-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JfHmCe7avCZkyoZGfd1kuGuk8AEE/G5Hcpxf2eusT8dkEMYjul+XgSPH0haKBUYc F5rkwQa8cmcy32Z4b861nQ== 0000908230-07-000045.txt : 20070412 0000908230-07-000045.hdr.sgml : 20070412 20070412171138 ACCESSION NUMBER: 0000908230-07-000045 CONFORMED SUBMISSION TYPE: 10KSB/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20061231 FILED AS OF DATE: 20070412 DATE AS OF CHANGE: 20070412 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GSV INC CENTRAL INDEX KEY: 0001051591 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 133979226 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10KSB/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-23901 FILM NUMBER: 07764114 BUSINESS ADDRESS: STREET 1: 191 POST ROAD WEST CITY: WESTPORT STATE: CT ZIP: 06880 BUSINESS PHONE: 2125323553 MAIL ADDRESS: STREET 1: 191 POST ROAD WEST CITY: WESTPORT STATE: CT ZIP: 06880 FORMER COMPANY: FORMER CONFORMED NAME: CYBERSHOP INTERNATIONAL INC DATE OF NAME CHANGE: 19971217 10KSB/A 1 gsv_10ksba-123106.txt GSV, INC. 123106 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-KSB/A (Amendment No. 1) (Mark One) [X] ANNUAL REPORT UNDER SECTION l3 OR l5(d) OF THE SECURITIES EXCHANGE ACT OF l934 For the fiscal year ended December 31, 2006 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to ------- ------- Commission file number 000-23901 GSV, INC. (Name of small business issuer in its charter) Delaware 13-3979226 (State or other jurisdiction of incorporation or (I.R.S. Employer Identification No.) organization) 191 Post Road West Westport, Connecticut 06880 (Address of principal executive offices) (Zip Code)
Issuer's telephone number: (203) 221-2690 Securities registered under Section 12(b) of the Act: None Securities registered under Section 12(g) of the Act: Common Stock, par value $.001 per share (Title of Class) ---------------- Check whether the issuer is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. | | - Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. X Yes No - --- --- Check if there is no disclosure of delinquent filers pursuant to Item 405 of Regulation S-B contained in this form, and no disclosure will be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-KSB or any amendment to this Form 10-KSB. X --- Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes X No --- --- The issuer's revenues for the year ended December 31, 2006 were $263,867. As of March 16, 2007, the aggregate market value of the voting stock held by non-affiliates, based on the average of the high and the low bid and asked prices reported on such date, was $409,013.57. As of March 16, 2007, there were 7,502,703 shares of the issuer's common stock outstanding, excluding 168,592 shares held in treasury. Transitional Small Business Disclosure Format (check one): Yes X No --- --- The registrant hereby amends its Annual Report on Form 10-KSB for the year ended December 31, 2006 to include Exhibit 31.1, the certification required by Rule 13a-14(a) or Rule 15d-14(a) under the Securities Exchange Act of 1934, which was inadvertently omitted from the report as initially filed. No other information in the Form 10-KSB as initially filed is amended hereby. This Form 10-KSB/A does not reflect events occurring after the date of filing of the Form 10-KSB or update disclosures in that report affected by subsequent events. -2- SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, GSV, Inc. has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. GSV, INC. By: /s/ Gilad Gat ------------- Gilad Gat Chief Executive Officer, President and Chief Financial Officer Date: April 12, 2007 -3- Exhibit Index Exhibit No. Description 31.1 Section 302 Certification EX-31.1 2 gsv_10ksbaexhib311-123106.txt GSV, INC. 123106 Exhibit 31.1 Certification required by Rule 13a-14(a) or Rule 15d-14(a) under the Securities Exchange Act of 1934. I, Gilad Gat, certify that: 1. I have reviewed this Annual Report on Form 10-KSB of GSV, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report; 4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the small business issuer and have: (a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this report is being prepared; (b)[intentionally omitted]; (c)Evaluated the effectiveness of the small business issuer's disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (d)Disclosed in this report any change in the small business issuer's internal control over financial reporting that occurred during the small business issuer's fourth fiscal quarter that has materially affected, or is reasonably likely to materially affect, the small business issuer's internal control over financial reporting; and 5. I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the small business issuer's auditors and to the audit committee of the small business issuer's board of directors (or persons performing the equivalent functions): (a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer's ability to record, process, summarize and report financial information; and (b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer's internal control over financial reporting. Date: March 30, 2007 By:/s/ Gilad Gat ------------- Gilad Gat Chief Executive Officer and Chief Financial Officer -----END PRIVACY-ENHANCED MESSAGE-----