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 October 31, 2001.

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

               For the transition period from _________ to ________

COMMISSION FILE NUMBER: 0-31229

                            GSI TECHNOLOGIES USA INC.
        ---------------------------------------------------------------
        (Exact name of small business issuer as specified in its charter)

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

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

                                 (514) 940-5262
                ------------------------------------------------
                (Issuer's Telephone Number, including Area Code)

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

     As of September 14,2001, there were 21,076,636 shares of the issuer's $.001
par  value  common  stock  issued  and  outstanding

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


                                                                               1
<PAGE>
                            GSI TECHNOLOGIES USA INC.
                      (A COMPANY IN THE DEVELOPMENT STAGE)
                          NOTES TO FINANCIAL STATEMENTS
                            OCTOBER 31, 2001 AND 2000




                                                                            PAGE


PART I. FINANCIAL INFORMATION

Item 1. Financial Statements
     Balance Sheet as of October 31st 2001                                    3


     Statements of Cash Flows for Three and Nine Months
     and Since Inception To October 31st, 2001 and 2000                       5

     Notes to Financial Statements for the                                 9-17
     Nine Months Ended October 31st, 2001.

Item 2. Management's Discussion and Analysis                              18-25

PART II. OTHER INFORMATION                                                   26
Item 1. Legal Proceedings

Item 2. Changes in Securities                                                26

Item 3. Defaults Upon Senior Securities                                      26

Item 4. Submission of Matters to a Vote of Security Holders                  26

Item 5. Other Information                                                    27

Item 6. Exhibits and Reports on Form 8-K                                     27

Signature                                                                    28


                                                                              2
<PAGE>
<TABLE>
<CAPTION>
                                           GSI TECHNOLOGIES USA INC.
                                     (A COMPANY IN THE DEVELOPMENT STAGE)
                                         NOTES TO FINANCIAL STATEMENTS
                                           OCTOBER 31, 2001 AND 2000

                                                                         October 31, 2001    October 31, 2000
                                                                        ------------------  ------------------
<S>                                                                     <C>                 <C>

                                     ASSETS
                                     ------

Current Assets
  Cash and cash equivalents                                             $           6 019   $           4 404
  Receivables, net (principally related party)                                  1 619 292           3 096 664
  Other current assets                                                                  -                 918
                                                                        ------------------  ------------------

    Total current assets                                                        1 625 311           3 101 986
Property and equipment, net                                                        36 248              40 568
Intangible assets, net                                                            283 567             378 522
Other assets                                                                       19 908              61 104
                                                                        ------------------  ------------------

    TOTAL ASSETS                                                                1 965 034           3 582 180
                                                                        ==================  ==================

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

Current Liabilities
  Accounts payable                                                                733 080             531 319
  Deferred Revenue                                                                 17 500
  Notes Payable (principally related party)                                        68 273           2 822 720
  Other current liabilities                                                       176 321              56 385
                                                                        ------------------  ------------------

    Total current liabilities                                                     995 174           3 410 424

 Stockholder's Equity
  Common Stock, class A, $1.00 par value; authorized                                    -                   -
       5,000,000 shares; issued and outstanding none in 2001 and 2000
  Common Stock, class B, $.001 par value; authorized                               24 502              20 544
       55,000,000 shares; issued and outstanding - 24,502,134 and
       20,543,636 shares respectfully
  Paid in Capital                                                               5 118 419           1 748 131
  Receivable from the sale of stock                                                     -             (13 200)
  Deficit accumulated during the development stage                             (4 173 450)         (1 584 105)
  Accumulated other comprehensive income                                              388                 386
                                                                        ------------------  ------------------

    Total Shareholder's Equity                                                    969 859             171 756

    TOTAL LIABILITIES AND SHAREHOLDER'S EQUITY                          $       1 965 034   $       3 582 180
                                                                        ==================  ==================
</TABLE>


                                                                               3
<PAGE>
<TABLE>
<CAPTION>
                                           GSI TECHNOLOGIES USA INC.
                                     (A COMPANY IN THE DEVELOPMENT STAGE)
                                         NOTES TO FINANCIAL STATEMENTS
                                           OCTOBER 31, 2001 AND 2000

                                                                                                  Period of
                                                                                                  inception
                                                         Year Ended          Year Ended       July 06, 1998 to
                                                      October 31, 2001    October 31, 2000    October 31, 2001
                                                     ------------------  ------------------  ------------------
<S>                                                  <C>                 <C>                 <C>
Revenues                                             $         229 793   $         596 409   $         826 202

Cost of Sales                                                  121 797             469 416             591 213
                                                     ------------------  ------------------  ------------------

Gross Profit                                                   107 997             126 993             234 990

Operating Expenses:
       Marketing                                                92 298             209 739             302 037
       Management and administrative fees                      707 533             506 722           1 214 255
       Salaries and related costs                              229 770              99 825             329 595
       Rent                                                    250 904             114 313             365 217
       Financing expense                                        15 000              30 342             174 132
       Professional fees                                        91 992              42 044             212 352
       Consulting                                               31 914             304 647             336 561
       Depreciation                                              3 893                 393               4 286
       Amortization                                             95 382              95 062             191 745
       Travel                                                   46 361               9 529              55 890
       Other selling, general and administrative               187 791              71 482             309 505
                                                     ------------------  ------------------  ------------------
          Total operating expenses                           1 752 839           1 484 098           3 495 575

          Loss before other income (expense)                (1 644 842)         (1 357 105)         (3 260 586)

Other income (expense):
       Interest income (principally related party)             317 275              76 760             394 035
       Interest expense (principally related party)           (111 596)            (45 121)           (156 717)
       Loss on Affiliate Note Receivable                    (1 033 652)
       Equity in net earnings (loss) of affiliates             (25 000)
       Foreign exchange gain (loss)                            (54 562)
       Loss on disposal of assets                              (36 968)

                                                     ------------------  ------------------  ------------------
          Total other income (expense)                        (944 503)             31 639            (912 864)

                                                     ------------------  ------------------  ------------------
Net Loss                                                    (2 589 345)         (1 325 466)         (4 173 450)
                                                     ==================  ==================  ==================

Basic weighted average common shares outstanding            22 403 444          20 149 092
                                                     ==================  ==================

Basic Loss per common share                          $         (0,1156)  $         (0,0658)
                                                     ==================  ==================
</TABLE>


                                                                               4
<PAGE>
<TABLE>
<CAPTION>
                                           GSI TECHNOLOGIES USA INC.
                                     (A COMPANY IN THE DEVELOPMENT STAGE)
                                         NOTES TO FINANCIAL STATEMENTS
                                           OCTOBER 31, 2001 AND 2000

                                                        Accumulated       Accumulated
     Common Class A                      Receivable    Deficit during        other            Total
-------------------------    Paid in     from sale      Development      Comprehensive    Shareholder's
    Shares        Amount     Capital      of stock         Stage         Income/(loss)       Equity
---------------  --------  -----------  ------------  ----------------  ---------------  ---------------
<S>              <C>       <C>          <C>           <C>               <C>              <C>


             -   $     -   $        -   $         -   $             -                    $            -


    18 085 472    18 085            -                               -                            18 085


       500 000       500            -                               -                               500


       384 700       385      384 315                               -                           384 700



       600 000       600      599 400                               -                           600 000

                             (325 221)                                                         (325 221)



        18 000        18       17 982                               -                            18 000



        20 200        20       20 180                               -                            20 200


                                                             (258 639)                         (258 639)

    19 608 372    19 608      696 656             -          (258 639)                -         457 626
---------------  --------  -----------  ------------  ----------------  ---------------  ---------------



       417 818       418      417 400                                                           417 818


       148 639       149      148 490                                                           148 639


        10 643        11       10 632                                                            10 643


        75 000        75       74 925                                                            75 000


                                                                               5
<PAGE>
                                       GSI TECHNOLOGIES USA INC.
                                 (A COMPANY IN THE DEVELOPMENT STAGE)
                                    NOTES TO FINANCIAL STATEMENTS
                                       OCTOBER 31, 2001 AND 2000

        51 264        51       56 339                                                            56 390


        23 000        23       25 277                                                            25 300


        12 000        12       13 188       (13 200)                                                  -


       126 900       127      228 293                                                           228 420


        70 000        70       76 930                                                            77 000

                                                           (1 325 466)                       (1 325 466)
                                                                                    386             386

    20 543 636   $20 544   $1 748 131   $   (13 200)  $    (1 584 105)  $           386  $      171 756
---------------  --------  -----------  ------------  ----------------  ---------------  ---------------

       125 000       125      124 875                                                           125 000
       (12 000)      (12)     (13 188)       13 200                                                   -
       (24 764)      (25)     (27 216)                                                          (27 240)
        25 000        25        4 975                                                             5 000
       400 000       400       99 600                                                           100 000
        20 000        20        4 980                                                             5 000
     2 307 900     2 308    2 971 379                                                         2 973 687
         6 250         6        5 994                                                             6 000
     1 111 112     1 111      198 889                                                           200 000
                                                           (2 589 345)                       (2 589 345)
                                                                                      2               -

---------------  --------  -----------  ------------  ----------------  ---------------  ---------------
    24 502 134   $24 502   $5 118 419   $         -   $    (4 173 450)  $           388  $      969 859
===============  ========  ===========  ============  ================  ===============  ===============
</TABLE>


                                                                               6
<PAGE>
<TABLE>
<CAPTION>
                                              GSI TECHNOLOGIES USA INC.
                                        (A COMPANY IN THE DEVELOPMENT STAGE)
                                           NOTES TO FINANCIAL STATEMENTS
                                              OCTOBER 31, 2001 AND 2000

                                                                                                                Inception
                                                                                                             (July 08, 1998)
                                                                                                                 through
                                                                October 31,      October 31,    October 31,    October 31,
                                                                    2001            2000           1999           2001
                                                              ----------------  -------------  -------------  --------------
<S>                                                           <C>               <C>            <C>            <C>

CASH FLOWS FROM OPERATING ACTIVITIES:

Net Income (Loss)                                             $    (2 589 345)  $ (1 325 466)  $   (258 639)  $ (4 173 450)
Adjustments to reconcile net income (loss) to net cash
  used in operating activities:
    Depreciation and amortization                                      99 276         95 455          1 301        196 032
    Loss on write down of Affiliate Note Receivable                 1 033 652              -              -      1 033 652
    Issuance of stock for contract settlement                          11 000              -            500         11 500
    Accrued Interest Expense (principally related party)              107 530         45 121              -        152 651
    Accrued Interest Income (principally related party)              (317 274)       (76 752)             -       (394 026)

Changes in Operating assets and liabilities:
    Receivables and other current assets                              (39 744)        72 381        (90 985)       (58 348)
    Other assets                                                       41 196        (61 104)             -        (19 908)
    Accounts Payable and Accrued Liabilities                          334 198        415 514        177 190        926 902
                                                              ----------------  -------------  -------------  --------------

Net cash provided by/(used in) operating activities                (1 319 511)      (834 851)      (170 634)    (2 324 995)


CASH FLOWS FROM INVESTING ACTIVITIES:


Net cash provided by/(used in) investing activities
    Loan Receivable, principally related parties                      801 656     (3 002 226)             -     (2 200 570)
    Purchase of property and equipment                                               (41 066)             -        (41 066)
                                                              ----------------  -------------  -------------  --------------
Net cash provided by/(used in) investing activities                   801 656     (3 043 292)             -     (2 241 636)


CASH FLOWS FROM FINANCING ACTIVITIES:

Proceeds from:
    Notes payable, principally related parties                        118 391      2 492 932         79 667      2 690 990
    Notes payable - affiliate                                         203 318              -              -        203 318
    Sales of common stock                                             197 760      1 039 210        440 985      1 677 955
                                                              ----------------  -------------  -------------  --------------

Net cash provided by/(used in) financing activities                   519 469      3 532 142        520 652      4 572 263
                                                              ----------------  -------------  -------------  --------------

Effect of exchange rate changes on cash and cash eqivalents                              386              -            386
                                                              ----------------  -------------  -------------  --------------

Net increase (decrease) in cash and cash equivalents                    1 615       (345 615)       350 019          6 019
Cash and cash equivalents, beginning of period                          4 404        350 019              -              -
                                                              ----------------  -------------  -------------  --------------

Cash and cash equivalents, end of period                      $         6 019   $      4 404   $    350 019   $      6 019
                                                              ================  =============  =============  ==============


                                                                               7
<PAGE>
                                              GSI TECHNOLOGIES USA INC.
                                        (A COMPANY IN THE DEVELOPMENT STAGE)
                                           NOTES TO FINANCIAL STATEMENTS
                                              OCTOBER 31, 2001 AND 2000

SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING
AND FINANCING ACTIVITIES:

    Issuance of note for payment of license rights                                                  200 000        200 000
    Issuance of shares for license rights                                                           274 779        274 779
    Issuance of shares for dividend to affiliate                                                    325 221        325 221
    Issuance of shares for settlement of note payables                                            3 173 687      3 173 687
</TABLE>


                                                                              8
<PAGE>
                            GSI TECHNOLOGIES USA INC.
                      (A COMPANY IN THE DEVELOPMENT STAGE)
                          NOTES TO FINANCIAL STATEMENTS
                            OCTOBER 31, 2001 AND 2000

                      (A COMPANY IN THE DEVELOPMENT STAGE)
                   NOTES TO THE CONDENSED FINANCIAL STATEMENTS
                                   (Unaudited)

                                October 31st 2001

NOTE  1  -  ORGANIZATION  AND  BASIS  OF  PRESENTATION

     GSI  Technologies  USA, Inc., formerly I.B.C. Corporation, was incorporated
in  the  State  of Delaware on July 06, 1998.    The Company participates in the
Information  Technology  (IT)  industry,  specializing in broadcasting solutions
principally  for  advertisers and others seeking to reach the greatest number of
"viewers  per  day"  as  well  as to achieve other commercial and public service
objectives.  The  basic advanced technology available to the company by way of a
Master  Licensing  agreement  is  the successful integration of various hardware
components  and  specialty software for the transmission of broadcast signals in
real  time via the Internet to remote locations.  Using its universal transcoder
system,  the  company  has  a  unique  capability in broadcasting from a central
server  to  full  video  screens in remote locations anywhere in the world.  The
system  is  capable  of updating pinpoint information minute by minute by way of
video  compressing  systems  and  other  fully  automated  software  systems.


     GSI  Technologies USA, Inc. prepares its financial statements in accordance
with  generally  accepted  accounting  principles.  This  basis  of  accounting
involves the application of accrual accounting; consequently, revenues and gains
are  recognized  when  earned,  and  expenses  and  losses  are  recognized when
incurred.  Financial statement items are recorded at historical cost and may not
necessarily  represent  current  values.


NOTE  2  -  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES

Management  estimates:
     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,
     disclosure  of  contingent  assets  and  liabilities  at  the  date  of the
     financial  statements,  and  the  reported amounts of revenues and expenses
     during  the  reporting  period.  Certain  amounts included in the financial
     statements  are  estimated  based  on  currently  available information and
     management's  judgment  as  to  the  outcome  of  future  conditions  and
     circumstances.  Changes  in  the  status  of certain facts or circumstances
     could  result  in material changes to the estimates used in the preparation
     of  financial statements and actual results could differ from the estimates
     and  assumptions.  Every  effort  is  made  to ensure the integrity of such
     estimates.

Fair  value  of  Financial  Instruments
     The  carrying  amounts  reported  in  the  balance  sheet for cash and cash
     equivalents,  accounts receivable, accounts payable and accrued liabilities
     approximate  their  fair  values  because  of  the  immediate or short-term
     maturity  of  these  financial  instruments.

Impairment  of  long-lived  assets:
     Long-lived  assets  held  and used by the Company are reviewed for possible
     impairment  whenever  events  or  changes  in  circumstances  indicate  the
     carrying  amount  of  an  asset  may  not be recoverable. Recoverability of
     assets  to  be  held  and  used is measured by a comparison of the carrying
     amount  of the assets to the future net cash flows expected to be generated
     by  the asset. If such assets are considered to be impaired, the impairment
     to  be recognized is measured by the amount by which the carrying amount of
     the assets exceeds the fair value of the assets. The fair value of an asset
     is  the  amount  at  which  the  asset could be bought or sold in a current
     transaction  between  willing  parties,  that is, other than in a forced or
     liquidation  sale.  Quoted  market  prices  in  active markets are the best
     evidence  of fair value and shall be used as the basis for the measurement,
     if  available.  If  quoted market prices are not available, the estimate of
     fair  value  shall  be  based  on  the  best  information  available in the
     circumstances. The estimate of fair value shall consider prices for similar
     assets  and  the  results  of


                                                                               9
<PAGE>
                            GSI TECHNOLOGIES USA INC.
                      (A COMPANY IN THE DEVELOPMENT STAGE)
                          NOTES TO FINANCIAL STATEMENTS
                            OCTOBER 31, 2001 AND 2000

NOTE  2  -  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES  (CONTINUED):

     valuation  techniques  to  the  extent  available  in  the  circumstances.
     Valuation techniques include the present value of estimated expected future
     cash  flows  using  a  discount  rate  commensurate with the risk involved,
     option-pricing  models,  matrix  pricing  and  fundamental  analysis.

Cash  and  cash  equivalents:
     The  Company  considers  all  highly  liquid  investments  with  original
     maturities  of  ninety  days  or less to be cash and cash equivalents. Such
     investments  are  valued  at  quoted  market  prices.

Receivables:
     The Company believes that the carrying amount of receivables at October 31,
     2001  approximates  the  fair  value  at  such  date.

Property,  equipment  and  depreciation:
     Property  and  equipment  are stated at cost less accumulated depreciation.
     Depreciation  is computed using the straight-line method over the estimated
     useful  lives  as  follows  when  the  property  and equipment is placed in
     service:

                                                  Estimate  Useful  Life
                                                      (In  Years)

               Office  Furniture  and  Equipment           10
               Leasehold  Improvements                      5


     Repairs  and  maintenance  are  charged  to  operations  as  incurred,  and
     expenditures  for  significant  improvements  are  capitalized. The cost of
     property  and  equipment  retired  or  sold,  together  with  the  related
     accumulated  depreciation,  are  removed  from  the  appropriate  asset and
     depreciation  accounts,  and  the  resulting  gain  or  loss is included in
     operations.

License  rights:
     License  rights  are  recorded  at  cost,  less  accumulated  amortization.
     Licenses  are  amortized  to operations using the straight-line method over
     the  remaining  term.  The  remaining term is 35 months for the current and
     only  license  which  the  company  has  rights  to.

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

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


                                                                              10
<PAGE>
                            GSI TECHNOLOGIES USA INC.
                      (A COMPANY IN THE DEVELOPMENT STAGE)
                          NOTES TO FINANCIAL STATEMENTS
                            OCTOBER 31, 2001 AND 2000

NOTE  2  -  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES  (CONTINUED):

Earnings  (Loss)  per  share  calculation:
     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.


Recent  Accounting  Pronouncements:
     The  Statement  of  Financial  Accounting  Standards  Board (SFAS) No. 141,
     "Business  Combinations,"  was issued by the Financial Accounting Standards
     Board  (FASB)  in  July  2001.  This  Statement  establishes  standards for
     accounting and reporting for business combinations. This statement requires
     the purchase method of accounting to be used for all business combinations,
     and prohibits the pooling-of-interests method of accounting. This Statement
     is  effective  for  all business combinations initiated after June 30, 2001
     and  supercedes  APB  Opinion  No.  16,  "Business Combinations" as well as
     Financial  Accounting  Standards  Board  Statement  of Financial Accounting
     Standards No. 38, "Accounting for Preacquisition Contingencies of Purchased
     Enterprises."  The adoption of this statement by the Company did not have a
     material  impact  on  its  financial  condition  or  results of operations.

     The  Statement  of  Financial  Accounting  Standards  Board (SFAS) No. 142,
     "Goodwill  and  Other  Intangible  Assets,"  was  issued  by  the Financial
     Accounting  Standards  Board  (FASB) in July 2001. This Statement addresses
     how  intangible  assets  that  are acquired individually or with a group of
     other  assets  should  be  accounted for in financial statements upon their
     acquisitiion.  This  statement  requires goodwill amortization to cease and
     for  goodwill  to be periodically reviewed for impairment, for fiscal years
     beginning  after  October 31, 2001. SFAS No. 142 supercedes APB Opinion No.
     17,  "Intangible  Assets." The Company does not expect the adoption of this
     statement  to  have a material impact on its financial condition or results
     of  operations.

     The  Statement  of  Financial  Accounting  Standards  Board (SFAS) No. 143,
     "Accounting  for  Asset Retirement Obligation," was issued by the Financial
     Accounting  Standards  Board  (FASB)  in  August  2001. This Statement will
     require companies to record a liability for asset retirement obligations in
     the  period  in  which  they  are  incurred,  which typically could be upon
     completion  or  shortly  thereafter. The FASB decided to limit the scope to
     legal  obligation  and  the  liability will be recorded at fair value. This
     Statement  is effective for fiscal years beginning after June 15, 2002. The
     Company  does  not expect the adoption of this statement to have a material
     impact  on  its  financial  condition  or  results  of  operations.

     The  Statement  of  Financial  Accounting  Standards  Board (SFAS) No. 144,
     "Accounting  for  the  Impairment  or  Disposal  of Long-Lived Assets," was
     issued  by the Financial Accounting Standards Board (FASB) in October 2001.
     This  Statement provides a single accounting model for long-lived assets to
     be  disposed of and replaces SFAS No. 121 "Accounting for the Impairment of
     Long-Lived  Assets and Long-Lived Assets to Be Disposed Of." This Statement
     is  effective  for  fiscal  years  beginning  after  December 15, 2001. The
     Company  is  evaluating  the  effect  of  the  adoption  of this statement.


                                                                              11
<PAGE>
<TABLE>
<CAPTION>
                            GSI TECHNOLOGIES USA INC.
                      (A COMPANY IN THE DEVELOPMENT STAGE)
                          NOTES TO FINANCIAL STATEMENTS
                            OCTOBER 31, 2001 AND 2000

NOTE  3  -  DETAILS  OF  FINANCIAL  STATEMENT  COMPONENTS

                                                          October 31, 2001    October 31, 2000
                                                         ------------------  ------------------
<S>                                                      <C>                 <C>
Receivables:

Note Receivable- GSI Technologies (3529363 Canada Inc.)  $       1,560,944   $       3,058,950
Note Receivable - Group Solcom France                                    -              20,028
Receivable - GSI Technologies (3529363 Canada Inc.)                      -              12,500
Due from Tax Authority                                              58,349               5,186
                                                         ------------------  ------------------
                                                                 1,619,292           3,096,664
                                                         ==================  ==================

Property and Equipment:

Furniture and fixture                                               38,934              38,934
  Leasehold improvements                                             2,133               2,133
Less:  Accum depreciation & amortization                             4,819                 499
                                                         ------------------  ------------------
  Property and equipment, net                            $          36,248   $          40,568
                                                         ==================  ==================


Intangible Assets:
  License rights                                         $         474,779   $         474,779
  (Acquired from affiliate and recorded at
  predecessor basis with the cost over such
  basis recorded as a dividend to affiliate).
  Accumulated amortization                                        (191,212)            (96,257)
                                                         ------------------  ------------------
                                                         $         283,567   $         378,522
                                                         ==================  ==================
</TABLE>

NOTE  4  -  COMMITMENTS  AND  CONTIGENCIES

Office leases
     On  January 06, 2000 the Company entered into an office rent agreement with
     2849-3930  Quebec Inc. for office space in Montreal, Quebec. This agreement
     is  for  a  term  of 4 year starting January 01, 2000 with a 5 year renewal
     option.  The  annual  rent  amount  is  $164,344.

     On  June  16,  2000  the Company entered into an office rent agreement with
     Suntrust  Center,  L.L.C.  for  office  space  in  Orlando,  Florida.  This
     agreement  is for a term of 5 years and 15 days starting June 16, 2000. The
     annual  rent  amount  is  $59,910.

Guarantor agreement
     On  March  24,  2000,  the  Company  agreed  to  act as a guarantor for GSI
     Technologies  (3529363  Canada  Inc.),  a shareholder of the Company and an
     affiliate in an agreement with Admiralty Leasing Ltd. for office furniture.
     The  term  is for 3 years. The annual amount is $20,400 CAD plus applicable
     taxes.


                                                                              12
<PAGE>
                            GSI TECHNOLOGIES USA INC.
                      (A COMPANY IN THE DEVELOPMENT STAGE)
                          NOTES TO FINANCIAL STATEMENTS
                            OCTOBER 31, 2001 AND 2000

NOTE 4 - COMMITMENTS AND CONTIGENCIES (CONTINUED):

The following is a schedule by years of future minimum rental payments required
under operating
leases that have initial or remaining noncancelable lease terms in excess of one
year as of October 31, 2001:

               Year ending October 31:
               2002 -      $252,320
               2003 -      247,189
               2004 -      244,200
               2005 -       73,111
               2006 -          - .
                          --------
                           816,820
                          ========

NOTE  5  -  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$2,589,345
and  $1,325,466  for  the  twelve  months  ended  October  31,  2001  and  2000
respectively  as well as reporting net losses of $4,173,450 from inception (July
08,  1998) to October 31, 2001.  As reported on the statement of cash flows, the
Company incurred negative cash flows from operating activities of $1,319,511 and
$834,851  for twelve months ended October 31, 2001 and 2000 respectively and has
reported  deficient  cash  flows  from  operating  activities of $2,324,995 from
inception  (July  08,  1998).  To  date, these losses and cash flow deficiencies
have  been  financed  principally through the sale of common stock ($1,480,195).
Continuation  of  the Company as a going  concern is  dependent  upon  obtaining
sufficient  working  capital for its planned  activity and the management of the
Company has  developed  a  strategy,  which it  believes  will  accomplish  this
objective through additional equity funding, and long term financing, which will
enable  the  Company  to  operate  for  the  coming  year.


NOTE 6 - RELATED PARTY TRANSACTIONS

Sub-license agreement:
     On  May 04, 2000, the Company entered into a sub-license agreement with GSI
     Technologies  (3529363  Canada  Inc.),  a shareholder of the Company and an
     affiliate,  whereby giving all commercial rights relating to the technology
     in  the  territory of Canada to GSI Technologies (3529363 Canada Inc.). The
     term  of  the  sub-license  agreement  is  10 years with annual payments of
     $25,000  US.

     On  March  6,  2001,  the Company entered into a sub-license agreement with
     Groupe  Solcom  International  France  S.A.S. whereby giving all commercial
     rights relating to the technology in the territory of the European Union to
     Groupe Solcom International France S.A.S. The Company has a 25% interest in
     Groupe  Solcom  International France S.A.S. with the other 75% owned by GSI
     Technologies  (3529363  Canada Inc.), an affiliate of the Company. The term
     of  the  sub-license agreement is 10 years with annual payments of $100,000
     US.


                                                                              13
<PAGE>
                            GSI TECHNOLOGIES USA INC.
                      (A COMPANY IN THE DEVELOPMENT STAGE)
                          NOTES TO FINANCIAL STATEMENTS
                            OCTOBER 31, 2001 AND 2000

NOTE 6 - RELATED PARTY TRANSACTIONS (CONTINUED):

Note  receivable  from  stockholder:
     From November 01, 1999 through October 31, 2001, the Company advanced funds
     to  GSI  Technologies (3529363 Canada Inc.), an affiliate of the Company in
     exchange  for  promissory notes in order to continue to develop the concept
     of  GSITV.com,  The  Total Vision Network in Canada. The note has a term of
     one year, but has been extended indefinitely bearing interest at prime plus
     2%.  At October 31, 2001, the outstanding balance due from GSI Technologies
     (3529363 Canada Inc.) was $1,560,944 including interest and a write down of
     the receivable of approximately $1,034,000 due to GSI Technologies (3529363
     Canada  Inc.)  approval  from  the  Quebec  Superior courts ratification of
     reorganization  on  October  9,  2001.

Note payable to affiliates
     On  September  07,  2000,  the  Company  borrowed  funds of $2,822,599 from
     several  affiliates  and  stockholders of the Company and issued promissory
     notes  having  a  term  of  one year bearing interest at prime plus 2%. The
     notes  are  convertible at any time into common shares at the discretion of
     the  Company.  On  May  3,  2001,  the entire amount of the notes including
     interest  of  $151,088  were  converted  into  2,307,900  of Class B Common
     Shares.

Marketing  and  Administrative  Costs
     From  November  01,  1999  to  October  31,  2001,  the Company was charged
     marketing  and  administrative  costs incurred by GSI Technologies (3529363
     Canada  Inc.)  on  behalf  of  the  Company.

Consulting  Agreement:
     On  January  10, 2000, the Company entered into a consulting agreement with
     Mr. Yves Lebel and 9035-2899 Quebec Inc., a shareholder of the company. Mr.
     Lebel  is  a Director, Chief Financial Officer and Executive Vice President
     of GSI Technologies (3529363 Canada Inc.). The term of the agreement is for
     one  year  with  an  additional year renewal term at the end of the initial
     year. The total amount of the agreement is $78,000 per year. Mr. Lebel also
     entered  into  a  non-competition  and  confidentiality  agreement with the
     Company  for  as long as he remains a consultant and for an additional year
     thereafter.


NOTE  7  -  INCOME  TAXES

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.


                                                                              14
<PAGE>
                            GSI TECHNOLOGIES USA INC.
                      (A COMPANY IN THE DEVELOPMENT STAGE)
                          NOTES TO FINANCIAL STATEMENTS
                            OCTOBER 31, 2001 AND 2000

NOTE  8  -  INVESTMENT  IN  AFFILIATES

The  Company's  investments  in  affiliates consists of a 25% interest of Groupe
Solcom,  headquartered  in  France,  which  participates  in  the  electronic
advertising  and  interactive information display.  The Company accounts for its
25%  interest  in  Group  Solcom  using  the equity method.  Condensed financial
information for investments in affiliiates accounted for under the equity method
of  accounting  are  summarized  below.

<TABLE>
<CAPTION>
                      October 31, 2001   October 31, 2000
<S>                   <C>                <C>
Current assets               3,158,385                  0
Other assets                 1,171,956                  0
                      -----------------  ----------------

                             4,330,341                  0

Current liabilities          4,302,065                  0
Shareholder's Equity            28,276                  0
                      -----------------  ----------------

                             4,330,341                  0

Net Sales                    2,415,733                  0
Gross profit                 1,855,652                  0
Net income                    (391,672)                 0
</TABLE>

NOTE 9 - 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.


NOTE  10  -  WARRANTS  AND  OPTIONS

     On  August  01, 2000 the Company adopted a Long Term Incentive Plan whereby
     directors,  officers,  certain  key  employees  of  the  Company  and  its
     affiliates  as  well as certain consultants to the Company would be granted
     stock  options.  A  maximum  of 10% of the authorized Class B common shares
     totaling  5,500,000 can be reserved and available for distribution pursuant
     to  the  terms  of  the  plan. On October 02, 2000, 925,000 options with an
     exercise  price  of  $1.25  had  been  issued  to consultants and other non
     employee  affiliates  for  services  rendered to the Company throughout the
     year.  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.


                                                                              15
<PAGE>
                            GSI TECHNOLOGIES USA INC.
                      (A COMPANY IN THE DEVELOPMENT STAGE)
                          NOTES TO FINANCIAL STATEMENTS
                            OCTOBER 31, 2001 AND 2000

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

<TABLE>
<CAPTION>
                                                                               Year ended       Year ended
FAS 123 "Accounting for stock based compensation                              Oct. 31, 2001    Oct. 31, 2000
Paragraph 47 (a)                                                             ---------------  --------------
<S>                                                                          <C>              <C>
1.     Beginning of year - outstanding
          i.  number of options/warrants                                          1,475,000                0
          ii.  weighted average exercise price                                         1.19                0
2.     End of year - outstanding
          i.  number of options/warrants                                            308,333        1,475,000
          ii.  weighted average exercise price                                         1.25             1.19
3.     End of year - exercisable
          i.  number of options/warrants                                            308,333          550,000
          ii.  weighted average exercise price                                         1.25             1.10
4.     During the year - Granted
          i.  number of options/warrants                                                  0        1,475,000
          ii.  weighted average exercise price                                            0             1.19
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                                            661,667                0
          ii.  weighted average exercise price                                         1.25                0
7.     During the year - Expired
          i.  number of options/warrants                                            550,000                0
          ii.  weighted average exercise price                                         1.10                0

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%
2.     Weighted average expected life (in months                                      71.00            61.00
3.     Weighted average expected volatility                                            0.00%               0
4.     Weighted average expected dividends                                             0.00                0

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

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

Paragraph 48 - Options outstanding at the date of the latest
statement of financial position presented:
1.     (a) Range of exercise prices                                          $   1.10-$1.25   $   1.10-$1.25
(b) Weighted-average exercise price                                                    1.25             1.19
2.    Weighted-average remaining contractual life (in months)                         71.00            61.00
</TABLE>


                                                                              16
<PAGE>
                            GSI TECHNOLOGIES USA INC.
                      (A COMPANY IN THE DEVELOPMENT STAGE)
                          NOTES TO FINANCIAL STATEMENTS
                            OCTOBER 31, 2001 AND 2000

<TABLE>
<CAPTION>
                                                                              Inception
                                                                            Jul. 08, 1998
                                            Year ended       Year ended        Through
                                           Oct. 31, 2001    Oct. 31, 2000   Oct. 31, 2001
                                          ---------------  ---------------  --------------
<S>                                       <C>              <C>              <C>
Net Income after proforma effect              (2,589,345)      (1,576,216)     (4,424,200)
Earnings per share after proforma effect  $      (0.1156)  $      (0.0782)
</TABLE>


                                                                              17
<PAGE>
                            GSI TECHNOLOGIES USA INC.
                      (A COMPANY IN THE DEVELOPMENT STAGE)
                          NOTES TO FINANCIAL STATEMENTS
                            OCTOBER 31, 2001 AND 2000

Item 2.  Management's discussion and analysis
---------------------------------------------

Forward  looking  statements.

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

Overview

     GSI  Technologies  USA  (  GSI  USA)  specializes in broadcasting solutions
principally  for  advertisers  and others seeking to extend their reaching power
for  their  commercial  and  public  service  messages.  Holder  of a world-wide
license, GSI's proprietary software, hardware, and advanced broadcasting systems
respond  to  their needs. In providing access to its remote control broadcasting
capability,  GSI  USA  enable  users  to transmit and receive full-motion video,
graphics,  and  audio  on an array of attractive, durable and interactive indoor
and  outdoor  display  products.

Results  from  operations


     GSI USA is still in the development phase after starting up in 1999. During
GSI's fourth quarter from August 1, 2001 to October 31, 2001, GSI USA incurred a
loss of $1,739,528 or $0.0776 per share versus a loss of $468,990 or $0.0233 per
share  in  the  same  period in 2000. The accumulated deficit to date during the
development  phase  increased  to  $4,173,450  or  $0.1863  per  share.

Revenues

     $48,750 in  revenue was recognized during the quarter, versus $346,409 for
the  same  period in the prior year. This is related to the sale of products, as
well  as  a  sub-license  sold  to  Groupe  Solcom  International  France S.A.S.
("Groupe  Solcom")  giving  it  commercialization  rights  for  the territory of
London,  England,  Nantes,  France  and  a  sub-license sold to GSI Technologies
("GSI  Canada")  giving it commercialization rights for the territory of Canada.
Since  inception,  revenue  totals  $826,202,  primarily  from  product  sales.


                                                                             18
<PAGE>
                            GSI TECHNOLOGIES USA INC.
                      (A COMPANY IN THE DEVELOPMENT STAGE)
                          NOTES TO FINANCIAL STATEMENTS
                            OCTOBER 31, 2001 AND 2000

Cost  of  revenues  and  direct  operating  costs

     According to the master license agreement with GSI Canada, GSI USA owns 60%
of  the  price  of  any  sub-license  it sells to a new licensee. This amount is
payable  to  GSI  Canada  by  the  end  of  the  calendar  quarter  in which the
sub-license is granted its sub-license.  GSI USA has incurred  $27,977 in direct
operating  cost  for  the  quarter,  versus $319,416 for the same quarter in the
prior  year. Since inception, cost of sales is  $591,213, including  $261,227 in
royalties  and  $329,986  in  product  costs.

Operating  expenses

     During  the  three  months  ended  October 31st, 2001, GSI USA has incurred
$327,193  in operating expenses versus $524,110 for the same period in 2000. The
increase is attributable primarily to an increase in rent charges and consulting
fees.

     Since  inception,  operating  expenses  total  $3,495,575.  These costs are
primarily  associated  with  the  development  of  the  company.

Other  income

     During  the three months ending October 31st, 2001, $32,699 in interest was
earned  mainly on the outstanding loan to GSI Canada, while $102,538 in interest
was  brought into income due to the conversion of the Notes Payable. This amount
includes  $80,705  for  loans  from  shareholders  and  affiliated  parties.

     Since  inception  a  total  of  $394,035  in  interest  has  been  earned.

     Equity  in  the loss of our European affiliate was $25,000 for the period
versus  nil  for  the  same  period  of 2000. As explained further below.

Liquidity  and  capital  resources

     At  October  31,  2001  GSI  USA had $6,019 in cash. Cash used in operating
activities  during  the  year  ending October 31, 2001 was $1,319,511, which was
mainly  attributable  to  the  net cash loss from operations plus changes in net
operating  assets  and  liabilities.

     Cash  provided  by  investing activities during the year reflect additional
short-term  loans  to  GSI  Canada  in  the  amount  of  $801,656.

     Cash  provided  from  financing  activities  during  the  year  of $519,469
reflects  a  private  placement as well as funding provided by issuance of Notes
Payable.

     In  September  2000,  GSI  USA entered into formal loan arrangements with a
group  of existing investors borrowing funds totaling $2,822,599. The promissory
notes  have  a  maturity date of September 7, 2001, bear interest at the rate of
prime  plus  two per cent and are convertible at any time at the sole discretion
of  the  Company  into a certain number of shares for each holder. If converted,
interest  on the notes is waived. On May 3, 2001, the entire amount of the notes
including  interest  of $151,088 were converted into 2,307,900 of Class B Common
Shares.


                                                                              19
<PAGE>
                            GSI TECHNOLOGIES USA INC.
                      (A COMPANY IN THE DEVELOPMENT STAGE)
                          NOTES TO FINANCIAL STATEMENTS
                            OCTOBER 31, 2001 AND 2000

     The  result  of  all activities during the year ending October 31,  2001
was  a  net  increase  of  $1,615  in  our  cash  position.

     From inception, net cash used in operations has been $2,324,995. A total of
$2,241,636  has  been  used  in investing activities, while  $4,572,263 has been
provided  by  financing  activities,  including  $1,677,955 from sales of common
stock.

MANAGEMENT  DISCUSSION  AND  ANALYSIS

     Since  the beginning of 2001, GSI USA has been refocusing our activities to
concentrate  on  our  core  business.

     Through  its  affiliate,  GSI  Canada,  last  summer  GSI  USA  installed,
successfully,  32  CityColumns  as  phase  one of our pilot project for shopping
centers  owned by the Ivanhoe Group. Based on the results of this pilot project,
we  have  refined  our  concept  and adjusted our marketing strategy and product
development  program.  Operating as the media operator, GSI Canada has been able
to  measure  the  impact  of  our  concept on advertising customers, advertising
agencies,  and  target  consumers.

     On  March  6, 2001, GSI USA sold a license to Groupe Solcom for $1,000,000,
payable in 10 annual installments of $100,000. Groupe Solcom is owned 75% by GSI
Canada  and  25%  by  GSI.  Other  sales of licenses are planned in the European
Community.  Groupe  Solcom  has  successfully  completed  other  pilot projects.

     During  the  last  quarter,  Groupe  Solcom  successfully  completed  the
installation  of  80  projection  systems  for  their client, the MCR Multimedia
Group,  which  use  the  GSI  Multimedia  Pack to broadcast animated advertising
images in the Milan, Italy subway system. The operating system and installations
have  been working find and provided the customers very satisfying business. The
next  phase  have  been  delayed  to  the  next quarter due to hold backs in the
advertising  industries  after  September  11th  events.

     Groupe  Solcom has also completed a pilot project with the Societe Generale
Bank,  installing  a  network  of  plasma-screen  based  DigiColumns.

     Cash requirements of approximately $150,000 are anticipated during our next
fiscal  quarter  to  January  31st  2002.

     In  the  previous  quarter,  the  board  caped  to 4 million funding to its
affiliate  GSI  Canada.

     As  of October 31st, GSI Canada had repaid the sum of $1,865,419. At end of
August,  Groupe  Solcom France repaid GSI USA the sum of $1,140,000 by replacing
GSI USA with line of credit to the Societe Generale as guarantor. At term of the
transaction,  GSI  USA reimbursement by affiliates was at $3,005,419. GSI USA is
pursuing  its  activities of seeking for additional funding to sustain long term
operation.  We also, continue to negotiate with pin point investors and business
partners  that  express  their  interest  in  participating  in  GSI USA capital
structure.  We  believe  we  will be able to finalize agreements in beginning of
year  2002.

     We  have been confronted to the facts that after September 11th events, the
investment market was slowed down and projects and development were postponed to
beginning  of  year  2002.


                                                                              20
<PAGE>
                            GSI TECHNOLOGIES USA INC.
                      (A COMPANY IN THE DEVELOPMENT STAGE)
                          NOTES TO FINANCIAL STATEMENTS
                            OCTOBER 31, 2001 AND 2000

     We  no have    longer  any line of credit or liabilities with the Societe
Generale.

Investment  in  affiliates

     Our  25%  share  in Groupe Solcom International from SAS is reflected as an
investment  in affiliates on the balance sheet. The value of this investment was
$25,000  at  October  31st  versus  nil  for  the  same  period  of  2000.

Product sales and distribution and provision of services

     Under  the  master  license  acquired  in  October  1999, from our Canadian
affiliate,  GSI  Canada,  GSI  USA  has  access  to  one  of  the  most advanced
technologies  currently  available  in  the  field  of information broadcast and
electronic  advertising  and  information  interactive display.  The term of the
license  is  5  years  to  October 26th, 2004 and is automatically renewable for
another  5  years at the sole discretion of GSI. The cost is $800,000,  $200,000
paid  in  cash  in  November 1999; the balance in $600,000 worth of GSI'S common
shares.

     GSI  Canada's  R&D  department continues to enhance the GSI Multimedia Pack
Software,  in  response  to  the  market  test  application  on installations in
Montreal,  Paris, and Milan.  The R&D team has been working overtime in order to
deliver  a  full  operational  new  version  for  September  17th  2001.

     Working  in  conjunction  with GSI Canada's R & D department, our New Media
division,  has  fully  integrated its E-Commerce Software in order to be able to
offer  transactional  capabilities  via  our  products,  further enhancing their
potential  for  acceptance  in  the  fast-evolving  market  place.


     The prototype phase has been completed and we are now marketing the
following products:

     o    Citycolumn:  an  indoor  display  unit  indoor/advertising  unit, with
          interactive  kiosk  capability.

     o    Transacolumn:  an indoor display  advertising unit with transactional
          e-column kiosks and ATM cash machine.

     o    Skycolumn: a large outdoor full video advertising LED screen.

     o    Projecolumn:   an  indoor  advertising   display  unit  which  used
          a projecting system.

     o    Digicolumn:  a  display  kiosk  using  plasma  screens.


                                                                              21
<PAGE>
                            GSI TECHNOLOGIES USA INC.
                      (A COMPANY IN THE DEVELOPMENT STAGE)
                          NOTES TO FINANCIAL STATEMENTS
                            OCTOBER 31, 2001 AND 2000

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

     In  April  2001,  GSI  USA  sold licenses and operating systems to the More
Group  UK,  part of the Adshel Group, a division of Clear Channel International.
We  are currently installing our broadcasting facilities in London as previously
announced  on  March  5th, 2001.  GSI USA is serving the More Group in 2 cities,
Bristol and Swindon, in the first phase and will be operational in October 2001.
Activities  in  other  cities  in  the  UK  are  in the planning phase.  GSI USA
anticipates  that  the ongoing association with Adshel will help to identify the
principal  media  operators  in  the  various countries in Europe, Asia, and the
Americas  and  continue  to  ramp  up  our  commercial  operations.

     Our  management  team  has  refined  our  market penetration strategy.  The
world's  large  media  groups  are  only  beginning to convert from conventional
static advertising to full video motion and interactive two-way systems. GSI USA
is,  therefore,  concentrating  on  selling license agreements with large, local
media  operators.  The  networking feature of its concept and the variety of its
products  enable  us  to  customize  state-of-the-art  applications for reaching
consumers-"What  do  you  want  to  say  to  your  consumer  today  and  where?"

As  a  pioneer  in  the  advertising  media industry, GSI USA is rapidly gaining
experience  in  the  application of all aspects of our concept, ranging from the
design  of the display products, to the software that drives them to the content
advertisers.  Interest  in  our  technology  and  networking concept is growing,
particularly  from  the suppliers of display equipment.  Potential partners have
been  identified in the fields of telecommunications, banking, ATM services, and
the  Internet  service  providers.

    Our  business development has entered a crucial phase. By signing agreements
with  Adshel  in  the outdoor/indoor out of home market, GSI USA needs to deploy
its  studio  and  broadcast  installations  to  support  its  massive  market
penetration.


Canada

     On  August  15th, our affiliate was forced to restructure its operations by
closing  down  all  of  its  divisions and maintaining strictly R&D personal and
development.

     Our affiliate filed an intent engagement with its creditors at 0.60$/1.00$;
the  proposition  was  accepted  by  the  creditors.

     GSI  Canada  will  now  concentrate  on  research  & development.  Only one
managing  employee  is  maintained  in  position.

     All  of  Canada  sales  are  now  assumed  by  GSI  USA.


                                                                              22
<PAGE>
                            GSI TECHNOLOGIES USA INC.
                      (A COMPANY IN THE DEVELOPMENT STAGE)
                          NOTES TO FINANCIAL STATEMENTS
                            OCTOBER 31, 2001 AND 2000

USA

     The advertising industries in general did not escape from the economic slow
down  in  North  America.

     We  decided to restructure our US operations and closed down our offices in
Orlando.

     We  moved  our  American  operations in (Miami voir Rene). In order to save
operations  costs,  we  decided  to  focus  on united States and Canada markets.

     More  so,  we  are mainly concentrating on sales of licenses to advertising
partners  and  specific  market  applications  such  as  :
                                       1.     Postal  Service  Kiosks
                                       2.     Virtual  Banking  Kiosks
                                       3.     Advertising  Kiosks

By  putting  together  partnerships  ventures  :
                                       1.     GSI  Broadcast  Software
                                       2.     Banking  Authorities
                                       3.     Advertising  sales  groups
                                       4.     information  content  media
                                       5.     Land  lord  for network deployment

By  venturing  partners'  energies together we have created a new business model
offering  multi  services  and  revenues  generating  operating  system.  We are
pursuing  our  negotiations  with  major  business  partners.

     Several  potential  sub-licenses  buyers  have  been identified and will be
signed  as  soon  as  the  Master  License  Agreement  is  completed.

By  proceeding to this restructure we realize tremendous savings.  We maintained
all  our  focus  on  sales.  The  savings  will  have a great impact on our next
quarter.  We  are  confident to conclude important sales agreements in beginning
of  year  2002.

We  have  postponed  till  further  notice our developments in South America and
Mexico.


Europe

     Significant  opportunities are being identified in Europe.  The appetite in
Europe  for  new  technologies  favors the development and installation of GSI's
hi-tech  products and services.  Through these opportunities and the progress of
our  European affiliate, Groupe Solcom, we are responding to increasing customer
demand  from,  amongst  others,  the  major  participants  in  the  out-of-home
advertising  industry  and  retail  stores.   Considered  the  most  hospitable
environments in Europe at this stage of our development, our focus is on France,
England,  Italy,  and  Portugal.

     After  a successful presentation in August 2000 in the city of Nantes, with
our partners Adshel (Clear Channel) the French division of Adshel won the tender
and  announced  the implementation of 7 LED screens, 150 Internet kiosks, and 10
multi-media  columns  for  March  2002.


                                                                              23
<PAGE>
                            GSI TECHNOLOGIES USA INC.
                      (A COMPANY IN THE DEVELOPMENT STAGE)
                          NOTES TO FINANCIAL STATEMENTS
                            OCTOBER 31, 2001 AND 2000

     Working  in  conjunction with the Adshel's sales force, GSI USA is planning
to  install broadcast systems and a production Center.  This project will become
a  flagship  concept for our partners that can be extended to other major cities
worldwide.  We  anticipate  the sub-license agreement will be completed shortly.
GSI  would also benefit from a production contract and fees from the maintenance
of  the  network.  We  have  proposed  a  10-year  contract.

     In  April  2001,  Groupe  Solcom  International  acquired  Providence
Technologique.  This company has developed a unique and futuristic touch screen,
which  can  be  useful  in  public  sites  such  as  shopping  Centers, museums,
administrative  buildings,  etc.  This  touch screen is managed by versatile and
friendly  user  software  we  named  Icos.

     Providence  Technologique  has  completed  an agreement with Bank of Bilbao
VIZCAYA,  installing  surveillance  equipment  for  value  of  100,000  EUROS.

     Groupe  Solcom  France  signed a formal contract with Rond Point/Minute pub
for  city  of  Amiens,  Lehaure, Chamberry, Rennes for a value of 200,000 EUROS.

     Other  agreements  are  in  negotiation  with  le  Stade  de  France  for
installation  of  LED  Screens.

     The  ServiColumns have retained a lot of attention in the tourism sector as
well  as  the shopping malls industries. A joint venture with the firm Multivisu
has  been  signed  for  usage  of  GSI  Software  in  their  projects in France.

Italy

     In January 2001, Groupe Solcom acquired an Italian company, TREDWEB S.R.L.,
which  specializes  in  the  creation  of web sites and 3D animation.  With this
acquisition,  the company has successfully penetrated the Italian market and has
recruited  experts  in  the  field  of  animation.  Supported by the GSI team, a
wide-ranging  project  is  underway:  the  installation of multimedia projectors
using  the GSI Multimedia Pack to broadcast animated advertising on the walls of
the Milan subway system. The team is now in Phase 2 of the project.  TREDWEB SRL
also  has  contracts  with  major  companies  operating in Italy such as Young &
Rubicam,  Dlu,  BDDO,  ALMADEDIA,  Touring  Club  and other large accounts for a
turnover  of  US$750,000.

     TREDWEB has signed an agreement with Yong and Rubican Milano for networking
services  value  of  150,  000  EURO.

     Groupe Solcom has also concluded or is in the process of concluding several
agreements  in  Italy  with  several  major  companies:

     April 21, 2001, with SERENAM srl: This Italian company is doing business in
outdoor  advertising,  mainly in Milan and Rome. It manages both the advertising
site  and  the  sale of advertising.  The 3-year agreement is to provide SERENAM
with 35 LED screens (6mX3m) in the current year, as well as licenses for the GSI
MULTIMEDIA  PACK  and servers.  SERENAM is forecasting orders of a minimum of 10
LED  screens  in  the  following  years.


                                                                              24
<PAGE>
                            GSI TECHNOLOGIES USA INC.
                      (A COMPANY IN THE DEVELOPMENT STAGE)
                          NOTES TO FINANCIAL STATEMENTS
                            OCTOBER 31, 2001 AND 2000

Implementation  start  up  is  anticipated  for  April  2002:

     April  21, 2001, in tandem with HGV ADVERTISING srl: a company specializing
in  the  sale  of  advertising  and  3D  animation, GSI USA has obtained several
contracts with supermarkets such as Conad Pianeta, Gabrielli Group, Conad Lazio,
Auchan  Pescara and This D. Puglia for the implementation of a network of plasma
screens  in supermarkets.  Groupe Solcom has entered into a 6-year agreement for
the  creation  of  a joint company named OMNIKEY.  This company will realize the
implementation  of  the  plasma  screens  network and the software to enable the
broadcasting  in  supermarkets.  The partners plan to implement their network in
more  than  650  supermarkets  in  the  central  area  of  Italy.

     Implementation  start  up  is  anticipated  before  end  of September 2001:


     May  17  2001,with  PIELLEFFE  srl:  an  Italian company specialized in the
management of major projects in Italy. They also developed an impressive contact
network at the national level. This company is seeking a partnership with Groupe
Solcom for the creation of a joint company to be called W.A.Waiting Advertising.
The purpose of this company is to present tenders for important projects such as
the  installation  of  plasma screens for the Telebingos in Italy, for the COOP,
the  airport  of  Rome,  Bologna,  Torino; as well as for the metros of Rome and
Naples.

     On  May  28th  2001,  Groupe  Solcom  International has entered into formal
agreement with  INFORMATICA E  TELECOMUNICAZIONI after due diligence and further
negotiations  decision  was  taken  not  to  pursue  this  venture.

On  August  27th, Groupe Solcom International completed an agreement with SINAGI
Corporation for implantation of 1 300 screens in Newspaper kiosk first phase 300
kiosks  before  end  of  year  2001,  value  of  contract  3, 400,000 EURO, plus
broadcast  contract  for  production  of  content  for  10  years.


                                                                              25
<PAGE>
                            GSI TECHNOLOGIES USA INC.
                      (A COMPANY IN THE DEVELOPMENT STAGE)
                          NOTES TO FINANCIAL STATEMENTS
                            OCTOBER 31, 2001 AND 2000

                           PART  II  -  OTHER  INFORMATION

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

Legal  proceeding

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

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

     We remain party to one proceeding initiated by another party, a Mr. Jacques
Biron, against GSI Canada, GSI, our President,  and others in the Superior Court
of the  Province  of  Quebec,  District  of  Montreal.  An amount of  $98,766 in
Canadian  dollars has been  claimed for our alleged  failure to pay a commission
and  consequent  damages  relating  to  negotiations  with  GSI  Canada  for  an
acquisition.  We have  retained  legal  counsel in  Montreal,  Mr.  Marc Cote of
Labelle,  Boudrault,  Cote & Associates,  who advises that, in his opinion,  Mr.
Biron's case against the company is without  merit;  that he has no right in law
to  sue  GSI  Technologies  USA  Inc.

     On  September  2001, we received a law suit from Mr. Alex Zervakos a former
employee  of GSI USA. Our lawyer in Quebec is negotiating with the adverse party
for  resolvment  of  approximately  $10,000.


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.


                                                                              26
<PAGE>
                            GSI TECHNOLOGIES USA INC.
                      (A COMPANY IN THE DEVELOPMENT STAGE)
                          NOTES TO FINANCIAL STATEMENTS
                            OCTOBER 31, 2001 AND 2000

Item  5.  Other  information
----------------------------

Montreal, September 19, 2001 - Rene Arbic, chairman of the board of directors of
GSI  Technologies  USA  Inc.  ("GSI  USA"),  announced  today that Groupe Solcom
International  France  S.A.S., will not proceed with the offer to acquire all of
the  issued and outstanding shares of GSI USA and that the board of directors of
GSI  USA  approved  the  following  resolutions:

WHEREAS on or around February 26, 2001, GSI USA had deposited a letter of intent
to  acquire  the  share  capital  of  Groupe  Solcom International France S.A.S.

WHEREAS on or around May 16, 2001, Groupe Solcom International France S.A.S. had
deposited a letter of intent to acquire the share capital of GSI Canada (3529363
Canada  Inc.)  and  GSI  USA.

Pursuant  to  a  feasibility  study, due diligence, an evaluation of the current
status of the economic markets, the Board of directors of GSI USA decided not to
proceed  with  the above stated transactions.  The board of directors of GSI USA
will  advise  of  new  intentions  and  plans  shortly.

In  the month of September 2001, Mr. Michel de Montigny had to resign as a board
member  for  health  conditions  reasons.

On  February  13th,  2002  2  other  board  members  were  nominated  :

     -    Mr.  Julian R. Beardsley have a vast experience in private banking and
          presently  held  the  position  of  Director in a large tax consulting
          practice  in United Kingdom. Mr. Beardsley will also serve as chairman
          of  the  board  for  GSI.
     -    Mr.  Dario  Litera  is  president  of  a  large  capital  investment
          corporation.  He  also,  act as trustee for various financial firm and
          government  agencies.

We  are  extremely  pleased  to  have  them  as  members  in  our  board.



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

The  following  exhibits  are  contained  in  this  10-QSB:

   None.


                                                                              27
<PAGE>
                            GSI TECHNOLOGIES USA INC.
                      (A COMPANY IN THE DEVELOPMENT STAGE)
                          NOTES TO FINANCIAL STATEMENTS
                            OCTOBER 31, 2001 AND 2000

                                   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  1ST,  2002              GSI  TECHNOLOGIES  USA  INC.






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


                                                                              28
<PAGE>