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

                                  FORM 10-QSB

(MARK  ONE)

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

                 For the quarterly period ended APRIL 30, 2002.

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

COMMISSION  FILE  NUMBER:  0-31229

                            GSI TECHNOLOGIES USA INC.
        -----------------------------------------------------------------
        (Exact name of small business issuer as specified in its charter)

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

    2001 McGill College Avenue, Suite 1310, Montreal, Quebec H3A 1G1 Canada
 ------------------------------------------------------------------------------
                    (Address of principal executive offices)

                                 (514) 940-5262
                ------------------------------------------------
                (Issuer's Telephone Number, including Area Code)

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

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

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


<PAGE>
                              INDEX TO FORM 10-QSB
                              --------------------
                      For the Quarter Ended APRIL 30, 2002
                    ----------------------------------------

                                                                            PAGE
                                                                            ----

PART I. FINANCIAL  INFORMATION

Item 1. Financial  Statements  (Unaudited)

        Balance Sheet as of January 31st, 2002                                 3
     Statement  of  Operations  for  the  Three
        Months ended January 31st , 2002 and 2001                              4
     Statements  of  Cash  Flows  for  Three  Months
        Ended January 31st, 2002 and 2001                                      5

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

Item 2. Management's Discussion and Analysis                              8 - 13

PART II. OTHER INFORMATION                                                    14

Item 1. Legal Proceedings                                                     14

Item 2. Changes in Securities                                                 14

Item 3. Defaults Upon Senior Securities                                       14

Item 4. Submission of Matters to a Vote of Security Holders                   14

Item 5. Other  Information                                                    15

Item 6. Exhibits and Reports on Form 8-K                                      15


                                                                               2
<PAGE>
                         PART I - FINANCIAL INFORMATION

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

                           GSI TECHNOLOGIES USA, INC.
                                  BALANCE SHEET
                                AT APRIL 30, 2002
                                  (UNAUDITED)



                                     ASSETS
                                     ------

Current Assets
  Receivables, net (principally related party)                    1 624 163
                                                                ------------
    Total current assets                                          1 624 163
Property and equipment, net                                          34 088
Intangible assets, net                                              236 089
Other assets                                                         19 908
                                                                ------------
    TOTAL ASSETS                                                  1 914 247
                                                                ============



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

Current Liabilities
  Accounts payable                                                  857 032
  Notes Payable                                                      76 392
  Other current liabilities                                         116 821
                                                                ------------
    Total current liabilities                                     1 050 246

  Stockholder's Equity
  Common Stock, class A, $1.00 par value; authorized                      -
     5,000,000 shares; issued and outstanding none
  Common Stock, class B, $.001 par value; authorized                 25 802
     55,000,000 shares; issued and outstanding - 25,802,134
  Paid in Capital                                                 5 243 740
  Deficit accumulated during the development stage               (4 405 928)
  Accumulated other comprehensive income                                388
                                                                ------------
    Total Shareholder's Equity                                      864 001

     TOTAL LIABILITIES AND SHAREHOLDER'S EQUITY                 $ 1 914 247
                                                                ============

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 AND SIX MONTHS ENDED APRIL 30, 2002 AND 2001
                                           (UNAUDITED)

                                                            Three months                Six months
                                                           ended April 30,            ended April 30,
                                                     --------------------------  --------------------------
                                                         2002          2001          2002          2001
                                                     ------------  ------------  ------------  ------------
<S>                                                  <C>           <C>           <C>           <C>
Revenues                                             $         -   $   126 043   $    23 750   $   132 293

Cost of Sales                                                  -        60 343        10 634        64 093
                                                     ------------  ------------  ------------  ------------
Gross Profit                                                   -        65 700        13 116        68 200

Operating Expenses:
       Marketing                                          16 051        41 143        24 412        69 838
       Management and administrative fees                  1 534       239 733         1 534       472 223
       Salaries and related costs                              -        61 982        38 996       108 794
       Rent                                               13 703         9 853        51 426        24 636
       Financing expense                                       -        10 000             -        10 000
       Professional fees                                   2 457        10 255         9 029        21 751
       Consulting                                              -                           -
       Depreciation                                          973         2 600         1 947         3 900
       Amortization                                       23 845        23 879        47 691        47 688
       Travel                                                  -        29 001             -        37 761
       Other selling, general and administrative          17 737        54 404        45 841        92 985
                                                     ------------  ------------  ------------  ------------
          Total operating expenses                        76 300       482 850       220 875       889 576

          Loss before other income (expense)             (76 300)     (417 150)     (207 759)     (821 376)

Other income (expense):
       Interest income (principally related party)                     105 756                     194 462
       Interest expense (principally related party)       (4 417)     (106 566)       (8 759)     (193 349)
       Foreign exchange gain/(loss)                      (24 529)            -       (15 960)            -
       Equity in net earnings (loss) of affiliates             -        42 550             -       219 408
                                                     ------------  ------------  ------------  ------------
          Total other income (expense)                   (28 946)       41 740       (24 719)      220 521


                                                     ------------  ------------  ------------  ------------
Net Loss                                                (105 246)     (375 410)     (232 479)     (600 856)
                                                     ============  ============  ============  ============

Basic weighted average common shares outstanding      20 788 768    20 595 223    20 689 767    20 595 223
                                                     ============  ============  ============  ============

Basic Loss per common share                          $     (0,01)  $     (0,02)  $     (0,01)  $     (0,03)
                                                     ============  ============  ============  ============

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


                                                                               4
<PAGE>
<TABLE>
<CAPTION>
                           GSI TECHNOLOGIES USA, INC.
                            STATEMENT OF CASH FLOWS
           FOR THE THREE AND SIX MONTHS ENDED APRIL 30, 2002 AND 2001
                                  (UNAUDITED)

                                                                For the six months
                                                                  ended April 30,
                                                              -----------------------
                                                                 2002        2001
                                                              ----------  -----------
<S>                                                           <C>         <C>
CASH FLOWS FROM OPERATING ACTIVITIES:

Net Income (Loss)                                             $(232 479)  $ (600 856)
Adjustments to reconcile net income (loss) to net cash
 used in operating activities:
      Depreciation and amortization                              49 638       51 588
      Issuance of stock for contract settlement                  38 996        5 000
      Accrued Interest Expense                                    8 759      193 349
      Accrued Interest Income                                               (194 462)
      Equity in net earnings (loss) of affiliates                           (219 048)

Changes in Operating assets and liabilities:
      Receivables and other assets                               (4 871)    (134 472)
      Accounts Payable and Accrued Liabilities                  133 939      189 630
                                                              ----------  -----------

Net cash provided by/(used in) operating activities              (6 019)    (709 271)

CASH FLOWS FROM INVESTING ACTIVITIES:

Net cash provided by/(used in) investing activities
      Loan Receivable, principally related parties                    -     (655 743)
      Purchase of property and equipment                              -         (459)
                                                              ----------  -----------

Net cash provided by/(used in) investing activities                   -     (656 202)

CASH FLOWS FROM FINANCING ACTIVITIES:

Proceeds from:
  Notes payable, principally related parties                          -       50 000
  Short term borrowings                                               -    1 103 617
  Sales of common stock                                               -      225 000
                                                              ----------  -----------

Net cash provided by/(used in) financing activities                   -    1 378 617
                                                              ----------  -----------

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

Net increase (decrease) in cash and cash equivalents             (6 019)      13 144
Cash and cash equivalents, beginning of period                    6 019        4 404
                                                              ----------  -----------

Cash and cash equivalents, end of period                      $       -   $   17 548
                                                              ==========  ===========

SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING AND FINANCING ACTIVITIES:
      None

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


                                                                               5
<PAGE>
                           GSI TECHNOLOGIES USA, INC.
                      (A COMPANY IN THE DEVELOPMENT STAGE)
                  NOTES TO THE CONDENSED FINANCIAL STATEMENTS

                                  (Unaudited)

                                 APRIL 30, 2002



NOTE  1  -BASIS  OF  PRESENTATION

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

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

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

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



NOTE  2  -  REVENUE  RECOGNITION

     Revenue  from sales of display units are recorded at the time the units are
delivered.  Revenues  from  sub-
     licensing  the  master  licensing agreement are recognized over the term of
the  sub-licensing  agreement.

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


                                                                               6
<PAGE>
NOTE  3  -  NET  EARNINGS  (LOSS)  PER  SHARE

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


NOTE  4  -  GOING  CONCERN

     The  accompanying  financial  statements  have  been  prepared assuming the
Company  will  continue  as a going concern.  The Company reported a net loss of
$232,479  for  the six months ended April 30, 2002 (unaudited).  Continuation of
the  Company  as  a  going  concern  is  dependent  upon  obtaining  sufficient
working  capital  for  its  planned  activity.  Management  of  the  Company has
developed  a  strategy,  which  it  believes  will  accomplish  this  objective
through financing, which will enable the Company to operate for the coming year.


NOTE  5  -  STOCKHOLDER'S  EQUITY

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


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

Forward  looking  statements.

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

Overview

     GSI  Technologies  USA  (  GSI  USA)  specializes  in offering broadcasting
solutions  principally  for out home advertising, such as electronic billboards,
interactive  advertising kiosks and any type of animated electronic screens with
full  video  capabilities.  GSI USA's software enable user to transmit pin point
animated  information contact as well as receive full motion video, graphics and
audio  files.  GSI's  software  and  concept  allows  advertisers  to reach more
consumer  on  a  daily  bases  and  permits  to  measure  impact of their ads by
interacting  with  consumer.

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


Results  from  operations

6 months ending January 31, 2002 and 2001

During  GSI's  first  and second quarter from November 1, 2001 to April 30 2002,
GSI  USA incurred a loss of $232,479 or $.01 per share versus a loss of $600,856
or  .03  per  share  in  the  same  period  in  2001.

Revenues

     $23,750  in  revenue  was  recognized  during  the six month period, versus
$132,293 for the same period in the prior year. This is related to sub-licensing
agreements  realized  over  the  respective  terms.




Cost of revenues and direct operating costs

     According to the master license agreement with GSI Canada, GSI USA owns 60%
of  the  price  of  any  sub-license  it sells to a new licensee. This amount is
payable  to  GSI  Canada  by  the  end  of  the  calendar  quarter  in which the
sub-license is granted its sub-license.  GSI USA has incurred  $10,634 in direct
operating  cost  for this six month period, versus 64,093 for the same period in
the  prior  year.


                                                                               8
<PAGE>
Operating  expenses

     During  the  six months ended April 30, 2002, GSI USA has incurred $220,875
in  operating  expenses  versus  889,576  for  the  same  period  in  2001.


Other  income

     During  the  six  months ending April 30, 2002, ZERO in interest was earned
mainly  on  the  outstanding  loan  to  GSI  Canada  due to the fact that is has
protection  from  the  bankruptcy courts, while $8,759 in interest was incurred.
This  amount  is  principally  for  loans  outstanding.


Liquidity  and  capital  resources

     At  January  31,  2002  GSI  USA  had ZERO in cash. Cash used  in operating
activities  during the three months ending January 31, 2002 was 6,019, 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  $0.

     Cash  provided  from  financing  activities  during  the  period  was ZERO.

     The  result  of all activities during the six-month period ending April 30,
2002  was  a  net  decrease  of  $6,019  in  our  cash  position.


                                                                               9
<PAGE>
MANAGEMENT  DISCUSSION  AND  ANALYSIS

GSI  USA

We  have completed our restructuring program, concentrating on our core business
to  serve,  inform  and  communicate with the consumer in its daily environment,
offering  information media content out of home as well as providing services to
citizens  customized  to  their  needs  on  a  day  to  day  basis.

After  a  2  year  beta  testing,  in real market application, our affiliate GSI
Canada  through  its R&D Center and team has learned a great deal of experience,
by  managing  a  network  of  32 city Columns through the Ivanho  shopping malls
network  in  Canada.

After  unfortunate  September  11th events, we concentrated on trying to improve
our  concept  to  allow  our 2 way software multimedia pack to become a tool and
information  center  in  the event of any public crisis.  The defense department
has  recently  published  a  2000  pages  report  on  lack  of communications on
September  11th  events.

Our  vision  is  to  deploy  a  wide  network  of kiosks in public areas such as
airports,  malls,  offices building, postal offices, subways, government offices
etc  .  Through  strategic  partnership, we are currently negotiating deployment
of  15000 locations coast to coast reaching millions of consumers on a pin point
service  capabilities.

Our  R&D team has enhance our software modular applications, allowing to install
cameras integrated in our units offering monitoring sources to serve authorities
and  prompt  reaction  informational  capabilities  in the event of any security
problems.

On  June  the  5th and the 6th 2002, we were exhibitors in the home land defense
and  security show in Washington D.C. featuring our new servicolumn product.  We
have  received  a  great  deal  of  interest  for our product by many government
department  and  public  authorities.

Through  a  new venture agreement with Boston based corporation, Bio Defense, we
have  integrated  for  the  purpose  of  the show, the mail defender unit in our
servicolumn.  The  mail  defender  product allows consumers to safely and simply
take  any  letters  or documents of any kind and within 10 minutes cycle destroy
all  traces  of  bio  contamination,  such  as  anthrax,  E-coli and many others
bacteria  will  be destroyed without altering the documents.  We envision a wide
network  of  integrated  technologies  in postal services environment worldwide.

Furthermore,  we  have  concluded  on June the 10th 2002, an exclusive licensing
agreement with Bio Defense corp., allowing GSI to integrate such technology in a
out  of  home  public area network of kiosks.  The potential revenues for such a
product  will  have  tremendous  impact  on  our  sales.

To  serve,  to  inform,  to  communicate,  to  detect  and  to  protect.

Our  affiliate  GSI Canada, has completed its restructuring program and began to
repay  its line of credit with the CIBC Bank as well as its creditors.  In April
2002,  our affiliate repaid to GSI USA the balance of its debts of 994,581.00 by
transferring  all licensing rights and sales rights to our corporation.  GSI USA
has,  now,  all  sales  and  licensing  rights  on  our  technologies worldwide.

Our  affiliate  GSI  Canada  has  entered  into  negotiation  with  Bio  Defense
corporation  to  produce  and  assemble  the  mail  defender units in Canadian's
facilities.  The  basis of the contract is to assemble 900,000 units in the next
24  months.  The  advantages of the tax credit government program in the Mirabel


                                                                              10
<PAGE>
free  trade  zone  allows  GSI Canada to offer various investments advantages as
well  as highly qualified personal to fulfill a large production capability.  We
have  concluded  on  June  10th  2002,  a  memorandum  of  understanding and are
currently  working  the  details  through  this  new partnership's venture.  Our
affiliate  anticipates  achieving  profitable  results  in  Fall  2002.

The  board  of  directors  of  GSI  USA is considering negotiating the potential
acquisition  of  our  affiliate  after  restructuring  program  is  completed.

The benefits of Government programs are tremendous and represents a leading edge
value  for  the  benefit  of  GSI  USA  shareholders.

All  operations  research,  broadcast  and  engineering  are now operated by GSI
Canada.

All  sales  and  licensing  are  performed  by  GSI  USA.

Our  cash  requirements for the next quarter represents approximately 150,000 in
total.  We  are  currently  negotiating  with  financial institutions as well as
investment  bankers and sophisticated investors to seek for more capitalization.

On February 7th 2002, GSI USA board of directors offered a board member position
to  Mr.  Julian  Beardsley and another one to Mr. Dario Littera. After reviewing
and  evaluating  the  candidates agenda and availabilities the board has decided
not  to  retain  their services. The two candidates did not filed in a form 3 as
required  by  regulator  authorities.

On February 7th 2002, the board announced a promissory notes program through the
CHGC  investment  banking,  after  evaluating the program through a complete due
diligence,  the  board  of  directors  of  GSI  USA has decided to terminate all
discussions  and  negotiations  in  that  regards.

On  June  7th 2002, GSI USA concluded a memorandum of understanding with Stellar
Holdings,  to  evaluate the possibility of joining forces through integration of
Stellar  wireless  technologies  and GSI's concept.  We are currently evaluating
the  potential  and  structure  of  such  a  venture  agreement.  The  revenue's
structure  represents  approximately  22,000,000 in 2001 and 24,000,000 in 2002.

The  real equity of Stellar operations is 14,465,640 in 2001 and over 18,000,000
in 2002.  Our respective engineering departments are evaluating the potential of
integration  of  technologies  for  the  benefit  of  GSI's  concept.

Our  administrative  officers  are  going  through  evaluation and due diligence
process  and  have  agreed  on  a  closing  date  before  July  30th  2002.

This  transaction  is  subject  to  due  diligence  and  approval  of  regulator
authorities.  The  impact  and  leverage  of  the  transaction  could  represent
immediate  benefits  to  shareholders  of  both  corporation.



Investment  in  affiliates

As of March 2nd 2002, GSI USA had no longer any investments in affiliate.


Product sales, distribution and provision of services


Our  affiliate  GSI Canada R&D's team have completed tremendous break through in
GSI's  software  of  version  2.0  with modular applications of the managing and
scheduling  module  allowing to monitor on a day to day bases the sales and hits
per  day.  The  engineers  continue  to enhance the capabilities of the software


                                                                              11
<PAGE>
integrating  interactive capabilities for the consumer to respond to the content
messages  and  animated  advertising.

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

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

The  R&D's  team  has  developed  a  large  experience  in  managing networks of
interactive  advertising  modules and finished the development of specific units
such  as  :
     -    City  column,  indoor  display  unit  3 faces advertising screen, with
          interactive  touch screen unit and internet access. These 32 units are
          in  operation  and  have  given  results  over the past 2 years in the
          shopping  center  environment.
     -    Transa  column,  has  2  faces  display  unit  with internet kiosk and
          integrating  ATM bank terminal. The target market is directly oriented
          to offer multi transactional capabilities for banking services as well
          as  E-com transactions supported by advertising broadcast content. The
          consumer  can use the units to pay bills, make a transaction, withdraw
          cash,  take  E-Mails  and  internet access. We have completed a market
          study with banking institutions and identify the need for such product
          in  North America as well as Europe. We are currently negotiating with
          Canada  Post  and  some banks the implementation of a large network in
          north  America. We believe that we will conclude before the end of the
          next  quarter.
     -    Sky  Column, full outdoor video LED screen for high traffic areas bill
          board  size.  We  have  been  managing this type of screens for over 5
          years  and  a  half.
     -    Digicolumn,  display  kiosk using plasma screen, technology integrated
          in  totem  supports,  vertical  and  horizontal  applications.
     -    I  Column,  the  latest  technology , 15 inches LED screen integrating
          computer  to  the  back  of  the  screen  on  a very robust industrial
          application.  We  have  made  recent  sales of 150 units in indoor and
          outdoor market. The hype around this product allows us to fit units in
          various  position  to  generate  instant  impulses  to  buy in stores,
          kiosks,  restaurants,  airports  in  a  cash  counter  area.


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

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

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

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

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


                                                                              12
<PAGE>
In  September  2001,  the  Dauphin  Group  in  France  division of Clear Channel
International,  acquired  a  license  for  its territory from Group Solcom.  The
Dauphin  Group  is  now in the phase of deploying advertising kiosks in shopping
malls  as  well  as  city  of  Nantes.

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

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

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

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

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

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

After  the announcement of United States President on June 6th 2002, about a new
government  department  voting  37  billions  budget  for  home land defense, we
believe  our  software  and  kiosk's concept will generate a lot of interest for
security  and  information  content  potential.


                                                                              13
<PAGE>
                          PART II - OTHER INFORMATION

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

Legal  proceeding

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

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

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

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

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


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.


                                                                              14
<PAGE>
Item 5.  Other information
--------------------------

Late  filing  10K

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

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

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

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

We have appointed a market maker to fill in a c-211 form and forecast being back
on  OTCBB  soon.

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

The  board of GSI USA is proud to announce the nomination of Mrs. Marie El Ahmar
Eid  as  new board member of GSI USA.  Mrs. Eid has been serving the corporation
for  over 3 years as President assistant as well as human resources director and
development  manager.  We  are  very  happy  of her implication on the board and
believe strongly that she will be very useful to the corporation considering her
long  term  experience  and  capabilities.


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

The following exhibits are contained in this 10-QSB:

   None.




                                   SIGNATURES


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




Dated:  June  17th,  2002            GSI TECHNOLOGIES USA INC.



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


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