8-K

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): October 17, 2008

GSV, Inc.

(Exact name of registrant as specified in its charter)

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

191 Post Road, Westport, CT	06880
(Address of Principal Executive Offices)	(Zip Code)

(203) 221-2690

(Registrant's Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12(b))

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01.Entry into a Material Definitive Agreement.

On October 17, 2008, GSV, Inc. (“GSV”) and Brooks Station Holdings, Inc. (“Brooks Station”) entered into an agreement dated October 17, 2008 (the “Waiver and Extension Agreement”), pursuant to which GSV and Brooks Station agreed to amend and restate the terms of an 8% promissory note in the principal amount of $160,000 (the “Original Note”) in the form of a substitute note (the “Substitute Note”) dated as of September 1, 2008. Pursuant to the Waiver and Extension Agreement, Brooks Station agreed to extend the maturity date of the Original Note from September 1, 2008, to March 1, 2009, and to waive any claim against GSV or its assets arising from GSV’s failure to repay the Original Note on the maturity date. The Original Note was issued on July 21, 2003, and had previously been amended by agreements dated August 31, 2007 and March 11, 2008 between the parties. Also, pursuant to the Waiver and Extension Agreement, GSV and Brooks Station agreed to amend a security agreement between them to provide that Brooks Station’s security interest in GSV’s assets would continue to support GSV’s obligations under the Substitute Note.

Contemporaneously with the execution of the Waiver and Extension Agreement, GSV paid Brooks Station $10,000 of the principal balance of the Original Note, thus reducing the outstanding principal balance of the Substitute Note to $150,000. As of September 1, 2008, the accrued and unpaid interest of the Substitute Note was $28,933.33. The Substitute Note provides that upon the occurrence of an event of default, all amounts remaining unpaid on the Substitute Note shall become immediately due and payable. Events of default include GSV’s application for appointment of a receiver, GSV’s admission in writing of its inability to pay its debts as they become due, GSV’s making of a general assignment for the benefit of creditors, the filing against GSV of an involuntary petition in bankruptcy or other insolvency proceeding, or a petition or an answer seeking reorganization or an arrangement with creditors, the filing by GSV of an application for judicial dissolution or the entry of an order, judgment or decree by any court of competent jurisdiction, approving a petition seeking reorganization of GSV or all or a substantial part of the properties or assets of GSV or appointing a receiver, trustee or liquidator for GSV.

Item 9.01 Financial Statements and Exhibits

(d)Exhibits

10.1	Agreement dated October 17, 2008, between GSV, Inc. and Brooks Station Holdings, Inc.
10.2	Second Amended and Restated Promissory Note, dated as of September 1, 2008, between GSV, Inc. and Brooks Station Holdings, Inc.

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: October 20, 2008	By:	/s/ Gilad Gat
		Gilad Gat
		Chief Executive Officer
		(Principal Executive Officer)

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EX-10.1

GSV, INC.

191 Post Road

Westport, Connecticut 06880

     October 17, 2008

Brooks Station Holdings, Inc.

c/o Cavallo Capital Corp.

660 Madison Avenue

New York, New York 10021

Re: Waiver of Default and Amendment of Promissory Note and Security Agreement

Dear Sirs:

Brooks Station Holdings, Inc. (“Brooks Station”) holds an Amended and Restated Promissory Note issued by GSV, Inc. (the “Company”) dated March 11, 2008, as amended, in the principal amount of $160,000 (the “Note”). The Note bears interest at the rate of 8% per annum and is secured by a first priority security interest in all assets of the Company pursuant to a Security Agreement between the Company and Brooks Station dated as of July 21, 2003. By agreement dated March 11, 2008, the Note was amended to extend its maturity date to September 1, 2008 (the “Old Maturity Date”).

Contemporaneously with the execution of this letter agreement, the Company is paying Brooks Station $10,000.00, all of which is to be applied against the principal balance of the Note. Brooks Station hereby acknowledges receipt of such payment. As of September 1, 2008, there was $28,933.33 of accrued and unpaid interest on the Note.

Brooks Station and the Company now wish to amend and restate the Note to (i) reduce the principal amount of the Note to one hundred fifty thousand dollars ($150,000) and (ii) extend the maturity date of the Note to March 1, 2009, all as set forth in the form of the Second Amended and Restated Promissory Note in the form of Exhibit A hereto (the “New Note”).

Now therefore, the parties hereto hereby agree that:

1.Amendment of Promissory Note. The Note is hereby amended and restated as set forth in the New Note, which New Note shall in all respects replace and supersede the existing terms and conditions of the Note and shall be executed and delivered by the Company to Brooks Station contemporaneously with this letter agreement.

2.Waiver of Default. Brooks Station hereby waives any claim against the Company or its assets arising from the Company’s failure to pay the principal and accrued interest on the Note on the Old Maturity Date or thereafter through the date of this letter agreement.

Brooks Station Holdings, Inc.

October 17, 2008

Page 2

3.Amendment of Security Agreement. Brooks Station and the Company hereby agree that each reference to the Promissory Note (the “Original Note”) in the Security Agreement between Brooks Station and the Company dated as of July 21, 2003 (the “Security Agreement”) shall be deemed to be a reference to the New Note, as defined in this letter agreement, and that the first priority security interest of Brooks Station in the assets of the Company created by the Security Agreement shall be uninterrupted by the substitution of the Note for the Original Note and the New Note for the Note.

4.Miscellaneous.

(i)Except as herein amended, the Note and the Security Agreement shall each remain in full force and effect. This letter agreement may not be amended, revised, terminated or waived except by an instrument in writing signed and delivered by the party to be charged therewith.

(ii)This letter agreement shall be binding upon and inure to the benefit of the successors and assigns of the respective parties hereto.

(iii)This letter agreement shall be construed and governed by the laws of the State of New York, applicable to agreements made and to be performed entirely therein.

If you are in agreement with the foregoing, please sign below and return the original to the Company, keeping a copy for your files.

Sincerely,
GSV, INC.
By:	/s/ Gilad Gat
	Name: Gilad Gat
	Title:   Chief Executive Officer and President

Acknowledged and agreed:

BROOKS STATION HOLDINGS, INC.

By: /s/ Idan Moskovich                           

Name: Idan Moskovich

Title:   President

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Exhibit A

SECOND AMENDED AND RESTATED

PROMISSORY NOTE

(See Exhibit 10.2)

EX-10.2

SECOND AMENDED AND RESTATED

PROMISSORY NOTE

As of September 1, 2008

FOR VALUE RECEIVED, GSV, Inc., a Delaware corporation with corporate offices located at 191 Post Road, Westport, Connecticut 06880 ("Payor"), hereby unconditionally promises to pay, in lawful money of the United States and in immediately available funds, to the order of Brooks Station Holdings, Inc., a Delaware corporation with corporate offices located at c/o Cavallo Capital Corp., 660 Madison Avenue, New York, New York 10021 ("Payee"), at said address or at such other address as Payee may from time to time designate, the principal sum of ONE HUNDRED FIFTY THOUSAND DOLLARS ($150,000) pursuant to the terms and conditions contained below. Interest shall accrue on the outstanding principal amount hereof at a rate equal to 8%. All computations of interest shall be made on the basis of a 365-day year. Such accrued interest shall be payable on an annual basis, and at such other times as any principal amount is paid.

1. The principal amount of this Note, together with any unpaid accrued interest thereon, shall be due and payable on March 1, 2009.

2. Payor shall have the right to prepay the principal sum, in whole or in part, at any time without penalty or notice.

3. Payment of this Note by the Payor is secured pursuant to a security agreement (the "Security Agreement") executed by the Payor in favor of the Payee.

4. Upon the occurrence and continuance of any one or more of the following events of default, all amounts then remaining unpaid on this Note shall become immediately due and payable: (a) Payor shall (i) apply for or consent to the appointment of a receiver, (ii) admit in writing its inability to pay its debts as they become due, (iii) make a general assignment for the benefit of creditors, (iv) have filed against it an involuntary petition in bankruptcy or other insolvency proceeding that is not stayed or dismissed within sixty (60) days, (v) file a voluntary petition in bankruptcy or other insolvency proceeding, or a petition or an answer seeking reorganization, or an arrangement with creditors or (vi) file an application for judicial dissolution; or (b) an order, judgment or decree shall be entered against Payor by any court of competent jurisdiction, approving a petition seeking reorganization of Payor or all or a substantial part of the properties or assets of Payor or appointing a receiver, trustee or liquidator for Payor.

5. Payor further agrees to pay all expenses, including reasonable attorneys' fees and legal expenses, incurred by Payee in endeavoring to collect any amounts payable hereunder that are not paid when due upon maturity or an event of default as set forth in paragraph 4 above.

6. This Note may not be changed or discharged orally, but only by an agreement in writing signed by the party against whom enforcement of any such change or discharge is sought.

7. Presentment for payment, notice of dishonor, protest and notice of protest are hereby waived.

8. Any demand, notice or other communication to be given hereunder shall be in writing and personally delivered, sent by courier guaranteeing overnight delivery or sent by registered or certified mail, return receipt requested, postage prepaid to the parties hereto at the addresses set forth above, or as to any party, to such other address as shall be designated by such party in a notice to the other parties. All such demands, notices and other communications shall be deemed duly given upon receipt.

9. This Note shall be governed by, enforced under, and construed according to the laws of the State of New York, without regard to principles of conflicts of laws.

10. This Note is an amendment and restatement of the Amended and Restated Promissory Note dated March 11, 2008 issued by the Payor to the Payee and shall in all respects substitute for such note. As of September 1, 2008 the accrued and unpaid interest on this Note is $28,933.33.

* * * * * * *

IN WITNESS WHEREOF, this Note has been executed and delivered as of the day and year first above written by the duly authorized representatives of the Payor and the Payee.

GSV, Inc.

By: /s/ Gilad Gat                               

        Name: Gilad Gat

        Title:   Chief Executive Officer

Accepted and Agreed:

Brooks Station Holdings, Inc.

By: /s/ Idan Moskovich                  

        Name: Idan Moskovich

        Title:   President