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

                                FORM 10-QSB / A
                                  AMENDMENT 1

                                   (MARK ONE)

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

                  For the quarterly period ended July 31, 2003.

  [_] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
                                     OF 1934
              For the transition period from _________ to ________

                         COMMISSION FILE NUMBER: 0-31229

                            GSI TECHNOLOGIES USA INC.

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


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


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

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

Check whether the issuer (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act of 1934 during the past 12 months (or
for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days. [X]
Yes[ ] No[ ]

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

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


<PAGE>

<TABLE>
<CAPTION>
                                   INDEX TO FORM 10-QSB
                                   --------------------

                           FOR THE QUARTER ENDED JULY 31, 2003
                        -----------------------------------------




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

ITEM 1. FINANCIAL STATEMENTS (UNAUDITED)

Balance Sheet as of July 31, 2003                                                       3

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

Statements of Cash Flows for the Nine Months ended July 31, 2003 and 2002             5-6

Notes to Financial Statements                                                          7-

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

Item 2. Changes in Securities

Item 3. Defaults Upon Senior Securities

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

Item 5. Other Information

Item 6. Exhibits and Reports on Form 8-K

Certifications

Signature

Exhibit 99.1
</TABLE>


                                        2
<PAGE>
<TABLE>
<CAPTION>
                            GSI TECHNOLOGIES USA, INC.
                                  BALANCE SHEET
                                AT JULY 31, 2003
                                   (UNAUDITED)

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

Current Assets
    Cash                                                          $       707
    Receivables - net                                                  81,822
    Other current assets                                                  684
                                                                  ------------

      Total current assets                                             83,214
Property and equipment, net                                           145,682
Other assets                                                            2,453
                                                                  ------------

      TOTAL ASSETS                                                    231,349
                                                                  ============



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

Current Liabilities
    Accounts payable                                                  187,637
    Notes Payable (principally related party)                         403,641
    Other current liabilities                                          38,376
                                                                  ------------

      Total current liabilities                                       629,654

Stockholder's Equity
    Common Stock, class A, $1.00 par value; authorized                      -
      5,000,000 shares; issued and outstanding none
    Common Stock, class B, $.001 par value; authorized                 43,828
      55,000,000 shares; issued and outstanding - 43,827,823
    Paid in Capital                                                 6,573,903
    Accumulated deficit                                            (7,017,167)
    Accumulated other comprehensive income
      Foreign currency translation                                      1,133
                                                                  ------------


      Total Shareholder's Equity (Deficit)                           (398,304)

      TOTAL LIABILITIES AND SHAREHOLDER'S EQUITY                  $   231,349
                                                                  ============
</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 MONTHS AND NINE MONTHS ENDED JULY 31, 2003 AND 2002
                                                (UNAUDITED)

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

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

Gross Profit                                                   -             -        15,000        13,116

Operating Expenses:
    Marketing                                             12,984             -        42,117        24,412
    Salaries and related costs                                 -             -        25,060        38,996
    Rent                                                  14,189             -        38,773        51,426
    Professional fees                                     25,188             -        68,074         9,029
    Consulting                                           162,737             -       284,400             -
    Software development                                 204,787             -       324,326             -
    Depreciation                                           4,257           973         8,913         2,920
    Amortization                                           2,001        23,845        51,018        71,537
    Loss on licensing agreement write off                      -             -       141,133             -
    Other selling, general and administrative             54,392         1,556       175,507        64,890
                                                     ------------  ------------  ------------  ------------
      Total operating expenses                           480,534        26,374     1,159,322       263,210


      Loss before other income (expense)                (480,534)      (26,374)   (1,144,322)     (250,093)

Other income (expense):

    Interest expense (principally related party)          (9,090)       (8,863)      (31,557)      (17,622)

      Total other income (expense)                        (9,090)       (8,863)      (31,557)      (17,622)

                                                     ------------  ------------  ------------  ------------
Net Loss                                                (489,624)      (35,237)   (1,175,878)     (267,715)
                                                     ============  ============  ============  ============

Basic weighted average common shares outstanding      36,862,171    25,802,134    30,622,692    22,869,528
                                                     ============  ============  ============  ============

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


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


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

                                                                              Nine months
                                                                            ended July 31,
                                                                           2003         2002
                                                                       ------------  ----------
<S>                                                                    <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
                                                                       $(1,175,878)  $(267,715)
Net Income (Loss)
Adjustments to reconcile net income (loss) to net cash
 used in operating activities:
    Depreciation and amortization                                           59,931      74,457
    Issuance of stock for contract settlement                                    -      38,996
    Issuance of stock for consulting services                               20,000
    Accrued Interest Expense                                                     -      12,179
    Loss on licensing agreement write off                                  141,133           -

Changes in Operating assets and liabilities:
    Receivables and other current assets                                   (82,506)     (4,871)
    Other assets                                                            (2,453)
    Accounts Payable and Accrued Liabilities                                 7,736     140,937
                                                                       ------------  ----------
Net cash provided by/(used in) operating activities                     (1,032,036)     (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                                     (94,833)          -
                                                                       ------------  ----------
Net cash provided by/(used in) investing activities                        (94,833)          -


CASH FLOWS FROM FINANCING ACTIVITIES:

Proceeds from:
  Notes payable                                                            383,055           -
  Investment proceeds                                                      481,377           -
  Sales of common stock                                                    263,144           -
                                                                       ------------  ----------
Net cash provided by/(used in) financing activities                      1,127,576           -
                                                                       ------------  ----------
Net increase (decrease) in cash and cash equivalents                           707      (6,019)
Cash and cash equivalents, beginning of period                                   -       6,019
                                                                       ------------  ----------

Cash and cash equivalents, end of period                               $       707   $      (0)
                                                                       ============  ==========

SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING AND FINANCING ACTIVITIES:

Issuance of 1 million shares for default payment                            50,000


                                        5
<PAGE>
penalty settlement

Issuance of 2 million shares for settlement of note                        345,808
payable including accrued interest.

Issuance of 10.5 million shares for settlement of                          625,000
investment liability

Issuance of 1,336,800 shares for settlement of                              67,100
accrued financing cost

Purchase of 40% of LTS Networks, Inc.                                          500
</TABLE>


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


                                        6
<PAGE>
                           GSI TECHNOLOGIES USA, INC.
                   NOTES TO THE CONDENSED FINANCIAL STATEMENTS
                                   (UNAUDITED)
                                  JULY 31, 2003


NOTE  1  -BASIS  OF  PRESENTATION

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

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

     The  preparation  of  financial  statements  in  conformity  with generally
accepted  accounting  principles  requires  management  to  make  estimates  and
assumptions  that  affect  the  reported  amounts  of assets and liabilities and
disclosure  of  contingent  assets  and liabilities at the date of the financial
statements  and that effect the reported amounts of revenues and expenses during
the reporting period. Actual results could differ from those estimates.


NOTE  2  -  NET  EARNINGS  (LOSS)  PER  SHARE

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


NOTE  3  -  DETAILS  OF  FINANCIAL  STATEMENT  COMPONENTS

<TABLE>
<CAPTION>
                                          July 31st, 2003
                                          ---------------
<S>                                       <C>
Property and Equipment:

Furniture and fixture                     $        38,934
Computer and other equipment                       45,168
Leasehold improvements                             83,168
Less:  Accum depreciation & amortization           21,588
                                          ---------------
    Property and equipment, net           $       145,682
                                          ===============
</TABLE>


                                        7
<PAGE>
NOTE  3  -  DETAILS  OF  FINANCIAL  STATEMENT  COMPONENTS  (CONTINUED):

<TABLE>
<CAPTION>
<S>                                                  <C>
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)
     July 31, 2003 balance                           $       -

     Amortization expense for the nine month period     47,478
</TABLE>

     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  has  been reflected as a loss in the current year interim financial
     statements.


NOTE  4  -  NOTES  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


                                        8
<PAGE>
NOTE  4 - NOTES PAYABLE (CONTINUED):

ending  April  30,  2003  totaled  $10,519.  This  note  including  all interest
associated  with  it  was  $345,356  at  April 30, 2003. In May 2003 the Company
received  an  additional  $163,144  in  investment proceeds and issued 2 million
shares,  500,000  warrants exercisable at $0.25 and 516,000 warrants exercisable
at  $1.00  for  settlement of the additional proceeds of $163,144 as well as the
original  principal  amount of $330,000 and accrued interest of $15,808 totaling
$345,808.

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 approximately
$302,928  USD at April 30th 2003.  At July 30, 2003 interest of $19,950 has been
accrued  and  reflected  in  the financial statements.  The balance of the note,
including all interest associated with it was approximately $310,930 USD at July
31th  2003.

On  June  19, 2003 the Company signed a promissory note for $100,000 USD with an
unrelated  party.  The  note bears interest of prime plus 2 percent and the term
is  one  year.  The  Company has received $92,075 at July 31, 2003.  At July 31,
2003,  interest  of  $636  has  been  accrued  and  reflected  in  the financial
statements.  The  balance  of  the  note, including interest at July 31, 2003 is
$92,711.

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, 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. On June 19, 2003 the Company issued 6
     million  shares  of  Class  B  Common Stock, 2 million warrants exercisable
     $0.10  and 2 million warrants exercisable at $1.20 to settle the investment
     proceeds  liability  of  $300,000.

     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. From May 1, 2003 to
     June  19,  2003 advances of $62,349 had been received. On June 19, 2003 the
     Company  issued  2.5  million  shares of Class B Common Stock and 2 million
     warrants  to  settle  the  investment  proceeds  liability  of  $125,000.


                                        9
<PAGE>
NOTE  5  -  COMMITMENTS  AND  CONTIGENCIES  (CONTINUED):

     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. From May 1, 2003 to June 19, 2003
     advances  of $20,000 had been received. On June 19, 2003 the Company issued
     2  million  shares of Class B Common Stock and 1 million warrants to settle
     the  investment  proceeds  liability  of  $200,000.

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. During the three month
     period  ending  July  31, 2003, approximately $10,000 in payments were made
     towards  this  debt  and  the  balance  at  July  31,  2003  was  zero.

     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.


                                       10
<PAGE>
NOTE  5  -  COMMITMENTS  AND  CONTIGENCIES  (CONTINUED):

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 $1,175,878
(unaudited)  for  the  nine  months ended July 31, 2003 and a loss of $7,017,167
(unaudited)  since  inception.  As  reported on the statement of cash flows, the
Company incurred negative cash flows from operating activities of $1,032,036 for
the  nine  months  ended  July 31, 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  nine  month  period ending July 31, 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 $28,800 in legal fees from this
firm  in  the  nine  month  period  ending  July  31,  2003  .


                                       11
<PAGE>
NOTE 9 - INCOME TAXES

The  provision  for  taxes  on earnings for the nine months ended July 31, 2003,
consist  of:

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

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

At  July  31,  2003,  the  Company  has a Federal tax net operating loss ("NOL")
carryforward of approximately $6,000,000, 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 of Class B common stock
     in  a  private  placement  for  $100,000.

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

     In May 2003, the Company issued 2 million shares of Class B common stock to
     settle  a note payable in the amount of $345,808 which includes all accrued
     interest  and  an additional receipt of proceeds in the amount of $163,144.


                                       12
<PAGE>
NOTE 10 - SHAREHOLDERS' EQUITY (CONTINUED):

     In  June  2003,  the  Company  issued 10.5 million shares of Class B common
     stock  to  settle  an  investment  proceeds  liabilities  of  $625,000.

     In June 2003, the Company issued 200,000 shares of Class B common stock for
     consulting  services.

     In  June  2003, the Company issued 1,336,800 shares of Class B common stock
     for  settlement  of  an  accrued  financing  cost  liability

     In June 2003, the Company issued 500,000 shares of Class B common stock for
     the  purchase  of  40%  of  LTS  Networks.

NOTE  11  -  WARRANTS  AND  OPTIONS

     In  May  2003, the Company issued 500,000 warrants exercisable at $0.25 and
     516,000  warrants  exercisable  at  $1.00  in  connection  to settle a note
     payable  in  the amount of $345,808 which includes all accrued interest and
     an  additional  receipt  of  proceeds  in  the  amount  of  $163,144.

     In  June  2003, the Company issued 2 million warrants exercisable at $1.20,
     500,000  warrants exercisable at $0.25, 2.5 million warrants exercisable at
     $0.10  and  2 million warrants exercisable at $0.05 in connection to settle
     an  investment  proceeds  liabilities  of  $625,000.

     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:


                                       13
<PAGE>
NOTE  11  -  WARRANTS  AND  OPTIONS  (CONTINUED)

<TABLE>
<CAPTION>
                                                                                      Nine months ended    Nine months ended
FAS 123 "Accounting for stock based compensation                                        July 31, 2003        July 31, 2002
Paragraph 47 (a)
<S>                                                                                  <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
     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)                                                        30.00                42.00
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                          0                    0
employee compensation awards.

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)                                 30.00                42.00



                                                                                      Nine months ended    Nine months ended
                                                                                        July 31, 2003        July 31, 2002
 Net Income after proforma effect                                                            (1,175,878)            (267,715)
Earnings per share after proforma effect                                             $            (0.04)  $             0.00
</TABLE>


                                       14
<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 July
31,  2003,  originally filed on September 22, 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 nine months ending July 31, 2003 and 2002

During  GSI's third quarter from May 1,2003 to July 31, 2003, GSI USA incurred a
loss  of  $489,624  versus  a  loss  of  $35,237 in the same period in 2002. The
increased loss was due to higher operating expenses, specifically consulting and
software  development.

During  GSI's  nine  month's  from  November  1,  2002 to July 31, 2003, GSI USA
incurred  a  loss  of


                                       15
<PAGE>
$1,175,878  versus a loss of $267,715 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

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

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

OPERATING  EXPENSES

     During  the three months ended July 31, 2003, GSI USA has incurred $480,534
in  operating  expenses  versus 26,374 for the same period in 2002. The increase
was  mainly  attributable  to  marketing,  software  costs  and  consulting.

During  the  nine months ended July 31, 2003, GSI USA has incurred $1,159,322 in
operating  expenses versus 263,210 for the same period in 2002. The increase was
mainly  attributable  to marketing, software costs, consulting and the write off
of  unamortized  impaired  licensing  rights.

LIQUIDITY  AND  CAPITAL  RESOURCES

     At  July  31,  2003  GSI  USA  had  $707  in  cash.  Cash used in operating
activities  during the six months ending April 30, 2003 was 1,032,036, which was
mainly  attributable  to  the  net cash loss from operations plus changes in net
operating  assets  and  liabilities.


     Net  Cash  used  in  investing activities during the period was $94,833 for
property  and  equipment.

     Net  Cash  provided  from  financing  activities  during  the  period  was
1,127,576.

     The  result  of  all activities during the nine-month period ending January
31,  2002  was  a  net  increase  of  $707  in  our  cash  position.


MANAGEMENT  DISCUSSION

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

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

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


                                       16
<PAGE>
          To address the changing market and technology landscape, we initiated
a comprehensive review of our position in the industry.  During this exercise we
drew upon the collective experiences of our own team as well as soliciting input
from various individuals we believed to be knowledgeable about the industry.  We
concluded that in order to be in the forefront of the industry we would have to
narrow our business focus and develop an entirely new software package.

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

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

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

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

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

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


                                       17
<PAGE>
          We also revised our pricing and licensing structure.  We will now sell
and  distribute our new software product on a per player software license basis.
This  is  a significant departure from our previous revenue model of territorial
licensing  as  we  believe it better reflects the standard pricing and licensing
model for our industry, and therefore should make our solution more competitive.
In first 3 quarters of fiscal 2003 we spent $300,000 on Research and Development
as  compared  to  nothing  in  all  of  fiscal  2002.

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

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

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

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


                           PART II - OTHER INFORMATION

ITEM  1.  LEGAL  PROCEEDINGS

None

ITEM  2.  CHANGES  TO  AUTHORIZED  SHAREHOLDERS'  CAPITAL

None

ITEM  3.  DEFAULTS  UPON  SENIOR  SECURITIES

None.

ITEM  4.  SUBMISSION  OF  MATTERS  TO  VOTE  OF  SECURITY  HOLDERS

None.

ITEM  5.  OTHER  INFORMATION

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


                                       18
<PAGE>

            We  are  currently  negotiating  the sale of approximately 600 units
including  Polaroid  42"  Digital  plasma  screens,  compact  computers and DMLS
software  licenses.  If  concluded  on  the  proposed terms we expect to make an
approximate  gross  profit  in excess of $500,000 on these sales.   No assurance
can  be  given  that  the  negotiations  will result in any sale or that we will
ultimately  make  any  profit  on  this  transaction.

     In May 2003, the Company issued 2 million shares of Class B common stock to
     settle  a note payable in the amount of $345,808 which includes all accrued
     interest  and  an additional receipt of proceeds in the amount of $163,144.

     In  June  2003,  the  Company  issued 10.5 million shares of Class B common
     stock  to  settle  an  investment  proceeds  liabilities  of  $625,000.

     In June 2003, the Company issued 200,000 shares of Class B common stock for
     consulting  services.

     In  June  2003, the Company issued 1,336,800 shares of Class B common stock
     for  settlement  of  an  accrued  financing  cost  liability

     In June 2003, the Company issued 500,000 shares of Class B common stock for
     the  purchase  of  40%  of  LTS  Networks.

MANAGEMENT

          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.  Mr. Addison's contract is
valid  for  one  year  period.

     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.


                                       19
<PAGE>
CERTIFICATION

I,  Gilles  Addison,  hereby  certifie  that:

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

     Based on my knowledge, this report does not contain any untrue statement of
          a  material  fact,  or omit to state a material fact necessary to make
          the  statements  made,  in light of the circumstances under which such
          statements  were  made,  not  misleading  with  respect  to the period
          covered  by  this  report;  and

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

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

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

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

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

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


Date:  October 23rd, 2003

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



                                       20
<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:  October 23rd, 2003        GSI TECHNOLOGIES USA INC.





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



                                       21
<PAGE>