ANNUAL  REPORT  FOR  GSI  TECHNOLOGIES  USA  INC.



                     U.S.  Securities  and  Exchange  Commission

                             Washington,  D.C.  20549

                                   FORM  10-KSB

(X)  ANNUAL  REPORT  PURSUANT  TO  SECTION  13  or  15(d)  OF  THE  SECURITIES
     EXCHANGE  ACT  OF  1934

     For  the  fiscal  year  ended  October  31,  2001

     Commission  File  No.  333-30474

                            GSI  TECHNOLOGIES  USA  INC.
                 ----------------------------------------------
                 (Name  of  small  business  issuer  in  its  charter)

                 Delaware                      65-0902449
    --------------------------------  ---------------------------------
    (State  or  other  jurisdiction  of   (I.R.S.  Employer  Identification
     Incorporation  or  organization)    Number)

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

Registrant's  telephone  number,  including  area  code  (514)-940-5262

Securities  registered  under  Section  12(b)  of  the  Exchange  Act:  None
Securities  registered  under  Section  12(g)  of  the  Exchange  Act:

                Class  B  Common  Stock  (Par  Value  $.001  per  share)
                ------------------------------------------------
                                (Title  of  Class)

Check  whether  the issuer (1) filed all reports required to be filed by Section
13  or  15(d) of the Exchange Act 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

Check  if there is no disclosure of delinquent filers in response to Item 405 of
Regulation  S-B  contained  in this form and no disclosure will be contained, to
the  best  of  registrant's  knowledge,  in  definitive  proxy  or  information
statements  incorporated  by  reference  in  Part 1II of this Form 10-KSB or any
amendment  to  this  Form  10-KSB.  (X)

The  Registrant's  revenues  for  its  most  recent  fiscal  year were  $596,409

The  aggregate  market value for the voting and non-voting common equity held by
non-affiliates  on  October  31,  2001 was approximately $11,645,885.  Shares of
common stock held by each officer and director and by each person who owns 5% or
more  of  the outstanding common stock of the Company have been excluded because
such  persons  may  be  deemed  to  be  affiliates.

The  total  number  of  shares  of  Class  B Common Stock outstanding on October
31,2001  was  21,076,636.


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                                     PART  I

     The  Form  10-KSB contains forward-looking statements within the meaning of
Section  27A  of  the Securities Act and Section 21E of the Exchange Act.  Words
such  as  "anticipates",  "expects",  "intends",  "plans",  "believes", "seeks",
"estimates",  variations  of  such words and similar expressions are intended to
identify  such  forward-looking statements.  These statements are not guarantees
of  future  performance  and  are  subject  to  certain risks, uncertainties and
assumptions  that  are  difficult  to  predict.  Therefore, actual results could
differ materially from those expressed or forecasted in any such forward-looking
statements  as  a  result  of  a  number  of  factors  which  are not within the
Registrant's  control.


ITEM  1.   Description  of  Business

(a)  Organization

     GSI  Technologies  USA  Inc.  ("GSI") is a Delaware corporation, originally
established  in July 1998 as I.B.C.  Corporation.  Following a change of control
to  the  current principal shareholders and the creation of a new business plan,
we  acquired an exclusive worldwide license from GSI Technologies ("GSI Canada")
relating  to  a  unique  technology  in  the  field  of  electronic  commercial
advertising.  The  license  includes  proprietary  software,  hardware,  and
broadcasting  systems  enabling users to transmit and receive full-motion video,
graphics,  along  with  compressed  or uncompressed audio on any kind of display
units, whether mobile or static, indoor or outdoor.  The technology offers users
remote  control  through  telephone lines, LANs, the internet, wireless systems,
cell phones, global systems for mobile telecommunications, or GSMs, fiber optics
and  short  waves.  GSI  also  acquired  broadcasting server technology from GSI
Canada.

     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.

     Based  upon  our knowledge of the industry, we believe the potential market
for  which  GSI  intends  to  sell  its products is large with opportunities for
growth.  The  advertising  industry, for example, is always looking for new ways
to  reach consumers.  Having acquired our license from GSI Canada, we believe we
are  now  able  to  respond to their needs as well as those of other industries.
Whereas  traditional media groups such as television, radio, and newspapers used
to  specialize  in their respective activities, as reflected below, our research
shows that there is a clear pattern of them utilizing newly developed electronic
media  in  order  to  maintain  and  extend  their  reaching  power.

Historical  background

     A predecessor entity called Groupe Solcom was founded in 1995 by a group of
individuals  experienced  in the advertising and retail industries.  The primary
goal  of  the  Montreal-based R&D firm was to find ways of channeling commercial
messages  to  a  wider  range of viewers in a structured and targeted method via
electronic  remotely-controlled  screens.  Originally  serving  the  casino  and
stadium industries, Groupe Solcom soon identified diverse locations across North
America  in which to successfully install, manage and remotely control automated
display  systems.  From 1996 through September 1998, Group Solcom controlled and
operated  large  electronic signs in Vancouver, Edmonton, Toronto, Montreal, Las
Vegas,  and  Mississippi.

     With  the  rapid  evolution  of electronic sign capabilities via full video
broadcast  signals,  media  companies  were  beginning  to  seek  new  ways  of
transferring  images  and  information  from  remote  stations  to  signs  in  a
compressed  and  secure  environment.  Effectively  using  the  Internet was the
logical  solution.  In  order  to  respond expeditiously to market trends and to
concentrate  all  its  resources  in  the  completion  of  a  fully  integrated
software-hardware  package,  Group  Solcom  next  applied  for  advantageous
governmental  grants  available  in the area of multimedia R&D.  As a result, in


                                        2
<PAGE>
     September  1998,  GSI  Canada  was incorporated in order to qualify for and
receive  a  CDTI  Cite  du Multimedia research license.  Cite du Multimedia is a
major  provincial  government-sponsored  project  in  Montreal designed to bring
together  in  the  same  location  companies  working  in  the  information  and
communications  technology  field.  The  government  subsidy  is  an  exclusive
twelve-year  program  of  incentives that includes a subsidy of up to 40% of the
salaries  of  research & development personnel (within individual limits), up to
40%  subsidy  of  the  capital  cost for specialized R & D equipment, as well as
other Federal tax credits and exemptions.  From 1998 to 2000, in accordance with
its  strategic plan of vertical integration, GSI Canada made three acquisitions.
Vertical  integration has facilitated and accelerated the process of providing a
complete  turnkey  solution  to  its  target market, the media operators.  These
acquisitions  included  Lexton  Group, Hi Tech Neon and ITS Services Inter-Teck.

     In  June 1999, with a view to financing the enterprise and eventually going
public,  the  owners  of GSI Canada founded GSI Technologies USA Inc, a Delaware
incorporated  company.  GSI  is  headquartered  in  Orlando, Florida.  By August
1999,  the  preliminary  testing of the basic server system and software package
were  completed, and in October 1999, GSI Canada granted GSI an exclusive master
license  to  market  and  commercialize  its  technology.  In  October  1999, we
successfully completed a private placement of $1,000,000 under SEC Rule 504.  On
February  15,  2000,  we  filed  a  Registration Statement on Form SB-2 with the
Securities  and  Exchange  Commission.  On  August  3, 2000, we filed Form 8A to
become a reporting company, and on September 13, 2000, began trading on the NASD
over-the-counter  bulletin  board  under  the  symbol  GSITB.

     Since  February  2000  to  date,  the  GSI  raised  funds  in the amount of
$4,572,263  million  via  a  series  of  small  private  placements, through the
exercise  of warrants by existing shareholders, and through shareholder advances
and  advances  from  a  commercial  bank.

The  technology

     The  basic technological advance achieved by GSI Canada and available to us
by  way  of  the  master  licensing  agreement  is the successful integration of
various  hardware  components  and  specialty  software  for the transmission of
broadcast signals in real time.  Using our GSI Multimedia Pack software which is
described  below,  we  have  the  unique  capability to broadcast from a central
server  to  full  video  screens in remote locations anywhere in the world.  The
system is capable of updating pinpoint information virtually in real time by way
of  video  compressing  systems  and  other  fully  automated  software systems.

     By  utilizing our products and services, media and advertisers will have an
improved way of reaching consumers right in their daily out-of-home environment,
especially  in suburban shopping malls and the downtown cores where thousands of
people  circulate  daily  as  pedestrians,  as  motorists  or as they use public
transportation  going  to  and  from  work  or  to  shop.

Hardware

     To  achieve  its  sales  goals,  GSI  is  commercializing  products such as
Citycolumn,  Digicolumn,  E-Column,  and  Skycolumn.  These  products can all be
marketed directly by GSI to end-users or via sub-licensing agreements with media
operators  which  are  described  below.

     GSI's  objective is to offer the possibility of what we call GSITV.COM, The
Total  Vision Network, linking large numbers of installations of our products in
various  locations.  Animated  advertising  displays  and  information of public
interest  can  be efficiently and economically managed from strategically placed
servers  in  central  locations.  The  content  broadcast on the network will be
continuously updated.  For optimal exposure, the content will consist of a three
minute  loop  divided  into  eighteen  segments  of  ten  seconds each.  Besides
advertising,  these  segments will include messages of public interest issued by
our  newsroom,  drawing  on  the  technical  support  of  our control room.  For
example,  six  of  the  segments can be dedicated to local advertising while the
other  twelve  are  made  available for regional or national advertising and the
messages  of  public interest.  The involvement of radio and television networks
is  being  sought  for  this  part  of  the  network's  offering.


                                        3
<PAGE>
(b)  Products

Software

     GSI's software is the cornerstone of its broadcasting solution, providing a
modern,  economic  alternative to static advertising media and an improved means
of  attracting  the  attention  of  pedestrians  and  motorists  in high-traffic
locations.  This  broadcast-enabling  software, coupled with integrated hardware
solutions,  clearly  distinguishes  the  Company from traditional static content
providers.  The  GSI  Multimedia  Pack  which  enables  virtually  real  time
broadcasting  consists  of  three  sub-packs,  each  with  its own applications,
enabling  users  to schedule and send content to any number of display units and
then  to  play  it.  The  key  advantage  is that it enables intensive, pinpoint
advertising  campaigns  and  efficient  changes  to  the  content.  Through this
software  the  Company  is  able  to  effectively  monitor  and  transmit
up-to-the-minute  news  and  commercials  directly  to  each  screen  location.
Demographic criteria such as average age, population size, gender, language, and
nationality  can  be  programmed  for each screen.  Consequently, GSI is able to
provide  its  advertisers  or  strategic  partners  with  a complete advertising
campaign  package.  All  together,  the  GSI  Multimedia  Pack  consists of five
applications.  Innovative  applications  include:  database  graphical  user
interface  (GUI),  schedule  manager, billing manager, file transfer manager and
the  multimedia  player.  The  broadcasting  servers  are  currently  located in
Montreal  at  GSI's principal business office.  A broadcasting hub will be built
in  the  Cite  du  Multimedia  in  Old  Montreal.

Hardware

     To effectively demonstrate the power of its broadcasting capability and the
software  that  drives  it,  GSI  has developed an array of actual and potential
hardware  applications.  Designed, assembled and integrated in various forms and
shapes  suited  for  the  precise  out-of-home  environment,  GSI's  know-how is
constituted in the products we are currently commercializing such as Citycolumn,
E-Column,  Skycolumn,  and  Digicolumn, the latter two being the simplest of the
units  using  LED  and  plasma  screens.  Other  variants are under development.
Customized  user  requirements  can  also  be met.  A key element of GSI's total
media  solution  and  market  development  strategy, the display units typically
incorporate television screens, plasma screens, computer components and heating,
ventilation, and control systems that are purchased from various suppliers.  The
design of the units truly differentiates the Company's solution from traditional
static  billboards, attracting and retaining viewers for longer periods of time.
A  brief  description  is  found  below  of  the different hardware alternatives
offered  by  GSI.

Citycolumn

     Citycolumn  is  an  interior  display  unit  or  kiosk  consisting of three
television  screens  36"  wide.  Full-size video, 3D animations and stereo sound
can  be  broadcast  on  these  units  and  they  can  be remotely controlled and
reprogrammed  via  GSI's  software  from anywhere in the world.  Adding a remote
control  unit can also extend Citycolumn's capabilities by providing advertisers
with  interactivity.  The  combination  of  video  and computer digital displays
makes  changing commercials almost instantaneous, allowing for short advertising
campaigns,  special  promotions,  and the latest news headlines.  In addition to
the animated display there are two backlit display panels 28" wide and 40" high.
Other  features of the interactive kiosk include a tactile menu on a 15" tactile
screen,  promotional windows for advertisers as well as directories and location
maps.


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<PAGE>
Digicolumn

     Part  of  the "high-tech" generation of communications products it has flat
plasma-screens,  having  the  same  features and programming capabilities as the
Company's  Citycolumn  unit.  Plasma  screens with a 50" diagonal width and only
3.5"  deep, provide added image quality and purity of color.  This screen can be
installed in virtually any indoor location, effectively rendering all wall-space
a  potential  advertising  medium.

Skycolumn

     Skycolumn  is  a giant outdoor screen, capable of transmitting video images
from  a  server  located  anywhere  in  the world.  Potential installation sites
include  airports,  sport  stadiums,  and  large  expressways.

E-Column

     E-column  is  an  internet-enabled  information  kiosk  that  will  provide
consumers  with  animated  information  on products and services, and facilitate
transactions  such  as  express check out and event ticket purchases.  Potential
installations  sites  include  high  traffic  areas  such  as  airports, hotels,
conference  halls  and  large  warehouse  stores.

Novacolumn

     In the category of what major advertisers call "urban furniture" or "street
furniture,"  Novacolumn,  is  designed  for  outdoor  displays  and  meeting the
requirements of traditional advertisers.  Via a single projector and providing a
field  of  view  of  from  5 to 300 feet, the main display side features a large
screen  36"  wide  by  42" high, the dimensions of a regular advertising poster.
The other two sides include space for static backlit posters.  This kiosk can be
remotely  controlled  and  reprogrammed via GSI's software.  As with Citycolumn,
the combination of video and computer digital display makes changing commercials
almost  instantaneous,  allowing  for  short  advertising  campaigns,  special
promotions,  and  the  latest  headlines.  Adding a remote control unit can also
extend  Novacolumn's  capabilities,  providing  advertisers  with  interactive
applications.  For  instance,  the  Novacolumn  can  be  made to control another
potential  product  offering,  the  interactive  parking  meter.  Novacolumn's
specifications  include  sturdy,  composite materials and each unit is molded in
sections.  Providing climate control for installations in environments that will
periodically  experience  extreme weather conditions, including hot and/or cold,
Novacolumn  is  equipped  with  a  CEMU or computerized environmental management
unit.

Servicolumn

     Servicolumn  is a customized, outdoor, self-contained unit that is designed
to  be  incorporated  in the display portion of transit shelters.  GSI's aim for
this  unit  is  to  replace the static backlit display in the offerings of other
manufacturers.  24"  in  depth,  on  one  side  will  be  a 36" X 48" display of
animated  content  and  on  the other side pedestrians and public transportation
users  will  have  access  to  a  14"  touch-screen,  a smart card reader, and a
wireless  phone  providing  informational  content,  transactional functions and
access  to  emergency  or  information  phone  numbers.

(c)  Industry

Out-of-Home  Advertising  Industry

     The  out-of-home  advertising  industry encompasses media such as billboard
advertising,  transit  advertising,  stadium signage, urban buildings, and other
distinctive  forms  of  advertising  that  reach  individuals  outside  of their
domestic  residences.  The  industry constitutes all types of advertising and is
currently  undergoing  notable  transformations.  The  key  participants  in the
industry are the large media operators who seek to optimize the number of people
exposed  to  advertising  and  enhance  their  rates  of retention.  The primary
opportunity  in out-of-home advertising stems from the fact that large audiences
are  available  and  can be reached by less expensive forms of media than radio,
and  the  press.  Industry analysts expect traditional approaches to advertising
to  give  way  to  more  creative solutions using new technologies.  Many of the
limitations  associated with traditional out-of-home advertising approaches will
disappear,  yielding  to  multimedia-based  approaches.  Digital display product
systems will provide advertisers with a new forum by which they are able to more
profoundly  impact  their  target  audience.  Thus  the  growth in deployment of
interactive  electronic  display  products  is  expected  to  continue  at  an
accelerating  rate.


                                        5
<PAGE>
Industry  Overview

     According  to  the  latest  edition  of  Advertising  Expenditure Forecasts
published  by  Zenith Media, global advertising expenditure is projected to have
increased  by 8% to $332 billion in 2000.  Spending in North America and Europe,
the  two  regions  targeted  by the Company, is estimated to have grown at 8% to
$233  billion,  or  approximately  70%  of  global  spending.

     From the same data source,  spending in North America by advertising medium
in  2000  comprised:


Advertising                $  Spent                   %  of
Medium                     (Billions)                Total
-----------------------------------------------------------
Television                      53.9                   38.6
Newspapers                      48.1                   34.4
Radio                           18.1                   13.0
Magazines                       16.8                   12.0
Outdoor                          2.6                    1.9
Cinema                           0.1                    0.1
-----------------------------------------------------------
Total                          139.6                  100.0


     According to Zenith Media, advertising spending in North America and Europe
is  projected to increase to $273 billion by 2003, a compound annual growth rate
of  5.5  %.

     While  television's  relative  position  has  been  maintained, advances in
technology  now  enable  the  consumer  to  select from more than 500 television
channels  at  home.  Many  of  these are specialized channels and pay television
that  do not broadcast advertising.  Broadcasters are not able to reach the same
number  of  in-home "viewers per day" as they used to.  To maintain and increase
reach,  it  has  become  strategically  imperative  for  the  advertisers  and
advertising  agencies  to  seek other out-of-home possibilities.  Mainly through
mergers  and  acquisitions,  media  companies are now increasingly able to offer
advertisers a variety of multimedia-based approaches.  Clear Channel Corporation
is  in  the  forefront.

     GSI  believes that significant potential exists in the indoor sector of the
market in particular.  Unlike the outdoor sector which depends to a large extent
on the approval of municipal authorities for the use of public sites, the indoor
environment is inherently more hospitable, both from an environmental standpoint
and  due  to the private ownership characteristic.  Media operators are actively
seeking to penetrate the indoor advertising market which is largely untapped and
still  in  an  embryonic  stage  of  development.  Shopping  centers  and office
buildings  offer excellent opportunities.  Information about the shopping center
industry was obtained from Scope 1999 from the website www.icsc.org of the ICSC.
According  to the National Research Bureau, there was a total of 43,600 shopping
centers  in  the  United  States in 1998, an increase of 1.7% from 1997.  Retail
sales  in  shopping  centers increased by 5.0% to $1,044.6 billion, representing
51%  of  total  retail  sales in the country, excluding auto dealer sales.  In a
typical  month,  189  million  adults  shop  at  shopping centers and 94% of the
population  over  18  years  of  age.  Similarly,  in  Canada,  there were 4,298
shopping  centers  in  Canada  by  the  end of 1998, generating $94.2 billion in
retail  sales.

     Media  operators  generally negotiate with the owners of public and private
property  sites  suitable  for  advertising  campaigns.  Clear  Channel
Communications,  an  American  multinational,  is  the  largest  in  the  world,
operating  over  550,000  display  faces  in  40 countries.  It has erected over
700,000  out-of-home  signs  over  a  span  of 28 years.  Clear Channel's direct
competitor is JC Decaux, a French multinational with extensive U.S.  operations,
which has deployed 160,000 backlit advertising panels and 205,000 units of urban
furniture  worldwide.  Outdoor  Systems  is  also  a  major  operator  in  the
out-of-home  industry,  having  deployed its urban furniture products in 90 U.S.
metropolitan  regions  and  13  Canadian  cities.

     Through our research and from our direct contacts with these dominant media
operators,  we  have  confirmed  that they are actively seeking multimedia-based
approaches  to complement and enhance their traditional urban furniture products
and  to  accelerate  growth.  In  addition,  national,  regional,  and  local
advertisers  are  expected to be more and more interested in the unique benefits
offered  by  digital  networks.


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<PAGE>
     One  clear  trend  in  the  out-of-home  advertising  industry  is  the
consolidation  of  media  operators  as  they  seek to strengthen their national
coverage  and  expand  their network of installations.  Leading industry players
such  as Clear Channel, TDI, Outdoor Systems and JC Decaux are primarily driving
the  trend  of  consolidation  throughout  the  industry.

(d)  Patents  and  trademarks

Intellectual  property

     GSI  has acquired an exclusive worldwide license from GSI Canada, which has
proprietary rights on the software required to operate the system.  These rights
are  governed  and  protected by applicable commercial law.  GSI intends to take
all  reasonable and practicable steps to obtain patent and trademark protection,
when  available,  to  protect  its rights to the licensed technology.  Our legal
advisors  specializing  in  trademarks  are  in  the process of filing trademark
applications  for  the  following  brand names used by the Company in the United
States  and  Canada:  Citycolumn;  Novacolumn;  GSI  Multimedia  Pack;  GSI
Technologies;  GSITV.COM.

(e)  Market  Development

     A key element of GSI's strategy is to establish relationships and alliances
to  assist  in marketing, selling, and deploying its electronic urban furniture.
We  believe  that  strong  global alliances are expected to achieve solid market
penetration  and  to package and bundle turnkey solutions for customers.  We are
pursuing  strategic  alliances  with  the  following  companies:

     Clear  Channel  International ("CCI"): Based in the UK, it is part of Clear
Channel  Communications,  one  of the largest media companies in the world whose
key  subsidiaries  and  divisions  include: Adshel, More Group, and Eller Media.
The  association  with  a  major  media  operator  such as Clear Channel further
strengthens  GSI's  attempt  to  gain more international exposure.  We expect to
provide Adshel, whose research center is located in London, with access to GSI's
unique  broadcasting  technology  and  integrated  advertising solution enabling
remotely  controlled  updates,  more  targeted  content and digital quality that
encompasses interactive services to be provided on advertising display products.
A  master  software  access agreement is currently under negotiation.  Adshel is
Clear  Channel's  global  urban  furniture  brand.  Seeking  to  expand  in  the
electronic  advertising  domain,  we believe we are the ideal solution provider.
According  to  the  agreement  being  negotiated,  GSI  would  provide  CCI with
continuous  access  to  its  software  and  related  hardware  for  each project
developed  by  CCI  on  an  international  basis.  At  this  stage,  however, no
guarantee can be made that a contract will be formalized or that we will receive
any  revenues  from  this  source.

     Barco:  Headquartered in Kuurne, Belgium, Barco operates six major lines of
business:  Projection, Display Systems, Automation, Machine Vision, Graphics and
Communications.  BARCO  Projection  Systems  is  an  ISO  9001  registered world
leader, developing and manufacturing large screen projection systems for a broad
range  of applications, entertainment, presentations, training, process control,
and  simulation.  GSI,  Adshel, and Barco have collaborated in pilot projects in
Europe.  Barco  Daylight  Display  Systems  USA  and  GSI  Canada  are currently
negotiating a strategic alliance to pursue opportunities in the Canadian outdoor
advertising  market in which GSI Canada would become an exclusive distributor of
their products in Canada.  At this stage, however, no guarantee can be made that
a  contract  will  be  formalized or that we will receive any revenues from this
source.

     Successful  pilot  projects demonstrating the power of animated advertising
on  attractive  display  products  have  already  lead to contracts with leading
Canadian  real  estate  operators such as Ivanhoe, SITQ, and Toulon.  We believe
these  three  pilot  projects  should  enable  us to attract at least one of the
world's  leading media operators and lead to the rapid expansion of the network.

     Other  pilot  projects  have  been completed in Europe to demonstrate GSI's
technology.  A  significant  breakthrough  occurred in November when the Company
helped Adshel, a division of Clear Channel International, secure a contract from
the  city  of  Nantes, the sixth largest city in France.  Using GSI's technology
during  the  pilot project, Adshel was able to displace JC Decaux, winning a 170
million  French  franc  deal  to install 2,100 pieces of its own Adshel brand of
urban furniture, including 783 transit-shelters, 257 plasma display columns, and
60  sign  faces each measuring 8 square meters in dimension.  Adshel's new brand
of  urban  furniture  will replace the existing, outdated furniture.  Deployment
will be implemented from October 2001 to March 2002.  The difference in Adshel's
favor  was its ability, by utilizing GSI's technology, to present attractive new
information  technology  features  and  interactivity  via  a  single  server
transmitting  video  images to electronic screens, 12 plasma screens and 7 giant
LED  screens.  GSI's  broadcasting  technology  provided  the  edge.


                                        7
<PAGE>
(f)  Customer  Service  and  Technical  Support

     Our  Technology  Integration  Group  is  responsible  for  providing  these
services.  At  this  stage of our development we access the personnel, technical
and  equipment  resources  of  GSI  Canada  and  its  subsidiaries in support of
existing  installations.

(g)  Research  and  Development

In  september  2001  our  engineers  have  issued  version  2  of  GSI  software
interpreting  service  providing  items with advertising contact broadcast.  Our
engineers  continue  to  enhance  the capabilities of our software by developing
modular  features  to  serve  the  advertising  customers.

(h)  Competition

     The  media  industry  is  highly competitive.  It encompasses broadcast and
cable  television,  the  Internet,  radio,  magazines,  newspapers,  traditional
billboards  and  direct  mail  marketers.  Operators  compete in the out-of-home
environment in locations such as highways, shopping centers and malls, airports,
stadiums,  movie  theatres and supermarkets; as well as in transit shelters, and
in  taxis,  trains,  buses and subways.  The out-of-home advertising industry is
attracting  numerous  alternative  media  products, many of which will be direct
competitors.  Although the existing major media operators such as Clear Channel,
JC  Decaux, TDI and Outdoor Systems could become significant clients, they could
also  decide  to  develop  their  interactive  display  products  and  become
competitors.


                                        8
<PAGE>
     Other  firms  are  currently  placing  electronic-type  display products in
various locations such as retail outlets, elevators, airports and subways.  Next
Generation  Network (NGN) is emerging within the US market having installed over
6,500  electronic  billboards  in locations throughout the United States.  NGN's
network infrastructure has attracted the attention of many industry analysts and
is  considered  the  influential  source  driving  change  in  the  out-of-home
advertising  sector.  Other  competitors include Fred Systems Ltd.  of Waterloo,
Canada, New York-based Golden Screen Interactive Technologies and Montreal-based
Digital  Advertising  Network ("DAN"), Vert Intelligent Displays of Summerville,
Massachusetts,  Clarity  Visual  Systems  of  Willsonville,  Oregon  and Pioneer
Electronic  Corporation  of  Tokyo,  Japan.


                                        9
<PAGE>
messages.

(i)  Human Resources

     At October 31, 2001, GSI had 15 direct employees consisting of 1 executive,
7  R&D,  2  development,  2  administrators  and  3  in  sales  and  marketing.

(j)  Funding  Operations

     At  October  31,  2001  GSI USA had $6,019 in cash.  Cash used in operating
activities  during  the  year  ending October 31, 2001 was $1,319,511, which was
mainly  attributable  to  the  net cash loss from operations plus changes in net
operating  assets  and  liabilities.

     Cash  provided  by  investing activities during the yeas reflect additional
short-term  loans  to  GSI  Canada  in  the  amount  of  $801,656.

     Cash  provided  from  financing  activities  during  the  year  of $519,469
reflects  a  private  placement as well as funding provided by issuance of Notes
payable.

     In  September  2000,  GSI  USA entered into formal loan arrangements with a
group  of  existing  investors  borrowing  funds  totalizing  $2,822,599.  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. On May 3, 2001, the entire amount of
the  notes including interest of $151,088 were converted into 2,307,900 of Class
B  Common  Shares.


ITEM  2.   Description  of  Property

     We  own  no real estate.  Effective January 6, 2000, GSI entered into a new
lease  with  2849-3930 Quebec Inc represented by SITQ Inc for a term of 4 years,
with  an option to renew for an additional 5 years.  The premises comprise 7,899
square feet of office space at 2001 McGill College Avenue, Suite 1310, Montreal,
(Quebec)  H3A  1G1 and is the Company's principle place of business.  The annual
minimum  rental  is  $92,902.


     Effective  June  16,  2000, GSI also entered into a new lease with Suntrust
Center  L.L.C.  for  a term of 5 years.  The premises comprise 2,231 square feet
of  office space at 200 South Orange Avenue, Suite 2150, Orlando, Florida, 32801
and  is  the  Company's  head  office.  The  annual  minimum  rental is $55,775.


ITEM  3.   Legal  Proceedings

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

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

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

     On  September 2001, we received a law suit 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.


ITEM  4.   Submission  of  Matters  to  a  Vote  of  Security  Holders

         None


                                     PART  II

ITEM  5.   Market  for  Common  Equity  and  Related  Stockholder  Matters

     (a)  Market  for  Common  Stock

     Our  Common  Stock  has  traded  in the over-the-counter market on the "OTC
Bulletin Board" since September 13, 2000 under the symbol GSITB.  The quotations
below  from  www.OTCBB.com/Nasdaq  Trading & Market Services represents the high
and  low,  closing bid and asked prices, by quarters, since that date.  These do
not  include  retail  markups,  markdowns or commissions.  Nor do they represent
actual  transactions.


Stocks  Information
Closing  November  1st  2000,  $1.03125

Closing  October  25th  2001,  $.18

     On March 1st, 2002, closing bid and asked prices of the Common Stock on the
OTC  Bulletin  Board  were  $0.22  and  $0.14  per  share,  respectively.


     (b)  Recent  Sales  of  Unregistered  Securities

     None


     (c)  Issuance  of  warrants

     The  following  issuance  of  warrants  was also authorized by the Board of
Directors  during  the  year  ending  October  31,  2001  as  detailed  below:


                                       10
<PAGE>
     500,000 warrants with an exercise price of $1.10 to January 31, 2002 to the
president  of  GSI  as per an employment contract entered into October 29, 1999.

     50,000  warrants with an exercise price of $1.10 to January 31, 2002 to the
chief  financial  officer  of  GSI  as  per  an employment contract entered into
October  29,  1999.


(d)  Cancellation  of  Class  A  Shares

     None


(e)  Grant  of  stock  options

     On  August  1,  2000  the Board of Directors approved a Long Term Incentive
Plan.  Under  the plan, stock options were approved for the directors, officers,
and  certain  key  employees  of  GSI and its affiliates; as well as for certain
consultants  to  GSI.  The  initial  design of the plan reflects the issuance of
"Nonqualified  Stock Options." A maximum of 10% of the authorized capital of the
Corporation, being equivalent to a total of 5,500,000 Class B common shares, was
reserved  and  available  for  distribution  pursuant  to the terms of the plan.
Nonqualified Stock Options to purchase a total of up to 3,000,000 Class B common
shares  of  GSI  at  a  price  of  $2.00 per share were to be granted to certain
employees  and  other eligible individuals, as determined by the Chief Executive
Officer.  One-third  will  vest on December 18, 2000; a following one-third will
vest  on  December  18,  2001; the remaining one-third will vest on December 18,
2002.  The stock options expire seven years from the date of the grant.  Further
grants  may  be made periodically at an exercise price not less than the closing
price  on  the  day  prior  to the date of the grant.  On November 20, 2000, the
Board of Directors approved a re-granting of the options at an exercise price of
$1.25.


ITEM  6.  Management's  Discussion  and  Analysis  or  Plan  of  Operation

     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 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,  GSI  USA  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


     GSI  USA  is  still  in  the  development  phase after starting up in 1999.
During  GSI's  fourth  quarter  from August 1, 2001 to October 31, 2001, GSI USA
incurred  a loss of $1,739,528 or $0.0776 per share versus a loss of $468,990 or
$0.0233  per  share in the same period in 2000.  The accumulated deficit to date
during  the  development  phase  increased  to  $4,173,450  or  $0.1863  per
share.

Revenues

     $48,750  in  revenue was recognized during the quarter, versus $346,409 for
the  same period in the prior year.  This is related to the sale of products, as
well  as  a  sub-license  sold  to  Groupe  Solcom  International  France S.A.S.
("Groupe  Solcom")  giving  it  commercialization  rights  for  the territory of
London, England, Nantes, France and a sub-license sold to GSI Technologies ("GSI
Canada")  giving it commercialization rights for the territory of Canada.  Since
inception,  revenue  totals  $826,202,  primarily  from  product  sales.


                                       11
<PAGE>
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 $27,977 in direct
operating  cost  for  the  quarter,  versus $319,416 for the same quarter in the
prior  year.  Since  inception, cost of sales is $591,213, including $261,227 in
royalties  and  $329,986  in  product  costs.

Operating  expenses

     During  the  three  months  ended  October 31st, 2001, GSI USA has incurred
$327,193 in operating expenses versus $524,110 for the same period in 2000.  The
increase is attributable primarily to an increase in rent charges and consulting
fees.

     Since  inception,  operating  expenses  total  $3,495,575.  These costs are
primarily  associated  with  the  development  of  the  company.

Other  income

     During  the three months ending October 31st, 2001, $32,699 in interest was
earned  mainly on the outstanding loan to GSI Canada, while $102,538 in interest
was brought into income due to the conversion of the Notes Payable.  This amount
includes  $80,705  for  loans  from  shareholders  and  affiliated  parties.

     Since  inception  a  total  of  $394,035  in  interest  has  been  earned.

     Equity  in  the  loss  of our European affiliate was $25,000 for the period
versus  nil  for  the  same  period  of  2000.  As  explained  further  below.

Liquidity  and  capital  resources

     At  October  31,  2001  GSI USA had $6,019 in cash.  Cash used in operating
activities  during  the  year  ending October 31, 2001 was $1,319,511, which was
mainly  attributable  to  the  net cash loss from operations plus changes in net
operating  assets  and  liabilities.

     Cash  provided  by  investing activities during the year reflect additional
short-term  loans  to  GSI  Canada  in  the  amount  of  $801,656.

     Cash  provided  from  financing  activities  during  the  year  of $519,469
reflects  a  private  placement as well as funding provided by issuance of Notes
Payable.

     In  September  2000,  GSI  USA entered into formal loan arrangements with a
group of existing investors borrowing funds totaling $2,822,599.  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.  On May 3, 2001, the entire amount of the notes
including  interest  of $151,088 were converted into 2,307,900 of Class B Common
Shares.


                                       12
<PAGE>
     The  result  of  all  activities  during  the year ending October 31,  2001
was  a  net  increase  of  $1,615  in  our  cash  position.

     From inception, net cash used in operations has been $2,324,995. A total of
$2,241,636  has  been  used  in  investing activities, while $4,572,263 has been
provided  by  financing  activities,  including  $1,677,955 from sales of common
stock.

MANAGEMENT  DISCUSSION  AND  ANALYSIS

     Since  the beginning of 2001, GSI USA has been refocusing our activities to
concentrate  on  our  core  business.

     Through  its  affiliate,  GSI  Canada,  last  summer  GSI  USA  installed,
successfully,  32  CityColumns  as  phase  one of our pilot project for shopping
centers owned by the Ivanhoe Group.  Based on the results of this pilot project,
we  have  refined  our  concept  and adjusted our marketing strategy and product
development  program.  Operating as the media operator, GSI Canada has been able
to  measure  the  impact  of  our  concept on advertising customers, advertising
agencies,  and  target  consumers.

     On  March  6, 2001, GSI USA sold a license to Groupe Solcom for $1,000,000,
payable  in  10  annual installments of $100,000.  Groupe Solcom is owned 75% by
GSI  Canada and 25% by GSI.  Other sales of licenses are planned in the European
Community.  Groupe  Solcom  has  successfully  completed  other  pilot projects.

     During  the  last  quarter,  Groupe  Solcom  successfully  completed  the
installation  of  80  projection  systems  for  their client, the MCR Multimedia
Group,  which  use  the  GSI  Multimedia  Pack to broadcast animated advertising
images  in  the  Milan,  Italy  subway  system.  The  operating  system  and
installations  have been working find and provided the customers very satisfying
business.  The  next  phase  have  been  delayed to the next quarter due to hold
backs  in  the  advertising  industries  after  September  11th  events.

     Groupe  Solcom has also completed a pilot project with the Societe Generale
Bank,  installing  a  network  of  plasma-screen  based  DigiColumns.

     Cash requirements of approximately $150,000 are anticipated during our next
fiscal  quarter  to  January  31st  2002.

     In  the  previous  quarter,  the  board  caped  to 4 million funding to its
affiliate  GSI  Canada.

     As of October 31st, GSI Canada had repaid the sum of $1,865,419.  At end of
August,  Groupe  Solcom France repaid GSI USA the sum of $1,140,000 by replacing
GSI  USA  with  line of credit to the Societe Generale as guarantor.  At term of
the transaction, GSI USA reimbursement by affiliates was at $3,005,419.  GSI USA
is  pursuing  its  activities  of seeking for additional funding to sustain long
term  operation.  We  also,  continue  to negotiate with pin point investors and
business  partners  that  express  their  interest  in  participating in GSI USA
capital  structure.  We  believe  we  will  be  able  to  finalize agreements in
beginning  of  year  2002.

     We  have been confronted to the facts that after September 11th events, the
investment market was slowed down and projects and development were postponed to
beginning  of  year  2002.


                                       13
<PAGE>
     We  no  have    longer  any  line of credit or liabilities with the Societe
Generale.

Investment  in  affiliates

     Our  25%  share  in Groupe Solcom International from SAS is reflected as an
investment in affiliates on the balance sheet.  The value of this investment was
$25,000  at  October  31st  versus  nil  for  the  same  period  of  2000.

Product  sales  and  distribution  and  provision  of  services

     Under  the  master  license  acquired  in  October  1999, from our Canadian
affiliate,  GSI  Canada,  GSI  USA  has  access  to  one  of  the  most advanced
technologies  currently  available  in  the  field  of information broadcast and
electronic  advertising  and  information  interactive display.  The term of the
license  is  5  years  to  October 26th, 2004 and is automatically renewable for
another  5  years at the sole discretion of GSI.  The cost is $800,000, $200,000
paid  in  cash  in  November 1999; the balance in $600,000 worth of GSI'S common
shares.

     GSI  Canada's  R&D  department continues to enhance the GSI Multimedia Pack
Software,  in  response  to  the  market  test  application  on installations in
Montreal,  Paris, and Milan.  The R&D team has been working overtime in order to
deliver  a  full  operational  new  version  for  September  17th  2001.

     Working  in  conjunction  with GSI Canada's R & D department, our New Media
division,  has  fully  integrated its E-Commerce Software in order to be able to
offer  transactional  capabilities  via  our  products,  further enhancing their
potential  for  acceptance  in  the  fast-evolving  market  place.


     The  prototype  phase  has  been  completed  and  we  are now marketing the
following  products:

     o    Citycolumn:  an  indoor  display  unit  indoor/advertising  unit, with
interactive  kiosk  capability.

     o    Transacolumn:  an  indoor display  advertising unit with transactional
e-column  kiosks  and  ATM  cash  machine.

     o    Skycolumn:  a  large  outdoor  full  video  advertising  LED  screen.

     o    Projecolumn:   an  indoor  advertising   display  unit  which  used
          a  projecting  system.

     o    Digicolumn:  a  display  kiosk  using  plasma  screens.


                                       14
<PAGE>
Our  objective  is  to ramp up revenues from sales of these products, as well as
revenues  from  broadcasting,  production  of  content,  technical  support,
maintenance,  and  consulting  contracts.

     In  April  2001,  GSI  USA  sold licenses and operating systems to the More
Group  UK,  part of the Adshel Group, a division of Clear Channel International.
We  are currently installing our broadcasting facilities in London as previously
announced  on  March  5th, 2001.  GSI USA is serving the More Group in 2 cities,
Bristol and Swindon, in the first phase and will be operational in October 2001.
Activities  in  other  cities  in  the  UK  are  in the planning phase.  GSI USA
anticipates  that  the ongoing association with Adshel will help to identify the
principal  media  operators  in  the  various countries in Europe, Asia, and the
Americas  and  continue  to  ramp  up  our  commercial  operations.

     Our  management  team  has  refined  our  market penetration strategy.  The
world's  large  media  groups  are  only  beginning to convert from conventional
static  advertising  to  full video motion and interactive two-way systems.  GSI
USA is, therefore, concentrating on selling license agreements with large, local
media  operators.  The  networking feature of its concept and the variety of its
products  enable  us  to  customize  state-of-the-art  applications for reaching
consumers-"What  do  you  want  to  say  to  your  consumer  today  and  where?"

     As  a pioneer in the advertising media industry, GSI USA is rapidly gaining
experience  in  the  application of all aspects of our concept, ranging from the
design  of the display products, to the software that drives them to the content
advertisers.  Interest  in  our  technology  and  networking concept is growing,
particularly  from  the  suppliers of display equipment. Potential partners have
been  identified in the fields of telecommunications, banking, ATM services, and
the  Internet  service  providers.

     Our business development has entered a crucial phase. By signing agreements
with  Adshel  in  the outdoor/indoor out of home market, GSI USA needs to deploy
its  studio  and  broadcast  installations  to  support  its  massive  market
penetration.


Canada

     On  August  15th, our affiliate was forced to restructure its operations by
closing  down  all  of  its  divisions and maintaining strictly R&D personal and
development.

     Our affiliate filed an intent engagement with its creditors at 0.60$/1.00$;
the  proposition  was  accepted  by  the  creditors.

     GSI  Canada  will  now  concentrate  on  research  & development.  Only one
managing  employee  is  maintained  in  position.

     All  of  Canada  sales  are  now  assumed  by  GSI  USA.


                                       15
<PAGE>
USA

     The advertising industries in general did not escape from the economic slow
down  in  North  America.

     We  decided to restructure our US operations and closed down our offices in
Orlando.

     We  moved  our  American  operations to Miami.  In order to save operations
costs,  we  decided  to  focus  on  united  States  and  Canada  markets.

     More  so,  we  are mainly concentrating on sales of licenses to advertising
partners  and  specific  market  applications  such  as  :
                                       1.     Postal  Service  Kiosks
                                       2.     Virtual  Banking  Kiosks
                                       3.     Advertising  Kiosks

By  putting  together  partnerships  ventures  :
                                       1.     GSI  Broadcast  Software
                                       2.     Banking  Authorities
                                       3.     Advertising  sales  groups
                                       4.     information  content  media
                                       5.     Land  lord  for network deployment

By  venturing  partners'  energies together we have created a new business model
offering  multi  services  and  revenues  generating  operating  system.  We are
pursuing  our  negotiations  with  major  business  partners.

     Several  potential  sub-licenses  buyers  have  been identified and will be
signed  as  soon  as  the  Master  License  Agreement  is  completed.

By  proceeding to this restructure we realize tremendous savings.  We maintained
all  our  focus  on  sales.  The  savings  will  have a great impact on our next
quarter.  We  are  confident to conclude important sales agreements in beginning
of  year  2002.

We  have  postponed  till  further  notice our developments in South America and
Mexico.


Europe

     Significant  opportunities are being identified in Europe.  The appetite in
Europe  for  new  technologies  favors the development and installation of GSI's
hi-tech  products and services.  Through these opportunities and the progress of
our  European affiliate, Groupe Solcom, we are responding to increasing customer
demand  from,  amongst  others,  the  major  participants  in  the  out-of-home
advertising  industry  and  retail  stores.   Considered  the  most  hospitable
environments in Europe at this stage of our development, our focus is on France,
England,  Italy,  and  Portugal.

     After  a successful presentation in August 2000 in the city of Nantes, with
our partners Adshel (Clear Channel) the French division of Adshel won the tender
and  announced  the implementation of 7 LED screens, 150 Internet kiosks, and 10
multi-media  columns  for  March  2002.


                                       16
<PAGE>
     Working  in  conjunction with the Adshel's sales force, GSI USA is planning
to  install broadcast systems and a production Center.  This project will become
a  flagship  concept for our partners that can be extended to other major cities
worldwide.  We  anticipate  the sub-license agreement will be completed shortly.
GSI  would also benefit from a production contract and fees from the maintenance
of  the  network.  We  have  proposed  a  10-year  contract.

     In  April  2001,  Groupe  Solcom  International  acquired  Providence
Technologique.  This company has developed a unique and futuristic touch screen,
which  can  be  useful  in  public  sites  such  as  shopping  Centers, museums,
administrative  buildings,  etc.  This  touch screen is managed by versatile and
friendly  user  software  we  named  Icos.

     Providence  Technologique  has  completed  an agreement with Bank of Bilbao
VIZCAYA,  installing  surveillance  equipment  for  value  of  100,000  EUROS.

     Groupe  Solcom  France  signed a formal contract with Rond Point/Minute pub
for  city  of  Amiens,  Lehaure, Chamberry, Rennes for a value of 200,000 EUROS.

     Other  agreements  are  in  negotiation  with  le  Stade  de  France  for
installation  of  LED  Screens.

     The ServiColumns have retained a lot of attention in the tourism sector as
well as the shopping malls industries. A joint venture with the firm Multivisu
has been signed for usage of GSI Software in their projects in France.

Italy

     In January 2001, Groupe Solcom acquired an Italian company, TREDWEB S.R.L.,
which  specializes  in  the  creation  of web sites and 3D animation.  With this
acquisition,  the company has successfully penetrated the Italian market and has
recruited  experts  in  the  field  of  animation.  Supported by the GSI team, a
wide-ranging  project  is  underway:  the  installation of multimedia projectors
using  the GSI Multimedia Pack to broadcast animated advertising on the walls of
the Milan subway system. The team is now in Phase 2 of the project.  TREDWEB SRL
also  has  contracts  with  major  companies  operating in Italy such as Young &
Rubicam,  Dlu,  BDDO,  ALMADEDIA,  Touring  Club  and other large accounts for a
turnover  of  US$750,000.

     TREDWEB has signed an agreement with Yong and Rubican Milano for networking
services  value  of  150,  000  EURO.

     Groupe Solcom has also concluded or is in the process of concluding several
agreements  in  Italy  with  several  major  companies:

     April 21, 2001, with SERENAM srl: This Italian company is doing business in
outdoor  advertising,  mainly in Milan and Rome. It manages both the advertising
site  and  the  sale of advertising.  The 3-year agreement is to provide SERENAM
with 35 LED screens (6mX3m) in the current year, as well as licenses for the GSI
MULTIMEDIA  PACK  and servers.  SERENAM is forecasting orders of a minimum of 10
LED  screens  in  the  following  years.


                                       17
<PAGE>
Implementation  start  up  is  anticipated  for  April  2002:

     April  21, 2001, in tandem with HGV ADVERTISING srl: a company specializing
in  the  sale  of  advertising  and  3D  animation, GSI USA has obtained several
contracts with supermarkets such as Conad Pianeta, Gabrielli Group, Conad Lazio,
Auchan  Pescara and This D. Puglia for the implementation of a network of plasma
screens  in supermarkets.  Groupe Solcom has entered into a 6-year agreement for
the  creation  of  a joint company named OMNIKEY.  This company will realize the
implementation  of  the  plasma  screens  network and the software to enable the
broadcasting  in  supermarkets.  The partners plan to implement their network in
more  than  650  supermarkets  in  the  central  area  of  Italy.

     Implementation  start  up  is  anticipated  before  end  of September 2001:


     May  17  2001,with  PIELLEFFE  srl:  an  Italian company specialized in the
management of major projects in Italy. They also developed an impressive contact
network at the national level. This company is seeking a partnership with Groupe
Solcom for the creation of a joint company to be called W.A.Waiting Advertising.
The purpose of this company is to present tenders for important projects such as
the  installation  of  plasma screens for the Telebingos in Italy, for the COOP,
the  airport  of  Rome,  Bologna,  Torino; as well as for the metros of Rome and
Naples.

     On  May  28th  2001,  Groupe  Solcom  International has entered into formal
agreement with  INFORMATICA E  TELECOMUNICAZIONI after due diligence and further
negotiations  decision  was  taken  not  to  pursue  this  venture.

On  August  27th, Groupe Solcom International completed an agreement with SINAGI
Corporation for implantation of 1 300 screens in Newspaper kiosk first phase 300
kiosks  before  end  of  year  2001,  value  of  contract  3, 400,000 EURO, plus
broadcast  contract  for  production  of  content  for  10  years.


ITEM  7.   Financial  Statements

    Attached  is  Appendix  A  containing  the  following  information:

     -    Independent  Auditor's  Report
     -    Balance  Sheets  as  of  October  31,2001  and  2000
     -    Statements  of  Operations  for  the  years ended October 31, 2001 and
          2000.
     -    Statements  of  Stockholders'  Equity (Deficiency) for the years ended
          October  31,  2001  and  2000.
     -    Statements  of  Cash  Flows  for  the years ended October 31, 2001 and
          2000.
     -    Notes  to  Financial  Statements


ITEM 8.   Changes in and Disagreements with Accountants on Accounting and
          Financial Disclosure

     Not applicable.


                                    PART III

ITEM 9. Directors, Executive Officers, Promoters and Control Persons;
        Compliance with Section 16(a) of the Exchange Act:

     (a)  Directors and Officers.

     Our executive  officers and  directors  are listed below.  The term of each
director is for one year.

     Name                   Office                                       Age
    -------------------     ------------------------------------------  -----

     Michel de Montigny     Chief Executive Officer                        43
                            President and Director
                            (from June 30, 1999 to September 18, 2001)

     James A Hone           Senior Vice President Administration           57
                            Chief Financial Officer
                            Secretary, and Director
                            (from June 30, 1999 to June 15, 2001)

     Marc Cote              Director                                       41
                            (Since October 23, 2000)


     Michel Laplante        Senior Vice-President                          43
                            Advanced Research and
                            Technology Integration
                            (from October 23, 2000 to May 15, 2001)


                                       18
<PAGE>
J. Michel de Montigny

     Mr. de Montigny has over twenty years of hands-on and management experience
in the fast-paced multimedia industry. In leading the Company, his primary focus
is on sales and  marketing.  Mr. de  Montigny  was  director of  operations  and
director of  marketing in a variety of companies  before  becoming  president in
1988 of College  Inter-Dec,  a technical college in Montreal.  As an advertising
and  marketing  consultant,  he was the driving  force  behind  Montreal's  most
innovative  advertising  campaigns of the 1990's. A consultant to companies such
as Labatt, Budweiser, and Michelin, he was also involved in projects creating an
interactive  bus  shelter  for  Budweiser,  special  effects for the film Mortal
Kombat  (Alliance  Films),  and the  inauguration  campaign for a new Air Canada
aircraft.  He was president of Groupe Actuel Design from 1990 to 1992,  crafting
the  design  concepts  behind the Bell  Canada  Teleboutiques,  the Yves  Rocher
boutiques and the Societe des Alcools du Quebec stores.  He founded Solcom Group
in 1995, and GSI Technologies in 1998, in order to serve today's  multimedia and
communications  industries.  In addition to his  responsibilities as CEO, Mr. De
Montigny continues to directly oversee the sales and marketing function.  Mr. De
Montigny completed his MBA at the University of Quebec.


James A. Hone

     Mr. Hone oversees the Company's  administrative and financial affairs.  His
primary responsibility is directing the business planing and management process.
Mr. Hone has extensive financial  management and administrative  experience with
five  major  multinational  companies  in the  automotive,  aerospace,  building
systems, forest products, and telecommunications industries. After 10 years with
Ford Motor  Company,  both in Toronto and Detroit,  he was  treasurer of Pratt &
Whitney   Canada  in  Montreal   until  1982.   He  then  served  as   assistant
treasurer-international  finance of United Technologies Corporation in Hartford,
Connecticut until 1988; as Vice  President-Treasurer of Abitibi-Price in Toronto
and as Vice-President Finance of the Commercial Paper Group based in Quebec City
and New York City to 1994;  and, most recently,  as Vice  President-Finance  and
Administration of TMI  Communications,  a subsidiary of BCE Inc. in Ottawa.  Mr.
Hone is a graduate of McGill  University  and York  University  in Commerce  and
Business Administration in 1966 and 1969, respectively.


Marc Cote

     A graduate in civil law from the  University  of Ottawa and a member of the
Quebec Bar since 1985,  Mr. Cote is a senior partner in the Montreal law firm of
Labelle  Bourdreault  Cote. He currently  specializes  in the area of commercial
law.


Michel Laplante

     Responsible  for project  management and the integration of new technology,
Mr.  Laplante  manages  the  Company's  projects  through  the  various  stages:
conception,  production,  installation  and  maintenance.  Mr.  Laplante  became
involved  in the  multimedia  industry in its  infancy.  He served as an account
manager  for  Yamaha  from  1985-91.  During  1991-92  he was a  consultant  for
different firms such as Commodore Business Machines and Kawai. In 1992 he became
national  sales  manager  for  MDL  Technologies,   a  Desktop  Video  equipment
distributor  and  integrator  based  in  Montreal  serving  clients  such as the
Department  of  National  Defence and Fortune  500  companies.  He has  acquired
extensive  experience in the field of television  broadcasting and recording and
expertise in the area of training in high-tech environments.  Before joining GSI
Canada in June 1999 as vice-president of research and development,  Mr. Laplante
owned a consulting  firm  specialized in audio and video computer  applications,
IT,  networking,  video  compression and  broadcasting.  He has also served as a
Multimedia  consultant to the multimedia  division of CESAM, a large  consortium
with  representation  from Bell Canada,  CAE Electronics,  Quebecor  Multimedia,
Teleglobe, and the four universities in Montreal, amongst others.

Mr. Laplante is a graduate of the University of Montreal with a degree in music.


                                       19
<PAGE>
(b)  Section 16(a) Beneficial Ownership Reporting Compliance.

     Not applicable


ITEM 10.  Executive Compensation


     The  following  table  shows for the fiscal year ended  October  31,  2001,
compensation  awarded or paid to, or earned by, the  Company's  Chief  Executive
Officer and the three  other most  highly  compensated  executive  officers  who
earned  more  than   $100,000  in  the  fiscal  year  ended  October  31,  2001,
(collectively, the "Named Executive Officers"):

Summary  Compensation  Table

<TABLE>
<CAPTION>
                                                                                  Long-Term
                                                    Annual Compensation      Compensation Awards
                                                    -------------------      -------------------
                                                    Salary        Bonus           Securities
Name and Principal Position               Year       ($)           ($)        Underlying Options
---------------------------               ----    ----------   ----------    -------------------
<S>                                       <C>     <C>            <C>               <C>

Rene Arbic                                2001    $112,000.00
Chief  Executive  Officer

Michel  de  Montigny                      2001    $100,000.00
President  &  CEO

James  Hone                               2001    $ 60,000.00
Sr.  Vice  President
Administration  CFO

Michel  Laplante                          2001    $ 72,000.00
Sr.  Vice  President
Advanced  Research  &  Technology
</TABLE>


               Option  Grants  in  Last  Fiscal  Year

The  following  table sets forth each  grant of stock  options  made  during the
fiscal  year  ended  October  31,  2001 to each of the Named Executive Officers:

Aggregated  Fiscal  Year-End  Option  Values

     There were no option  exercises by the Named Executive  Officers during the
fiscal year ended October  31,2000.  The following table sets forth  information
with  respect  to the  number  and value of  securities  underlying  unexercised
options  held  by  the  Named  Executive  Officers  as  of  October  31,  2000:


                                       20
<PAGE>
------------------
(1) The  options  referenced  above  become  exercisable  over a 3-year  period.
One-third  will vest on December 18, 2000;  a following  one-third  will vest on
December 18, 2001;  the remaining  one-third will vest on December 18, 2002. The
stock options expire seven years from the date of the grant.

(2) Based on options to purchase  3,000,000  shares  granted to employees in the
fiscal year ended October 31, 2000, including the Named Executive Officers.


                Aggregated Fiscal Year-End Option Values

     There were no option  exercises by the Named Executive  Officers during the
fiscal year ended October  31,2000.  The following table sets forth  information
with  respect  to the  number  and value of  securities  underlying  unexercised
options held by the Named Executive Officers as of October 31, 2000:



     The Company has no arrangement for the  remuneration  of its directors.  No
remuneration was paid to the directors during the year ended October 31, 2001.

     On October 29,  1999,  GSI entered  into an  employment  agreement  with J.
Michel de Montigny, our President. The term of his employment is for three years
and the  salary  for his  first  year  of  employment  was  fixed  at  $100,000,
commencing  January 1, 2000. Mr. de Montigny also entered a non-competition  and
confidentiality agreement with GSI for as long as he remains an employee and for
an additional year thereafter. In addition, Mr. de Montigny was granted warrants
to purchase an aggregate  of 500,000  shares of GSI's Class B Common Stock at an
exercise  price of $1.10 per share.  On November 20,  2000,  Mr. de Montigny was
granted an option to purchase an  aggregate  of 500,000  shares of GSI's Class B
Common  Stock at an exercise  price of $1.25 per share.  The option will vest at
the rate of 33.33  percent on December 18 in each of the three years  commencing
with the year 2000. The term of the option is for seven years.


                                       21
<PAGE>
ITEM 11.  Security Ownership of Certain Beneficial Owners and Management

     The following table sets forth  information  regarding the beneficial stock
ownership of GSI's executive officers and directors, each person known by GSI to
own five percent or more of the outstanding  shares of its Common Stock, as well
as all officers and directors as a group as of October 31, 2000.

* under 1%
---------------------

(1) Held by 3633730  Canada Inc.  which is 100% owned by our  President,  Mr. J.
Michel de Montigny.  Includes 260,954 shares  underlying  currently  exercisable
warrants and which expire on January 31, 2002

(2) Held by 3633632  Canada Inc.  which is 100% owned by our  President,  Mr. J.
Michel de Montigny.  Includes 347,938 shares underlying exercisable warrants and
which expire January 31, 2002

(3) Held by Totalcom Inc. which is 100% owned by our President, Mr. J. Michel de
Montigny.  Includes  34,794  shares  underlying  exercisable  warrants and which
expire January 31, 2002

(4) Represents 500,000 shares underlying  exercisable  warrants held directly by
our President, Mr. de Montigny, and which expire January 31, 2002.

(5)  Represents  one-third of the 500,000 shares subject to an option granted to
Mr. de  Montigny  on October 2, 2000 which vest over a three year  period  which
begins December 18, 2000 and which expires seven years from the date granted.

(6) Represents  50,000 shares underlying  exercisable  warrants held by Mr. Hone
and which expire January 31, 2002.

(7)  Represents  one-third of the 300,000 shares subject to an option granted to
Mr. Hone on October 2, 2000. Vest over a three year period which begins December
18, 2000 and expires seven years from the date granted.

(8)  Represents  one-third of the 100,000 shares subject to an option granted to
Mr.  Laplante,   our  Senior  Vice-President  Advance  Research  and  Technology
Integration,  on October 2, 2000.  Vest over a three year  period  which  begins
December 18, 2000 and expire seven years from the date granted.


                                       22
<PAGE>
ITEM 12.  Certain Relationships and Related Transactions.


     On January 10, 2000 we entered  into a  consulting  contract  with Mr. Yves
Lebel and  9035-2899  Quebec Inc., a shareholder  of the company.  Mr Lebel is a
Director,  the Chief  Financial  Officer and  Executive  Vice  President  of GSI
Canada.  The term of his contract is for one year and the remuneration was fixed
at $78,000,  effective January 1, 2000. Mr. Lebel entered a non-competition  and
confidentiality  agreement  with GSI for as long as he remains a consultant  and
for an additional year  thereafter.  On November 20, 2000, Mr. Lebel was granted
an option to purchase an aggregate of 300,000 shares of the GSI's Class B Common
Stock at an exercise price of $1.25 per share. This option will vest at the rate
of 33.33 percent on December 18 of each of the three years  commencing  with the
year 2000. The term of the option is for seven years.

     During  the year  ending  October  31,  2000,  we  received  advances  from
shareholders,  including affiliated parties, in the amount of $2,772,599.  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.

     From November 1, 1999 to October 31, 2000, we incurred a total of $ 334,989
in consulting fees and financing  expenses from Maxima Capital, a shareholder of
the Company.

     On June 02, 2000,  GSI Canada  placed an order with GSI for 35  Citycolumns
for a total of $584,000.

     On November 20, 2000,  the Board of Directors  approved the  acquisition of
GSI Canada subject to an independent  valuation and fairness  opinion and by way
of a share  exchange  for all  2,426,866 of the issued and  outstanding  Class A
shares of GSI Canada.


ITEM 13.  Exhibits and Reports on Form 8-K

     We did not file any  reports  on Form 8-K  during  the last  quarter of the
period covered by this report.

SIGNATURES

     Pursuant  to the  requirements  of  Section  13 or 15(d) 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.

                              GSI TECHNOLOGIES USA INC.


Dated: March 4th, 2002           By: /s/Rene Arbic
                                     ---------------------------
                                     Rene Arbic
                                     Vice President


Dated: March 4th, 2002            By: /s/Dario Littera
                                      -------------------------
                                      Dario Littera
                                      Director


Dated: March 4th, 2002            By: /s/Marc Cote
                                      -------------------------
                                      Marc Cote
                                      Director



Dated  :  March  4th,  2002     By  :  /s/Julian  Beardsley
                                      -------------------------
                                      Julian  Beardsley
                                      Chairman  of  the  Board


                                       23
<PAGE>








                                   APPENDIX A

                            GSI TECHNOLOGIES USA INC.

                              FINANCIAL STATEMENTS


                                      INDEX




     Independent Auditor's Report............................          F-1

     Balance Sheet as of October 31, 2001 and 2000...........          F-2

     Statements of Operations for the years ended
     October 31, 2001 and 2000................................         F-3

     Statements of Stockholders' Equity (Deficiency)
     For the years ended October 31, 2001 and 2000............  F-4 to F-5

     Statements of Cash Flows for the year ended
     October 31, 2001 and 2000................................         F-6


     Notes to Financial Statements............................         F-8






<PAGE>
                                Mark Cohen C.P.A.
                           1772 East Trafalgar Circle
                              Hollywood, Fl 33020
                                (954) 922 - 6042
------------------------------------------------------------------------


                          INDEPENDENT AUDITORS' REPORT




To  the  Board  of  Directors  and  Stockholders  of
GSI  Technologies  USA  Inc.

We  have  audited the accompanying balance sheet of GSI Technologies USA Inc. (a
company  in  the  development  stage)  as  of  October 31, 2001 and 2000 and the
related  statements  of  operations,  shareholders' equity (deficiency) and cash
flows  for  the  years  then  ended.  These  financial  statements  are  the
responsibility of the Company's management.  Our responsibility is to express an
opinion  on  these  financial  statements  based  on  our  audits.

We  conducted  our  audits  in  accordance  with  generally  accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the  amounts and disclosures in the financial statements. An audit also includes
assessing  the  accounting  principles  used  and  significant estimates made by
management,  as well as evaluating the overall financial statement presentation.
We  believe  that  our  audits  provide  a  reasonable  basis  for  our opinion.

In  our  opinion,  the financial statements referred to above present fairly, in
all  material  respects,  the financial position of GSI Technologies USA Inc. at
October  31,  2001, and the results of its operations and its cash flows for the
year  then  ended,  in conformity with generally accepted accounting principles.

The  accompanying  financial  statements  have  been  prepared assuming that the
Company  will  continue  as  a  going  concern.  As  discussed  in Note 5 to the
financial  statements, the Company has experienced an operating loss that raises
substantial  doubt  about  its  ability  to  continue  as  a  going  concern.
Management's plans in regard to these matters are also described in Note 5.  The
financial  statements  do not include any adjustments that might result from the
outcome  of  this  uncertainty.





/s/  Mark  Cohen
----------------
Mark  Cohen  C.P.A.
A  Sole  Proprietor  Firm


Hollywood,  Florida
March  7,  2002


                                      F-1
<PAGE>
<TABLE>
<CAPTION>
                            GSI TECHNOLOGIES USA INC.
                      (A COMPANY IN THE DEVELOPMENT STAGE)
                                  BALANCE SHEET


                                                                         October 31, 2001    October 31, 2000
                                                                        ------------------  ------------------
<S>                                                                     <C>                 <C>

                                     ASSETS
                                     ------

Current Assets
  Cash and cash equivalents                                             $           6 019   $           4 404
  Receivables, net (principally related party)                                  1 619 292           3 096 664
  Other current assets                                                                  -                 918
                                                                        ------------------  ------------------

    Total current assets                                                        1 625 311           3 101 986
Property and equipment, net                                                        36 248              40 568
Intangible assets, net                                                            283 567             378 522
Other assets                                                                       19 908              61 104
                                                                        ------------------  ------------------

    TOTAL ASSETS                                                                1 965 034           3 582 180
                                                                        ==================  ==================

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

Current Liabilities
  Accounts payable                                                                733 080             531 319
  Deferred Revenue                                                                 17 500
  Notes Payable (principally related party)                                        68 273           2 822 720
  Other current liabilities                                                       176 321              56 385
                                                                        ------------------  ------------------

    Total current liabilities                                                     995 174           3 410 424

 Stockholder's Equity
  Common Stock, class A, $1.00 par value; authorized                                    -                   -
       5,000,000 shares; issued and outstanding none in 2001 and 2000
  Common Stock, class B, $.001 par value; authorized                               24 502              20 544
       55,000,000 shares; issued and outstanding - 24,502,134 and
       20,543,636 shares respectfully
  Paid in Capital                                                               5 118 419           1 748 131
  Receivable from the sale of stock                                                     -             (13 200)
  Deficit accumulated during the development stage                             (4 173 450)         (1 584 105)
  Accumulated other comprehensive income                                              388                 386
                                                                        ------------------  ------------------

    Total Shareholder's Equity                                                    969 859             171 756

    TOTAL LIABILITIES AND SHAREHOLDER'S EQUITY                          $       1 965 034   $       3 582 180
                                                                        ==================  ==================
</TABLE>


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


                                      F-2
<PAGE>
<TABLE>
<CAPTION>
                            GSI TECHNOLOGIES USA INC.
                      (A COMPANY IN THE DEVELOPMENT STAGE)
                               STATEMENT OF INCOME


                                                                                                  Period of
                                                                                                  inception
                                                         Year Ended          Year Ended       July 06, 1998 to
                                                      October 31, 2001    October 31, 2000    October 31, 2001
                                                     ------------------  ------------------  ------------------
<S>                                                  <C>                 <C>                 <C>
Revenues                                             $         229 793   $         596 409   $         826 202

Cost of Sales                                                  121 797             469 416             591 213
                                                     ------------------  ------------------  ------------------

Gross Profit                                                   107 997             126 993             234 990

Operating Expenses:
       Marketing                                                92 298             209 739             302 037
       Management and administrative fees                      707 533             506 722           1 214 255
       Salaries and related costs                              229 770              99 825             329 595
       Rent                                                    250 904             114 313             365 217
       Financing expense                                        15 000              30 342             174 132
       Professional fees                                        91 992              42 044             212 352
       Consulting                                               31 914             304 647             336 561
       Depreciation                                              3 893                 393               4 286
       Amortization                                             95 382              95 062             191 745
       Travel                                                   46 361               9 529              55 890
       Other selling, general and administrative               187 791              71 482             309 505
                                                     ------------------  ------------------  ------------------
          Total operating expenses                           1 752 839           1 484 098           3 495 575

          Loss before other income (expense)                (1 644 842)         (1 357 105)         (3 260 586)

Other income (expense):
       Interest income (principally related party)             317 275              76 760             394 035
       Interest expense (principally related party)           (111 596)            (45 121)           (156 717)
       Loss on Affiliate Note Receivable                    (1 033 652)
       Equity in net earnings (loss) of affiliates             (25 000)
       Foreign exchange gain (loss)                            (54 562)
       Loss on disposal of assets                              (36 968)

                                                     ------------------  ------------------  ------------------
          Total other income (expense)                        (944 503)             31 639            (912 864)

                                                     ------------------  ------------------  ------------------
Net Loss                                                    (2 589 345)         (1 325 466)         (4 173 450)
                                                     ==================  ==================  ==================

Basic weighted average common shares outstanding            22 403 444          20 149 092
                                                     ==================  ==================

Basic Loss per common share                          $         (0,1156)  $         (0,0658)
                                                     ==================  ==================
</TABLE>


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


                                      F-3
<PAGE>
<TABLE>
<CAPTION>
                            GSI TECHNOLOGIES USA INC.
                      (A COMPANY IN THE DEVELOPMENT STAGE)
                        STATEMENT OF STOCKHOLDERS' EQUITY


                                                        Accumulated       Accumulated
     Common Class A                      Receivable    Deficit during        other            Total
-------------------------    Paid in     from sale      Development      Comprehensive    Shareholder's
    Shares        Amount     Capital      of stock         Stage         Income/(loss)       Equity
---------------  --------  -----------  ------------  ----------------  ---------------  ---------------
<S>              <C>       <C>          <C>           <C>               <C>              <C>


             -   $     -   $        -   $         -   $             -                    $            -


    18 085 472    18 085            -                               -                            18 085


       500 000       500            -                               -                               500


       384 700       385      384 315                               -                           384 700



       600 000       600      599 400                               -                           600 000

                             (325 221)                                                         (325 221)



        18 000        18       17 982                               -                            18 000



        20 200        20       20 180                               -                            20 200


                                                             (258 639)                         (258 639)

    19 608 372    19 608      696 656             -          (258 639)                -         457 626
---------------  --------  -----------  ------------  ----------------  ---------------  ---------------



       417 818       418      417 400                                                           417 818


       148 639       149      148 490                                                           148 639


        10 643        11       10 632                                                            10 643


        75 000        75       74 925                                                            75 000
</TABLE>


                                      F-4
<PAGE>
<TABLE>
<CAPTION>
                            GSI TECHNOLOGIES USA INC.
                      (A COMPANY IN THE DEVELOPMENT STAGE)
                        STATEMENT OF STOCKHOLDERS' EQUITY


                                                        Accumulated       Accumulated
     Common Class A                      Receivable    Deficit during        other            Total
-------------------------    Paid in     from sale      Development      Comprehensive    Shareholder's
    Shares        Amount     Capital      of stock         Stage         Income/(loss)       Equity
---------------  --------  -----------  ------------  ----------------  ---------------  ---------------
<S>              <C>       <C>          <C>           <C>               <C>              <C>


        51 264        51       56 339                                                            56 390


        23 000        23       25 277                                                            25 300


        12 000        12       13 188       (13 200)                                                  -


       126 900       127      228 293                                                           228 420


        70 000        70       76 930                                                            77 000

                                                           (1 325 466)                       (1 325 466)
                                                                                    386             386

    20 543 636   $20 544   $1 748 131   $   (13 200)  $    (1 584 105)  $           386  $      171 756
---------------  --------  -----------  ------------  ----------------  ---------------  ---------------

       125 000       125      124 875                                                           125 000
       (12 000)      (12)     (13 188)       13 200                                                   -
       (24 764)      (25)     (27 216)                                                          (27 240)
        25 000        25        4 975                                                             5 000
       400 000       400       99 600                                                           100 000
        20 000        20        4 980                                                             5 000
     2 307 900     2 308    2 971 379                                                         2 973 687
         6 250         6        5 994                                                             6 000
     1 111 112     1 111      198 889                                                           200 000
                                                           (2 589 345)                       (2 589 345)
                                                                                      2               -

---------------  --------  -----------  ------------  ----------------  ---------------  ---------------
    24 502 134   $24 502   $5 118 419   $         -   $    (4 173 450)  $           388  $      969 859
===============  ========  ===========  ============  ================  ===============  ===============
</TABLE>


                                      F-5
<PAGE>
<TABLE>
<CAPTION>
                            GSI TECHNOLOGIES USA INC.
                      (A COMPANY IN THE DEVELOPMENT STAGE)
                             STATEMENT OF CASH FLOWS


                                                                                                                Inception
                                                                                                             (July 08, 1998)
                                                                                                                 through
                                                                October 31,      October 31,    October 31,    October 31,
                                                                    2001            2000           1999           2001
                                                              ----------------  -------------  -------------  --------------
<S>                                                           <C>               <C>            <C>            <C>

CASH FLOWS FROM OPERATING ACTIVITIES:

Net Income (Loss)                                             $    (2 589 345)  $ (1 325 466)  $   (258 639)  $ (4 173 450)
Adjustments to reconcile net income (loss) to net cash
  used in operating activities:
    Depreciation and amortization                                      99 276         95 455          1 301        196 032
    Loss on write down of Affiliate Note Receivable                 1 033 652              -              -      1 033 652
    Issuance of stock for contract settlement                          11 000              -            500         11 500
    Accrued Interest Expense (principally related party)              107 530         45 121              -        152 651
    Accrued Interest Income (principally related party)              (317 274)       (76 752)             -       (394 026)

Changes in Operating assets and liabilities:
    Receivables and other current assets                              (39 744)        72 381        (90 985)       (58 348)
    Other assets                                                       41 196        (61 104)             -        (19 908)
    Accounts Payable and Accrued Liabilities                          334 198        415 514        177 190        926 902
                                                              ----------------  -------------  -------------  --------------

Net cash provided by/(used in) operating activities                (1 319 511)      (834 851)      (170 634)    (2 324 995)


CASH FLOWS FROM INVESTING ACTIVITIES:


Net cash provided by/(used in) investing activities
    Loan Receivable, principally related parties                      801 656     (3 002 226)             -     (2 200 570)
    Purchase of property and equipment                                               (41 066)             -        (41 066)
                                                              ----------------  -------------  -------------  --------------
Net cash provided by/(used in) investing activities                   801 656     (3 043 292)             -     (2 241 636)


CASH FLOWS FROM FINANCING ACTIVITIES:

Proceeds from:
    Notes payable, principally related parties                        118 391      2 492 932         79 667      2 690 990
    Notes payable - affiliate                                         203 318              -              -        203 318
    Sales of common stock                                             197 760      1 039 210        440 985      1 677 955
                                                              ----------------  -------------  -------------  --------------

Net cash provided by/(used in) financing activities                   519 469      3 532 142        520 652      4 572 263
                                                              ----------------  -------------  -------------  --------------

Effect of exchange rate changes on cash and cash eqivalents                              386              -            386
                                                              ----------------  -------------  -------------  --------------

Net increase (decrease) in cash and cash equivalents                    1 615       (345 615)       350 019          6 019
Cash and cash equivalents, beginning of period                          4 404        350 019              -              -
                                                              ----------------  -------------  -------------  --------------

Cash and cash equivalents, end of period                      $         6 019   $      4 404   $    350 019   $      6 019
                                                              ================  =============  =============  ==============
</TABLE>


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


                                      F-6
<PAGE>
<TABLE>
<CAPTION>
SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING
AND FINANCING ACTIVITIES:
<S>                                                     <C>        <C>
    Issuance of note for payment of license rights        200 000    200 000
    Issuance of shares for license rights                 274 779    274 779
    Issuance of shares for dividend to affiliate          325 221    325 221
    Issuance of shares for settlement of note payables  3 173 687  3 173 687
</TABLE>


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


                                      F-7
<PAGE>
                            GSI TECHNOLOGIES USA INC.
                      (A COMPANY IN THE DEVELOPMENT STAGE)
                          NOTES TO FINANCIAL STATEMENTS
                            OCTOBER 31, 2001 AND 2000
                                   (Audited)


                                October 31st 2001

NOTE  1  -  ORGANIZATION  AND  BASIS  OF  PRESENTATION

     GSI  Technologies  USA, Inc., formerly I.B.C. Corporation, was incorporated
in  the  State  of Delaware on July 06, 1998.    The Company participates in the
Information  Technology  (IT)  industry,  specializing in broadcasting solutions
principally  for  advertisers and others seeking to reach the greatest number of
"viewers  per  day"  as  well  as to achieve other commercial and public service
objectives.  The  basic advanced technology available to the company by way of a
Master  Licensing  agreement  is  the successful integration of various hardware
components  and  specialty software for the transmission of broadcast signals in
real  time via the Internet to remote locations.  Using its universal transcoder
system,  the  company  has  a  unique  capability in broadcasting from a central
server  to  full  video  screens in remote locations anywhere in the world.  The
system  is  capable  of updating pinpoint information minute by minute by way of
video  compressing  systems  and  other  fully  automated  software  systems.


     GSI  Technologies USA, Inc. prepares its financial statements in accordance
with  generally  accepted  accounting  principles.  This  basis  of  accounting
involves the application of accrual accounting; consequently, revenues and gains
are  recognized  when  earned,  and  expenses  and  losses  are  recognized when
incurred.  Financial statement items are recorded at historical cost and may not
necessarily  represent  current  values.


NOTE  2  -  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES

Management  estimates:
     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,
     disclosure  of  contingent  assets  and  liabilities  at  the  date  of the
     financial  statements,  and  the  reported amounts of revenues and expenses
     during  the  reporting  period.  Certain  amounts included in the financial
     statements  are  estimated  based  on  currently  available information and
     management's  judgment  as  to  the  outcome  of  future  conditions  and
     circumstances.  Changes  in  the  status  of certain facts or circumstances
     could  result  in material changes to the estimates used in the preparation
     of  financial statements and actual results could differ from the estimates
     and  assumptions.  Every  effort  is  made  to ensure the integrity of such
     estimates.

Fair  value  of  Financial  Instruments
     The  carrying  amounts  reported  in  the  balance  sheet for cash and cash
     equivalents,  accounts receivable, accounts payable and accrued liabilities
     approximate  their  fair  values  because  of  the  immediate or short-term
     maturity  of  these  financial  instruments.

Impairment  of  long-lived  assets:
     Long-lived  assets  held  and used by the Company are reviewed for possible
     impairment  whenever  events  or  changes  in  circumstances  indicate  the
     carrying  amount  of  an  asset  may  not be recoverable. Recoverability of
     assets  to  be  held  and  used is measured by a comparison of the carrying
     amount  of the assets to the future net cash flows expected to be generated
     by  the asset. If such assets are considered to be impaired, the impairment
     to  be recognized is measured by the amount by which the carrying amount of
     the assets exceeds the fair value of the assets. The fair value of an asset
     is  the  amount  at  which  the  asset could be bought or sold in a current
     transaction  between  willing  parties,  that is, other than in a forced or
     liquidation  sale.  Quoted  market  prices  in  active markets are the best
     evidence  of fair value and shall be used as the basis for the measurement,
     if  available.  If  quoted market prices are not available, the estimate of
     fair  value  shall  be  based  on  the  best  information  available in the
     circumstances. The estimate of fair value shall consider prices for similar
     assets  and  the  results  of


                                      F-8
<PAGE>
                            GSI TECHNOLOGIES USA INC.
                      (A COMPANY IN THE DEVELOPMENT STAGE)
                          NOTES TO FINANCIAL STATEMENTS
                            OCTOBER 31, 2001 AND 2000
                                   (Audited)


NOTE  2  -  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES  (CONTINUED):

     valuation  techniques  to  the  extent  available  in  the  circumstances.
     Valuation techniques include the present value of estimated expected future
     cash  flows  using  a  discount  rate  commensurate with the risk involved,
     option-pricing  models,  matrix  pricing  and  fundamental  analysis.

Cash  and  cash  equivalents:
     The  Company  considers  all  highly  liquid  investments  with  original
     maturities  of  ninety  days  or less to be cash and cash equivalents. Such
     investments  are  valued  at  quoted  market  prices.

Receivables:
     The Company believes that the carrying amount of receivables at October 31,
     2001  approximates  the  fair  value  at  such  date.

Property,  equipment  and  depreciation:
     Property  and  equipment  are stated at cost less accumulated depreciation.
     Depreciation  is computed using the straight-line method over the estimated
     useful  lives  as  follows  when  the  property  and equipment is placed in
     service:

                                                  Estimate  Useful  Life
                                                      (In  Years)

               Office  Furniture  and  Equipment           10
               Leasehold  Improvements                      5


     Repairs  and  maintenance  are  charged  to  operations  as  incurred,  and
     expenditures  for  significant  improvements  are  capitalized. The cost of
     property  and  equipment  retired  or  sold,  together  with  the  related
     accumulated  depreciation,  are  removed  from  the  appropriate  asset and
     depreciation  accounts,  and  the  resulting  gain  or  loss is included in
     operations.

License  rights:
     License  rights  are  recorded  at  cost,  less  accumulated  amortization.
     Licenses  are  amortized  to operations using the straight-line method over
     the  remaining  term.  The  remaining term is 35 months for the current and
     only  license  which  the  company  has  rights  to.

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.


                                      F-9
<PAGE>
                            GSI TECHNOLOGIES USA INC.
                      (A COMPANY IN THE DEVELOPMENT STAGE)
                          NOTES TO FINANCIAL STATEMENTS
                            OCTOBER 31, 2001 AND 2000
                                   (Audited)


NOTE  2  -  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES  (CONTINUED):

Earnings  (Loss)  per  share  calculation:
     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.


Recent  Accounting  Pronouncements:
     The  Statement  of  Financial  Accounting  Standards  Board (SFAS) No. 141,
     "Business  Combinations,"  was issued by the Financial Accounting Standards
     Board  (FASB)  in  July  2001.  This  Statement  establishes  standards for
     accounting and reporting for business combinations. This statement requires
     the purchase method of accounting to be used for all business combinations,
     and prohibits the pooling-of-interests method of accounting. This Statement
     is  effective  for  all business combinations initiated after June 30, 2001
     and  supercedes  APB  Opinion  No.  16,  "Business Combinations" as well as
     Financial  Accounting  Standards  Board  Statement  of Financial Accounting
     Standards No. 38, "Accounting for Preacquisition Contingencies of Purchased
     Enterprises."  The adoption of this statement by the Company did not have a
     material  impact  on  its  financial  condition  or  results of operations.

     The  Statement  of  Financial  Accounting  Standards  Board (SFAS) No. 142,
     "Goodwill  and  Other  Intangible  Assets,"  was  issued  by  the Financial
     Accounting  Standards  Board  (FASB) in July 2001. This Statement addresses
     how  intangible  assets  that  are acquired individually or with a group of
     other  assets  should  be  accounted for in financial statements upon their
     acquisitiion.  This  statement  requires goodwill amortization to cease and
     for  goodwill  to be periodically reviewed for impairment, for fiscal years
     beginning  after  October 31, 2001. SFAS No. 142 supercedes APB Opinion No.
     17,  "Intangible  Assets." The Company does not expect the adoption of this
     statement  to  have a material impact on its financial condition or results
     of  operations.

     The  Statement  of  Financial  Accounting  Standards  Board (SFAS) No. 143,
     "Accounting  for  Asset Retirement Obligation," was issued by the Financial
     Accounting  Standards  Board  (FASB)  in  August  2001. This Statement will
     require companies to record a liability for asset retirement obligations in
     the  period  in  which  they  are  incurred,  which typically could be upon
     completion  or  shortly  thereafter. The FASB decided to limit the scope to
     legal  obligation  and  the  liability will be recorded at fair value. This
     Statement  is effective for fiscal years beginning after June 15, 2002. The
     Company  does  not expect the adoption of this statement to have a material
     impact  on  its  financial  condition  or  results  of  operations.

     The  Statement  of  Financial  Accounting  Standards  Board (SFAS) No. 144,
     "Accounting  for  the  Impairment  or  Disposal  of Long-Lived Assets," was
     issued  by the Financial Accounting Standards Board (FASB) in October 2001.
     This  Statement provides a single accounting model for long-lived assets to
     be  disposed of and replaces SFAS No. 121 "Accounting for the Impairment of
     Long-Lived  Assets and Long-Lived Assets to Be Disposed Of." This Statement
     is  effective  for  fiscal  years  beginning  after  December 15, 2001. The
     Company  is  evaluating  the  effect  of  the  adoption  of this statement.


                                      F-10
<PAGE>
                            GSI TECHNOLOGIES USA INC.
                      (A COMPANY IN THE DEVELOPMENT STAGE)
                          NOTES TO FINANCIAL STATEMENTS
                            OCTOBER 31, 2001 AND 2000
                                   (Audited)


NOTE  3  -  DETAILS  OF  FINANCIAL  STATEMENT  COMPONENTS

<TABLE>
<CAPTION>
                                                          October 31, 2001    October 31, 2000
                                                         ------------------  ------------------
<S>                                                      <C>                 <C>
Receivables:

Note Receivable- GSI Technologies (3529363 Canada Inc.)  $       1,560,944   $       3,058,950
Note Receivable - Group Solcom France                                    -              20,028
Receivable - GSI Technologies (3529363 Canada Inc.)                      -              12,500
Due from Tax Authority                                              58,349               5,186
                                                         ------------------  ------------------
                                                                 1,619,292           3,096,664
                                                         ==================  ==================

Property and Equipment:

Furniture and fixture                                               38,934              38,934
  Leasehold improvements                                             2,133               2,133
Less:  Accum depreciation & amortization                             4,819                 499
                                                         ------------------  ------------------
  Property and equipment, net                            $          36,248   $          40,568
                                                         ==================  ==================


Intangible 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                                        (191,212)            (96,257)
                                                         ------------------  ------------------
                                                         $         283,567   $         378,522
                                                         ==================  ==================
</TABLE>

NOTE  4  -  COMMITMENTS  AND  CONTIGENCIES

Office leases
     On  January 06, 2000 the Company entered into an office rent agreement with
     2849-3930  Quebec Inc. for office space in Montreal, Quebec. This agreement
     is  for  a  term  of 4 year starting January 01, 2000 with a 5 year renewal
     option.  The  annual  rent  amount  is  $164,344.

     On  June  16,  2000  the Company entered into an office rent agreement with
     Suntrust  Center,  L.L.C.  for  office  space  in  Orlando,  Florida.  This
     agreement  is for a term of 5 years and 15 days starting June 16, 2000. The
     annual  rent  amount  is  $59,910.

Guarantor agreement
     On  March  24,  2000,  the  Company  agreed  to  act as a guarantor for GSI
     Technologies  (3529363  Canada  Inc.),  a shareholder of the Company and an
     affiliate in an agreement with Admiralty Leasing Ltd. for office furniture.
     The  term  is for 3 years. The annual amount is $20,400 CAD plus applicable
     taxes.


                                      F-11
<PAGE>
                            GSI TECHNOLOGIES USA INC.
                      (A COMPANY IN THE DEVELOPMENT STAGE)
                          NOTES TO FINANCIAL STATEMENTS
                            OCTOBER 31, 2001 AND 2000
                                   (Audited)


NOTE 4 - COMMITMENTS AND CONTIGENCIES (CONTINUED):

The following is a schedule by years of future minimum rental payments required
under operating
leases that have initial or remaining noncancelable lease terms in excess of one
year as of October 31, 2001:

               Year ending October 31:
               2002 -      $252,320
               2003 -      247,189
               2004 -      244,200
               2005 -       73,111
               2006 -          - .
                          --------
                           816,820
                          ========

NOTE  5  -  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$2,589,345
and  $1,325,466  for  the  twelve  months  ended  October  31,  2001  and  2000
respectively  as well as reporting net losses of $4,173,450 from inception (July
08,  1998) to October 31, 2001.  As reported on the statement of cash flows, the
Company incurred negative cash flows from operating activities of $1,319,511 and
$834,851  for twelve months ended October 31, 2001 and 2000 respectively and has
reported  deficient  cash  flows  from  operating  activities of $2,324,995 from
inception  (July  08,  1998).  To  date, these losses and cash flow deficiencies
have  been  financed  principally through the sale of common stock ($1,480,195).
Continuation  of  the Company as a going  concern is  dependent  upon  obtaining
sufficient  working  capital for its planned  activity and the management of the
Company has  developed  a  strategy,  which it  believes  will  accomplish  this
objective through additional equity funding, and long term financing, which will
enable  the  Company  to  operate  for  the  coming  year.


NOTE 6 - RELATED PARTY TRANSACTIONS

Sub-license agreement:
     On  May 04, 2000, the Company entered into a sub-license agreement with GSI
     Technologies  (3529363  Canada  Inc.),  a shareholder of the Company and an
     affiliate,  whereby giving all commercial rights relating to the technology
     in  the  territory of Canada to GSI Technologies (3529363 Canada Inc.). The
     term  of  the  sub-license  agreement  is  10 years with annual payments of
     $25,000  US.

     On  March  6,  2001,  the Company entered into a sub-license agreement with
     Groupe  Solcom  International  France  S.A.S. whereby giving all commercial
     rights relating to the technology in the territory of the European Union to
     Groupe Solcom International France S.A.S. The Company has a 25% interest in
     Groupe  Solcom  International France S.A.S. with the other 75% owned by GSI
     Technologies  (3529363  Canada Inc.), an affiliate of the Company. The term
     of  the  sub-license agreement is 10 years with annual payments of $100,000
     US.


                                      F-12
<PAGE>
                            GSI TECHNOLOGIES USA INC.
                      (A COMPANY IN THE DEVELOPMENT STAGE)
                          NOTES TO FINANCIAL STATEMENTS
                            OCTOBER 31, 2001 AND 2000
                                   (Audited)


NOTE 6 - RELATED PARTY TRANSACTIONS (CONTINUED):

Note  receivable  from  stockholder:
     From November 01, 1999 through October 31, 2001, the Company advanced funds
     to  GSI  Technologies (3529363 Canada Inc.), an affiliate of the Company in
     exchange  for  promissory notes in order to continue to develop the concept
     of  GSITV.com,  The  Total Vision Network in Canada. The note has a term of
     one year, but has been extended indefinitely bearing interest at prime plus
     2%.  At October 31, 2001, the outstanding balance due from GSI Technologies
     (3529363 Canada Inc.) was $1,560,944 including interest and a write down of
     the receivable of approximately $1,034,000 due to GSI Technologies (3529363
     Canada  Inc.)  approval  from  the  Quebec  Superior courts ratification of
     reorganization  on  October  9,  2001.

Note payable to affiliates
     On  September  07,  2000,  the  Company  borrowed  funds of $2,822,599 from
     several  affiliates  and  stockholders of the Company and issued promissory
     notes  having  a  term  of  one year bearing interest at prime plus 2%. The
     notes  are  convertible at any time into common shares at the discretion of
     the  Company.  On  May  3,  2001,  the entire amount of the notes including
     interest  of  $151,088  were  converted  into  2,307,900  of Class B Common
     Shares.

Marketing  and  Administrative  Costs
     From  November  01,  1999  to  October  31,  2001,  the Company was charged
     marketing  and  administrative  costs incurred by GSI Technologies (3529363
     Canada  Inc.)  on  behalf  of  the  Company.

Consulting  Agreement:
     On  January  10, 2000, the Company entered into a consulting agreement with
     Mr. Yves Lebel and 9035-2899 Quebec Inc., a shareholder of the company. Mr.
     Lebel  is  a Director, Chief Financial Officer and Executive Vice President
     of GSI Technologies (3529363 Canada Inc.). The term of the agreement is for
     one  year  with  an  additional year renewal term at the end of the initial
     year. The total amount of the agreement is $78,000 per year. Mr. Lebel also
     entered  into  a  non-competition  and  confidentiality  agreement with the
     Company  for  as long as he remains a consultant and for an additional year
     thereafter.


NOTE  7  -  INCOME  TAXES

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.


                                      F-13
<PAGE>
                            GSI TECHNOLOGIES USA INC.
                      (A COMPANY IN THE DEVELOPMENT STAGE)
                          NOTES TO FINANCIAL STATEMENTS
                            OCTOBER 31, 2001 AND 2000
                                   (Audited)


NOTE  8  -  INVESTMENT  IN  AFFILIATES

The  Company's  investments  in  affiliates consists of a 25% interest of Groupe
Solcom,  headquartered  in  France,  which  participates  in  the  electronic
advertising  and  interactive information display.  The Company accounts for its
25%  interest  in  Group  Solcom  using  the equity method.  Condensed financial
information for investments in affiliiates accounted for under the equity method
of  accounting  are  summarized  below.

<TABLE>
<CAPTION>
                      October 31, 2001   October 31, 2000
<S>                   <C>                <C>
Current assets               3,158,385                  0
Other assets                 1,171,956                  0
                      -----------------  ----------------

                             4,330,341                  0

Current liabilities          4,302,065                  0
Shareholder's Equity            28,276                  0
                      -----------------  ----------------

                             4,330,341                  0

Net Sales                    2,415,733                  0
Gross profit                 1,855,652                  0
Net income                    (391,672)                 0
</TABLE>

NOTE 9 - SHAREHOLDERS' EQUITY

Common Stock

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


NOTE  10  -  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 October 02, 2000, 925,000 options with an
     exercise  price  of  $1.25  had  been  issued  to consultants and other non
     employee  affiliates  for  services  rendered to the Company throughout the
     year.  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.


                                      F-14
<PAGE>
                            GSI TECHNOLOGIES USA INC.
                      (A COMPANY IN THE DEVELOPMENT STAGE)
                          NOTES TO FINANCIAL STATEMENTS
                            OCTOBER 31, 2001 AND 2000
                                   (Audited)


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>
                                                                               Year ended       Year ended
FAS 123 "Accounting for stock based compensation                              Oct. 31, 2001    Oct. 31, 2000
Paragraph 47 (a)                                                             ---------------  --------------
<S>                                                                          <C>              <C>
1.     Beginning of year - outstanding
          i.  number of options/warrants                                          1,475,000                0
          ii.  weighted average exercise price                                         1.19                0
2.     End of year - outstanding
          i.  number of options/warrants                                            308,333        1,475,000
          ii.  weighted average exercise price                                         1.25             1.19
3.     End of year - exercisable
          i.  number of options/warrants                                            308,333          550,000
          ii.  weighted average exercise price                                         1.25             1.10
4.     During the year - Granted
          i.  number of options/warrants                                                  0        1,475,000
          ii.  weighted average exercise price                                            0             1.19
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                                            661,667                0
          ii.  weighted average exercise price                                         1.25                0
7.     During the year - Expired
          i.  number of options/warrants                                            550,000                0
          ii.  weighted average exercise price                                         1.10                0

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%
2.     Weighted average expected life (in months                                      71.00            61.00
3.     Weighted average expected volatility                                            0.00%               0
4.     Weighted average expected dividends                                             0.00                0

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

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

Paragraph 48 - Options outstanding at the date of the latest
statement of financial position presented:
1.     (a) Range of exercise prices                                          $   1.10-$1.25   $   1.10-$1.25
(b) Weighted-average exercise price                                                    1.25             1.19
2.    Weighted-average remaining contractual life (in months)                         71.00            61.00
</TABLE>


                                      F-15
<PAGE>
                            GSI TECHNOLOGIES USA INC.
                      (A COMPANY IN THE DEVELOPMENT STAGE)
                          NOTES TO FINANCIAL STATEMENTS
                            OCTOBER 31, 2001 AND 2000
                                   (Audited)


<TABLE>
<CAPTION>
                                                                              Inception
                                                                            Jul. 08, 1998
                                            Year ended       Year ended        Through
                                           Oct. 31, 2001    Oct. 31, 2000   Oct. 31, 2001
                                          ---------------  ---------------  --------------
<S>                                       <C>              <C>              <C>
Net Income after proforma effect              (2,589,345)      (1,576,216)     (4,424,200)
Earnings per share after proforma effect  $      (0.1156)  $      (0.0782)
</TABLE>


                                      F-16
<PAGE>
                            GSI TECHNOLOGIES USA INC.
                      (A COMPANY IN THE DEVELOPMENT STAGE)
                          NOTES TO FINANCIAL STATEMENTS
                            OCTOBER 31, 2001 AND 2000
                                   (Audited)


                           PART  II  -  OTHER  INFORMATION


Item  1.  Other  information
----------------------------

Montreal, September 19, 2001 - Rene Arbic, chairman of the board of directors of
GSI  Technologies  USA  Inc.  ("GSI  USA"), announced today that Groupe Solcom
International  France  S.A.S., will not proceed with the offer to acquire all of
the  issued and outstanding shares of GSI USA and that the board of directors of
GSI  USA  approved  the  following  resolutions:

WHEREAS on or around February 26, 2001, GSI USA had deposited a letter of intent
to  acquire  the  share  capital  of  Groupe  Solcom International France S.A.S.

WHEREAS on or around May 16, 2001, Groupe Solcom International France S.A.S. had
deposited a letter of intent to acquire the share capital of GSI Canada (3529363
Canada  Inc.)  and  GSI  USA.

Pursuant  to  a  feasibility  study, due diligence, an evaluation of the current
status of the economic markets, the Board of directors of GSI USA decided not to
proceed  with  the above stated transactions.  The board of directors of GSI USA
will  advise  of  new  intentions  and  plans  shortly.

Board Statute

     On  September  8th,  2001,  Mr.  de Montigny resigned from its position for
health  reason

     On  June  2001 Mr. James Hone retired and resigned from its position in GSI

     On  June  2001,  Mr.  Michel  Laplante  resigned from its position with GSI

     On  September  8th,  2001, Mr. Rene Arbic was nominated as President of GSI
and  Chairman  of  the  Board.

Mr.  Rene  Arbic  was president of Bridgepoint International Inc. He is 47 years
old. On retiring in 1997 after 25 years career in operations and sales with Bell
Canada and Stentor, the former Canadian alliance of telecommunications carriers,
he  lauched  a successful telecommunications consulting firm. He then co-founded
Bridgepoint  International,  a  rapidly growing innovator in the field of shared
networking  facilities,  voice  and date switching, and local technical support.

     -    Mr.  Julian R. Beardsley have a vast experience in private banking and
          presently  held  the  position  of  Director in a large tax consulting
          practice  in United Kingdom. Mr. Beardsley will also serve as chairman
          of  the  board  for  GSI since February 13th, 2002.
     -    Mr.  Dario  Litera  is  president  of  a  large  capital  investment
          corporation.  He  also,  act as trustee for various financial firm and
          government  agencies,  and  he will also serve as a board member since
          February  13th,  2002.

We  are  extremely  pleased  to  have  them  as  members  in  our  board.


                                      F-17
<PAGE>
                            GSI TECHNOLOGIES USA INC.
                      (A COMPANY IN THE DEVELOPMENT STAGE)
                          NOTES TO FINANCIAL STATEMENTS
                            OCTOBER 31, 2001 AND 2000
                                   (Audited)


                                   SIGNATURES


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


Dated:  MARCH  4TH,  2002             GSI  TECHNOLOGIES  USA  INC.






                                 By:  /s/  Rene Arbic
                                      --------------------------------
                                      Rene Arbic
                                      Executive vice president


                                      F-18
<PAGE>