UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB

                                   (MARK ONE)

[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
                                      1934

                  For the quarterly period ended July 31, 2003.

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

              For the transition period from _________ to ________

                         COMMISSION FILE NUMBER: 0-31229

                            GSI TECHNOLOGIES USA INC.

        (Exact name of small business issuer as specified in its charter)


                 Delaware                                65-0902449
       ------------------------------       ------------------------------------
     (State or other jurisdiction of        (I.R.S. Employer Identification No.)
      incorporation or organization)



        400 St Jacques West, Suite 500, Montreal, Quebec H2Y 1S1, Canada
        ----------------------------------------------------------------
                    (Address of principal executive offices)

                                 (514) 282-9292
                                 --------------
                (Issuer's Telephone Number, including Area Code)

Check whether the issuer (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act of 1934 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[ ]

As of September 22nd, 2003, there were 43,827,823 shares of the issuer's $.001
par value common stock issued and outstanding.

Transitional Small Business Disclosure Format (Check one): Yes [ ] No[X]


<PAGE>
<TABLE>
<CAPTION>
                                       INDEX TO FORM 10-QSB
                                       --------------------
                               FOR THE QUARTER ENDED JULY 31, 2003
                         -------------------------------------------------


                                                                                     Page
PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS (UNAUDITED)
<S>                                                                                  <C>
Balance Sheet as of July 31, 2003                                                       3

Statement of Operations for the Three and Nine Months ended July 31, 2003 and 2002      4

Statements of Cash Flows for the Nine Months ended July 31, 2003 and 2002               5

Notes to Financial Statements for the Nine Months Ended July 31, 2003.                  6

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS                                         7-10

PART II. OTHER INFORMATION

Item 1. Legal Proceedings                                                              10

Item 2. Changes in Securities                                                          10

Item 3. Defaults Upon Senior Securities                                                10

Item 4. Submission of Matters to a Vote of Security Holders                            10

Item 5. Other Information                                                              11

Item 6. Exhibits and Reports on Form 8-K                                               11

Certifications                                                                         12

Signature                                                                              13

Exhibit 99.1                                                                           14
</TABLE>


                                        2
<PAGE>
<TABLE>
<CAPTION>
                           GSI TECHNOLOGIES USA, INC.
                      (A COMPANY IN THE DEVELOPMENT STAGE)
                                  BALANCE SHEET
                                AT JULY 31, 2003
                                   (UNAUDITED)


                                      ASSETS
                                      ------
<S>                                                            <C>
Current Assets
  Cash and cash equivalents                                    $       707
  Receivables, net                                                 103,913
                                                               ------------

    Total current assets                                           104,620
Property and equipment, net                                         77,618
Other assets                                                         2,570
                                                               ------------

    TOTAL ASSETS                                                   184,808
                                                               ============




                 LIABILITIES AND STOCKHOLDERS' EQUITY
                 ------------------------------------

Current Liabilities
  Accounts payable and accrued expenses                            241,959
  Notes Payable                                                    300,000
                                                               ------------

    Total current liabilities                                      541,959

Stockholder's Equity
  Common Stock, class A, $1.00 par value; authorized                     -
    5,000,000 shares; issued and outstanding none
  Common Stock, class B, $.001 par value; authorized                43,828
    55,000,000 shares; issued and outstanding - 43,827,823
  Paid in Capital                                                6,547,021
  Accumulated deficit                                           (6,923,923)
  Accumulated other comprehensive income                           (24,077)
                                                               ------------

    Total Shareholder's Equity                                    (357,151)

     TOTAL LIABILITIES AND SHAREHOLDER'S EQUITY                $   184,808
                                                               ============
</TABLE>

    Read the accompanying summary of significant accounting notes to Financial
       statements, which are an integral part of this financial statement.


                                        3
<PAGE>
<TABLE>
<CAPTION>
                                         GSI TECHNOLOGIES USA INC
                                   (A COMPANY IN THE DEVELOPMENT STAGE)
                                          STATEMENT OF OPERATIONS
                     FOR THE THREE MONTHS AND NINE MONTHS ENDED JULY 31, 2003 AND 2002
                                                (UNAUDITED)


                                                           Three months                 Nine months
                                                           ended July 31,              ended July 31,
                                                     ------------------------------------------------------
                                                         2003          2002          2003          2002
                                                     ------------  ------------  ------------  ------------
<S>                                                  <C>           <C>           <C>           <C>
Revenues                                             $         -   $         -   $    15,000   $    23,750

Cost of Sales                                                  -             -             -        10,634
                                                     ------------  ------------  ------------  ------------

Gross Profit                                                   -             -        15,000        13,116

Operating Expenses:
       Marketing                                          78,359             -       111,662        24,412
       Salaries and related costs                              -             -             -        38,996
       Rent                                               31,104             -        61,491        51,426
       Software costs                                    153,641             -       273,714
       Professional fees                                  25,100             -        80,467         9,029
       Consulting                                        112,087             -       224,505             -
       Depreciation                                        2,011           973         6,034         2,920
       Amortization                                        2,252        23,845        30,495        71,537
       Loss on licensing agreement write off                   -             -       164,872             -
       Other selling, general and administrative          72,324         1,556       137,513        48,930
                                                     ------------  ------------  ------------  ------------
          Total operating expenses                       476,878        26,374     1,090,754       247,250

          Loss before other income (expense)            (476,878)      (26,374)   (1,075,754)     (234,133)

Other income (expense):
       Interest income (principally related party)
       Interest expense (principally related party)      (50,000)       (8,863)     (121,968)      (17,622)
       Foreign exchange gain/(loss)                                          -                     (15,960)
       Equity in net earnings (loss) of affiliates             -             -             -             -
                                                     ------------  ------------  ------------  ------------
          Total other income (expense)                   (50,000)       (8,863)     (121,968)      (33,582)

                                                     ------------  ------------  ------------  ------------
Net Loss                                                (526,878)      (35,237)   (1,197,721)     (267,715)
                                                     ============  ============  ============  ============

Basic weighted average common shares outstanding      35,317,110    25,802,134    30,102,012    22,869,528
                                                     ============  ============  ============  ============

Basic and diluted Loss per common share              $     (0.01)  $     (0.00)  $     (0.04)  $     (0.01)
                                                     ============  ============  ============  ============
</TABLE>

    Read the accompanying summary of significant accounting notes to Financial
       statements, which are an integral part of this financial statement


                                        4
<PAGE>
<TABLE>
<CAPTION>
                           GSI TECHNOLOGIES USA, INC.
                      (A COMPANY IN THE DEVELOPMENT STAGE)
                            STATEMENT OF CASH FLOWS
                FOR THE NINE MONTHS ENDED JULY 31, 2003 AND 2002
                                  (UNAUDITED)

                                                           For the nine months
                                                              ended July 31,
                                                         ------------------------
                                                             2003         2002
                                                         ------------  ----------
<S>                                                      <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES:

Net Income (Loss)                                        $(1,197,721)  $(267,715)
Adjustments to reconcile net income (loss) to net cash
 used in operating activities:
  Depreciation and amortization                               36,529      74,457
  Issuance of stock for contract settlement                               38,996
  Issuance of stock for interest/penalty                     100,000           -
  Accrued Interest Expense                                                12,179
  Loss on licensing agreement write off                      164,872           -

Changes in Operating assets and liabilities:
  Receivables and other current assets                      (103,913)     (4,871)
  Other assets                                                (2,570)
Accounts Payable and Accrued Liabilities                     165,737     140,937
                                                         ------------  ----------

Net cash provided by/(used in) operating activities         (837,065)     (6,019)

CASH FLOWS FROM INVESTING ACTIVITIES:

Net cash provided by/(used in) investing activities
Loan Receivable, principally related parties                       -           -
Purchase of property and equipment                                 -           -
                                                         ------------  ----------

Net cash provided by/(used in) investing activities                -           -

CASH FLOWS FROM FINANCING ACTIVITIES:

Proceeds from:
  Notes payable                                                    -           -
  Investment proceeds                                        732,792           -
  Sales of common stock                                      104,980           -
                                                         ------------  ----------

Net cash provided by/(used in) financing activities          837,772           -
                                                         ------------  ----------

Net increase (decrease) in cash and cash equivalents             707      (6,019)
Cash and cash equivalents, beginning of period                     -       6,019
                                                         ------------  ----------

Cash and cash equivalents, end of period                 $       707   $      (0)
                                                         ============  ==========
</TABLE>

SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING AND FINANCING ACTIVITIES:
     None


                                        5
<PAGE>
                           GSI TECHNOLOGIES USA, INC.
                      (A COMPANY IN THE DEVELOPMENT STAGE)

                   NOTES TO THE CONDENSED FINANCIAL STATEMENTS
                                   (UNAUDITED)
                                  JULY 31, 2003

NOTE 1  -BASIS  OF  PRESENTATION

     The  accompanying  unaudited  condensed  financial  statements  of  GSI
Technologies  USA, Inc. have been prepared in accordance with generally accepted
accounting  principles  for  interim  financial  information  and  with  the
instructions  to  Form  10-QSB  and  Article 10 of Regulation S-X. The financial
statements  reflect  all  adjustments consisting of normal recurring adjustments
which,  in  the  opinion of management, are necessary for a fair presentation of
the  results  for the periods shown. Accordingly, they do not include all of the
information  and  footnotes required by generally accepted accounting principles
for  complete  financial  statements.

     These  financial  statements should be read in conjunction with the audited
financial  statements  and  footnotes  thereto included in GSI Technologies USA,
Inc.'s 10K-SB as filed with the Securities and Exchange Commission.

     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 that effect the reported amounts of revenues and expenses during
the reporting period. Actual results could differ from those estimates.

NOTE 2 - NET EARNINGS (LOSS) PER SHARE

     Earnings  (Loss)  per  common  share are calculated under the provisions of
SFAS  No.  128,  "Earnings per Share," which establishes standards for computing
and  presenting earnings per share.  SFAS No. 128 requires the Company to report
both  basic  earnings  (loss)  per share, which is based on the weighted-average
number  of  common  shares  outstanding  during the period, and diluted earnings
(loss) per share, which is based on the weighted-average number of common shares
outstanding  plus all potential dilutive common shares outstanding.  Options and
warrants  are  not  considered  in calculating diluted earnings (loss) per share
since considering such items would have an anti-dilutive effect.

NOTE 3 - IMPAIRMENT AND WRITE OFF OF LICENSING RIGHTS

    The  Company's  only  intangible  asset, licensing rights, were reviewed for
impairment  and  determined  to  be  impaired  since the software and technology
behind  the  licensing  rights  would  no  longer  be available due to financial
difficulties  and  constraints  associated  with  the licensor.  The unamortized
amount of $164,872 of licensing rights has been written off and reflected in the
statement  of  operations  as  a  loss  for  the  current  year.

NOTE 4  -  GOING  CONCERN

     The  accompanying  financial  statements  have  been  prepared assuming the
Company  will  continue  as  a going concern. The Company reported a net loss of
$1,197,721  for  the nine months ended July 31, 2003 (unaudited). As reported on
the  statement  of  cash  flows,  the  Company incurred negative cash flows from
operating  activities  of  $837,065  for  nine  months  ended  July  31,  2003
(unaudited).  Continuation  of  the Company as a going concern is dependent upon
obtaining  sufficient  working  capital  for  its  planned  activity. Additional
capital and/or borrowings will be necessary in order for the Company to continue
in  existence  until attaining and sustaining profitable operations. The Company
is  aggressively  pursuing strategic alliances which will bring a cash infusion,
restructuring  and  forward  looking  business  plan.


                                        6
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
--------------------------------------------

FORWARD LOOKING STATEMENTS.

This  report contains forward-looking statements that are based on the Company's
beliefs  as  well  as assumptions made by and information currently available to
the  Company.  When  used  in  this  report,  the  words  "believe,"  "expect,"
"anticipate,"  "estimate,"  and  similar  expressions  are  intended to identify
forward-looking  statements.  Such  statements  are  subject  to  certain risks,
uncertainties  and  assumptions,  including  without  limitation,  the  overall
strength  of  the  national  securities markets, the Company's present financial
condition  and  the  risks  and  uncertainties  concerning  the  availability of
additional  capital  as  and  when  required,  technological  changes, increased
competition,  international  war  and terrorism and general economic conditions.
Should  one  or  more  of  these  risks  or uncertainties materialize, or should
underlying  assumptions prove incorrect, actual results may vary materially from
those  anticipated,  estimated,  or  projected.  The  Company cautions potential
investors  not  to  place undue reliance on any such forward-looking statements,
all of which speak only as of the date made.

OVERVIEW

GSI  Technologies  USA  Inc.  is  an  Information Technology Company that offers
products  and solutions to the Out-of-Home Digital Signage Industry. The Company
has  developed  a  proprietary,  enterprise  scale,  Digital  Signage  Network
Management  Software  Suite.  The  Company is a Value Added Reseller for various
related  hardware products that make up its end-to-end Digital Signage Solution.
The  Company  also  offers  various  services  related  to  the  installation,
management,  operation  and  maintenance  of  large  Digital  Signage  Networks
worldwide.

Research  firm  iSupply/Stanford  Resources  sees  the worldwide Digital Signage
market growing from just over $ 3 billion this year to about $ 5 billion in 2006
and  about  $ 7 billion in 2008.  CAP Ventures Inc., a research firm that tracks
retail  digital  signage  as  a separate category, sees this niche growing still
faster,  from  North  America  revenue  of $ 388 million this year to nearly $ 2
billion in 2006; an increase of more than 400 percent.

GSI Technologies USA Inc. is particularly well positioned to exploit this growth
as  it offers one of the only true enterprise scale solutions in the world.  The
technology  is  being  field tested by Clear Channel International, which is the
largest  player  in  the  Industry.

RESULTS FROM OPERATIONS

Three and nine months ending July 31, 2003 and 2002

During  GSI's third quarter from May 1,2003 to July 31, 2003, GSI USA incurred a
loss  of $526,878 versus a loss of $35,237 in the same period in 2002 due to the
increase  of  activities  with  respects  to  our  new  product.


During  GSI's  nine  month's  from  November  1,  2002 to July 31, 2003, GSI USA
incurred  a  loss  of $1,197,721 versus a loss of $267,715 in the same period in
2002,  this  too  reflects  the  increase of activities with respects to our new
product.

REVENUES

     Zero in revenue was recognized during the current year quarter, versus zero
for the same period in the prior year.

$15,000  in  revenue  was  recognized  during the current year nine month period
versus  $23,750  for  the  same  period  in  the  prior year. This is related to
sub-licensing agreements realized over the respective terms.


                                        7
<PAGE>
OPERATING  EXPENSES

     During  the three months ended July 31, 2003, GSI USA has incurred $476,878
in  operating  expenses  versus 26,374 for the same period in 2002. The increase
was mainly attributable to marketing, software costs and consulting.

During  the  nine months ended July 31, 2003, GSI USA has incurred $1,090,754 in
operating  expenses versus 247,250 for the same period in 2002. The increase was
mainly  attributable  to marketing, software costs, consulting and the write off
of  unamortized  impaired  licensing  rights.

LIQUIDITY  AND  CAPITAL  RESOURCES

     At  July  31,  2003  GSI  USA  had  $707  in  cash.  Cash used in operating
activities  during  the nine months ending July 31, 2003 was $837,065, which was
mainly  attributable  to  the  net cash loss from operations plus changes in net
operating  assets  and  liabilities.


     Net Cash provided from financing activities during the period was $837,772.

     The  result  of all activities during the nine-month period ending July 31,
2003 was a net increase of $707 in our cash position.


MANAGEMENT  DISCUSSION

          GSI Technologies USA Inc. was created in 1998, with goals of supplying
complete  turn-key  solutions  to out-of-home advertising network operators. The
company's  offering  went  from  digital  signage network management software to
installed  screen,  displays  or  street  furniture,  interacting  with targeted
audiences.  GSI  was  then  offering integration of network services but dealing
with  hardware  suppliers for integration of computers and screens (plasma, LCD,
LED  or  plain  TV  set).

          The  Company operates within the overall Information and Communication
Technology  (ICT)  field,  offering  software,  hardware and related services to
manage  dynamic and efficient communications networks. The information delivered
can  be  advertising  messages targeted to consumers while out of their homes or
messages of more general interest like traffic and weather information.

          The  Company  offers  solutions  principally  for  media  operators,
advertisers and others seeking to reach the greatest number of "viewers per day"
at  the  street  level.  Street  level advertising is the strategic placement of
signage,  so  it is readily visible to pedestrians and motorists. In addition to
addressing  potential  consumers  in  busy  urban  and suburban settings, public
service messages can also be conveyed using our technology.

          To  address the changing market and technology landscape, we initiated
a  comprehensive review of our position in the industry. During this exercise we
drew upon the collective experiences of our own team as well as soliciting input
from  various individuals we believed to be knowledgeable about the industry. We
concluded  that in order to be in the forefront of the industry we would have to
narrow our business focus and develop an entirely new software package.

          We  initially  began  offering products and services for sale in 2000.
Our  product  offerings  at that time included both software to manage a digital
signage  network  and  related  hardware  such as installed screens, displays or
kiosks.  In  addition,  we  also  owned  and operated our own network of digital
signage  kiosks. The software products were offered pursuant to a Master License
agreement  with  GSI  Canada,  the  creator of the initial software, Multi Media
Pack,  or  in short as MMP. The hardware products were purchased for resale from
various  brand  name manufactures on an as needed basis. The Kiosk products were
designed  and  built  by  GSI  Canada.


                                        8
<PAGE>
          At  that  time  we  also  offered  value-added  services  such  as the
integration  of network services and the ability to deal with hardware suppliers
to  integrate  and  install  computers and screens (plasma, LCD, LED or plain TV
set).  In  other  words,  if a client came to us with an idea about something he
would  like  to  do,  we would problem solve the matter and design an integrated
solution,  including managed services, which would allow the client to reach his
goal.  In  cases  where  clients  did  not  need any of our software or hardware
products,  we  were still available to provide consulting services for operators
to  develop  digital  signage  networks

          The  Company  has re-evaluated its overall market approach and decided
to  focus  more  heavily  on  developing  and selling digital network operations
software  rather  than  actually  developing  networks,  installing and managing
physical  hardware,  and actually selling and managing the digital content. With
the re-focus of GSI in mid-2002, came a new philosophy and re-positioning of the
company's  activities.  GSI  is  returning  to  the  core expertise of its past,
focusing  on  its  original  concept and vision, building the software that will
help users store, inventory, deliver and use visual digital content on a variety
of  devices  in  a  variety  of applications. The Company now has a much clearer
product  and  sales  vision.

          As  a  result,  in  early  2003,  we  changed our Product and Services
Offering. Our main focus will now be to develop and sell a network based digital
signage management software solution. We will also, in some cases, offer Digital
Signage  and  Network  Managed  Services as well as related hardware. We will no
longer supply or manufacture kiosks or design/develop networks. We will continue
to  leverage our market knowledge by providing strategic consulting services for
operators  of  digital  signage  networks.

          As  part  of  our  comprehensive review, we decided to re-evaluate our
core  product,  the  GSI  Multi  Media  Pack acquired under the Master Licensing
Agreement  with  GSI  Canada.  We hired LTS Networks Inc. to perform a technical
review  of  the  software  code.  The  report  recommended  that  we  rework the
architecture  of  the  product  to take advantage of newer development tools and
database tools to ensure that the product would be up to date and as technically
advanced  as possible. If undertaken, it was believed that our new product would
also  be well positioned for growth and enhancement in the future. In June 2003,
we  purchased  a  40%  equity  interest  in  LTS  Networks

          As  a  result of their report, we hired LTS Networks to build for us a
next  generation  product,  based  on  our  design,  to offer to the Out-of-Home
advertising  industry.  We  solicited  the  assistance  of  Mr.  de Montigny, to
leverage  his  past  experience  with the Advertising and Media industry to work
with  LTS  to  design  the  functional requirements for the new software. It was
anticipated  that  the  new  software  would differ from the previous product in
several  key  ways.  The  programming  language would be different; the software
design  and architecture would be different; and the new product would pay close
attention  to  standards,  such  as  the  Human  Interface  Guidelines  and Data
Warehouse  Standards.  We  proceeded to implement this project and the resulting
newly  developed  proprietary software product is expected to be released by the
end  of  September  2003  and will be known as Digital Media Logistics Suite, or
DMLS.

          We  also revised our pricing and licensing structure. We will now sell
and  distribute our new software product on a per player software license basis.
This  is  a significant departure from our previous revenue model of territorial
licensing  as  we  believe it better reflects the standard pricing and licensing
model for our industry, and therefore should make our solution more competitive.
In first 3 quarters of fiscal 2003 we spent $300,000 on Research and Development
as  compared  to  nothing  in  all  of  fiscal  2002.

          In  April  2003,  we  signed a special agreement with MCSI, a publicly
traded corporation specialized in Technology Integration, whereby we have agreed
to  sell  to  MCSI  up  to  12,000 licenses of our DMLS software at a discounted
price.  The  agreement  is  valid  for  a  term  of  24  months.

          In  May  2003,  we initiated negotiations with Arcanes Technologies, a
France-based  corporation  to  act  as sales agent to distribute our new line of
products  in  France.  Negotiations are in preliminary stage and the Company can
not  state  when  or  whether  an  agreement  will  be  reached.

          In  May  2003, we received a Letter Of Intent from TSA, a France-based
corporation,  specialized  in  Network Integration and Satellite Transmission to
act  as  installation contractors and service corporation for our European based
customers.  We  are  currently  negotiating  contract  agreements and anticipate
conclusion  by  the  end  of  2003.


                                        9
<PAGE>
          On  May 15, 2002, Mr. Craig Perry advanced $330,000.00 to the Company.
In  consideration  to  this  loan the Guarantor (Michel de Montigny) transferred
2,000,000  shares to Mr. Perry. This note has a term of 60 days bearing interest
at  prime  rate  plus  2%  and  a collateral / late payment penalty of 1,000,000
shares.  On  March  28,  2003  the  Company issued 1,000,000 shares to Mr. Perry
representing  the Collateral /late payment penalty on this note. On May 8, 2003,
Mr.  Perry  agreed  to  cancel his $351,000 payable note ($330,000 debt + 21,000
interest  to  date)  and  to  invest  a supplementary amount of $165,000 for the
following  considerations:  2,000,000  shares at a price per share of $0.25 plus
500,000 warrants exercisable at $0.25 and 516,000 warrants exercisable at $1.00.
Mr.  Craig  Perry  became  a  Director  on  April  28,  2003.


                          PART II - OTHER INFORMATION

ITEM  1.  LEGAL  PROCEEDINGS

None

ITEM  2.  CHANGES  TO  AUTHORIZED  SHAREHOLDERS'  CAPITAL

None

ITEM  3.  DEFAULTS  UPON  SENIOR  SECURITIES

None.

ITEM  4.  SUBMISSION  OF  MATTERS  TO  VOTE  OF  SECURITY  HOLDERS

None.

ITEM  5.  OTHER  INFORMATION

          In  August,  2003, we signed a one year renewable Sales Representative
agreement  with  Petters  Group  LLC.  The agreement provides for us to act as a
non-exclusive  sales  representative  in the United States, Canada and Mexico in
regards  to their new suite of Digital Displays Products, branded under the name
of  Polaroid.

          We  have  currently  concluded sales of an approximate quantity of 600
units  including Polaroid 42" Digital plasma screens, compact computers and DMLS
software  licenses.  These sales have an approximate value of $2,700,000 and are
subject to financing approval of the customers. We expect to make an approximate
gross  profit  of  $600,000  on  these  sales.


MANAGEMENT

          In  May 2003, Mr. Ren  Arbic resigned from his position as Chairman of
the  Board  of  GSI  Technologies  USA  Inc.

          In  May 2003, the Board of Directors appointed Mr. Craig Perry, who is
currently General Manager of InMetal and a shareholder of GSI, to join the Board
of  Directors  as  a  Director  and  Chairman.

     In  June  2003,  the Board of Directors appointed Mr. Gilles Addison to the
position  of  President  and Chief Executive Officer.  Mr. Addison's contract is
valid  for  one  year  period.


                                       10
<PAGE>
     In  June 2003, GSI Board of Directors appointed an Executive Advisory Board
to  manage and build the value of the Corporation on a day to day basis with the
input of experienced individuals in various field of activities.  We believe our
Corporation  will grow in a team environment and deliver positive results to the
benefit  of  our  shareholders.  The Executive Advisory Board will report to the
Board of Directors through the CEO, Mr. Addison.  GSI's management is seeking to
identify  a Chief Financial Officer that will suit the needs of our Corporation.
The Executive Advisory Board is composed by the following individuals:

          -    Mr. Gilles Addison, President and CEO
          -    Mrs.  Marie  El-Ahmar  Eid,  Business  Development  and  Investor
               Relations Director
          -    Glen Pearson, Operations Director
          -    Michel de Montigny, Product, Sales and Marketing Director
          -    Paola Salcedo, Administration Director


ITEM  6.  EXHIBITS  AND  REPORTS  ON  FORM  8-K

The following exhibits are contained in this 10-QSB:

99.1  Sarbans-Oxley Certifications.


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CERTIFICATION

I, Gilles Addison, hereby certifie that:

     I    have reviewed this quarterly report on Form 10-QSB of GSI Technologies
          USA  Inc.;

     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;  and

     Based  on  my  knowledge,  the  financial  statements,  and other financial
          information  included  in  this report, fairly present in all material
          respects the financial position, results of operations, and cash flows
          of  the  issuer  as of, and for, the periods presented in this report.

     I am  responsible for  establishing and maintaining disclosure controls and
          procedures  for  the  issuer  and  have:

          Designed  such  disclosure  controls  and  procedures  to  ensure that
               material  information relating to the issuer is made known to me,
               particularly  during the period in which the periodic reports are
               being  prepared;
          Evaluated  the  effectiveness  of the issuer's disclosure controls and
               procedures  as  of  July  31,  2003;  and
          Presented in the report our conclusions about the effectiveness of the
               disclosure  controls  and procedures based on my evaluation as of
               the  Evaluation  Date;

     I  have  disclosed,  based  on  my  most recent evaluation, to the issuer's
          auditors and the audit committee of the board of directors (or persons
          fulfilling  the  equivalent  function):

          All  significant  deficiencies  in the design or operation of internal
               controls  which  could  adversely  affect the issuer's ability to
               record,  process,  summarize  and  report financial data and have
               identified  for  the issuer's auditors any material weaknesses in
               internal  controls;  and
          Any  fraud, whether or not material, that involves management or other
               employees  who  have  a significant role in the issuer's internal
               controls;  and

     I  have  indicated  in  the  report  whether  or not there were significant
          changes  in  internal  controls  or  in  other  factors  that  could
          significantly  affect  internal controls subsequent to the date of our
          most  recent  evaluation, including any corrective actions with regard
          to  significant  deficiencies  and  material  weaknesses.


Date:  September 22nd, 2003


/s/  Gilles Addison
-----------------------------
Gilles  Addison
President and CEO


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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.


      Dated:  September 22nd,  2003               GSI TECHNOLOGIES USA INC.




                 By:  /s/  Gilles Addison
                    -----------------------------------------
                                 Gilles Addison
                                President and CEO


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