UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                   FORM 10-KSB


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

                   For the fiscal year ended October 31, 2003

                           Commission File No. 0-31229

                            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 $15,909.00.

The  aggregate  market value for the voting and non-voting common equity held by
non-affiliates can not be determined since there is no active trading market for
the  Registrant's  Common  equity.

The total number of shares of Class B Common Stock outstanding as of January 12,
2004  was  45,625,823.


<PAGE>
                                     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


DEVELOPMENT OF THE COMPANY

          In  July  1998  a  group  of investors, including a group of companies
controlled  by  Mr.  J.  Michel  de  Montigny,  purchased  control  of  I.B.C.
Corporation,  a  Delaware  publicly traded corporation.  In October of 1999, our
name  was  changed  to  GSI  Technologies  USA  Inc.

          Mr.  J.  Michel  de  Montigny  was  also  the  founder and controlling
shareholder  of  3529363 Canada Inc. (GSI Canada).   Mr. de Montigny was also an
executive  officer and director of GSI Canada and GSI Technologies USA Inc. (GSI
USA).

          GSI  Canada  had  developed  expertise  and  software  relating to the
management of digital display devices used as an advertising medium to reach the
out-of-home market.  The out-of-home advertising market refers to the attempt by
advertisers  to  have  their  messages  seen by people in the public forum.  For
example,  electronic  billboard  messages on buildings or in sporting arenas and
electronic signs on the top of taxicabs or the sides of busses and on bus stops.
The  idea  is  that  inasmuch  as  most people spend much of their day out their
houses,  the  traditional  format  of  reaching  people  in  their homes through
television,  radio  and magazine ads limits the advertisers reach to the limited
time  when  people  are  in  their  homes  and  using  these  mediums.  However,
out-of-home  advertising  is  not so limited and their messages can be broadcast
constantly and are virtually unavoidable by people out on the street.

          The  original  vision  was  for  GSI  Canada  to undertake the R&D and
develop the software and related technologies such as e-commerce and interactive
solutions  and  for  GSI  USA to exclusively market the products and provide the
services  such  as  managed  services,  integration  and  installation.  To that
extent,  in  October  1999,  GSI  USA  was granted an exclusive Master Licensing
Agreement, by GSI Canada, to market, sell and commercially exploit the knowledge
and  the  developed  software  owned  by  GSI  Canada.  The  software allows the
advertising  message  to  be  broadcast  to  any  number  of  display  screens
simultaneously  and allows the operator to change the message in near real time.

          In  2000  and  2001,  GSI USA made efforts to commercially exploit the
software  and  expertise  to  the  Out-of-  Home  advertising Industry with only
minimal  commercial  success  measured  by  the  limited number of licenses sold
during  this  period  of  time.

          On  April  18,  2001,  Mr.  de  Montigny resigned from his position as
Chairman  of  the Board of Directors of GSI USA and Mr. Rene Arbic was nominated
as  the  new  Chairman.

          In  May 2001, GSI Canada was placed under bankruptcy protection and on
August  15, 2001, GSI Canada began to restructure its operations by closing down
all  of  its  divisions  and  maintaining  strictly R&D personal and development
staff.  In February 2002, GSI Canada laid off the remainder of its R&D staff and
ceased  its  Research  and Development activities.  Thus, GSI USA lost access to
GSI


<PAGE>
Canada's  development  and  technical staff and knowledge base. However, GSI USA
gained  control of the intellectual property previously licensed from GSI Canada
pursuant  to  the  terms  of  the  Master Licensing Agreement, as amended. As of
January 2004, GSI Canada had not yet emerged from bankruptcy.

          On  September  7,  2001, Mr. de Montigny resigned from his position as
President  and  CEO  of  GSI  USA  for health reasons and the Board of Directors
nominated  Mr.  Rene Arbic  as  the  new  President  and  CEO  of  GSI  USA.

          In  the  period  from  January 2001 to October of 2001, due to lack of
funds,  GSI  USA  laid  off  its  entire  staff  except  for  its President/CEO.

          In  April  2002,  GSI  Canada  and GSI USA executed an Addendum to the
Master  License  Agreement  which granted GSI USA the right to sell and/or issue
licenses  for  the  use of MMP for 10 years.  This addendum superseded all other
obligations  contained  in  the Master License Agreement.  More importantly, the
addendum granted GSI USA the right to modify and further develop the source code
at  GSI  USA's  sole  discretion.  Any  such  developments made by GSI USA would
remain  the  property  of  the  GSI  USA.

          Throughout  2002  and  early  2003,  we attempted to find financing to
rebuild  our  infrastructure  and  develop  a new generation of products.  These
attempts  resulted  in  the  acquisition  of  both  debt and equity financing as
detailed  below in the MD&A section under the sub caption "Liquidity and Capital
Resources".  During  this  period,  we  were  also  able  to  negotiate  several
reductions  in  fixed expenses.  Most notably, we negotiated an early release of
our  leasing  obligations,  where we stand to save approximately $700,000 over 3
years.

          On  February 7, 2003, Mr. Rene Arbic resigned from his position as our
President  and  Chief  Executive Officer and on April 25, 2003, he resigned from
his  position  as  Chairman  of  the  Board.

          On  April  28, 2003, the Board of Directors appointed Mr. Craig Perry,
who is currently General Manager of InMetal and a shareholder of GSI USA, to the
Board  of  Directors.  Mr.  Perry  was  elected Chairman of the Board on May 20,
2003.  On  June 16, 2003, The Board of Directors appointed Mr. Gilles Addison to
the  position  of  President  and  Chief  Executive  Officer.

          On  June  9,  2003,  a  control block of GSI USA owned by Immobiliare,
Gestion  J.M.d.M and Totalcom Inc., all controlled by Mr. J. Michel de Montigny,
founder  and former CEO of GSI USA, was sold in a private transaction to 4136306
Canada  Inc.,  a  Canadian Investment corporation.  As a result, Mr. de Montigny
was  no  longer  an  officer,  director  or  control  shareholder  of  GSI  USA.


OUR  BUSINESS

          We operate within the overall Information and Communication Technology
(ICT)  field, offering software, hardware and related services to manage dynamic
and  efficient  communications  networks.  The  information  delivered  can  be
advertising  messages targeted to consumers while out of their homes or messages
of  more  general  interest  like  traffic  and  weather  information.

          We  offer  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 it is
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.

     INITIAL  PRODUCT  OFFERINGS

          We  initially  began  offering  products  and  services  for  sale  in
2000.  Our  product  offerings  at  that time included both software to manage a
digital signage network and related hardware such as


<PAGE>
installed  screens,  displays or kiosks. In addition, we also owned and operated
our  own  network  of digital signage kiosks. The software products were offered
pursuant  to  a  Master  License  agreement  with GSI Canada, the creator of the
initial  software,  Multi  Media Pack, or in short as MMP. The hardware products
were  purchased for resale from various brand name manufacturers on an as needed
basis.  The  Kiosk  products  were designed and built by GSI Canada. Our product
offerings  consisted  of  the  following  items:

     (1)Software   Digital Signage Network Management Software (the MMP software
                   licensed from GSI Canada)

     (2)Hardware   Player PC
                   Servers and Server Racks
                   Displays (plasma, LCD, LED or plain TV set)
                   Network Hardware (switch, routers, cables etc.)
     Kiosks        Custom Manufacturing


     INITIAL  SERVICES

     At  that  time we also offered value-added services such as the integration
of network services and the ability to deal with hardware suppliers to integrate
and  install computers and screens (plasma, LCD, LED or plain TV set).  In other
words,  if a client came to us with an idea about something he would like to do,
we  would  problem solve the matter and design an integrated solution, including
managed  services,  which  would  allow  the client to reach his goal.  In cases
where  clients  did  not  need any of our software or hardware products, we were
still  available to provide consulting services for operators to develop digital
signage  networks.      Our  services  offerings  consisted  of  the  following:

     Managed Services
             Application Service Provider
             Hosting
             Network Management and Monitoring
             Graphic Conversion
             Content Scheduling

     Integration and Installation
     Digital Signage Network Development


     CURRENT PRODUCT & SERVICES

     To  address  the changing market and technology landscape, in late 2002, we
initiated  a  comprehensive review of our position in the industry.  During this
exercise  we  drew  upon  the  collective  experiences of various individuals we
believed to be knowledgeable about the industry.  We concluded that, in order to
be  in the forefront of the industry, we would have to narrow our business focus
and  develop  an  entirely  new  software  package.

     As  part  of  our  comprehensive review, we decided to re-evaluate our core
product,  the MMP software, to which we acquired certain rights under the Master
Licensing  Agreement  and  its  addendum  with GSI Canada. We hired LTS Networks
Inc.,  a  local networking and software development firm, to perform a technical
review  of  the  software  code.  Their  report  recommended  that we rework the
architecture  of  the product to take advantage of the latest development tools,
database  tools  and networking technologies to ensure that the product would be
up  to  date  and  as  technically  advanced  as possible. If undertaken, it was
believed  that  our  new  product  would  also be well positioned for growth and
enhancement  in  the  future.


<PAGE>
     As  a  result of their report, we hired LTS Networks to build for us a next
generation product, based on our design, to offer to the Out-of-Home advertising
industry.  We  solicited  the assistance of Mr. de Montigny to leverage his past
experience  with  the  Advertising and Media industry to work with LTS to design
the  functional  requirements  for the new software. It was anticipated that the
new  software  would  differ  from the previous product in several key ways. The
programming  language  would  be different; the software design and architecture
would  be different; and the new product would pay close attention to standards,
such  as  the  Human  Interface  Guidelines  and Data Warehouse Standards. Human
Interface  Guidelines  are  a  set  of  Graphical User Interface design policies
dictated  by Microsoft that create a common application "feel", thereby reducing
the time required for a user to learn a new application. Data Warehousing is the
practice  of  keeping  a  copy of all transaction data. This transaction data is
specifically  structured  for  querying  and  reporting.

     We  proceeded  to  implement this project and the resulting newly developed
proprietary  software  product  was released on October 1, 2003.  The product is
being marketed under the name of Digital Media Logistics Suite, or DMLS.

     In  June  2003, we signed an agreement to purchase a 40% equity interest in
LTS  Networks  for  500,000 shares.  The closing of this purchase was contingent
upon  GSI USA meeting certain conditions, most notably the obligation to deliver
registered  shares.  On  January  9,  2004, we withdrew a registration statement
which  was  to  register,  among  other  things  shares for the LTS purchase and
consequently,  the  shareholders  of  LTS,  prior  to  closing,  cancelled  the
transaction, pursuant to clause 4(d) of the said agreement. Prior thereto, there
was  no  affiliation  between  us and LTS and the only relationship was that LTS
provided  us with software development services through Purchase Orders on an as
required  basis at standard market rates.  As a result of the cancellation, this
continues  to  be  our  arrangement  with  LTS.

     In  early  2003,  as a result of the re-evaluation of our core product, the
changing  market  and technology landscape as well as the review of our position
in  the  industry, we changed our Product and Services Offering.  Our main focus
will  now  be  to  develop  and  sell a network based digital signage management
software  solution.  We  will  also  offer  different  levels of Network Managed
Services  from  simple  hosting services to full network managed services. These
services  will  be  provided  from  time  to  time  by  LTS  Networks,  through
sub-contractual  agreement  on  a case by case basis, based upon each customer's
needs  and specific requirements.   We will also offer a purpose built commodity
PC  that  has  been  designed  and tested for maximum performance at a low cost.
This  product  will  be  marketed  as  DML  Messenger.

     We  will  also,  in  some  cases,  offer  some related hardware through our
agreement  with  Petters  Group  which provides for us to act as a non-exclusive
sales representative in the United States, Canada and Mexico in regards to their
new suite of Digital Displays Products, branded under the name of Polaroid.

     We  will no longer supply or manufacture kiosks or design/develop networks.
We  will  continue  to  leverage  our  market  knowledge  by providing strategic
consulting  services  for  operators  of  digital  signage  networks.

     Our current product offerings are:

     Software     Digital Signage Network Management Software (DMLS is
                  proprietary to GSI Technologies USA Inc.)
     Hardware     Player PC (DML Messenger)
                  Displays

     Our current services are:

     Managed Services
             Application Service Provider
             Hosting


<PAGE>
             Network Management and Monitoring
             Strategic consulting services

     We  also revised our pricing and licensing structure.  We will now sell and
distribute  our  new  software  product  on a per player software license basis.
This  is  a significant departure from our previous revenue model of territorial
licensing  as  we  believe it better reflects the standard pricing and licensing
model  for  our  industry.  This will make our solution more competitive because
our clients will more readily be able to compare our products' cost and value to
those  of  our  competitors.


THE TECHNOLOGY

     Since  2000, the industry has been working to solve deployment and business
issues  relating  to  the  operation  of  large scale commercial digital signage
networks.  These  issues  include  advertising effectiveness monitoring, display
device  reliability,  cost  and  capability  of  player software and the lack of
appropriate  software  solutions.

     Our  new  proprietary  software:  DMLS  is designed to meet the Out-of-Home
industry's business and operational needs in digital advertising.  The product's
development  was  based  on  the  perceived  needs  of  the  industry  following
discussions  with  potential  users  and  the  experience  of  our  management.

     DMLS  3.0  is  comprised  of  three  major component applications. They are
Digital  Media Server (DMS), Digital Media Administrator (DMA) and Digital Media
Player  (DMP).  They  are designed around the concept of providing network based
distribution  of  digital  images  for  advertising  and information on multiple
digital  display  devices.

     Based  on  extensive  integrated  testing  and current field deployment, we
believe  that  DMLS  will  provide  a robust commercial solution for the Digital
Signage industry enabling operators to manage large or small networks of digital
signs from a remote location with full capability to control the content and the
play  schedule  for each independent site.  Our products are built to operate on
many  platforms  and  can  adapt  to  any ICT infrastructure, such as Satellite,
Cable, or DSL.  Our systems are designed to manage media content in all standard
formats  for  video  files,  including  MPEG-2,  MPEG-4,  Flash  and  AVI.

DIGITAL MEDIA LOGISTICS SUITE (DMLS):

     DMLS  is  a  sophisticated,  secure  solution  for  dynamic digital signage
network  management  and  display.  DMLS  offers  dynamic scheduling and content
changes  through  its  component applications.  Designed to be scalable, secure,
extendable  and  flexible,  DMLS is platform independent and is designed to work
with  most  modern  databases  such  as  Oracle  or  Microsoft SQL Server.  DMLS
supports most common media file types (CODEC).  The Suite is designed to operate
on  Windows,  Linux  and  other  UNIX based systems.  DMLS is designed to manage
large multi-display networks all over the world from either a single or multiple
control  centers,  via the Internet, resulting in complete freedom of operation.

     DMLS is designed to operate in most common infrastructure environments that
a  company  may be working with and to handle commercial Out-of-Home advertising
and  communications' requirements.  The components applications of the suite are
as  follows:

     -    GSI  DIGITAL  MEDIA  ADMINISTRATOR  (DMA)

          DMA  is  a  simple  administration  tool  which allows users to easily
          manage  their  clients and campaigns for advertisements, infomercials,
          infotainment and other creative displays. Users can import their media
          display  statistics into whichever analysis tool they choose (Business
          Objects,  MicroStrategy,  Cognos,  Excel  reports, etc.) and study the
          effectiveness  of  their  digital  signage  campaign.


<PAGE>
     -    GSI  DIGITAL  MEDIA  PLAYER  (DMP)

          DMP  displays  scheduled  media  content to single or multiple display
          devices.

     -    GSI  DIGITAL  MEDIA  SERVER  (DMS)

          DMS  brokers  media  and  play schedules to single or multiple players
          either  standalone  or  across  any  network.

COMPETITION

     The advertising markets that we are entering are very competitive.  Some of
our  competitors  have  certain  advantages  including  substantially  greater
financial, technical and marketing resources; greater name recognition; and more
established  relationships  in  the industry and may utilize these advantages to
expand  their  product  offerings  more  quickly,  adapt  to  new  or  emerging
technologies  and  changes  in  customer  requirements  more quickly, and devote
greater  resources  to  the  marketing  and  sale  of  their  products.

     The  market  for  digital signage management software has existed for a few
years now but still remains somewhat small with few large-scale deployments that
we  are  aware off.  Poised to take off substantially in the late 90's and early
2000's,  it  suffered  a  setback  with  the  technology market downturn and the
reduction  in  technology  investment.

     As  such,  we  perceive  this  to  still be an emerging market with various
offerings  from  the companies involved in the field.  We estimate the number of
direct  competitors  at  around  thirty  (30) companies, most of them located in
North  America.  However,  several  of them are to be considered as integrators,
pulling  in  software and hardware solutions to meet their customers' deployment
requirements,  rather than software suppliers.  Under our old business model and
product/services  offering,  these  companies  would  have  been  considered
competitors;  however under our new business model and product/services offering
we  consider  them  potential  clients.

     In  the  field  of  software  developer/supplier,  our  in-house  marketing
research  has identified only a few companies involved solely or mainly with the
development  of  a  vertical market Digital Network Management Solutions.  These
companies  are:  SCALA,  FRED,  Advanced  Digital  Signage  (ADS),  Bluepoint
Technologies,  Digital eMedia and Navori.  We consider these companies to be our
direct  competitors.

     Barriers  to  entry in this field are not based solely on the capacity of a
group  of  software  designers  to  develop effective software but rather on the
knowledge of the market's needs.  Our strength resides in our 5 years experience
in  the advertising field, gained by virtue of continuous contact with customers
in  the  industry,  our management's experience and the relationships built over
the  years with industry players.  Based on this knowledge and comments from the
industry,  we  believe  we  are  capable  of  designing  a precise and efficient
solution  to  meet  the  needs  of  the operators of the digital signage network
industry.

     The markets for our proposed products are characterized by rapidly changing
technology and evolving industry standards.  Accordingly, our ability to compete
will depend upon our ability to continually enhance and improve our software and
our display products.  There can be no assurance that we will be able to compete
successfully,  that  competitors  will not develop technologies or products that
render  our  products  obsolete  or  less  marketable or that we will be able to
successfully  enhance  our  products  or  develop  new  products.

     GSI USA is positioned as the provider of one of the most cost-effective and
flexible  solutions  for  Digital  Signage  Network  deployment.  Unlike  most
competitors,  our  Digital  Media Logistics Suite 3.1 (DMLS 3.1) product closely
follows  the  workflow of the media buying/advertising industry. The application
also  enables  clients  to  enter  the  market  at  a low cost, allowing them to
seamlessly  migrate to more


<PAGE>
expensive  tools  as they grow. (e.g., they can deploy on Linux and Postgres SQL
and  later  migrate  to  products  like  Oracle  on  Solaris).

     GSI  USA  has  competitively positioned itself to provide the market with a
"high-end"  application  for  digital  signage  networks at a lower price point.

     Its  core  product Digital Media Logistics Suite 3.1 is designed to be more
versatile,  secure,  scalable and compatible then other industry-related devices
or  competing  products  on  the  market.  This  combination of top quality at a
competitive  price  was  achieved  due  to  the  innovative  approach  to
enterprise-scale  software  engineering  and  the  use  of  advanced development
techniques.


The unique competitive advantages of DMLS 3.1 are:

     -    It  can  be deployed on a number of platforms including Linux, Windows
          and  Unix,  thus  facilitating IT shops' learning curve and increasing
          comfort  levels;
     -    It was developed using Rapid Application Development methods, advanced
          design  patterns  and  architectural  best  practices, therefore it is
          easily  upgradeable  to  accommodate  the  latest  market  changes
     -    It can use most modern relational databases, once again making it easy
          to  deploy,  as  IT  shops can pick any database they feel comfortable
          with  (which  reduces  deployment  and  training time/costs, increases
          potential  client  base)
     -    It  uses  data  warehousing  standards,  which makes its data minable,
          adding  a  great  value  to  the  database
     -    It  can  be  easily  integrated  into most media planning, billing and
          accounting  software,  thereby further reducing costs and streamlining
          the  operation
     -    It  integrates  and  aggregates existing media formats, no proprietary
          formats  or  tools  are  required


THE DYNAMIC DIGITAL SIGNAGE (DDS) MARKET

     Based  upon  our knowledge of the industry, we believe the potential market
for  our  products  has  significant  opportunities  for growth. The advertising
industry,  for  example,  is currently challenged and is looking for new ways to
reach  consumers  more  effectively.

     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.  As  a result, TV does not reach the same
number  of in-home "viewers per day" as they used to.  Since in-home advertising
does  not  offer  the  same "viewers per day" reach, it has become strategically
imperative  for  advertisers  and advertising agencies to seek other Out-of-Home
possibilities  in  order  to  reach  more  viewers  everyday.

     We  have  been  active  in  the  field  of  digital signage since 1999.  In
addition  to  being  a  software  developer,  we were also involved initially in
network  integration  and  hardware supplies (full outdoor displays, also called
street  or  urban  furniture) and our founders' knowledge of the advertising and
broadcasting  markets  goes  back  a few more years.  Consequently, even without
hard  quantitative data concerning the actual market, our qualitative assessment
is  based on a good knowledge of the market based upon many years of experience.
We  also  believe  that  the coming months will allow us to support our analysis
with  additional  quantitative  information.

     Market  research in regards to advertising spending by category is expected
to  be  available  by  the end of 2003.  However, we believe we possess valuable
information  regarding  these matters since we still have strong links with some
of  the  world  leaders  in  the  industry  of  Out-of-Home  advertising.


<PAGE>
EXPERIENCE

     We have an available pool of knowledge and experience regarding the rapidly
evolving digital signage market. We have retained the services of the founder of
GSI  USA,  Mr.  Michel  de  Montigny,  to  act  as Product Manager and Sales and
Marketing  Director.  Mr.  de  Montigny has no written employment agreement with
GSI  USA.  Mr.  de  Montigny's  personal  knowledge  and  contacts  that  he has
developed  over  the  years  as well as his long experience in the marketing and
technology  fields  will  give  an  immediate  value  to  GSI  USA.

     In addition, GSI USA has in the past undertaken pilot testing in the field.
Between  1999  and  2001, we gained valuable field experience in serving digital
network  operators  through  various  pilot  projects, such as providing managed
services  for  the operation of a network consisting of 12 large electronic lamp
board  displays  for Pattison Group, a Canadian Out-of-Home network operator, in
several  Metropolitan  centers  in Canada, as well as a pilot network of 32 City
Columns  which  are  informational  kiosks  containing  one  or more screens for
advertising  purposes.  This  network consisted of a total of 96 screens located
in  the  common  space  of  Ivanhoe Shopping Malls located in Quebec and Eastern
Ontario,  Canada.  These networks were managed by GSI from a central location in
Montreal.  We  have  also  provided  software  solutions  to  Clear  Channel
International,  one  of  the  world's largest Out-of-Home network operators, for
various  projects.

      Extensive  experience  has  also  been  gained  in  cooperating with other
participants  in  these  projects  which  included  various  electronic  sign
manufacturers  and  companies  involved  in  controlling  interactivity  such as
Dacktronics,  Saco,  Smartvision,  Adtronics,  A.D.E.  and  Sony,  among others.


INTELLECTUAL PROPERTY

     We  have  developed  an  entirely new product as a result of R&D activities
over  the  past 9 months, the DMLS.  We own all of the intellectual property and
sales  rights  to  DMLS.  These  rights are governed and protected by applicable
copyright law.  We intend to take all reasonable and practical steps, within our
means,  to obtain patent and trademark protection for our Intellectual Property.
These  steps  will  be  taken  when we can meet the expenses of such protection.


SALES AND MARKETING STRATEGY

     Our low cost network management solution is designed to permit operators to
increase  profits  from  existing  advertising  networks  by  converting them to
digital  signage  networks.  Since  advertisers realize increased value from the
greater  message impact by using full-motion, full-color video instead of static
displays  and  since one screen can display many ads, network operators have the
potential  to  increase  revenues  and  profits  for  each  signage  location.

     Our  analysis  of  our  competitors'  pricing  as well as the fact that our
system  uses  low  cost  commodity  hardware  or "off the shelf" PCs rather than
expensive  high  end  custom  hardware,  leads  to  reduced capital costs.  This
reduction  of up front costs as well as reduced operational costs, realized from
a  reduced  need  for  manpower  to  operate  a network of screens across a wide
network,  will  allow  for  the  development  of  previously un-exploited market
segments.  For  example  a chain of retail stores that only requires a couple of
screens  per  location can now deploy a network nation wide with only one server
and  manage the network from one location rather than having server hardware and
administration  at  each location.  These markets have typically been overlooked
due to previously high entry costs which reduced the financial justification for
the  conversion  of  existing  static  display  networks  into  digital  signage
networks.  We believe the significantly reduced costs that our solution provides
for versus our competitors offering will reduce the efforts required to sell our
product  to  these  markets.

We have identified 3 primary target markets for our sales and marketing efforts.


<PAGE>
     1)   Out-of-Home  Media  Operators:  Operators  of Digital Networks in such
          -----------------------------
          locations  as  subways  and  train stations, airports, billboards, bus
          shelters,  etc.

     2)   Public  Information  and  Security  Communications:  Government
          --------------------------------------------------
          organizations  who  wish  to  broadcast  information  for  911  info,
          evacuation  plans,  Amber  Alerts, etc. in public buildings, strategic
          high  traffic  areas,  governmental  facilities,  etc.

     3)   Retail  Outlet  Operators: Large retail chains, department stores, gas
          -------------------------
          stations,  banks,  restaurants,  renovation  centers,  etc.

          The commonality of the three target markets rests upon the high number
of  eyeballs  (number  of  viewers  per  day)  and the ability for the networks'
operators  to  deliver informational and advertising content at key times of the
day  to  the  benefit  of  the  public.

          Sales  are expected to be accomplished through a combination of direct
sales,  trade  shows,  road  shows  and  general  marketing  efforts.

          Our  sales  and marketing strategy is based on pursuing and developing
relationships  with  key  players  in  the  industry.   In  order to execute the
strategy  as quickly and efficiently as possible, we intend to develop a network
of  regional  distributors  worldwide  by  the  end  of  2004.

          -    Installation  Contractors:  We  are  developing  a  value  added
               reseller  program for installation contractors. This program will
               provide  aggressive  discounts  to  installation  contractors  as
               incentive  to  offer  our products, along with their products and
               services,  to  their client base. The contractors are responsible
               for all sales and marketing costs associated with the sale of our
               products.  This  strategy will create significant market exposure
               for  our products while limiting direct sales and marketing cost.

          -    Digital  Signage Hardware Manufacturers: Strategic alliances with
               key  Digital  Signage  manufacturers  will  allow  our Company to
               develop  horizontal  business  markets.  These manufacturers sell
               their  products  to  companies  that are outside our core market.
               These  alliances  will  allow  us to develop sales outside of our
               core  Digital  Signage  business.

          -    Sales  agents:  Management  intends to create an aggressive sales
               agent  program  to  attract  highly  qualified  independent sales
               consultants.

          -    Out-of-Home  network  operators:  The  Out-of-Home  advertising
               industry  is  dominated  by  a  handful  of  large  network owner
               operators.  Our  DMLS software solution has been designed to meet
               their  business  needs.  It  is  designed  to  operate  networks
               consisting  of  thousands  of  display  units.



HUMAN  RESOURCES

     We  have  taken  recent steps to strengthen the senior management team, and
have  taken a cautious approach on expansion of salaried positions.  In order to
maintain flexibility and minimize overhead, the Company previously outsourced to
consultants  and  other  professionals  to provide the directly applicable skill
sets  required  for specific time periods, wherever possible and cost-effective.
A  new President and Chief Executive Officer, Mr. Gilles Addison, was hired with
a  one-year  professional  services  agreement.  We  continue to seek a suitable
corporate financial officer and are seeking additional sales and account support
people.  As of October 31, 2003, the Company had 6 full time staff members. They
occupy  positions  as  Operations,  Sales  and  Marketing, Business and Investor
Relations,  Administration  and  Reception.  The  President and CEO is part time
dedicating  approximately  one  week  a


<PAGE>
month  to  GSI's  business.  All  employees except the President and CEO, who is
directly  employed by GSI USA, were provided by way of a Services agreement with
our  then  partially owned affiliate LTS Networks Inc. As of November 1st, 2003,
five  employees were engaged directly by GSI Technologies in permanent full time
positions.  The  Services  contract  with  LTS  Networks  was canceled effective
October  31st, 2003. Except for Mr. Addison, all employees are at-will employees
without  any  contract. None of the employees are members of a union. We believe
our  relations  with  our  employees  are  excellent.


ITEM 2. DESCRIPTION OF PROPERTY

     In  September  2002,  we  moved  our  principal  business  office  to  400,
St-Jacques West, Suite 500, in the City of Montreal.  Our facilities are located
in  approximately  4,300  square  feet of leased office space in Montreal.   The
lease  expires  on  September  1,  2005  and  provides  for  an annual rental of
approximately  $44,000.

     On  October 1st, 2002, the Company entered into a one year office lease for
1,600  square feet of office-warehouse space in Plattsburg for its USA Office in
New  York  with an annual rental of approximately $12,000.  The lease expired on
September  30,  2003  and  was  not  renewed.


ITEM 3. LEGAL PROCEEDINGS

     During  the course of 2002 and 2003, as described in greater details in the
financial  notes,  we  settled  all the legal issues except for one, Mr. Jacques
Biron,  on  which  we  have  no  development  since  our  last  filing.


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  traded in the  over-the-counter  market on the "OTC Bulletin
Board"  under the symbol GSITB from September 13, 2000 until March 2002, when it
was  delisted  for late filing of our annual report for the period ended October
31, 2001.  The Company is now current with its filings and is trading on the OTC
Other  market.  Until  March  5,  2002, we have provided the closing bid and ask
prices  and  thereafter  the  closing  sales  prices.  These  quotations reflect
inter-dealer  prices,  without  retail markups, markdowns or commissions and may
not  represent  actual  transactions.

<TABLE>
<CAPTION>
                                        CLOSING BID  CLOSING ASK

                                         HIGH  LOW   HIGH  LOW
<S>                                      <C>   <C>   <C>   <C>
     Fiscal Year Ended October 31,2002
First Quarter                             .40   .07   .51  .11
Feb. 1- March 5, 2002                     .35   .09   .50  .20

                                              CLOSING SALES
                                               HIGH   LOW
March 6- April 30, 2002                         .45   .05
Third Quarter                                   .05   .05
Fourth Quarter                                 .001  .001


<PAGE>
     Fiscal Year Ended October 31, 2003
First Quarter                                  .001  .001
Second Quarter                                  .01  .001
Third Quarter                                  .001  .001
Fourth Quarter                                 .001  .001
</TABLE>



(b) RECENT SALES OF UNREGISTERED SECURITIES


     On  May  6,  2002,  GSI entered into an agreement with Wien Group, Inc. for
business  consulting  services valued at $20,000 which was paid by the delivery,
on  June  19,  2003,  of  200,000  shares  valued  at  $0.10  per  share.

     In September 2002, Sogepar SA, a European investment corporation, agreed to
invest  a total of $300,000 to be injected from September 2002 to February 2003.
The  investment  has  been  completed.  On  June  19,  2003, Sogepar SA received
6,000,000  shares  at  a  price  per  share  of  $0.05  plus  2,000,000 warrants
exercisable at a price of $0.10 and 2,000,000 warrants exercisable at a price of
$1.20.

     On  October  18,  2002,  La  Ferme  M.J.  Fillion Inc. invested $100,000 in
consideration  of  2,000,000 shares at a price of $0.05 per share.  On September
12,  2003,  La  Ferme  M.J.  Fillion Inc. invested another amount of $250,000 in
consideration  of  1,000,000  shares at a price per share of $0.25 and 1,000,000
warrants  at  a  price  of  $1.00  per  share.

     In  November  2002, Worldwide Business Consultants S.A., agreed to invest a
total  of  $125,000  to  be  injected  from November 2002 to February 2003.  The
investment has been completed.  On June 19, 2003, Worldwide Business Consultants
SA  received  2,500,000  shares  at  a  price  per share of $0.05 plus 2,000,000
warrants  exercisable  at  $0.05.

     In  March  2003,  First  Mercantile  Investments, Corp., agreed to invest a
total  of $200,000 to be injected from March 2003 to April 2003.  The investment
has  been  completed.  On  June  19,  2003,  First Mercantile Investments, Corp.
received  2,000,000  shares  at a price per share of $0.10 plus 500,000 warrants
exercisable  at a price of $0.10 per share and 500,000 warrants exercisable at a
price  of  $0.25  per  share.

     On  May  15, 2002, as described in greater details under Item 12, Mr. Craig
Perry  advanced  $330,000.00  to  the  Company.  This note has a term of 60 days
bearing  interest  at prime rate plus 2% and a collateral / late payment penalty
of  1,000,000 shares.   On March 28, 2003 the Company issued 1,000,000 shares to
Mr.  Perry  representing  the Collateral /late payment penalty on this note.  On
May  8,  2003,  Mr.  Perry  agreed to cancel his $351,000 payable note ($330,000
debt + 21,000 interest to date) and to invest a supplementary amount of $165,000
for  the  following  considerations:  2,000,000  shares  at a price per share of
$0.25  plus  500,000  warrants  exercisable  at  $0.25  and  516,000  warrants
exercisable at $1.00. Mr. Craig Perry became a Director on April 28, 2003.

     On  June  11,  2003,  we entered into a purchase agreement to acquire a 40%
stake  in LTS Networks Inc., the developer of our software for 500,000 shares of
our  common  stock.  On  January  10, 2004, due to our inability to deliver free
trade  shares to LTS, the shareholders of LTS cancelled the transaction prior to
closing  pursuant  to  clause  4(d)  of  the  said  agreement.

     On  June  19,  2003, GSI issued 1,336,800 shares to 4136306 Canada Inc. for
conversion  of  outstanding  promissory  notes  dated  June  2002.

     Except  for  the  investment  by  Mr. Perry and the issuance to Wien Group,
which  were  exempt  pursuant  to  Regulation  D,  Rule  506  as Mr. Perry is an
"accredited"  investor  and  Wien  Group  is a


<PAGE>
sophisticated  investor, the other issuances were all made to "non-U.S. Persons"
who  were  offshore at the origination of the buy order and without any directed
selling  efforts made in the US and were therefore exempt pursuant to Regulation
S.


(c)  ISSUANCE  OF  WARRANTS

     We  currently  have  9,016,000  warrants outstanding (excluding the 250,000
warrants  to  be  issued  to  our  CEO in June 2004), each of which entitles the
registered  holder  thereof to purchase, at any time until the close of business
on  various  dates  ranging  from  February 1, 2005 until February 28, 2010, one
share of Class B common stock at prices ranging from $0.05 to $1.20.  All of the
warrants  contain  provisions which protect the holders thereof against dilution
by  increasing  or decreasing the  amount  of  Shares  subject to the warrant as
necessary  to  protect  the  interests  of  the  holder,  generally, in the same
proportion  as  the  increase or decrease in additional shares of Class B Common
Stock  outstanding after such transaction, but all as determined by the Board of
Directors,  in  certain  events, such as stock dividends, stock splits, mergers,
sale  of  substantially all of our assets, and for other extraordinary events as
determined  by  the  Board.

(d) CANCELLATION OF CLASS A SHARES

None

(e) GRANT OF STOCK OPTIONS

     In  August  2000,  the  Board authorized a Long Term Stock Option Incentive
Plan  containing  5,500,000  shares  to  be  issued at the Board's discretion to
officers,  directors, employees and consultants.  The plan was not submitted for
shareholder approval.  None of the options were issued to management, all of the
options which were issued expired or were terminated without being exercised and
the  Board  terminated  the  plan  on  June  27,  2003.


ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS

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  Inc.  is  a Company that operates in the Information and
Communication  Information  Industry.  The  Company has developed a proprietary,
enterprise  scale,  Digital  Signage Network Management Software Solution called
Digital Media Logistics Suite.  The Company also offers various services related
to  the  management, operation and maintenance of large Digital Signage Networks
worldwide.

In  October  of 2003 GSI Technologies launched its flagship product, the Digital
Media  Logistics  Suite 3.1 (DMLS 3.1).  DMLS 3.1 resolves the challenges facing
adopters  of digital signage: price, security, compatibility and scalability. It
includes  features  that  save  considerable  deployment,  training  and


<PAGE>
maintenance  costs,  while  allowing smooth control of networks of any size. The
application  can  easily integrate into related workflows, such as media buying,
billing,  accounting,  contact  management,  etc.

The three components of the Suite: the DML Administrator, the DML Server and the
DML  Player  are  built to run on multiple platforms, (Windows, Linux and Unix),
thus  giving  operators  maximum  flexibility when deploying networks of digital
signs.  The  DMLS Player uses standard media formats, which enables operators to
source  content  from  most  graphic  shops.

The  application  is  built  to  deliver  customized  content  to refined target
audiences  at  designated  time slots, depending on regional or local interests,
demographics  and  buying  patterns.  It  allows  operators  to  create 'captive
audience  networks',  which are of great value to advertising agencies and media
buyers.

To  further  lower  customer costs, GSI Technologies offers hosting and 'managed
services'.  This  option  means  that GSI Technologies can handle the customer's
back-end administration, as well as managing media files and ad scheduling, at a
low  monthly  fee.  Using the 'managed services' alternative permits GSI clients
to  focus  on  their  core business: selling advertising space on their network.


RESULTS  FROM  OPERATIONS

During  the  fiscal  year  from  November  1,  2002 to October 31, 2003, GSI USA
incurred  a loss of $1,298,795 or $0.04 per share versus a loss of $1,716,473 or
$0.07  per  share  in the same period in the prior year.   The current year loss
can  be  attributed to limited revenue generated due to the Company focusing its
resources  on  developing its new generation of products, as well as major costs
incurred  for  software  development,  consulting,  loss  for  impairment  of  a
licensing  agreement and other selling, general and administrative expenses. The
Company incurred approximately $435,000 in software development costs to produce
its  new  software.  The loss on the licensing agreement, due to its impairment,
approximated  $141,000  and  was pursuant to a Master License agreement with GSI
Canada,  the  creator  of the initial software, Multi Media Pack.  The licensing
agreement  was  considered  impaired since the Multi Media Pack was developed on
out  of  date  platforms  and  was  unsupportable.


REVENUES

$15,909  in revenue was recognized during the current fiscal year versus $23,750
for the same period in the prior year.  Current year revenues were primarily for
services  provided  in maintaining and modifying the existing sub-licensed Multi
Media  Pack  software.  Current  year  revenue  did not include any revenue from
sub-licenses  since  the  Company's  initial  software,  Multi  Media  Pack, was
considered  impaired  since  the  Multi  Media Pack was developed on out of date
platforms  and  was unsupportable.   Prior year 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 licensing rights for the territory of London,
England,  Nantes,  France  and  a  sub-license  sold  to  GSI Technologies ("GSI
Canada")  giving  it  licensing  rights  for  the  territory  of  Canada.


OPERATING  EXPENSES

During  the  current  fiscal year ended October 31st, 2003, GSI USA has incurred
$1,262,601  in  operating  expenses versus $559,386 for the same period in 2002.
The  increase  is  attributable  primarily to approximately $435,000 in software
development  costs  to  produce  the  Company's  network  based  digital signage
management  software  solution  along  with consulting fees increasing year over
year  by  approximately $179,000 and a write off on the licensing agreement, due
to  its  impairment,  of  approximately  $141,000  pursuant  to a Master License
agreement  with  GSI  Canada,  the  creator of the initial software, Multi Media
Pack.


<PAGE>
OTHER  INCOME

During  the  current  fiscal  year  ending  October 31st, 2003, $41,432 in other
expenses  were  realized  compared  to $1,170,202 of other expenses in the prior
year.   Current  year amounts are entirely composed of related party interest on
notes  payable.  Prior  year  amounts  are composed of related party interest on
notes  payable  along with at October 31, 2002, due to GSI Technologies (3529363
Canada  Inc.)  continued  financial  difficulties,  the  Company  wrote  off the
remaining  balance  of the receivable of $1,691,147 offset by a $545,355 payable
to  a  subsidiary  wholly  owned by GSI Technologies (3529363 Canada Inc.).  The
loss  realized  in  the  prior  year  related to these items totaled $1,145,792.


LIQUIDITY  AND  CAPITAL  RESOURCES

At  October 31, 2003 GSI USA had $13,349 in cash compared to zero at October 31,
2002.  Cash used in operating activities during the year ending October 31, 2003
was  $1,260,462,  which  was  mainly  attributable  to  the  net  cash loss from
operations of $1,014,475 plus changes in net operating assets and liabilities of
$245,986.

Cash  used  by  investing  activities  during  the current year are comprised of
purchases  of  property and equipment totaling $143,669.  Cash used by investing
activities  during  the  prior  year  totaled  $163,705  and  reflect additional
short-term loans to GSI Canada in the amount of $130,203 along with purchases of
property  and  equipment  totaling  $33,502.

Cash  provided  from  financing activities during the current year of $1,417,479
include  borrowing through note payables totaling $422,958and the sale of common
stock  through  totaling  $994,521.

On December 18, 2002, the Company signed a 11% promissory note for approximately
$290,980  USD  with  an  unrelated  party.

On  June  19,  2003 the Company signed a 1 year promissory note for $100,000 USD
with  an  unrelated  party.  The note bears interest of prime plus 2 percent and
the  term is one year.  The Company has received $81,978 at October 31, 2003. On
October  23,  2003  the  Company signed a 1 year promissory note for $50,000 USD
with  Craig Perry,a shareholder and director of the Company. The note also bears
interest  of  prime  plus  2  percent  and  the  term  is  one  year.

On  September  10, 2002 the Company entered into an investment agreement whereby
an investment group would advance up to $300,000 from September 10, 2002 through
February 1, 2003.  In consideration for the proceeds, the Company would issue on
February 1, 2003, 6 million shares of Class B Common Stock, 2,000,000 options at
an  exercise  price of $0.10 expiring January 31, 2010 and 2,000,000 warrants at
an  exercise  price of $1.20 expiring on February 1, 2005.  At October 31, 2002,
$143,623  had  been  advanced  to  the  Company.  At  April 30, 2003, a total of
$300,000  had been advanced to the Company.  On June 19, 2003 the Company issued
6  million  shares of Class B Common Stock, 2 million warrants exercisable $0.10
and  2  million  warrants exercisable at $1.20 to settle the investment proceeds
liability  of  $300,000.

In  November  2002,  the Company entered into an investment agreement whereby an
additional  investment  group  will  advance  up  to $125,000 from November 2002
through  February  2003.  In  consideration  for the proceeds, the Company would
issue on February 1, 2003, 2.5 million shares of Class B Common Stock, 2,000,000
options  at  an  exercise  price of $0.050 expiring January 31, 2010. During the
three  month period ending April 30, 2003 advances of $62,651 had been received.
From  May  1,  2003  to June 19, 2003 advances of $62,349 had been received.  On
June  19, 2003 the Company issued 2.5 million shares of Class B Common Stock and
2  million  warrants  to  settle  the investment proceeds liability of $125,000.

In  March 2003, the Company entered into an investment agreement whereby a third
investment group will advance up to $200,000 from March 2003 through April 2003.
In  consideration  for  the proceeds, the


<PAGE>
Company  would  issue on June 1, 2003, 2 million shares of Class B Common Stock,
500,000 options at an exercise price of $0.10 and 500,000 options at an exercise
price  of  $0.25  expiring  January  31, 2010. From May 1, 2003 to June 19, 2003
advances  of  $200,000  had been received. On June 19, 2003 the Company issued 2
million  shares  of  Class  B  Common Stock and 1 million warrants to settle the
investment  proceeds  liability  of  $200,000.

We  do  not believe the matters discussed above are indicative of future results
due  to the fact that in the past the Company has been focusing its resources on
developing  its  new  generation  of products.  We have just recently focused on
creation  of sales and delivery of products.  The Company has currently accepted
purchase  orders  and  has delivered some product and anticipates delivering the
balance  of  the  orders.  Further to this, through the sale and delivery of the
Company's  annual  support  fee and hosting and managed services subscriptions a
recurring  revenue  stream  is  being  generated. These variables will allow the
Company  to generate sales and cash from operations, which will, in turn, negate
future  financing  needs  for  the  Company.

In  his audit opinion for our 2002 financial statements, our auditor expressed a
substantial  doubt  about our ability to continue as a going concern. We believe
additional funding requirements of $1.5 million are necessary to avoid a similar
going  concern  opinion  in  the  future.  Currently  our monthly "burn rate" is
approximately  $95,000  per  month  which  includes  R&D expenses of $55,000. We
believe  our  monthly  "burn  rate"  will increase to approximately $125,000 per
month.  This  increased  amount  will  include  R&D  expenses  increasing  to
approximately $70,000 per month, marketing expenses of approximately $20,000 per
month,  salaries  of  approximately  $20,000  per  month  and  general  and
administrative  of  approximately  $15,000 per month. We believe that we will be
able  to survive for the next 12 months based upon our cash on hand, our ability
to raise funds and the commencement of revenue generation from our new software.
Our  cash on hand at October 31, 2003 is approximately $14,800. The Company sold
145  licenses in first fiscal quarter of 2004. Our operating plan for the fiscal
year  ending October 31, 2004 assumes the sale of 3000 software licenses at $590
each.  These  sales  numbers from our operating plan do not reflect actual sales
but rather management's projections based on discussions with potential clients.
There  is  no guarantee that any of these sales will materialize. If these sales
do  materialize then they will generate revenue and cash flow to the company. If
they do not materialize additional capital and/or borrowings may be necessary in
order  for  the  Company to continue in existence until attaining and sustaining
profitable  operations.  The Company has available the option to seek additional
funds  from current shareholders through borrowings or equity financing. None of
the  shareholders  are obligated to provide additional financing nor have any of
them  committed to making any additional investment. Management has continued to
develop  a  strategic  plan  to  develop  a  management team, maintain reporting
compliance  and  seek new markets for our core technology from which our current
product,  Digital  Media  Logistics  Suite,  was  derived.


DISCUSSION  AND  ANALYSIS

     During  the  course  of  2002, we took extraordinary measures to reduce our
costs  in an effort to remain a viable business.  For example, we terminated all
of  our  employees  except  for our President and CEO; we leased new offices and
reduced  our monthly from $20,000 to $2,000; and we did not renew any employment
contracts  and  negotiated  our  way  out  of  existing  consulting  contracts.

     On May 15, 2002, the Company entered into a 60-day term loan agreement with
Mr.  Craig  Perry,  allowing  us  to  resolve most of the then pending financial
issues such as rent, consulting fees, suppliers' bills, payroll etc. and thus we
reduce  our payables considerably by end of October 2002.  In the same period of
time,  we continued to investigate the possibility of transforming certain loans
and  liabilities into equity, creating new partnerships and raising new capital.
As  a result, from May 2002 through May 2003, we raised almost $1,000,000 in new
equity  by  private placement. We also converted the above mentioned 60-day term
loan of $330,000 to equity and we raised an additional $300,000 debt by way of a
convertible  debenture.


<PAGE>
     As  described  in  greater detail above under Business, we made a strategic
decision  to change the focus of our business and concentrate on the development
and  then  sale  of  our own proprietary digital signage software, DMLS.  In the
current fiscal year we spent $435,000 on Research and Development as compared to
nothing in all of fiscal 2002.  The focus of the Research and Development was to
resolve issues primarily in the area of the software's ability to scale, network
security,  stability  and  robustness  and  workflow.

     The  market for our DMLS product continues to present a mixed picture.  The
primary  issue  has  been  the overall slow economic climate in our major market
areas  of  Canada,  the USA and Europe.  Budgets for digital media products have
suffered  from  the  overall economic conditions as well as generally reduced IT
spending  across  the  board.  As  such,  we have assumed a cautious approach to
develop  a  cost-effective solution, by concentrating on core functionality, and
to  exploit  the areas of clearest opportunity.  From discussions with potential
clients  and  other  players  in  the  industry,  we  believe there are signs of
recovery in the advertising market as a whole and more specifically, the digital
signage  market.  We  believe  that  this  recovery  will  lead  to  increase
opportunities for the sale of our products and services which, if it eventuates,
should  lead  to  increased revenues which in turn should improve our liquidity.

     On  April  14,  2003,  we  signed a special agreement with MCSi, a publicly
traded  corporation  specialized  in  Technology  Integration,  whereby  we have
committed  to  supply  to MCSi our DMLS software at a discounted price.  In this
agreement,  GSI  guaranteed  the discounted price based on 12,500 units.  If the
total  of  licenses were to be above 12,500, the price per license would then be
subject  to  negotiation  based on the regular market price charged by GSI.  The
agreement  is valid for a term of 24 months.  MCSI has no obligation to purchase
any  of  the  licenses.

     In  August,  2003,  we  signed  a  one  year renewable Sales Representative
agreement  with  Petters  Group  LLC.  The agreement provides for us to act as a
non-exclusive  sales  representative  in the United States, Canada and Mexico in
regards  to their new suite of Digital Displays Products, branded under the name
of  Polaroid.

     We  have  on hand Purchase Orders for 672 Licenses of our DMP Software at a
price  of  $590.00  each  plus 15% per annum support fee.  From November 2003 to
January  2004,  145  of  these  were converted to irrevocable contracts and were
delivered.  There is no guarantee that the balance of these Purchase Orders will
be  converted  into  irrevocable  contracts  and  delivered.

     We  have  on  hand Purchase Orders for 672 Units of our DML Messenger at an
average  price  of  $1,065.00  each.  From  November 2003 to January 2004, 45 of
these  were  converted to irrevocable contracts and were delivered.  There is no
guarantee  that  the  balance  of  these  Purchase Orders will be converted into
irrevocable  contracts  and  delivered.

     We have on hand irrevocable contracts for 143 one-year subscriptions to our
Hosting  and  Managed  Services  Program at an average price of $65.00 per month
each.

     On  June  23,  2002,  we  completed  an  Agreement with SN Entertainment, a
company  specialized in Internet market content.  The agreement called for us to
install  a  network  of  full  motion  video plasma screens in approximately 200
preferred  locations  in  the  United  States.   However,  based  on a letter we
received  from  the President and CEO of SN Entertainment on June 2, 2003, SN no
longer  intends  to participate in the digital signage industry and therefore we
terminated  the agreement and expect no revenue from this agreement.   We do not
believe  that  this  will  have  any  impact  on our operating plan or financial
condition  because  SN  transferred the concept to a new corporation called ODBN
which  has  subsequently  become  a  client  of  GSI.

     In  May  2003,  we  initiated  negotiations  with  Arcanes  Technologies, a
France-based  corporation  to  act  as sales agent to distribute our new line of
products  in  France.  The Company has been unable to conclude an Agreement with
Arcanes  Technologies  and  no  longer  plans  to  pursue  this  opportunity.


<PAGE>
     In  May  2003,  we  received  a  Letter  Of Intent from TSA, a France-based
corporation, specialized in Network Integration and Satellite Transmission which
proposes that TSA act as the installation contractor and the service corporation
for  our  European  based customers.  The Company has been unable to conclude an
Agreement with TSA and no longer plans to pursue this opportunity.

     The  marketing  plan for the current fiscal year was based primarily on our
management  and  sales  team concentrating on existing opportunities and current
contract  negotiations.

     On  July  1,  2003,  we  filed a registration statement on Form SB-2.  This
registration statement was intended to register shares issued to LTS and certain
other shareholders.  On January 9, 2004, pursuant to Rule 477(C) we withdrew the
SB-2.  The  reason  we  withdrew  the  registration  statement is so that we can
explore the possibility of raising funds and because through the passage of time
many  of  the shares which were included in the SB-2 are now eligible for resale
pursuant to Rule 144 and as such the SB-2 is no longer necessary.


ITEM 7. FINANCIAL STATEMENTS

Attached is Appendix A containing the following information:

- Independent Auditor's Report
- Balance Sheets as of October 31st, 2003 and 2002
- Statements of Operations for the years ended October 31st, 2003 and 2002.
- Statements of Stockholders' Equity (Deficiency) for the years ended October
  31st, 2003 and 2002.
- Statements of Cash Flows for the years ended October 31st, 2003 and 2002.
- Notes to Financial Statements

ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

Not applicable.

PART III

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
WITH SECTION 16(a) OF THE EXCHANGE ACT:

(a) Directors and Officers.


     Our officers and directors are as follows:

Name                    Age      Position
----                    ---      --------
Gilles Addison          63       President & CEO
Marie El-Ahmar Eid      41       Director, Secretary, Business
                                 Development & Investor Relations
                                 Director
Craig Perry             46       Director and Chairman
Marc Cote, LLB          42       Director

     GILLES  ADDISON

     Mr.  Addison is a senior executive with more than 30 years of experience in
marketing, financial management, administration and human resources for national
and  international  companies.  From  1972  to  1979  he worked for the Citicorp
Leasing Canada LTD as a Corporate Lending Officer, promoting business with major
Canadian  Corporations  and  Government agencies.  In 1979 he became a Corporate
Manager  for  National  Bank  Corporate  Leasing.  From  1983 to 1994 he was the
President  and CEO of


<PAGE>
Fimacor International, a financial services company. From 1994 to present, he is
the  Executive  Vice-President  of  EXA  Systems  Inc.,  responsible  for sales,
marketing  and  finance.  He became President & CEO of the GSI on June 11, 2003.

     MARIE  EL-AHMAR  EID

     Mrs.  Eid  graduated  from  Lebanese  University  in  Management of Network
Technologies  in  1983.  She occupied multiple functions at the National Bank of
Canada  from  1993 to 1999.  In 1999, she was hired by GSI Technologies USA Inc.
as  an Executive Assistant to the CEO.  In 2001, she was Human Resources Manager
and  Business Development Manager.  In 2003, she became Business Development and
Investor  Relations  Director.  She  became  a  Board  Member  on  May 27, 2002.

     CRAIG  PERRY

     In 1979, Mr. Perry received a Bachelor of Science in Mechanical Engineering
from  the  Massachusetts  Institute  of  Technology.  In 1982, he graduated from
University  of  California,  Berkeley  with  a  Masters  degree  of  Business
Administration.  Mr.  Perry  has  been involved in inMetal (a 60 year-old family
business)  since  the  early  1970's.  He  worked  there  in  various capacities
throughout  college and graduate school.  In 1985, Mr. Perry assumed the role of
chief  executive  officer and has led the company ever since.  InMetal is one of
New  England's  leading  providers  of  precision  sheet  metal  fabrication and
assembly  services and currently employs 90 employees.  Mr. Perry became a Board
Member  on  April  28,  2003.

     MARC  COTE

     Mr.  Cote graduated in civil law from the University of Ottawa and has been
a  member  of  the Quebec Bar since 1985.  Mr. Cote has been a senior partner in
the  Montreal  law  firm  of  Labelle  Boudreault  Cote &  Ass. since 1990.  He
currently  specializes  in  the area of commercial law.  Mr. Cote became a Board
Member  in  October  2000.


EXECUTIVE  ADVISORY  BOARD

     In  June 2003, GSI Board of Directors appointed an Executive Advisory Board
to  manage and build the value of the Corporation on a day to day basis with the
input  of  experienced  individuals in various fields of activities.  We believe
GSI will grow in a team environment and deliver positive results to the benefits
of  our  shareholders.  The Executive Advisory Board will report to the Board of
Directors through the CEO, Mr. Addison.  GSI's management is seeking to identify
a Chief Financial Officer who will suit our needs. For further information about
the  Executive  Advisory  Board  members  please  refer to our last 10-Q for the
period  ending  July  31st  2003


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

Based  on  a  review  of the Company's records it does not appear that Worldwide
Business  Consultants  SA,  Sogepar SA, First Mercantile Investments Corp. or La
Ferme  M.J.  Fillion  have  filed  a  Form  3.


ITEM 10. EXECUTIVE COMPENSATION

The  following table shows for the last three fiscal years, compensation awarded
or  paid  to, or earned by, the Company's President and Chief Executive Officer.


<PAGE>
<TABLE>
<CAPTION>
                                                                    Long Term
                                       Annual Compensation      Compensation Awards
                                                                    Securities
                                                                    Underlying
Name and Principal Position       Year        Salary ($)  Bonus ($)  Warrants
<S>                              <C>          <C>         <C>        <C>
Gilles Addison, President & CEO  2003(1)           0                 250,000

Rene Arbic, President & CEO      2003(2)      26,500

                                 2002(3)      16,129
                                 2001(4)           0
<FN>

(1)  On June 16, 2003, the Company hired Mr. Gilles Addison as President and CEO
     with  a one year professional services agreement. The agreement states that
     Mr.  Addison  will be compensated by receiving 250,000 warrants exercisable
     at  $0.10  per  share,  at  the end of the period covered by his agreement.

(2)  Mr.  Arbic resigned in February 7, 2003. During fiscal year 2003, Mr. Arbic
     earned  approximately  $26,500.  This  amount reflects three worked months.

(3)  During  fiscal  year  2002, Mr. Arbic was paid $16,129 in salary. Mr. Arbic
     also  advanced,  on  behalf  of  the  Company,  $38,995.55 to cover several
     Company's  expenses.  Mr.  Arbic  agreed  and  received  400,000  shares in
     settlement  of  the  advances  and these shares were issued on November 22,
     2001.

(4)  Mr.  Arbic  was  hired  at  the  beginning of September 2001 and his salary
     commenced  on  November  2001.
</TABLE>



OPTION GRANTS IN LAST FISCAL YEAR

None

AGGREGATED FISCAL YEAR-END OPTION VALUES

None.



ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The  following  table sets forth, as of December 31, 2003, information regarding
the  beneficial ownership of our Class B common stock based upon the most recent
information  available  to  us  for

          -    each  person  known by us to own beneficially more than five (5%)
               percent  of  our  outstanding  common  stock,

          -    each  of  our  executive  officers  and  directors,  and

          -    all  of  our  executive  officers  and  directors  as  a  group.

Each  stockholder's  address  is  c/o GSI Technologies USA Inc., 400, St-Jacques
West,  Suite  500,  Montreal,  Quebec,  CANADA,  H2Y  1S1.


<PAGE>
                                       Number of
                                       Shares Owned

Name                                   Beneficially   % of Total
----                                   -------------------------

Marie El-Ahmar Eid                        12,764          *
Craig Perry                           6,016,000 (1)       13.1
Sogepar SA                            10,000,000 (2)      20.5
Worldwide Business Consultants S.A.   4,500,000 (3)        9.6
First Mercantile Investments, Corp.   3,000,000 (4)        6.5
4136306 Canada Inc.                     8,034,724         17.9
La Ferme M.J. Fillion Inc. (4)          4,000,000          8.7

All Officers and Directors
as a Group (2 persons)                6,028,764 (1)       13.1
---------------
*  less  than  1%

(1)  includes 1,016,000 currently exercisable warrants
(2)  includes 4,000,000 currently exercisable warrants
(3)  includes 2,000,000 currently exercisable warrants
(4)  includes 1,000,000 currently exercisable warrants


ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

     From November 01, 1999 through October 31, 2001, the Company advanced funds
     to  3529363  Canada  Inc. (GSI Canada) in exchange for a promissory note 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 Canada was $1,560,944 including interest
     and  a  write down of the receivable of approximately $1,034,000 due to GSI
     Canada  approval  from  the  Quebec  Superior  courts  ratification  of
     reorganization on October 9, 2001. During the fiscal year ended October 31,
     2002,  the  Company made additional advances on behalf of GSI Canada to its
     bankruptcy  trustee  and  CIBC,  a  financial  institution in the amount of
     $130,203.  At  October  31,  2002,  due  to  GSI Canada continued financial
     difficulties, the Company wrote off the remaining balance of the receivable
     of  $1,691,147 offset by a $545,355 payable to High Tech Neon, a subsidiary
     wholly  owned  by GSI Canada. The loss realized in the current year related
     to  these  items  totaled  $1,145,792.

     On May 15, 2002 the Company signed a promissory note for $330,000. The term
     of the note was for 60 days and the rate of interest was prime plus 2%. The
     Company  also  agreed  to issue 2 million shares of Class B Common Stock to
     the  lender  as  part  of  the  transaction as an origination fee which was
     valued  at  .05  per  share  totaling $100,000. Totalcom and 3633632 Canada
     Inc., shareholders of the Company, forwarded to the lender 1,114,000 shares
     for  this transaction on behalf of the Company, since the Company wanted to
     avoid  further  dilution,  thereby  assigning  55.7%  ($55,700)  of  the
     origination  fee  liability  from the lender to Totalcom and 3633632 Canada
     Inc.  Another  shareholder  of  the Company, 9035-2899 Quebec Inc. directly
     forwarded  to  the  lender 886,000 shares for this transaction on behalf of
     the  Company  since  the  Company  wanted to avoid further dilution thereby
     assigning  44.3%  (44,300) of the origination fee liability from the lender
     to  the shareholder. On June 21, 2002 the Company agreed to issue 1,114,000
     shares to Totalcom and 3633632 Canada Inc. due to the fact that the Company
     did  not  have  the available funds to pay the origination fee liability in
     cash  as well as issuing an additional 222,800 for their assistance in this
     matter  which  was  agreed  upon  by  the shareholders and the Company. The
     arrangement  was  for  the Totalcom and 3633632 Canada Inc to receive a 20%
     premium  on  their  original transferred number of shares. The 222,800 were
     valued  at  .05 per share totaling $11,140 and reflected as interest in the
     October  31,  2002 financial statements. At October 31, 2002, no shares had
     been issued to the shareholder and


<PAGE>
     the  origination fee liability of $55,700 as well as the additional $11,400
     in  accrued  interest  remained reflected as liabilities in the October 31,
     2002  financial  statements.  On  June  21,  2002 the Company and the other
     shareholder who forwarded 886,000 shares to the lender agreed that he would
     not  receive  any shares from the Company for his assistance in the matter.
     The  Company  reflected  this  as  relieving  the  balance  of  the accrued
     origination  fee  liability with an offset to Paid in Capital in the amount
     of  $44,300  in  the  October 31, 2002 financial statements. At October 31,
     2002,  the  note  had  not  been paid back and the accrued interest totaled
     $4,837.  On  July  15,  2002  the  note  was  in default and as part of the
     agreement,  the  Company  would issue an additional 1,000,000 shares to the
     lender  as  a  default penalty valued at .05 per share totaling $50,000. At
     October  31, 2002, the Company had not issued any shares related to default
     penalty. The default penalty amounts have been accrued and reflected in the
     October  31,  2002  financial  statements.  On  March 28, 2003, the Company
     issued 1 million shares in settlement of the default penalty to the lender.
     In  May  2003  the  Company  received  an additional $163,144 in investment
     proceeds and issued 2 million shares, 500,000 warrants exercisable at $0.25
     and  516,000 warrants exercisable at $1.00 for settlement of the additional
     proceeds  of  $163,144 as well as the original principal amount of $330,000
     and  accrued  interest  of  $15,808 totaling $345,808. On June 19, 2003 the
     Company  issued  1,336,800  shares  to  Totalcom  and 3633632 Canada Inc to
     settle the accrued origination fee liability and interest totaling $67,100.

     During the course of the fiscal years ending October 31, 2003 and 2002, the
     Company  retained  legal  services  from  a firm in which a director of the
     Company,  Marc  Cote,  is  a  partner.  The  Company incurred approximately
     $24,000  in  legal fees from this firm during fiscal year 2002. The Company
     incurred  approximately $28,800 in legal fees from this firm for the fiscal
     year  2003.

     On  December  1st,  2002,  we  entered  into  leasing  agreements  with our
     shareholder  Worldwide  Business  Consultants S.A. for our Montreal Office.
     The leases expire on September 1, 2005 and provides for an annual rental of
     approximately  $44,000.  We  believe that the rental rate represents a fair
     rental  value.

     On  June  11,  2003,  we entered into a purchase agreement to acquire a 40%
     stake  in  LTS  Networks  Inc.,  the developer of our software, for 500,000
     shares  of  our  common  stock.  On January 10, 2004, due to our failure to
     deliver  free  trade  shares  to  LTS,  , the shareholders of LTS, prior to
     closing,  cancelled  the  transaction,  pursuant to clause 4(d) of the said
     agreement

     On June 27, 2003, the Company signed a one-year services agreement with LTS
     Networks  Inc.  for  providing  specialized  staff  and  personnel  to  GSI
     technologies  USA Inc. On September 30, 2003, GSI terminated this agreement
     effective  October  31st,  2003.


ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

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

Ex.: 31.1     302 Certifications

Ex.: 31.2     302 Certifications

Ex.: 32.1     906 Certifications

Ex.: 32.2     906 Certifications


ITEM 14. CONTROLS AND PROCEDURES

     The  Company maintains disclosure controls and procedures that are designed
to  ensure  that  information  required to be disclosed in the Company's filings
under the Securities Exchange Act of 1934 is recorded, processed, summarized and
reported  within  the periods specified in the rules and forms of the Securities
and Exchange Commission. Such information is accumulated and communicated to the
Company's  management, including its Chief Executive Officer and Chief Financial
Officer,  as  appropriate,  to  allow  timely  decisions  regarding  required
disclosure.  The Company's management, including the Chief Executive Officer and
the Chief Financial Officer, recognizes that any set of controls and procedures,
no  matter how well designed and operated, can provide only reasonable assurance
of  achieving  the  desired  control  objectives.

     Within  90  days  prior  to  the  filing date of this annual report on Form
10-KSB,  the  Company  has


<PAGE>
carried  out  an evaluation, under the supervision and with the participation of
the  Company's  management,  including the Company's Chief Executive Officer and
the  Company's  Chief  Financial Officer, of the effectiveness of the design and
operation  of  the  Company's  disclosure controls and procedures. Based on such
evaluation,  the  Company's  Chief Executive Officer and Chief Financial Officer
concluded  that  the Company's disclosure controls and procedures are effective.

     There  were no significant changes in the Company's internal controls or in
other  factors  which  could significantly affect the controls subsequent to the
date  of  their  evaluation.

     During  the  fiscal  year covered by this report, the Company's auditor was
paid  $13,200.00  for  his  services as auditor. The auditor did not provide any
other  services  or  receive  any  other  compensation  from  the  Company.



<PAGE>
                                   APPENDIX A

                            GSI TECHNOLOGIES USA INC.

                              FINANCIAL STATEMENTS


                                      INDEX



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

     Balance Sheet as of October 31, 2003 and 2002 . . . . .                 F-2

     Statements of Operations for the years ended
     October 31, 2003 and 2002 . . . . . . . . . . . . . . .                 F-3

     Statements of Stockholders' Equity (Deficiency)
     For the years ended October 31, 2003 and 2002 . . . . .                 F-4

     Statements of Cash Flows for the year ended
     October 31, 2003 and 2002 . . . . . . . . . . . . . . .                 F-5


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




<PAGE>
                                       F-1

                          INDEPENDENT AUDITORS' REPORT


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

I  have  audited the accompanying balance sheets of GSI Technologies USA Inc. as
of  October  31,  2003  and  2002  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.
My  responsibility  is to express an opinion on these financial statements based
on  my  audits.

I  conducted  my audits in accordance with auditing standards generally accepted
in  the  United  States  of  America.  Those  standards  require that I 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.  I believe that my audits provide a reasonable
basis  for  my  opinion

In my opinion, the financial statements referred to above present fairly, in all
material  respects,  the  financial  position  of  GSI  Technologies USA Inc. at
October  31, 2003 and 2002, and the results of its operations and its cash flows
for  the  years  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 7 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 7.  The
financial  statements  do not include any adjustments that might result from the
outcome  of  this  uncertainty.




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


Hollywood, Florida
December 31, 2003


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

                                        GSI TECHNOLOGIES USA INC.
                                              BALANCE SHEET



                                                                         October 31, 2003    October 31, 2002
                                                                        ------------------  ------------------
<S>                                                                     <C>                 <C>

                                            ASSETS
                                            ------

Current Assets
  Cash and cash equivalents                                             $          13,349   $               -
  Receivables                                                                      59,110                   -
                                                                        ------------------  ------------------

    Total current assets                                                           72,460                   -
Property and equipment, net                                                       170,085              63,302
Intangible assets, net                                                                  -             188,611
                                                                        ------------------  ------------------

    TOTAL ASSETS                                                                  242,545             251,913
                                                                        ==================  ==================



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

Current Liabilities
  Accounts payable                                                                 25,958             102,749
  Accrued financing costs                                                               -              67,100
  Accrued default penalty                                                               -              50,000
  Accrued legal settlement                                                              -              20,750
  Notes payable - related party                                                   452,780             334,837
  Investment proceeds liability                                                         -             143,623
  Other current liabilities                                                        32,000             126,487
                                                                        ------------------  ------------------

    Total current liabilities                                                     510,737             845,546

Stockholder's Equity
  Common Stock, class A, $1.00 par value; authorized                                    -                   -
       5,000,000 shares; issued and outstanding none in 2003 and 2002
  Common Stock, class B, $.001 par value; authorized                               44,328              26,291
       55,000,000 shares; issued and outstanding - 44,327,823 and
       26,291,023 shares respectfully
  Paid in Capital                                                               6,881,037           5,269,022
  Accumulated deficit                                                          (7,188,718)         (5,889,923)
  Accumulated other comprehensive income (loss)
       Foreign currency translation                                                (4,839)                977
                                                                        ------------------  ------------------

    Total Stockholders' Equity                                                   (268,193)           (593,633)

     TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                         $         242,545   $         251,913
                                                                        ==================  ==================
</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.
                             STATEMENT OF OPERATIONS
                 FOR THE YEARS ENDED OCTOBER 31ST, 2003 AND 2002


                                                            Year Ended          Year Ended
                                                         October 31, 2003    October 31, 2002
                                                        ------------------  ------------------
<S>                                                     <C>                 <C>

Revenues                                                $          15,909   $          23,750

Cost of Sales                                                      10,672              10,634
                                                        ------------------  ------------------

Gross Profit                                                        5,237              13,116

Operating Expenses:
       Marketing                                                   57,247              17,950
       Management and administrative fees                               -              11,897
       Salaries and related costs                                  25,060              66,025
       Rent                                                        46,100              71,334
       Financing expense                                                -             182,774
       Professional fees                                           79,529              42,920
       Consulting                                                 191,650              13,165
       Software development                                       434,666                   -
       Depreciation                                                15,468               3,893
       Amortization                                                68,897              96,231
       Loss on licensing agreement write off                      141,133                   -
       Loss on write off of impaired goodwill                           -              39,900
       Directors fees                                               9,000               9,000
       Other selling, general and administrative                  193,852               4,297
                                                        ------------------  ------------------
          Total operating expenses                              1,262,601             559,386

          Loss before other income (expense)                   (1,257,364)           (546,270)

Other income (expense):
       Interest expense (related party)                           (41,432)            (33,859)
       Loss on Affiliate note receivable and advances                   -          (1,145,792)
       Foreign exchange gain (loss)                                     -              10,730
       Loss on disposal of assets                                       -              (1,280)
                                                        ------------------  ------------------
          Total other income (expense)                            (41,432)         (1,170,202)


                                                        ------------------  ------------------
Net Loss                                                       (1,298,795)         (1,716,473)
                                                        ==================  ==================

Basic weighted average common shares outstanding               33,907,374          26,175,802
                                                        ==================  ==================

Basic and diluted Loss per common share                 $           (0.04)  $           (0.07)
                                                        ------------------  ------------------
</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.
                                  STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIENCY)



                                                                Common Class A     Common Class B
                                                                ---------------  -------------------   Paid in    Accumulated
                                                                Shares  Amount     Shares    Amount    Capital      Deficit
                                                                ------  -------  ----------  -------  ----------  ------------
<S>                                                             <C>     <C>      <C>         <C>      <C>         <C>

 Balance, October 31, 2001                                           -        -  24,502,134  $24,502  $5,118,419  $(4,173,450)
Issuance of shares for consulting services                                          900,000      900      13,100
Issuance of shares for legal services                                               200,000      200       3,800
Issuance of shares for acquisition                                                  266,000      266      39,634
Issance of shares in lieu of salaries                                               400,000      400      38,595
Issuance of shares for settlement of miscellaneous liabilities                       22,889       23       2,174
Shareholders settlement of financing liability                                                            44,300
Donated director fees                                                                                      9,000
Net loss - 12 months ended October 31, 2002                                                                        (1,716,473)
Foreign currency translation adjustment
                                                                ------  -------  ----------  -------  ----------  ------------
Balance, October 31, 2002                                            -        -  26,291,023   26,291   5,269,022   (5,889,923)
Issuance of shares in private placement                                           2,000,000    2,000      98,000
Issuance of shares for settlement of accrued default                              1,000,000    1,000      49,000
payment penalties
Issuance of shares for settlement of note payable                                 2,000,000    2,000     506,952
Issuance of shares for settlement of investment proceeds                         10,500,000   10,500     614,500
liability
Issuance of shares for consulting services                                          200,000      200      19,800
Issuance of shares for settlement of accrued financing                            1,336,800    1,337      65,763
cost liability
Issuance of shares in private placement                                           1,000,000    1,000     249,000
Donated director fees                                                                                      9,000
Net loss - 12 months ended October 31, 2003                                                                        (1,298,795)
Foreign currency translation adjustment
                                                                ------  -------  ----------  -------  ----------  ------------
Balance, October 31, 2003                                            -  $     -  44,327,823  $44,328  $6,881,037  $(7,188,718)
                                                                ======  =======  ==========  =======  ==========  ============


                                                                 Accumulated
                                                                    other           Total
                                                                Comprehensive   Shareholder's
                                                                Income/(loss)      Equity
                                                                --------------  ------------
<S>                                                             <C>             <C>

 Balance, October 31, 2001                                      $         388   $   969,859
Issuance of shares for consulting services                                           14,000
Issuance of shares for legal services                                                 4,000
Issuance of shares for acquisition                                                   39,900
Issance of shares in lieu of salaries                                                38,995
Issuance of shares for settlement of miscellaneous liabilities                        2,197
Shareholders settlement of financing liability                                       44,300
Donated director fees                                                                 9,000
Net loss - 12 months ended October 31, 2002                                      (1,716,473)
Foreign currency translation adjustment                                   589           589
                                                                --------------  ------------
Balance, October 31, 2002                                                 977      (593,633)
Issuance of shares in private placement                                             100,000
Issuance of shares for settlement of accrued default                                 50,000
payment penalties
Issuance of shares for settlement of note payable                                   508,952
Issuance of shares for settlement of investment proceeds                            625,000
liability                                                                                 -
Issuance of shares for consulting services                                           20,000
Issuance of shares for settlement of accrued financing                               67,100
cost liability
Issuance of shares in private placement                                             250,000
Donated director fees                                                                 9,000
Net loss - 12 months ended October 31, 2003                                      (1,298,795)
Foreign currency translation adjustment                                (5,816)       (5,816)
                                                                --------------  ------------
Balance, October 31, 2003                                       $      (4,839)  $  (268,193)
                                                                ==============  ============
</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-5
                                         GSI TECHNOLOGIES USA INC.
                                         STATEMENT OF CASH FLOWS


                                                                        October 31, 2003    October 31, 2002
                                                                       ------------------  ------------------
<S>                                                                    <C>                 <C>

CASH FLOWS FROM OPERATING ACTIVITIES:

Net Income (Loss)                                                      $      (1,298,795)  $      (1,716,473)
Adjustments to reconcile net income (loss) to net cash
 used in operating activities:
        Depreciation and amortization                                             84,365             100,124
        Loss on write down of affiliate note receivable and advances                   -           1,275,995
        Loss on write off of impaired goodwill                                         -              39,900
        Loss on licensing agreement write off                                    141,133                   -
        Donated director fees                                                      9,000               9,000
        Issuance of shares for consulting services                                20,000              14,000
        Issuance of shares for legal services                                          -               4,000
        Issuance of stock in lieu of salaries                                          -              38,995
        Accrued Interest Expense (related party)                                  29,822               4,837

Changes in Operating assets and liabilities:
        Receivables and other current assets                                     (59,110)             58,348
        Other assets                                                                   -              19,908
        Accounts Payable and Accrued Liabilities                                (186,876)           (101,179)
                                                                       ------------------  ------------------

Net cash provided by/(used in) operating activities                           (1,260,461)           (252,545)

CASH FLOWS FROM INVESTING ACTIVITIES:

Net cash provided by/(used in) investing activities
  Advances to affiliate - net                                                                       (130,203)
  Purchase of property and equipment                                            (143,669)            (33,502)
                                                                       ------------------  ------------------

Net cash provided by/(used in) investing activities                             (143,669)           (163,705)


CASH FLOWS FROM FINANCING ACTIVITIES:

Proceeds from:
  Notes payable                                                                  422,958             266,609
  Investment proceeds                                                            481,377             143,623
  Sales of common stock                                                          513,144
                                                                       ------------------  ------------------

Net cash provided by/(used in) financing activities                            1,417,479             410,232
                                                                       ------------------  ------------------

Net increase (decrease) in cash and cash equivalents                              13,349              (6,019)
Cash and cash equivalents, beginning of period                                         -               6,019
                                                                       ------------------  ------------------

Cash and cash equivalents, end of period                               $          13,349   $               0
                                                                       ==================  ==================

SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING AND FINANCING ACTIVITIES:

Issuance of shares for acquisition                                                                    39,900
Issuance of shares for settlement of miscellaneous liabilities                                         2,197
Issaunce of 1 million shares for default payment                                  50,000
penalty settlement
Issuance of 2 million shares for settlement of note                              345,808
payable including accrued interest.
Issuance of 10.5 million shares for settlement of                                625,000
investment liability
Issuance of 1,336,800 shares for settlement of                                    67,100
accrued financing cost
</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


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.  GSI Technologies USA Inc. is a
Company that operates in the Information and Communication Information Industry.
The  Company  has  developed  a  proprietary,  enterprise scale, Digital Signage
Network  Management  Software Solution called Digital Media Logistics Suite. The
Company  also  offers  various services related to the management, operation and
maintenance of large Digital Signage Networks worldwide.  In October of 2003 GSI
Technologies  launched  its  flagship product, the Digital Media Logistics Suite
3.1  (DMLS  3.1).  DMLS  3.1  resolves the challenges facing adopters of digital
signage:  price,  security,  compatibility and scalability. It includes features
that  save  considerable  deployment,  training  and  maintenance  costs,  while
allowing  smooth  control  of  networks  of any size. The application can easily
integrate  into  related  workflows,  such as media buying, billing, accounting,
contact  management,  etc.

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



NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

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

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


<PAGE>
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.



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


Receivables:
     The Company believes that the carrying amount of receivables at October 31,
     2003  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.


Revenue Recognition

     Revenue  from  sales  of  hardware  are  recorded at the time the units are
     delivered. Revenues from sub- licensing are recognized over the term of the
     licensing  agreement.  Revenues for services provided are recognized at the
     time  the  service  is  provided.

     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
     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.


<PAGE>
Foreign Currency Translation

     Statement  of  operations  amounts  have  been translated using the average
     exchange  rates  in  effect  for each period. Gains and losses from foreign
     exchange  transactions  have been included in the Statements of Operations.
     Balance  sheet  amounts have been translated using exchange rates in effect
     at the balance sheet dates and the translation adjustment has been included
     in  the  foreign  currency  translation  adjustment,  as  accumulated other
     comprehensive  income.


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  supercedes  APB  Opinion  No.  16,  "Business Combinations" as well as
     Financial  Accounting  Standards  Board  Statement  of Financial Accounting
     Standards No. 38, "Accounting for Preacquisition Contingencies of Purchased
     Enterprises."  The adoption of this statement by the Company did not have a
     material  impact  on  its  financial  condition  or  results of operations.

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


<PAGE>
NOTE 3 - DETAILS OF FINANCIAL STATEMENT COMPONENTS

                                          October 31, 2003   October 31, 2002
                                          -----------------  -----------------

Property and Equipment:

Furniture and fixture                                38,934             38,934
Computer and other equipment                         94,004             10,581
Leasehold improvements                               83,168             22,921
Less:  Accum depreciation & amortization             46,021              9,134
                                          -----------------  -----------------

     Property and equipment, net          $         170,085  $          63,302
                                          =================  =================



NOTE 3 - DETAILS OF FINANCIAL STATEMENT COMPONENTS (CONTINUED):

Intangible Assets:
    License rights-                              $ 474,779   $  474,779
    (Gross amount of $800,000 acquired from
    affiliate and recorded at predecessor basis
    with the cost over such basis of $325,221
    recorded as a dividend to affiliate).
    Accumulated amortization                      (333,646)    (286,168)
    Loss on write down to realizable value        (141,133)           -
                                                 ----------  -----------
                                                 $       -   $  188,611
                                                 ==========  ===========

     Amortization expense for the period            47,478       94,956

     Estimated amortization expense for each
     of the five succeeding years
  Year ending October 31,
                         2003                            -       94,956
                         2004                            -       93,655
                                                 ----------  -----------
                                                         -      188,611
                                                 ==========  ===========


NOTE 4 - NOTES PAYABLE

On  May 15, 2002 the Company signed a promissory note for $330,000.  The term of
the  note  was  for  60  days  and  the rate of interest was prime plus 2%.  The
Company  also  agreed  to  issue 2 million shares of Class B Common Stock to the
lender  as part of the transaction as an origination fee which was valued at .05
per  share  totaling  $100,000.  Totalcom  and Gestion JMDM, shareholders of the
Company, forwarded to the lender 1,114,000 shares for this transaction on behalf
of  the  Company,  since  the Company wanted to avoid further dilution,  thereby
assigning  55.7%  ($55,700)  of the origination fee liability from the lender to
the .  Totalcom and Gestion JMDM.  Another shareholder of the Company, 9035-2899
Quebec Inc. directly forwarded to the lender 886,000 shares for this transaction
on  behalf  of  the  Company  since the Company wanted to avoid further dilution
thereby  assigning  44.3%  (44,300)  of  the  origination fee liability from the
lender  to  the  shareholder.  On  June  21,  2002  the Company agreed to  issue
1,114,000  shares to Totalcom and Gestion JMDM  due to the fact that the Company
did  not have the available funds to pay the oringation fee liability in cash as
well  as issuing an additional 222,800 for their assistance in this matter which
was  agreed  upon  by the shareholders and the Company.  The arrangement was for
the  Totalcom  and  Gestion  JMDM  to  receive  a  20% premium on their original
transferred number of shares.  The 222,800 were valued at .05 per share totaling
$11,140  and reflected as interest in the October 31, 2002 financial statements.
At  October  31,  2002,  no  shares  had  been issued to the shareholder and the
origination  fee  liability  of  $55,700  as  well  as the additional $11,400 in
accrued  interest  remained  reflected  as  liabilities  in the October 31, 2002
financial  statements.  On  June  21, 2002 the Company and the other shareholder
who  forwarded 886,000 shares to the lender agreed that he would not receive any
shares from the Company for his assistance in the matter.  The Company reflected
this  as  relieving the balance of the accrued origination fee liability with an
offset  to  Paid  in  Capital  in  the amount of $44,300 in the October 31, 2002
financial  statements.  At October 31, 2002, the note had not been paid back and
the  accrued  interest totaled $4,837.


<PAGE>
On  July  15,  2002  the  note  was in default and as part of the agreement, the
Company  would  issue  an additional 1,000,000 shares to the lender as a default
penalty  valued  at  .05  per  share  totaling $50,000. At October 31, 2002, the
Company  had  not  issued  any  shares  related  to default penalty. The default
penalty  amounts  have  been  accrued  and  reflected  in  the  October 31, 2002
financial  statements. On March 28, 2003, the Company issued 1 million shares in
settlement  of  the  default  penalty  to  the  lender.  In May 2003 the Company
received  an  additional  $163,144  in  investment proceeds and issued 2 million
shares,  500,000  warrants exercisable at $0.25 and 516,000 warrants exercisable
at  $1.00  for  settlement of the additional proceeds of $163,144 as well as the
original  principal  amount of $330,000 and accrued interest of $15,808 totaling
$345,808.  On  June 19, 2003 the Company issued 1,336,800 shares to Totalcom and
Gestion  JMDM  to  settle  the  accrued  origination  fee liability and interest
totaling  $67,100.


NOTE 4 - NOTES PAYABLE (CONTINUED):


On  December  18,  2002,  the Company signed a promissory note for $440,000 CAD,
approximately  $290,980 USD with an unrelated party.  The note bears interest of
11%.  At  October 31, 2003 interest of $27,952 has been accrued and reflected in
the  financial  statements.  The  balance  of  the  note, including interest, at
October  31,  2003  is  approximately  $318,932  USD.

On  June  19, 2003 the Company signed a promissory note for $100,000 USD with an
unrelated  party.  The  note bears interest of prime plus 2 percent and the term
is  one year.  The Company has received $81,978 at October 31, 2003.  At October
31,  2003,  interest  of  $1,796 has been accrued and reflected in the financial
statements.  The  balance of the note, including interest at October 31, 2003 is
$83,774.

On  October 23, 2003 the Company signed a promissory note for $50,000 USD with a
shareholder,  who is also a director of the Company.  The note bears interest of
prime plus 2 percent and the term is one year.  The Company had received $50,000
at  October 31, 2003.  At October 31, 2003, interest of $74 has been accrued and
reflected  in  the  financial  statements.  The  balance  of the note, including
interest  at  October  31,  2003  is  $50,074.



NOTE 5 - COMMITMENTS AND CONTIGENCIES

Investment agreement
     On  September  10,  2002  the  Company entered into an investment agreement
     whereby  an investment group will advance up to $300,000 from September 10,
     2002  through  February  1,  2003.  In  consideration for the proceeds, the
     Company  will issue on February 1, 2003, 6 million shares of Class B Common
     Stock, 2,000,000 options at an exercise price of $0.10 expiring January 31,
     2010  and  2,000,000  warrants  at  an  exercise price of $1.20 expiring on
     February  1,  2005.  At October 31, 2002, $143,623 had been advanced to the
     Company.  At  April  30, 2003, a total of $300,000 had been advanced to the
     Company.  On  June  19, 2003 the Company issued 6 million shares of Class B
     Common  Stock,  2 million warrants exercisable $0.10 and 2 million warrants
     exercisable  at  $1.20  to  settle  the  investment  proceeds  liability of
     $300,000.

     In  November 2002, the Company entered into an investment agreement whereby
     an  additional  investment  group will advance up to $125,000 from November
     2002  through February 2003. In consideration for the proceeds, the Company
     will issue on February 1, 2003, 2.5 million shares of Class B Common Stock,
     2,000,000 options at an exercise price of $0.050 expiring January 31, 2010.
     During the three month period ending April 30, 2003 advances of $62,651 had
     been  received.  From  May 1, 2003 to June 19, 2003 advances of $62,349 had
     been  received.  On  June 19, 2003 the Company issued 2.5 million shares of
     Class  B  Common  Stock  and  2  million  warrants to settle the investment
     proceeds  liability  of  $125,000.


     In  March  2003, the Company entered into an investment agreement whereby a
     third  investment group will advance up to $200,000 from March 2003 through
     April  2003.  In  consideration for the proceeds, the Company will issue on
     June  1, 2003, 2 million shares of Class B Common Stock, 500,000 options at
     an  exercise  price  of  $0.10  and 500,000 options at an exercise price of
     $0.25 expiring January 31, 2010. From May 1, 2003 to June 19, 2003 advances
     of  $200,000  had  been  received.  On  June  19, 2003 the Company issued 2
     million shares of Class B Common Stock and 1 million warrants to settle the
     investment  proceeds  liability  of  $200,000.


<PAGE>
NOTE 5 - COMMITMENTS AND CONTIGENCIES (CONTINUED):

Office  leases

     On  September  1,  2002, the Company entered into a three year office lease
     for  its  Montreal  office  with  monthly  payments  approximately  $3,700.

     On  October  1,  2002, the Company entered into a one year office lease for
     its  U.S.  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
     noncancelable  lease  terms  in  excess of one year as of October 31, 2003:

               Year ending October 31:
               2004  -   44,000
               2005  -   37,000
               2006  -     -
               2007  -     -
               2008  -     -
                       --------
                       $ 77,000
                       ========

Legal  Matters

     We  remain  party  to  one  proceeding  initiated  by  another party in the
     Superior  Court  of the Province of Quebec, District of Montreal. An amount
     of  $98,766 in Canadian dollars has been claimed for our alleged failure to
     pay  a  commission and consequent damages relating to negotiations with GSI
     Canada  for an acquisition. Legal counsel advises that, in his opinion, the
     case  against  the  company  is  without  merit.

     On September 2001, we received a law suit from a former employee for unpaid
     salaries.  We concluded an out of court settlement, on November 22nd, 2002,
     for  the  amount  of  approximately  $7,750  US  ($12,000  CAD)  as  final
     settlement.  The  $7,750  had been accrued and reflected in the October 31,
     2002  financial  statements.

     The  Company has been involved in litigation for unpaid business taxes with
     the  City  of  Montreal.  The  litigation has been settled in the amount of
     approximately  $23,000,  bearing  interest  at  approximately  15%.  The
     settlement  called  for  monthly  payments  of  approximately  $2,500.
     Approximately  $5,000  has  been paid by October 31, 2002 and the remaining
     $18,000  due to the City of Montreal had been reflected in accounts payable
     at  October  31,  2002. During fiscal year 2003, the Company missed several
     payment  according  to  the  schedule  and  on October 31, 2003 the balance
     including  interest  due  to  the City of Montreal is approximately $4,500.
     This  amount  has  been  reflected in accounts payable at October 31, 2003.

     In  March  2002, a former Director, who was also an Officer in the Company,
     along  with  another  employee of the Company, filed a civil action against
     the  Company  in  the  State  of  Florida alleging unpaid wages and expense
     reimbursements  totaling  approximately  $225,000.  The  Company  had  not
     retained  legal counsel but believed this complaint to be without merit and
     proceeded  to  negotiate  a settlement and release agreement with these two
     individuals  in  the  amount  of  approximately  $13,000.  The  Company had
     received  an  oral  confirmation  to  the  $13,000  settlement  and release
     agreement  by  October 31, 2002. The $13,000 had been accrued and reflected
     in  the  October  31,  2002  financial  statements.  The  Company and these
     individuals  signed  the  settlement  agreement  related  to this matter on
     February 27, 2003 and the company forwarded the required payment $13,000 to
     settle  this  matter.


Consulting agreement
     On May 27, 2002, the Company entered into a consulting agreement with a non
     affiliated  individual.
     The  agreement  is  for  one year and the annual amount of the agreement is
     approximately  $100,000.


<PAGE>
NOTE 6 - SOFTWARE DEVELOPMENT

The  Company is currently developing software for resale to prospective clients.
The  Company  capitalizes  cost of materials, consultants, interest, and payroll
and payroll-related costs for employees incurred in developing computer software
for  resale  once technological feasibility is attained.  Currently, the Company
has  contracted  with  consultants  to  develop  the  software.  Technological
feasibility  is  established  when  the  Company  has  completed  all  planning,
designing,  coding,  and testing activities that are necessary to establish that
the  product  can  be  produced  to  meet  its  design  specifications including
functions,  features,  and  technical  performance  requirements.  Until
technological feasibility is established, all costs associated with the software
development are considered research and development expenditures and are charged
to  development  expense  in  the  period  incurred.


NOTE 7 - GOING CONCERN

The  accompanying  financial  statements have been prepared assuming the Company
will continue as a going concern.  The Company reported a net loss of $1,298,795
and  $1,716,473  for  the  twelve  months  ended  October  31,  2003  and  2002
respectively.  As  reported on the statement of cash flows, the Company incurred
negative  cash  flows  from  operating activities of $1,260,462 and $252,545 for
twelve months ended October 31, 2003 and 2002.  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 8 - 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 had 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. During the fiscal year ended October 31,
     2002,  the  Company  made additional advances on behalf of GSI Technologies
     (3529363  Canada  Inc.) in the amount of $130,203. At October 31, 2002, due
     to GSI Technologies (3529363 Canada Inc.) continued financial difficulties,
     the Company wrote off the remaining balance of the receivable of $1,691,147
     offset  by  a  $545,355  payable  to  a  subsidiary  wholly  owned  by  GSI
     Technologies  (3529363  Canada Inc.). The loss realized in the current year
     related  to  these  items  totaled  $1,145,792.

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  $35,400 and $24,000 in legal fees from this firm for the
     twelve  months  ended  October  31,  2003  and  2002  respectively.

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.


<PAGE>
NOTE  9  -  INCOME  TAXES

The  provision for taxes on earnings for the years ended October 31, consist of:


                                     2003              2002

Current
     Federal                        $   -             $   -
     State                              -                 -
     Foreign                            -                 -
                                        -                 -

Deferred
     Federal                            -                 -
     State                              -                 -
     Foreign                            -                 -
                                        -                 -

                                    $   -             $   -

At  October  31,  2003, the Company has a Federal tax net operating loss ("NOL")
carryforward of approximately $7,000,000, which expires at various dates through
2015.

The Company did not provide any current or deferred United States federal, state
or  foreign  income tax provision or benefit for the period presented because it
has  experienced  operating  losses since inception.  The Company has provided a
full  valuation allowance on the deferred tax asset, consisting primarily of net
operating  loss  carryforwards,  because  of  uncertainty  regarding  its
realizability.



NOTE 10 - SHAREHOLDERS' EQUITY

Common Stock

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

     The Company has 55,000,000 authorized shares of Class B common stock with a
     par  value  of  $.001.  Each  share  entitles  the  holder  to  one  vote.

     During  fiscal  year 2002 the Company issued 600,000 shares to a consultant
     for  services  amounting totaling $8,000 which the Company believes was the
     fair  value  of  the  shares  at  the  time.

     During  fiscal year 2002 the Company issued 400,000 shares to its president
     in  settlement  of  unpaid  salaries  totaling  $38,995  which  the Company
     believes  was  the  fair  value  of  the  shares  at  the  time.

     During  fiscal  year 2002 the Company issued 200,000 shares to its director
     for  settlement  of  legal  services  performed  totaling  $4,000 which the
     Company  believes  was  the  fair  value  of  the  shares  at  the  time.

     On  November 19, 2001 the Company issued 266,000 shares for the purchase of
     a  company  in  Europe.  The  transaction was recorded at $39,900 which the
     Company  believes  was  the  fair value of the shares at the time since the
     European  company  had  no  financial  history  or  viable  operation.

     On  December  19, 2001 the Company issued 100,000 shares to an organization
     in  settlement  of  consulting  services  totaling $2,000 which the Company
     believes  was  the  fair  value  of  the  shares  at  the  time.

     On  July  3,  2002  the Company issued 200,000 shares to an organization in
     settlement  of  consulting  services


<PAGE>
     totaling $4,000 which the Company believes was the fair value of the shares
     at  the  time.



NOTE 10 - SHAREHOLDERS' EQUITY (CONTINUED):

     In  March  2003 the Company issued 2 million shares of Class B common stock
     in  a  private  placement  for  $100,000.

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

     In May 2003, the Company issued 2 million shares of Class B common stock to
     settle  a note payable in the amount of $345,808 which includes all accrued
     interest  and  an additional receipt of proceeds in the amount of $163,144.

     In  June  2003,  the  Company  issued 10.5 million shares of Class B common
     stock  to  settle  an  investment  proceeds  liabilities  of  $625,000.

     In June 2003, the Company issued 200,000 shares of Class B common stock for
     consulting  services.

     In  June  2003, the Company issued 1,336,800 shares of Class B common stock
     for  settlement  of  an  accrued  financing  cost  liability.

     In  Septmeber  2003,  the Company issued 1 million shares of Class B common
     stock  in  a  private  placement  for  $250,000.




<PAGE>
PART  II  -  OTHER  INFORMATION

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





<PAGE>
                                   SIGNATURES

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


          GSI TECHNOLOGIES USA INC.

          Dated: February 3, 2004



          By: /s/ Gilles Addison
             ---------------------------------------
          Gilles Addison
          President and Chief Executive Officer




          By: /s/ Craig Perry
             ---------------------------------------
          Craig Perry
          Director and Chairman




          By: /s/ Marie El-Ahmar Eid
             ---------------------------------------
          Marie El-Ahmar Eid
          Director and Secretary




          By: /s/ Marc Cote
             ---------------------------------------
          Marc  Cote
          Director


          ______________________________________________________________________




<PAGE>
                                  EXHIBIT INDEX


Ex.: 31.1     302 Certifications

Ex.: 31.2     302 Certifications

Ex.: 32.1     906 Certifications

Ex.: 32.2     906 Certifications



<PAGE>