SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


                                    FORM 8-K

                                 CURRENT REPORT

     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


      Date of Report (Date of earliest event reported): September 20, 2006
                                                        ------------------


                                    GSV, Inc.
                                    ---------
             (Exact name of registrant as specified in its charter)

   Delaware                    0-23901                      13-3979226
   --------                    -------                      ----------
(State or other         (Commission File Number)            (IRS Employer
jurisdiction of                                             Identification No.)
incorporation)



                        191 Post Road, Westport, CT 06880
                        ---------------------------------
               (Address of principal executive offices, zip code)


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


                                       N/A
                                       ---
          (Former name or former address, if changed since last report)

Item 1.01.   Entry into a Material Definitive Agreement.

On September  20, 2006,  GSV, Inc.  ("GSV") and Brooks  Station  Holdings,  Inc.
("Brooks Station") entered into an agreement, dated September 20, 2006, pursuant
to which  Brooks  Station  agreed to extend the  maturity of a  promissory  note
issued by GSV on July 21, 2003 (the "Note")  from  September 1, 2006 to March 1,
2007,  and to waive any claim  against  GSV or its  assets  arising  from  GSV's
failure  to  repay  the  Note on the  original  maturity  date.  The  Note has a
principal  amount of $200,000,  bears  interest at a rate of 8% per annum and is
secured by a lien on all of GSV's assets. GSV had previously paid Brooks Station
$20,000 of the accrued and unpaid interest on the Note.

Forward-Looking Statements
- --------------------------

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

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

and similar expressions. We cannot guarantee our future results,  performance or
achievements.  Our actual results and the timing of corporate  events may differ
significantly from the expectations discussed in the forward-looking statements.
You  are  cautioned  not  to  place  undue  reliance  on  any  forward-  looking
statements.  Potential  risks and  uncertainties  that  could  affect our future
operating  results  include,  but are not  limited  to,  our  limited  operating
history,  history of losses, need to raise additional capital, and the high risk
nature of our  business,  as well as other  risks  described  in our most recent
annual report on Form 10-KSB filed with the Securities and Exchange Commission.


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                                    SIGNATURE


     Pursuant to the  requirements  of the  Securities  Exchange Act of 1934, as
amended,  the  Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.

                                        GSV, INC.
                                        (Registrant)

Dated:  September 21, 2006              By:/s/ Gilad Gat
                                           -------------
                                           Gilad Gat
                                           Chief Executive Officer
                                           (Principal Executive Officer)


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