, to
$305,611 in 2002 from  $127,219 in 2001,  primarily  because of the  addition of
revenues from the interests in the oil and gas wells.

General  and  administrative:  General  and  administrative  expenses  consisted
primarily  of  payroll  and  payroll   related   expenses  for   administrative,
information technology,  accounting, and management personnel, recruiting, legal
fees,  and  general  corporate  expenses.  General and  administrative  expenses
decreased by 45.6%, or $609,011, to $725,333 in the year ended December 31, 2002
from  $1,334,344  in the prior  year.  The  decrease  in 2003 was the  result of
decreased wages and an insurance settlement we received in 2002.

Interest income, net: Interest income decreased by 84.0%, or $71,371, to $13,546
in the year  ended  December  31,  2002,  from  $84,917 in the prior  year.  The
decrease  was  primarily  the  result of a  decrease  in  average  cash and cash
equivalents.

Net Losses: Loss from operations decreased by 64.2%, or $1,545,599,  to $860,064
in the year ended  December  31, 2002,  or ($0.38) per basic and diluted  common
share,  from  $2,405,663  in the prior  year,  or ($1.34)  per basic and diluted
common share.  The decreased  loss was primarily due to the change in operations
and a smaller  writedown  on  investments,  as well as  increased  revenues.  We
invested in two oil and gas wells,  increasing  revenue.  Net loss  available to
common stockholders in the year ended December 31, 2002 was $908,064, or ($0.38)
per basic and diluted common share,  as compared to $2,446,463 or ($1.36) in the
prior year.

Liquidity and Capital Resources

Net cash used in operations increased by 21.8%, or $46,642, from $213,876 in the
year ended  December 31, 2002, to $260,518 in the year ended  December 31, 2003.
The increase was primarily due to higher general and administrative  expenses in
2003. Cash used in operations in 2001 was $1,294,893.

Net cash  provided by investing  activities  during the year ended  December 31,
2003, was $(55,739), as compared to $(475,000) in the prior year.

Net cash  provided by financing  activities  during the year ended  December 31,
2002, was  $(263,801),  as compared to $(25,000) in the prior year. The decrease
was the result of a partial redemption of the preferred stock.

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.

In  connection  with and as a condition  to  consummation  of the merger in July
2003,  was  redeemed  all of  our  existing  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.  The note bears interest
at the rate of 8% per annum and matures on September 1, 2004.

After the year end,  we issued two notes  payable in the amount of $25,000  each
bearing  interest at 8% per annum and due September 1, 2004,  and issued 200,000
restricted   shares  of  common  stock  to  the  lender.  We  are  presently  in
negotiations  for an  additional  infusion of $200,000 to $1,000,000 in debt and
equity  financing but we cannot assure you that we will be able to obtain all or
any of this financing.

We believe that our existing  capital  resources  will enable us to maintain our
operations at existing  levels for at least the next 12 months.  The sufficiency
of  our  capital   resources  is   substantially   dependent   upon  our  future
acquisitions.  Accordingly,  it is  difficult  to  project  our  capital  needs.
However,  we will evaluate potential  acquisitions in terms of our then existing
capital  resources and the availability of additional debt or equity  financing.
There can be no assurance  that any  additional  financing  or other  sources of
capital will be available to us upon acceptable  terms, if at all. The inability
to obtain  additional  financing,  when  needed,  would have a material  adverse
effect on our business, financial condition and operating results.

Forward-Looking Statements:

Some of the  statements  in this  report  are  forward-looking  statements  that
involve  risks  and  uncertainties.  These  forward-looking  statements  include
statements about our plans, objectives, expectations, intentions and assumptions
that are not statements of historical


                                      -7-
<PAGE>
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.

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  disagreement  with our  principal  independent
accountants on accounting and financial disclosure.

Item 8A. Controls and Procedures

Our chief executive  officer and chief financial  officer,  after evaluating the
effectiveness  of our  disclosure  controls and  procedures (as defined in Rules
13a-14(c) and 15d-14(c)  under the Securities  Exchange Act of 1934, as amended)
as of December 31, 2004 (the "Evaluation  Date"),  has concluded that, as of the
Evaluation Date, our disclosure controls and procedures were effective to ensure
the timely collection, evaluation and disclosure of information relating to GSV,
Inc.  that  would  potentially  be subject to  disclosure  under the  Securities
Exchange  Act of 1934,  as amended,  and the rules and  regulations  promulgated
thereunder.  There were no  significant  changes in our internal  controls or in
other factors that could  significantly  affect the internal controls subsequent
to the Evaluation Date.


                                      -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              35      Chairman of the Board

        Gilad Gat               40      Chief Executive Officer, Chief Financial
                                        Officer and Director

        Yoav Bitter             36      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.

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,
2003,  all of the  Reporting  Persons  complied  with their Section 16(a) filing
requirements.

Code of Ethics.

We adopted a code of ethics for our  officers,  directors and employees in April
2004.  We have filed a copy of the code of ethics as Exhibit 14.1 to this annual
report.

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, 2003,
2002 and 2001, by our chief executive  officer and our other executive  officers
whose total compensation exceeded $100,000 ("Named Executive Officers").


                                      -9-
<PAGE>
<TABLE>
<S>             <C>    <C>          <C>       <C>             <C>
                Annual Compensation                    Long-Term Compensation

Name &                                           Other        Securities
Principal                                        Annual        Underlying
Position        Year    Salary      Bonus     Compensation      Options

Gilad Gat(1)    2003   $120,000        -            -           120,000
                2002   $120,000     $ 30,000        -                 -
                2001   $ 93,500        -            -            20,000

Jeffrey
Tauber(2)       2001   $104,167        -       $250,000(2)            -
</TABLE>
(1)  Mr. Gat became  President and Chief  Executive  Officer on May 4, 2001. Mr.
     Gat's annual salary is $120,000.
(2)  Mr. Tauber resigned on May 4, 2001. Mr. Tauber received a severance payment
     of $250,000.


Option Grants in Last Fiscal Year

<TABLE>
<S>                     <C>                    <C>                        <C>                   <C>
                            Number of           % of Total Options
                            Securities             Granted to
                        Underlying Options     Employees in Fiscal        Exercise or Base
Name                        Granted (#)               Year                      Price           Expiration Date
                            -----------               ----                      -----           ---------------

Gilad Gat                     120,000                  100                      $0.60           October 31, 2008
</TABLE>

The options issued to Mr. Gat were exercisable in full upon grant.

Stock Option Exercises and Holdings

Our Named Executive Officers did not exercise any options in 2003. 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,  2003.  At
December 31, 2003, none of our Named Executive  Officers held any "in-the-money"
stock options.


                                         Number of Securities Underlying
                                             Unexercised Options at
                                                December 31, 2003
Name                                       Exercisable/Unexercisable

Gilad Gat                                              140,000/0

Jeffrey S. Tauber                                            0/0


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.

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


                                      -10-
<PAGE>
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. Directors who are
not  employees of GSV, Inc. also receive  annual  compensation  in the amount of
$12,000 for their service as directors.

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.

Item 11. Security Ownership of Certain Beneficial Owners and Management

The  following  table  sets  forth  certain  information  as of March 31,  2004,
regarding the beneficial ownership of our common stock by (i) each person who is
known to us to be the  beneficial  owner of more than five  percent  (5%) of our
common  stock;  (ii) each  director and each  executive  officer;  and (iii) all
current directors and executive  officers as a group.  Information  contained in
this report with regard to stock  ownership  was obtained  from our  stockholder
list,  filings  with  governmental  authorities,  or from the named  individual,
directors and officers.  The persons  identified in the following table disclaim
beneficial ownership of shares owned or held in trust for the benefit of members
of their families or entities with which they may be associated.

                                  Amount and     Percentage of
                                  Nature of      Outstanding
        Name and Address of       Beneficial     Common Stock
        Beneficial Owner (1)      Ownership(2)   Owned (3)


        Yoav Bitter                 140,000(4)        *

        Gilad Gat                   140,000(5)        *

        Sagi Matza                6,970,000(6)       77.7%

        All executive officers
        and directors as a
        group (3 persons)         7,250,000(4)(5)(6) 78.3%

----------------------------

*    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)  Unless otherwise indicated,  we believe that all persons named in the table
     have sole  voting and  investment  power with  respect to all shares of our
     securities beneficially owned by them.
(3)  Each beneficial owner's percentage ownership is determined by assuming:
     (i)  that options, warrants or convertible securities that are held by such
          person  (but  not  those  held  by any  other  person)  and  that  are
          exercisable  within  60 days of the  date of  this  report  have  been
          exercised and converted, and
     (ii) 7,353,408  shares  of  common  stock  were  outstanding,   before  any
          consideration  is  given  to such  options,  warrants  or  convertible
          securities and before any  consideration  is given to shares of common
          stock held in treasury.
(4)  Includes  140,000  shares of common stock issuable upon exercise of options
     owned by Mr. Bitter.
(5)  Includes  140,000  shares of common stock issuable upon exercise of options
     owned by Mr. Gat.
(6)  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.


                                      -11-
<PAGE>
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, 2004,  and is secured by a
lien on all of our assets.

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., 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 an option, including a right of first refusal,
to purchase other oil and gas properties held by Polystick.

Concurrent with the asset purchase agreement,  we signed a management  agreement
with  Polystick  to  assist  us in the  management  of our oil  and gas  working
interests and the development of new oil and gas  activities.  The agreement was
for one year with an annual  consulting  fee of  $150,000,  payable  in  monthly
installments.

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.

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 and Reports on Form 8-K


(a)  Exhibits

Item
No.     Title

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 22, 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-Q 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-K 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).
3.4     Certificate of designations, preferences and rights of Series B


                                      -12-
<PAGE>
        convertible preferred stock of GSV, Inc. (incorporated by reference to
        Exhibit 4.1 of the Company's report on Form 8-K, filed July 22, 2003).
3.5     By-Laws as currently in effect.*
4.1     Specimen of Certificate for Common Stock (Incorporated by reference
        to Exhibit 4.1 to the Company's Registration Statement on Form S-1,
        File No. 333-42707)
4.2     Convertible Stock Purchase Agreement, dated March 1, 2001, by and
        between GSV, Inc. and Brooks Station Holding, Inc. (Incorporated
        by reference to Exhibit 4.1 of the Company's report on Form 8-K
        filed March 6, 2001).
10.1    Form of Officer and Director Indemnification Agreement (Filed as
        Exhibit 10.4 to the Company's Registration Statement on Form S-1,
        effective March 20, 1998, File No. 333-42707).
10.2    1998 Stock Option Plan of the Company (Filed as Exhibit 10.5 to the
        Company's Registration Statement on Form S-1, effective March 20,
        1998, File No. 333-42707).
10.3    1998 Directors' Stock Option Plan (Filed as Exhibit 10.6 to the
        Company's Registration Statement on Form S-1, effective March 20,
        1998, 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-Q 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-K 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    Management Consulting Agreement, dated as of June 1, 2002, by and
        between GSV, Inc. 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).
10.8    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 22, 2003).
10.9    Form of promissory note issued to Brooks Station Holdings, Inc.
        (Incorporated by reference to Exhibit 4.2 of the Company's report on
        Form 8-K, filed July 22, 2003).
10.10   Security Agreement dated as of July 21, 2003, by and 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 22, 2003).
14.1    GSV, Inc. Code of Ethics.*
21      Subsidiaries of the Company.*
23.1    Consent of Comiskey & Company, P.C.*
31      Certification required by Rule 13a-14(a) or 15d-14(a) under the
        Securities Exchange Act of 1934*
32      Certification pursuant to 18 U.S.C. Section 1350*
99.1    Risk factors.*


*    Filed herewith.


                                      -13-
<PAGE>
(b)  Reports on Form 8-K.

On October 2, 2003,  we filed an amendment on Form 8-K/A to a report on Form 8-K
filed in July  2003 in  connection  with the  merger  in  which we  acquired  an
interest  in  Century  Royalty  LLC.  The  amendment  filed on  October 2, 2003,
included the financial statements required by Item 7 of Form 8-K relating to the
merger.

Item 14. Principal Accountant Fees and Services


<TABLE>
        <S>                                                    <C>                        <C>
                                                                  2003                       2002
                                                                  ----                       ----
        Audit Fees(1)                                          $34,749.63                 $22,827.64
        Tax Fees(2)                                             $2,627.5                   $3,722.76
        Audit-Related Fees                                         -0-                        -0-
        All Other Fees                                           -461.5-                   -593.25-
            Total                                              $37,838.63                 $27,143.65

</TABLE>
(1) Represents the aggregate fees billed for professional  services  rendered by
our principal  accountant for the audit of our annual  financial  statements for
the years ended December 31, 2003, and December 31, 2002 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, 2003 and 2002.

(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, 2003 and 2002.

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 audit committee approved all of the
fees referred to in the sections  entitled "Audit Fees,"  "Audit-Related  Fees,"
"Tax Fees" and "All Other Fees" above.


                                      -14-
<PAGE>
                                   SIGNATURES

Pursuant to the  requirements of Section 13 or 15(d) of the Securities  Exchange
Act of 1934,  GSV 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 and President


Date: April 13, 2004

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


/s/Gilad Gat          Chief Executive Officer,               April 13, 2004
    Gilad Gat         Chief Financial Officer and
                      President (Principal Executive
                      Officer, Principal Financial and
                      Accounting Officer)

/s/ Yoav Bitter       Director                               April 13, 2004
     Yoav Bitter

/s/ Sagi Matza        Director                               April 13, 2004
     Sagi Matza


                                      -15-