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 April 30, 2003.

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

                         COMMISSION FILE NUMBER: 0-31229

                            GSI TECHNOLOGIES USA INC.

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


              Delaware                                    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 June 12, 2003, there were 29,291,023 shares of the issuer's $.001 par
value common stock issued and outstanding

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


<PAGE>
                              INDEX TO FORM 10-QSB
                       -----------------------------------
                      FOR THE QUARTER ENDED APRIL 30, 2003
                      ------------------------------------



                                                                            PAGE
PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS (UNAUDITED)
Balance Sheet as of April 30, 2003                                             3

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

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

Notes to Financial Statements for the Six Months Ended April 30, 2003.         6

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

PART II. OTHER INFORMATION

Item 1. Legal Proceedings                                                     11

Item 2. Changes in Securities                                                 11

Item 3. Defaults Upon Senior Securities                                       11

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

Item 5. Other Information                                                  11-12

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

Certifications                                                                13

Signature                                                                     14

Exhibit 99.1                                                                  15


                                        2
<PAGE>
<TABLE>
<CAPTION>
                           GSI TECHNOLOGIES USA, INC.
                                  BALANCE SHEET
                                AT APRIL 30, 2003
                                   (UNAUDITED)

                                     ASSETS
                                     ------
<S>                                                            <C>
Current Assets
  Cash and cash equivalents                                    $     2,103
  Receivables, net                                                  42,447
  Prepaid expenses                                                   2,442
                                                               ------------
    Total current assets                                            46,991
Property and equipment, net                                         77,646
Other assets                                                         2,791
                                                               ------------
    TOTAL ASSETS                                                   127,428
                                                               ============




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

Current Liabilities
  Accounts payable and accrued expenses                            121,007
  Notes Payable                                                    330,000
  Investment proceeds liability                                    648,068
                                                               ------------
    Total current liabilities                                    1,099,074

 Stockholder's Equity
  Common Stock, class A, $1.00 par value; authorized                     -
    5,000,000 shares; issued and outstanding none
  Common Stock, class B, $.001 par value; authorized                29,291
    55,000,000 shares; issued and outstanding - 29,291,023
  Paid in Capital                                                5,395,719
  Deficit accumulated during the development stage              (6,397,045)
  Accumulated other comprehensive income                               388
                                                               ------------

    Total Shareholder's Equity                                    (971,647)

     TOTAL LIABILITIES AND SHAREHOLDER'S EQUITY                $   127,428
                                                               ============
</TABLE>

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


                                        3
<PAGE>
<TABLE>
<CAPTION>
                                         GSI TECHNOLOGIES USA INC
                                          STATEMENT OF OPERATIONS
                     FOR THE THREE MONTHS AND SIX MONTHS ENDED APRIL 30, 2003 AND 2002
                                                (UNAUDITED)

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

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

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

Operating Expenses:
       Marketing                                          31,920        16,051        33,303        24,412
       Salaries and related costs                              -             -             -        38,996
       Rent                                               24,642        13,703        30,388        51,426
       Software costs                                    120,073       120,073
       Professional fees                                  38,133         2,457        55,367         9,029
       Consulting                                         68,576             -       112,418             -
       Depreciation                                        2,942           973         4,022         1,947
       Amortization                                        4,504        23,845        28,243        47,691
       Loss on licensing agreement write off             164,872             -       164,872             -
       Other selling, general and administrative          45,420        19,271        65,189        47,375
                                                     ------------  ------------  ------------  ------------
          Total operating expenses                       501,082        76,300       613,876       220,876

          Loss before other income (expense)            (486,082)      (76,300)     (598,876)     (207,759)

Other income (expense):
       Interest income (principally related party)
       Interest expense (principally related party)      (60,099)       (4,417)      (71,968)       (8,759)
       Foreign exchange gain/(loss)                                    (24,529)                    (15,960)
       Equity in net earnings (loss) of affiliates             -             -             -             -
                                                     ------------  ------------  ------------  ------------
          Total other income (expense)                   (60,099)      (28,946)      (71,968)      (24,719)


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

Net Loss                                                (546,181)     (105,246)     (670,843)     (232,479)
                                                     ============  ============  ============  ============

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

Basic and diluted Loss per common share              $     (0.02)  $     (0.01)  $     (0.02)  $     (0.01)
                                                     ============  ============  ============  ============
</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 SIX MONTHS ENDED APRIL 30, 2003 AND 2002
                                  (UNAUDITED)

                                                           For the six months
                                                            ended April 30,
                                                         ----------------------
                                                            2003        2002
                                                         ----------  ----------
<S>                                                      <C>         <C>
CASH FLOWS FROM OPERATING ACTIVITIES:

Net Income (Loss)                                        $(670,843)  $(232,479)
Adjustments to reconcile net income (loss) to net cash
 used in operating activities:
  Depreciation and amortization                             32,265      49,638
  Issuance of stock for contract settlement                      -      38,996
  Issuance of stock for interest/penalty                    50,000
  Accrued Interest Expense                                       -       8,759
  Loss on licensing agreement write off                    164,872           -

Changes in Operating assets and liabilities:
  Receivables and other current assets                     (44,889)     (4,871)
  Other assets                                              (2,791)
  Accounts Payable and Accrued Liabilities                (113,066)    133,939
                                                         ----------  ----------

Net cash provided by/(used in) operating activities       (584,451)     (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                       (22,871)          -
                                                         ----------  ----------

Net cash provided by/(used in) investing activities        (22,871)          -

CASH FLOWS FROM FINANCING ACTIVITIES:

Proceeds from:
  Notes payable                                                  -           -
  Investment proceeds                                      504,445           -
  Sales of common stock                                    104,980           -
                                                         ----------  ----------

Net cash provided by/(used in) financing activities        609,425           -
                                                         ----------  ----------

Net increase (decrease) in cash and cash equivalents         2,103      (6,019)
Cash and cash equivalents, beginning of period                   -       6,019
                                                         ----------  ----------

Cash and cash equivalents, end of period                 $   2,103   $      (0)
                                                         ==========  ==========
</TABLE>

SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING AND FINANCING ACTIVITIES:
           None


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

                   NOTES TO THE CONDENSED FINANCIAL STATEMENTS
                                   (UNAUDITED)
                                 APRIL 30, 2003

NOTE  1  -BASIS  OF  PRESENTATION

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

     These  financial  statements should be read in conjunction with the audited
financial  statements  and  footnotes  thereto included in GSI Technologies USA,
Inc.'s  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  -  IMPAIRMENT  AND  WRITE  OFF  OF  LICENSING  RIGHTS

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

NOTE  4  -  GOING  CONCERN

     The  accompanying  financial  statements  have  been  prepared assuming the
Company  will  continue  as a going concern.  The Company reported a net loss of
$670,843  for  the  six months ended April 30, 2003 (unaudited).  As reported on
the  statement  of  cash  flows,  the  Company incurred negative cash flows from
operating  activities  of  $584,451  for  the  six  months  ended April 30, 2003
(unaudited).  Continuation  of  the  Company  as  a going  concern is  dependent
upon  obtaining  sufficient  working  capital  for  its  planned  activity.
Additional  capital and/or borrowings will be necessary in order for the Company
to  continue  in existence until attaining and sustaining profitable operations.
The Company is aggressively pursuing strategic alliances which will bring a cash
infusion,  restructuring  and  forward  looking  business  plan.


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

FORWARD LOOKING STATEMENTS.

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

OVERVIEW

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

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

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

RESULTS  FROM  OPERATIONS

Three  and  six  months  ending  April  30,  2003  and  2002

During  GSI's  second  quarter  from February 1, 2003 to April 30, 2003, GSI USA
incurred  a  loss  of  $546,181  versus a loss of $105,246 in the same period in
2002.

During  GSI's  six  months  from  November  1,  2002  to April 30, 2003, GSI USA
incurred  a  loss  of  $670,843  versus a loss of $232,479 in the same period in
2002.

REVENUES

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

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


                                        7
<PAGE>
OPERATING  EXPENSES

     During the three months ended April 30, 2003, GSI USA has incurred $501,082
in  operating  expenses  versus 76,300 for the same period in 2002. The increase
was  mainly  attributable  to  software  costs,  consulting and the write off of
unamortized  impaired  licensing  rights.

     During  the  six months ended April 30, 2003, GSI USA has incurred $613,876
in  operating  expenses versus 220,876 for the same period in 2002. The increase
was  mainly  attributable  to  software  costs,  consulting and the write off of
unamortized  impaired  licensing  rights.

LIQUIDITY  AND  CAPITAL  RESOURCES

     At  April  30,  2003  GSI  USA  had  $2,103 in cash. Cash used in operating
activities  during  the  six months ending April 30, 2003 was 584,451, 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 an amount of
$22,871,  which  was  for  purchases  of  business  equipment

     Net  Cash provided from financing activities during the period was 609,425.

     The  result  of all activities during the six-month period ending April 30,
2003  was  a  net  increase  of  $2,103  in  our  cash  position.


MANAGEMENT  DISCUSSION  AND  ANALYSIS

          GSI  Technologies USA Inc. was created in 1998, as a sister company to
GSI  Canada created in 1995, with goals of supplying complete turn-key solutions
to  out-of-home  advertising network operators. The company's offering went from
digital  signage  network  management  software to installed screen, displays or
street  furniture,  interacting  with  targeted audiences. GSI was then offering
integration  of  network  services  but  dealing  with  hardware  suppliers  for
integration  of  computers  and  screens  (plasma,  LCD,  LED  or plain TV set).

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

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

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

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


                                        8
<PAGE>
cost-effective  solution,  and  to exploit the areas of clearest opportunity. We
see  signs  of  recovery  in  certain  key  market  areas.

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

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

          Previously, we had operated under a master license acquired in October
1999  from  our  Canadian  affiliate,  (3529363  Canada  Inc.,  also know as GSI
Canada). GSI Canada experienced severe financial difficulties, which resulted in
it  being  put  under  the supervision of a trustee in May 2001. We subsequently
notified  the  GSI  Canada  Trustee  and  principals that we believe they can no
longer  realistically  fulfill  the  terms  and conditions of the Master License
Agreement  and  we  therefore consider that agreement null and void. No response
has  been  received.

          As  a  result of such events, the Company made a strategic decision to
undertake an entirely new proprietary solution development program using a third
party,  LTS Networks. LTS Networks, a Montreal-based Corporation, is specialized
in  Network Management and R&D software development. GSI has given LTS a mandate
to  develop  an  entirely  new  family of digital distribution products from the
ground up. The Company has also purchased a 40% equity interest in LTS Networks.

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

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

          The  Company  will also, in some cases, offer Network Software Managed
Services,  Integration  Services  and  Hardware through various partnerships and
strategic  alliances. GSI will no longer supply or manufacture street furniture.
We  will  continue  to  leverage  our  market  knowledge  to  provide  strategic
consultant  services  for  turnkey  digital  signage  solutions.

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

          Our  business model has changed considerably based on our relationship
with  Clear  Channel  International (CCI), a long-standing strategic partner and
customer.  CCI  is  one of the world's largest out-of-home media and advertising
groups,  with  operations  in  over  60 countries around the globe. We have been
supporting  two special projects in the Cities of Bristol and Swindon in England
and  the City of Nantes in France. Our working relationship with CCI has allowed
us  to  redesign  a  new  digital signage software solution for enterprise scale
application.


                                        9
<PAGE>
          In  May  2003,  GSI delivered to Clear Channel International its newly
released  version of DMLS.  Based on our working relationship, we have agreed to
design  a  specific  content  manager  application  in  conjunction  with  CCI's
specifications.  We  have  organized  a  working  focus  group,  including  LTS
Networks' R&D team, CCI's R&D Managers and GSI's Product team, to participate in
weekly  revision  meetings  in  order  to refine the interface of our new module
application.  At  end  of  June  2003,  GSI  is scheduled to deliver the content
manager  application  to  CCI  for the purpose of test application in the unique
"City  of Nantes (France) pilot project", involving a variety of Digital Signage
products  including  LED  screens,  interactive  busshelter  kiosks  and  Plasma
screens.  After  completing  the market test of the content manager application,
we  are scheduled to deliver our fully functional Digital Media Logistics Suite,
including  specific  Content Manager Application at the end of August 2003.  CCI
is  currently  waiting  for  GSI's  August  release  to roll out a comprehensive
development  plan  for  Digital  Signage implementation in many other countries.

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

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

          In  July 2002, we completed a Letter of Intent with a California-based
corporation  specializing  in  Internet market content.  The Agreement calls for
the  client  to  install  a  network  of  full  motion  video  plasma screens in
approximately  200  preferred  locations  in  the  United  States.  We have been
informed  that our client has succeeded in securing over 100 locations.  In July
2003,  our  client  will start implementing the first phase for 35 locations and
will continue to build up the network till end of year 2003.  We have negotiated
a  10-year  licensing agreement starting when the Network begins its operations.
Network  management  and  content  production  contracts  are  currently  been
negotiated.

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

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

          In  May  2003,  we initiated negotiations with Arcanes Technologies, a
France  based  corporation  to  act as sales agent to distribute our new line of
products  in  France.

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


                                       10
<PAGE>
                           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

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

          In  May  2002,  GSI entered into a loan agreement with a private party
for  a  sum of $330,000.00, bearing interest at prime rate + 2%.  In March 2003,
GSI  issued  1,000,000  shares  as  a  penalty  on  this loan.  In May 2003, GSI
authorize  the  issuance  of 2,000,000 shares at a price per share of $0.25 plus
500,000  warrants exercisable at $0.25 and 516,000 warrants exercisable at $1.00
in  consideration of the conversion of this loan plus a supplementary investment
of $165,000.  The investor is Mr. Craig Perry who became a Director on April 28,
2003.

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

     In  November  2002, Worldwide Business Consultants S.A., agreed to invest a
total  of  $125,000  to  be  injected  from  November 2002 to February 2003. The
investment  has  been completed. In June 2003, Worldwide Business Consultants SA
will  receive  2,500,000  shares  at  a  price per share of $0.05 plus 2,000,000
options  exercisable  at  $0.05.

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

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

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

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


                                       11
<PAGE>
     In  June  2003,  GSI will issue 1,336,800 shares to 4136306 Canada Inc. for
conversion  of  outstanding  promissory  notes  dated  June  2002.

     The  Company's  CEO  was  not  hired until after the period covered by this
report.  Accordingly, he is not in a position to sign any certifications related
to  this  report.  Therefore,  the  Board  of  Directors  authorized,  by way of
resolution,  the  Chairman  of the Board, Mr. Craig Perry, to sign all necessary
filing  documents  for  the  period  ending  April  30,  2003.

MANAGEMENT

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

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

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

     In  June  2003,  the Board of Directors appointed Mr. Gilles Addison to the
position  of  President  and  Chief  Executive  Officer.

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

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


ITEM  6.  EXHIBITS  AND  REPORTS  ON  FORM  8-K

The  following  exhibits  are  contained  in  this  10-QSB:

99.1  Sarbans-Oxley  Certifications.


                                       12
<PAGE>
CERTIFICATION

I,  Craig  Perry,  hereby  certify  that:

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

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

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

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

               Designed  such  disclosure controls and procedures to ensure that
                    material information relating to the issuer is made known to
                    me,  particularly  during  the  period in which the periodic
                    reports  are  being  prepared;
               Evaluated  the  effectiveness of the issuer's disclosure controls
                    and  procedures  as  of  April  30,  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:  June 18, 2003


_____________________________
Craig Perry
Chairman of the Board


                                       13
<PAGE>
SIGNATURES

Pursuant  to  the  requirements  of  the  Securities  Exchange  Act of 1934, the
Registrant  has  duly  caused  this  report  to  be  signed on its behalf by the
undersigned  thereunto  duly  authorized.


          Dated:  June 18, 2003              GSI TECHNOLOGIES USA INC.


                            By:   /s/ Craig Perry
                          ------------------------------
                                 Craig Perry
                                 Chairman of the Board


                                       14
<PAGE>