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

                                 FORM 10-QSB / A
                                   AMENDMENT 2

                                   (MARK ONE)

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

                 For the quarterly period ended April 30, 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                             5-0902449
     ------------------------------    ------------------------------------
     (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[X]  No[ ]

As  of  June  12,  2003,  there were 29,291,023 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 APRIL 30, 2003
                  -----------------------------------------------------


                                                                                      Page
<S>                                                                                   <C>
PART I. FINANCIAL INFORMATION

Item 1. Financial Statements (Unaudited)
Balance Sheet as of April 30, 2003                                                       3

Statement of Operations for the Six and Three Months ended April 30, 2003 and 2002       4

Statements of Cash Flows for the Six Months ended April 30, 2003 and 2002                5

Notes to Financial Statements                                                            6

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

PART II. OTHER INFORMATION

Item 1. Legal Proceedings                                                               11

Item 2. Changes in Securities                                                           11

Item 3. Defaults Upon Senior Securities                                                 11

Item 4. Submission of Matters to a Vote of Security Holders                             11

Item 5. Other Information                                                            11-12

Item 6. Exhibits and Reports on Form 8-K                                                12

Certifications                                                                          13

Signature                                                                               14

Exhibit 99.1                                                                            15
</TABLE>


<PAGE>
<TABLE>
<CAPTION>
                           GSI TECHNOLOGIES USA, INC.
                                  BALANCE SHEET
                                AT APRIL 30, 2003
                                   (UNAUDITED)


                                     ASSETS
                                     ------
<S>                                                           <C>

Current Assets
  Cash                                                        $     2,005
  Receivables - net                                                44,538
  Other current assets                                              2,428
                                                              ------------

    Total current assets                                           48,971
Property and equipment, net                                       147,792
Other assets                                                        2,774
                                                              ------------


    TOTAL ASSETS                                                  199,537
                                                              ============


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

Current Liabilities
  Accounts payable                                                163,617
  Accrued financing costs                                          67,100
  Notes Payable                                                   648,284
  Investment proceeds liability                                   362,651
  Other current liabilities                                        88,376
                                                              ------------

    Total current liabilities                                   1,330,028


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               29,291
     55,000,000 shares; issued and outstanding - 29,291,023

  Paid in Capital                                               5,367,388
  Accumulated deficit                                          (6,527,543)
  Accumulated other comprehensive income
    Foreign currency translation                                      373
                                                              ------------

    Total Shareholder's Equity (Deficit)                       (1,180,491)

     TOTAL LIABILITIES AND SHAREHOLDER'S EQUITY               $   199,537
                                                              ============
<FN>
Read the accompanying summary of significant accounting notes to Financial
statements, which are an integral part of this financial statement.
</TABLE>


<PAGE>
<TABLE>
<CAPTION>
                                          GSI TECHNOLOGIES USA INC
                                          STATEMENT OF OPERATIONS
                     FOR THE THREE MONTHS AND SIX MONTHS ENDED APRIL 30, 2003 AND 2002
                                                (UNAUDITED)

                                                            Three Months                 Six Months
                                                           ended April 30,             ended April 30,
                                                     --------------------------  --------------------------
                                                         2003          2002          2003          2002
                                                     ------------  ------------  ------------  ------------
<S>                                                  <C>           <C>           <C>           <C>
Revenues                                             $    15,000   $         -   $    15,000   $    23,750

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

Gross Profit                                              15,000             -        15,000        13,116

Operating Expenses:
    Marketing                                             27,702        16,051        29,133        24,412
    Salaries and related costs                            13,859             -        25,060        38,996
    Rent                                                  15,585        13,703        24,585        51,426
    Professional fees                                     33,251         2,457        42,886         9,029
    Consulting                                           112,443             -       121,664             -
    Software development                                  88,709             -       119,539             -
    Depreciation                                           3,576           973         4,656         1,947
    Amortization                                          25,278        23,845        49,017        47,691
    Loss on licensing agreement write off                141,133             -       141,133             -
    Other selling, general and administrative             89,413        19,271       121,115        47,375
                                                     ------------  ------------  ------------  ------------
      Total operating expenses                           550,949        76,300       678,787       220,876

      Loss before other income (expense)                (535,949)      (76,300)     (663,787)     (207,759)

Other income (expense):
    Interest expense (principally related party)         (13,159)       (4,417)      (22,467)       (8,759)
    Foreign exchange gain/(loss)                                       (24,529)                    (15,960)
                                                     ------------  ------------  ------------  ------------
      Total other income (expense)                       (13,159)      (28,946)      (22,467)      (24,719)

                                                     ------------  ------------  ------------  ------------
Net Loss                                                (549,108)     (105,246)     (686,254)     (232,478)
                                                     ============  ============  ============  ============

Basic weighted average common shares outstanding      28,673,045    20,788,768    27,462,294    20,689,767
                                                     ============  ============  ============  ============

Basic and diluted Loss per common share              $     (0.02)  $     (0.01)  $     (0.02)  $     (0.01)
                                                     ------------  ------------  ------------  ------------
<FN>
Read  the  accompanying  summary  of  significant  accounting  notes  to Financial statements, which are an
integral part of this financial statement.
</TABLE>


<PAGE>
<TABLE>
<CAPTION>
                                            GSI TECHNOLOGIES USA, INC.
                                             STATEMENT OF CASH FLOWS
                                 FOR THE SIX MONTHS ENDED APRIL 30, 2003 AND 2002
                                                   (UNAUDITED)


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

Net Income (Loss)                                                      $(670,843)                      $(232,479)
Adjustments to reconcile net income (loss) to net cash
 used in operating activities:
           Depreciation and amortization                                  53,673                          49,638
           Issuance of stock for contract settlement                           -                          38,996
           Accrued Interest Expense                                            -                           8,759
           Loss on licensing agreement write off                         141,133                               -

Changes in Operating assets and liabilities:
           Receivables and other current assets                          (46,966)                         (4,871)
           Other assets                                                   (2,774)
           Accounts Payable and Accrued Liabilities                        8,459                         133,939
                                                                       ----------                      ----------

Net cash provided by/(used in) operating activities                     (517,317)                         (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                            (90,685)                              -
                                                                       ----------                      ----------

Net cash provided by/(used in) investing activities                      (90,685)                              -


CASH FLOWS FROM FINANCING ACTIVITIES:

Proceeds from:
  Notes payable                                                          290,980                               -
  Investment proceeds                                                    219,028                               -
  Sales of common stock                                                  100,000                               -
                                                                       ----------                      ----------

Net cash provided by/(used in) financing activities                      610,008                               -
                                                                       ----------                      ----------

Net increase (decrease) in cash and cash equivalents                       2,005                          (6,019)
Cash and cash equivalents, beginning of period                                 -                           6,019
                                                                       ----------                      ----------

Cash and cash equivalents, end of period                               $   2,005                       $      (0)
                                                                       ==========                      ==========

SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING AND FINANCING ACTIVITIES:

Issaunce of 1 million shares for default payment                          50,000
penalty settlement
<FN>
Read the accompanying summary of significant accounting notes to Financial statements, which are an integral part
of  this  financial  statement.
</TABLE>


<PAGE>
                           GSI TECHNOLOGIES USA, INC.
                   NOTES TO THE CONDENSED FINANCIAL STATEMENTS
                                   (UNAUDITED)
                                 APRIL 30, 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 - DETAILS OF FINANCIAL STATEMENT COMPONENTS

<TABLE>
<CAPTION>
<S>                                                                     <C>
                                                                          April  30, 2003
Property and Equipment:
             Furniture and fixture                                      $         38,934
             Computer and other equipment                                         45,168
             Leasehold improvements                                               79,020
             Less:  Accum depreciation & amortization                             15,330
             Property and equipment, net                                $        147,792


Intangible Assets:
        License rights  -                                               $        474,779
        (Gross amount of $800,000 acquired from affiliate and
        recorded at predecessor basis with the cost over such basis of
        $325,221 recorded as a dividend to affiliate).
        Accumulated amortization                                                (333,646)
        Loss on write down to realizable value                          $        141,133
                                                                        -----------------

     April 30, 2003 balance                                             $              -
                                                                        =================
       Amortization expense for the  six month period                             47,478
</TABLE>


<PAGE>
At April 30, 2003 the Company reviewed the carrying amount of license rights and
determined  that  the  amount  of  $141,133  was  considered  to  be  totally
unrecoverable  and  exceeded  its  fair  value  by  its  book  value.  This
determinations was based on its book value exceeding the sum of the undiscounted
future  cash  flows expected to result from the assets use and disposition.  The
entire  capitalized  net amount of $141,133 for the license rights was reflected
as  a  loss  in  the  April  30,  2003  financial  statements.

NOTE 4 - NOTE PAYABLE

On  May 15, 2002 the Company signed a promissory note for $330,000.  The term of
the  note is for 60 days and the rate of interest is prime plus 2%.  The Company
also  agreed  to issue 2 million shares of Class B Common Stock to the lender as
part  of the transaction as an origination fee which was valued at .05 per share
totaling  $100,000.  On  June  20, 2002, a shareholder of the Company indirectly
forwarded  to  the lender 1,114,000 shares as collateral for this transaction on
behalf  of  the Company thereby assigning 55.7% ($55,700) of the origination fee
liability  from  the  lender  to  the  shareholder.  On  June  20, 2002, another
shareholder  of  the  Company directly forwarded to the lender 886,000 shares as
collateral for this transaction on behalf of the Company thereby assigning 44.3%
(44,300)  of  the  origination fee liability from the lender to the shareholder.
On  June  21,  2002  the  Company  agreed  to  issue  1,114,000  shares  to  the
shareholder  who  advanced  his  shares  to  the  lender  as  well as issuing an
additional  222,800  for his assistance in this matter.  The 222,800 were valued
at  .05  per share totaling $11,140 and reflected as interest in the October 31,
2002  financial  statements.  At  October 31, 2002, no shares had been issued to
the  shareholder  and  the  origination  fee liability of $55,700 as well as the
additional  $11,400 in accrued interest remained reflected as liabilities in the
October  31,  2002  financial statements .  On June 21, 2002 the Company and the
other  shareholder  who  forwarded  886,000  shares to the lender agreed that he
would  not receive any shares from the Company for his assistance in the matter.
The  Company  reflected this as relieving the balance of the accrued origination
fee  liability with an offset to Paid in Capital in the amount of $44,300 in the
October  31,  2002  financial  statements. At October 31, 2002, the note had not
been  paid  back  and  the  accrued  interest  totaled  $4,837.  As  part of the
agreement,  the  Company  will issue an additional 1,000,000 shares as a default
penalty  valued  at  .05  per  share totaling $50,000.  At October 31, 2002, the
Company  had  not  issued  any  shares related to default penalty.   The default
penalty  amounts  have  been  accrued  and  reflected  in  the  October 31, 2002
financial  statements.  At January 31, 2003, the note had not been paid back and
accrued  interest  for  the three month period ending January 31, 2003 of $5,362
has  been  reflected  in  the  financial  statements.  This  note  including all
interest  associated  with  it  was  $340,199 at January 31, 2003.  On March 28,
2003,  the Company issued 1 million shares in settlement of the default penalty.
At  April 30, 2003, the note had not been paid back and accrued interest for the
six  month period ending April 30, 2003 totaled $10,518.75.  This note including
all  interest  associated  with  it  was  $345,356  at  April  30,  2003.

On  December  18,  2002,  the Company signed a promissory note for $440,000 CAD,
approximately  $290,980 USD with an unrelated party.  The note bears interest of
11%.  At  January  31, 2003 interest of $3,946 has been accrued and reflected in
the  financial  statements.  The  balance  of  the  note, including interest, at
January  31,  2003 is approximately $294,926 USD.  At April 30, 2003 interest of
$11,948  has  been  accrued  and  reflected  in  the financial statements.   The
balance  of  the  note,  including all interest associated with it was $302,928.


NOTE 5 - COMMITMENTS AND CONTIGENCIES

Investment  agreement
On  September  10, 2002 the Company entered into an investment agreement whereby
an  investment group will advance up to $300,000 from September 10, 2002 through
February  1, 2003.  In consideration for the proceeds, the Company will issue on
February  1,  2003,  6  million  shares  of  Class  B  Common  Stock,


<PAGE>
2,000,000  options  at  an exercise price of $0.10 expiring January 31, 2010 and
2,000,000  warrants  at an exercise price of $1.20 expiring on February 1, 2005.
At  October  31,  2002,  $143,623  had been advanced to the Company.  During the
three month period ending January 31, 2003, additional advances totaling $98,155
had  been  received.  During  the  three  month  period  ending  April 30, 2003,
additional  advances  totaling  $58,222 had been received.  At April 30, 2003, a
total  of  $300,000  had  been  advanced  to the Company.  At April 30, 2003 the
Company  had  not issued any shares to settle the investment proceeds liability.

     In  November 2002, the Company entered into an investment agreement whereby
an  additional  investment  group will advance up to $125,000 from November 2002
through February 2003. In consideration for the proceeds, the Company will issue
on  February  1,  2003,  2.5  million  shares of Class B Common Stock, 2,000,000
options  at  an  exercise  price of $0.050 expiring January 31, 2010. During the
three  month  period  ending  January  31,  2003, no advances had been received.
During the three month period ending April 30, 2003 advances of $62,651 had been
received.  At April 30, 2003 the Company had not issued any shares to settle the
investment  proceeds  liability.

In  March 2003, the Company entered into an investment agreement whereby a third
investment group will advance up to $200,000 from March 2003 through April 2003.
In  consideration  for  the  proceeds, the Company will issue on June 1, 2003, 2
million  shares of Class B Common Stock, 500,000 options at an exercise price of
$0.10  and  500,000  options  at an exercise price of $0.25 expiring January 31,
2010.  During the three month period ending April 30, 2003, no advances had been
received.

Office  leases

On September 1, 2002, the Company entered into a three year office lease for its
Monteal  office  with  monthly  payments  approximately  $2,000.

On  October  1,  2002, the Company entered into a one  year office lease for its
U.S.  office  with  monthly  payments  approximately  $1,000.

Legal  Matters

We  remain  party  to  one proceeding initiated by another party in the Superior
Court  of  the Province of Quebec, District of Montreal. An amount of $98,766 in
Canadian  dollars  has  been claimed for our alleged failure to pay a commission
and  consequent  damages  relating  to  negotiations  with  GSI  Canada  for  an
acquisition.  Legal  counsel  advises that, in his opinion, the case against the
company  is  without  merit.

On  September  2001,  we  received  a law suit from a former employee for unpaid
salaries.  We  concluded an out of court settlement, on November 22nd, 2002, for
the  amount  of  approximately  $7,750 US ($12,000 CAD) as final settlement. The
$7,750  had  been  accrued  and  reflected  in  the  October  31, 2002 financial
statements.

     The  Company has been involved in litigation for unpaid business taxes with
the  City  of  Montreal.  The  litigation  has  been  settled  in  the amount of
approximately $23,000 of which approximately $5,000 has been paid by October 31,
2002 and the remaining $18,000 due to the City of Montreal has been reflected in
accounts  payable  at  October  31,  2002.  During the three month period ending
January  31,  2003  no  payments  were made towards this debt.  During the three
month  period  ending  April 30, 2003 approximately $8,000 in payments were made
towards  this  debt.  At  April  30,  2003,  the  outstanding  balance  totaled
approximately  $10,000.

In March 2002, a former Director, who was also an Officer in the Company,  along
with  another  employee of the Company, filed a civil action against the Company
in  the  State  of  Florida  alleging  unpaid  wages  and expense reimbursements
totaling approximately $225,000.  The Company has not retained legal counsel but
believed this complaint to be without merit and is in the process of negotiating
a  settlement  and release agreement with these two individuals in the amount of
approximately  $13,000.  The  Company  has  received an oral confirmation to the
$13,000  settlement  and  release  agreement.  The  $13,000 had been accrued and


<PAGE>
reflected  in  the October 31, 2002 financial statements.  The Company and these
individuals  signed the settlement agreement related to  this matter on February
27,  2003  and the company forwarded the required payment $13,000 to settle this
matter.

Consulting  agreement
     On May 27, 2002, the Company entered into a consulting agreement with a non
affiliated  individual.
     The  agreement  is  for  one year and the annual amount of the agreement is
approximately  $100,000.


NOTE 6 - SOFTWARE DEVELOPMENT

The  Company is currently developing software for resale to prospective clients.
The  Company  capitalizes  cost of materials, consultants, interest, and payroll
and payroll-related costs for employees incurred in developing computer software
for  resale  once technological feasibility is attained.  Currently, the Company
has  contracted  with  consultants  to  develop  the  software.  Technological
feasibility  is  established  when  the  Company  has  completed  all  planning,
designing,  coding,  and testing activities that are necessary to establish that
the  product  can  be  produced  to  meet  its  design  specifications including
functions,  features,  and  technical  performance  requirements.  Until
technological feasibility is established, all costs associated with the software
development are considered research and development expenditures and are charged
to  development  expense  in  the  period  incurred.

NOTE 7 - 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 $686,254
(unaudited)  for  the  six  months ended April 30, 2003 and a loss of $6,527,543
(unaudited)  since  inception.  As  reported on the statement of cash flows, the
Company  incurred  negative cash flows from operating activities of $517,317 for
the  six  months  ended  April 30, 2003.  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 continues to aggressively pursue strategic
alliances  which  will  bring a cash infusion, restructuring and forward looking
business  plan.


NOTE 8 - RELATED PARTY TRANSACTIONS

Legal fees to Director's firm
During  the  six  month  period ending April 30, 2003,  the Company has retained
legal  services  from a firm in which a director of the Company, Marc Cote, is a
partner.   The  Company  incurred  approximately $24,600 in legal fees from this
firm in the six month period ending April 30, 2003 .

NOTE 9 - INCOME TAXES

The  provision  for  taxes  on earnings for the six months ended April 30, 2003,
consist  of:

<TABLE>
<CAPTION>
                              2003                    2002
<S>                           <C>                     <C>
Current
    Federal                   $   -                   $   -
    State                         -                       -
    Foreign                       -                       -

Deferred
    Federal                   $   -                   $   -
    State                         -                       -
    Foreign                       -                       -
</TABLE>


<PAGE>
At  April  30,  2003,  the  Company has a Federal tax net operating loss ("NOL")
carryforward of approximately $5,000,000, which expires at various dates through
2015.

The Company did not provide any current or deferred United States federal, state
or  foreign  income tax provision or benefit for the period presented because it
has  experienced  operating  losses since inception.  The Company has provided a
full  valuation allowance on the deferred tax asset, consisting primarily of net
operating  loss  carryforwards,  because  of  uncertainty  regarding  its
realizability.

NOTE 10 - SHAREHOLDERS' EQUITY

Common  Stock

     The Company has 5,000,000 shares of class A common stock which to date have
     never  been issued. Management has no intent of issuing any of these shares
     and  will  be canceling these shares by filing an amendment to the articles
     of  incorporation  with  the  State  of  Delaware.

     The Company has 55,000,000 authorized shares of Class B common stock with a
     par  value  of  $.001.

     Each share entitles the holder to one vote.

     In  March  2003  the Company issued 2 million shares in a private placement
     for  $100,000.

     In March 2003 the Company issued 1 million shares to settle accrued default
     payment  penalties  totaling  $50,000.


     NOTE  11  -  WARRANTS  AND  OPTIONS

     On  August  01, 2000 the Company adopted a Long Term Incentive Plan whereby
     directors,  officers,  certain  key  employees  of  the  Company  and  its
     affiliates  as  well as certain consultants to the Company would be granted
     stock  options.  A  maximum  of 10% of the authorized Class B common shares
     totaling  5,500,000 can be reserved and available for distribution pursuant
     to  the  terms of the plan. On On October 02, 2000, 925,000 options with an
     exercise  price  of  $1.25  had  been  issued  to consultants and other non
     employee  affiliates  who  rendered  services to the Company throughout the
     year.  The  services  were  rendered  in the fiscal year ending October 31,
     2000.  The  expense  for  such  services  were  reflected  in the financial
     statements  ended  October  31,  2000.  As  an  incentive  to  maintain  a
     relationship  with  these  consultants  and  non  employee  affiliates, the
     Company  issued these options for anticipated future services. These future
     services  were  not  received.  The  options vest one-third on December 18,
     2000,  one  third  on December 18, 2001 and one third on December 18, 2002.
     The  stock  options  expire  seven  years  from the date they were granted.

     In  October 1995, the Financial Accounting Standards Board issued Statement
     of  Financial  Accounting  Standards  ("SFAS")  No.  123,  "Accounting  for
     Stock-Based Compensation". The Company has determined that it will continue
     to  account  for  employee  stock-based  compensation  under  Accounting
     Principles  Board  No.  25  and elect the disclosure-only alternative under
     SFAS  No.  123. The fair value of a share of nonvested stock is measured at
     the  market  price of a share on the grant date. The proforma effect to net
     income  and  earnings  per  share  is  reflected  as  follows:

<TABLE>
<CAPTION>
FAS 123           "Accounting for stock based compensation                              Six months ended    Six months ended
Paragraph 47 (a)                                                                        April 30, 2003      April 30, 2002
<S>               <C>                                                                   <C>                 <C>
                  1.   Beginning of year - outstanding
                       i.   number of options/warrants                                            308,333             308,333
                       ii.   weighted average exercise price                                         1.35                1.35
                  2.   End of year - outstanding
                       i.   number of options/warrants                                            308,333             308,333
                       ii. weighted average exercise price                                           1.35                1.35


<PAGE>
                  3.   End of year - exercisable
                       i.   number of options/warrants                                            308,333             308,333
                       ii.  weighted average exercise price                                          1.35                1.35
                  4.   During the year - Granted
                       i.    number of options/warrants                                                 0                   0
                       ii.  weighted average exercise price                                             0                   0
                  5.   During the year - Exercised
                       i.    number of options/warrants                                                 0                   0
                       ii.  weighted average exercise price                                             0                   0
                  6.   During the year - Forfeited
                       i.   number of options/warrants                                                  0                   0
                       ii.  weighted average exercise price                                             0                   0
                  7.   During the year - Expired
                       i.   number of options/warrants
                       ii.  weighted average exercise price

Paragraph 47 (b)  Weighted-average grant-date fair value of options
granted during the year:
                  1.   Exceeds market price                                                             0                   0

Paragraph 47 (c)  Equity instruments other than options/warrants                                     none                none

Paragraph 47(d)   Description of the method and significant assumptions used during
the year to estimate the fair value of options:
(1)Weighted average risk-free interest rate                                                          5.54%               5.54%
Weighted average expected life (in months)                                                          33.00               45.00
Weighted average expected volatility                                                                 0.00%                  0
Weighted average expected dividends                                                                  0.00                   0

Paragraph 47(e)   Total compensation cost recognized in income for stock-based
employee compensation awards.                                                                           0                   0

Paragraph 47(f)   The terms of significant modifications of outstanding awards.                      none                none

Paragraph 48 -    Options outstanding at the date of the lateststatement of financial
position presented:
                  1.   (a)  Range of exercise prices                                    $      1.10-$2.00   $      1.10-$2.00
                       (b) Weighted-average exercise price                                           1.35                1.35
                  2.   Weighted-average remaining contractual life (in months)                      33.00               45.00

                                                                                        Six months ended    Six months ended
                                                                                        April  30, 2003     April  30, 2002

Net Income after proforma effect                                                                 (686,254)           (232,478)
Earnings per share after proforma effect                                                $           (0.01)  $            0.00
</TABLE>


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

Explanatary  Note.

     This  Amendment  No.  1  on  Form  10-QSB/A  (this  "Amendment") amends the
Company's  Quarterly  Report on Form 10-QSB for the quarterly period ended April
30,  2003,  originally  filed  on  June  18,  2003 (the "Original Filing"). This
Amendment  is  being  filed  to amend the financial statements and  footnotes to
address SEC comments and to clean up parts of Part II of the Original Filing. In
addition,  in  connection  with the filing of this Amendment and pursuant to the
rules  of  the Securities and Exchange Commission, the Company is including with
this  Amendment  certain  currently  dated  certifications.

     Except  as described above, no other changes have been made to the Original
Filing. This Amendment continues to speak as of the date of the Original Filing,
and  the Company has not updated the disclosures contained herein to reflect any
events which occurred at a date subsequent to the filing of the Original Filing.

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 six months ending April 30, 2003 and 2002

During  GSI's  second  quarter  from  February 1,2003 to April 30, 2003, GSI USA
incurred  a  loss  of  $549,108  versus a loss of $105,246 in the same period in
2002.   The  increased  loss  was due to higher operating expenses, specifically
consulting, software development and a loss on the Licensing Agreement writeoff.


<PAGE>
During  GSI's  six  month's  from  November  1,  2002 to April 30, 2003, GSI USA
incurred  a  loss  of  $686,254  versus a loss of $232,479 in the same period in
2002.  The  increased  loss  was  due to higher operating expenses, specifically
consulting, software development and a loss on the Licensing Agreement writeoff.


REVENUES

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

$15,000  in  revenue  was  recognized  during  the current year six 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.

OPERATING  EXPENSES

     During the three months ended April 30, 2003, GSI USA has incurred $550,949
in  operating  expenses  versus 76,300 for the same period in 2002. The increase
was  mainly  attributable  to  software  costs,  consulting and the write off of
unamortized  impaired  licensing  rights.

During  the  six  months  ended April 30, 2003, GSI USA has incurred $678,787 in
operating  expenses versus 220,876 for the same period in 2002. The increase was
mainly  attributable  to  software  costs,  consulting  and  the  write  off  of
unamortized  impaired  licensing  rights.

LIQUIDITY  AND  CAPITAL  RESOURCES

     At  April  30,  2003  GSI  USA  had  $2,005 in cash. Cash used in operating
activities  during  the  six months ending April 30, 2003 was 517,317, which was
mainly  attributable  to  the  net cash loss from operations plus changes in net
operating  assets  and  liabilities.

     Cash  used  by  investing  activities during the period reflects additional
short-term loans to GSI Canada in the amount of $90,685, which was for purchased
of  business  equipment

     Net  Cash provided from financing activities during the period was 610,008.

     The  result  of all activities during the six-month period ending April 30,
2003  was  a  net  increase  of  $2,005  in  our  cash  position.


MANAGEMENT  DISCUSSION  AND  ANALYSIS

          GSI  Technologies USA Inc. was created in 1998, as a sister company to
GSI  Canada created in 1995, 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).

          GSI  participates in the information technology industry, specializing
in  broadcasting  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 they
are  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.


<PAGE>
          The  Company's  initial  years  were primarily spent on extensive R&D,
building  products  that  were  expected  to  capitalize  on  the  Internet  and
multimedia  boom  and  the  increase of last-mile bandwidth.  However, the great
promises  of  the  technology  and  Internet golden age of the late 90's did not
materialize  as  foreseen.  For  GSI  specifically, the techno bubble burst, the
cost  and availability of bandwidth not improving fast enough, the economic down
turn,  and the cost of plasma screens still considered too high, all contributed
to  the  near  disappearance  of  the  company.

          Since  then,  we  have  been  continuously  involved  in  research and
development  in  an  effort  to innovate and deliver appropriate products to the
marketplace.  Equally, the company has been present in the marketplace, building
a  solid foundation of industry contacts both as potential partners and business
clients.

          The  market  currently  continues  to  present  a  mixed picture.  The
primary  issue  has  been  the overall slow economic climate in our major market
areas  of  Canada,  the USA and Europe.  Budgets for digital media products have
suffered  from  the  overall economic conditions as well as generally reduced IT
spending  across  the  board.  As  such,  we have assumed a cautious approach to
develop  a  cost-effective  solution,  and  to  exploit  the  areas  of clearest
opportunity.  We  see  signs  of  recovery  in  certain  key  market  areas.

          During  the  period of this downturn in purchasing in the marketplace,
we  have  continued  our  product  development,  with emphasis on developing and
launching  an  entirely  new  suite  of  products  and services known as the GSI
Digital  Media  Logistics  Suite  (DMLS),  Version 3.0.   Development of the end
product  is  nearing  completion,  and  our  current  focus  is  on  finalizing
development  activities.  GSI's  DMLS  software  enables users to accept, store,
inventory,  deliver  and organize the playing of digital content to all kinds of
digital  display  products such as, plasma screens, LCD screens, LED screens, TV
monitors,  multi  media  projectors  etc.

          At the same time, the Company 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 of such events, the Company made a strategic decision to
undertake an entirely new proprietary solution development program using a third
party, LTS Networks.  LTS Networks, a Montreal-based Corporation, is specialized
in Network Management and R&D software development.  GSI has given LTS a mandate
to  develop  an  entirely  new  family of digital distribution products from the
ground  up.

          GSI  will  now focus on conceiving, developing and selling the world's
most  effective  and  user-friendly  digital signage network management software
directly  to network integrators, screen manufacturers or to out-of-home digital
network  owners/operators.  We  believe  that  we  now  possess some of the most
advanced  technology  currently available in the field of electronic advertising
and  interactive  information  display.

          GSI,  over  the  past  couple  of  years,  has acquired valuable field
experience  in serving digital network operators through various pilot projects.
Therefore,  we have revised technical specifications that will be well served to
meet our customers' current and evolving needs.  On May 5, 2003, we released our
newly  designed  proprietary  solution.

          The  Company  will also, in some cases, offer Network Software Managed
Services,  Integration  Services  and  Hardware through various partnerships and
strategic  alliances.  GSI  will  no  longer


<PAGE>
supply or manufacture street furniture.  We will continue to leverage our market
knowledge  to  provide strategic consultant services for turnkey digital signage
solutions.

          Our  GSI  Digital  Media  Logistics  Suite  offers a complete range of
products  designed  around  the concept of providing specific digital images for
advertising  and  information  on  multiple  digital  devices  that will address
current  market  needs  and  attract  significant  commercial  interest.

          We  have  totaly revised our pricing and licensing structure.  We will
now  sell  and  distribute our software product on a per player software license
basis.  Our  comprehensive  software  package  includes: Digital Media Logistics
Player,  Digital  Media  Logistics  Server  and  Digital  Media  Logisitics
Administrator.

          In  April  2003,  GSI signed a special agreement with MCSI, a publicly
traded corporation specialized in Technology Integration, for the sale of 12,000
licenses  to  be  utilized  for customers such as Bank of America and Bed Bath &
Beyond,  etc.  We  are  currently  developing,  with  the  participation  of LTS
Networks,  a  small  form  factor  player  at  very  low  cost to respond to our
customer's  special  implementation needs.  Our agreement is valid for a special
term  of  24  months.

          In  July 2002, we completed a Letter of Intent with a California-based
corporation  specializing  in  Internet market content.  The Agreement calls for
the  client  to  install  a  network  of  full  motion  video  plasma screens in
approximately  200  preferred  locations  in  the  United  States.  We have been
informed  that our client has succeeded in securing over 100 locations.  In July
2003,  our  client  will start implementing the first phase for 35 locations and
will continue to build up the network till end of year 2003.  We have negotiated
a  10-year  licensing agreement starting when the Network begins its operations.
Network  management  and  content  production  contracts  are  currently  been
negotiated.  There  are  no  assurances  that  the Company will ever receive any
revenues  based  upon  this  transaction.

          During  the  month  of  May  2003,  our sales management team has been
negotiating a common development agreement with Petters Group LLC, in regards to
their new suite of Digital Signage Products, branded under the name of Polaroid.
GSI  has  currently  concluded  sales  of  42"  Digital  plasma  screens  for an
approximate  quantity  of  600  units,  subject  to  financing  approval  of the
customers.

          We  are  currently  negotiating  a  team  co-marketing  agreement with
Polaroid  to  offer  a turnkey solution to large enterprise scale customers that
integrate  the  hardware  and  software  products.  We anticipate completing the
agreement  by  end  of  June  2003.

          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.

          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  Technology  Integrators  and service corporation for our European based
customers.


<PAGE>
                           PART II - OTHER INFORMATION

ITEM 1.   LEGAL PROCEEDINGS

     The  Company has been involved in litigation for unpaid business taxes with
the  City  of  Montreal.  The  litigation  has  been  settled  in  the amount of
approximately $23,000 of which approximately $5,000 has been paid by October 31,
2002 and the remaining $18,000 due to the City of Montreal has been reflected in
accounts  payable  at  October  31,  2002.  During the three month period ending
January  31,  2003  no  payments  were made towards this debt.  During the three
month  period  ending  April 30, 2003 approximately $8,000 in payments were made
towards  this  debt.  At  April  30,  2003,  the  outstanding  balance  totaled
approximately  $10,000.

In March 2002, a former Director, who was also an Officer in the Company,  along
with  another  employee of the Company, filed a civil action against the Company
in  the  State  of  Florida  alleging  unpaid  wages  and expense reimbursements
totaling approximately $225,000.  The Company has not retained legal counsel but
believed this complaint to be without merit and is in the process of negotiating
a  settlement  and release agreement with these two individuals in the amount of
approximately  $13,000.  The  Company  has  received an oral confirmation to the
$13,000  settlement  and  release  agreement.  The  $13,000 had been accrued and
reflected  in  the October 31, 2002 financial statements.  The Company and these
individuals  signed the settlement agreement related to  this matter on February
27,  2003  and the company forwarded the required payment $13,000 to settle this
matter.


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

          On  February  4th,  2002,  we  became  delinquent because we were late
filing  our  annual  10-KSB  report.  On  March  5th,  2002, we were temporarily
delisted from the OTCBB.  On March 8th, 2002, we filed our 10-KSB report for the
period ending October 31, 2001.  Since then, we have filed all of our reports on
time.  We  have  appointed a new market maker who expects to file a form 2-11 by
end of June 2003, so our securities can become relisted on the OTCBB.

          In  May  2002,  GSI entered into a loan agreement with a private party
for  a  sum of $330,000.00, bearing interest at prime rate + 2%.  In March 2003,
GSI  issued  1,000,000  shares  as  a  penalty  on  this loan.  In May 2003, GSI
authorize  the  issuance  of 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
in  consideration of the conversion of this loan plus a supplementary investment
of $165,000.  The investor is Mr. Craig Perry who became a Director on April 28,
2003.

          In  September  2002,  Sogepar  SA,  a European investment corporation,
agreed  to  invest  a  total  of  $300,000 to be injected from September 2002 to
February  2003.  The  investment  has  been completed.  In June 2003, Sogepar SA
will  receive  6,000,000  shares  at  a  price per share of $0.05 plus 2,000,000
options  exercisable at a price of $0.10 and 2,000,000 warrants exercisable at a
price  of  $1.20.

     In  November  2002, Worldwide Business Consultants S.A., agreed to invest a
total  of  $125,000  to


<PAGE>
be  injected  from  November  2002  to  February  2003.  The investment has been
completed.  In  June  2003,  Worldwide  Business  Consultants  SA  will  receive
2,500,000  shares  at  a  price  per  share  of  $0.05  plus  2,000,000  options
exercisable  at  $0.05.

          In  December  2002,  GSI  entered  into a loan agreement with a non-US
corporation  for  an amount of $320,000.00 which could be converted into equity,
subject  to  approval  of  regulatory  authorities.

     In March 2003, a non-US private investor invested $100,000.00 for 2 Million
shares  at  $0.05  per  share.

     In  March  2003,  First  Mercantile  Investments, Corp., agreed to invest a
total  of $200,000 to be injected from March 2003 to April 2003.  The investment
has  been  completed.  In  June  2003,  First Mercantile Investments, Corp. will
receive  2,000,000  shares  at  a  price of $0.10 per share plus 500,000 options
exercisable  at  $0.10  per  share and 500,000 options exercisable at  $0.25 per
share.

     In  June  2003, GSI entered into a purchase agreement to acquire 40% equity
of  LTS  Networks  for  500,000  shares.

     In  June  2003,  GSI will issue 1,336,800 shares to 4136306 Canada Inc. for
conversion  of  outstanding  promissory  notes  dated  June  2002.


MANAGEMENT

     On  February  7,  2003  Mr.  Rene Arbic resigned from his position as Chief
Executive  Officer  of  GSI  Technologies  USA  Inc.

     In  May  2003, Mr. Rene 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.

     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.


<PAGE>
                                   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:  February 18, 2004     GSI TECHNOLOGIES USA INC.




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


<PAGE>