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, 2002.

[_]  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)

     2001 McGill College Avenue, Suite 1310, Montreal, Quebec H3A 1G1 Canada
 ------------------------------------------------------------------------------
                    (Address of principal executive offices)

                                 (514) 940-5262
                ------------------------------------------------
                (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 March 15th, 2002, there were 25,802,134 shares of the issuer's $.001
par  value  common  stock  issued  and  outstanding

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


<PAGE>
<TABLE>
<CAPTION>
                              INDEX TO FORM 10-QSB
                              --------------------
                      For the Quarter Ended July 31, 2002
                      -----------------------------------


                                                              PAGE
                                                              ----
<S>                                                           <C>
PART I. FINANCIAL INFORMATION

Item 1. Financial Statements (Unaudited)

        Balance Sheet as of July 31st, 2002                       3
     Statement of Operations for the Three
        Months ended July 31, 2002 and 2001                       4
     Statements of Cash Flows for Three Months
        Ended July 31st, 2002 and 2001                            5

     Notes to Financial Statements for the                    6 - 7
     three Months Ended July 31, 2002.

Item 2. Management's Discussion and Analysis                   8-14

PART II. OTHER INFORMATION                                       17

Item 1. Legal Proceedings                                        17
Item 2. Changes in Securities                                    17

Item 3. Defaults Upon Senior Securities                          17

Item 4. Submission of Matters to a Vote of Security Holders      17

Item 5. Other Information                                        18

Item 6. Exhibits and Reports on Form 8-K                         18
</TABLE>


                                                                               2
<PAGE>
<TABLE>
<CAPTION>
                         PART I - FINANCIAL INFORMATION

Item 1.  Financial statements
-----------------------------

                           GSI TECHNOLOGIES USA, INC.
                                  BALANCE SHEET
                                AT JULY 31, 2002
                                  (UNAUDITED)

                                     ASSETS
                                     ------


<S>                                                             <C>
Current Assets
  Receivables, net (principally related party)                    1 624 163
                                                                ------------
    Total current assets                                          1 624 163
Property and equipment, net                                          33 008
Intangible assets, net                                              212 350
Other assets                                                         19 908
                                                                ------------
    TOTAL ASSETS                                                  1 889 428
                                                                ============

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

Current Liabilities
  Accounts payable                                                  863 390
  Notes Payable                                                      80 452
  Other current liabilities                                         116 821
                                                                ------------
    Total current liabilities                                     1 060 664

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                 25 802
       55,000,000 shares; issued and outstanding - 25,802,134
  Paid in Capital                                                 5 243 740
  Deficit accumulated during the development stage               (4 441 165)
  Accumulated other comprehensive income                                388
                                                                ------------
    Total Shareholder's Equity                                      828 765

    TOTAL LIABILITIES AND SHAREHOLDER'S EQUITY                  $ 1 889 428
                                                                ============
</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.
                             STATEMENT OF OPERATIONS
           FOR THE THREE AND NINE MONTHS ENDED JULY 31, 2002 AND 2001
                                 (UNAUDITED)


                                                           Three months                Nine months
                                                           ended July 31,              ended July 31,
                                                     --------------------------  --------------------------
                                                         2002          2001          2002          2001
                                                     ------------  ------------  ------------  ------------
<S>                                                  <C>           <C>           <C>           <C>
Revenues                                             $         -   $    48 750   $    23 750   $   181 043

Cost of Sales                                                  -        27 977        10 634        92 070
                                                     ------------  ------------  ------------  ------------
Gross Profit                                                   -        20 773        13 116        88 973

Operating Expenses:
       Marketing                                               -        12 024        24 412        81 862
       Management and administrative fees                      -       127 809         1 534       600 031
       Salaries and related costs                              -         6 159        38 996       114 952
       Rent                                                    -       129 866        51 426       154 503
       Financing expense                                       -             -             -        10 000
       Professional fees                                       -       117 061         9 029       138 812
       Consulting                                              -        40 246             -        40 246
       Depreciation                                          973         3 847         2 920         7 747
       Amortization                                       23 845        24 070        71 537        71 758
       Travel                                                  -         4 256             -        42 017
       Other selling, general and administrative           1 556        70 733        47 396       163 718
                                                     ------------  ------------  ------------  ------------
          Total operating expenses                        26 374       536 071       247 249     1 425 646

          Loss before other income (expense)             (26 374)     (515 298)     (234 133)   (1 336 673)

Other income (expense):
       Interest income (principally related party)                      90 114                     284 576
       Interest expense (principally related party)       (8 863)      238 470       (17 622)       45 121
       Foreign exchange gain/(loss)                            -             -       (15 960)            -
       Equity in net earnings (loss) of affiliates             -       197 006             -       416 414
                                                     ------------  ------------  ------------  ------------
          Total other income (expense)                    (8 863)      525 590       (33 582)      746 111

                                                     ------------  ------------  ------------  ------------
Net Loss                                                 (35 237)       10 292      (267 715)     (590 562)
                                                     ============  ============  ============  ============

Basic weighted average common shares outstanding      25 802 134    21 076 636    22 869 528    20 689 767
                                                     ============  ============  ============  ============

Basic Loss per common share                          $     (0,00)  $      0,00   $     (0,01)  $     (0,03)
                                                     ============  ============  ============  ============
</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.
                            STATEMENT OF CASH FLOWS
           FOR THE THREE AND NINE MONTHS ENDED JULY 31, 2002 AND 2001
                                      (UNAUDITED)


                                                                 For the nine months
                                                                   ended July 31,
                                                               ------------------------
                                                                  2002         2001
                                                               ----------  ------------
<S>                                                            <C>         <C>
CASH FLOWS FROM OPERATING ACTIVITIES:

Net Income (Loss)                                              $(267 715)  $  (590 562)
Adjustments to reconcile net income (loss) to net cash
 used in operating activities:
     Depreciation and amortization                                74 457        79 506
     Issuance of stock for contract settlement                    38 996         5 000
     Accrued Interest Expense                                     12 179       (45 121)
     Accrued Interest Income                                           -      (284 576)
     Equity in net earnings (loss) of affiliates                       -      (416 414)

Changes in Operating assets and liabilities:
     Receivables and other assets                                 (4 871)      (69 084)
     Accounts Payable and Accrued Liabilities                    140 937       163 452
                                                               ----------  ------------
Net cash provided by/(used in) operating activities               (6 019)   (1 157 799)

CASH FLOWS FROM INVESTING ACTIVITIES:

Net cash provided by/(used in) investing activities
     Loan Receivable, principally related parties                      -       928 421
     Purchase of property and equipment                                -       (28 376)
                                                               ----------  ------------
Net cash provided by/(used in) investing activities                    -       900 045

CASH FLOWS FROM FINANCING ACTIVITIES:

Proceeds from:
  Notes payable, principally related parties                           -        50 000
  Sales of common stock                                                -       225 000
                                                               ----------  ------------
Net cash provided by/(used in) financing activities                    -       275 000
                                                               ----------  ------------
Effect of exchange rate changes on cash and cash equivalents           -             -
                                                               ----------  ------------
Net increase (decrease) in cash and cash equivalents              (6 019)       17 246
Cash and cash equivalents, beginning of period                     6 019         4 404
                                                               ----------  ------------
Cash and cash equivalents, end of period                       $       0   $    21 650
                                                               ==========  ============
</TABLE>


SUPPLEMENTAL SCHEDULE OF NON CASH 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, 2002



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.

     The accompanying financial statements reflect GSI Technologies USA, Inc. is
no  longer  considered to be in the development stage.  From inception (July 06,
1998)  through  October  31,  2001,  The  Company  was  considered  to be in the
development  stage.



NOTE 2  -  REVENUE  RECOGNITION

     Revenue  from sales of display units are recorded at the time the units are
delivered.  Revenues  from  sub-licensing  the  master  licensing  agreement are
recognized  over  the  term  of  the  sub-licensing  agreement.

    In  December  1999,  the  Securities  and Exchange Commission ("SEC") issued
Staff  Accounting  Bulletin  No.  101  ("SAB 101"), "Revenue Recognition," which
provides  guidance on the recognition, presentation and disclosure of revenue in
financial  statements  filed  with the SEC.  SAB 101 outlines the basic criteria
that  must  be  met  to  recognize  revenue and provide guidance for disclosures
related  to  revenue  recognition  policies.  Management  believes  that  GSI
Technologies  USA,  Inc.'s  revenue recognition practices are in conformity with
the  guidelines  of  SAB  101.


                                                                               6
<PAGE>
NOTE 3  -  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 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
$267,715  for  the nine months ended July 31, 2002 (unaudited).  Continuation of
the  Company  as  a going concern is dependent upon obtaining sufficient working
capital  for  its  planned  activity.  Management of the Company has developed a
strategy,  which  it  believes will accomplish this objective through financing,
which  will  enable  the  Company  to  operate  for  the  coming  year.



NOTE 5  -  STOCKHOLDER'S  EQUITY

     During  the  nine-month  period ending January 31, 2002, the Company issued
900,000  shares  of  common stock class B to settle liabilities in the amount of
$87,625.  The Company also issued 400,000 shares to the President of the Company
to  settle  unpaid  salaries  for  the  period.


                                                                               7
<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, 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  (GSI  USA)  specializes  in  offering  broadcasting
solutions  principally  for out home advertising, such as electronic billboards,
interactive  advertising kiosks and any type of animated electronic screens with
full  video  capabilities.  GSI USA's software enable user to transmit pin point
animated  information contact as well as receive full motion video, graphics and
audio  files.  GSI's  software  and  concept  allows  advertisers  to reach more
consumer  on  a  daily  bases  and  permits  to  measure  impact of their ads by
interacting  with  consumer.

CSI  USA is holder of a worldwide license on technologies.  GSI has accomplished
all  market  tests  indoor  and  outdoor  and  has  proved  to offer worlds best
technologies  for  advertising  applications.


Results  from  operations

9 months ending July 31, 2002 and 2001

During GSI's nine months from November 1, 2001 to July 31 2002, GSI USA incurred
a  loss of $267,715 or $.01 per share versus a loss of $590,562 or .03 per share
in  the  same  period  in  2001.

Revenues

     $23,750  in  revenue  was  recognized  during the nine-month period, versus
$181,043 for the same period in the prior year. This is related to sub-licensing
agreements  realized  over  the  respective  terms.



Cost of revenues and direct operating costs

     According to the master license agreement with GSI Canada, GSI USA owns 60%
of  the  price  of  any  sub-license  it sells to a new licensee. This amount is
payable  to  GSI  Canada  by  the  end  of  the  calendar  quarter  in which the
sub-license is granted its sub-license.  GSI USA has incurred  $10,634 in direct
operating  cost for this nine-month period, versus 92,070 for the same period in
the  prior  year.


                                                                               8
<PAGE>
Operating expenses

     During  the  nine months ended July 31, 2002, GSI USA has incurred $247,249
in  operating  expenses  versus  $1,425,646  for  the  same  period  in  2001.


Other income

     During  the  nine  months ending July 31, 2002, zero in interest was earned
mainly  on  the  outstanding  loan  to  GSI  Canada  due to the fact that is has
protection  from  the bankruptcy courts, while $17,622 in interest was incurred.
This  amount  is  principally  for  loans  outstanding.


Liquidity and capital resources

     At  July  31,  2002  GSI  USA  had  zero  in  cash.  Cash used in operating
activities  during  the  nine  months  ending July 31, 2002 was 6,019, 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  $0.

     Cash provided from financing activities during the period was zero.

     The  result  of all activities during the nine-month period ending July 31,
2002  was  a  net  decrease  of  $6,019  in  our  cash  position.



MANAGEMENT  DISCUSSION  AND  ANALYSIS

GSI  USA

We  have completed our restructuring program, concentrating on our core business
to  serve,  inform  and  communicate with the consumer in its daily environment,
offering  information media content out of home as well as providing services to
citizens  customized  to  their  needs  on  a  day-to-day  basis.

After  a 2 year beta testing, in real, in real market application, our affiliate
GSI  CANADA  through  its  R&D  Center  and  team  has  learned  a great deal of
experience,  by  managing  a  network  of  32  City  Columns  through the Ivanoh
Shopping  Malls'  network  in  Canada.

After  unfortunate  September  11th events, we concentrated on trying to improve
our  concept  to  allow  our 2-way software multimedia pack to become a tool and
information  center  in  the event of any public crisis.  The defense department
has  recently  published  a  2000  pages  report  on  lack  of communications on
September  11th  events.

Our  vision  is  to  deploy  a  wide  network  of kiosks in public areas such as
airports,  malls,  offices building, postal offices, subways, government offices
etc.

Our  R&D  team  enhances  our software modular applications, allowing to install
cameras integrated in our units offering monitoring sources to serve authorities
and  prompt  reaction  informational  capabilities  in the event of any security
problems.


                                                                               9
<PAGE>
On  June  the  5th and the 6th, 2002, we were exhibitors in the homeland defense
and security show in Wahsington D.C. featuring our new Servi Column product.  We
have  a great deal of interest for our product by many government department and
public  authorities.

In our last 10Q, we disclosed our negotiations with Boston based corporation Bio
Defense integrating the mail defender product in our Servicolumn to be installed
in  post  offices'  network.

We  are  currently  pursuing  presentations  to  postal  communities  worldwide.

Based  on a Montreal agreement between GSI TECHNOLOGIES USA Inc and Bio Defense,
we  have no longer exclusive licensing agreement to distribute the mail defender
units  in our network.  Our affiliate GSI Canada has not concluded manufacturing
assembly  contract  with  Bio  Defense.  Both  parties  have  mutually agreed to
suspend  negotiations  till  further  notice.

The  Board  of  Directors of GSI TECHNOLOGIES USA Inc is considering negotiating
the  potential  acquisition  of  our  affiliate  after  restructuring program is
completed.

The  benefits of Government programs are tremendous and represent a leading edge
value  for  the  benefit  of  GSI  TECHNOLOGIES  USA  shareholders.

All  operations  research,  broadcast  and  engineering  are now operated by GSI
CANADA.

All sales and licensing are performed by GSI TECHNOLOGIES USA Inc.

Our  Cash  requirements for the next quarter represent approximately $150,000.00
in  total.  We  are currently negotiating with financial institutions as well as
investment  bankers and sophisticated investors to seek for more capitalization.

Our  administrative  officers were still trying to conclude final agreement with
Stellar  Holdings,  and  are  evaluating  the  potential  of our mutual venture.



Investment in affiliates

As  of  March  2nd  2002,  GSI TECHNOLOGIES USA had no longer any investments in
affiliate.

Product sales, distribution and provision of services

Our  affiliate  GSI Canada R&D's team have completed tremendous break through in
GSI's  software  of  version  2.0  with modular applications of the managing and
scheduling  module  allowing to monitor on a day to day bases the sales and hits
per  day.  The  engineers  continue  to enhance the capabilities of the software
integrating  interactive capabilities for the consumer to respond to the content
messages  and  animated  advertising.


It  allows  advertisers  to  measure  impact of their marketing campaign through
network  pinpoint  consumer  environment.

Our affiliate continues to benefit from tax credit program, and is completing an
anticipated  demand  of  incomes  from  Canadian government for 2002's benefits.

The  R&D's  team  has  developed  a  large  experience  in  managing networks of
interactive  advertising  modules and finished the development of specific units
such  as:


                                                                              10
<PAGE>
     -    City  column,  indoor  display  unit  3 faces advertising screen, with
          interactive  touch screen unit and Internet access. These 32 units are
          in  operation  and  have  given  results  over the past 2 years in the
          shopping  center  environment.
     -    Transa  Column,  has  2  faces  display  unit  with Internet kiosk and
          integrating  ATM bank terminal. The target market is directly oriented
          to offer multi transactional capabilities for banking services as well
          as  E-com transactions supported by advertising broadcast content. The
          consumer  can use the units to pay bills, make a transaction, withdraw
          cash  and take E-Mails and Internet access. We have completed a market
          study with banking institutions and identify the need for such product
          in  North America as well as Europe. We are currently negotiating with
          Canada  Post  and  some banks the implementation of a large network in
          North  America. We believe that we will conclude before the end of the
          next  quarter.
     -    Sky  Column,  full  outdoors  video LED screens for high traffic areas
          bill board size. We have been managing this type of screens for over 5
          years  and  a  half.
     -    Digicolumn,  display  kiosk using plasma screen, technology integrated
          in  totem  supports,  vertical  and  horizontal  applications.
     -    I  Column,  the  latest  technology,  15 inches LED screen integrating
          computer  to  the  back  of  the  screen  on  a very robust industrial
          application.  We  have  made  recent  sales of 150 units in indoor and
          outdoor market. The hype around this product allows us to fit units in
          various  position  to  generate  instant  impulses  to  buy in stores,
          kiosks,  restaurants,  airports  in  a  cash  counter  area.


Our  objective  is  to  ramp up revenues from sales of units as well as revenues
from  broadcasting  technical  support  maintenance,  production  of content and
consulting  contracts.

In  any  of these sales the media operator must buy from GSI software license as
well  as  sub  license  for  using  the  concept  in  each  respective  markets.

In  April  2001,  GSI  USA  sold  a  license to the More Group in United Kingdom
division  of  Clear  Channel  International.  More  Group has deployed its first
installations  of  Sky  columns  in  city  of  Swindom  and  Bristol.

The  GSI's  server  system  has  been  installed  successfully  in England.  Our
software  has  been running the operations with great satisfaction from the More
Group.

In  September  2001,  the  Dauphin  Group  in  France  division of Clear Channel
International  acquired  a  technologies  license  for  its  territory.

On  March  7th, GSI USA received a purchase order from Dauphin to install server
system  in Paris and service contract for monitoring the broadcast network.  Our
engineers  have  instaled  the  systems  on  the  week  of  March  18th  2002.

Clear  Channel is counting on the 2 pilots projects in UK and France to move the
concept worldwide.  If these projects are successful, the advertising group will
deploy  a  worldwide  network.

On August 15, 2002, Adshel Clear Channel, has given to GSI TECHNOLOGIES USA INC.
an  R&D  contract  to  develop  specific  modular  applications to our software.

We  are currently negotiating with Adhsel a 3-year contract for R&D to serve and
develop  the Adshel business plan and deployment of their electronic advertising
contract.

GSI  is  very  proud  to  serve the Clear Channel Group and very happy to be the
official  supplier  retained  by  this  giant  media  group.


                                                                              11
<PAGE>
Our  management team has reoriented their sales targets and strategies.  We have
put  together  an  aggressive  sales  plan for United States by putting together
partnerships  ventures,  including  specific  high  profile  corporation  acting
respectively  in  their  field  of  activities  such  as:

     -    Media  Operator  sales  group
     -    Banking  institution
     -    Information  content,  media  broadcaster
     -    Property  owner,  governments,  public  institutions  for  locations
     -    GSI  USA  product  &  Systems

By  joining  these  forces  together based on our past experience, service units
driven  by  advertising  revenues  and  services create multi revenue potential,
using  the  power  of  each  respective  partner.

Now, that we have completed our pilot projects and business sales strategies, we
have  focused and trained our sales staff to penetrate the United States market.

In July 2002, GSI TECHNOLOGIES USA INC. has completed a licensing agreement with
Californian  based  corporation  SN  ENTERTAINMENT.  The  agreement is a 10-year
exclusive  licensing  agreement  to allow SN ENTERTAINMENT to install electronic
advertising  screen network in the adult business environment.  SN ENTERTAINMENT
has  concluded  for  the  first  phase a leasing agreement to install 250 plasma
screens  in  men's  adult  clubs.  The  potential  of  the  adult market is very
impressive.



                           PART II - OTHER INFORMATION

Item 1. Legal proceedings
-------------------------

Legal  proceeding

        On  December 15, 2000, we signed an agreement with the Quebec Securities
Commission  to  conform  to  filing  requirements  for  any  sales  of shares to
residents of the Province. Our former President also agreed that the sale of any
shares  directly  by  himself  or  shares  owned by companies in which he has an
interest would be in conformity with the filing requirements in the jurisdiction
of  Quebec.

     On  September  2001,  we  concluded  a  partial  settlement with the Quebec
Securities  for  the  release  of  promissory  notes.

     We  remain  party to one proceeding initiated by another party, Mr. Jacques
Biron,  against  GSI Canada, GSI, our President and others 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.  We have  retained  legal  counsel in  Montreal,  Mr.  Marc Cote of
Labelle,  Boudrault,  Cote & Associates,  who advises that, in his opinion,  Mr.
Biron's case against the company is without  merit;  that he has no right in law
to  sue  GSI  Technologies  USA  Inc.

     On  September  2001,  we received a law sue from Mr. Alex Zervakos a former
employee of GSI USA.  Our lawyer in Quebec is negotiating with the adverse party
in  order  to  resolve  this  matter.


                                                                              12
<PAGE>
     During  the  last  quarter,  GSI  USA  received  two  law suits from former
employees.  Although,  an understanding was reached with the two employees, they
change  their  opinion later on, and filed in small claims courts.  After review
from  our  lawyers  a  motion  to  set  aside  default judgments continue cases.
Consolidate  cases and transfer to circuit court was deposited and accepted.  We
are  waiting  date  for  trial  on  settlement.


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

Late filing 10K

On  February  4th,  2002,  we  became  delinquent because we was late filing our
annual  10K  report.  Our  ticker  symbol  changed  then  from  GSITB  to GSIBE.

Since  we  have  changed  management  of  the  corporation  and  reorganized the
financial  structure  of  the corporation, we were late filing our annual report
10K.

On March 5th, 2002, we were temporarily delisted from the OTCBB.

On March 8th, 2002, we have filed our 10K report.

We  have  appointed  a  market  maker to fill in a c-211 form and will are still
working  directly with the NASD department to resolve that matter and anticipate
that  we  will  be  relisted  soon.

We now file our quarterly report 10Q on time and will do so in the future.



Item 6.  Exhibits and reports on Form 8-K
-----------------------------------------

The following exhibits are contained in this 10-QSB:

   None.


                                                                              13
<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:  September 18, 2002              GSI TECHNOLOGIES USA INC.





                                     By:   /s/ Rene Arbic
                                     -----------------------------------
                                        Rene Arbic
                                        Chief Executive Officer


                                                                              14
<PAGE>
September 18, 2002


To:  Mark Cohen, C.P.A.

In  connection  with  your review of the balance sheet and related statements of
income,  retained  earnings  and  cash flows of GSI Technologies USA, Inc. as of
July 31, 2002 and for the purpose of expressing limited assurance that there are
not  material  modifications  that should be made to the statements in order for
them to be in conformity with generally accepted accounting principles (or other
comprehensive  basis  of  accounting),  we confirm, to the best of our knowledge
and  belief,  the  representations  made  to  you  during  your  review.

     1.  The  financial  statements  referred  to  above  present  the financial
     position,  results  of  operations, and cash flows of GSI Technologies USA,
     Inc.  in  conformity with generally accepted accounting principles. In that
     connection,  we  specifically  confirm  that  -

          a.   The Company's accounting principles and the practices and methods
               followed  in  applying  them,  are  as  directed in the financial
               statements.

          b.   There  have  been  no changes during the period from November 01,
               2000 to  July 31, 2002 in the Company's accounting principles and
               practices.

          c.   We  have  no  plans  or  intention that may materially affect the
               carrying  amounts  or  classifications of assets and liabilities.

          d.   There are no material transactions that may materially affect the
               carrying  amounts  or  classifications of assets and liabilities.

          e.   There  are no material losses (such as from obsolete inventory or
               purchase  or  sales  commitments)  that  have  not  been properly
               accrued  or  disclosed  in  the  financial  statements.

          f.   There  are  no  violations  or  possible  violations  of  laws or
               regulations  whose effects should be considered for disclosure in
               the  financial  statements  or  as  a  basis for recording a loss
               contingency,  and there are no other material liabilities or gain
               or  loss  contingencies  that  are  required  to  be  accrued  or
               disclosed.  Also,  we are  not aware of any pending or threatened
               litigation,  claims  or  assessments  or  unasserted  claims  or
               assessments  that  are required to be accrued or disclosed in the
               financial  statements  in  accordance  with  Financial Accounting
               Standards  Board  Statement  No. 5, Accounting for Contingencies,
               and  we  have to consulted a lawyer concerning litigation claims,
               or  assessments.

          g.   The Company has satisfactory title to all owned assets, and there
               are  no  liens  or  encumbrances on such assets nor has any asset
               been  pledged,  except  as disclosed in the financial statements.

          h.   There  are  no  related  party  transactions  including  sales,
               purchases,  loans,  transfers,  leasing arrangements, guarantees,
               and  amounts  receivable  or  the payable to related parties that
               have  not  been  properly  disclosed in the financial statements.

          i.   We  have compiled with all aspects of contractual agreements that
               would  have  a material effect on the financial statements in the
               event  of  noncompliance.


<PAGE>
          j.   To  the best of our knowledge and belief, no events have occurred
               subsequent to the balance-sheet date and through the date of this
               letter  that  would  require  adjustment  to or disclosure in the
               financial  statements.

          k.   We  have  no  knowledge of concentrations existing at the date of
               the  financial  statements that make the entity vulnerable to the
               risk  of  near-term  severe  impact  that  have not been properly
               disclosed  in  the  financial  statements.  We  understand  that
               concentrations  refer to volumes of business, revenues, available
               sources  of  supply,  or  markets  or  geographic areas for which
               events  could  occur  that  would  significantly  disrupt  normal
               finances  within  the  next  year.

          l.   Management  has  identified all significant estimates used in the
               preparation  of  the  financial  statements.

     2.  We  have  advised you of all actions taken at meetings of stockholders,
     board  of  directors,  and  committees of the board of directors, (or other
     similar  bodies,  as  applicable) that may affect the financial statements.

     3.  We  have  responded fully to all inquiries made to us by you doing your
     review.



/s/ Rene Arbic
----------------------------------------------
Rene Arbic - President


<PAGE>