SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549
                               F O R M  10-KSB
           [X]   ANNUAL REPORT PURSUANT TO SECTION l3 OR l5(d) OF
                       THE SECURITIES EXCHANGE ACT OF l934

                For the fiscal year ended December 31, 2001
                                      OR

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

                 For the transition period from      to      .
                        ___________________________

                      Commission file number 000-23901

                                  GSV, INC.

           (Exact name of registrant as specified in its charter)
            Delaware                                  13-3979226
    (State or other jurisdiction of       (I.R.S. Employer Identification No.)
   incorporation or organization)

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

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

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

Securities registered pursuant to 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.

    Yes X     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. 1

    The issuer's revenues for the year ended December 31, 2001 were $127,219.

    The aggregate market value of our voting stock held by non-affiliates on
April 10, 2002, was approximately $120,900.  On such date, the last sale price
of our common stock was $0.16 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 April 10, 2002, there were 1,790,090 shares of common stock
outstanding, excluding 168,600 shares of our common stock held in Treasury.


Transitional Small Business Disclosure Format (check one)

    Yes _    No X


PART I


Item 1.  Description of Business.

    Commencing in June 2001, we changed the direction of our business.  Our
business operations since June include the managing of our existing real
estate activities and the entering into of new business operations through an
acquisition or merger.  We have reviewed a number of opportunities but we
have not yet completed a transaction.  A limiting factor has been the pending
class action litigation brought against us.  This class action lawsuit was
recently dismissed with prejudice subject to the right of appeal by the
plaintiffs.  This right of appeal expires on April 18, 2002.  We believe that
once the litigation is no longer pending, our opportunities for completing
successful business transactions will be greatly enhanced.  However, we
cannot assure you that such business opportunities will be available to us on
acceptable terms, or at all.

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

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

    Prior to February 2000, we were an online consumer and direct response
retailer. In early February 2000, we announced a change in our core strategy
to Internet incubator and investment company and subsequently closed two
operating divisions, Cybershop.com and electronics.net. On August 14, 2000,
we sold our remaining retailing subsidiary, Tools for Living, to the former
owners of Tools for Living.

    Our principal executive offices are located at 191 Post Road West,
Westport, Connecticut 06880.

    As of December 31, 2001, we had two full-time employees (including
management).  Our employees are not represented by any collective bargaining
organization. We have never experienced work stoppage and we consider
relations with our employees to be good.

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 $1,200 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.

Item 3.    Legal Proceedings.

    In March and April 2000, twelve purported class actions entitled Ames
v. Cybershop, Ezeir v. Cybershop, Fuechtman v. Cybershop, Kaufman v.
Cybershop, Goldenberg v. Cybershop, Marino v. Cybershop, Waldarman v.
Cybershop, Page v. Cybershop, Young v. Cybershop, Johnson v. Cybershop,
Hitzing v. Cybershop, and Gerber v. Cybershop were filed in the United States
District Court for the District of New Jersey against the Company and certain
of our current and former officers and directors, and were consolidated under
the caption In re Cybershop Securities Litigation, Civ. No. 00-1993. The
complaints in the consolidated action alleged that defendants violated
Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 by making or
causing the Company to make materially false and misleading statements about
the Company. We are vigorously defending these actions.

    On May 18, 2001, a motion to dismiss was filed on behalf of the Company
and all other defendants, and March 18, 2002, the United States District
Court for the District of New Jersey dismissed, with prejudice, the
consolidated class action complaint.  The plaintiffs have 30 days to appeal
from the decision.  We have not been advised as to whether or not the
plaintiffs plan to appeal from the Court's decision.

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

    None.




PART II

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

Market Information

    Our common stock began trading on The Nasdaq Stock Market (National
Market) on March 23, 1998, under the symbol "CYSP." On November 1, 2000, we
began trading on The Nasdaq SmallCap Market, under the symbol "GSVI."

    In December 2000, we were notified by The Nasdaq SmallCap Market that we
had not maintained the minimum $1.00 per share bid price required for
continued listing on The Nasdaq SmallCap Market. Effective December 13, 2000,
our trading symbol was changed from "GSVI" to "GSVIC," reflecting our failure
to maintain the minimum $1.00 per share bid price required. We were further
notified by The Nasdaq SmallCap Market that if our bid price did not reach a
minimum of $1.00 for ten consecutive trading days prior to March 8, 2001, our
common stock would be delisted from The Nasdaq SmallCap Market. Our common
stock was delisted from The Nasdaq SmallCap Market on March 14, 2001 and is
currently trading on the OTC Bulletin Board under the symbol "GSVI."
    The following table sets forth the range of high and low sales prices
for shares of common stock for each fiscal quarter of 2000 and for the first
quarter of 2001 as reported by Nasdaq and the last three fiscal quarters of
2001 as reported on the OTC Bulletin Board.  All prices listed in the table
reflect the one-for-five reverse split of our common stock effected on August
30, 2000.

Fiscal Year                           2001                2000
                              High          Low    High          Low
                             ------       ------   -----        -----
First Quarter              $1.00         $0.25    $31.5625      $7.8125
Second Quarter             $0.56         $0.25    $ 8.9845      $1.875
Third Quarter              $0.31         $0.15    $ 2.344       $1.09
Fourth Quarter             $0.30         $0.08    $ 1.9688      $0.125
January 1, 2002
through March 31, 2002     $0.30         $0.03

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 April 8, 2002, there were 116 holders of record of our common
stock.

Item 6. Management's Discussion And Analysis Of Financial Condition And
Results Of Operations

Overview

    Commencing in June 2001, we changed the direction of our business.  The
business operations since June include the managing of our existing real
estate activities and the entering into of new business operations through an
acquisition or merger.  We have reviewed a number of opportunities but we
have not yet completed a transaction.  A limiting factor has been the pending
class action litigation brought against the Company.  This class action
lawsuit was recently dismissed with prejudice subject to the right of appeal
by the plaintiffs.  This right of appeal expires on April 18, 2002.  We
believe that once the litigation is no longer pending, our opportunities for
completing successful business transactions will be greatly enhanced.
However, we cannot assure you that such business opportunities will be
available to us on acceptable terms, or at all.

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

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

    Prior to February 2000, we were an online consumer and direct response
retailer. In early February 2000, we announced a change in our core strategy
to Internet incubator and investment company and subsequently closed two
operating divisions, Cybershop.com and electronics.net. On August 14, 2000,
we sold our remaining retailing subsidiary, Tools for Living, to the former
owners of Tools for Living.

Results of Operations
Year Ended December 31, 2001 compared to Year Ended December 31, 2000.

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 43.9%, or $1,042,656 to $1,334,344 in the year ended
December 31, 2001 from $2,377,000 in the prior year. The decrease in the
current period is the result of the scaling back of operations and change in
our management focus.

Interest income, net: Interest income decreased by 66.4%, or $168,083 to
$84,917 in the year ended December 31, 2001 from $253,000 in the prior year.
The decrease is primarily the result of a decrease in average cash and cash
equivalents.

Net Losses: Loss from continuing operations decreased by 33.7%, or $1,221,337,
to $2,405,663 in the year ended December 31, 2001, or ($1.36) per basic and
diluted common share, from $2,377,000 in the prior year, or ($1.78) per basic
and diluted common share. The decreased loss was primarily due to the scaling
back of operations and change in our management focus. Net loss in the year
ended December 31, 2001 was $2,446,463, or ($1.36) per basic and diluted
common share, as compared to $16,128,000 or ($9.47) in the prior year (as
adjusted for a 1 for 5 reverse stock split initiated in August of 2000.) The
net loss in the year ended December 31, 2000 included a $12,501,000 net loss
on disposal of discontinued operations, primarily attributable to the sale of
the Tools for Living Division.

Liquidity and Capital Resources

    Net cash used in operations decreased66.7%, or $2,596,107, from
$3,891,000 in the year ended December 31, 2000 to $1,294,893 in the year
ended December 31, 2001. The decrease is primarily attributed to our
cessation of our Internet retailing activities. The decrease is also
attributed to our efforts in the prior year to settle outstanding accounts
payable and accrued liabilities for discontinued divisions.

    Net cash provided by investing activities during the year ended
December 31, 2001 was $12,100, as compared to $2,032,000 used in the prior
year, which decrease is consistent with the determination of the Board of
Directors in May 2001 to change our operations to active business activities
and the substantial cessation of our investing activities.

    Net cash provided by financing activities during the year ended
December 31, 2001 was $262,136 as compared to ($93,000) used in the prior
year. Sources of cash during the prior period included proceeds from the
exercise of employee stock options offset by the purchase of treasury stock.

    We believe that our existing capital resources will enable it to
maintain our operations at existing levels for at least the next 36 months.
We are, however, currently considering the funding requirements associated
with our business plan, including the need for additional debt and/or equity
financing. Since our current business activities include the managing of our
existing real estate activities and entering into new business operations
through an acquisition or merger, it is difficult to project our capital
needs. However, we will evaluate potential investments in terms of our then
existing capital resources and the availability of additional debt or equity
financing and will ultimately decide on an investment according to the
sufficiency of those resources to fund the potential investment as well as
continuing operating requirements. We cannot assure you that any additional
financing or other sources of capital will be available to us upon acceptable
terms, if at all. The inability to obtain additional financing, when needed,
would have a material adverse effect on our business, financial condition and
operating results, and could significantly slow the pace of development of
our business operations.

Discontinued Operations

    As discussed above, in February 2000 we began the process of
discontinuing our two online retailing divisions, Cybershop.com and
electronics.net. The operations of the Cybershop.com division were
discontinued in February 2000 and in the same month we entered into a letter
of intent to sell electronics.net to two former executives of the Company.
The letter of intent was subsequently terminated, and in May 2000
electronics.net was also discontinued. In August 2000, we sold our remaining
retailing subsidiary, Tools for Living (which we purchased in June 1999) to
two executives of Tools for Living, who were also the former owners of Tools
for Living, for consideration including (i) approximately 896,000 shares of
common stock of the Company, (ii) the purchasers' assumption of the
liabilities of Tools for Living, and (iii) the release of all obligations
owed by us to the former owners including certain obligations under their
respective Employment agreements. This sale substantially completed our
divestiture of our retailing assets.

    As a result, the consolidated financial statements and accompanying
notes reflect Cybershop.com, Electronics.net and Tools for Living as
discontinued operations. The measurement date for the closing of
Cybershop.com was December 31, 1999. An estimated loss on disposal relating
to Cybershop.com of $435,000 was reflected in our consolidated statement of
operations for the year ended December 31, 1999. Actual results for the year
ended December 31, 2000 for Cybershop.com included a loss from discontinued
operations of $10,687,000 and a loss on disposal of assets. This was due
mainly to the write down of goodwill related to the sale of Tools for Living
completed on August 14, 2000.

    During the year ended December 31, 2001, we lost $2,446,463 on
continuing operations. We lost $0 on discontinued operations.

 Forward-Looking Statements:

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

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

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

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

    On May 7, 2001, Arthur Andersen, LLP resigned as our independent
accountants.

    The report of Arthur Andersen, LLP on the financial statements for
the past fiscal year contained no adverse opinion or disclaimer of opinion.
The opinion was modified as to the uncertainty of the Company's ability to
continue as a going concern.  There was no modification as to audit scope
or accounting principles.  In connection with its audits for the past two
fiscal years, there have been no disagreements with Arthur Andersen, LLP
on any matter of accounting principles or practices, financial statement
disclosure, financial or auditing scope or procedure, which disagreements
if not resolved to the satisfaction of Arthur Andersen, LLP would have
caused them to make reference thereto in their report on the consolidated
financial statements for such years.

    We engaged Comiskey & Company, P.C. as our new independent accountants
as of May 9, 2001. The board of directors approved the dismissal and
resignation of Arthur Andersen, LLP and the engagement of Comiskey &
Company, P.C. on May 4, 2001.  During the two most recent fiscal years, we
have not consulted with Comiskey & Company, P.C. regarding either (i) the
application of accounting principles to a specified completed or contemplated
transaction, or the type of audit opinion that might be rendered on our
financial statements and either written or oral advice was provided that was
an important factor considered by the registrant in reaching a decision as to
the accounting, auditing or financial reporting issue; or (ii) any matter that
was the subject of a disagreement or event identified in response to Item
304(a) (1) (iv) of Regulation S-B.




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


Gilad Gat                38        Chairman, Chief Executive Officer
                                   and Director

Yoav Bitter              36        Director

Harvey Doliner           51        Director

Walter M. Epstein        61        Director and Secretary


GILAD GAT has served as President, Chief Executive Officer and Chairman of
the Board of the Company since May 2001.  Mr. Gat is the President and a
director of Brooks Station Holdings, Inc., a private investment corporation.
Since 1996, Mr. Gat has been 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 the Company since May 2001.  Since
December 1999, Mr. Bitter has served as Executive Vice President of Strategic
Business Development of ElephantX Online Securities LLC, an internet
financial services company, which he co-founded.  Prior to founding
ElephantX, Mr. Bitter was a partner 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.

HARVEY DOLINER has served as a director and an audit committee member since
October 2000.  Since 1993, Mr. Doliner has served as president of Action
Leasing and has previously served as a member of the accounting and audit
division of Arthur Andersen & Co., LLP.

WALTER M. EPSTEIN has served as a director, an audit committee member and as
Secretary since October 2000, and has served as general counsel to GSV for more
than three years.  Since May 1998, Mr. Epstein has been a partner at Davis &
Gilbert LLP, a New York law firm.  From January 1994 to May 1998, Mr. Epstein
was a partner at Rubin Baum LLP.  Mr. Epstein has been a practicing attorney
for more than 35 years, specializing in corporate and securities law.  Mr.
Epstein received his JD from Yale Law School in 1965, an LLM in taxation from
New York University in 1967 and his BA from Wesleyan University.

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, 2001, all of the Reporting Persons complied with their Section 16(a) filing
requirements.



Item 10.  Executive Compensation

    The following table sets forth the aggregate compensation paid to or
accrued by us or our subsidiaries during each of the last three fiscal years
reflecting all compensation awarded to, earned by or paid by us to our
current President and Chief Executive Officer, Gilad Gat, Jeffrey S. Tauber,
our former Chief Executive Officer and Kevin Miller, our former President.
Mr. Miller resigned as President of the Company in January 2000. Mr. Tauber
resigned as Chief Executive Officer in May 2001.  Other than Mr. Tauber and
Mr. Gat, no executive officer received an annual base salary and bonus
compensation exceeding $100,000 during the fiscal year ended December 31,
2001 and the most current period.

                Annual Compensation            Long-Term Compensation
                                                                        All
Name &                             Other   Restricted Securities        Other
Principal                         Annual   Stock      Underlying  LT&P  Compen-
Position      Year Salary Bonus Compensation Award    Options    Payout sation

Gilad Gat (1) 2001 $120,000   -      -         -        -           -       -

Jeffrey
Tauber(2)     2001 $104,167   -  $250,000(2)   -        -           -       -
              2000 $250,000   -         -      -        -           -       -
              1999 $250,000   -         -      -        -           -       -


(1) Mr. Gat became President 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

    The following table sets forth, for each of our executive officers and
directors, information regarding individual grants of options made during the
fiscal year ended December 31, 2001.

Individual Grants

        (a)              (b)             (c)              (d)            (e)
                                     % of Total
                                      Options
                                     Granted to       Exercise or
                                    Employees in       Base Price    Expiration
       Name           Granted        Fiscal Year        ($/Sh)         Date

Yoav Bitter            20,000             33%           $0.30         06/20/06
Gilad Gat              20,000             33%           $0.30         06/20/06
Daniel Golan           20,000             33%           $0.30         06/20/06



Stock Option Exercises and Holdings

    Our officers and directors did not exercise any options in 2001.  The
following table sets forth the number of shares of common stock underlying
unexercised options held by our officers and directors as of December 31,
2001.  At December 31, 2001, none of our officers and directors held any "in-
the-money" stock options.




                                                 Number of Securities
                                                Underlying Unexercised
                       Name                            Options at
                                                    December 31, 2001
                                              Exercisable/Unexercisable

                  Yoav Bitter                           20,000/0
                  Harvey Doliner                        50,000/0
                  Walter Epstein                        50,000/0
                  Gilad Gat                             20,000/0


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 the Company, provided however, if he is terminated without cause,
then under his employment agreement, Mr. Gat 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 of the Company under
the GSV, Inc. 1998 Stock Option Plan.  Directors also receive annual
compensation in the amount of $12,000 for their service as directors.


Item 11.  Security Ownership of Certain Beneficial Owners and Management


    The following table sets forth certain information as of April 8, 2002,
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 stockholders' list, filings with governmental authorities,
or from the named individual nominees, directors and officers. The persons
identified in the foregoing 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.


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

Executive Officers and
Directors

Yoav Bitter           20,000          1.1%             *                *

Harvey Doliner        50,000          2.8              *               2.3%

Walter Epstein        50,000          2.8              *               2.3

Gilad Gat             20,000          1.1              *                *


All executive officers
and directors as a
group (4 persons)    140,000          7.8              *              6.4


Beneficial Owners of
in Excess of 5% (other
than directors and
executive officers)

Jane Tauber(4)       377,774         21.0               *             17.5

Jeffrey S. Tauber(5) 377,774         21.0               *             17.5

The Jeffrey S. Tauber
Grantor
 Retained Annuity
Trust                69,460           3.9               *              3.2

The Jane S. Tauber
Grantor
  Retained Annuity
Trust                69,460           3.9               *              3.2

Brooks Station
Holdings, Inc.(6)   426,537          3.5              100%            19.7



* less than 1 percent.
____________________________

(1)    The address of each beneficial owner identified is c/o GSV, Inc.,
191 Post Road West, Westport, Connecticut 06880, except for Walter
Epstein, which is Davis & Gilbert LLP, 1740 Broadway, New York, New
York 10019.
(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 which
are exercisable within 60 days of the date of this report have been
exercised and converted, (ii) 1,796,690 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, (iii) 363,637 shares
of preferred stock were outstanding, before any consideration is given
to such options, warrants or convertible securities, and (iv) 2,160,326
shares of equity securities 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 119,427 shares held directly, 69,460 shares of Common
Stock in name of The Jeffrey S. Tauber Grantor Retained Annuity Trust,
with Kevin S. Miller and Jane S. Tauber as trustees and 188,887 shares
of Common Stock held in the name of Mr. Tauber's wife, Jane, including
69,460 shares held in the name of The Jane S. Tauber Grantor Retained
Annuity Trust, with Kevin S. Miller and Jeffrey S. Tauber as trustees.
Mr. Tauber disclaims beneficial ownership of all of the shares held in
the name of the Jane S. Tauber Grantor Retained Annuity Trust.
(5)    Includes 119,427 shares held directly, 69,460 shares of Common
Stock held in the name of The Jane S. Tauber Grantor Retained Annuity
Trust, with Kevin S. Miller and Jeffrey S. Tauber as trustees, and
188,887 shares of Common Stock held in the name of Jeffrey S. Tauber,
Mrs. Tauber's husband, including 69,460 shares held in the name of The
Jeffrey S. Tauber Grantor Retained Annuity Trust with Kevin S. Miller
and Jane S. Tauber as trustees.
(6)    Includes 62,900 shares of common stock and 363,637 shares of
Series A Convertible Preferred Stock acquired by Brooks Station
Holdings, Inc. in a private placement offering consummated in March
2001.

Item 12.  Certain Relationships and Related Transactions.

    On August 14, 2000, we completed the sale of our retailing subsidiary,
MG Acquisition Corp. (d/b/a Tools for Living), to a new entity formed by two
executives of Tools for Living, Ian S. Phillips and Howard J. Kuntz III, for
consideration including (i) approximately 179,200 post-split shares of our
common stock; (ii) the purchasers' assumption of the Tools for Living
liabilities, and (iii) the release of all obligations owing to the executives
under their respective employment agreements. Mr. Phillips served as a
director of the Company from June 1999 to August 2000 and as Chief Executive
Officer of MG Acquisition Corp. from June 1999 to August 2000. Mr. Kuntz
served as President of MG Acquisition Corp. from June 1999 to August 2000.
Prior to the completion of the sale of Tools for Living, Mr. Phillips and Mr.
Kuntz held 94,000 and 89,155 post-split shares, respectively, of our common
stock, and together were the beneficial owners of 8.6% of our outstanding
common stock.

    Gilad Gat, our President, Chief Executive Officer and Chairman of the
Board, is the President and a director of Brooks Station Holdings, Inc., a
private investment corporation and a beneficial owner of 19.7% of our
outstanding equity securities.


Item 13.  Exhibits And Reports On Form 8-K

Item
No.    Title

2.    Plan of acquisition, reorganization, arrangement, liquidation or
        succession: None

3.    Articles of Incorporation:

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 Registrant's Report on Form 10-Q for the fiscal quarter ended
       June 30, 1999, File No. 000-23901)
3.5   Certificate of Merger of GSV, Inc into Cybershop.com, Inc.
       (Incorporated by reference to Exhibit 3.5 of the Registrant's Form 10-K
       for the year ended December 31, 1999, File No. 000-23901)
3.6   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).

    By-Laws:

3.4   By-Laws as currently in effect (Incorporated by reference to Exhibit
        3.2 to the Company's Registration Statement on Form S-1, File No. 333-
        42707).

4.    Instruments defining the rights of security holders, including
        debentures:

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   Form of Warrant dated September 30, 1999 issued to Strong River
        Investments, Inc. and Montrose Investments L.P. (Incorporated by
        reference to Exhibit 4 D to the Company's Registration Statement on
        Post Effective Amendment on Form S-3, File No. 333-75507).
4.3    Form of Warrant dated September 30, 1999 issued to Strong River
        Investments, Inc. and Montrose Investments L.P. (Incorporated by
        reference to Exhibit 4 E to the Company's 	Registration Statement
        on Post Effective Amendment on Form S-3, File No. 333-75507).
4.4    Form of Warrant dated December 8, 1999 issued to Strong River
        Investments, Inc. and Montrose Investments L.P. (Incorporated by
        reference to Exhibit 4 D to the Company's 	Registration Statement
        on Post Effective Amendment on Form S-3, File No. 333-92861).
4.5    Form of Warrant dated December 8, 1999 issued to Strong River
        Investments, Inc. and Montrose Investments L.P. (Incorporated by
        reference to Exhibit 4 E to the Company's Registration Statement on
        Post Effective Amendment on Form S-3, File No. 333-92861).
4.6    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).

9.    Voting Trust Agreements: None

10.    Material Contracts:

10.1   Stock Purchase Agreement dated March 24, 1999, by and between Edward
        Mufson and Cybershop International, Inc. (Incorporated by reference to
        Exhibit 10.1 of the Registrant's Report on Form 10-Q for the fiscal
        quarter ended March 31, 1999, File No. 000-23901).
10.2   Employment Agreement dated March 24, 1999, by and between Edward Mufson
        and Cybershop International, Inc. (Incorporated by reference to Exhibit
        10.2 of the Registrant's Report on Form 10-Q for the fiscal quarter
        ended March 31, 1999, File No. 000-23901).
10.3   Employment Agreement dated February 7, 1999, by and between Jeffrey
        Leist and Cybershop International, Inc.(Incorporated by reference to
        Exhibit 10.3 of the Registrant's Report on Form 10-Q for the fiscal
        quarter ended March 31, 1999, File No. 000-23901).
10.4   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).
10.5   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).
10.6   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).
10.7   Agreement and Plan of Merger by and among Cybershop International,
        Inc., MG Acquisition Corp., The Magellan Group, Inc., Ian S.
        Phillips and Howard J. Kuntz III dated as of June 1, 1999
        (Incorporated by reference to Exhibit 2.1 of the Registrant's Current
        Report on Form 8-K. File No. 0-23901).
10.8   Employment Agreement dated June 1, 1999, by and between Ian S. Phillips
        and MG Acquisition Corp which is a wholly owned subsidiary of Cybershop
        International, Inc. (Incorporated by reference to Exhibit 10.2 of
        the Registrant's Report on 	Form 10-Q for the fiscal quarter ended
        June 30, 1999, File No. 000-23901).
10.9  Warrant Agreement dated as of March, 1998 between the Company and C.E.
        Unterberg, Towbin and Fahnstock & Co., Inc., including Warrant
        Certificate of the Company (Filed as Exhibit 10.9 to the Company's
        Registration Statement on Form S-1, effective March 20, 1998, File No.
        333-42707).
10.10  Employment Agreement dated June 1, 1999, by and between Howard J. Kuntz
        III and MG Acquisition Corp., a wholly owned subsidiary of Cybershop
        International, Inc. (Incorporated by reference to Exhibit 10.3 of the
        Registrant's Report on Form 10-Q for the fiscal quarter ended September
        30, 1999, File No. 000-23901).
10.11  Securities Purchase 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
        Registrant's Report on Form 10-Q for the fiscal quarter ended September
        30, 1999, File No. 000-23901).
10.12  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
        Registrant's Report on Form 10-Q for the fiscal quarter ended September
        30, 1999, File No. 000-23901).
10.13   Securities Purchase Agreement dated December 8, 1999 among
        Cybershop.com, Inc., Strong River Investments, Inc. and Montrose
        Investments, L.P. (Incorporated by reference to Exhibit 10.13 of the
        Registrant's Form 10-K for the year ended December 31, 1999, File No.
        000-23901).
10.14  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
        Registrant's report on Form 10-K for the year ended December 31, 1999,
        File No. 000-23901).
10.15  General release dated February 14, 2000, by and between Jeffrey
        Leist and Cybershop.com, Inc. (Incorporated by reference to Exhibit
        10.15 of the Registrant's report on Form 10-K for the year ended
        December 31, 1999, File No. 000-23901).
10.16  Modification to Employment Agreement dated February 7, 1999, by
        and between Jeffrey Leist and Cybershop.com, Inc., dated March 29,
        2000 (Incorporated by reference to Exhibit 10.16 of the Registrant's
        report on Form 10-K for the year ended December 31,1999, File No. 000-
        23901).
10.17  Severance Agreement and General release dated January 20, 2000,
        by and between Edward Mufson and Cybershop.com, Inc. (Incorporated by
        reference to Exhibit 10.17 of the Registrant's report on Form 10-K for
        the year ended December 31, 1999, File No. 000-23901).
10.18  Employment Agreement dated February 7, 2000, by and between Kevin
        S. Miller and Cybershop.com, Inc. (Incorporated by reference to Exhibit
        10.18 of the Registrants report on Form 10-K for the year ended
        December 31, 1999, File No 000-23901).
10.19  Agreement dated January 12th, 2000, by and between Tops Appliance
        City, Inc. and Cybershop Holding Corp, which is a wholly owned
        subsidiary of Cybershop.com, Inc. (Incorporated by Reference to
        Exhibit 10.19 of the Registrant's report on Form 10-K for the year
        ended December 31, 1999, File No 000-23901).
10.20  Agreement,dated May 4, 2001, by and between GSV, Inc. and Jeffrey
        S. Tauber (Incorporated by reference to Exhibit 10.2 of the
        Company's report on Form 8-K, filed May 11, 2001).
10.21  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).

99.1    Risk factors.*

* Filed herewith.


    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
        Chairman, Chief Executive
        Officer and President

        Date:  April 15, 2002

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             Chairman, Chief Executive            April 15, 2002
   Gilad Gat             Officer and President (Principal
                         Executive Officer)


/s/ Yoav Bitter          Director                            April 15, 2002
     Yoav Bitter


/s/ Harvey Doliner       Director                            April 15, 2002
    Harvey Doliner


/s/ Walter M. Epstein    Director                            April 15, 2002
    Walter M. Epstein






Item 7:  Financial Statements

                           GSV, INC. AND SUBSIDIARIES
                           INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Report of Independent Public Accountants                                  F-2
Report of Previous Independent Public Accountants                         F-3
Consolidated Balance Sheet as of December 31, 2001                        F-4
Consolidated Statements of Operations for the years
  ended December 31, 2001 and 2000                                        F-5
Consolidated Statements of Changes in Stockholders' Equity
  for the years ended December 31, 2001 and 2000                          F-6
Consolidated Statements of Cash Flows for the years
  ended December 31, 2001 and 2000                                        F-7
Notes to the Consolidated Financial Statements                    F-8 to F-16

                                     F-1



                       REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS


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, 2001, and the related consolidated
statements of operations, changes of stockholders' equity and
cash flows for the year then ended.  These consolidated financial
statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these consolidated
financial statements based on our audit.

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

In our opinion, the consolidated financial statements referred
to above present fairly, in all material respects, the
financial position of GSV, Inc. and Subsidiaries as of December
31, 2001 and the results of its operations and its cash flows
for the year then ended in conformity with accounting principles
generally accepted in the United States of America.


Denver, Colorado
March 27, 2002


                                                /s/ Comiskey & Company
                                              Professional Corporation


                                     F-2


    Report of Previous Independent Public Accountants


To GSV, Inc. (Formerly Cybershop International, Inc. and
Cybershop.com, Inc.):


We have audited the balance sheet of GSV, Inc., a Delaware
corporation, (formerly Cybershop International, Inc. and
Cybershop.com, Inc.) and subsidiaries as of December 31, 2000
and the accompanying consolidated statements of operations,
changes in stockholders' equity and cash flows of for the year
then ended. These consolidated financial statements are the
responsibility of the Company's management. Our responsibility
is to express an opinion on these consolidated financial
statements based on our audit.

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

In our opinion, the consolidated financial statements referred
to above present fairly, in all material respects, the results
of their operations and their cash flows for the year ended
December 31, 2000, of GSV, Inc. and subsidiaries in conformity
with accounting principles generally accepted in the United
States.

The accompanying financial statements have been prepared
assuming that the Company will continue as a going concern. As
discussed in Note 1 to the financial statements, the Company has
suffered recurring losses from operations and has an accumulated
deficit which raises substantial doubt about its ability to
continue as a going concern. Management's plans in regard to
these matters are described in Note 1. The financial statements
do not include any adjustments relating to the recoverability
and classification of asset carrying amounts or the amount and
classification of liabilities that might result should the
Company be unable to continue as a going concern.




/s/ Arthur Andersen, LLP.
Roseland, New Jersey
April 16, 2001


                                     F-3


                           GSV, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEET


                                                     December 31,
                                                          2001
                                                     ------------

         ASSETS
Current Assets:
     Cash and cash equivalents                       $  1,312,343
     Prepaid expenses and other current assets             25,000
                                                     ------------
       Total current assets                             1,337,343

Investments                                               115,000
Property and equipment, net                               344,522
Other assets                                               35,599
                                                      -----------

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

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

       Total liabilities                                   178,625
                                                      ------------

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

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


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

                                     F-4



                           GSV, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS

                                       For the year ended December 31,
                                            2001               2000
                                        --------------       --------------
Sublease income                          $   127,219        $     ---

General and Administrative                 1,334,344          2,377,000
Loss on investments                        1,284,946          1,503,000
                                       -------------       --------------
  Total operating expenses                 2,619,290          3,880,000
                                         -----------       --------------
Loss from continuing operations
  before other income and expense         (2,492,071)        (3,880,000)
Interest income, net                          84,917            253,000
Gain on disposal of property and equipment     1,491              ---
                                       -------------        -------------
Loss from continuing operations           (2,405,663)        (3,627,000)
Discontinued operations:
     Loss from operations                      ---           (1,814,000)
     Loss on disposal                          ---          (10,687,000)
                                        ------------     ----------------
     Total discontinued operations             ---          (12,501,000)
                                        ------------     ----------------
Net loss                                 $(2,405,663)      $(16,128,000)
                                       -------------      --------------
Preferred stock dividends                     40,800              ---
                                        -------------       ------------
Net loss available to common
   shareholders                          $(2,446,463)      $(16,128,000)
                                          ===========       ===========

Basic and diluted net loss per common share:
Loss per common share from
   continuing operations                  $     (1.36)     $    (1.78)
Effect of adjustable common
   stock warrants                                  --           (1.55)
                                          -----------       ------------
Loss per common share from
  continuing operations including
  effect of adjustable common stock
  warrants                                      (1.36)          (3.33)
Loss per common share from
  discontinued operations                         --            (0.89)
Loss per common share from loss on
  disposal of discontinued operations             --            (5.25)
                                         ------------       ------------
Net loss per common share including effect
  of adjustable common stock warrants      $    (1.36)        $   (9.47)
                                              ========          =======
Weighted average common shares
  outstanding,  basic and diluted            1,800,819        2,037,000


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

                                     F-5



                           GSV, INC. AND SUBSIDIARIES
          CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY


                                      Preferred Stock          Common Stock
                                      ---------------          --------------

                                Number of        Par     Number of     Par
                                  Shares        Value      Shares    Value
                               ----------    ----------   --------  --------

Balance at December 31, 1999         --      $      --   2,006,792  $   2,000
 Non-cash compensation expense       --             --          --         --
 Shares purchased as treasury stock  --             --    (289,305)        --
  Exercise of stock options          --             --       8,356         --
  Exercise of stock warrants         --             --     122,697         --
  Net loss                           --             --          --         --
                               ---------     ----------  ----------   -------
Balance at December 31, 2000         --            --    1,848,540      2,000
  Shares purchased as
  treasury stock                     --            --      (58,450)        --
  Retirement of treasury stock       --            --           --      (179)
  Sale of preferred shares        363,637      380,000          --         --
  Correction of rounding             --            --           --        138
  Net loss                           --            --           --         --
                            ------------   ----------   ----------    -------
Balance at December 31, 2001      363,637     $380,000   1,790,090  $   1,959
                                  =======    =========   =========   ========

                                Additional
                                 Paid-In      Treasury    Accumulated
                                 Capital       Stock        Deficit
                                ----------    -----------  -------------

Balance at December 31, 1999   $37,886,000   $       --   ($17,606,000)
  Non-cash compensation expense     35,000           --            --
  Shares purchased as treasury stock   --      (512,000)           --
  Exercise of stock options            --           --             --
  Exercise of stock warrants        87,000          --             --
  Net loss                             --           --     (16,128,000)
                               -----------   ----------   -------------
Balance at December 31, 2000    38,008,000     (512,000)   (33,734,000)
  Shares purchased as treasury stock   --       (47,177)           --
  Retirement of treasury stock         --           179            --
  Correction of rounding             1,029          --          2,312
  Net loss                             --           --     (2,446,463)
       -----------    ---------    -----------
Balance at December 31, 2001   $38,009,029    ($558,998)  ($36,178,151)
                               ===========    ==========  ============


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

                                     F-6




                           GSV, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS


                                              For the year ended December 31,
                                               2001              2000
                                           -----------      ------------
Cash flows from operating activities:
   Net loss                                $(2,446,463)     $(16,128,000)
   Adjustments to reconcile net loss
    to net cash used in operating activities:
     Correction of rounding                      3,122               ---
     Depreciation                             153,928            66,000
     Non-cash compensation expense                 ---            35,000
     Writedown of securities held for sale   1,284,946         1,503,000
     Loss on disposal of discontinued
     operations                                    ---        10,687,000
     Gain on disposal of property and
     equipment                                  (1,491)              ---
   Increase (decrease) in cash from changes in:
     Accounts receivable, net                     ---             23,000
     Prepaid expenses and other current assets  50,943            36,000
     Other assets                               16,755           (31,000)
     Accounts payable and accrued liabilities (406,704)          (40,000)
     Deferred rent                             (41,979)          (42,000)
     Tenant security deposit                    51,250              ---
     Dividends payable                          40,800              ---
                                           -----------      ------------
  Net cash flows from operating activities  (1,294,893)       (3,891,000)
                                           -----------      ------------
Cash flows from investing activities:
     Purchases of property and equipment          ---           (29,000)
     Proceeds from disposal of property
      and equipment                             12,100              ---
     Purchases of investments                     ---         (2,003,000)
                                           -----------      ------------

  Net cash flows from investing activities      12,100        (2,032,000)

Cash flows from financing activities:
     Sale of preferred stock, net of costs      380,000              ---
     Purchase of treasury stock                 (47,177)        (176,000)
     Proceeds from exercise of stock options        ---           87,000
     Payments of capital lease obligations      (70,687)          (4,000)
                                            -----------     ------------

  Net cash from financing activities            262,136          (93,000)

Cash used in discontinued operations              ---           (122,000)
                                              ---------      ------------
               Net decrease in cash          (1,020,657)       (6,138,000)

Cash and cash equivalents, beginning of year  2,333,000         8,471,000
                                            -----------       ------------
Cash and cash equivalents, end of year      $ 1,312,343      $ 2,333,000
                                             ==========      ===========
SUPPLEMENTAL STATEMENT OF CASH FLOW INFORMATION:
Cash paid for interest                      $       ---      $     6,000
                                             ==========      ===========

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

                                     F-7




                           GSV, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. Description of the Business and Basis of Presentation

       Commencing in June 2001, GSV, Inc. and Subsidiaries ("the Company")
changed the direction of its business.  The business operations since June
include the managing of the Company's existing real estate activities and the
entering into of new business operations through an acquisition or merger.
The Company has reviewed a number of opportunities but the Company has not
yet completed a transaction.

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

       Prior to June 2001, the Company had sought to identify and develop
attractive early stage Internet companies in exchange for equity positions
in such companies.  In connection with this activity, the Company made
investments in Fasturn, Inc., Weema Technologies, Inc., Telephone.com, Inc.,
MeetChina.com. Inc., and e-Commerce Solutions, Inc.  The Company has since
made substantial write downs of its investments to more accurately reflect
current market valuations, and the Company's investments do not represent a
significant asset.  As of December 31, 2001, the Company's investments were
valued at approximately 6.3% of the total value of its assets.  The Company
is presently investigating whether or not there are any business
prospects through which material value can be realized from its investments.

       Prior to February 2000, the Company was an online consumer and
direct response retailer.  In early February 2000, the Company
announced a change in its core strategy to Internet incubator and
investment company and subsequently closed two operating divisions,
Cybershop.com and electronics.net.  On August 14, 2000, the Company
sold its remaining retailing subsidiary, Tools for Living, to the
former owners of Tools for Living.

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.


                                          F-8




                           GSV, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

2. Summary of Significant Accounting Policies (continued)

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.

Business Combinations

      The acquisition of Tools for Living had been accounted for under the
purchase method of accounting.  As a result of the sale of Tools for Living,
the results of operations from the date of acquisition are classified in the
accompanying consolidated statements of operations as loss from discontinued
operations.  The excess of the purchase price over the estimated fair value
of net assets acquired is included in the loss on disposal in the
accompanying consolidated statement of operations for the year ended December
31, 2000.

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

      The recognition of advertising costs is in accordance with the
Provisions of the American Institute of Certified Public Accountants
Statement of Position 93-7, Reporting of Advertising Costs.  Advertising
costs other than direct-response are expensed at the time the initial
advertising takes place.Direct-response advertising consists primarily of the
cost of print advertisements placed in national magazines and newspapers
which include unique codes identifying which particular publication and the
individual advertisement.  Direct-response advertising costs are amortized
over the period during which associated net revenues are expected, generally
approximating three months or less.

      Advertising expense was $18,868 and $1,829,000 during the year ended
December 31, 2001 and 2000, respectively.

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.


                                             F-9



                           GSV, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

2. Summary of Significant Accounting Policies (continued)

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 4.

Stock-Based Compensation

     The Financial Accounting Standards Board has issued "Accounting for
Stock-Based Compensation" ("SFAS 123").  SFAS 123 requires that an entity
Account for employee stock-based compensation under a fair value base method.
However, SFAS 123 also allows an entity to continue to measure compensation
cost for employee stock-based compensation using the intrinsic value based
method of accounting prescribed by APB Opinion No. 25, "Accounting for Stock
Issued to Employees" ("Opinion 25").  Entities electing to remain with the
accounting under Opinion 25 are required to make pro forma disclosures of net
loss and loss per share as if the fair value based method of accounting under
SFAS 123 had been applied.  The Company continues to account for employee
stock-based compensation under Opinion 25 and has included, in a note below,
the pro forma disclosures required under SFAS 123.

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, 2001 was
$1,282,624.

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.


                                          F-10




                           GSV, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

3. Discontinued Operations

      The Company's present operations involve acquiring, developing, and
engaging in real estate ownership and management, as well as seeking other
businesses to acquire and operate.  In February 2000, the Company began
the process of discontinuing its two online retailing divisions,
Cybershop.com and electronics.net. The operations of the Cybershop.com
division were discontinued in February 2000 and, in the same month, the
Company entered into a letter of intent to sell electronics.net to two
former executives of the Company. The letter of intent was subsequently
terminated and, in May 2000, electronics.net was also discontinued. In
August 2000, the Company sold its remaining retailing subsidiary, Tools
for Living (purchased by the Company in June 1999) to two executives of
Tools for Living, who were also the former owners of Tools for Living,
for consideration including (i) approximately 896,000 shares of common
stock of GSV, Inc., (ii) the purchasers' assumption of the liabilities of
Tools for Living, and (iii) the release of all obligations owed by the
Company to the former owners including the obligations under their respective
employment agreements. This sale substantially completed the Company's
divestiture of its retailing assets and the transition to its recently
adopted Internet incubator and investment strategy.

      Total losses of $12,501,000 from discontinued operations for the year
ended December 31, 2000 consist of $1,814,000 of operating losses from
disposed subsidiaries and $10,687,000 in disposal costs of electronics.net
and Tools for Living, including a writeoff of goodwill. The measurement
dates for the closing of electronics.net and the sale of Tools for Living
were March 31, 2000 and June 30, 2000, respectively.

4. Investments

        The Company has made investments in five internet companies, which
have been accounted for using the cost method.  During the years ended
December 31, 2001 and 2000, the Company recorded a charge to operations
of $1,284,946 and $1,503,000, respectively, for impairment of these
investments.

5. Stockholders' Equity

      On March 1, 2001, the Company entered into a Convertible Preferred
Stock Purchase Agreement (the "Purchase Agreement") with Brooks Station
Holdings, Inc. ("Brooks Station") for the issuance and sale of its preferred
stock for aggregate consideration of $400,000.  Pursuant to the Purchase
Agreement, the Company sold and issued to Brooks Station a total of 363,637
shares of its Series A Convertible Preferred Stock, $0.001 par value per
share (the "Series A Convertible Preferred"), at a purchase price of $1.10
per share (the "Purchase Price"). Brooks Station has the option to purchase
up to an aggregate of 272,728 additional Preferred Series A shares, at a
purchase price of $1.10 per share, for aggregate consideration of up to
$300,000.


                                    F-11




                           GSV, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

5. Stockholders' Equity (continued)

       The Series A Convertible Preferred is convertible into shares of the
Company's Common Stock, at a conversion price of $1.10 per share, subject
to certain anti-dilution adjustments.  The Preferred Stock carries a
cumulative 12% dividend payable in June and December of each year, and may
participate in common share dividends, if any, on an as-if converted basis.
Liquidation preference is $1.10 per share plus accumulated unpaid dividends.
The shares may be redeemed at the option of the holder, but only upon the
occurrence of certain triggering events, which include bankruptcy, material
judgments and defaults, and suspension of trading of the Company's stock
for more than 20 days (which days need not be consecutive).

       Pursuant to the terms of a private placement of equity securities
of the Company, completed on December 8, 1999, the Company issued 613,486
shares of common stock in February 2000 upon the exercise of common stock
warrants ("adjustable common stock warrants"), at an effective exercise
price of $.001 per share.

6. Stock Option Plan

      Prior to 1998, the Company had issued non-qualified stock options to
officers, employees, and consultants, which are summarized as follows:

                                                                Weighted
                                                                 Average
                                                                Exercise
                                    Shares                      Price
                                 ----------                  -------------

Outstanding at December 31, 1999    21,525                        $14.45
Cancelled                          (14,785)                        16.78
Exercised                           (6,740)                         9.34
                                  ----------               -------------
Outstanding at December 31, 2000        --                     $      --
                                     ======                     ========

      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.


                                    F-12




                           GSV, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

6. Stock Option Plan (continued)

The 1998 Option Plan is summarized as follows:

                                                                 Weighted
                                                                  Average
                                                                  Exercise
                                  Shares                          Price
                                 ----------                  -------------
Outstanding at December 31, 1999   86,644                        $35.60
Granted                           320,000                          9.08
Cancelled                         (47,829)                        35.04
Exercised                          (1,616)                        15.30
                                -----------                  -------------
Outstanding at December 31, 2000  357,199                         12.30
Granted                            60,000                          0.30
Cancelled                        (207,199)                        21.00
Exercised                              --                            --
                               -----------                 -------------
Outstanding at December 31, 2001  210,000                       $   0.30
                                 ========                       ========

       As of December 31, 2001, there were 210,000 options exercisable under
the 1998 Option Plan, and 105,133 options exercisable as of December 31,
2000.  Generally, options vest one-third annually over three years and expire
five years from the date of grant.

       In 1998, the Company adopted the 1998 Directors' Stock Option Plan
(the"Directors' Plan").  Pursuant to the Directors' Plan, 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
options to purchase 600 shares of common stock annually at an exercise price
equal to fair market value on the date of the grant.  The maximum number of
shares of common stock reserved for issuance under the Directors' Plan is
14,000 shares.  During 2001, 1,800 options granted, outstanding, and
exercisable under the Directors' Plan with a weighted average exercise price
of $32.50 were cancelled.  As of December 31, 2001, there were no
options granted and outstanding under the Directors' Plan.  All options
issued under the Directors' Plan vest after the first anniversary of the date
of the grant and expire three years thereafter.

As permitted by SFAS 123, the Company has elected to account for stock-based
compensation using the intrinsic value method.  Accordingly, no compensation
cost has been recognized for stock options granted at or above market value.
Had the fair value method of accounting been applied to all of the Company's
stock option grants, which requires recognition of compensation cost ratably
over the vesting period of the underlying equity  instruments, the net loss
would have been increased by approximately $44,300 or $0.03 per share in 2001
and $935,000 or $0.46 per share in 2000.  This pro forma impact takes into
account options granted since January 1, 1996 and is likely to increase in
future years as additional options are granted and amortized ratably over the
vesting period. The average fair value of options granted during the years
ended December 31, 2001 and 2000 was $0.21 and $8.55, respectively.  The fair
value was estimated using the Black-Scholes option pricing model based on the
following weighted average assumptions:  risk free interest rate of 7.0% in
2001 and 6.5% in 2000, 199% volatility in 2001 and 150% volatility in 2000,
no assumed dividends and an expected life of one year in 2001.


                                    F-13




                           GSV, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

7. Property and Equipment

   Office equipment and software                 $   608,855
   Furniture and fixtures                            127,381
   Leasehold improvement                             355,273
                                                 ------------
                                                   1,091,509
   Less: Accumulated depreciation                   (746,987)
                                                 ------------
                                                 $   344,522
                                                   =========

8. Leases

      The Company leases for its own use office space under a non-cancelable
operating lease expiring April 30, 2002, with an option for a six-month
renewal.  Future minimum lease payments on this non-cancelable operating
lease for 2002 are $5,696.

      Rent expense for the years ended December 31, 2001 and 2000 was
$139,998 and $107,000, respectively.

The Company has sublet to Nekema.com the Company's former office space in
Jersey City, New Jersey under a sublease signed May 21, 2001 and expiring
December 31, 2008, concurrent with the original lease expiration.  Net
revenues under this sublease are as follows:

      For the year ended            Net          Sublease             Lease
       December 31,               Amount          Income             Expense
    ------------------        -------------   --------------     -----------

          2002                $    58,637     $  209,648         $  151,011
          2003                     56,034        213,841            157,807
          2004                     53,210        218,118            164,908
          2005                     50,151        222,480            172,329
          2006                     46,846        226,930            180,084
          2007                     43,281        231,469            188,188
          2008                     26,260        222,917            196,657
                             -------------   -----------        ------------
                               $  334,416     $1,545,403          $1,210,987
                                =========     ==========           =========

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.


                                    F-14




                           GSV, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

9. Income Taxes (continued)
      The tax effects of temporary differences and the net operating loss
carryforwards that give rise to significant portions of the net deferred
income tax asset at December 31, 2001 are as follows:

   Net operating loss carryforwards                    $11,810,000
   Net book value of property and equipment                 29,000
   Investments                                             283,000
                                                      ------------
                                                        12,122,000
   Valuation allowance                                 (12,122,000)
                                                      ------------
                                                       $        --
                                                       ===========

      Due to the uncertain realization of the deferred tax asset, the Company
has provided a full valuation allowance.  As of December 31, 2001, the
Company had net operating loss carryforwards of approximately $30,108,000,
which begin to expire in 2013.


                                    F-15






                           GSV, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

10. Net Loss Per Common Share

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

                  <c>           <c>        <c>     <c>         <c>         <c>
                                         2001                  2000
                             ---------------------------    ---------------------------
                                                    Per                             Per
                            Loss      Shares       Share    Loss      Shares      Share
                            ----------------------------    ---------------------------

Loss from continuing
operations            $(2,446,463) 1,800,819  $(1.36)  $(3,627,000)  2,037,000  $(1.78)
Effect of adjustable common
stock warrants              ---        ---     ---      (3,163,000)     ---      (1.55)
                      -----------  --------   ------    -----------  ---------   ------
Loss from continuing
operations including effect
of adjustable common stock
warrants               (2,446,463) 1,800,819   (1.36)    (6,790,000) 2,037,000   (3.33)
Loss from discontinued
operations                  ---         ---     ---      (1,814,000)    ---      (0.89)
Estimated loss on disposal
of discontinued operations  ---         ---     ---      (10,687,000)   ---      (5.25)
                    ------------ ----------  --------    -----------  -------  --------
Net loss including effect of
adjustable common stock
warrants              $ (2,446,463) 1,800,819  $(1.36) $(19,291,000) 2,037,000  $(9.47)
                            ============  ==========   =========  ============  ========
</table>

      In calculating the effect on the basic and diluted net loss per common
share calculation, of the common stock issued as a result of the adjustable
common stock warrants exercised by the parties to the December 8, 1999
private placement, the market value of the Company's common stock on the day
before the stock was issued, $5.16, was multiplied by the number of common
shares issued upon exercise of these warrants, resulting in a valuation for
loss per common share purposes of $3,163,000.


                                    F-16


Exhibit 99.1

RISK FACTORS

We have a history of operating losses.

    We have incurred operating losses of $2,446,463 and $16,128,000 for the
fiscal years ended December 31, 2001 and 2000, respectively. Our revenues may
not continue to grow or even sustain current levels.  Our ability to achieve
profitability depends primarily upon our ability to successfully manage our
existing real estate activities and to identify and successfully complete our
entry into new business operations through an acquisition or merger.  In view
of the rapidly evolving nature of our business and our limited operating
history, we believe that period-to-period comparisons of our operating
results are not necessarily meaningful and should not be relied upon as an
indication of our future performance.

Our business and prospects are difficult to evaluate because our business
model is changing and evolving.

    It is difficult to evaluate our business operations and our prospects
because of the pace of change in our business.  Although we were incorporated
in December 1994 and commenced our operations in September 1995 as an online
retailer, we discontinued our online retailing activities in 2000.  Since
June 2001, our business operations have included the managing of our existing
real estate activities and the entering into of new business operations
through an acquisition or merger.  Accordingly, our current business model is
still new and evolving and our future results are difficult to predict.  We
may not be able to successfully implement our business plan or adapt it to
changes in the market.  If we are not able to do so, our business, results of
operations, and financial condition will be adversely affected.

We may not be able to successfully enter into new business operations through
an acquisition or merger.

    Our future operating results depend on our ability to identify new
business opportunities and to successfully negotiate the terms of any
acquisition or merger into which may we enter.  We continuously seek to
identify opportunities suitable for our business strategy.  Our management
may fail to properly identify partner companies in which to acquire, merger,
or divest our interests or to effectively complete such transactions.  In
addition, we believe that a limiting factor towards our transition into new
business ventures has been the pending class action litigation brought
against the Company.  This class action lawsuit was recently dismissed with
prejudice subject to the plaintiffs' right of appeal prior to April 18, 2002.
If the pending class action litigation continues, we believe that our ability
to successfully enter into new business ventures will be materially adversely
affected.

We may need additional capital to fund our operations, and we may not be able
to obtain it on terms acceptable to us or at all.

    We believe that our existing capital resources will enable us to
maintain our current operations through March 31, 2005.  However, we may
require additional funds during or after that period.  In particular, we
would be required to secure additional sources of capital to continue
operating at our current level or curtail our current operations if we do not
achieve the results of operations that we expect as a result of lower than
expected revenues, higher than expected expenses, or other possible adverse
developments.  In addition, if we expand our existing business plan to focus
on growth in international markets, make acquisitions of businesses or
technologies, or modify our business plan in other ways, we would likely
require additional funding. If we require additional financing for any
reason, we cannot assure you that such additional financing will be available
to us on acceptable terms, or at all.  In the event we are unable to raise
additional capital, we may be required to substantially reduce or curtail
operations. Further, if we raise additional funds through the issuance of
additional equity securities, the percentage ownership of our shareholders
will be diluted. Any new equity securities may have rights, preferences, or
privileges senior to those of our common stock.

Trading in our common stock on the OTC Bulletin Board may be limited.

    Our common stock is traded on the OTC Bulletin Board.  The OTC Bulletin
Board is not an exchange and, because trading of securities on the OTC
Bulletin Board is often more sporadic than the trading of securities listed
on an exchange or Nasdaq, you may have difficulty reselling your securities.

Our common stock is subject to penny stock regulation.

    Our common stock is subject to regulations of the Securities and
Exchange Commission relating to the market for penny stocks.  These
regulations generally require that a disclosure schedule explaining the penny
stock market and the risks associated with the penny stock market be
delivered to purchasers of penny stocks and impose various sales practice
requirements on broker-dealers who sell penny stocks to persons other than
established customers and accredited investors.  The regulations applicable
to penny stocks may severely limit the market liquidity for our securities
and could reduce your ability to sell your securities in the market.