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, 2002.

[ ]  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 March 15th, 2002, there were 25,802,134 shares of the issuer's $.001
par  value  common  stock  issued  and  outstanding

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


<PAGE>
<TABLE>
<CAPTION>
                              INDEX TO FORM 10-QSB
                              --------------------
                     For the Quarter Ended January 31, 2002
                    ----------------------------------------


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

Item 1. Financial Statements (Unaudited)

     Balance Sheet as of January 31st, 2002                       3

     Statement of Operations for the Three
     Months ended January 31st , 2002 and 2001                    4

     Statements of Cash Flows for Three Months
     Ended January 31st, 2002 and 2001                            5

     Notes to Financial Statements for the
     three Months Ended January 31st, 2002.                     6-7

Item 2. Management's Discussion and Analysis                   8-14

PART II. OTHER INFORMATION                                       17

Item 1. Legal Proceedings                                        17

Item 2. Changes in Securities                                    17

Item 3. Defaults Upon Senior Securities                          17

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

Item 5. Other Information                                        18

Item 6. Exhibits and Reports on Form 8-K                         18
</TABLE>


                                                                               2
<PAGE>
<TABLE>
<CAPTION>
                         PART I - FINANCIAL INFORMATION

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

                           GSI TECHNOLOGIES USA, INC.
                                  BALANCE SHEET
                             AT JANUARY 31ST , 2002
                                  (UNAUDITED)

                                     ASSETS
                                     ------
<S>                                                          <C>
Current Assets
  Cash and cash equivalents                                  $       964
  Receivables, net (principally related party)                 1,600,969
                                                             ------------

    Total current assets                                       1,601,933
Property and equipment, net                                       35,168
Intangible assets, net                                           259,828
Other assets                                                      19,908
                                                             ------------

     TOTAL ASSETS                                              1,916,836
                                                             ============



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

Current Liabilities
  Accounts payable                                               755,471
  Notes Payable                                                   69,014
  Other current liabilities                                      123,103
                                                             ------------

    Total current liabilities                                    947,588

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              25,802
    55,000,000 shares; issued and outstanding - 25,802,134
Paid in Capital                                                5 243,740
Deficit accumulated during the development stage              (4,300,681)
Accumulated other comprehensive income                               388
                                                             ------------

  Total Shareholder's Equity                                     969,249

  TOTAL LIABILITIES AND SHAREHOLDER'S EQUITY                 $ 1,916,836
                                                             ============
</TABLE>

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


                                                                               3
<PAGE>
<TABLE>
<CAPTION>
                           GSI TECHNOLOGIES USA, INC.
                            STATEMENT OF OPERATIONS
              FOR THE THREE MONTHS ENDED JANUARY 31, 2002 AND 2001
                                 FROM INCEPTION

                                                             Three months
                                                           ended January 31,
                                                   -------------------------------
                                                          2002            2001
                                                   ----------------  -------------
<S>                                                <C>               <C>
Revenues                                           $        23,750   $      6,250

Cost of Sales                                               10,634          3,750

Gross Profit                                                13,116          2,500

Operating Expenses:
  Marketing                                                  8,361         28,695
  Management and administrative fees                             -        232,490
  Salaries and related costs                                38,996         46,812
  Rent                                                      37,723         14,783
  Financing expense                                              -              -
  Professional fees                                          6,572         11,496
  Consulting                                                     -              -
  Depreciation                                                 973          1,300
  Amortization                                              23,846         23,809
  Travel                                                         -          8,760
  Other selling, general and administrative                 28,104         38,581
                                                   ----------------  -------------
      Total operating expenses                             144,574        406,725

      Loss before other income (expense)                  (131,458)      (404,225)

Other income (expense):
  Interest income (principally related party)                              88,706
  Interest expense (principally related party)              (4,342)       (86,783)
  Foreign exchange gain/(loss)                               8,569              -
  Equity in net earnings (loss) of affiliates                    -        176,858
                                                   ----------------  -------------
       Total other income (expense)                          4,227        178,781

                                                   ----------------  -------------
Net Loss                                                  (127,231)      (225,444)
                                                   ================  =============

Basic weighted average common shares outstanding        25,461,917     20,595,223
                                                   ================  =============

Basic Loss per common share                            $   (0,0050)  $    (0,0109)
                                                   ================  =============
</TABLE>

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


                                                                               4
<PAGE>
<TABLE>
<CAPTION>
                           GSI TECHNOLOGIES USA, INC.
                            STATEMENT OF CASH FLOWS
              FOR THE THREE MONTHS ENDED JANUARY 31, 2002 AND 2001

                                                                   For the three
                                                                      months
                                                                 ended January 31,
                                                               ----------------------
                                                                  2002        2001
                                                               ----------  ----------
<S>                                                            <C>         <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income (Loss)                                              $(127,231)  $(225,444)
Adjustments to reconcile net income (loss) to net cash
 used in operating activities:
        Depreciation and amortization                             24,819      25,109
        Issuance of stock for contract settlement                 38,996
        Accrued Interest Expense                                   4,060      86,783
        Accrued Interest Income                                              (88,706)
        Equity in net earnings (loss) of affiliates                         (176,858)

Changes in Operating assets and liabilities:
        Receivables and other current assets                      26,593      (6,570)
        Other assets
        Accounts Payable and Accrued Liabilities                  35,979       4,837
                                                               ----------  ----------

Net cash provided by/(used in) operating activities                3,215    (380,849)

CASH FLOWS FROM INVESTING ACTIVITIES:
Net cash provided by/(used in) investing activities
        Loan Receivable, principally related parties              (8,270)   (370,449)
        Purchase of property and equipment                             -           -
                                                               ----------  ----------

Net cash provided by/(used in) investing activities               (8,270)   (370,449)

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from:
  Notes payable, principally related parties                           -      50,000
  Short term borrowings                                                -     577,413
  Sales of common stock                                                -     125,000
                                                               ----------  ----------

Net cash provided by/(used in) financing activities                    -     752,413
                                                               ----------  ----------

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

Net increase (decrease) in cash and cash equivalents              (5,055)      1,115
Cash and cash equivalents, beginning of period                     6,019       4,404
                                                               ----------  ----------

Cash and cash equivalents, end of period                       $     964   $   5,519
                                                               ==========  ==========
</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


                                                                               5
<PAGE>
                           GSI TECHNOLOGIES USA, INC.
                  NOTES TO THE CONDENSED FINANCIAL STATEMENTS

                                  (Unaudited)

                               January 31st, 2002


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.

      The  accompanying  financial statements reflect GSI Technologies USA, Inc.
is no longer considered to be in the development stage. From inception (July 06,
1998)  through  October  31,  2001,  The  Company  was  considered  to be in the
development  stage.


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.


                                                                               6
<PAGE>
NOTE  3  -  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  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
$127,231  for  the three months ended January 31, 2002 (unaudited). Continuation
of the Company as a going concern is dependent upon obtaining sufficient working
capital  for  its  planned  activity.  Management of the Company has developed a
strategy,  which  it  believes will accomplish this objective through financing,
which  will  enable  the  Company  to  operate  for  the  coming  year.

NOTE  5  -  STOCKHOLDER'S  EQUITY

      During  the three month period ending January 31, 2002, the Company issued
900,000  shares  of  common stock class B to settle liabilities in the amount of
$87,625.  The Company also issued 600,000 shares to the President of the Company
to  settle  unpaid  salaries  for  the  period.


                                                                               7
<PAGE>
Item  2.  Management's  discussion  and  analysis
-------------------------------------------------

Forward  looking  statements.

     This  report  contains  forward-looking  statements  that  are based on the
Company's  beliefs  as  well  as  assumptions  made by and information currently
available  to  the  Company.  When  used  in  this report, the words  "believe,"
"expect,"  "anticipate,"  "estimate,"  and  similar  expressions are intended to
identify  forward-looking  statements.  Such  statements  are subject to certain
risks,  uncertainties and assumptions, including without limitation, the overall
strength  of  the  national  securities markets, the Company's present financial
condition  and  the  risks  and  uncertainties  concerning  the  availability of
additional  capital  as  and  when  required,  technological  changes, increased
competition, 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, such as electronic billboards,
interactive  advertising kiosks and any type of animated electronic screens with
full  video  capabilities.  GSI USA's software enable user 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
consumer  on  a  daily  bases  and  permits  to  measure  impact of their ads by
interacting  with  consumer.

CSI  USA is holder of a worldwide license on technologies.  GSI has accomplished
all  market  tests  indoor  and  outdoor  and  has  proved  to offer worlds best
technologies  for  advertising  applications.


Results  from  operations

3  months  ending  January  31,  2002  and  2001

During GSI's first quarter from November 1st,2001 to January 31st, 2002, GSI USA
incurred  a loss of $127,231 or $.005 per share versus a loss of $225,444 or .01
per  share  in  the  same  period  in  2001.

Revenues

     $23,750 in revenue was recognized during the quarter, versus $6,250 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.



                                                                               8
<PAGE>
GSI  USA  has  incurred $10,634 in direct operating cost for the quarter, versus
3,750  for  the  same  quarter  in  the  prior  year.

Operating  expenses

     During  the  three  months  ended  January  31,  2002, GSI USA has incurred
$144,574  in  operating  expenses  versus  406,725  for the same period in 2001.

Other  income

     During  the  three  months  ending  January  31, 2002, ZERO in interest was
earned  mainly on the outstanding loan to GSI Canada due to the fact that is has
protection  from  the  bankruptcy courts, while $4,342 in interest was incurred.
This  amount  is  principally  for  loans  outstanding.


Liquidity  and  capital  resources

     At  January  31, 2002 GSI USA had $964 in cash. Cash generated in operating
activities  during the three months ending January 31, 2002 was 3,215, 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  $8,270.

     Cash  provided  from  financing  activities  during  the  period  was ZERO.

     The  result  of  all activities during the nine-month period ending January
31,  2002  was  a  net  decrease  of  $5,055  in  our  cash  position.


                                                                               9
<PAGE>
MANAGEMENT  DISCUSSION  AND  ANALYSIS

GSI  USA

Since the beginning of January 2002, GSI USA has restructed all activities to
concentrate on our core business . Pilot projects and market tests have been
successfully achieved. Our development stages have been completed. We have
refined our concept allowing us to target our sales activities on specific
customers or partners in various markets worldwide.

Evolution of the market has proven to these interested partners that the concept
is viable and consumers are ready for these new advertising mediums in out of
home markets.

Through our affiliate GSI Canada, we have completed all market tests and we have
installed the city column's network in Ivanho shopping centers in Canada, 32
interactive full motion video kiosks. Our affiliate acting as media operator has
decided to move city column's network to the United States. We are completing
agreement with media operator to deploy the city column's network in a new
partnership for the benefit of that first phase. The value of the city columns'
network is 700,000.00 USD. GSI USA will sell an operating license to the media
operator and our affiliate GSI Canada will provide all broadcast support and
maintenance as well as produce the media content.

The deployment of the network will constitute phase one of our operations in
USA. This opportunity will allow as to have a strong presence in the states'
market and will permit us to demonstrate to the most significant market (USA)
our capabilities.

Our affiliate has completed its restructuring program and will now be able to
repay its line of credit to CIBC as well as all other creditors with tax credit
to be received for a value of 997,000 cdn.

On March 6, 2001, GSI USA sold a license to Groupe Solcom France for a value of
$1,000,000.00 payable in 10 installments yearly. Groupe Solcom was owned at 75%
by GSI Canada and 25% by GSI USA.

On January 22nd, 2002, GSI USA announced its intent to purchase the remaining
75% of shares of Groupe Solcom International France conditional to a due
diligence and all regulator authorities approval. The due diligence was
completed between February 10th, to 28th 2002. GSI Board has decided not to
pursue its intent of purchasing the remaining 75% of shares.

Our affiliate was not able to pay to GSI USA its second installment of
$100,000.00 USD for license agreement due for March 7, 2002. Therefore, it was
agreed by both parties of the following :

     -    GSI USA has released its 25% shares in Groupe Solcom International to
          GSI Canada as of March 2nd, 2002.

     -    GSI USA is now the sole owner of the Europe license for sale.

     -    GSI USA recuperates all sales from its affiliated in Europe in
          counterpart of the balance of 25 % of shares.

     -    As of October 31st, 2001, GSI Canada had repaid GSI USA the sum of
          3,005,419.00 for a balance of $994,581.00

     -    GSI USA, now benefits, totally from 5 years development in Europe by
          its affiliate and is free to develop the sales market in Europe or
          resell license to other parties.


                                       10
<PAGE>
     -    GSI USA recuperates immediately sales for a value of $765,000.00 USD
          with net profit of $190,034.00 USD (see section Europe for full
          details of contracts)

     -    GSI USA anticipates sales for a value of $1,250,000.00 USD for the
          next quarter.

     -    Our affiliate GSI Canada has decided to close its sales offices in
          Europe and maintain broadcasts facilities and service and maintenance
          installations to serve GSI USA customers.

     -    On December 2001, contract agreement with consultant Yves Lebel comes
          to term with GSI USA. The board member has decided not to renew its
          contract.



All  installations  maintenance  and broadcast will be performed by GSI Canada's
team  of  engineers  through  sub  contract  agreement  with  GSI  USA.

With  all  restructuring  operations, our cash requirements for the next quarter
will  be  approximately  $150,000.00  for  expenses  in  total.

We are negotiating a new line of credit for GSI USA for a value of $1,000,000.00
USD. We are able to achieve that by using collaterals from other investments as
well as GSI stocks.

The line of credit will fluctuate from contracts profit (as announced in section
Europe).

Since restructuring program has been started, numbers of private sophisticated
investors as well as financial institutions have analyzed our business plan and
have demonstrated their intent to participate in the funding of GSI USA. We are
currently negotiating terms of agreements and anticipating closing before end of
March 2002.

The new management team has announced on February 7th 2002, a promissory notes
program through network of investments, banks, financial institutions,
institutional investors and other co lenders.

We are finalizing the documentation and business plan in order to complete a
financial vehicle for second phase and long term financing for increasing value
of share holders investments in our company. We will disclose the information in
our program in the next quarterly report.

Investment in affiliates

In March 2nd, 2002, GSI USA's board of directors has released its 25% position
in Groupe Solcom International France.

Product sales, distribution and provision of services

Under the master license acquired in October 1999, from our Canadian affiliate,
GSI Canada, GS USA has access to one of the most advanced technologies currently
available in the field of information broadcast and electronic advertising and
information interactive display. The term of the license is 5 years to October
26th, 2004 and is automatically renewable for another 5 years at the sole
discretion of GSI. The cost is $800,000.00, in November 1999, $200,000.00 is
paid in cash and the balance of $600,000.00 worth of GSI's common shares.


                                                                              11
<PAGE>
Our affiliate GSI Canada R&D's team have completed tremendous break through in
GSI's software of version 2.0 with modular applications of the managing and
scheduling module allowing to monitor on a day to day bases the sales and hits
per day. The engineers continue to enhance the capabilities of the software
integrating interactive capabilities for the consumer to respond to the content
messages and animated advertising.

It allows advertisers to measure impact of their marketing campaign through
network pin point consumer environment.

Our affiliate continues to benefit from tax credit program, and is completing an
anticipated demand of incomes from Canadian government for 2002's benefits.

The R&D's team has developed a large experience in managing networks of
interactive advertising modules and finished the development of specific units
such as :

     -    City column, indoor display unit 3 faces advertising screen, with
          interactive touch screen unit and internet access. These 32 units are
          in operation and have given results over the past 2 years in the
          shopping center environment.

     -    Transa column, has 2 faces display unit with internet kiosk and
          integrating ATM bank terminal. The target market is directly oriented
          to offer multi transactional capabilities for banking services as well
          as E-com transactions supported by advertising broadcast content. The
          consumer can use the units to pay bills, make a transaction, withdraw
          cash, take E-Mails and internet access. We have completed a market
          study with banking institutions and identify the need for such product
          in North America as well as Europe. We are currently negotiating with
          Canada Post and some banks the implementation of a large network in
          north America. We believe that we will conclude before the end of the
          next quarter.

     -    Sky Column, full outdoor video LED screen for high traffic areas bill
          board size. We have been managing this type of screens for over 5
          years and a half.

     -    Digicolumn, display kiosk using plasma screen, technology integrated
          in totem supports, vertical and horizontal applications.

     -    I Column, the latest technology , 15 inches LED screen integrating
          computer to the back of the screen on a very robust industrial
          application. We have made recent sales of 150 units in indoor and
          outdoor market. The hype around this product allows us to fit units in
          various position to generate instant impulses to buy in stores,
          kiosks, restaurants, airports in a cash counter area.


After the events of September 11th, 2002, our engineering department developed a
full security monitoring system for banks, airports and other public areas
enabling the institutions to detect metal as well as explosives and video
capture in real time any events or individuals. The GSI's software pack
integrated in such context allows to re forward the information to various
terminals at same time. We have made a first installation in Banco Bilbao and we
are in the phase of pilot project analysis. When the testing period is achieved,
we forecast great potential for fall 2002.

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

In any of these sales the media operator must buy from GSI software license as
well as sub license for using the concept in each respective markets.


                                                                              12
<PAGE>
In April 2001, GSI USA sold a license to the More Group in United Kingdom
division of Clear Channel International. More Group has deployed its first
installations of Sky columns in city of Swindom and Bristol.

The GSI's server system has been installed successfully in England. Our software
has been running the operations with great satisfaction from the More Group.

In September 2001, the Dauphin Group in France division of Clear Channel
International, acquired a license for its territory from Group Solcom. The
Dauphin Group is now in the phase of deploying advertising kiosks in shopping
malls as well as city of Nantes.

On March 7th , GSI USA received a purchase order from Dauphin to install server
system in Paris and service contract for monitoring the broadcast network. Our
engineers will install the systems on the week of March 18th 2002.

Clear Channel is counting on the 2 pilots projects in UK and France to move the
concept worldwide. If these projects are successful, the advertising group will
deploy a worldwide network.

GSI is very proud to serve the Clear Channel Group and very happy to be the
official supplier retained by this giant media group.

Our management team has reoriented their sales targets and strategies. We have
put together an aggressive sales plan for United States by putting together
partnerships ventures, including specific high profile corporation acting
respectively in their field of activities such as :
     -    Media  Operator  sales  group
     -    Banking  institution
     -    Information  content,  media  broadcaster
     -    Property  owner,  governments,  public  institutions  for  locations
     -    GSI  USA  product  &  Systems

By joining these forces together based on our past experience, service units
driven by advertising revenues and services creates a multi revenue potential,
using the power of each respective partners.

Now, that we have completed our pilot projects and business sales strategies, we
have focused and trained our sales staff to penetrate the United States market.

All administration accounting, legal and financing are moved to Miami. We are
currently installing our broadcast facilities in Miami and will have broadcast
sales headquarters and show room in same facility installations will be
completed by mid April 2002.

GSI USA will have 1 sale representative in Canada and 2 sale representative in
Europe. We are also, currently negotiating with independent sales forces on a
commission plan for faster coverage of territories.

We have noticed a lot of activities in the advertising industry since the
beginning of the year 2002. we have been answering to a lot of demands from
customers for new project.


                                                                              13
<PAGE>
Europe

We  have  just  finalized  the  following  contracts  :

     1.   Dauphin  advertising,  Paris:

          Server  installation        22,000.00
          Expenses                     5,000.00
                                      ---------
          Net  profit                 17,000.00

          Maintenance  and  broadcasting  contract  will follow when the network
          will  be  deployed.

     2.   AAP,  Newspaper  Kiosk  network  in  France

          103  Icolumns  sales:        592,920.00
          Total  of  cost  :           474,336.00
                                       ----------
          Net  profit  :               118,584.00

          The  managing  of  Network
          And  broadcasting
          contract/year                 55,000.00
          Expense                       25,000.00
                                        ---------
          Net  profit  :                30,000.00

     3.   EDF  GDF,  France
          Utilities,  gas,  electricity
          Corporation

          15  Icolumns  sale  :         68,000.00
          total  cost  :                50,000.00
                                        ---------
          Net  profit  :                18,000.00

     4.   Bilbao  Bank
          Pilot  project  for
          Surveillance  and  security:  23,450.00
          Total  cost  :                17,000.00
                                        ---------
          Net  profit  :                06,450.00

          If operation from pilot project is successful Bilbao Bank will extend
          potentially to all other facilities. The concept is applicable to a
          lot of other customers in the banking industry combined with
          transacolumn program it gives GSI a strong approach in this market.


Canada

Our affiliate has completed its reorganization.  The R&D will remain in Montreal
in  a  new  location  of  2,000  square  feet.

GSI  Canada  will  strictly  concentrate  on  R&D,  as  well as, serving GSI USA
customers  in  installations  of  network,  maintenance  and  broadcasts.

GSI  Canada  has  released  all  of its sales and licensing rights to GSI USA in
counterpart  of payment of GSI Canada's debts to GSI USA, it will reflect in our
next  quarter.


                                                                              14
<PAGE>
                           PART  II  -  OTHER  INFORMATION

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

Legal  proceeding

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

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

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

     On  September  2001,  we received a law sue from Mr. Alex Zervakos a former
employee of GSI USA.  Our lawyer in Quebec is negotiating with the adverse party
in  order  to  resolve  this  matter.

     During  the  last  quarter,  GSI  USA  received  two  law suits from former
employees.  Although,  an understanding was reached with the two employees, they
change  their  opinion later on, and filed in small claims courts.  After review
from  our  lawyers  a  motion  to  set  aside  default judgments continue cases.
Consolidate  cases and transfer to circuit court was deposited and accepted.  We
are  waiting  date  for  trial  or  settlement.


Item  2.  Changes  to  authorized  shareholders'  capital
---------------------------------------------------------
During  the  three  month  period  ending  January  31, 2002, the Company issued
900,000  shares  of  common stock class B to settle liabilities in the amount of
$87,625.  The Company also issued 600,000 shares to the President of the Company
to  settle  unpaid  salaries  for  the  period.

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

None.

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

None.


                                                                              15
<PAGE>
Item 5.  Other information
--------------------------

Late  filing  10K

On  February  4th,  2002,  we  became  delinquent because we was late filing our
annual  10K  report.  Our  ticker  symbol  changed  then  from  GSITB  to GSIBE.

Since  we  have  changed  management  of  the  corporation  and  reorganized the
financial  structure  of  the corporation, we were late filing our annual report
10K.

On  March  5th,  2002,  we  were  temporarily  delisted  from  the  OTCBB.

On  March  8th,  2002,  we  have  filed  our  10K  report.

We have appointed a market maker to fill in a c-211 form and forecast being back
on  OTCBB  before  the  end  of  March  2002.

We  now  file  our  quarterly  report  10Q on time and will do so in the future.


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

The following exhibits are contained in this 10-QSB:

     None.




                                   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  18th,  2002              GSI  TECHNOLOGIES  USA  INC.


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


                                                                              16
<PAGE>