<PAGE>


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

                                   FORM 10-QSB


(MARK ONE)

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

               For the quarterly period ended January 31, 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 January 31, 2001,  there were 20,656,636  shares of the issuer's $.001 par
value common stock issued and outstanding.

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




                                        1
<PAGE>





                              INDEX TO FORM 10-QSB
                              --------------------
                     For the Quarter Ended January 31, 2001
                    ----------------------------------------



                                                                            PAGE
                                                                            ----

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements (Unaudited)

     Balance Sheet as of January 31, 2001                                      3

     Statement of Operations for the Three Months
     ended January 31, 2001 and 2000                                           4

     Statements of Cash Flows for the Three Months
     and Since Inception To January 31, 2001 and 2000                          5

     Notes to Financial Statements for the                                 6 - 7
     Three Months Ended January 31, 2001 and 2000

Item 2. Management's Discussion and Analysis                              8 - 16

PART II. OTHER INFORMATION
                                                                              16
Item 1. Legal Proceedings

Item 2. Changes in Securities                                                 17

Item 3. Defaults Upon Senior Securities                                       17

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

Item 5. Other Information                                                     17

Item 6. Exhibits and Reports on Form 8-K                                      18




                                        2
<PAGE>





                         PART I - FINANCIAL INFORMATION

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


                           GSI TECHNOLOGIES USA, INC.
                      (A COMPANY IN THE DEVELOPMENT STAGE)
                                  BALANCE SHEET
                                JANUARY 31, 2001

                                   (UNAUDITED)




<TABLE>
<CAPTION>


           Assets

Current Assets

<S>                                                                                                               <C>
     Cash and cash equivalents                                                                                    $ 5,519
     Receivables, net (principally related party)                                                               3,562,389
     Other current assets                                                                                             918
                                                                                                        ------------------
       Total current assets                                                                                     3,568,826
Property and equipment, net                                                                                        39,198
Investment in affiliates                                                                                          201,858
Intangible assets, net                                                                                            354,784
Other assets                                                                                                       61,105
                                                                                                        ------------------
       Total assets                                                                                             4,225,770
                                                                                                        ==================

            Liabilities and Stockholders' Equity

Current Liabilities

     Accounts payable                                                                                             531,319
     Notes Payable (principally related party)                                                                  3,526,217
     Other current liabilities                                                                                     96,921
                                                                                                        ------------------
       Total current liabilities                                                                                4,154,457

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                                                            20,657
          55,000,000 shares; issued and outstanding - 20,656,636

     Paid in Capital                                                                                            1,859,818
     Deficit accumulated during the development stage                                                          (1,809,549)
     Accumulated other comprehensive income                                                                           388
                                                                                                        ------------------
       Total Shareholder's Equity                                                                                  71,313

        Total liabilities and shareholder's equity                                                            $ 4,225,770
                                                                                                        ==================

</TABLE>

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


                                       3
<PAGE>



                           GSI TECHNOLOGIES USA, INC.
                      (A COMPANY IN THE DEVELOPMENT STAGE)
                             STATEMENT OF OPERATIONS
              FOR THE THREE MONTHS ENDED JANUARY 31, 2001 AND 2000
             FROM INCEPTION (JULY 08, 1998 THROUGH JANUARY 31, 2001

                                   (UNAUDITED)

<TABLE>
<CAPTION>

                                                                               Three months
                                                                            ended January 31,                Period of inception
                                                                     --------------------------------------    July 06, 1998 to
                                                                          2001               2000              January 31, 2001
                                                                     ---------------    ---------------    ---------------------
<S>                                                                          <C>                <C>                     <C>
Revenues                                                                    $ 6,250       $          -                $ 602,659
Cost of Sales                                                                 3,750                  -                  473,166
                                                                     ---------------    ---------------    ---------------------

Gross Profit                                                                  2,500                   -                 129,493

Operating Expenses:
       Marketing                                                             28,695             15,949                  238,434
       Management and administrative fees                                   232,490             62,564                  739,212
       Salaries and related costs                                            46,812                  -                  146,637
       Rent                                                                  14,783             12,430                  129,096
       Financing expense                                                          -                                     159,132
       Professional fees                                                     11,496              8,273                  131,857
       Consulting                                                                 -                  -                  304,647
       Depreciation                                                           1,300                  -                    1,693
       Amortization                                                          23,809             23,739                  120,172
       Travel                                                                 8,760              5,923                   18,289
       Other selling, general and administrative                             38,581             20,945                  160,294
                                                                     ---------------    ---------------    ---------------------
          Total operating expenses                                          406,725            149,824                2,149,462

          Loss before other income (expense)                               (404,225)          (149,824)              (2,019,969)

Other income (expense):
       Interest income (principally related party)                           88,706              4,480                  165,466
       Interest expense (principally related party)                         (86,783)                 -                 (131,904)
       Equity in net earnings (loss) of affiliates                          176,858                  -                  176,858
                                                                     ---------------    ---------------    ---------------------
          Total other income (expense)                                      178,781              4,480                  210,420


                                                                     ---------------    ---------------    ---------------------
Net Loss                                                                   (225,444)          (145,344)              (1,809,549)
                                                                     ===============    ===============    =====================

Basic weighted average common shares outstanding                         20,595,223         19,958,157               12,281,887
                                                                     ===============    ===============    =====================

Basic Loss per common share                                               $ (0.0109)         $ (0.0073)               $ (0.1473)
                                                                     ===============    ===============    =====================
</TABLE>




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


                                       4
<PAGE>

                           GSI TECHNOLOGIES USA, INC.
                      (A COMPANY IN THE DEVELOPMENT STAGE)
                             STATEMENT OF CASH FLOWS
              FOR THE THREE MONTHS ENDED JANUARY 31, 2001 AND 2000
             FROM INCEPTION (JULY 08, 1998 THROUGH JANUARY 31, 2001

                                   (UNAUDITED)



<TABLE>
<CAPTION>
                                                                               For the three months                 Inception
                                                                                 ended January 31,               (July 08, 1998)
                                                                        ------------------------------------        through
                                                                              2001                    2000     January 31, 2001
                                                                        -------------          -------------   -----------------
<S>                                                                         <C>                      <C>              <C>
CASH FLOWS FROM OPERATING ACTIVITIES:

Net Income (Loss)                                                       $  (225,444)             $ (145,344)      $ (1,809,549)
Adjustments to reconcile net income (loss) to net cash
used in operating activities:
              Depreciation and amortization                                  25,109                  23,739            121,865
              Issuance of stock for contract settlement                                                   -                500
              Accrued Interest Expense                                       86,783                       -            131,904
              Accrued Interest Income                                       (88,706)                 (4,480)          (165,458)
              Equity in net earnings (loss) of affiliates                  (176,858)                      -           (176,858)

Changes in Operating assets and liabilities:
              Receivables and other current assets                           (6,570)                 89,141            (25,174)
              Other assets                                                                                -            (61,104)
              Accounts Payable and Accrued Liabilities                        4,837                (142,157)           597,541
                                                                        -------------          -------------  -----------------
Net cash provided by/(used in) operating activities                        (380,849)               (179,101)        (1,386,333)


CASH FLOWS FROM INVESTING ACTIVITIES:


Net cash provided by/(used in) investing activities
              Loan Receivable, principally related parties                 (370,449)               (413,631)        (3,372,675)
              Purchase of property and equipment                                  -                       -            (41,066)
                                                                         -------------          -------------  ----------------
Net cash provided by/(used in) investing activities                        (370,449)               (413,631)        (3,413,741)


CASH FLOWS FROM FINANCING ACTIVITIES:

Proceeds from:
  Notes payable, principally related parties                                 50,000                (279,667)         2,622,599
  Short term borrowings                                                     577,413                       -            577,413
  Sales of common stock                                                     125,000                 577,088          1,605,195
                                                                       -------------          -------------    ----------------
Net cash provided by/(used in) financing activities                         752,413                 297,421          4,805,207
                                                                       -------------          -------------    ----------------

Effect of exchange rate changes on cash and cash eqivalents                       -                       -                386
                                                                       -------------          -------------    -----------------
Net increase (decrease) in cash and cash equivalents                          1,115                (295,311)             5,519
Cash and cash equivalents, beginning of period                                4,404                 350,019                  -
                                                                       -------------          -------------    -----------------
Cash and cash equivalents, end of period                                    $ 5,519                $ 54,708            $ 5,519
                                                                       =============          ==============    ================

</TABLE>

<TABLE>
<CAPTION>

Supplemental Schedule of noncash investing and financing activities:

<S>                                                                                                    <C>
Issuance of note for payment of license rights                                                       200,000
Issuance of shares for license rights                                                                274,779
Issuance of shares for dividend to affiliate                                                         325,221

</TABLE>
        Read the accompanying summary of significant accounting notes to
  financial statements, which are an integral part of this financial statement

                                       5
<PAGE>


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

                                   (Unaudited)

                                JANUARY 31, 2001




NOTE 1 -BASIS OF PRESENTATION

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

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

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


NOTE 2 - 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.

NOTE 3 - NET LOSS PER SHARE

     Basic  earnings  (loss) per share is  computed  using the  weighted-average
number of common shares outstanding during the period.  Options and warrants are
not considered since considering such items would have an antidilutive effect.




                                       6
<PAGE>



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

                                   (Unaudited)

                                JANUARY 31, 2001





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
$225,444  and  $145,344  for the three  months  ended  January 31, 2001 and 2000
respectively  as well as reporting net losses of $1,809,549 from inception (July
08, 1998) to January 31, 2001. As reported on the  statement of cash flows,  the
Company incurred  negative cash flows from operating  activities of $380,849 and
$179,101 for three months ended January 31, 2001 and 2000  respectively  and has
reported  deficient  cash flows from  operating  activities of  $1,386,333  from
inception (July 08, 1998). To date, these losses and cash flow deficiencies have
been  financed  principally  through the sale of common stock  ($1,605,195)  and
short term borrowings (577,413).  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 coming year.

NOTE 5 - 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>

                                                             January 31, 2001          January 31, 2000

<S>                                                                <C>                        <C>
Current assets                                                     1,337,718                  0
Other assets                                                         273,963                  0
                                                                --------------           --------------
                                                                   1,611,681                  0

Current liabilities                                                  874,037                  0
Shareholder's Equity                                                 737,644                  0
                                                                --------------           --------------
                                                                   1,611,681                  0

Net Sales                                                          1,512,452                  0
Gross profit                                                         984,456                  0
Net income                                                           707,433                  0



</TABLE>



                                       7
<PAGE>


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

                                   (Unaudited)

                                JANUARY 31, 2001




NOTE 6 - Line of Credit

     The Company maintains a line of credit with a foreign financial institution
to meet short term working  capital  needs which allows the Company to borrow up
to $1,000,000 on an unsecured  basis at the prime rate of interest (8.50 percent
at January 31, 2001) plus 2.50  percent.  At January 31,  2001,  the Company had
borrowed $577,413. This line of credit expires December 01, 2001.


NOTE 7 - STOCKHOLDER'S EQUITY

     During the three months ended January 31, 2001, the Company sold, through a
private  placement,  125,000  shares of Class B common stock at a price of $1.00
per share.

     The Company  also  canceled  12,000  shares  during the three  months ended
January 31, 2001 which were  previously  issued at $1.10 through the exercise of
warrants of which the entire $13,200 was not collected and previously  reflected
as a share subscription receivable.



                                      8
<PAGE>


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


Forward looking statements.

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


Overview

     GSI 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,  we  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

3 months ending January 31, 2001 and 2000

     We are still in the  development  phase after  starting up in 1999.  During
GSI's first  quarter from  November 1, 2000 to January 31,  2001,  we incurred a
loss of $225,444 or $0.0109  per share  versus  $145,344 or $0.0073 per share in
the same period in 2000. The accumulated  deficit to date during the development
phase increased to $1,809,549 or $0.1473 per share.


Revenues

     $6,250 in revenues  were  recognized  during the quarter  versus nil in the
same  period in the prior  year.  This  related to the  sub-license  sold to GSI
Canada in May, 2000 and giving it commercialization  rights for the territory of
Canada. Since inception, revenue totals $602,659, primarily from product sales.

Cost of revenues and direct operating costs


     According to the master license  agreement  with GSI Canada,  we owe 60% of
the  price of any  sub-license  we sell to a new  licensee  and this  amount  is
payable  to  GSI  Canada  by the  end  of the  calendar  quarter  in  which  the
sub-license is granted.  $3,750 in direct operating cost for the quarter, versus
nil for the same quarter in the prior year,  relates to the sub-license  sold to
GSI Canada in its particular  role as sub-licensee  for the entire  territory of
Canada.  Since  inception,  cost of  sales is  $473,166,  including  $11,250  in
royalties and $461,916 in product costs.

Operating expenses

     During the three  months ended  January  31,2001,  we incurred  $406,725 in
operating  expenses  versus $149,824 in the same period in 2000, The increase is
attributable primarily to an increase in management fees and salary expense.

     Since  exception,  operating  expenses total $2,149,462 and these costs are
primarily associated with the development of the company.


                                       9
<PAGE>

Other income

     During the three months  ending  January 31, 2001,  $88,706 in interest was
earned mainly on the outstanding  loan to GSI Canada,  while $86,783 in interest
expense  was  incurred,  of which  $81,084 was for loans from  shareholders  and
affiliated  parties,  $5,293 was accrued  interest  due on the short term credit
facility  with our  principal  bank,  and $406 was interest due to another third
party.

     $4,480 in  interest  was  earned in the same  period in 2000;  no  interest
expense  was  incurred in the same  period in 2000.  Since  inception a total of
$165,466  in  interest  has been  earned  while $ 131,904  in  expense  has been
incurred.

     Equity in the net earnings of our European  affiliate  was $176,858 for the
period versus nil in the same period of 2000. This is discussed further below.

Liquidity and capital resources

     At  January  31,  2001 we had  $5,519  in  cash.  Cash  used  in  operating
activities  during the three months ending January 31, 2001 was $380,849,  which
was mainly attributable to the net cash loss from operations plus changes in net
operating assets and liabilities.

     Cash used in investing  activities  during the period  reflects  additional
short term loans to GSI Canada in the amount of $370,449.

     Cash provided from  financing  activities  reflects a private  placement in
December in the amount of $125,000;  as well as advances  through  January 31 of
$577,413 in short-term bank credit provided by the Societe  Generale,  a leading
bank in France, and an advance of $50,000 from a shareholder.

     In September,  2000, we entered into formal loan  arrangements with a group
of  existing  investors.  At  January  31,  2001,  the  total  amount  of  these
obligations,  including  interest,  is $2,948,804.  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. In the event of conversion,  the total number of Class B common
shares to be issued from treasury would be 2,581,584.

     The result of all  activities  during the three months  ending  January 31,
2001 was a net increase of $1,115 in our cash position.

     From inception, net cash used in operations has been $1,386,333. A total of
$3,413,741  has been used in investing  activities,  while  $4,805,207  has been
provided by  financing  activities,  including  $1,605,195  from sales of common
stock.

     With the  additional  funds received we continued to build up our New Media
Division  and by the end of January had also lent a total of  $3,542,361  to GSI
Canada,  mainly in the form of special supplier financing.  We also lent $20,028
to Groupe Solcom  International  France.  This financial  assistance enabled GSI
Canada and its  subsidiaries to complete  initial  installations on schedule and
activate  broadcasting  on the Ivanhoe  network.  Considered a direct benefit to
GSI's global  marketing  program for our  GSITV.COM,  The Total  Vision  Network
concept,  it is  anticipated  that GSI Canada will  eventually  sell the network
either in whole or in part to an established  media  operator.  The funding will
also enable GSI Canada to maintain its R & D plan and to continue developing the
business  and  distribution  of our  products  and services in Europe via Groupe
Solcom  International  France S,A.S.,  currently 75% owned by GSI Canada and 25%
owned by GSI, and whose results of operations are discussed below.

     Cash requirements of about $400,000 are anticipated  during our next fiscal
quarter to April 30,  2001,  as  spending  to sustain  operations  is  currently
running at about  $125,000 a month.  Our funding of GSI Canada is capped at $3.5
million.

     GSI Canada  requires  funding for its next project,  which is to install 50
Citycolumns on certain  properties  managed by SITQ, a large  Quebec-based  real
estate  company.  This must be obtained  independently.  With the forbearance of
SITQ, the project has been delayed pending funding.

                                       10
<PAGE>

     We  also  continue  to  seek  additional  sources  of  funding  to  sustain
operations  on a longer  term  basis.  On October  16,  2000,  we  engaged  CIBC
Investment  Banking, a division of one of Canada's largest banks to assist us in
the raising of the capital  required to continue with our business  plan. We are
now also being assisted by another large  international bank, which is providing
short term funding. Pending closing a longer term financing transaction,  bridge
financing  has  been  obtained  in the  form of an  interim  line of  credit  of
$1,000,000 from the Paris Branch of the Societe Generale in France. $577,413 has
been drawn through  January 31, 2001. The line is available to December 1, 2001.
Interest  accrues at prime plus 2.5%. An offering of  $2,000,000 in  convertible
debentures  to  the  Societe  Generale  is  under  negotiation.   We  anticipate
completing this  transaction  within the next 30 days. To sustain  operations in
the medium  term,  we also  continue to seek out new  investors  and  anticipate
completing a number of private placements.


Investment in affiliates

     Our 25% interest in Groupe Solcom  International  France S.A.S is reflected
as an  investment  in  affiliates  on the  balance  sheet.  The  value  of  this
investment  was  $200,858  at January  31, 2001 versus nil in the same period of
2000.  Total  revenue   generated  by  this  affiliate  during  the  period  was
$1,512,452,  resulting in a net income of $707,433 versus nil in 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 Technologies (3529363 Canada Inc.), we have access to some of the
most  advanced  technology  currently  available  in  the  field  of  electronic
advertising and interactive  information display. The term of the master license
is 5 years to October  26,  2004 and is  automatically  renewable  for another 5
years at the sole  discretion  of GSI. The cost was  $800,000,  $200,000 paid in
cash in November 1999; the balance in 600,000 of GSI's common shares.

     In addition to production  capacity,  through this  continuing  association
with GSI Canada we also benefit from their ongoing  research and development and
the  opportunity  to broaden and enhance our product  lines.  All  research  and
development  continues  to be conducted at GSI Canada and we have made no direct
expenditures to date for the ongoing software  enhancements.  Currently  sharing
facilities with us at Place  Mercantile in Montreal,  we now anticipate that GSI
Canada's R & D Group will be located in the new Cite  Multimedia in Old Montreal
along with our own New Media Group by May, 2001.

     Through this association  with GSI Canada,  we are able to offer a range of
products  designed  around  the  concept of  providing  useful  information  and
services  in an  attractive,  convenient  format  to  people  in their  everyday
out-of-home  environments.  Products  actually in production or in the prototype
phase  include  the  interior  or  Citycolumn  display  units,  the  exterior or
Novacolumn  display  units  often  referred to as "urban  furniture"  or "street
furniture"  in the  language  of the major North  American  and  European  media
operators and advertisers; and the transit shelter or Servicolumn units. We also
recently launched a new indoor product called Digicolumn  specially for interior
wall space applications and designed around plasma screen technology.

     In addition to revenue from product  sales,  revenue will be generated from
our  core  services.  Creative  services,  principally  in the  form of  message
content,  commenced in October,  2000. With a view to market  development we are
currently  offering  these  services free of charge.  We  anticipate  generating
revenue from  broadcasting,  network  management and maintenance,  and technical
support  starting in April,  2001. We also  anticipate  revenue  generation from
special consulting contracts;  as well as from the further sale of sub-licenses.
We expect that,  in certain  cases,  elements of the  technology  covered by the
master license will be sold separately.

     As we ramp up our commercial operations,  the business model we continue to
favor is marketing and selling our products to the existing media companies.  We
believe  this  provides the best route to rapid  deployment  of our products and
services globally over the longer term. In the context of our market development
program in Europe,  however, we have identified other avenues for exploiting our
technology.  We  believe  our  technology  is  ideally  suited  to  a  range  of
applications in a broad,  growing,  global market; is adaptable to various forms
of media  operations;  and is capable of serving the needs of both  national and
local  advertisers.  Most  importantly,  it provides  an ideal  multimedia-based
application  for new forms of display  equipment  coming on the market via major
name brand suppliers.

                                       11
<PAGE>

     Our strategy,  therefore,  is to achieve  substantial market penetration by
going down two parallel paths:  the  distribution of our products and continuing
core  services  via  well-established   channels,  as  well  as  through  direct
approaches to end users. Our targeted  customers  include the established  media
operators  as well a variety of end users  with  common  characteristics:  major
retailers and service providers seeking  concentrated,  intensive messaging to a
number of sites. The latter market is still largely unexploited,  represents the
major growth  opportunity,  and  presents  the biggest  challenge in the area of
market development.

     The  established  media  operators  serve the  large  national  brand  name
advertisers seeking the broadest possible reach for their advertising  campaigns
in  high-traffic  locations.  They provide the most  effective  route to a large
number of established municipal and private commercial sites.

     Exploiting its pinpoint  advertising  capability,  the Company is currently
pursuing additional opportunities to directly serve:

o        Hospitals and Health Clinics
o        Pharmacies
o        Dealerships
o        Chain  distributors  such as grocery,  office supply,  home renovations
         chains, restaurants, etc.
o        Banks
o        Post Offices
o        Theme Parks and Amusement Centers
o        Airport, Train, and Subway authorities


     Typically, these end users focus their messages on their specific clientele
and a simpler type of display  product is  appropriate  on their largely  indoor
sites. In this context, the Company's technology provides the means for an ideal
application for the manufacturers of plasma screens, LED screens, and projection
equipment;  specifically,  in the "display  product"  segment of their  markets.
These include Sony, Pioneer, NEC, Fujitsu, Barco, and Epson.

     In this context,  the Company is positioning  itself to possibly assume the
role of a  distributor  or Value  Added  Reseller  (VAR).  It is also  exploring
opportunities  with  other  service  providers  with  similar   characteristics,
existing access to a large number of high-traffic sites. We have also identified
potential   partners  such  as  Canada  Payphone   Corporation,   whose  primary
shareholder  is AT&T Canada.  Concentrating  on the  hospitality  market such as
hotels and corporate and commercial centers, our collaboration,  possibly in the
form  of a  joint  venture,  could  lead to the  integration  of our  respective
products and  services.  Interactivity  and the further  integration  of phones,
ATMs, Internet access, SmartCard access, and media are foreseen in this context.

     The Company is in various  stages of  development  in  targeted  geographic
locations where financial and human  resources,  industry  contacts and fruitful
associations  are available.  In line with our marketing plan for our first year
of  operations,  we  concentrated  on the North  American  market,  focusing  on
significant   opportunities  identified  in  Canada.   Accordingly,   the  first
sub-license  was  granted  to GSI  Canada  on May 4,  2000 to  distribute  GSI's
products  nationwide  in Canada.  The price for the  sub-license  was  $250,000,
payable  in ten  annual  installments  of  $25,000  each.  At this  stage in our
development, Europe is presenting the best opportunities for rapid deployment of
our  technology.  We are currently  focussing on this market and a sub-licensing
structure  is  under  negotiation  in the  context  of our dual  path  marketing
strategy  for  Europe.  Pending  completion,  and in  recognition  of a  planned
acquisition  which  is  discussed  blow,  we  have  authorized  the  use  of our
technology in France and Italy by our European affiliate.

     Our principal  market in the area of out-of-home  advertising is mature and
dominated by a relatively small number of large,  well-developed media companies
such as Pattison,  JC Decaux,  Outdoor  Systems and Clear  Channel,  through its
Adshel,  Eller Media, and More groups. We believe that the opportunity exists to
both supplant old, static forms of advertising  signage and to increase exposure
in terms of "viewers per day" in the out-of-home  environment,  both indoors and
outdoors.  Pending  a formal  contract  with at  least  one of the  major  media
operators,  our short term plan is to deploy our products via our affiliates and
subsidiaries in prime  territories and to sell advertising spots directly to end
users.


                                       12
<PAGE>

Canada

     Primarily in Quebec,  GSI Canada has assumed the role of media operator and
acquired the right to install its products on sites managed by 3 major  property
managers and a large entertainment  complex in Montreal operated by Canderel,  a
leading Canadian property developer.

     Barco has proposed that GSI Canada  collaborate  as a Value Added  Reseller
(VAR). An agreement was signed in February,  2001. Reflecting Barco's confidence
in our  technology  and  deployment  concept,  it  calls  for  GSI to  sell  the
equivalent of $8 million worth of Barco display products annually.

     Our initial  focus  continues  to be on the interior  market.  Broadcasting
operations have begun and content is gradually added to the showcase  network of
32 CityColumns  installed on Ivanhoe properties in Quebec and Ontario.  Although
no revenues have been generated to date we are confident local  advertisers will
be attracted.

     50 units remain to be installed on properties  managed by SITQ,  one of the
largest  property  managers in the  province  of Quebec and wholly  owned by the
Caisse de Depots et  Placements,  the  provincial  pension  fund.  Originally to
commence in October,  2000 with a planned  completion date of December 31, 2000,
with the concurrence of the property  manager,  installations  have been delayed
pending  funding.  This sale of one of our products to GSI Canada would generate
an  additional  $850,000 in revenue to be followed by revenues  from our ongoing
services.  GSI Canada is  actively  seeking an  advertising  media  operator  to
participate in this  transaction and to continue  developing the Canadian indoor
market for our products and services.

     Pending an agreement  with a media  operator,  GSI Canada will  continue to
seek  opportunities to make installations in Canada and to seek separate funding
wherever possible. In addition to the Ivanhoe and SITQ contracts, a contract has
been signed with Tulon  Development  Corporation,  a major  property  manager in
Eastern  Canada,  giving GSI Canada the right to install 14 Citycolumns on their
properties,  principally in the  Maritimes.  This also requires  funding.  Other
major shopping  center owners and property  managers such as Cadillac  Fairview,
and Oxford are being approached by GSI Canada.

     On January 31,  2001,  GSI Canada  concluded a 10-year  agreement  with the
Forum  Entertainment  Center,  securing a mandate to  conceive  its WEB site and
develop its consumer  loyalty program using smart card technology as well as the
right to install out-of-home  advertising  products in and around the Forum. The
Montreal Forum is scheduled to open officially in April 2001.

     Each of these operations is an integral part of a turnkey project developed
by GSI Canada for Canderel,  a Montreal-based  real estate developer and manager
of the Forum.  We will  benefit  directly  from the sale of products and ongoing
services.  The  following  products  will be  displayed  at the  Forum:  backlit
posters,  static  display units in the  restrooms,  Digicolumn  plasma  screens,
outdoor  columns,  giant outdoor LED screen,  interior  projection  screen and a
banner display system raised on the outside of the Forum. The services  provided
by GSI include the  operation,  maintenance,  promotion and sales of the network
advertising.  Upon its  opening  in the  spring  of  2001,  the  Montreal  Forum
Entertainment  Center will be the greatest  cinema and amusement  complex of its
kind in Canada.  Drawing upon its  remarkable  70 years of history as the city's
premier  entertainment  destination,  the  Forum  combines  sophisticated  movie
theaters, a giant screen theater,  boutiques,  theme restaurants,  and high-tech
games within a single unique and exceptional complex.


     The project  with  Canada  Payphone  Corporation  (CPC),  Canada's  leading
competitive  payphone  service  provider has been deferred  indefinitely  due to
funding  issues and other  business  priorities.  Although we still  believe the
project has great potential,  it is uncertain it will be reactivated in the near
term. On September  29, 2000,  we had jointly  announced our intention to form a
joint-venture  to  market  a new  range  of AT&T  branded  products.  Under  the
agreement and joint  business plan for the  development  of the market in Canada
and   internationally,   GSI  would  integrate  Canada  Payphone   Corporation's
interactive payphones and Internet kiosks with its own range of display products
being  deployed  on  GSITV.COM,   The  Total  Vision  Network.  Canada  Payphone
Corporation  has developed an  interactive  full video  payphone  system,  named
Grapevine as well as an Internet  kiosk with smart card reader  called PIK . GSI
Technologies  would broadcast  information and provide 24 hour management of the
network  content from its new  facilities  in the Cite  Multimedia  on Grapevine
interactive  phones  and  PIK  Internet  kiosks,  in  addition  to  its  exiting
electronic  display  products.  Through its New Media  Division,  GSI would also
produce  all  advertising  and  Internet   content,   marketing  and  e-commerce
solutions.

                                       13
<PAGE>


USA

     Through our office in Orlando, Florida, theme parks and tourist centers are
our primary  target.  All levels of  government  have been  contacted and strong
links  established  with  Florida's   "Enterprise  Florida"  program  which  was
instrumental in developing the Milan, Italy territory under the US Department of
Commerce umbrella.  In May, 2001 the same agencies will be sponsoring GSI at the
COMDEX Trade Fair in Mexico City.  The Orlando  Development  Commission  and the
city of Orlando have made overtures about the availability of funds for training
for our prospective employees.  Meanwhile, with the support of these agencies we
were able to submit offers of services to two local  airports and the convention
center, as well continuing to make headway with the local tourism industry.  Our
progress will improve with the  availability  of additional  financial and human
resources.



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 them and the progress of our European
affiliate,  Groupe Solcom  International  France  S.A.S.,  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 and Italy.

     We have also been  collaborating in a pilot project with major participants
in the out-of-home industry: Adshel and Barco. Concurrently,  we are approaching
end users directly and have received 2 orders from purchasers in Milan.

     In August,  2000,  Clear Channel  International  formally  requested GSI to
participate  in a pilot project  network of large Barco supplied LED screens and
the relatively new variety of plasma screens using our broadcasting  technology,
the initial  sites being in France and  Switzerland  with the  broadcasting  and
provision  of  creative  services  from  our  studio  in  Paris.  Using  the GSI
Multimedia  Pack,  Clear  Channel's  Adshel  division  was able to  announce  on
December 4, 2000 that it had won a major  street  furniture  contract in Nantes,
the sixth largest city in France.

     On November 21, 2000, we announced  several  strategic  moves that open the
doors to the large  European  market;  first  that we had  entered  into a major
agreement  with Adshel,  a division of Clear Channel  International  and a world
leader  in  urban  advertising;   secondly,  that  we  had  also  lined  up  the
participation  of ITV,  a  French  company  specializing  in the  production  of
television  programs and a member of CANAL+.  And in order to offer financing to
its  customers,  we had  enlisted  the  support  of Siemans  Finance,  a leading
international financial institution.

     According to the strategic  agreement with Adshel,  GSI will provide Adshel
with access to the GSI Multimedia  Pack and related  hardware on a global basis.
GSI's unique broadcasting  technology and integrated  advertising  solution will
enable Adshel to:  continuously  broadcast  targeted content such as information
capsules,  animated  advertising spots and entertainment;  frequently update the
content  by  remote  control;  offer  digital  quality,  interactivity  and  the
possibility of integrating  interactive  services into its  advertising  display
products. We expect to complete negotiations regarding the specific terms of the
sale of the license for the GSI Multimedia Pack by the end of this month.

     GSI's technology is the inevitable  solution,  in our view the missing link
in the modern  out-of-home  advertising  chain.  As  information  technology and
related business models are evolving  rapidly in line with computer  technology,
networking,  telecommunications and the Web, GSI now offers a unique, integrated
out-of-home advertising solution.

     Our  technology has met all of Adshel's test  requirements.  This agreement
provides GSI with a  first-class  stepping  stone in Europe,  paving the way for
attractive  contracts with multiple  applications  in major urban centres.  This
Master  Software  Access  Agreement will open new markets and promising  revenue
potential for GSI in the years to come.

                                       14
<PAGE>

     Subsequent  contracts to install  networks in various public locations will
be  according  to the size and type of  screens  deployed  in the  networks.  We
recently made a first public bid for a major service network in France, with the
backing of  prestigious  partners  such as Sony,  France  Telecom  and ITV.  The
association  with  ITV,  a member  of  Canal+,  will  provide  GSI with  quality
French-language  television content and information  capsules of public interest
that are  frequently  updated and targeted to the different  regions  across the
country. GSI will provide the broadcasting medium,  effectively  integrating the
information with the advertising loops transmitted to the interactive multimedia
terminals from its broadcasting station in Paris.

     The   partnership   protocol  with  Siemens   Finance  makes  available  an
advantageous  leasing program for GSI's customers in the European  Community.  A
flexible  financial  program,  it features  various  facilities that will enable
GSI's  partners to update  their  equipment  and remain at the  leading-edge  of
technology.

     These  three  agreements  are   complementary,   assuring  us  of  reliable
partnerships  with major  companies  in the field of media and urban  furniture,
information  content,  and customer  financing.  They will  greatly  enhance the
expansion  of  our  technological  platform  in  the  European  market  and  the
efficiency of our operations both in Montreal and Paris.

     On February 8, 2001 GSI and Barco Daylight Display Systems,  a world leader
in large  screen video and graphic  display  technology,  announced  that we had
signed a Value  Added  Re-marketing  agreement  for  Barco's  Dlite LED  display
products.  BARCO Group has  headquarters in Kuurne,  Belgium.  Barco  Prjoection
Systems, of which Barco Display Systems is a business unit, is one of five major
activities.  Barco has a network of subsidiaries,  distributors and agents in 97
countries  throughout  the world.  Barco has been quoted on the Brussels  Bourse
since 1986.

     We are cooperating with Barco for the design and  implementation of digital
signage solutions world wide.  Integrating two complementary  products,  GSI and
Barco offer a complete  turnkey  solution for digital  signage with street level
advertising  units.  As our  first  step,  this  month we  intend  to  install a
prototype   Servicolumn   equipped  with  digital  signage.   ServiColumn  is  a
customized,  outdoor, self-contained unit that is designed to be incorporated in
the display portion of transit shelters. A double-faced type of urban furniture,
one face has a 7 sqm high-resolution daylight display (size: 5.87 ft x 4.40 ft);
the other face has an Internet interactive kiosk.

     In addition to building  relationships with media operators like Adshel and
major suppliers like Barco, our European affiliate,  Groupe Solcom International
France,  continues to identify end users for our products and services.  Initial
orders  have  been  received  from  MCR  Multimedia  in  Milan,  Italy  for  the
installation  of a network of 97  projectors  and  screens  in the city's  metro
system.  Multimedia Hospital has also placed an order for us to set up a network
of 70 plasma  screens in their  network of hospitals  and  surgical  facilities.
TreDWeB,  a local  networking and graphic arts firm was acquired by our European
affiliate in January in order to manage  installations  and provide  content via
the GSI Multimedia Pack.

     On February 26, 2001,  the Boards of  Directors  of both  companies  having
approved the  transaction in principle,  we announced that we will be presenting
an offer to the  shareholders  of 3529363  Canada Inc. ("GSI Canada") to acquire
its interest in Groupe Solcom International  France S.A.S.,("GSI  Europe")by way
of cash and a share  exchange.  The  acquisition  is subject  to an  independent
evaluation  and fairness  opinion,  final approval by the  shareholders  of each
Company,  and appropriate  filings with regulatory  authorities.  We expect this
transaction to be completed by June, 2001.

     This announcement  superseded an earlier announcement of November 28, 2000.
After careful  consideration,  the Board of Directors of GSI has concluded  that
this revised  transaction will be more conducive to maintaining the focus on the
commercialization  of core  products and  services.  Upon  reaching a definitive
agreement,  we will  file a  registration  statement  with  the  Securities  and
Exchange Commission to register the Class B Common Stock required to effectively
complete  the  transaction.  The  required  filings  will  also be made with the
"Commission des Valeurs Mobilieres du Quebec," or "CVMQ".

     As an important  strategic  step at this stage in the  evolution of GSI, we
believe it is in the interest of all of our  stakeholders to fully integrate our
rapidly  growing   operations  in  Europe.  By  strengthening  our  organization
structure  and  focussing on our core  business,  we will improve our ability to
raise the needed capital,  more  efficiently  deploy the required  financial and
human resources, and thereby enhance shareholder value.

                                       15
<PAGE>

     Groupe Solcom International France S.A.S. ("GSI Europe") is a subsidiary of
GSI  Canada,  which  owns 75% of the  company.  Headquartered  in  Paris,  it is
deploying  GSI's  technology  under a  provisional  license for the territory of
Europe.  GSI Europe's current  operations are based in Paris,  France and Milan,
Italy,  considered  the  most  hospitable  environments  at  this  stage  of its
expansion.  GSI  Europe  has been  collaborating  in pilot  projects  with major
participants in the out-of-home  advertising  industry,  principally  Adshel and
Barco. Concurrently, it is approaching potential end users directly.

     GSI Europe  operates a graphic  studio  for 2D and 3D  animation  in Paris.
Projects have been undertaken in France, Italy and Morocco.  Initial orders have
been received from MCR  Multimedia in Milan,  Italy for the  installation  of an
interactive  network in the city's  subway.  The value of the contract is US$1.7
million. GSI Europe has already received a letter of intent for the second phase
of Milan's  subway project for a potential  sale value of US$5.4  millions.  GSI
Europe  recently  acquired  TreDweb,  a Milan-based  networking and graphic arts
firm, with 20 employees and annual revenues of US$ 1 million.

     On March 5, 2001 we  announced  the planned  opening of a new office in the
United Kingdom. To facilitate important contracts currently under negotiation in
the UK,  GSI USA will  proceed  with  the  installation  of a fully  operational
broadcast studio and sales center in London.  Complementing  activities in Paris
and Milan,  we expect our new  facilities in London will be  operational  by May
1st, 2001.


Product manufacturing and services

     Building on the extensive  network of affiliations and strategic  alliances
of our  affiliated  company in Canada,  we are able to completely  outsource the
integration and production of our products. The prime contractor is HiTech Neon,
currently  the  largest and longest  operating  subsidiary  of GSI Canada with a
forty year history in the sign business. This affiliated supplier is responsible
for  the   production  of  the  encasement   modules  either   directly  or  via
sub-contracting.  Subject to a competitive  ordering process,  computer hardware
components  as well as  networking  and cabling  services  are ordered  from ITS
Service  Inter-teck,  also a subsidiary  of GSI Canada.  While all key suppliers
have the required  capacity to complete  the planned  production  schedule,  the
continuing challenge is for HiTech Neon to meet accelerating demand.  Additional
manpower  and  space  will be  required  to gear  up to the  planned  production
schedule.  Sub-contracting  arrangements  are in place.  Labor  relations at the
HiTech Neon plant located in a suburb of Montreal are considered excellent.

     Although we will  eventually  outsource the advertising  services,  our New
Media Division will provide the content for GSITV.COM, The Total Vision Network.
As part of our  strategy to grow and expand in the  information  technology  and
multimedia   industries,   we  intend  to  pursue  an  aggressive   mergers  and
acquisitions  program.  The program is designed to help us reach a critical mass
of activity,  to achieve substantial  vertical  integration and control over the
production processes;  as well as to create a strong financial  underpinning for
the continued  development  of our core  business.  Additional  funding would be
required  in order to help  finance  acquisitions  and  capitalize  on  emerging
opportunities.


                           PART II - OTHER INFORMATION

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

     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.

     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.

                                       16
<PAGE>


Item 2. Changes to authorized shareholders' capital
---------------------------------------------------

     On August 1, 2000,  the Board of Directors  resolved  that all 5,000,000 of
the  Corporation's  Class A authorized and unissued  shares be cancelled and the
by-laws of the Corporation be amended and the appropriate  filing with the State
of Delaware be made. This will be completed early in 2001.


Item 3.  Defaults upon senior securities
----------------------------------------

None.

Item 4.  Submission of matters to vote of security holders
----------------------------------------------------------

None.

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

     On February 16, 2001, we announced several  management  changes and two new
appointments to the Board of Directors:

     Mr. James A. Hone, who has served as the Company's Chief Financial  Officer
since its founding in 1999, took on a new mandate as Special Advisor to the CEO.
In this  consulting  capacity,  he will focus on several key strategic  projects
related  to the  integration  of  GSI's  affiliated  entities  and to  long-term
financing. He will continue to guide the Company's business planning process and
assist  Management  and the  Board  in the  area  of  corporate  governance.  He
continues to serve as a member of the Board of Directors.


                                       17
<PAGE>

     Mr. Sylvain Ethier,  C.A. was appointed interim Chief Financial Officer. He
is 37. A founding partner in the accounting firm of Pontbriand, Roy, Ethier, and
a member of the  Order of  Chartered  Accounts  of  Quebec,  he  qualified  as a
chartered  accounted  in 1987.  The firm serves  mainly  small and  medium-sized
businesses.  He was an audit team  leader with Adam  Authier  Boyer from 1985 to
1987 and with Ernst & Young  from 1987 to 1992.  He is a past  President  of the
Association of  Businesspeople of St-Hubert and member of the Board of Directors
of the South Shore Chamber of Commerce.  A graduate of the University of Quebec,
he has completed his B.S. in accounting in 1985.

     Dr. Jean-Paul  Cajolais,  Vice President Marketing & Director of Operations
USA,  joined the Board of  Directors.  Based at the  Company's  headquarters  in
Orlando,  Florida, Mr. Cajolais' primary responsibility is developing the market
for the Company's  products and services in the United States.  Prior to joining
GSI in early 2000,  he managed and was a consultant  to  institutions  of higher
learning.  More  recently,  Dr.  Cajolais  has  been  a  consultant  for  HUD in
Washington,  DC, coordinating  training and employment services. He is currently
Chairman of the Programs' Committee of the Mid-Florida Tech College, Chairman of
the Orlando  International  School,  Board  Member of the Orlando  International
Fashion  Academy,   Board  Member  of  the  Disadvantaged   Population  Advisory
Committee,  Director of the Central  Florida  Drug  Information  Group and Board
Member of the Center for Drug Free Living.  Dr.  Cajolais is also Notary  Public
for the  State  of  Florida  and the  Province  of  Quebec  International  Court
Appointee,  Designated  Official  of the  United-States  Department  of  Justice
(Immigration and Naturalization Services) and Arbitrator for the Better Business
Bureau. Mr. Cajolais is a graduate of the University of Montreal with a Ph.D. in
Education  (Instructional  Design) and a Masters  Degree in  Business  Education
(Business and Industry training). He is 61.

     Mr. Rene Arbic,  President of Bridgepoint  International  Inc.,  joined the
Board of  Directors.  He is 47. On  retiring  in 1997 after a 25-year  career in
operations and sales with Bell Canada and Stentor,  the former Canadian alliance
of  telecommunications  carriers,  he launched a  successful  telecommunications
consulting firm. He then co-founded Bridgepoint International, a rapidly growing
innovator  in  the  field  of  shared  networking  facilities,  voice  and  date
switching,  and local technical  support.  Bridgepoint  centers are currently in
operation in Montreal,  Toronto,  Calgary, and Vancouver, as well as in New York
and Los  Angeles.  The Company is now listed on the Toronto  Stock  Exchange and
plans to expand in internationally.


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


The following exhibits are contained in this 10-QSB:

    Exhibit No:         Description
    -----------         -----------

        27              Financial Data Schedule




                                   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 19, 2001              GSI TECHNOLOGIES USA INC.


                               By:   /s/  Michel de Montigny
                                     --------------------------------
                                        Michel de Montigny

                                        Chief Executive Officer