8-K

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20552

                                    FORM 8-K

                                 CURRENT REPORT

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

                                   May 4, 2001
            ---------------------------------------------------------
                Date of Report (Date of earliest event reported)

                                    GSV, Inc.
            ---------------------------------------------------------
             (Exact name of Registrant as specified in its Charter)

           Delaware                      000-23901              13-3979226
       (State or other                  (File No.)            (IRS Employer
jurisdiction of incorporation)                            Identification Number)

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

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

                116 Newark Avenue, Jersey City, New Jersey 07302

            ---------------------------------------------------------
          (Former name or former address, if changed since last Report)



                                    GSV, INC.

                      INFORMATION TO BE INCLUDED IN REPORT

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

Item 4. Changes in Registrant's Certifying Accountant

      On May 7, 2001, GSV, Inc. received notice from its independent
accountants, Arthur Andersen LLP, of Arthur Andersen's resignation from
engagement as GSV's independent public accountants.

      Arthur Andersen's report on GSV's consolidated financial statements for
the fiscal year ended December 31, 2000 contained a modified opinion as to an
uncertainty regarding the Company's ability to continue as a going concern.
Arthur Andersen's report on GSV's consolidated financial statements for the year
ended December 31, 1999 did not contain an adverse opinion or disclaimer of
opinion, and were not qualified or modified as to uncertainty, audit scope or
accounting principles.

      In connection with audits of the two fiscal years ended December 31, 2000,
there were no disagreements between GSV and Arthur Andersen on any matters of
accounting principles or practices, financial statement disclosure, or auditing
scope or procedure, which, if not resolved to the satisfaction of Arthur
Andersen, would have caused it to make a reference to the subject matter of the
disagreements in connection with its reports. During the two most recent fiscal
years, there were no reportable events described under Item 304(a)(1)(iv) of
Regulation S-K.

      On May 9, 2001, Comiskey & Company, P.C. was engaged as GSV's new
independent public accountants.



Item 5. Other Events

      In a press release dated May 8, 2001, GSV announced that, on May 4, 2001,
Gilad Gat was elected as the President and the Chief Executive Officer of GSV,
Inc., replacing Jeffrey S. Tauber who has resigned from these positions. Mr.
Tauber also resigned as a Director of GSV and as its Chairman. GSV additionally
reported the election of Harvey Doliner, a member of its Board of Directors, to
serve as its Chief Financial Officer, and the election of Mr. Gat, Danny Golan
and Yoav Bitter to the Board of Directors. GSV also announced that it has moved
its principal executive offices to 191 Post Road West, Westport, Connecticut
06880, in order to lower its administrative and overhead expenses. GSV is in the
process of seeking to sublease its offices in Jersey City, New Jersey. A copy of
the press release relating to the events in this Item 5 is attached as Exhibit
99.1.

      On May 4, 2001, GSV executed an Employment Agreement with Mr. Gat, setting
forth the terms of his employment with GSV. A copy of the Employment Agreement
is attached as Exhibit 10.1, and is hereby incorporated by reference.

      On May 4, 2001, GSV executed a Severance Agreement and General Release
with Mr. Tauber, setting forth the terms of Mr. Tauber's termination. A copy of
the Severance Agreement and General Release is attached as Exhibit 10.2, and is
hereby incorporated by reference.



Item 7. Financial Statements, Pro Forma Financial Information and Exhibits

(a) Not applicable.

(b) Not applicable.

(c) Exhibits.

10.1  Employment Agreement, dated May 4, 2001, by and between GSV, Inc. and
      Gilad Gat. Severance Agreement and General Release, dated May 4, 2001, by
      and between GSV, Inc and Jeffrey S. Tauber.

10.2  Severance Agreement and General Release, dated May 4, 2001, by and between
      GSV, Inc and Jeffrey S. Tauber.

16.1  Letter of concurrence from Arthur Andersen LLP regarding change in
      certifying accountant.

99.1  Press Release, dated May 9, 2001.



                                   SIGNATURES

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

                                                GSV, Inc.


Date: May 11, 2001                              By: /s/ Gilad Gat
                                                    ----------------------------
                                                    Gilad Gat, President

EX-10.1

Exhibit 10.1

                                    GSV, INC.
                                116 Newark Avenue
                          Jersey City, New Jersey 07302

                                                      May 4, 2001

Mr. Gilad Gat
174A Post Road West
Westport, Connecticut 06880

Dear Mr. Gat:

            On behalf of GSV, Inc. (the "Company"), I am pleased to offer you
the position of President and CEO. This letter confirms certain terms and
conditions of our offer to you. You will become an employee of the Company
effective May 4, 2001 (the "Start Date"). You will be an at-will employee, which
means that both you and the Company will have the right to terminate your
employment at any time, for any reason, with or without cause. You will report
directly to me (or to such other person as I will direct) and you will perform
such duties and exercise such powers and I (or such other person) will direct,
consistent with your position.

            As the President you agree to (i) devote your best efforts and
undivided time, effort and loyalty to the business of the Company; (ii)
discharge all of your duties and responsibilities that are or may be assigned to
you by the Company, conscientiously, in good faith and to the best of your
ability, giving the Company the full benefit of your knowledge, expertise, skill
and judgment; (iii) not engage in any illegal or unethical conduct in the
performance of your duties and responsibilities; and (iv) not engage in any
conduct that creates an actual, potential or apparent conflict between your
personal interests and the Company's interests, or which otherwise may adversely
affect your judgment or ability to act in the Company's best interests.

            Your annual compensation will be $120,000 and will be paid
bi-weekly. All payments will be subject to normal withholdings for applicable
taxes. Your annual compensation will be reviewed periodically by the Company's
Board of Directors (the "Board"). Notwithstanding the fact that both you and the
Company will have the right to terminate your employment at any time, for any
reason, with or without cause, if the Company terminates your employment for
reasons other than for cause, you shall have the right to receive the portion of
your annual salary that may be owed to you but is unpaid as of the date of such
termination, plus an amount equal to your annual salary for a period of one (1)
year after your termination date, payable immediately upon such termination.

            You will be eligible to receive a discretionary bonus. Any such
discretionary bonus will be awarded at the sole discretion of the Company and
will be based upon factors, including your performance, the achievement of
certain milestones and the profitability of the Company.

            Enclosed herewith is a copy of the Company's 1998 Stock Option Plan
(the "Option Plan"). Concurrent with your Start Date, the Board will grant you
stock options (the "Options") under the Option Plan to purchase 20,000 shares of
Common Stock, $.001 par value per share, at $.36 per share. As set forth in the
form of



Share Option Certificate (the "Option Certificate"), your Options will vest
immediately. The terms and conditions governing your ownership and exercise of
the Options are as set forth in the Option Plan and the Option Certificate.

            You will be entitled to and will receive the same benefits,
including, but not limited to, medical coverage, life insurance and vacation as
the Company provides to its other employees employed in comparable capacities.
You will be entitled to reimbursement of documented expenses incurred by you in
the course of your duties hereunder provided such expenses are approved in
accordance with the Company's standard practices for approval of expenses of
employees with comparable responsibilities. In addition, at the request of the
Company, you agree to sign any confidentiality agreement, to the extent that the
Company requires its employees to sign such agreements.

            By signing this Agreement, you represent and warrant to the Company
that you are under no contractual commitments inconsistent with your obligations
to the Company. While you render services to the Company, you will not engage in
any other gainful employment, business or activity without the written consent
of the Company. You also will not assist any person or organization in competing
with the Company, I preparing to compete with the Company or in hiring any
employees of the Company.

            This Agreement will be binding upon and inure to the benefit of any
successor corporation into which or with which the Company may be merged or
consolidated and upon any corporation, firm or person to which the Company may
transfer substantially all of its assets, whether pursuant to sale, exchange,
liquidation or otherwise. You may not assign this Agreement.

            This Agreement contains the entire agreement and understanding of
the parties relating to the matters set forth herein, may not be changed or
terminated, or any provision hereof waived, except by a writing signed by all
parties hereto and will be governed by the laws of the State of New York. All
notices or other communications hereunder will be in writing, sent by registered
or certified mail, postage prepaid, addressed to the parties at their addresses
set forth above and will be deemed given when mailed in accordance herewith.

To indicate your acceptance of our offer, please countersign this letter where
indicated below and return a copy of the same to me.

                                                      Very truly yours,

                                                      GSV, Inc.


                                                      By:___________________

Agreed and Accepted:

- ----------------------
Gilad Gat

EX-10.2

Exhibit 10.2

                     SEVERANCE AGREEMENT AND GENERAL RELEASE

This Severance Agreement and General Release (the "Agreement") confirms the
following understandings and agreements between GSV, INC. ("Employer"), and
JEFFREY S. TAUBER ("Employee") concerning Employee's employment and termination
thereof.

      1. Employment Status:

            (a) Employee's last date of employment will be May __, 2001 (the
"Termination Date").

            (b) Employee will be paid his salary through May __, 2001 in
accordance with normal payroll practices. Employee's health coverage as
currently in effect will be maintained through December 31, 2002. Thereafter,
Employee will be provided an opportunity to continue health coverage for himself
and qualifying dependents under the Employer's group health plan in accordance
with the Consolidated Omnibus Budget Reconciliation Act ("COBRA").

            (c) Except as otherwise set forth in this Agreement, from and after
the Termination Date, Employee shall not be entitled to receive any further
compensation or monies from Employer or to receive any benefits or participate
in any benefit plan or program of Employer, including but not limited to, the
Employer's 401(k) Plan.

      2. Severance: In recognition of the contributions of Employee from the
commencement of the business of Employer through the date hereto Employee has
been granted the severance set forth herein as follows:

            The Employer will pay Employee $250,000, less applicable withholding
taxes. Such payment will be made in a lump-sum in the next payroll period
following the Effective Date (as defined in paragraph 6). The Employer shall
permit Employee continued use of the automobile leased by Employer for Employee
through the balance of the lease term of such automobile. The Employer shall be
responsible for the payment of all amounts due under the automobile lease plus
reimbursement of all operating expenses incurred by Employee in connection with
said automobile. Employee shall return the automobile to the lessor at the end
of the lease term. In addition, Employer shall maintain in effect directors and
officers liability insurance in an amount equal to the current level of such
insurance through December 31, 2002, with such insurance to cover all actions of
Employee through the Effective Date. The Employer will also pay for phone
service and internet connectivity for Employee through December 31, 2001.

      3. (a) Full Release: Except for the obligations of the Employer set forth
in this Agreement, in consideration of the benefits and compensation provided in
paragraph 2 herein, Employee, for himself, his heirs, executors, administrator,
successors, and assigns (hereinafter referred to as the "Releasors") hereby
fully releases and discharges Employer, its officers, directors, employees,
agents, insurers, underwriters, subsidiaries, parents, affiliates, successors or
assigns (all such persons, firms, corporations and entities being deemed
beneficiaries hereof and are referred to herein as the "Releasees") from any and
all actions, causes of action, claims, obligations, costs, losses, liabilities,
damages,



attorneys' fees, and demands of whatsoever character, whether or not known,
suspected or claimed, which the Releasors have, or hereafter may have, against
the Releasees by reason of any matter, fact or cause whatsoever from the
beginning of time to the date of this Agreement, including, without limitation,
all claims arising out of or in any way related to Employee's employment or the
termination of his employment.

            This Agreement of Employee shall be binding on the executors, heirs,
administrators, successors and assigns of Employee and shall inure to the
benefit of the respective executors, heirs, administrators, successors and
assigns of the Releasees.

            (b) For and in consideration of the release set forth in clause (a)
above, Employer, for and on behalf of the Releasees, releases Employee from any
and all actions, causes of action, claims, obligations, costs, losses,
liabilities, damages, attorneys' fees, and demands of whatsoever character,
whether or not known, suspected or claimed, which the Employer has, or hereafter
may have, against Employee by reason of any matter, fact or cause whatsoever
from the beginning of time to the date of this Agreement, including, without
limitation, all claims arising out of or in any way related to Employee's
employment or the termination of his employment.

      4. Confidentiality: Employee agrees that the terms of this Agreement have
been and shall be held strictly confidential by him and his attorneys and
accountants, except as required by law, including federal securities law or by
court order, and that he shall not, and shall instruct his attorneys and
accountants not to disclose any such information, orally or in writing, to
anyone else, including without limitation, any past, present or future employee
or agent of the Employer.

      5. Waiver of Rights Under Other Statutes: Employee understands that his
Agreement includes the waiver of claims and rights Employee may have under other
applicable statutes, including without limitation, Title VII of the Civil Rights
Act of 1964; the Civil Rights Act of 1991; the Employee Retirement Income
Security Act; the Equal Pay Act; the Rehabilitation Act of 1973; the Americans
with Disabilities Act; the Family and Medical Leave Act; the New Jersey Family
Leave Act; the New Jersey Law Against Discrimination; the Fair Labor Standards
Act; the New Jersey Wage and Hour Act; and/or the New Jersey Conscientious
Employee Protection Act, and any and all amendments to any of same.

      6. Waiver of Rights Under the Age Discrimination in Employment Act:
Employee understands that this Agreement, and the release contained herein,
waives claims and rights Employee might have under the Age Discrimination in
Employment Act ("ADEA"). The monies and other benefits offered to Employee in
this Agreement are in addition to any sums or benefits that Employee would be
entitled without signing this Agreement. For a period of seven (7) days
following execution of this Agreement, Employee may revoke the terms of this
Agreement by a written document received by Employer on or before the end of the
seven (7) day period (the "Effective Date"). The Agreement will not be effective
until said revocation period has expired. Employee acknowledges that he has been
given up to twenty-one (21) days to decide whether to sign this Agreement.
Employee has been advised to consult with an attorney prior to executing this
Agreement.

      7. Return of Property: Employee agrees to return to the Employer all
Employer property, including without limitation, computer hardware, software,
credit cards, door and file keys, computer access codes or disks, and other
physical or personal property which Employee received or prepared or helped
prepare in connection with his employment with Employer. Employer recognizes
that Employee states that he has returned all Employer property in his
possession.

      8. No Disparagement:



      (a) Employee agrees that he shall not make, or cause to be made, any
statement or communicate any information (whether oral or written) that
disparages or reflects negatively on Employer. Nothing herein shall preclude
Employee from complying with a subpoena or other lawful process.

      (b) Employer agrees that it shall not make, or cause to be made, any
statement or communicate any information (whether oral or written) that
disparages or reflects negatively on Employee. Employer also agrees that it
shall not interfere with Employee's efforts to obtain subsequent employment.
Nothing herein shall preclude Employer from complying with a subpoena or other
lawful process.

      9. No Suit: Employee represents that he has not filed or permitted to be
filed against the Employer or any of the other Releasees, individually or
collectively, any lawsuits, and he covenants and agrees that he will not do so
at any time hereafter. Employee will not voluntarily participate in any judicial
proceeding against any of the Releasees that in any way involve the allegations
and facts that he could have raised against any of the Releasees in any forum as
of the date hereof. Employee agrees that he will not encourage or cooperate with
any other current or former employee of Employer or any potential plaintiff to
commence any legal action or make any claim against the Employer or against the
Releasees in respect of such persons employment with the Employer or otherwise.

      10. Entire Agreement: Except as otherwise set forth herein, this Agreement
sets forth the entire agreement between the parties relating to the subject
matter hereof. This Agreement may not be changed orally but changed only in a
writing signed by both parties.

      11. Miscellaneous:

      (a) This Agreement shall be governed in all respects by laws of the State
of New Jersey.

      (b) Neither the Employer nor the Employee shall issue a press release
announcing the termination of Employee's employment without the prior approval
of the other party.

      (c) Employer will not interfere in any way with Employee's ability to sell
or otherwise transfer Employee's shares of Employer's stock, except that
Employee agrees that he will not sell any shares owned by him for a period of
six months from the date hereof.

      (d) In the event that any one or more of the provisions of this Agreement
is held to be invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions will not in any way be affected or
impaired thereby. Moreover, if any one or more of the provisions contained in
this Agreement is held to be excessively broad as to duration, scope, activity
or subject, such provisions will be construed by limiting and reducing them so
as to be enforceable to the maximum extent compatible with the applicable law.

      (e) The paragraph headings used in this Agreement are included solely for
convenience and shall not affect or be used in connection with the
interpretation of this Agreement.



      IN WITNESS THEREOF, Employer and Employee have executed this Severance
Agreement and General Release on this 4th day of May, 2001.

                                            GSV, INC.


                                            By:_______________________________

                                            __________________________________
                                                             JEFFREY S. TAUBER

EX-16.1

Exhibit 16.1

                                                                    May 10, 2001

Office of the Chief Accountant
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C.  20549

Dear Sir/Madam:

We have read Item 4 in the Form 8-K dated May 4, 2001 of GSV, Inc. to be filed
with the Securities and Exchange Commission and are in agreement with the first
three paragraphs contained therein.

                                                   With kind regards,


                                                   /s/Arthur Andersen LLP
                                                   -----------------------
                                                   Arthur Andersen LLP
                                                   Roseland, New Jersey

Copy to:
Mr. Gilad Gat - GSV, Inc.

EX-99.1

Exhibit 99.1

GSV Announces New President and Other Administrative Changes

      Business Editors

            WESTPORT, Conn.--(BUSINESS WIRE)--May 9, 2001--GSV, Inc. (NASDAQ:
GSVI), today announced that Gilad Gat has been elected as the President and
Chief Executive Officer of GSV replacing Jeffrey S. Tauber who resigned from
these positions. Mr. Tauber also resigned as a Director of the Company and as
its Chairman. Mr. Tauber stated that he had determined to pursue other business
opportunities and that he was pleased to be able to turn over operations of the
Company to Mr. Gat. Mr. Tauber stated that he believed that Mr. Gat was an ideal
person to lead the Company in the development of its new business model. For his
part, Mr. Gat stated that he believed that the assets of the Company could be
utilized to acquire one or more businesses, which among other things could
employ the net operating losses of the Company and its existing cash and
investment position. Mr. Gat stated that an active search was in progress to
identify one or more opportunities. Mr. Gat further stated that the Board
greatly appreciates the significant efforts and contributions of Mr. Tauber in
the creation and development of the Company during a period of financial market
instability.

            The Company reported that Mr. Gat, Danny Golan and Yoav Bitter had
all been elected to the Board of Directors of the Company. He stated that each
of these three new directors had been designated by Brooks Station Holdings,
Inc., a recent investor in the Company.

            The Company also reported the election of Harvey Doliner, a member
of the Company's Board, to serve as its Chief Financial Officer. Mr. Gat stated
that Mr. Doliner has an outstanding financial background and would be a major
asset to the Company.

            Mr. Gat also announced that the Company has moved its principal
executive offices to 191 Post Road West, Westport, Connecticut 06880, in order
to lower its administrative and overhead expenses. The Company is in the process
of seeking to sublease its offices in Jersey City, New Jersey.

Safe Harbor

            This announcement contains forward-looking statements that involve
risks and uncertainties that include, among others, the Company's limited
operating history, anticipated losses, unpredictability of future revenues,
potential fluctuation in quarterly operating results, seasonality, competition,
risks associated with system development and operating risks, management of
potential growth and risks of new business areas, and strategic alliances.

CONTACT: GSV, Inc., Westport
         Gilad Gat, 203/221-2690