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 April 30, 2003.

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

                         COMMISSION FILE NUMBER: 0-31229

                            GSI TECHNOLOGIES USA INC.

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

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


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

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

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

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

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


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



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

Item 1. Financial Statements (Unaudited)
Balance Sheet as of April 30, 2003                                                       3

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

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

Notes to Financial Statements                                                            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>


                                        2
<PAGE>

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


                                     ASSETS
                                     ------
<S>                                                             <C>

Current Assets
    Cash                                                        $     2,005
    Receivables - net                                                44,538
    Other current assets                                              2,428
                                                                ------------

      Total current assets                                           48,971
Property and equipment, net                                         147,792
Other assets                                                          2,774
                                                                ------------

      TOTAL ASSETS                                                  199,537
                                                                ============



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

Current Liabilities
    Accounts payable                                                163,617
    Accrued financing costs                                          67,100
    Notes Payable                                                   648,284
    Investment proceeds liability                                   362,651
    Other current liabilities                                        88,376
                                                                ------------

      Total current liabilities                                   1,330,028

Stockholder's Equity
    Common Stock, class A, $1.00 par value; authorized                    -
       5,000,000 shares; issued and outstanding none
    Common Stock, class B, $.001 par value; authorized               29,291
       55,000,000 shares; issued and outstanding - 29,291,023
    Paid in Capital                                               5,317,388
    Accumulated deficit                                          (6,527,543)
    Accumulated other comprehensive income
         Foreign currency translation                                   373
                                                                ------------

      Total Shareholder's Equity (Deficit)                       (1,180,491)

    TOTAL LIABILITIES AND SHAREHOLDER'S EQUITY                  $   149,537
                                                                ============
</TABLE>



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


                                        3
<PAGE>
<TABLE>
<CAPTION>

                                         GSI TECHNOLOGIES USA INC
                                         STATEMENT OF OPERATIONS
                    FOR THE THREE MONTHS AND SIX MONTHS ENDED APRIL 30, 2003 AND 2002
                                               (UNAUDITED)


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

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

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

Operating Expenses:
       Marketing                                          27,702        16,051        29,133        24,412
       Salaries and related costs                         13,859             -        25,060        38,996
       Rent                                               15,585        13,703        24,585        51,426
       Professional fees                                  33,251         2,457        42,886         9,029
       Consulting                                        112,443             -       121,664             -
       Software development                               88,709             -       119,539             -
       Depreciation                                        3,576           973         4,656         1,947
       Amortization                                       25,278        23,845        49,017        47,691
       Loss on licensing agreement write off             141,133             -       141,133             -
       Other selling, general and administrative          89,413        19,271       121,115        47,375
                                                     ------------  ------------  ------------  ------------
          Total operating expenses                       550,949        76,300       678,787       220,876

          Loss before other income (expense)            (535,949)      (76,300)     (663,787)     (207,759)

Other income (expense):
       Interest expense (principally related party)      (13,159)       (4,417)      (22,467)       (8,759)
       Foreign exchange gain/(loss)                                    (24,529)                    (15,960)

          Total other income (expense)                   (13,159)      (28,946)      (22,467)      (24,719)


                                                     ------------  ------------  ------------  ------------
Net Loss                                                (549,108)     (105,246)     (686,254)     (232,478)
                                                     ============  ============  ============  ============

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

Basic and diluted Loss per common share              $     (0.02)  $     (0.01)  $     (0.02)  $     (0.01)
                                                     ------------  ------------  ------------  ------------
</TABLE>


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


                                        4
<PAGE>

<TABLE>
<CAPTION>
                           GSI TECHNOLOGIES USA, INC.
                            STATEMENT OF CASH FLOWS
                FOR THE SIX MONTHS ENDED APRIL 30, 2003 AND 2002
                                  (UNAUDITED)


                                                           For the six months
                                                             ended April 31,
                                                            2003        2002
                                                         ----------  ----------
<S>                                                      <C>         <C>
CASH FLOWS FROM OPERATING ACTIVITIES:

Net Income (Loss)                                        $(686,254)  $(232,479)
Adjustments to reconcile net income (loss) to net cash
 used in operating activities:
     Depreciation and amortization                          53,673      49,638
     Issuance of stock for contract settlement                   -      38,996
     Accrued Interest Expense                                    -       8,759
     Loss on licensing agreement write off                 141,133           -

Changes in Operating assets and liabilities:
     Receivables and other current assets                  (46,966)     (4,871)
     Other assets                                           (2,774)
     Accounts Payable and Accrued Liabilities               23,869     133,939
                                                         ----------  ----------

Net cash provided by/(used in) operating activities       (517,317)     (6,019)

CASH FLOWS FROM INVESTING ACTIVITIES:

Net cash provided by/(used in) investing activities
     Loan Receivable, principally related                        -           -
     parties
     Purchase of property and equipment                    (90,685)          -
                                                         ----------  ----------

Net cash provided by/(used in) investing activities        (90,685)          -

CASH FLOWS FROM FINANCING ACTIVITIES:

Proceeds from:
  Notes payable                                            290,980           -
  Investment proceeds                                      219,028           -
  Sales of common stock                                    100,000           -
                                                         ----------  ----------

Net cash provided by/(used in) financing activities        610,008           -
                                                         ----------  ----------

Net increase (decrease) in cash and cash                     2,005      (6,019)
equivalents
Cash and cash equivalents, beginning of period                   -       6,019
                                                         ----------  ----------

Cash and cash equivalents, end of period                 $   2,005   $      (0)
                                                         ==========  ==========
SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING AND FINANCING ACTIVITIES:

Issaunce of 1 million shares for default payment            50,000
penalty settlement
</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.
                   NOTES TO THE CONDENSED FINANCIAL STATEMENTS
                                   (UNAUDITED)
                                 APRIL 30, 2003

NOTE  1  -BASIS  OF  PRESENTATION

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

     These  financial  statements should be read in conjunction with the audited
financial  statements  and  footnotes  thereto included in GSI Technologies USA,
Inc.'s  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>
                                                                      April  30, 2003
<S>                                                                  <C>
Property and Equipment:
     Furniture and fixture                                           $         38,934
     Computer and other equipment                                              45,168
     Leasehold improvements                                                    79,020
     Less:  Accum depreciation & amortization                                  15,330
     Property and equipment, net                                     $        147,792


Intangible Assets:
     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                                                (333,646)
     Loss on write down to realizable value                          $        141,133

     April 30, 2003 balance                                          $              -
       Amortization expense for the  six month period                          47,478
</TABLE>


                                        6
<PAGE>
At April 30, 2003 the Company reviewed the carrying amount of license rights and
determined  that  the  amount  of  $141,133  was  considered  to  be  totally
unrecoverable and exceeded its fair value by its book value. This determinations
was  based  on  its book value exceeding the sum of the undiscounted future cash
flows  expected  to  result  from  the  assets  use  and disposition. The entire
capitalized  net  amount  of  $141,133 for the license rights was reflected as a
loss  in  the  April  30,  2003  financial  statements.

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 for the three month period
ending  January  31,  2003  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  March  28, 2003, the Company issued 1 million shares in
settlement of the default penalty. At April 30, 2003, the note had not been paid
back and accrued interest for the six month period ending April 30, 2003 totaled
$10,518.75.  This note including all interest associated with it was $345,356 at
April  30,  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.  At April 30, 2003 interest of
$11,948  has  been  accrued  and  reflected  in  the financial statements.   The
balance  of  the  note,  including all interest associated with it was $302,928.


NOTE  5  -  COMMITMENTS  AND  CONTIGENCIES

Investment agreement
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.
During  the  three  month  period  ending  April  30,  2003, additional advances
totaling  $58,222 had been received.  At April 30, 2003, a total of $300,000 had
been  advanced to the Company.  At April 30, 2003 the Company had not issued any
shares  to  settle  the  investment  proceeds  liability.


                                        7
<PAGE>
     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.
During the three month period ending April 30, 2003 advances of $62,651 had been
received.  At April 30, 2003 the Company had not issued any shares to settle the
investment  proceeds  liability.

In  March 2003, the Company entered into an investment agreement whereby a third
investment group will advance up to $200,000 from March 2003 through April 2003.
In  consideration  for  the  proceeds, the Company will issue on June 1, 2003, 2
million  shares of Class B Common Stock, 500,000 options at an exercise price of
$0.10  and  500,000  options  at an exercise price of $0.25 expiring January 31,
2010.  During the three month period ending April 30, 2003, no advances had been
received.

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.  During the three
month  period  ending  April 30, 2003 approximately $8,000 in payments were made
towards  this  debt.  At  April  30,  2003,  the  outstanding  balance  totaled
approximately  $10,000.

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  signed the settlement agreement related to  this matter on February
27,  2003  and the company forwarded the required payment $13,000 to settle this
matter.

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.


                                        8
<PAGE>
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.  The Company reported a net loss of $686,254
(unaudited)  for  the  six  months ended April 30, 2003 and a loss of $6,527,543
(unaudited)  since  inception.  As  reported on the statement of cash flows, the
Company  incurred  negative cash flows from operating activities of $517,317 for
the  six  months  ended  April 30, 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  six  month  period ending April 30, 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 $24,600 in legal fees from this
firm in the six month period ending April 30, 2003.


NOTE 9 - INCOME TAXES

The provision for taxes on earnings for the six months ended April 30, 2003,
consist of:

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

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


At  April  30,  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


                                        9
<PAGE>
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.

In  March  2003  the  Company issued 2 million shares in a private placement for
$100,000.

In  March  2003  the  Company  issued 1 million shares to settle accrued default
payment  penalties  totaling  $50,000.


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>
                                                                                       Six months ended    Six months ended
FAS 123 "Accounting for stock based compensation                                        April 30, 2003      April 30, 2002
Paragraph 47 (a)
<S>                                                                                   <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
               inumber 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


                                       10
<PAGE>
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)                                                        33.00               45.00
Weighted average expected volatility                                                               0.00%                  0
Weighted average expected dividends                                                                0.00                   0

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

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

Paragraph 48 - Options outstanding at the date of the latest statement 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)                            33.00               45.00


                                                                                      Six months ended    Six months ended
                                                                                      April  30, 2003     April  30, 2002
 Net Income after proforma effect                                                              (686,254)           (232,478)
Earnings per share after proforma effect                                              $           (0.01)  $            0.00
</TABLE>


                                       11
<PAGE>
     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 April
30, 2003, originally filed on June 18, 2003 (the "Original Filing"). This
Amendment is being filed to amend the financial statements and  footnotes to
address SEC comments and to clean up parts of Part II of 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  Inc.  is  an  Information Technology Company that offers
products and solutions to the Out-of-Home Digital Signage Industry.  The Company
has  developed  a  proprietary,  enterprise  scale,  Digital  Signage  Network
Management  Software  Suite.  The  Company is a Value Added Reseller for various
related  hardware products that make up its end-to-end Digital Signage Solution.
The  Company  also  offers  various  services  related  to  the  installation,
management,  operation  and  maintenance  of  large  Digital  Signage  Networks
worldwide.

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

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

RESULTS  FROM  OPERATIONS

Three and six months ending April 30, 2003 and 2002

During  GSI's  second  quarter  from  February 1,2003 to April 30, 2003, GSI USA
incurred  a  loss  of  $549,108  versus a loss of $105,246 in the same period in
2002.   The  increased  loss  was due to higher operating expenses, specifically
consulting, software development and a loss on the Licensing Agreement writeoff.

During  GSI's  six  month's  from  November  1,  2002 to April 30, 2003, GSI USA
incurred  a  loss  of  $686,254


                                       12
<PAGE>
versus  a  loss  of $232,479 in the same period in 2002.  The increased loss was
due  to higher operating expenses, specifically consulting, software development
and  a  loss  on  the  Licensing  Agreement  writeoff.

REVENUES

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

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

OPERATING  EXPENSES

     During the three months ended April 30, 2003, GSI USA has incurred $550,949
in  operating  expenses  versus 76,300 for the same period in 2002. The increase
was  mainly  attributable  to  software  costs,  consulting and the write off of
unamortized  impaired  licensing  rights.

     During  the  six months ended April 30, 2003, GSI USA has incurred $678,787
in  operating  expenses versus 220,876 for the same period in 2002. The increase
was  mainly  attributable  to  software  costs,  consulting and the write off of
unamortized  impaired  licensing  rights.

LIQUIDITY  AND  CAPITAL  RESOURCES

     At  April  30,  2003  GSI  USA  had  $2,005 in cash. Cash used in operating
activities  during  the  six months ending April 30, 2003 was 517,317, 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 $90,685, which was for purchased
of  business  equipment

     Net  Cash provided from financing activities during the period was 610,008.

     The  result  of all activities during the six-month period ending April 30,
2003  was  a  net  increase  of  $2,005  in  our  cash  position.


MANAGEMENT  DISCUSSION  AND  ANALYSIS

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

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

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


                                       13
<PAGE>
          Since  then,  we  have  been  continuously  involved  in  research and
development  in  an  effort  to innovate and deliver appropriate products to the
marketplace.  Equally, the company has been present in the marketplace, building
a  solid foundation of industry contacts both as potential partners and business
clients.

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

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

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

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

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

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

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

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

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


                                       14
<PAGE>
          In  April  2003,  GSI signed a special agreement with MCSI, a publicly
traded corporation specialized in Technology Integration, for the sale of 12,000
licenses  to  be  utilized  for customers such as Bank of America and Bed Bath &
Beyond,  etc.  We  are  currently  developing,  with  the  participation  of LTS
Networks,  a  small  form  factor  player  at  very  low  cost to respond to our
customer's  special  implementation needs.  Our agreement is valid for a special
term  of  24  months.

          In  July 2002, we completed a Letter of Intent with a California-based
corporation  specializing  in  Internet market content.  The Agreement calls for
the  client  to  install  a  network  of  full  motion  video  plasma screens in
approximately  200  preferred  locations  in  the  United  States.  We have been
informed  that our client has succeeded in securing over 100 locations.  In July
2003,  our  client  will start implementing the first phase for 35 locations and
will continue to build up the network till end of year 2003.  We have negotiated
a  10-year  licensing agreement starting when the Network begins its operations.
Network  management  and  content  production  contracts  are  currently  been
negotiated.  There  are  no  assurances  that  the Company will ever receive any
revenues  based  upon  this  transaction.

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

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

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

          In  May  2003, we received a Letter Of Intent from TSA, a France based
corporation,  specialized  in  Network Integration and Satellite Transmission to
act  as  Technology  Integrators  and service corporation for our European based
customers.


                                       15
<PAGE>
                           PART II - OTHER INFORMATION

ITEM  1.  LEGAL  PROCEEDINGS

     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.  During the three
month  period  ending  April 30, 2003 approximately $8,000 in payments were made
towards  this  debt.  At  April  30,  2003,  the  outstanding  balance  totaled
approximately  $10,000.

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  signed the settlement agreement related to  this matter on February
27,  2003  and the company forwarded the required payment $13,000 to settle this
matter.


ITEM  2.  CHANGES  TO  AUTHORIZED  SHAREHOLDERS'  CAPITAL

None

ITEM  3.  DEFAULTS  UPON  SENIOR  SECURITIES

None.

ITEM  4.  SUBMISSION  OF  MATTERS  TO  VOTE  OF  SECURITY  HOLDERS

None.

ITEM  5.  OTHER  INFORMATION

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

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

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

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


                                       16
<PAGE>
          In  December  2002,  GSI  entered  into a loan agreement with a non-US
corporation  for  an amount of $320,000.00 which could be converted into equity,
subject  to  approval  of  regulatory  authorities.

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

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

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

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


MANAGEMENT

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

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

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

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

     In  June 2003, GSI Board of Directors appointed an Executive Advisory Board
to  manage and build the value of the Corporation on a day to day basis with the
input of experienced individuals in various field of activities.  We believe our
Corporation  will grow in a team environment and deliver positive results to the
benefit  of  our  shareholders.  The Executive Advisory Board will report to the
Board of Directors through the CEO, Mr. Addison.  GSI's management is seeking to
identify  a Chief Financial Officer that will suit the needs of our Corporation.
The  Executive  Advisory  Board  is  composed  by  the  following  individuals:
          -    Mr.  Gilles  Addison,  President  and  CEO
          -    Mrs.  Marie  El-Ahmar  Eid,  Business  Development  and  Investor
               Relations  Director
          -    Glen  Pearson,  Operations  Director
          -    Michel  de  Montigny,  Product,  Sales  and  Marketing  Director
          -    Paola  Salcedo,  Administration  Director


ITEM  6.  EXHIBITS  AND  REPORTS  ON  FORM  8-K

The following exhibits are contained in this 10-QSB:

99.1  Sarbans-Oxley  Certifications.


                                       17
<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  April  30,  2003;  and
          Presented in the report our conclusions about the effectiveness of the
               disclosure  controls  and procedures based on my evaluation as of
               the  Evaluation  Date;

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

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

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


Date:  October 23rd, 2003

/s/ Gilles Addison
-----------------------------
Gilles Addison
President & CEO


                                       18
<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



                                       19
<PAGE>