ANNUAL REPORT FOR GSI TECHNOLOGIES USA INC.

                     U.S. Securities and Exchange Commission

                             Washington, D.C. 20549

                                   FORM 10-KSB/A
                                  AMENDMENT NO. 1

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

                   For the fiscal year ended October 31, 2002

                          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)



                        400, St-Jacques Street, Suite 500
                            Montreal, Quebec H2Y 1S1
                            ------------------------
          (Address of principal executive offices, including zip code)

        Registrant's telephone number, including area code (514)-282-9292

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 $23,750.00.

The aggregate market value for the voting and non-voting common equity held by
non-affiliates on October 31, 2002 was approximately $15,668.00. 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


<PAGE>
such persons may be deemed to be affiliates.

The total number of shares of Class B Common Stock outstanding on October
31,2002 was 26,068,134.


                                     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, fibbers
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, the potential market for which GSI
sells 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 out of home 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
and Montreal.

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


<PAGE>
software-hardware package, Group Solcom next applied for advantageous
governmental grants available in the area of multimedia R&D. As a result, in


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.

The Company's cash position and stock values have deteriorated significantly in
the past year, making it difficult to raise funds with which to continue
essential R&D and marketing activities. This is a reflection more of over all
market conditions in terms of market performance and the advertising industry.
The Company believes in its technology advantage, and value proposition, and
anticipates a turnaround in conditions in 2003.

Using cash on hand, we have continued operations in a reduced fashion, while
pursuing appropriate strategies to realize market success of our products. The
Company intends to pursue new sales opportunities aggressively, while
re-organizing to attract new investors. As of year-end, we have entered into
discussions which will reinforce our technology leadership, and lead to greater
market penetration.

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 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


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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.

(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.

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.

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


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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.


<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 were 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 750,000
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.


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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.

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, England, 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.
After successfully achieving pilot projects with Clear Channel in City of
Bristol & Swindon, using GSI's Software Pack solution, we have received from
Clear Channel's R&D department a list of requirements on specific applications
of our software as well as full reports on technical bugs to our beta version.
We have agreed that pursuant to the requirements specified, that we can
successfully deliver an updated version ready to support Clear Channel's
worldwide market development ambitions. Our engineering team has indicated that
preliminary product upgrades can be completed by March 15th, 2003 and the second
part of further modular applications would be ready for August 2003.

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 Ivanho , SITQ, and Toulon. We believe these three
pilot projects should enable us to attract at least one of the world's leading


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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.

(f) Customer Service and Technical Support

At year end, we have initiated discussions with LTS Networks Inc. ("LTS"), a
Montreal-based provider of Linux-based technology solutions to serve our
customers and provide technical support to projects underway, and under
discussion.

LTS Networks is a Network Systems development company specializing in Low Total
Cost of Ownership (TCO) institutional network computing solutions. The company
designs and builds commodity networks , vertical market computing appliances and
client side software. LTS Networks leverages commodity computing hardware and
Open Source software to deliver robust, scalable low cost solutions.

(g) Research and Development

Our in works agreement with LTS Networks as of Year-End envisages a partnership
that will allow us to work closely together on the new development of our
software enhancement. LTS Networks' engineering team will provide GSI with full
analysis on our existing platform and going forward needs.

(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 theaters 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.

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.

(i) Human Resources

Subsequent to October 31st, 2002, we had no direct employees on payroll. Our
president and other principals were strictly working on a consulting bases to
allow restructuring of the corporation.

The Company believes that with a new business approach, it can attract new
investor interest. Proceeds from which would be to rebuild an executive team


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capable of executing the business plan, and providing investor confidence. The
Company intends to be in a position to report such events in our 10-Q filing in
March 2003.


ITEM 2. DESCRIPTION OF PROPERTY

We own no real estate. In January 6th, 2000, GSI USA entered into a co-sharing
leasing agreement with our affiliate GSI Canada with 2849-3930 Quebec Inc.
represented by SITQ Inc. for a term of 4 years. Due to our affiliate financial
difficulties and to the market crash with technologies corporations, we entered
during the year 2002, in negotiations with the land-lord (SITQ) to leave the
premises.

Our monthly rent represented fees of approximately 20,000.00$ USD and was
previously hosting 70 people. We concluded a final agreement with the SITQ on
October 2002. Our total debt was $179,000.00 Cdn. We settled for $139,015.00Cdn
and became free of our lease agreement.

In October 2002, we moved our Canadian offices to 400, St-Jacques Street, suite
500, Montreal, Quebec, Canada, H2Y 1S1 and signed a leasing agreement with
Worldwide Business Consultant, for a term of 3 years at a monthly rent of
$2,212.00 USD, taxes included. Our offices spaces are 3000 square feet, located
on St-Jacques Street, in the center of Old Montreal, City known for its
financial banking activities. We believe the savings represent tremendous
savings for the corporation helping us growing our profitability immediately.

Effective June 16, 2000, GSI entered into a lease agreement with Sun Trust
Center LLC for a term of 5 years at 200, South Orange Avenue, Suite 2150,
Orlando, Florida.

As of November 1st, 2002, we have moved our US corporate offices to Plattsburg
NY to realize traveling savings and to better coordinate our North American
activities since both our new offices are one hour and a half away from each
other.

Our new corporate office address in the United States is: 99, Trade Rd,
Plattsburg, New York, USA 12901.


ITEM 3. LEGAL PROCEEDINGS

     1.   MR. JACQUES BIRON : We remain party to one proceeding initiated by
          another party, Mr. Jacques Biron, against GSI Canada, GSI, our former
          President 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.

     2.   MR. ALEX ZERVAKOS: On September 2001, we received a law sue from Mr.
          Alex Zervakos a former employee of GSI USA. we concluded an out of
          court settlement, on November 22nd, 2002, for the amount of $12,000.00
          Cdn as final settlement.

     3.   CITY OF MONTREAL: The Company has been involved in litigation for
          unpaid business taxes with the City of Montreal. The litigation has
          been settled in the amount of approximately $21,080USD of which
          $4,800.00 USD has been paid by October 31, 2002.

     4.   SITQ, PREVIOUS LANDLORD: On October 8, 2002, the Company entered into
          a settlement and release agreement with its landlord in its original
          downtown Montreal office whereby the Company could cancel its lease
          with a one-time payment of approximately $77,848.00 USD. This payment
          was made during October 2002.

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

     6.   FORMER DIRECTOR AND OFFICER: In March 2002, a former Director and
          Officer along with another employee of the Company have filed a civil
          action against the Company in the State of Florida alleging unpaid
          wages and expense reimbursements totaling approximately $225,000. The
          Company has not retained legal counsel on this matter, but believes
          this complaint is without merit.


<PAGE>
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 31ST 2002, $.01

(b)  Recent  Sales  of  Unregistered  Securities

None

(c)  Issuance  of  warrants

No warrants has been issued during fiscal year 2001-2002.

(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 exercisable price of
$1.25. During the Corporation's restructuring phase, the principals of the
Corporation have decided to postpone any grants or options until further notice.
No grants or options have been issued during fiscal year ending October 31st,
2002.


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

RESULTS FROM OPERATIONS

During the fiscal year from November 1, 2001 to October 31, 2002, GSI USA
incurred a loss of $1,552,752 or $0.06 per share versus a loss of $2,589,345 or
$0.12 per share in the same period in the prior year. The current year loss can
be attributed to limited revenue generated as well as a 1.1 million loss on
write off of an affiliate note receivable.

REVENUES

$23,750 in revenue was recognized during the current fiscal year versus $229,793
for the same period in the prior year. These revenues are 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.

Cost of revenues and direct operating costs

According to the master license agreement with GSI Canada, GSI USA owns 60% of
the price of any sub-license it sells to a new licensee. This amount is payable
to GSI Canada by the end of the calendar quarter in which the sub-license is
granted its sub-license. GSI USA has incurred $10,634 in direct operating cost
for the current fiscals year versus $121,797 for the same period in the prior
year.

Operating expenses

During the current fiscal year ended October 31st, 2002, GSI USA has incurred
$407,655 in operating expenses versus $1,752,839 for the same period in 2001.
The decrease is attributable primarily to a drastic cut back in operations for
the current year.


<PAGE>
Other income

During the current fiscal year ending October 31st, 2002, $1,158,213 in other
expenses were realized compared to $944,503 of other expenses in the prior year.
These amounts are primarily attributable to the write offs of the Loss on
Affiliate note receivables and advances.

Liquidity and capital resources

At October 31, 2002 GSI USA had zero cash as compared to $6,019 at October 31,
2001. Cash used in operating activities during the year ending October 31, 2002
was $382,749, which was mainly attributable to the net cash loss from operations
plus changes in net operating assets and liabilities.

Cash used by investing activities during the current year are comprised of
purchases of property and equipment totaling $33,502. Cash provided by investing
activities during the prior year reflected additional short-term loans to GSI
Canada in the amount of $801,656.

Cash provided from financing activities during the current year of $410,232
include the net effect of short-term borrowing through note payables as well as
proceeds from an investment group. Cash provided from financing activities
during the prior year of $519,469 reflects a private placement as well as
funding provided by issuance of Notes Payable.

MANAGEMENT DISCUSSION AND ANALYSIS

Since beginning of our operations we worked closely with an affiliate company,
"GSI Canada" (GSIC). The overall market strategy was that GSI Technologies USA
Inc. (GSIUS) developed business through its unique understanding of the
advertising industry, notably in providing custom, software, sales services and
products to customers for electronic, out of home, advertising media
applications and needs. We depended on GSIC as the technology developer, and in
our dealings with that company, acquired exclusive licensing rights agreement on
proprietary software technology.

As such, GSIUS has advanced funds to GSIC for the addition of significant
upgrades and additional intellectual property of GSIUS to that base software.

In this regard, we have in the past, from time to time, supported our
affiliate's development of technologies by advancing funds to enhance our
modular software applications and allow us to remain ahead of competition. In
addition, we had co-located certain of our activities with the affiliated
company to ensure proximity to the development team and shared some of these
costs (leases, communications, IT, etc.).

In the later part of 2001, GSIC was forced to file for receivership in Canada
due to extraordinary circumstances and a downturn in overall market conditions.
As such, in the period beginning November 2001 to Mid September 2002, GSIC had
to shut down most of its operations and was not able to repay advances to our
corporation or to provide us with necessary services.

During the course of 2002, GSIUS negotiated new agreements directly with
suppliers to reduce our costs, while remaining a viable, stand-alone business
having lost the services of GSIC. Significant downsizing at GSIUS accompanied
this event, in an effort to cut costs, re-consider our business plan, and
re-establish the Company's business foundation at time of turmoil in the
electronic advertising industry in our core markets of the USA and Europe. An
example of cost saving measures was to lease new offices facilities and move our
operations from a $20,000.00 monthly rent to $2,500.00. Further, we didn't renew
any employment contracts and negotiated our way out of consulting contracts to
bring our operations to minimize expenses.

At the end of fiscal year October 31st, 2002, we decided to take a right off on
our affiliate loan for an approximate value of $1,145,792.00.

We have negotiated a loan agreement allowing us to resolve most of pending
financial issues and reduce our payables considerably by end of October 2002 and
anticipate completing our restructuring program by end of next quarter. We are
currently investigating the potential of transforming certain loans and


<PAGE>
liabilities into equity partnerships and to seek into the possibility of raising
new capital in the Corporation.

Based on a solid foundation, the Company anticipates a rebuilding phase in early
Fiscal 2003. We have initiated discussions with both customers and new suppliers
to move forward with initial phase of upgrading and developing our own
proprietary technology, in order to reduce our dependence on third party
services and to build a long-term solution for the best interest of our
customers and corporation's shareholders.

Our past experience allowed us to design and tailor an application plan based on
pilot projects and market tests in real situation, with greater possibilities,
more efficiencies, more durability and stability supported and combined with
upgrades of hardware and other software development available in the industry.

Although, our affiliate's situation affected our sales potential, we maintained
our 5-year relationship with a major customer based in the USA and one of the
world's largest out-of-home media corporation. In the later part of year 2002,
we have significantly moved forward to reach a new business agreement with that
company to tailor new software in order to support their needs of worldwide
development of electronic out-of-home media. At year end of Fiscal 2002, we
received a purchase order for the first phase for a value of $30,000.00 and
agreed with the Client's management team to negotiate through the course of year
2003 a longer term plan with more appropriate cost structure.

Their specifications are based on a 3 phase development plan, in which we
eagerly anticipate closure soon after year end 2002. While preliminary, that
agreement would call for the first beta version to be delivered by the end of
March 2003. The second phase will be initiated after testing of version I by the
Client's engineering team and GSI's R&D team.

We are currently preparing all necessary documentation to file and qualify for
Canadian Government R&D programs for tax credit benefits and employees
sponsoring program. These incentive programs will help us develop and maintain
leading edge technology at a cost effective ratio for the benefit of our
Corporation.

In July 2002, we completed a Letter of Intent with a Californian based
Entertainment Company specialized in Internet market content. The agreement
calls for the Client to install a network of full motion video plasma screens in
approximately 200 preferred locations in the United States. As of year-end, we
have been informed that our customer has succeeded in signing in over 100
locations and anticipates starting installation during the month of March 2003.
We have negotiated a 10-year licensing agreement starting when the networks
begin its operations, management of the network contract and content production
service agreement. Based on our customer development plan, we anticipate
starting to ramp up our revenues by summer 2003.

We have initiated discussions for strategic alliances and potential partnerships
with new equity partners and allied strategic partners and anticipate new
results at the outset of Fiscal 2003.

We strongly believe all these measures will help us re-establish our business
presence and build value for the benefit of our Corporation and shareholders.

ITEM 7. FINANCIAL STATEMENTS

Attached is Appendix A containing the following information:

-    Independent Auditor's Report - Balance Sheets as of October 31st, 2002 and
     2001 - Statements of Operations for the years ended October 31st, 2002 and
     2001.
-    Statements of Stockholders' Equity (Deficiency) for the years ended October
     31st, 2002 and 2001.
-    Statements of Cash Flows for the years ended October 31st, 2002 and 2001.
-    Notes to Financial Statements

ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
Not  applicable.


<PAGE>
                                    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
-------------------     ---------------------------    --------

   Rene Arbic           Chief Executive Officer            50
                        President and Director
                        (Since September 18, 2001)


   Marc Cote            Director                           42
                        (Since October 23, 2000)


   Marie El-Ahmar Eid   Secretary of the board             40
                        (Since May 27, 2002)



RENE ARBIC

Mr. Arbic has served on multiple boards of technologies companies after retiring
from Bell Canada in 1996, where he occupied multiple functions as well in
technical positions than management. In 1997, he was cofounder of a
telecommunication consultant firm name Rave Communications. In 1997, he was
cofounder of a publicly traded company: Bridgepoint International. Bridgepoint
built and operated colocation central offices facilities in multiple cities in
North America. Mr. Arbic will bring a long experience in marketing and
management to GSI as a board member.

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.

MARIE EL-AHMAR EID

A graduated from Lebanese University in Beyrouth in Management of Networks
Technologies since 1983. She has occupied multiple functions at the National
Bank of Canada from 1993 to 1999. In 1999, she was hired by GSI Technologies USA
as an Executive Assistant to the President and CEO. In year 2001 she became
Human Resources Manager and Business Development Manager. She became board
member of GSI on May 27, 2002.

(b)  Section 16(a) Beneficial Ownership Reporting Compliance.

Not  applicable


<PAGE>
ITEM  10.  EXECUTIVE  COMPENSATION

During the fiscal year, November 1st, 2001 to October 31st, 2002, the officers
and directors of the corporation, considering the situation of the company's
cash flow availability adopted a resolution accepting working without
remuneration.

The objectives of the principals of the corporation were to restructure, refocus
and re-capitalize the corporation and resolve all pending legal issues before
allowing any benefits to individuals. Only necessary expenses were authorized to
officers of the corporation during the fiscal year ending October 31st, 2002.

OPTION GRANTS IN LAST FISCAL YEAR

The following table sets forth each grant of stock options made during the
fiscal year ended October 31, 2002 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 31,2002. 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, 2002:

     (1)The option's program has been temporarily suspended and postponed until
     further notice for restructuring program reasons. The option program has
     been created on a merit base for employees who would perform and achieve
     budgets and targets, helping the corporation to grow. Since they haven't
     been any employee in the corporation during fiscal year ending October
     31st, 2002, no options were granted.

AGGREGATED FISCAL YEAR-END OPTION VALUES

There were no option exercises by the Named Executive Officers during the fiscal
year ended October 31,2001. 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, 2001:

The Company has no arrangement for the remuneration of its directors. No
remuneration was paid to the directors during the year ended October 31, 2002.


<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, 2002.

Officers and Directors:

Rene Arbic, President & CEO, certificate no: 1499          400,000 shares
Marc Cote, Director, certificate no: 1504                  200,000 shares

Over 5% ownerships:

3633730 Canada Inc., owned by J. Michel de Montigny      7,754,424 shares
Craig Perry                                              2,000,000 shares

(1) Held by 3633730 Canada Inc. which is 100% owned by our former President, Mr.
J. Michel de Montigny. Includes 260,954 shares underlying currently exercisable
warrants and which expired on January 31, 2002 and were not exercised.

(2) Held by 3633632 Canada Inc. which is 100% owned by our former President, Mr.
J. Michel de Montigny. Includes 347,938 shares underlying exercisable warrants
and which expired January 31, 2002 and were not exercised.

(3) Held by Totalcom Inc. which is 100% owned by our former 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 former President, Mr. de Montigny, which expired January 31, 2002 and were
not exercised.

(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.
Since Mr. de Montigny has resigned on September 2001, only 2/3 of the options
were granted.

(6) Represents 50,000 shares underlying exercisable warrants held by Mr. Hone
and which expired January 31, 2002. They were not exercised.


<PAGE>
ITEM  12.  CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS.

None.

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: January 30th, 2003       By: /s/Rene  Arbic
                                                ---------------------------
                                                Rene  Arbic
                                                CEO & Chairman of the Board


                 Dated: January 30th,2003       By: /s/Marie El-Ahmar Eid
                                                ---------------------------
                                                Marie El-Ahmar Eid
                                                     Director


                Dated: January 30th, 2003       By: /s/Marc Cote
                                                ---------------------------
                                                Marc Cote
                                                Director


<PAGE>
                                   APPENDIX A

                            GSI TECHNOLOGIES USA INC.

                              FINANCIAL STATEMENTS


                                      INDEX



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

     Balance  Sheet  as  of  October  31,  2002  and  2001. . . . . . . .    F-2

     Statements  of  Operations  for  the  years  ended
     October  31,  2002  and  2001. . . . . . . . . . . . . . . . . . . .    F-3

     Statements  of  Stockholders'  Equity  (Deficiency)
     For  the  years  ended  October  31,  2002  and  2001. . . . . . . .    F-4

     Statements  of  Cash  Flows  for  the  year  ended
     October  31,  2002  and  200 . . . . . . . . . . . . . . . . . . . .    F-5


     Notes  to  Financial  Statements . . . . . . . . . . . . . . . . . .    F-6


<PAGE>
                                       F-1


                                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. as
of  October  31,  2002  and  2001  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
in  the  United  States  of  America.  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, 2002 and 2001, and the results of its operations and its cash flows
for  the  year  then  ended,  in conformity with accounting principles generally
accepted  in  the  United  States  of  America.

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
January 31, 2003


<PAGE>
<TABLE>
<CAPTION>
                                       F-2


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

                                                        October 31, 2002    October 31, 2001
                                                       ------------------  ------------------
<S>                                                    <C>                 <C>
                                            ASSETS
                                            ------

Current Assets
  Cash and cash equivalents                            $               -   $           6,019
  Receivables, net (principally related party)                         -           1,619,292
                                                       ------------------  ------------------
    Total current assets                                               -           1,625,311
Property and equipment, net                                       63,302              36,248
Intangible assets, net                                           188,611             283,567
Other assets                                                           -              19,908
                                                       ------------------  ------------------

    TOTAL ASSETS                                                 251,913           1,965,034
                                                       ==================  ==================

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

Current Liabilities
  Accounts payable                                               102,749             733,080
  Deferred Revenue                                                     -              17,500
  Notes Payable - short term                                     334,837              68,273
  Investment proceeds liability                                  143,623                   -
  Other current liabilities                                      126,487             176,321
                                                       ------------------  ------------------

    Total current liabilities                                    707,696             995,174

Stockholder's Equity
  Common Stock, class A, $1.00 par value; authorized                   -                   -
       5,000,000 shares; issued and
  outstanding none in 2002 and 2001
  Common Stock, class B, $.001 par value; authorized              26,291              24,502
       55,000,000 shares; issued and
   outstanding - 26,291,023 and
       24,502,134 shares respectfully
  Paid in Capital                                              5,243,740           5,118,419
  Deficit accumulated during the development
  stage                                                       (5,726,201)         (4,173,450)
  Accumulated other comprehensive income                             388                 388
                                                       ------------------  ------------------

    Total Shareholder's Equity                                  (455,783)            969,859

     TOTAL LIABILITIES AND SHAREHOLDER'S EQUITY        $         251,913   $       1,965,034
                                                       ==================  ==================
</TABLE>


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


<PAGE>
<TABLE>
<CAPTION>
                                       F-3

                            GSI TECHNOLOGIES USA INC.
                      (A COMPANY IN THE DEVELOPMENT STAGE)
                              STATEMENT OF INCOME

                                                            Year Ended          Year Ended
                                                         October 31, 2002    October 31, 2001
                                                        ------------------  ------------------
<S>                                                     <C>                 <C>
Revenues                                                $          23,750   $         229,793

Cost of Sales                                                      10,634             121,797
                                                        ------------------  ------------------

Gross Profit                                                       13,116             107,997

Operating Expenses:
       Marketing                                                   55,602              92,298
       Management and administrative fees                          11,897             707,533
       Salaries and related costs                                  45,275             229,770
       Rent                                                        71,334             250,904
       Financing expense                                           32,774              15,000
       Professional fees                                           42,920              91,992
       Consulting                                                  13,165              31,914
       Depreciation                                                 3,893               3,893
       Amortization                                                96,231              95,382
       Travel                                                           -              46,361
       Other selling, general and administrative                   34,563             187,791
                                                        ------------------  ------------------
          Total operating expenses                                407,655           1,752,839


          Loss before other income (expense)                     (394,539)         (1,644,842)

Other income (expense):
       Interest income (principally related party)                                    317,275
       Interest expense (principally related party)               (22,459)           (111,596)
       Loss on Affiliate note receivable and advances          (1,145,792)         (1,033,652)
       Equity in net earnings (loss) of affiliates                      -             (25,000)
       Foreign exchange gain (loss)                                11,319             (54,562)
       Loss on disposal of assets                                  (1,280)            (36,968)

                                                        ------------------  ------------------
          Total other income (expense)                         (1,158,213)           (944,503)

                                                        ------------------  ------------------
Net Loss                                                       (1,552,752)         (2,589,345)
                                                        ==================  ==================

Basic weighted average common shares
outstanding                                                    26,175,802          22,403,444
                                                        ==================  ==================

Basic Loss per common share                             $           (0.06)  $           (0.12)
                                                        ==================  ==================
</TABLE>

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


<PAGE>
<TABLE>
<CAPTION>
                                       F-4

                                                                  GSI TECHNOLOGIES USA INC.
                                                          (A COMPANY IN THE DEVELOPMENT STAGE)
                                                            STATEMENT OF STOCKHOLDERS' EQUITY



                                                                Common Class A                                        Receivable
                                                          ---------------------------------------------   Paid in      from sale
                                                              Shares      Amount    Shares      Amount    Capital      of stock
                                                          -----------------------------------------------------------------------
                                                          -----------------------------------------------------------------------
<S>                                                       <C>             <C>     <C>          <C>       <C>         <C>
Balance, October 31, 2000                                              -       -  20,543,636    20,544   1,748,131       (13,200)


Dec 20, 2000 - sale of Class B through private placement                             125,000       125     124,875

Dec 20, 2000 - cancellation of share subscription                                    (12,000)      (12)    (13,188)       13,200

Dec 20, 2000 - cancellation warrant exercise                                         (24,764)      (25)    (27,216)

February 13, 2001 - settlement of commission payable                                  25,000        25       4,975

Apr 02, 2001 - sale of Class B through private placement                             400,000       400      99,600

Apr 02, 2001 - settlement of comission payable                                        20,000        20       4,980

May 03, 2001 - settlement of notes payable                                         2,307,900     2,308   2,971,379

August 13, 2001 - settlement of consulting fees                                        6,250         6       5,994
September 6, 2001 - settlement of advances from
affiliate                                                                          1,111,112     1,111     198,889

Net loss - 12 months ended October 31, 2001

Foreign currency translation adjustment

                                                          -----------------------------------------------------------------------
 Balance, October 31, 2001                                             -       -  24,502,134    24,502   5,118,419             -

February 7, 2002 - settlement of liabilities                                       1,788,889     1,789     125,321

Net loss - 12 months ended October 31, 2002

                                                          -----------------------------------------------------------------------
Balance, October 31, 2002                                              -       -  26,291,023    26,291   5,243,740             -
                                                          =======================================================================



                                                                           Accumulated
                                                                              other          Total
                                                           Accumulated   Comprehensive  Shareholder's
                                                             Deficit      Income/(loss)     Equity
                                                          -------------------------------------------
                                                          -------------------------------------------
<S>                                                       <C>             <C>             <C>
Balance, October 31, 2000                                    (1,584,105)             386     171,756


Dec 20, 2000 - sale of Class B through private placement                                     125,000

Dec 20, 2000 - cancellation of share subscription                                                  -

Dec 20, 2000 - cancellation warrant exercise                                                 (27,240)

February 13, 2001 - settlement of commission payable                                           5,000

Apr 02, 2001 - sale of Class B through private placement                                     100,000

Apr 02, 2001 - settlement of comission payable                                                 5,000

May 03, 2001 - settlement of notes payable                                                 2,973,687

August 13, 2001 - settlement of consulting fees                                                6,000
September 6, 2001 - settlement of advances from
affiliate                                                                                    200,000

Net loss - 12 months ended October 31, 2001                  (2,589,345)                  (2,589,345)

Foreign currency translation adjustment                                                2           -

 Balance, October 31, 2001                                   (4,173,450)             388     969,859
                                                          -------------------------------------------

February 7, 2002 - settlement of liabilities                                                 127,110

Net loss - 12 months ended October 31, 2002                  (1,552,752)                  (1,552,752)

Balance, October 31, 2002                                    (5,726,201)             388    (455,783)
                                                          ==============  ==============  ===========
</TABLE>


<PAGE>
<TABLE>
<CAPTION>
                                       F-5

                            GSI TECHNOLOGIES USA INC.
                      (A COMPANY IN THE DEVELOPMENT STAGE)
                            STATEMENT OF CASH FLOWS

                                                                  October 31, 2002    October 31, 2001
                                                                 ------------------  ------------------
<S>                                                              <C>                 <C>
CASH FLOWS FROM OPERATING ACTIVITIES:

Net Income (Loss)                                                $      (1,552,752)  $      (2,589,345)
Adjustments to reconcile net income (loss) to net cash
 used in operating activities:
  Depreciation and amortization                                            100,124              99,276
  Loss on write down of affiliate note receivable and advances           1,145,792           1,033,652
  Issuance of stock for contract settlement                                      -              11,000
  Issuance of stock in lieu of salaries                                     38,995                   -
  Accrued Interest Expense (principally related party)                       4,837             107,530
  Accrued Interest Income (principally related party)                            -            (317,274)

Changes in Operating assets and liabilities:
  Receivables and other current assets                                           -             (39,744)
  Other assets                                                              19,908              41,196
  Accounts Payable and Accrued Liabilities                                (206,658)            334,198
                                                                 ------------------  ------------------

Net cash provided by/(used in) operating activities                       (449,754)         (1,319,511)

CASH FLOWS FROM INVESTING ACTIVITIES:

Net cash provided by/(used in) investing activities
  Loan Receivable, principally related parties                                   -             801,656
  Purchase of property and equipment                                        33,502                   -
                                                                 ------------------  ------------------

Net cash provided by/(used in) investing activities                         33,502             801,656

CASH FLOWS FROM FINANCING ACTIVITIES:

Proceeds from:
  Notes payable, principally related parties                                     -             118,391
  Notes payable - affiliate                                                      -             203,318
  Notes payable - third parties                                            266,609                   -
  Investment proceeds                                                      143,623                   -
  Sales of common stock                                                          -             197,760
                                                                 ------------------  ------------------

Net cash provided by/(used in) financing activities                        410,232             519,469
                                                                 ------------------  ------------------

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

Cash and cash equivalents, end of period                         $              (0)  $           6,019
                                                                 ==================  ==================

SUPPLEMENTAL SCHEDULE OF NON CASH INVESTING AND FINANCING
ACTIVITIES:

  Issuance of shares for settlement of note payables                                         3,173,687

  Issuance of shares for settlement of liabilities                          87,625
</TABLE>

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


<PAGE>
                                       F-6

                            GSI TECHNOLOGIES USA INC.
                          NOTES TO FINANCIAL STATEMENTS
                            OCTOBER 31, 2002 AND 2001
                                    (Audited)

                                October 31st 2002

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.

The accompanying financial statements reflect GSI Technologies USA, Inc. is no
longer considered to be in the development stage. From inception (July 6, 1998)
through October 31, 2001, the Company was considered to be in the development
stage.

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


<PAGE>
     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 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.


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

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

               Computer  and  Other  Equipment                3

               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 23 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.


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


<PAGE>
     the weighted-average number of common shares outstanding during the period,
     and  diluted  earnings  (loss)  per  share,  which  is  based  on  the
     weighted-average  number  of  common  shares outstanding plus all potential
     dilutive common shares outstanding. Options and warrants are not considered
     in  calculating  diluted  earnings  (loss) per share since considering such
     items  would  have  an  anti-dilutive  effect.

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

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  supersedes  APB  Opinion  No.  16,  "Business Combinations" as well as
     Financial  Accounting  Standards  Board  Statement  of Financial Accounting
     Standards  No.  38,  "Accounting  for  Pre-acquisition  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
     acquisition. 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 supersedes APB Opinion No.
     17,  "Intangible Assets." 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. 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.


NOTE 3 - DETAILS OF FINANCIAL STATEMENT COMPONENTS

                                          October 31, 2002   October 31, 2001
                                          -----------------  -----------------

Property and Equipment:
Furniture and fixture                                38,934             38,934
Computer and other equipment                         10,581                  -
Leasehold improvements                               22,921              2,133
Less:  Accum depreciation & amortization              9,134              4,819
                                          -----------------  -----------------
       Property and equipment, net        $          63,302  $          36,248
                                          =================  =================


<PAGE>
Intangible  Assets:
     License  rights
     (Acquired  from  affiliate  and  recorded  at
     predecessor  basis  with  the  cost  over  such
     basis  recorded  as  a  dividend  to  affiliate).
     Accumulated  amortization                             (286,168)   (191,212)
                                                          ----------  ----------
                                                         $  188,611   $  283,567
                                                         ===========  ==========


NOTE  4  -  NOTE  PAYABLE

     On May 15, 2002 the Company signed a promissory note for $330,000. The term
     of  the  note is for 60 days and the rate of interest is prime plus 2%. The
     Company  also  agreed  to issue 2 million shares of Class B Common Stock to
     the  lender  as  part of the transaction. At October 31, 2002, the note had
     not  been paid back and the accrued interest totaled $4,837. As part of the
     agreement,  the  Company  will  issue  an  additional 1,000,000 shares as a
     default penalty. At October 31, 2002, the Company had not issued any shares
     related  to  this matter, but a shareholder of the Company has forwarded to
     the lender 1,114,000 shares as collateral for this transaction on behalf of
     the  Company.

NOTE  5  -  COMMITMENTS  AND  CONTIGENCIES

Investment  agreement
     On  September  10,  2002  the  Company entered into an investment agreement
     whereby  an  investment  group  will lend up to $300,000 from September 10,
     2002  through  February  1,  2003.  In  consideration for the proceeds, the
     Company  will issue on February 1, 2003, 6 million shares of Class B Common
     Stock, 2,000,000 options at an exercise price of $0.10 expiring January 31,
     2010  and  2,000,000  warrants  at  an  exercise price of $1.20 expiring on
     February  1,  2005.  At October 31, 2002, $143,623 had been invested in the
     Company.

Office  leases

     On September 1, 2002, the Company entered into a three year office lease
     for its Montreal office with monthly payments approximately $2,000.
     On October 1, 2002, the Company entered into a one year office lease for
     its U.S.A office with monthly payments approximately $1,000.
     The following is a schedule by years of future minimum rental payments
     required under operating leases that have initial or remaining non
     cancelable lease terms in excess of one year as of October 31, 2002:

               Year ending October 31:
               2003  -     35,000
               2004  -     24,000
               2005  -     20,000
               2006  -        -
               2007  -        - .
                        ---------
                        $  79,000
                        =========

Legal  Matters

     On October 8, 2002, the Company entered into a settlement and release
agreement with its landlord in its original downtown Montreal office whereby the
Company could cancel its lease with a one time payment of approximately $44,000.
This payment was made during October 2002.

     The Company has been involved in litigation for unpaid business taxes with
the City of Montreal. The litigation has been settled in the amount of
approximately $23,000 of which approximately $5,000 has been paid by October 31,
2002.

     In March 2002, a former Director and Officer along with another employee of
the Company have filed a civil action against the Company in the State of
Florida alleging unpaid wages and expense reimbursements totaling approximately


<PAGE>
$225,000. The Company has not retained legal counsel on this matter, but
believes this complaint is without merit.

Consulting  agreement
     On May 27, 2002, the Company entered into a consulting agreement with a non
affiliated individual. The agreement is for one year and the annual amount of
the agreement is approximately $100,000.00

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 $1,552,752
and  $2,589,345  for  the  twelve  months  ended  October  31,  2002  and  2001
respectively.  As  reported on the statement of cash flows, the Company incurred
negative  cash  flows  from  operating activities of $444,872 and $1,319,511 for
twelve months ended October 31, 2002 and 2001.  Continuation of the Company as a
going  concern  is  dependent  upon  obtaining  sufficient  working  capital for
its planned activity.  Additional capital and/or borrowings will be necessary in
order  for  the  Company to continue in existence until attaining and sustaining
profitable operations.  The Company is aggressively pursuing strategic alliances
which  will  bring  a  cash infusion, restructuring and forward looking business
plan.

NOTE  6  -  RELATED  PARTY  TRANSACTIONS

Loss on write off - Note receivable and advances to affiliate
     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.  At  October  31,  2002,  due to GSI
     Technologies  (3529363  Canada  Inc.) continued financial difficulties, the
     Company  wrote  off  the  remaining  balance  of  the receivable along with
     additional  advances  made  during  the  year  offset  by  a  payable  to a
     subsidiary wholly owned by GSI Technologies (3529363 Canada Inc.). The loss
     realized  in  the current year related to these items totaled approximately
     $1,146,000.

Legal  fees  to  Director's  firm
      During the course of the year the Company has retained legal services from
a firm in which a director of the Company, Marc Cote, is a partner.  The Company
incurred  $20,000  in  legal  fees  from  this  firm  in  the  current  year.

Promissory  note  to  Shareholder
     On March 6, 2002 the Company signed a promissory note with a shareholder in
which the shareholder advanced $20,000 to the Company during the year. At
October 31, 2002 the entire promissory amount of $20,000 had been paid back to
the shareholder.

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  carry  forwards,  because  of  uncertainty  regarding  its
realizability.

NOTE  8  -  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.


<PAGE>
NOTE 9 - 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.

     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 non vested stock is measured at
     the  market price of a share on the grant date. The pro-forma 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, 2002  Oct. 31, 2001
                                                                             -------------  -------------
<S>                                                                          <C>            <C>

Paragraph 47 (a)
     1.Beginning of year - outstanding
          i.number of options/warrants                                             308,333        308,333
          ii.weighted average exercise price                                          1.25           1.25
     2.End of year - outstanding
          i. number of options/warrants                                            308,333        308,333
                    ii. weighted average exercise price                                .25           1.25
     3.End of year - exercisable
                    i. number of options/warrants                                  308,333         08,333
                    ii. weighted average exercise price                                 25           1.25
     4.During the year - Granted
                    i. number of options/warrants                                        0              0
                    ii. weighted average exercise price                                  0              0
     5.During the year - Exercised
          i.number of options/warrants                                                   0              0
          ii.weighted average exercise price                                             0              0
     6.During the year - Forfeited
number of options/warrants                                                               0              0
weighted average exercise price                                                          0              0
     7.During the year - Expired

          i.number of options/warrants                                                   0              0

          ii.weighted average exercise price                                             0              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
</TABLE>


<PAGE>
NOTE 9 - WARRANTS AND OPTIONS (CONTINUED):

  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             39.00     51.00
  (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-$1.2
         (b)  Weighted-average  exercise  price                  1.25       1.25
       2.     Weighted-average remaining contractual            39.00      51.00
              life (in months)




                                             Year ended      Year ended
                                            Oct. 31, 2002    Oct.31,2001
                                           ---------------  -------------
       Net Income after pro-forma effect       (1,552,752)    (2,589,345)

Earnings per share after pro-forma effect  $        (0.06)  $      (0.12)


PART II  -  OTHER INFORMATION

ITEM 1.  OTHER INFORMATION
--------------------------

On February the 4th, 2002, we became delinquent for late filing of our annual
report 10-K. On March 5th, 2002, we were temporarily delisted from the OTCBB.

On March the 8th, 2002, we filed our annual 10-K report for period ending
October 31st 2001. Since then, we have filed all of our reports on time. We are
currently responding to all questions from market makers and SEC pursuant to the
filing of our 15 C2-11 in fall 2002. We anticipate obtaining approval from
regulator authorities shortly.

On May 2002, GSI entered into a loan agreement with private party Mr. Craig
Perry for a sum of $330,000.00 USD, at bearing interest of prime rate +2%.

In Fall 2002, GSI completed a loan agreement with a private investment
corporation for a bridge loan of $300,000.00 USD, which could become an equity
investment by spring 2003, conditional to due diligence and approval of
regulatory authorities. These funds were utilized to resolve pending issues with
payables under governance of a law firm.

On December 2002, GSI entered into a loan agreement with private individual for
an amount of $320,000.00 USD which could be converted into stocks subject to
approval of regulator authorities.

We are currently negotiating other strategic partnerships and potential equity
investments in our Corporation based on new administration vision and business
plan possibilities.

BOARD  STATUTE

Mr. Marc Cote has been a Director since October 23, 2000

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

On May 27, 2002, Mrs. Marie El-Ahmar Eid was nominated as a new board member.


<PAGE>
                                      F-17

                            GSI TECHNOLOGIES USA INC.
                          NOTES TO FINANCIAL STATEMENTS
                            OCTOBER 31, 2002 AND 2001
                                    (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: February 4, 2003             GSI  TECHNOLOGIES  USA  INC.






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


<PAGE>

CERTIFICATIONS

Each of the undersigned hereby certify that:

1.     I have reviewed this quarterly report on Form 10-KSB of
GSI Technologies USA, Inc.;

2.     Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact, or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report; and

3.     Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial position, results of operations, and cash flows of the
issuer as of, and for, the periods presented in this quarterly report.

4.     I am responsible for establishing and maintaining disclosure controls and
procedures for the issuer and have:

      (i)   Designed such disclosure controls and procedures to ensure that
            material information relating to the issuer is made known to me,
            particularly during the period in which the periodic reports are
            being prepared;

      (ii)  Evaluated the effectiveness of the issuer's disclosure controls and
            procedures as of October 31, 2002; and

      (iii) Presented in the report our conclusions about the effectiveness of
            the disclosure controls and procedures based on my evaluation as of
            the Evaluation Date;

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

      (i)   All significant deficiencies in the design or operation of internal
            controls which could adversely affect the issuer's ability to
            record, process, summarize and report financial data and have
            identified for the issuer's auditors any material weaknesses in
            internal controls; and

      (ii)  Any fraud, whether or not material, that involves management or
            other employees who have a significant role in the issuer's internal
            controls; and

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


Date:  February 4, 2003


Rene Arbic                               ____________________
Rene Arbic, CEO                          _______________, CFO



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