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

                                 FORM 10-QSB / A
                                   AMENDMENT 1

                                   (MARK ONE)

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

                For the quarterly period ended JANUARY 31, 2003.

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

              For the transition period from _________ to ________

                         COMMISSION FILE NUMBER: 0-31229

                            GSI TECHNOLOGIES USA INC.

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


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


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

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

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

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

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


<PAGE>
<TABLE>
<CAPTION>

                              INDEX TO FORM 10-QSB
                     FOR THE QUARTER ENDED JANUARY 31, 2003


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

ITEM 1. FINANCIAL STATEMENTS (UNAUDITED)
----------------------------------------
Balance Sheet as of January 31, 2003                                      3

Statement of Operations for the Three Months ended January
31, 2003 and 2002                                                         4
Statements of Cash Flows for the Three Months ended January
31, 2003 and 2002                                                         5

Notes to Financial Statements                                             6

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

PART II. OTHER INFORMATION
--------------------------

Item 1. Legal Proceedings                                                11

Item 2. Changes in Securities                                            11

Item 3. Defaults Upon Senior Securities                                  11

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

Item 5. Other Information                                               11-12

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

Certifications                                                           13

Signature                                                                14

Exhibit 99.1                                                             15
</TABLE>


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


                                   ASSETS
                                   ------
<S>                                                             <C>
Current Assets
  Cash and cash equivalents                                     $   179 505
  Receivables - net                                                   7 628
                                                                ------------

    Total current assets                                            187 133
Property and equipment, net                                         103 964
Intangible assets, net                                              164 872
                                                                ------------

    TOTAL ASSETS                                                    455 970
                                                                ============

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

Current Liabilities
  Accounts payable                                                   93 579
  Accrued financing costs                                            67 100
  Accrued default penalty                                            50 000
  Accrued legal settlement                                           12 896
  Notes Payable                                                     635 126
  Investment proceeds liability                                     241 778
  Other current liabilities                                          88 376
                                                                ------------

    Total current liabilities                                     1 188 855

Stockholder's Equity
  Common Stock, class A, $1.00 par value; authorized                      -
    5,000,000 shares; issued and outstanding none
  Common Stock, class B, $.001 par value; authorized                 26 291
    55,000,000 shares; issued and outstanding - 26,291,023
  Paid in Capital                                                 5 220 388
  Accumulated deficit                                            (5 978 436)
  Accumulated other comprehensive income
    Foreign currency translation                                     (1 128)
                                                                ------------

    Total Shareholder's Equity (Deficit)                           (732 885)

     TOTAL LIABILITIES AND SHAREHOLDER'S EQUITY                 $   455 970
                                                                ============
</TABLE>

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


<PAGE>
<TABLE>
<CAPTION>
                            GSI TECHNOLOGIES USA INC
                            STATEMENT OF OPERATIONS
             FOR THE THREE MONTHS ENDED JANUARY 31st, 2003 AND 2002
                                  (UNAUDITED)


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

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

Gross Profit                                                   -        13 116

Operating Expenses:
       Marketing                                           1 431         8 361
       Salaries and related costs                         11 201        38 996
       Rent                                                9 000        37 723
       Professional fees                                   9 635         6 572
       Consulting                                          9 221             -
       Software development                               30 830
       Depreciation                                        1 080           973
       Amortization                                       23 739        23 846
       Other selling, general and administrative          31 702        28 104
                                                     ------------  ------------
          Total operating expenses                       127 839       144 574

          Loss before other income (expense)            (127 839)     (131 458)

Other income (expense):
       Interest income (principally related party)
       Interest expense (principally related party)       (9 308)       (4 342)
       Foreign exchange gain/(loss)                                      8 569
       Equity in net earnings (loss) of affiliates             -             -
                                                     ------------  ------------
          Total other income (expense)                    (9 308)        4 227

                                                     ------------  ------------
Net Loss                                                (137 146)     (127 231)
                                                     ============  ============

Basic weighted average common shares outstanding      26 291 023    25 461 917
                                                     ============  ============

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


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


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


                                                               For the three months
                                                                ended January 31,
                                                              ----------------------
                                                                 2003        2002
                                                              ----------  ----------
<S>                                                           <C>         <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income (Loss)                                             $(137 146)  $(127 231)
Adjustments to reconcile net income (loss) to net cash
  used in operating activities:
       Depreciation and amortization                             24 819      24 819
       Issuance of stock for contract settlement                      -      38 996
       Accrued Interest Expense                                       -       4 060

Changes in Operating assets and liabilities:
       Receivables and other current assets                      (7 628)     26 593
       Accounts Payable and Accrued Liabilities                 (47 933)     35 979
                                                              ----------  ----------

Net cash provided by/(used in) operating activities            (167 888)      3 215

CASH FLOWS FROM INVESTING ACTIVITIES:
Net cash provided by/(used in) investing activities
       Loan Receivable, principally related parties                   -      (8 270)
       Purchase of property and equipment                       (41 743)          -
                                                              ----------  ----------

Net cash provided by/(used in) investing activities             (41 743)     (8 270)

CASH FLOWS FROM FINANCING ACTIVITIES:

Proceeds from:
  Notes payable                                                 290 980           -
  Investment proceeds                                            98 155           -
  Sales of common stock                                               -           -
                                                              ----------  ----------

Net cash provided by/(used in) financing activities             389 135           -
                                                              ----------  ----------

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

Net increase (decrease) in cash and cash equivalents            179 505      (5 055)
Cash and cash equivalents, beginning of period                        -       6 019
                                                              ----------  ----------

Cash and cash equivalents, end of period                      $ 179 505   $     964
                                                              ==========  ==========
</TABLE>
SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING AND FINANCING ACTIVITIES:
     None
Read the accompanying summary of significant accounting notes to Financial
statements, which are an integral part of this financial statement.


<PAGE>
                           GSI TECHNOLOGIES USA, INC.
                   NOTES TO THE CONDENSED FINANCIAL STATEMENTS
                                   (Unaudited)


NOTE 1 -BASIS OF PRESENTATION

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

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

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


NOTE  2  -  NET  EARNINGS  (LOSS)  PER  SHARE

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


NOTE 3 - DETAILS OF FINANCIAL STATEMENT COMPONENTS

<TABLE>
<CAPTION>
                                            January 31, 2003
<S>                                         <C>
Property and Equipment:
  Furniture and fixture                     $         38,934
  Computer and other equipment                        21,701
  Leasehold improvements                              53,543
  Less:  Accum depreciation & amortization            10,214
  Property and equipment, net               $        103,964
</TABLE>


NOTE 3 - DETAILS OF FINANCIAL STATEMENT COMPONENTS (CONTINUED):

<TABLE>
<CAPTION>
Intangible Assets:
<S>                                                               <C>
  License rights  -                                               $ 474,779
  (Gross amount of $800,000 acquired from affiliate and
  recorded at predecessor basis with the cost over such basis of
  $325,221   recorded as a dividend to affiliate).
  Accumulated amortization                                         (309,907)
                                                                  $ 164,872

     Amortization expense for the period                             23,739
</TABLE>


<PAGE>
NOTE  4 - NOTE PAYABLE

On  May  15, 2002 the Company signed a promissory note for $330,000. The term of
the  note  is for 60 days and the rate of interest is prime plus 2%. The Company
also  agreed  to issue 2 million shares of Class B Common Stock to the lender as
part  of the transaction as an origination fee which was valued at .05 per share
totaling  $100,000.  On  June  20, 2002, a shareholder of the Company indirectly
forwarded  to  the lender 1,114,000 shares as collateral for this transaction on
behalf  of  the Company thereby assigning 55.7% ($55,700) of the origination fee
liability  from  the  lender  to  the  shareholder.  On  June  20, 2002, another
shareholder  of  the  Company directly forwarded to the lender 886,000 shares as
collateral for this transaction on behalf of the Company thereby assigning 44.3%
(44,300) of the origination fee liability from the lender to the shareholder. On
June  21,  2002  the Company agreed to issue 1,114,000 shares to the shareholder
who  advanced  his shares to the lender as well as issuing an additional 222,800
for  his  assistance  in  this  matter. The 222,800 were valued at .05 per share
totaling  $11,140  and  reflected  as interest in the October 31, 2002 financial
statements.  At  October  31, 2002, no shares had been issued to the shareholder
and  the  origination fee liability of $55,700 as well as the additional $11,400
in  accrued  interest  remained reflected as liabilities in the October 31, 2002
financial  statements  .  On June 21, 2002 the Company and the other shareholder
who  forwarded 886,000 shares to the lender agreed that he would not receive any
shares  from the Company for his assistance in the matter. The Company reflected
this  as  relieving the balance of the accrued origination fee liability with an
offset  to  Paid  in  Capital  in  the amount of $44,300 in the October 31, 2002
financial  statements.  At October 31, 2002, the note had not been paid back and
the  accrued interest totaled $4,837. As part of the agreement, the Company will
issue  an  additional  1,000,000  shares  as a default penalty valued at .05 per
share  totaling  $50,000.  At  October  31, 2002, the Company had not issued any
shares related to default penalty. The default penalty amounts have been accrued
and reflected in the October 31, 2002 financial statements. At January 31, 2003,
the  note  had  not  been  paid  back  and  accrued  interest of $5,362 has been
reflected  in  the  financial  statements.  This  note  including  all  interest
associated  with  it  was  $340,199  at  January  31,  2003.

On  December  18,  2002,  the Company signed a promissory note for $440,000 CAD,
approximately  $290,980  USD with an unrelated party. The note bears interest of
11%.  At  January  31, 2003 interest of $3,946 has been accrued and reflected in
the  financial  statements.  The  balance  of  the  note, including interest, at
January  31,  2003  is  approximately  $294,926  USD.


NOTE 5 - COMMITMENTS AND CONTIGENCIES

Investment  agreements
On  September  10, 2002 the Company entered into an investment agreement whereby
an  investment group will advance up to $300,000 from September 10, 2002 through
February  1,  2003. In consideration for the proceeds, the Company will issue on
February 1, 2003, 6 million shares of Class B Common Stock, 2,000,000 options at
an  exercise  price of $0.10 expiring January 31, 2010 and 2,000,000 warrants at
an  exercise  price  of $1.20 expiring on February 1, 2005. At October 31, 2002,
$143,623  had been advanced to the Company. During the three month period ending
January  31,  2003,  additional  advances totaling $98,155 had been received. At
January  31,  2003,  a  total  of  $241,778  had  been  advanced to the Company.

In  November  2002,  the Company entered into an investment agreement whereby an
additional  investment  group  will  advance  up  to $125,000 from November 2002
through February 2003. In consideration for the proceeds, the Company will issue
on  February  1,  2003,  2.5  million  shares of Class B Common Stock, 2,000,000
options  at  an  exercise  price of $0.050 expiring January 31, 2010. During the
three  month  period  ending  January  31,  2003, no advances had been received.


<PAGE>
Office leases

On September 1, 2002, the Company entered into a three year office lease for its
Monteal  office  with  monthly  payments  approximately  $2,000.

On  October  1,  2002,  the Company entered into a one year office lease for its
U.S.  office  with  monthly  payments  approximately  $1,000.

Legal  Matters

We  remain  party  to  one proceeding initiated by another party in the Superior
Court  of  the Province of Quebec, District of Montreal. An amount of $98,766 in
Canadian  dollars  has  been claimed for our alleged failure to pay a commission
and  consequent  damages  relating  to  negotiations  with  GSI  Canada  for  an
acquisition.  Legal  counsel  advises that, in his opinion, the case against the
company  is  without  merit.

On  September  2001,  we  received  a law suit from a former employee for unpaid
salaries.  We  concluded an out of court settlement, on November 22nd, 2002, for
the  amount  of  approximately  $7,750 US ($12,000 CAD) as final settlement. The
$7,750  had  been  accrued  and  reflected  in  the  October  31, 2002 financial
statements.

     The  Company has been involved in litigation for unpaid business taxes with
the  City  of  Montreal.  The  litigation  has  been  settled  in  the amount of
approximately $23,000 of which approximately $5,000 has been paid by October 31,
2002 and the remaining $18,000 due to the City of Montreal has been reflected in
accounts  payable  at  October  31,  2002.  During the three month period ending
January  31,  2003 no payments were made towards this debt. At January 31, 2003,
the  outstanding  balance  remained  at  $18,000.


NOTE 5 - COMMITMENTS AND CONTIGENCIES (CONTINUED):

In  March 2002, a former Director, who was also an Officer in the Company, along
with  another  employee of the Company, filed a civil action against the Company
in  the  State  of  Florida  alleging  unpaid  wages  and expense reimbursements
totaling  approximately $225,000. The Company has not retained legal counsel but
believed this complaint to be without merit and is in the process of negotiating
a  settlement  and release agreement with these two individuals in the amount of
approximately  $13,000.  The  Company  has  received an oral confirmation to the
$13,000  settlement  and  release  agreement.  The  $13,000 had been accrued and
reflected  in  the  October 31, 2002 financial statements. The Company and these
individuals  have agreed to sign the settlement agreement related to this matter
on  February  27,  2003.

Consulting  agreement
     On May 27, 2002, the Company entered into a consulting agreement with a non
affiliated individual.
     The agreement is for one year and the annual amount of the agreement is
approximately $100,000.

NOTE 6 - SOFTWARE DEVELOPMENT

The  Company is currently developing software for resale to prospective clients.
The  Company  capitalizes  cost of materials, consultants, interest, and payroll
and payroll-related costs for employees incurred in developing computer software
for  resale  once  technological feasibility is attained. Currently, the Company
has  contracted  with  consultants  to  develop  the  software.  Technological
feasibility  is  established  when  the  Company  has  completed  all  planning,
designing,  coding,  and testing activities that are necessary to establish that
the  product  can  be  produced  to  meet  its  design  specifications including
functions, features, and technical performance requirements. Until technological
feasibility  is  established, all costs associated with the software development
are  considered  research  and  development  expenditures  and  are  charged  to
development  expense  in  the  period  incurred.


NOTE 7 - GOING CONCERN

The  accompanying  financial  statements have been prepared assuming the Company
will  continue  as  a  going  concern.


<PAGE>
The  Company  reported  a  net loss of $137,146 (unaudited) for the three months
ended  January 31, 2003 and a loss of $5,978,436 (unaudited) since inception. As
reported  on  the  statement  of  cash flows, the Company incurred negative cash
flows  from  operating activities of $167,888 for the three months ended January
31,  2003.  Continuation  of  the  Company  as a going concern is dependent upon
obtaining  sufficient  working  capital  for  its  planned  activity. Additional
capital and/or borrowings will be necessary in order for the Company to continue
in  existence  until attaining and sustaining profitable operations. The Company
continues  to  aggressively  pursue  strategic alliances which will bring a cash
infusion,  restructuring  and  forward  looking  business  plan.


NOTE 8 - RELATED PARTY TRANSACTIONS

Legal  fees  to  Director's  firm
     During  the  three  month  period  ending January 31, 2003, the Company has
retained  legal  services  from  a firm in which a director of the Company, Marc
Cote, is a partner. The Company incurred approximately $3,300 in legal fees from
this  firm  in  the  three  month  period  ending  January  31,  2003  .

NOTE 9 - INCOME TAXES

The  provision  for  taxes  on  earnings  for the three months ended January 31,
consist  of:

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

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

At  January  31,  2003, the Company has a Federal tax net operating loss ("NOL")
carryforward of approximately $5,000,000, which expires at various dates through
2015.

The Company did not provide any current or deferred United States federal, state
or  foreign  income tax provision or benefit for the period presented because it
has  experienced  operating  losses  since inception. The Company has provided a
full  valuation allowance on the deferred tax asset, consisting primarily of net
operating  loss  carryforwards,  because  of  uncertainty  regarding  its
realizability.

NOTE 10 - SHAREHOLDERS' EQUITY

Common Stock

The  Company  has  5,000,000  shares  of class A common stock which to date have
never  been  issued. Management has no intent of issuing any of these shares and
will  be  canceling  these  shares  by  filing  an  amendment to the articles of
incorporation  with  the  State  of  Delaware.

The  Company has 55,000,000 authorized shares of Class B common stock with a par
value  of  $.001.  Each  share  entitles  the  holder  to  one  vote.

During  the three month period ending January 31, 2003, no shares were issued by
the  Company.


<PAGE>
NOTE 11  - 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 On
October 02, 2000, 925,000 options with an exercise price of $1.25 had been
issued to consultants and other non employee affiliates who rendered services to
the Company throughout the year. The services were rendered in the fiscal year
ending October 31, 2000. The expense for such services were reflected in the
financial statements ended October 31, 2000. As an incentive to maintain a
relationship with these consultants and non employee affiliates, the Company
issued these options for anticipated future services. These future services were
not received. The options vest one-third on December 18, 2000, one third on
December 18, 2001 and one third on December 18, 2002. The stock options expire
seven years from the date they were granted.

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

<TABLE>
<CAPTION>
                                                                                            January       January
FAS 123 "Accounting for stock based compensation                                           31, 2003      31, 2002
Paragraph 47 (a)
<S>  <C>                                                                                  <C>           <C>
     1.Beginning of year - outstanding
        i. number of options/warrants                                                         308,333       308,333
        ii. weighted average exercise price                                                      1.35          1.35
     2. End of year - outstanding
        i. number of options/warrants                                                         308,333       308,333
        ii. weighted average exercise price                                                      1.35          1.35
     3. End of year - exercisable
        i. number of options/warrants                                                         308,333       308,333
        ii. weighted average exercise price                                                      1.35          1.35
     4. During the year - Granted
        i. number of options/warrants                                                               0             0
        ii. weighted average exercise price                                                         0             0
     5. During the year - Exercised
        i. number of options/warrants                                                               0             0
        ii. weighted average exercise price                                                         0             0
     6. During the year - Forfeited
        i. number of options/warrants                                                               0             0
        ii. weighted average exercise price                                                         0             0
     7. During the year - Expired
        i. number of options/warrants
        ii. weighted average exercise price
Paragraph 47 (b) Weighted-average grant-date fair value of options
granted during the year:
     1. Exceeds market price                                                                        0             0

Paragraph 47 (c) Equity instruments other than options/warrants                                  none          none


Paragraph 47(d) Description of the method and significant assumptions used during
the year to estimate the fair value of options:
(1)Weighted average risk-free interest rate                                                      5.54%         5.54%
Weighted average expected life (in months)                                                      36.00         48.00
Weighted average expected volatility                                                             0.00%            0
Weighted average expected dividends                                                              0.00             0



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

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

Paragraph 48 - Options outstanding at the date of the lateststatement of financial
position presented:

   1.   (a) Range of exercise prices                                                      $1.10-$2.00   $1.10-$2.00
        (b) Weighted-average exercise price                                                      1.35          1.35
   2.   Weighted-average remaining contractual life (in months)                                 36.00         48.00
</TABLE>

<TABLE>
<CAPTION>
                                            Quarter ended      Quarter ended
                                           January 31, 2003   January 31, 2002
<S>                                       <C>                 <C>

 Net Income after proforma effect                  (137 146)        (127,231)
Earnings per share after proforma effect  $           (0.01)  $         0.00
</TABLE>


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

Explanatary Note.

     This Amendment No. 1 on Form 10-QSB/A (this "Amendment") amends the
Company's Quarterly Report on Form 10-QSB for the quarterly period ended January
31, 2003, originally filed on March 24, 2003 (the "Original Filing"). This
Amendment is being filed to amend the financial statement footnotes to address
SEC comments and certain parts of Part II of the Original Filing to clarify
certain disclosures and to include certain disclosures which were inadvertently
omitted from the Original Filing. In addition, in connection with the filing of
this Amendment and pursuant to the rules of the Securities and Exchange
Commission, the Company is including with this Amendment certain currently dated
certifications.

     Except as described above, no other changes have been made to the Original
Filing. This Amendment continues to speak as of the date of the Original Filing,
and the Company has not updated the disclosures contained herein to reflect any
events which occurred at a date subsequent to the filing of the Original Filing.



FORWARD LOOKING STATEMENTS.

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

OVERVIEW

GSI Technologies USA (GSI USA) specializes in offering broadcasting solutions
principally for out home advertising,


<PAGE>
such as electronic billboards, interactive advertising kiosks and any type of
animated electronic screens with full video capabilities. GSI USA's software
enable users to transmit pin point animated information contact as well as
receive full motion video, graphics and audio files. GSI's software and concept
allows advertisers to reach more consumers on a daily basis and permits its
clients to measure the impact of their ads by interacting with the consumer.



RESULTS FROM OPERATIONS

3 months ending January 31, 2003 and 2002

During GSI's first quarter from November 1st,2002 to January 31st, 2003, GSI USA
incurred a loss of $137,146 versus a loss of $127,231 in the same period in
2001.


REVENUES

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


COST OF REVENUES AND DIRECT OPERATING COSTS

     According to the master license agreement with GSI Canada, GSI USA owns 60%
of  the  price  of  any  sub-license  it sells to a new licensee. This amount is
payable  to  GSI  Canada  by  the  end  of  the  calendar  quarter  in which the
sub-license  is  granted  its  sub-license.  GSI USA has incurred zero in direct
operating  cost  for  the current quarter, versus 10,634 for the same quarter in
the  prior  year.


OPERATING  EXPENSES

     During  the  three  months  ended  January  31,  2003, GSI USA has incurred
$127,839  in  operating expenses versus 144,574 for the same period in 2001. The
decrease  was  mainly  attributable  to  lower  rent  due  to  relocation of our
corporate  office


LIQUIDITY AND CAPITAL RESOURCES

     At  January  31,  2003 GSI USA had $179,505 in cash. Cash used in operating
activities  during  the  three months ending January 31, 2003 was 167,888, which
was mainly attributable to the net cash loss from operations plus changes in net
operating  assets  and  liabilities.

     Cash  used  by  investing  activities during the period reflects additional
short-term loans to GSI Canada in the amount of $41,743, which was for purchased
of  business  equipment

     Net  Cash provided from financing activities during the period was 389,135.

     The  result  of all activities during the three-month period ending January
31,  2002  was  a  net  increase  of  $179,505  in  our  cash  position.


MANAGEMENT DISCUSSION AND ANALYSIS

GSI USA TECHNOLOGY


GSI Technologies USA Inc. has entered into relationship with LTS Networks, a
Corporation specialized in Network management and R&D software development. The
Corporation has given LTS a mandate to develop an entirely new family of digital
distribution products from the ground up. GSI USA over the past couple of years
has acquired


<PAGE>
experience  in serving digital network operators through various pilot projects,
therefore  we  believe  our  specifications  will  serve  our  customers  more
adequately. Furthermore, we currently anticipate offering the first phase of our
products  by  the  beginning  of  May  2003.

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

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

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

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

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

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


                           PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS


On  September  2001,  we  received  a law suit from a former employee for unpaid
salaries.  We  concluded an out of court settlement, on November 22nd, 2002, for
the  amount  of  approximately  $7,750 US ($12,000 CAD) as final settlement. The
$7,750  had  been  accrued  and  reflected  in  the  October  31, 2002 financial
statements.

In  March 2002, a former Director, who was also an Officer in the Company, along
with  another  employee of the Company, filed a civil action against the Company
in  the  State  of  Florida  alleging  unpaid  wages  and expense reimbursements
totaling  approximately $225,000. The Company has not retained legal counsel but
believed this complaint to be without merit and is in the process of negotiating
a  settlement  and release agreement with these two individuals in the amount of
approximately  $13,000.  The  Company  has  received an oral confirmation to the
$13,000  settlement  and  release  agreement.  The  $13,000 had been accrued and
reflected  in  the  October 31, 2002 financial statements. The Company and these
individuals  have agreed to sign the settlement agreement related to this matter
on  February  27,  2003.


ITEM 2. CHANGES TO AUTHORIZED SHAREHOLDERS' CAPITAL

None

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.


<PAGE>
ITEM 4. SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS

None.

ITEM 5. OTHER INFORMATION

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

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

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

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

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

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

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

The following exhibits are contained in this 10-QSB:


Exhibit 99.1


<PAGE>
CERTIFICATION

I, Gilles Addison, hereby certifie that:

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

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

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

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

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

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

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

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


Date: October 23rd, 2003

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


<PAGE>
SIGNATURES

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


Dated:  October 23rd, 2003             GSI  TECHNOLOGIES  USA  INC.





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



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