<PAGE>


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

                                   FORM 10-QSB/A


(MARK ONE)

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

               For the quarterly period ended July 31, 2000.

[_]  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 July 31, 2000,  there were  20,185,472  shares of the  issuer's  $.001 par
value common stock issued and outstanding and,

3,674,000  warrants  which entitles the  registered  holder to purchase  anytime
until the close of  business on January  31,  2002,  one share of Class B common
stock at a price of $1.10.

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




                                        1
<PAGE>





                              INDEX TO FORM 10-QSB
                              --------------------
                       For the Quarter Ended July 31, 2000
                      -----------------------------------



                                                                            PAGE
                                                                            ----

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements (Unaudited)

   Balance Sheet as of July 31, 2000                                         3

   Statement of Income for the Nine Months and
   Three Months Ended July 31, 2000                                          4

   Statements of Cash Flows for the Nine Months
   and Since Inception To July 31, 2000                                      5

   Notes to Financial Statements for the                                 6 - 7
      Nine Months Ended July 31, 2000

Item 2. Management's Discussion and Analysis                             8 - 11

PART II. OTHER INFORMATION
                                                                             12
Item 1. Legal Proceedings

Item 2. Changes in Securities                                                12

Item 3. Defaults Upon Senior Securities                                      12

Item 4. Submission of Matters to a Vote of Security Holders                  12

Item 5. Other Information                                                    12

Item 6. Exhibits and Reports on Form 8-K                                     13




                                        2
<PAGE>





                         PART I - FINANCIAL INFORMATION

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


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

<TABLE>
<CAPTION>


                                                                  July 31, 2000
                                                                  --------------
                                                                    (Unaudited)


                                     Assets
<S>                                                                      <C>
Current Assets
   Cash and cash equivalents                                  $           24,932
   Receivables, net                                                       62,161
   Note Receivable (principally related parties)                       1,455,814
   Other current assets                                                    4,648
                                                                  --------------
        Total current assets                                           1,547,555

Other assets                                                             637,571
                                                              ------------------
       Total assets                                                    2,185,126
                                                              ==================




                      Liabilities and Shareholder's Equity

Current Liabilities
    Accounts payable                                                      25,000
    Note Payable                                                             -
    Advances from Affiliate                                            1,776,154
    Deferred Revenue                                                     178,500
    Other current liabilities                                             26,657
                                                                   -------------
      Total current liabilities                                        2,006,311

 Shareholder's Equity
    Common Stock, class A, $1.00 par value; authorized                       -
       5,000,000 shares; issued and outstanding none in 1999
    Common Stock, class B, $.001 par value; authorized                    20,185
       55,000,000 shares; issued and outstanding -20,185,472 shares
    Paid in Capital                                                    1,273,744
    Deficit accumulated during the development stage                 (1,115,115)
                                                             -------------------
      Total Shareholder's Equity                                         178,815

      Total liabilities and shareholder's equity                $      2,185,126
                                                                ================
</TABLE>


                                        3
<PAGE>


                           GSI TECHNOLOGIES USA, INC.
                      (A COMPANY IN THE DEVELOPMENT STAGE)
                               STATEMENT OF INCOME
                 FROM INCEPTION (JULY 08, 1998) TO JULY 31, 2000

                                   (Unaudited)

<TABLE>
<CAPTION>

                                                                                                                    Period of
                                                                Three Months                 Nine Months            Inception
                                                                Ended July 31,               Ended July 31,      July 06, 1998
                                                                --------------               --------------           to
                                                             1999         2000            1999         2000      July 31, 2000
                                                             ----         ----            ----         ----    ---------------
<S>                                                          <C>           <C>            <C>          <C>           <C>

Revenues:  Sub Licensing Agreements                       $   -        $ 250,000       $   -        $ 250,000    $  250,000

Cost of Sales: Royalties on Sub Licensing Agreements          -          150,000           -          150,000       150,000
                                                        -----------     --------     ----------     -----------    ---------

Gross Profit                                                  -          100,000           -          100,000       100,000

Operating Expenses:
       Salaries and related costs                             -          126,903           -          367,964       367,964
       Rent                                                   -           31,920           -           68,480        68,480
   Financing expense                                          -             -              -             -          128,790
       Professional fees                                      -          283,071           -          302,041       380,358
       Amortization of intangibles                            -           23,739           -           71,217        72,518
       Travel                                                 -           14,226           -           32,135        32,135
       Other selling, general and administrative              36          52,498         5,158        118,151       168,382
                                                           -------       -------     -----------     --------     ---------
          Total operating expenses                            36         532,357         5,158        959,988     1,218,626

          Loss before other income (expense)                 (36)       (432,357)       (5,158)      (859,988)   (1,118,626)

Other income (expense):
       Interest income (principally related parties)          -            7,934           -           20,533        20,533
       Interest expense                                       -          (17,021)          -          (17,021)      (17,021)
                                                           --------     --------     -----------      ---------   ----------
          Total other income (expense)                        -           (9,087)          -            3,511         3,511

Net Loss                                                     (36)       (441,445)       (5,158)      (856,476)   (1,115,115)
                                                           =======     =========    ============    ==========   ===========

Basic weighted average common shares outstanding         6,290,598    20,185,472     2,119,909     20,185,472    10,181,095
                                                        ==========    ==========    ============   ===========   ===========

Basic Loss per common share                            $  (0.0000)   $ (0.0220)   $    (0.0024)   $  (0.0439)   $   (0.1099)
                                                        ===========   ==========    ============  ===========   ============

</TABLE>


                                        4
<PAGE>


                           GSI TECHNOLOGIES USA, INC.
                      (A COMPANY IN THE DEVELOPMENT STAGE)
                             STATEMENT OF CASH FLOWS
                 FROM INCEPTION (JULY 08, 1998) TO JULY 31, 2000


                                   (Unaudited)


<TABLE>
<CAPTION>

                                                                                                           Period of
                                                                        Nine Months                        Inception
                                                                       Ended July 31,                    July 06, 1998
                                                                       --------------                         to
                                                                     1999         2000                   July 31, 2000
                                                                    -----         -----                 ---------------
<S>                                                                  <C>           <C>                          <C>
CASH FLOWS FROM OPERATING ACTIVITIES:

Net Income (Loss)                                                $  (5,158)   $ (856,476)                 $ (1,115,115)
Adjustments to reconcile net income (loss) to net cash
used in operating activities:
        Depreciation and amortization                                 -           71,217                        72,518
        Issuance of stock for contract settlement                     -             -                              500

Changes in Operating assets and liabilities:
        Accounts Receivable and other current assets                  -           24,177                       (66,808)
        Other Assets                                                  -         (234,746)                     (234,746)
        Accounts Payable and Accrued Liabilities                    6,100         52,967                       230,157
                                                                   -------      ---------                    -----------

Net cash provided by/(used in) operating activities                   942       (942,860)                   (1,113,494)


CASH FLOWS FROM INVESTING ACTIVITIES:


Net cash provided by/(used in) investing activities
        Note Receivable, principally related parties                   -      (1,455,814)                   (1,455,814)
        Payment for license, principally related parties               -        (200,000)                     (200,000)
                                                                   ---------  -----------                  -------------

Net cash provided by/(used in) investing activities                    -      (1,655,814)                    (1,655,814)


CASH FLOWS FROM FINANCING ACTIVITIES:

Proceeds from:
  Notes payable, principally related parties                           -          79,667                          -
  Advances from Affiliate                                              -       1,776,154                      1,776,154
  Sales of common stock                                                -         577,100                      1,018,086
                                                                 ----------    ----------                     ---------


Net cash provided by/(used in) financing activities                    -       2,273,587                      2,794,239
                                                                 ----------   ----------                     ----------


Net increase (decrease) in cash and cash equivalents                   942      (325,087)                        24,932
Cash and cash equivalents, beginning of period                         -         350,019                           -
                                                                 ----------    -----------                  -----------

Cash and cash equivalents, end of period                        $      942    $   24,932                   $     24,932
                                                                 ============ =============                 =============
</TABLE>





                                        5
<PAGE>


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

                                       (Unaudited)

                                      July 31, 2000




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.

     The balance  sheet at October 31,  1999 has been  derived  from the audited
financial  statements  at that date but does 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  Registration  Statement on Form SB-2 (Registration No.
333-30474) 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 - RECENT ACCOUNTING PRONOUNCEMENTS

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

NOTE 3 - NET LOSS PER SHARE

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




NOTE 4 - OTHER ASSETS



                                             October 31, 1999      July 31, 2000
                                            ----------------       -------------

Other Assets:
 License rights                                $   474,779         $     474,779
 (Acquired from affiliate and recorded at
 predecessor basis with the cost over such
 basis recorded as a dividend to affiliate).
 Accumulated amortization                          (1,301)              (72,518)
                                                  ---------             --------
                                                   473,478               402,261

 Long term portion Note Receivable                 -                     225,000
(principally related party)

 Security Deposits                                 -                      10,310
                                             --------------             --------
                                              $    473,478           $   637,571




                                       6
<PAGE>



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

                                                (Unaudited)

                                               July 31, 2000
NOTE 5 - RELATED PARTY TRANSACTIONS

     During the nine  months  ended July 31,  2000,  the  Company  has  received
advances from shareholders, including affiliated parties, in the amount of
$1,776,154.  These  advances  have enabled the company to continue to operate at
its  planned  pace.  These  funds were,  in turn,  advanced  to GSI  Canada,  an
affiliate of the company, to further invest and develop the business.

     On June 02,  2000,  GSI  Canada  placed an order  with the  Company  for 35
CityColumns at $17,000 per unit for a total of $595,000. A deposit of 30% in the
amount of $178,500 was required  and has been  reflected as deferred  revenue in
the  financial  statements  at July  31,  2000  since  the  installation  of the
equipment was scheduled for August 2000.


NOTE 6 - SUBSEQUENT EVENTS

     On September 07, 2000,  the Company  entered into formal loan  arrangements
with a group of existing shareholders.  The total amount of these obligations in
the form of promissory  notes is  $2,393,013.  The notes have a maturity date of
September  07, 2001,  bear  interest at a rate of prime plus two percent and are
convertible  at any time at the sole  discretion  of the Company  into a certain
number of shares for each holder.  If  converted,  interest on the notes will be
waived. In the event of conversion, the total number of shares to be issued from
treasury would be 1,910,263.



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


Results from operations

3 months and 9 months ending July 31, 2000 and 1999

We are still in the  development  phase after starting up in 1999.  During GSI's
third  quarter from May 1, 2000 to July 31, 2000, we incurred a loss of $441,445
versus $36 in the same period in 1999.  The loss for the nine months ending July
31,  2000 was  $856,476  compared  to $5,518  for the same  period in 1999.  The
accumulated   deficit  to  date  during  the  development   phase  increased  to
$1,115,115.


Revenues

No revenues were generated from sales of products and services to date. $250,000
in  revenues  were  generated  from  the sale of a  single  sub-license  for the
territory of Canada in May 2000.



                                       8
<PAGE>


Cost of revenues and direct operating costs


According to the master  license  agreement  with GSI Canada,  we owe 60% of the
price of any sub-license we sell to a new licensee and this amount is payable to
GSI  Canada  by the end of the  calendar  quarter  in which the  sub-license  is
granted.  We  therefore  remitted  $150,000  to  GSI  Canada  in  July  for  the
sub-license  sold to GSI Canada in its particular role as  sub-licensee  for the
entire  territory of Canada.  This represents our first direct operating cost to
date.


Operating expenses

During the third quarter we incurred  $532,357 in operating  expenses versus $36
in the same period in 1999;  including  salaries and related  costs of $126,903,
$283,071 in professional fees, $31,920 for the rents on our Florida and Montreal
offices,  $23,739 in  amortization,  $14,226  for  travel,  and $52,498 in other
selling general and  administrative  expenses.  We currently have 26 mainly full
time employees.

During the nine months ended July 31 we incurred $959,988 in operating  expenses
versus $5,158 in the same period in 1999;  including  salaries and related costs
of $367,964, $302,041 in professional fees, $68,480 for the rents on our Florida
and Montreal offices, $71,217 in amortization,  $32,135 for travel, and $118,151
in other selling general and administrative expenses.

Other income

$7,934 in  interest  was  earned on the  outstanding  loan to GSI  Canada  while
$17,021 in expense was incurred on  subsequent  advances  from GSI Canada during
the third quarter.

During the nine months  ending July 31, 2000,  $20,533 in interest was earned on
the  outstanding  loan to GSI Canada  while  $17,021 in expense was  incurred on
subsequent advances from GSI Canada.

No interest was earned or incurred in the same periods in 1999.


Liquidity and capital resources

At July 31,  2000 we had  $24,932  in cash and cash  equivalents.  Cash  used in
operating  activities  during the nine months ending July 31, 2000 was $942,860,
which was mainly  attributable to the net cash loss from operations plus changes
in net operating assets and liabilities.

Cash used in investing activities reflects short term loans to GSI Canada in the
amount of $1,455,814 plus a $200,000  payment for the cash portion of the master
license agreement.

Cash provided from financing  activities  reflects $577,100 from sales of common
stock during the private placement towards the end of 1999 plus advances through
July 31 of $1,776,154 from shareholders, including affiliated parties, offset by
the final  settlement of our earlier  obligation to GSI Canada for expenses paid
on our behalf. The advances have enabled us to continue operating at the planned
pace through September.

The result of all  activities  during the nine months ending July 31, 2000 was a
net decrease of $325,087 in our cash  position.  From inception net cash used in
operations has been $1,113,494. A total of $1,655,814 has been used in investing
activities, while $2,794,239 has been provided by financing activities.

Cash  requirements  of about $900,000 are  anticipated  during our fourth fiscal
quarter to October 31, 2000,  including about $470,000  relating to the purchase
of 35  Citycolumns  and  provision of services on the network of  installations.
Other  spending to sustain  operations is currently  running at about $125,000 a
month.  The remaining  accrued  obligation under earlier  consulting  agreements
associated  with the  financial  structuring  of the  company  is $25,000 to BBT
Consulting Group and this will be discharged in September.

In September,  we entered into formal loan arrangements with a group of existing
investors.  The total amount of these obligations is $2,393,013.  The promissory
notes have a maturity  date of September 7, 2001,  bear  interest at the rate of
prime plus two per cent and are  convertible at any time at the sole  discretion
of the Company into a certain  number of shares for each holder.  If  converted,
interest on the notes is waived. In the event of conversion, the total number of
Class B common shares to be issued from treasury would be 1,910,263.

With the  additional  funds  received  we  continued  to build up our New  Media
Division and by the end of July lent a total of  $1,277,314 to GSI Canada in the
form of special supplier  financing.  This financial  assistance will enable GSI
Canada to complete  installations  on schedule and activate  broadcasting on the
Ivanhoe network.  Considered a direct benefit to GSI's global marketing  program
for our GSITV.COM,  The Total Vision Network concept, it is anticipated that GSI
Canada will  eventually sell the network either in whole or in part to either an
established media operator or to a new entrant. The funding will also enable GSI
Canada to continue  developing the business and distribution of our products and
services  in Europe  via  Groupe  Solcom  International,  currently  a 75% owned
subsidiary of GSI Canada.


In the near term, we anticipate at least two private  placements  totaling about
$1.5-1.8  million  in  order to  raise  additional  funds  required  to  sustain
operations  to at least  January  2001. A portion of these funds will be used to
fund GSI Canada for its next project,  which is to install 50 Citycolumns by the
end of December on certain properties managed by SITQ, a large Quebec-based real
estate company.

We  continue  to seek  additional  sources  of  funding  to  sustain  operations
throughout the new year.



                                       9
<PAGE>

Product sales and distribution and provision of services

Under the master license  acquired in October 1999 from our Canadian  affiliate,
GSI  Technologies  (3529363  Canada  Inc.),  we have  access to some of the most
advanced technology  currently available in the field of electronic  advertising
and interactive  information  display. The term of the master license is 5 years
to October 26, 2004 and is  automatically  renewable  for another 5 years at the
sole discretion of GSI. The cost was $800,000, $200,000 paid in cash in November
1999; the balance in 600,000 of GSI's common shares.

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

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

In addition to revenue from product sales,  we anticipate  revenue from our core
services.  We  anticipate  generating  revenue  from  broadcasting  beginning in
October; in network management and maintenance starting in September;  technical
support starting in October;  and creative services,  principally in the form of
message content, starting in October. We also anticipate revenue generation from
special consulting contracts;  as well as from the further sale of sub-licenses.
We expect that,  in certain  cases,  elements of the  technology  covered by the
master license will be sold  separately.  The sale of a license for the complete
GSI Multimedia Pack is anticipated for October.

The emphasis is now on ramping up our  commercial  operations  and  successfully
marketing our products and services.  The business model we continue to favor is
marketing and selling our products to the existing media companies,  rather than
managing  them  ourselves  and  interfacing  directly  with  retailers and other
potential end users. We believe this provides the best route to rapid deployment
of our products and services over the longer term. While our principal market in
the area of advertising is mature and dominated by a relatively  small number of
large,  well-developed  media  companies  such as Pattison,  JC Decaux,  Outdoor
Systems  and  Clear  Channel,  Adshel,  and Eller  Media,  we  believe  that the
opportunity exists to both supplant old, static forms of advertising signage and
to increase exposure in terms of "viewers per day" at the street level.  Pending
a formal contract with at least one of the major media operators, our short term
plan is to deploy our  products via our  affiliates  and  subsidiaries  in prime
territories and to sell advertising spots directly to end users.

Accordingly,  the  first  sub-license  was  granted  to GSI  Canada  on May 4 to
distribute  GSI's products  nationwide in Canada.  The price for the sub-license
was $250,000, payable in ten annual installments of $25,000 each.

In line  with  our  marketing  plan for our  first  year of  operations  we have
concentrated  on the North American  market  focusing,  particularly  during the
first three quarters,  on significant  opportunities  identified in Canada.  Our
initial focus continues to be on the interior  market.  After a successful pilot
project in a shopping  center in South Shore  Montreal,  this was  followed by a
formal  contract  on May 5  between  GSI  Canada  and  Ivanhoe,  a leader in the
Canadian real estate  industry,  focusing on prime shopping  centers  located in
urban areas.  www.ivanhoe.ca.  With  headquarters  in Montreal,  Ivanhoe owns or
shares in partnership approximately 24 million square feet of retail space in 51
malls  located  in  Quebec,  Ontario,  and  the  U.S.  It is also  the  majority
shareholder in Cambridge Shopping Centers.

On June 2, GSI Canada placed a $595,000 order for 35 CityColumns  accompanied by
a deposit of 30% or $178,500.  60% or $357,000 was due on  installation  and was
received on August 30. The balance of $59,500 is due by early October.  32 units
have been installed to date. As broadcasting operations are launched and content
is gradually  added,  this  initial  sale to GSI Canada will  constitute a fully
functioning  model  network,  a showcase for our  technology,  and a new testing
environment  for both the  broadcasting  to the units and the maintenance of the
units.

Another  significant  project has been  successfully  negotiated  by GSI Canada.
Maintaining  our  focus on the  interior  market,  a  Citycolumn  prototype  was
installed in June in the Carrefour Trois-Rivieres,  a shopping center in located
in Trois-Rivieres, mid way between Montreal and Quebec City. Having successfully
met expectations,  GSI Canada signed a contract in September giving it the right
to install and operate another 50 units on other properties managed by SITQ, one
of the largest  property  managers in the province of Quebec and wholly owned by
the Caisse de Depot, the provincial pension fund. Installations will commence in
October with a planned completion date of December 31, 2000. This sale of one of
our products to GSI Canada will generate an additional $850,000 in revenue to be
followed by revenues from our ongoing  services.  GSI Canada is actively seeking
an advertising media operator to participate in this transaction and to continue
developing the Canadian indoor market.

Pending an agreement  with a media  operator,  GSI Canada will  continue to seek
opportunities  to make  installations  in Canada  and to seek  separate  funding
wherever possible. Other major shopping center owners and property managers such
as Cadillac Fairview, and Oxford are being approached by GSI Canada.

Opportunities  have also been  identified  in Europe.  In August,  Clear Channel
International formally requested GSI to put a pilot project network of large LED
screens and the relatively new variety of plasma screens using our  broadcasting
technology.   The  initial  sites  will  be  in  France  and  Switzerland   with
broadcasting and the provision of creative  services from the studio in Paris. A
studio is also under development in Milan, Italy.

With the signing of a lease at the Sun City Trust building,  our head office was
transferred from Fort Lauderdale to Orlando in June and  opportunities are being
explored in the southern  States.  Depending on the  availability of capital,  a
sales  office may be opened in New York City  later in the year to pursue  other
opportunities  in the  American  market.  Major  urban  centers  and  commercial
shopping malls, theme parks, and airports will be targeted.



                                       10
<PAGE>

Product manufacturing and services

Building on the extensive network of affiliations and strategic alliances of our
affiliated  company  in  Canada,  we  are  able  to  completely   outsource  the
integration and production of our products. The prime contractor is HiTech Neon,
currently  the  largest and longest  operating  subsidiary  of GSI Canada with a
forty year history in the sign business. This affiliated supplier is responsible
for  the   production  of  the  encasement   modules  either   directly  or  via
sub-contracting.

Subject to a competitive  ordering  process,  computer  hardware  components are
initially  being  supplied  through the Lexton Group and  networking and cabling
services from ITS Service Interteck,  both of which are also subsidiaries of GSI
Canada.  While all key  suppliers  have the  required  capacity to complete  the
planned production schedule, the continuing challenge is for HiTech Neon to meet
accelerating  demand.  Additional manpower and space will be required to gear up
to the planned  production  schedule.  Labor  relations at the HiTech Neon plant
located in a suburb of Montreal are considered excellent.

Although we will eventually  outsource the advertising  services,  our New Media
Division will provide the content for GSITV.COM,  The Total Vision Network.  The
development  of the our New  Media  Division  was  recently  enhanced  with  the
acquisition  of the  assets  and  the  joining  of  the  employees  of  Cameleon
Publicite.  New Media  currently  numbers 9 employees with a projected 15 by the
end of December.

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




                                       11
<PAGE>



                           PART II - OTHER INFORMATION

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

We are  currently  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.


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

The  Board of  director  has  approved  the  cancellation  of the  Corporation's
5,000,000  Class A common stock.  An amendment to the articles of  incorporation
will be filed with the State of Delaware by the end of the year.


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

None.

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

None.

Item 5.  Other information
--------------------------
None.


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


The following exhibits are contained in this 10-QSB:

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

        27              Financial Data Schedule




                                   SIGNATURES

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

Dated:  September 25, 2000     GSI TECHNOLOGIES USA INC.


                               By:   /s/  James A. Hone
                                     --------------------------------
                                        James A. Hone
                                        Senior Vice President Administration,
                                        Chief Financial Officer