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 JANUARY 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 Street, 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 February 28, 2003, there were 26,291,023 shares of the issuer's $.001 par
value  common  stock  issued  and  outstanding

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


<PAGE>
                              INDEX TO FORM 10-QSB
                              --------------------
                    For the Quarter Ended January 31st, 2003
                      -----------------------------------


                                                                            PAGE
                                                                            ----
PART  I.  FINANCIAL  INFORMATION

Item  1.  Financial  Statements  (Unaudited)

          Balance Sheet as of January 31st, 2003                               3

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

          Statements of Cash Flows for Three Months
            Ended January 31st, 2003 and 2002                                  5

          Notes to Financial Statements for the                            6 - 7
            three Months Ended January 31, 2003.

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


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


                                     ASSETS
                                     ------

<S>                                                            <C>
Current Assets
Cash and cash equivalents                                      $   194 329
  Receivables, net                                                   5 014
                                                               ------------
    Total current assets                                           199 343
Property and equipment, net                                         67 889
Intangible assets, net                                             164 872
Other assets                                                        31 548
                                                               ------------
    TOTAL ASSETS                                                   463 651
                                                               ============

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


Current Liabilities
  Accounts payable                                                  93 579
  Notes Payable                                                    186 377
  Investment proceeds liability                                    625 785
  Other current liabilities                                        138 356
                                                               ------------
    Total current liabilities                                    1 044 096

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                26 291
       55,000,000 shares; issued and outstanding - 26,291,023
  Paid in Capital                                                5 243 740
  Deficit accumulated during the development stage              (5 850 864)
  Accumulated other comprehensive income                               388
                                                               ------------
    Total Shareholder's Equity                                    (580 445)

     TOTAL LIABILITIES AND SHAREHOLDER'S EQUITY                $   463 651
                                                               ============
</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 ENDED JANUARY 31st, 2003 AND 2002
                                  (UNAUDITED)


                                                           Three months
                                                         ended January 31,
                                                     --------------------------
                                                         2003          2002
                                                     ------------  ------------
<S>                                                  <C>           <C>
Revenues                                             $         -   $    23 750

Cost of Sales                                                  -        10 634
                                                     ------------  ------------
Gross Profit                                                   -        13 116

Operating Expenses:
       Marketing                                           1 383         8 361
       Salaries and related costs                              -        38 996
       Rent                                                5 746        37 723
       Professional fees                                  17 234         6 572
       Consulting                                         43 842             -
       Depreciation                                        1 080           973
       Amortization                                       23 739        23 846
       Other selling, general and administrative          19 769        28 104
                                                     ------------  ------------
          Total operating expenses                       112 793       144 574

          Loss before other income (expense)            (112 793)     (131 458)

Other income (expense):
       Interest income (principally related party)
       Interest expense (principally related party)      (11 869)       (4 342)
       Foreign exchange gain/(loss)                                      8 569
       Equity in net earnings (loss) of affiliates             -             -
                                                     ------------  ------------
          Total other income (expense)                   (11 869)        4 227

                                                     ------------  ------------
Net Loss                                                (124 662)     (127 231)
                                                     ============  ============
Basic weighted average common shares outstanding      26 291 023    25 461 917
                                                     ============  ============

Basic and diluted Loss per common share              $     (0,00)  $     (0,00)
                                                     ============  ============
</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 MONTHS ENDED JANAURY 31st, 2003 AND 2002
                                  (UNAUDITED)


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

Net Income (Loss)                                             $  (124 662)  $  (127 231)
Adjustments to reconcile net income (loss) to net cash
 used in operating activities:
  Depreciation and amortization                                    24 819        24 819
  Issuance of stock for contract settlement                             -        38 996
  Accrued Interest Expense                                              -         4 060

Changes in Operating assets and liabilities:
  Receivables and other current assets                             (5 014)       26 593
  Other assets                                                    (31 548)
  Accounts Payable and Accrued Liabilities                          2 699        35 979
                                                              ------------  ------------
Net cash provided by/(used in) operating activities              (133 706)        3 215


CASH FLOWS FROM INVESTING ACTIVITIES:

Net cash provided by/(used in) investing activities
  Loan Receivable, principally related parties                          -        (8 270)
  Purchase of property and equipment                               (5 667)            -
                                                              ------------  ------------
Net cash provided by/(used in) investing activities                (5 667)       (8 270)

CASH FLOWS FROM FINANCING ACTIVITIES:

Proceeds from:
  Notes payable                                                  (148 460)            -
  Investment proceeds                                             482 162             -
  Sales of common stock                                                 -             -
                                                              ------------  ------------
Net cash provided by/(used in) financing activities               333 702             -
                                                              ------------  ------------
Effect of exchange rate changes on cash and cash eqivalents             -             -

Net increase (decrease) in cash and cash equivalents              194 329        (5 055)
Cash and cash equivalents, beginning of period                          -         6 019
                                                              ------------  ------------
Cash and cash equivalents, end of period                      $   194 329   $       964
                                                              ============  ============
</TABLE>

SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING AND FINANCING ACTIVITIES:

               None


                                        5
<PAGE>
                           GSI TECHNOLOGIES USA, INC.
                      (A COMPANY IN THE DEVELOPMENT STAGE)
                   NOTES TO THE CONDENSED FINANCIAL STATEMENTS

                                   (Unaudited)

                               Janurary 31st, 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  10-KSB  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 - 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
$124,662  for  the three months ended January 31, 2003 (unaudited).  As reported
on  the  statement  of cash flows, the Company incurred negative cash flows from
operating  activities  of  $133,706  for  three  months  ended  January 31, 2003
(unaudited).  Continuation  of  the Company as a going concern is dependent upon
obtaining  sufficient  working  capital  for  its  planned activity.  Additional
capital and/or borrowings will be necessary in order for the Company to continue
in  existence until attaining and sustaining profitable operations.  The Company
is  aggressively pursuing strategic alliances, which will bring a cash infusion,
restructuring  and  forward  looking  business  plan.


                                        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, 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.


<PAGE>
                                    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 users 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 consumers on
  a daily basis and permits its clients to measure the impact of their ads by
                         interacting with the consumer.


RESULTS  FROM  OPERATIONS

3 months ending January 31, 2003 and 2002

During GSI's first quarter from November 1st, 2002 to January 31st, 2003, GSI
USA incurred a loss of $124,662 versus a loss of $127,231 in the same period in
2001.

REVENUES

     ZERO  in  revenue  was  recognized  during the current year quarter, versus
$23,750  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-licensee  is  granted its sub-license.  GSI USA has incurred  ZERO in direct
operating  cost  for  the current quarter, versus 10,634 for the same quarter in
the  prior  year.


OPERATING  EXPENSES

     During  the  three  months  ended  January  31,  2003, GSI USA has incurred
$112,793  in  operating expenses versus 144,574 for the same period in 2001. The
decrease  was  mainly  attributable  to  lower  rent  due  to  relocation of our
corporate  office


LIQUIDITY AND CAPITAL RESOURCES

     At  January  31,  2003 GSI USA had $194,329 in cash. Cash used in operating
activities  during  the  three months ending January 31, 2003 was 133,706, 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 $5,667, which was used for the
purchase  of  business  equipment

     Net  Cash provided from financing activities during the period was 333,702.

     The  result  of all activities during the three-month period ending January
31, 2002 was a net decrease of $194,329 in our cash position.


<PAGE>
MANAGEMENT  DISCUSSION  AND  ANALYSIS

GSI  USA  TECNOLOGY  DIRECTIONS

The Company has terminated the previous relationship with our affiliate 3529-363
Canada  Inc., 'GSI Canada', due to their inability to provide the technology and
services  required  pursuant to the terms of the Master Licensing Agreement.  We
have legally informed the management of 3529-363 Canada Inc. through the trustee
of  the  following:   Due  to  material  breach of several clauses of the Master
Licensing Agreement dated October 1999 and the inability to provide services and
support as stipulated in the agreement, for more than one year, GSI Technologies
USA  Inc.  has  decided  to  terminate  the  contract  and  relationship.

GSI  Technologies  USA  Inc.  has entered into relationship with LTS Networks, a
Corporation  specialized  in  Network  management  and R&D software development.
The  Corporation  has  given  LTS a mandate to develop an entirely new family of
digital  distribution products from the ground up.  GSI USA over the past couple
of  years  has  acquired experience in serving digital network operators through
various  pilot  projects, therefore we believe our specifications will serve our
customers  more  adequately.  Furthermore,  we currently anticipate offering the
first  phase  of  our  products  by  the  beginning  of  May  2003.

We  have  received  significant  interest  from  potential  customers as well as
building  our  relationship  with  a  client,  Clear Channel International.   We
believe  we  have  made  great  strides in restructuring the Company and we have
completed  a  large  part  of our rebuilding phase with the goal of offering our
customers  and  shareholders  a  corporation  with  value  based  upon  its  own
proprietary  technology.

The  markets' appetite for digital signage's solution has increased considerably
and  many  media  operators  are seeking to find a management solution that will
give  them  the  best  value  for  their  investment.

Retail outlets and public facilities have begun to recognize the significance of
their potential of reaching large numbers of viewers on a daily basis.  They are
beginning  to  realize that they can increase their own revenue base by offering
information  content about their services as well as generating revenues through
recurring  advertising  revenues.

We  believe  our  turn key solution has all the necessary tools to meet  the new
emerging  needs  of  the  industry.

We  have  initiated and are pursuing discussions with potential partners for new
equity and strategic alliances.  We anticipate results during  the first half of
2003.

In  July  2002,  we  completed  a  letter  of  Intent  with  a  California based
corporation  specializing  in  Internet market content.  The agreement calls for
the  client  to  install  a  network  of  full  motion  video  plasma screens in
approximately  200 preferred locations in the United States.  As of year-end, we
have  been  informed that our client has succeeded in sign up over 100 locations
and  anticipates  starting installation during March 2003.  We have negotiated a
10  year  licensing  agreement  starting when the Network begins its operations.
Network  management  and  content  production  contract  are  currently  been
negotiated.


                           PART II - OTHER INFORMATION

ITEM  1.  LEGAL  PROCEEDINGS

In  March 2002, a former Director and Officer along with another former employee
of  the  Company  obtained  a  judgment  against  the  Company  in the amount of
$140,000.00 USD. The management of our corporation has successfully concluded an
out  of  court  settlement for $20,000.00 CDN, approximately $13,400.00 USD. The
Company  has  obtained  a  signed  settlement  and  release  agreement  from the
plaintiffs.



<PAGE>
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 10-K :  On February 4th, 2002, we became delinquent because we were
late  filing  our annual 10-KSB report.  On March 5th, 2002, we were temporarily
delisted from the OTCBB.  On March 8th, 2002, we filed our 10-KSB report for the
period ending October 31, 2001.  Since then, we have filed all of our reports on
time.  We  are  currently  responding  to comments from the NASD pursuant to the
fling  of  our  Form  C2-11  in Fall 2002. We anticipate obtaining approval from
regulatory  authorities  shortly.

On  May  2002, GSI entered into a loan agreement with private party for a sum of
$330,000.00 USD, at bearing interest of prime rate + 2%.

In  Fall  2002,  GSI  completed  a  loan  agreement  with  a  private investment
corporation  for  a bridge loan of $300,000.00 USD, which could become an equity
investment  by  spring  2003,  conditional  to  due  diligence  and  approval of
regulatory  authorities.  These  funds  were  utilized to resolve pending issues
with  payables  under  governance  of  a  law  firm.

On  December 2002, GSI entered into a loan agreement with private individual for
an  amount  of  $320,000.00 USD which could be converted into equity, subject to
approval  of  regulatory  authorities.

In  end  of  December  2002,  GSI entered into an agreement with LTS Networks to
eventually  participate  in  the  share  capital  structure  of the corporation.
Subject  to  complete  due  diligence  and  standard  accounting  policies,  we
anticipate  closing  by  end  of  next  quarter.

As  of  February  7,  2003  Mr.  Ren  Arbic  resigned from his position as Chief
Executive Officer of GSI Technologies USA Inc.  Our board directors is currently
evaluating  candidates  for  his  replacement.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

The following exhibits are contained in this 10-QSB:

None.


<PAGE>
CERTIFICATION

I, Ren Arbic, hereby certifies that:

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

     2.   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

     3.   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.

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

          (i)  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;
          (ii) Evaluated the effectiveness of the issuer's disclosure controls
               and procedures as of January 31, 2003; and
          (iii) Presented in the report our conclusions about the effectiveness
               of the disclosure controls and procedures based on my evaluation
               as of the Evaluation Date;

     5.   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):

          (i)  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
          (ii) Any fraud, whether or not material, that involves management or
               other employees who have a significant role in the issuer's
               internal controls; and

     6.   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: March 24, 2003

/r/ Rene Arbic
---------------------------------
Rene Arbic, Chairman of the Board


                                       14
<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:  March 24, 2003              GSI TECHNOLOGIES USA INC.




                                            By:   /s/ Marie El-Ahmar Eid
                                            --------------------------------
                                                   Marie El-Ahmar Eid
                                                 Secretary of the Board


                                       15
<PAGE>