U.S. Securities and Exchange Commission

                             Washington, D.C. 20549

                                   FORM 10-KSB

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

     For the fiscal year ended October 31, 2000

     Commission File No. 333-30474

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

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

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

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

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

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

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

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

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

The aggregate  market value for the voting and non-voting  common equity held by
non-affiliates  on October 31,  2000 was  approximately  $10,585,462.  Shares of
common stock held by each officer and director and by each person who owns 5% or
more of the outstanding  common stock of the Company have been excluded  because
such persons may be deemed to be affiliates.

The  total  number  of shares of Class B Common  Stock  outstanding  on  October
31,2000 was 20,543,636.



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<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

(a)      Organization

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

     GSI participates in the information  technology  industry,  specializing in
broadcasting  solutions principally for media operators,  advertisers and others
seeking to reach the greatest  number of "viewers per day" at the street  level.
Street  level  advertising  is the  strategic  placement  of signage so they are
readily  visible  to  pedestrians  and  motorists.  In  addition  to  addressing
potential consumers in busy urban and suburban settings, public service messages
can also be conveyed using our technology.

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

Historical background

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

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


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<PAGE>


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

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

     Since  February  2000 to date,  the GSI raised  funds in the amount of $3,7
million  via a series of small  private  placements,  through  the  exercise  of
warrants by existing shareholders, and through shareholder advances and advances
from a commercial bank.

     On November  20,  2000 GSI's Board of  Directors  approved,  then  publicly
announced,  its  intention  to complete  an  amalgamation  with GSI Canada.  The
amalgamation  is expected to include HiTech Neon, ITS Services  Inter-Teck,  and
Groupe Solcom  International  France S.A.S. ("GSI France"),  all subsidiaries of
GSI Canada.


The technology

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

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

Hardware

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

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


                                        3
<PAGE>

(b)      Products

Software

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

Hardware

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

Citycolumn

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



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<PAGE>

Digicolumn

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


Skycolumn

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

E-Column

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

Novacolumn

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

Servicolumn

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

(c)      Industry


Out-of-Home Advertising Industry

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


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<PAGE>


Industry Overview

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

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


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



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

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

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

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

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

                                       6

<PAGE>


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

(d)  Patents and trademarks

Intellectual property

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



(e)  Market Development


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


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

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

     Canada Payphone Corporation ("CPC"): this planned alliance with the leading
Canadian competitive payphone service provider,  in which AT&T Canada is a major
shareholder,  is  expected  to take the form of a joint  venture.  CPC holds the
Canadian rights from Elcotel to an interactive full video payphone system, named
Grapevine,  as well as an Internet  kiosk with a smart card reader called "PIK".
There are 5,000 units planned to be deployed with full video advertising screens
by the end of 2001. A joint venture approach using the AT&T branding is expected
to enable the firms to more  effectively  integrate  the sales of their  display
products, interactive payphones, and Internet kiosks, all driven by GSI's remote
broadcasting and network management  services.  It is anticipated that GSI would
integrate  its  network of products  with the  grapevine  interactive  pay phone
network and that CPC would deploy the Internet kiosk on GSI's Citycolumn network
with a target of approximately 250 installations by the end of 2001. GSI and CPC
expect to also jointly  develop the hotel market  providing  Internet  access in
hotel rooms. This would provide another outlet to broadcast information. At this
stage,  however,  no guarantee can be made that a contract will be formalized or
that we will receive any revenues from this source.

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

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



                                        7
<PAGE>


(f)      Customer Service and Technical Support

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


         (g)  Manufacturing, Assembling and Distribution

     We  currently  source  our  products  from  HiTech  Neon,  a  wholly  owned
subsidiary  of GSI  Canada  and  located  in  Montreal,  Quebec.  As  our  prime
contractor, they are also responsible for installations.

         (h)  Research and Development

     Based upon our continuing assessment of the potential  applications for our
technology in the market  place,  concepts are  researched  and developed by our
Technology Integration Group. Research and development is a cornerstone of GSI's
business  plan and  fundamental  for  continued  success.  Headed by Mr.  Michel
Laplante,  the Advanced  Research and Technology  Group is  responsible  for the
integration  of hardware and  software,  and our core  broadcasting  and network
management  services.  Comprised  of  resources  from  the  R&D,  manufacturing,
networking,  and e-commerce  development  departments of GSI Canada, the group's
focus is on the  design,  development  and  delivery  of our core  products  and
services.  Since its inception,  GSI Canada has invested a total of $1.2 million
in R & D and will recoup a total of $400,000 in tax credits  under  governmental
programs like "Les Centres de Developpement des Technologies de'  l'Information"
("CDTI")  of which the Cite du  Multimedia  in Old  Montreal  is the best  known
example.  $780,000 was spent in the year ending October 31, 2000,  with $290,000
in  government  support  in  the  form  of  tax  credits.  Similar  spending  is
anticipated in 2001. GSI will be the direct beneficiary of any developments.

     Our  primary  asset  is the  commercial  rights  to  intellectual  property
relating to GSI Canada's  broadcast-enabling  software platform known as the GSI
Multimedia  Pack.  The  technical  know-how  required to  effectively  integrate
computer  components,   various  types  of  screens,   environmental  management
technology,  and  networking is another  essential  element for the  management,
maintenance,  and  continuous  upgrading  of the  network.  Having  created  its
existing platform,  GSI Canada continues to invest heavily in its R&D Department
and in recruiting  engineers,  technicians and software programmers required for
ongoing  enhancements and expansion.  The R & D Department currently numbers 13,
made up of 3 engineers,  3 technicians,  5 computer programmers and 2 directors.
Early in 2001, the R&D Department will relocate to the recently constructed Cite
du Multimedia in Old Montreal.

     To meet market  expectations,  our display  products reflect both aesthetic
qualities and technical sophistication.  Driven by powerful multimedia software,
the essential  technical  breakthrough  is the Java scripted  broadcast-enabling
software that enables the remote  control  programming  of each display  product
individually  and as part of a network.  As the network  grows,  this  platform,
called the GSI Multimedia  Pack, will be progressively  upgraded,  incorporating
other  interactivity  enhancing features and the network's  inherent  E-Commerce
potential.

         (i)      Competition

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


                                        8
<PAGE>


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

     We believe GSI's proprietary  software,  complete with the unique design of
our urban furniture and display products,  gives us a competitive advantage over
our competition. We expect to command a competitive advantage through the remote
management and  integration  of a large network,  and the ability to offer media
operators   professionally   animated   advertisements   along  with   effective
configuration  know-how for the display  products.  We envisage the potential to
create an  extensive  network of remotely  controlled  display  products.  These
display  products will be further enhanced into kiosks,  providing  viewers with
the ability to access the Internet,  perform ATM  transactions,  place telephone
calls with a credit card, and acquaint themselves with public services messages.


         (j)  Human Resources

     At October 31, 2000, GSI had 6 direct employees  consisting of 3 executives
and 3 in sales and  marketing.  Personnel  resources were also utilized from GSI
Canada  in  technology  integration,  new media and  network  operations  and in
finance and administration.

(k)      Funding Operations

     Financing  activities  during the year include the remaining  $577,100 from
the $1,000,000 offering commenced in October 1999, $303,420 from sales of common
stock in private  placements,  and $158,690  from the exercise of warrants  plus
advances  through  October  31  of  $2,772,599  from  various  shareholders  and
affiliated parties.

(l)      Debt

     In  September,  we entered  into formal loan  arrangements  with a group of
existing investors.  At October 31, 2000, the total amount of these obligations,
including  $45,121 in  interest,  is  $2,817,720.  The  promissory  notes have a
maturity date of September 7, 2001,  bear interest at the rate of prime plus two
per cent and are  convertible at any time at the sole  discretion of the Company
into a certain number of shares for each holder.  If converted,  interest on the
notes is waived. In the event of conversion,  the total number of Class B common
shares to be issued from treasury would be 2,121,671.

ITEM 2.   Description of Property

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


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


ITEM 3.   Legal Proceedings

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


                                        9
<PAGE>


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


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

         None


                                     PART II

ITEM 5.   Market for Common Equity and Related Stockholder Matters

     (a)  Market for Common Stock

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


                                          Bid Prices          Asked Prices

                                       High       Low       High       Low
                                       -----------------------------------------

2000

September 13 through October 31     $  3.65625  1.375     3.8125      1.4375



     On January 24,  2001,  closing bid and asked  prices of the Common Stock on
the OTC Bulletin Board were $0.68 and $0.78125 per share, respectively.  On that
date, there were approximately 333 holders of record of the Common Stock.


     (b)  Recent Sales of Unregistered Securities

     During the year ending  October 31, 2000, we have made the following  sales
of unregistered securities, all of which sales were exempt from the registration
requirements  of the  Securities  Act  pursuant to Section 4(2)  thereof,  or as
otherwise indicated herein.

     September 25, 2000;  $75,000 from a private placement for a total of 75,000
shares at a price of $1.00 per share.

     October 20, 2000; $228,420 from 2 private placements of units at a price of
$1.80 per unit and  comprising a total of 126,900  shares plus a total of 63,450
warrants at an exercise price of $2.25.


     (c) Issuance of warrants

     The  following  issuance of warrants  was also  authorized  by the Board of
Directors during the year ending October 31, 2000 as detailed below:


                                       10
<PAGE>

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

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


(d) Cancellation of Class A Shares

     On August 1, 2000,  the Board of Directors  resolved  that all 5,000,000 of
the  Corporation's  Class A authorized and unissued  shares be cancelled and the
by-laws of the Corporation be amended and the appropriate  filing with the State
of Delaware be made. This will be completed early in 2001.


(e) Grant of stock options

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


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

     The  discussion  and  analysis  below  contains  trend  analysis  and other
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.


Overview

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



                                       11
<PAGE>


Results from operations

12 months ending October 31, 2000 and 1999

     We are still in the  development  phase after starting up in 1999. The loss
for the twelve months ending October 31, 2000 was $1,325,466 or $.0658 per share
compared  with a loss of  $258,639  or $.0418  per share for the same  period in
1999.  The  accumulated  deficit  to  date  during  the  development  phase  was
$1,584,105 or $.1393 per share.


Revenues

     Total  revenues  of $596,409  were  generated  from sales of  products  and
services and a  sub-license.  In addition to revenues from the sale of the first
35 Citycolumns to GSI Canada, $12,500 in revenues have also been recognized from
the sale of a single  sub-license  for the territory of Canada in May 2000.  The
price for the sub-license was $250,000 payable over 10 years.

Cost of revenues and direct operating costs

     According to the master license  agreement  with GSI Canada,  we owe 60% of
the  price of any  sub-license  we sell to a new  licensee  and this  amount  is
payable  to  GSI  Canada  by the  end  of the  calendar  quarter  in  which  the
sub-license  is granted.  Along with the cost of the 35  Citycolumns,  $7,500 in
direct  operating cost to date relates to the sub-license  sold to GSI Canada in
its particular role as sub-licensee for the entire territory of Canada.

Operating expenses

     During the twelve months ended October 31,2000,  we incurred  $1,484,098 in
operating  expenses  versus  $258,639  in the same  period  in  1999;  including
$209,739 in marketing expenses,  management and administrative fees of $506,722,
salaries and related costs of $99,825,  $30,342 in financing expense, $42,044 in
professional fees, $304,642 in consulting, $114,313 for the rents on our Florida
and Montreal  offices,  $95,455 in  depreciation  and  amortization,  $9,529 for
travel, and $71,482 in other selling, general and administrative expenses.

Other income

     During the twelve months ending  October 31, 2000,  $76,760 in interest was
earned mainly on the outstanding loan to GSI Canada while $45,121 in expense was
incurred  principally  on loans from  shareholders  and affiliated  parties.  No
interest was earned or incurred in the same periods in 1999.

Liquidity and capital resources

     At  October  31,  2000 we had  $4,404  in  cash.  Cash  used  in  operating
activities during the twelve months ending October 31, 2000 was $834,851,  which
was mainly attributable to the net cash loss from operations plus changes in net
operating assets and liabilities.

     Cash used in investing  activities  reflects short term loans to GSI Canada
in the amount of  $2,982,198,  a loan of $20,028 to Groupe Solcom  International
France, plus purchases of property and equipment of $41,066.

     Cash  provided  from  financing  activities  reflects  $1,039,210  from the
balance of $577,100 received in November and December, 1999 from sales of common
stock in the  offering  which  began in  October  1999,  private  placements  in
September,  2000 and October, 2000, the exercise of warrants in September,  2000
and October,  2000; as well as advances  through  October 31 of $2,772,599  from
various  shareholders  and  affiliated  parties  offset by the  settlement of an
earlier note payable to GSI Canada in the total amount of $279,667.


                                       12
<PAGE>


     In  September,  we entered  into formal loan  arrangements  with a group of
existing investors.  At October 31, 2000, the total amount of these obligations,
including interest, is $2,817,720.  The promissory notes have a maturity date of
September 7, 2001,  bear interest at the rate of prime plus two per cent and are
convertible  at any time at the sole  discretion  of the Company  into a certain
number of shares for each holder. If converted, interest on the notes is waived.
In the  event of  conversion,  the total  number of Class B common  shares to be
issued from  treasury  would be 2,121,671.  The advances  enabled us to continue
operating at the planned pace through October.

     The result of all  activities  during the twelve months ending  October 31,
2000 was a net decrease of $345,615 in our cash position.  From  inception,  net
cash used in operations has been $1,005,484. A total of $3,043,292 has been used
in  investing  activities,  while  $4,052,794  has been  provided  by  financing
activities, including $1,480,195 from sales of common stock.


     We completed three private placements during the fourth quarter, generating
$303,420  in  additional  capital.  A private  placement  of  $100,000  was also
completed in November.  Warrants  exercised during the fourth quarter provided a
total of $158,690 in funding.

     With the  additional  funds received we continued to build up our New Media
Division  and by the end of October had also lent a total of  $2,982,198  to GSI
Canada in the form of special  supplier  financing.  This  financial  assistance
enabled GSI Canada and its  subsidiaries to complete  installations  on schedule
and activate broadcasting on the Ivanhoe network. Considered a direct benefit to
GSI's global  marketing  program for our  GSITV.COM,  The Total  Vision  Network
concept,  it is  anticipated  that GSI Canada will  eventually  sell the network
either in whole or in part to an established  media  operator.  The funding will
also enable GSI Canada to maintain its R & D plan and to continue developing the
business  and  distribution  of our  products  and services in Europe via Groupe
Solcom International, currently a 75% owned French subsidiary of GSI Canada.

     Cash requirements of about $400,000 are anticipated  during our next fiscal
quarter to January  31,  2001 as spending  to sustain  operations  is  currently
running at about $125,000 a month.

     GSI Canada  requires  funding for its next project,  which is to install 50
Citycolumns on certain  properties  managed by SITQ, a large  Quebec-based  real
estate company.  This must be obtained either  independently  or through GSI. We
also continue to seek additional  sources of funding to sustain  operations on a
longer term basis. On October 16 we engaged CIBC Investment banking to assist us
in the raising of funds  required to continue with our business plan. As part of
their mandate,  they are also assisting us with the  amalgamation  of GSI Canada
which has been  approved by the Board of  Directors of each Company and which we
announced on November 28, 2000. Units of GSI Canada not contributing directly to
our core business  will have been divested or will be in process of  divestiture
prior to the completion of the transaction. Following an evaluation and fairness
opinion,  if deemed appropriate by our advisors,  the proposal will be submitted
to our  shareholders  for approval.  We expect this to be completed in February,
2001.

     Pending closing a longer term financing  transaction in April, 2001, we are
seeking bridge  financing.  To date, we have obtained interim credit of $480,000
from  Societe  Generale,  a leading  bank in France.  In the near term,  we also
anticipate  several  private  placements  in  order to  raise  additional  funds
required to sustain operations through April, 2001.


Product sales and distribution and provision of services

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

                                       13
<PAGE>

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

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

     In addition to revenue from product sales,  we anticipate  revenue from our
core  services.  We anticipate  generating  revenue from  broadcasting,  network
management  and  maintenance,  and technical  support  starting in April,  2001.
Creative  services,  principally  in the form of message  content,  commenced in
October,  2000. We also anticipate  revenue  generation from special  consulting
contracts; as well as from the further sale of sub-licenses.  We expect that, in
certain cases,  elements of the technology covered by the master license will be
sold  separately.  Negotiations are underway with a major media operator and the
sale of a license  for the  complete  GSI  Multimedia  Pack is  anticipated  for
February, 2001.

     The  emphasis  is  now  on  ramping  up  our   commercial   operations  and
successfully marketing our products and services. The business model we continue
to favor is marketing and selling our products to the existing media  companies.
We believe this provides the best route to rapid  deployment of our products and
services over the longer term. In the context of our market development  program
in  Europe,  however,  we have  identified  other  avenues  for  exploiting  our
technology.

     We believe our technology is ideally suited to a range of applications in a
broad,  growing,   global  market;  is  adaptable  to  various  forms  of  media
operations;  and is  capable  of serving  the needs of both  national  and local
advertisers. Most importantly, it provides an ideal multimedia-based application
for new forms of  display  equipment  coming on the  market via major name brand
suppliers.

     Our strategy is to achieve substantial market penetration by going down two
parallel  paths:  the  distribution of our products and continuing core services
via  well-established  channels,  as well as through  direct  approaches  to end
users. Our targeted  customers include the established media operators as well a
variety of end users with common  characteristics:  major  retailers and service
providers seeking  concentrated,  intensive  messaging to a number of sites. The
latter  market  is  still  largely  unexploited,  represents  the  major  growth
opportunity,   and  presents  the  biggest  challenge  in  the  area  of  market
development.

     The  established  media  operators  serve the  large  national  brand  name
advertisers seeking the broadest possible reach for their advertising  campaigns
in  high-traffic  locations.  They provide the most  effective  route to a large
number of established municipal and private commercial sites.

     Exploiting its pinpoint  advertising  capability,  the Company is currently
pursuing additional opportunities to directly serve:

o        Hospitals and Health Clinics
o        Pharmacies
o        Dealerships
o        Chain  distributors  such as grocery,  office supply,  home renovations
         chains,restaurants, etc.
o        Banks
o        Post Offices
o        Theme Parks and Amusement Centers
o        Airport, Train, and Subway authorities


                                       14
<PAGE>


     Typically, these end users focus their messages on their specific clientele
and a simpler type of display  product is  appropriate  on their largely  indoor
sites. In this context, the Company's technology provides the means for an ideal
application for the manufacturers of plasma screens, LED screens, and projection
equipment;  specifically,  in the "display  product"  segment of their  markets.
These include Sony, Pioneer, NEC, Fujitsu, Barco, and Epson.

     In this context,  the Company is positioning  itself to possibly assume the
role of a  distributor  or Value  Added  Reseller  (VAR).  It is also  exploring
opportunities  with  other  service  providers  with  similar   characteristics,
existing access to a large number of high-traffic sites. We have also identified
potential   partners  such  as  Canada  Payphone   Corporation,   whose  primary
shareholder  is AT&T Canada.  Concentrating  on the  hospitality  market such as
hotels and corporate and commercial centers, our collaboration,  possibly in the
form  of a  joint  venture,  could  lead to the  integration  of our  respective
products and  services.  Interactivity  and the further  integration  of phones,
ATMs, Internet access, SmartCard access, and media are foreseen in this context.

     The Company is in various  stages of  development  in  targeted  geographic
locations where resources,  industry contacts and associations are available. In
line  with  our  marketing  plan  for  our  first  year  of  operations  we have
concentrated  on the North American  market  focusing,  particularly  during the
first three quarters,  on significant  opportunities  identified in Canada.  Our
principal market in the area of out-of-home  advertising is mature and dominated
by a relatively  small number of large,  well-developed  media companies such as
Pattison,  JC Decaux,  Outdoor  Systems and Clear  Channel,  through its Adshel,
Eller Media,  and More groups.  We believe that the  opportunity  exists to both
supplant old,  static forms of advertising  signage and to increase  exposure in
terms of "viewers  per day" in the  out-of-home  environment,  both  indoors and
outdoors.  Pending  a formal  contract  with at  least  one of the  major  media
operators,  our short term plan is to deploy our products via our affiliates and
subsidiaries in prime  territories and to sell advertising spots directly to end
users. Accordingly,  the first sub-license was granted to GSI Canada on May 4 to
distribute  GSI's products  nationwide in Canada.  The price for the sub-license
was $250,000, payable in ten annual installments of $25,000 each.

Canada

     Primarily in Quebec,  GSI Canada has assumed the role of media operator and
acquired the right to install its products on sites managed by 3 major  property
managers and a large entertainment complex in Montreal.  Barco has proposed that
GSI Canada collaborate as a Value Added Reseller (VAR).

     Our initial  focus  continues  to be on the interior  market.  A successful
pilot project in a shopping  center in South Shore  Montreal,  was followed by a
formal  contract on May 5, 2000 between GSI Canada and Ivanhoe,  a leader in the
Canadian real estate  industry,  focusing on prime shopping  centers  located in
urban areas.  www.ivanhoe.ca.  With  headquarters  in Montreal,  Ivanhoe owns or
shares in partnership approximately 24 million square feet of retail space in 51
malls located in Quebec, Ontario, and the U.S.

     On June 2, 2000 GSI Canada placed a $584,000 order for 35  CityColumns.  32
units have been installed to date and 3 are being used for display purposes.  As
broadcasting  operations  are  launched  and content is  gradually  added,  this
initial sale to GSI Canada will constitute a fully functioning model network,  a
showcase  for  our  technology,  and a new  testing  environment  for  both  the
broadcasting  to the units and the  maintenance  of the units.  No revenues have
been generated to date.


                                       15
<PAGE>


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

     Pending an agreement  with a media  operator,  GSI Canada will  continue to
seek  opportunities to make installations in Canada and to seek separate funding
wherever possible. In addition to the Ivanhoe and SITQ contracts, a contract has
been signed with Tulon Development Corporation,  a major property manager in the
Maritimes,  giving  GSI Canada  the right to  install  14  Citycolumns  on their
properties.  Other major  shopping  center owners and property  managers such as
Cadillac Fairview, and Oxford are being approached by GSI Canada.


USA

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


Europe

     Significant  opportunities  are being identified in Europe.  Considered the
most  hospitable  environments in Europe at this stage of our  development,  our
focus is on France and Italy. We have also been collaborating in a pilot project
with  major  participants  in  the  out-of-home  industry:   Adshel  and  Barco.
Concurrently,  we are  approaching end users directly and have received 2 orders
from purchasers in Milan.

     In  August,   Clear  Channel   International   formally  requested  GSI  to
participate in pilot project network of large Barco supplied LED screens and the
relatively new variety of plasma screens using our broadcasting technology,  the
initial  sites  being  in  France  and  Switzerland  with the  broadcasting  and
provision  of  creative  services  from  our  studio  in  Paris.  Using  the GSI
Multimedia  Pack,  Clear  Channel's  Adshel  division  was able to  announce  on
December 4, 2000 that it had won a major  street  furniture  contract in Nantes,
the sixth largest city in France.

     Initial orders have been received from MCR  Multimedia in Milan,  Italy for
the  installation  of a network of 97 projectors and screens in the city's metro
system.  Multimedia Hospital has also placed an order for us to set up a network
of 70 plasma screens in their network of hospitals and surgical  facilities.  We
are  collaborating  with TREDWEB,  a local  networking and graphic arts firm, to
manage installations and provide content via the GSI Multimedia Pack.

Product manufacturing and services

     Building on the extensive  network of affiliations and strategic  alliances
of our  affiliated  company in Canada,  we are able to completely  outsource the
integration and production of our products. The prime contractor is HiTech Neon,
currently  the  largest and longest  operating  subsidiary  of GSI Canada with a
forty year history in the sign business. This affiliated supplier is responsible
for  the   production  of  the  encasement   modules  either   directly  or  via
sub-contracting.  Subject to a competitive  ordering process,  computer hardware
components  as well as  networking  and cabling  services  are ordered  from ITS
Service  Inter-teck,  also a subsidiary  of GSI Canada.  While all key suppliers
have the required  capacity to complete  the planned  production  schedule,  the
continuing challenge is for HiTech Neon to meet accelerating demand.  Additional
manpower  and  space  will be  required  to gear  up to the  planned  production
schedule.  Sub-contracting  arrangements  are in place.  Labor  relations at the
HiTech Neon plant located in a suburb of Montreal are considered excellent.


                                       16
<PAGE>


     Although we will  eventually  outsource the advertising  services,  our New
Media Division will provide the content for GSITV.COM, The Total Vision Network.
The  development  of the our New Media  Division was recently  enhanced with the
acquisition  of the  assets  and  the  joining  of  the  employees  of  Cameleon
Publicite. New Media currently numbers 11 employees.

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


ITEM 7.   Financial Statements

    Attached is Appendix A containing the following information:

    - Independent Auditor's Report
    - Balance  Sheets as of October 31,2000 and 1999
    - Statements of Operations for the years ended October 31, 2000 and 1999.
    - Statements of Stockholders' Equity (Deficiency) for the years ended
      October 31, 2000, 1999.
    - Statements of Cash Flows for the years ended October 31, 2000 and 1999.
    - Notes to Financial Statements


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

     Not applicable.


                                    PART III

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

     (a)  Directors and Officers.

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

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

     Michel de Montigny     Chief Executive Officer                     42
                            President and Director
                            (Since June 30, 1999)

     James A Hone           Senior Vice President Administration        56
                            Chief Financial Officer
                            Secretary, and Director
                            (Since June 30, 1999)

     Marc Cote              Director                                    40
                            (Since October 23, 2000)


     Michel Laplante        Senior Vice-President                       42
                            Advanced Research and
                            Technology Integration
                            (Since October 23, 2000)


                                       17
<PAGE>


J. Michel de Montigny

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


James A. Hone

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


Marc Cote

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



Michel Laplante

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

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

                                       18
<PAGE>

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

     Not applicable


ITEM 10.  Executive Compensation


     The  following  table  shows for the fiscal year ended  October  31,  2000,
compensation  awarded or paid to, or earned by, the  Company's  Chief  Executive
Officer and the three  other most  highly  compensated  executive  officers  who
earned  more  than   $100,000  in  the  fiscal  year  ended  October  30,  2000,
(collectively, the "Named Executive Officers"):

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

Michel de Montigny......................  2000    $100,000        --               500,000
President, Chief Executive Officer
and Chairman

James A. Hone...........................  2000     $60,000         --              300,000
Sr. Vice President Administration
Chief Financial Officer and Director

Michel Laplante.........................  2000     $72,000         --              100,000
Senior Vice President
Advanced Research & Technology

</TABLE>

               Option Grants in Last Fiscal Year

The  following  table sets forth each  grant of stock  options  made  during the
fiscal year ended October 31, 2000 to each of the Named Executive Officers:


<TABLE>
<CAPTION>


                                        Individual Grants
                      ----------------------------------------------------------------------------
                                           % of Total
                                       Number of Options
                         Securities        Granted to     Exercise or   Market Price
                     Underlying Options   Employees in     Base Price    on Date of     Expiration
Name                     Granted(1)      Fiscal Year(2)    ($/Sh)          Grant          Date
------               ------------------  --------------   -----------   ------------    ----------
<S>                      <C>                  <C>          <C>           <C>             <C>

Michel de Montigny       500,000              16.73%       $  1.25       $  1.312        12/18/07

James A None             300,000              10.0%        $  1.25       $  1.312        12/18/07

Michel Laplante          100,000               3.3%        $  1.25       $  1.312        12/18/07

</TABLE>

Aggregated Fiscal Year-End Option Values

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


                                      19
<PAGE>

<TABLE>
<CAPTION>

                                       Number of
                                 Securities Underlying       Value of Unexercised
                                  Unexercised Options        In-the-Money Options
                                 at Fiscal Year-End(1)       at Fiscal Year-End(2)
                             ---------------------------   ---------------------------
Name                         Exercisable   Unexercisable   Exercisable   Unexercisable
----------                   -----------   -------------   -----------   -------------
<S>                             <C>              <C>          <C>           <C>

Michel de Montigny.........     166,667        333,333         $0            $75,000

James A. Hone..............     100,000        200,000         $0            $45,000

Michel Laplante............     33,333         66,667          $0            $15,000

</TABLE>


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

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


                Aggregated Fiscal Year-End Option Values

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



     The Company has no arrangement for the  remuneration  of its directors.  No
remuneration was paid to the directors during the year ended October 31, 2000.

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

     On October 29, 1999, GSI entered into an employment agreement with James A.
Hone,  currently our Executive  Vice-President  Administration,  Chief Financial
Officer  and  Secretary.  The  term of his  employment  was for one year and the
salary for his first year of employment was fixed at $60,000, commencing January
1, 2000. Mr. Hone entered a non-competition and  confidentiality  agreement with
GSI for as long as he remains an employee and for an additional year thereafter.
In  addition,  Mr. Hone was granted  warrants to purchase an aggregate of 50,000
shares of GSI's Class B Common Stock at an exercise price of $1.10 per share. On
November  20,  2000,  Mr. Hone was granted an option to purchase an aggregate of
300,000  shares of GSI's Class B Common Stock at an exercise  price of $1.25 per
share. This option will vest at the rate of 33.33 percent on December 18 in each
of the three years  commencing with the year 2000. The term of the option is for
seven years.

     On January 1, 2000,  GSI entered into an employment  agreement  with Michel
Laplante,  currently our Senior Vice President  Advanced Research and Technology
Integration.  The term of his employment is for two years at an annual salary of
$72,000.  Mr. Laplante also entered into a non-competition  and  confidentiality
agreement  with GSI for as long as he remains an employee and for an  additional
year  thereafter.  On November 20, 2000,  Mr.  Laplante was granted an option to
purchase an  aggregate  of 100,000  shares of GSI's  Class B Common  Stock at an
exercise  price of $1.25 per share.  This  option will vest at the rate of 33.33
percent on December 18 in each of the three years commencing with the year 2000.
The term of the option is for seven years.


                                       20
<PAGE>


ITEM 11.  Security Ownership of Certain Beneficial Owners and Management

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

<TABLE>
<CAPTION>

     Name and Address              Amount and Nature
     of Beneficial Owner           of Beneficial                     Percent of
                                   Ownership                           Class
    ------------------------     -----------------------           -------------
     <S>                          <C>                                   <C>
     J. Michel de Montigny        7,750,128 shares   (1)                35.2%
     CEO, President, Director     1,359,938 shares   (2)                 6.2%
     162 des Passereaux           1,421,794 shares   (3)                 6.5%
     Verdun, QC H3A 1X5             500,000 shares   (4)                 2.3%
                                    166,667 shares   (5)                  *

     James A. Hone                   50,000 shares                        *
     Senior Vice President Admin.    50,000 shares   (6)                  *
     Chief Financial Officer        100,000 shares   (7)                  *
     Secretary, Director
     904-1001 Place Mount Royal
     Montreal, QC H3A 1P2

     Michel Laplante                  20,000 shares                       *
     Senior Vice President            33,333 shares (8)                   *
     Advanced Research &
     Technology
     3552 Charron
     Mascouche, QC J7K 3N5


     All officers and             11,451,860 shares                     52.0%
     Directors as a group
     (Three persons)

</TABLE>

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

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

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

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

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

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

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

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

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


                                       21
<PAGE>


ITEM 12.  Certain Relationships and Related Transactions.


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

     During  the year  ending  October  31,  2000,  we  received  advances  from
shareholders,  including affiliated parties, in the amount of $2,772,599.  These
advances  have  enabled the company to continue to operate at its planned  pace.
These funds were, in turn,  advanced to GSI Canada, an affiliate of the company,
to further invest and develop the business.

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


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

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


ITEM 13.  Exhibits and Reports on Form 8-K

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

Exhibit
Number    Description


27.       Financial Data Schedule.


SIGNATURES

     Pursuant  to the  requirements  of  Section  13 or 15(d) of the  Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

                              GSI TECHNOLOGIES USA INC.


Dated: January 29, 2001           By: /s/J. Michel de Montigny
                                     ---------------------------
                                     J. Michel de Montigny
                                     President, Chief Executive Officer
                                     and Chairman of the Board


Dated: January 29, 2001           By: /s/James A. Hone
                                      -------------------------
                                      James A. Hone
                                      Senior Vice President Administration
                                      Chief Financial Officer
                                      and Director

Dated: January 29, 2001           By: /s/Marc Cote
                                      -------------------------
                                      Marc Cote
                                      Director



                                       22
<PAGE>







                                   APPENDIX A

                            GSI TECHNOLOGIES USA INC.

                              FINANCIAL STATEMENTS


                                      INDEX




                                                                      Page

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

     Balance Sheet as of October 31, 2000 and 1999...........          F-2

     Statements of Operations for the years ended
     October 31, 2000 and 1999................................         F-3

     Statements of Stockholders' Equity (Deficiency)
     For the years ended October 31, 2000 and 1999............         F-4-5

     Statements of Cash Flows for the year ended
     October 31, 2000 and 1999................................         F-6


     Notes to Financial Statements............................         F-7




<PAGE>



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





                          INDEPENDENT AUDITORS' REPORT




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

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

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

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the financial  position of GSI Technologies USA Inc. at
October 31, 2000,  and the results of its  operations and its cash flows for the
year then ended, in conformity with generally accepted accounting principles.

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




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


    Hollywood, Florida
    December 28, 2000




                                      F-1




<PAGE>

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




<TABLE>
<CAPTION>


                                                                                   October 31, 2000       October 31, 1999
                                                                                  ------------------    --------------------
<S>                                                                                       <C>                       <C>

                                     Assets

Current Assets
     Cash and cash equivalents                                                        $       4,404          $     350,019
     Receivables, net (principally related party)                                         3,096,664                 90,985
     Other current assets                                                                       918                      -
                                                                                        -----------             ----------
       Total current assets                                                               3,101,986                441,004
Property and equipment, net                                                                  40,568                      -
Intangible assets, net                                                                      378,522                473,478
Other assets                                                                                 61,104                      -
                                                                                        -----------             ----------
       Total assets                                                                       3,582,180                914,482
                                                                                        ===========             ==========




                      Liabilities and Stockholders' Equity

Current Liabilities
     Accounts payable                                                                       531,319                119,000
     Notes Payable (principally related party)                                            2,822,720                279,667
     Other current liabilities                                                               56,385                 58,190
                                                                                         -----------             ----------
       Total current liabilities                                                          3,410,424                456,857

 Stockholder's Equity
     Common Stock, class A, $1.00 par value;authorized                                          -                      -
          5,000,000 shares; issued and outstanding none in 2000 and 1999
     Common Stock, class B, $.001 par value;authorized                                       20,544                 19,608
          55,000,000 shares; issued and outstanding - 20,543,636 and
          19,608,372 shares respectfully
     Paid in Capital                                                                      1,748,131                696,656
     Receivable from the sale of stock                                                      (13,200)                     -
     Deficit accumulated during the development stage                                    (1,584,105)              (258,639)
     Accumulated other comprehensive income                                                     386                     -
                                                                                         -----------              ---------
       Total Shareholder's Equity                                                           171,756                457,625

        Total liabilities and shareholder's equity                                      $ 3,582,180             $  914,482
                                                                                      ==============           ============

</TABLE>









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


                                      F-2


<PAGE>
                            GSI TECHNOLOGIES USA INC.
                      (A COMPANY IN THE DEVELOPMENT STAGE)
                               STATEMENT OF INCOME
                  FOR THE YEARS ENDED OCTOBER 31, 2000 AND 1999
             FROM INCEPTION (JULY 08, 1998) THROUGH OCTOBER 31, 2000





<TABLE>
<CAPTION>

                                                                                                     Period of inception
                                                             Year Ended           Year Ended          July 06, 1998 to
                                                          October 31, 2000     October 31, 1999       October 31, 2000
                                                        --------------------   -----------------      ----------------
<S>                                                                 <C>                <C>                    <C>

Revenues                                                            596,409                   -             596,409
Cost of Sales                                                       469,416                   -             469,416
                                                        --------------------   -----------------     ----------------
Gross Profit                                                        126,993                   -             126,993

Operating Expenses:
       Marketing                                                    209,739                   -             209,739
       Management and administrative fees                           506,722                   -             506,722
       Salaries and related costs                                    99,825                   -              99,825
       Rent                                                         114,313                   -             114,313
       Financing expense                                             30,342             128,790             159,132
       Professional fees                                             42,044              78,317             120,361
       Consulting                                                   304,647                   -             304,647
       Depreciation                                                     393                   -                 393
       Amortization                                                  95,062               1,301              96,363
       Travel                                                         9,529                   -               9,529
       Other selling, general and administrative                     71,482              50,231             121,713
                                                        --------------------   -----------------   -----------------
          Total operating expenses                                1,484,098             258,639           1,742,737
          Loss before other income (expense)                     (1,357,105)           (258,639)         (1,615,744)

Other income (expense):
       Interest income (principally related party)                   76,760                   -              76,760
       Interest expense (principally related party)                 (45,121)                  -             (45,121)
                                                        --------------------   -----------------   -----------------
          Total other income (expense)                               31,639                   -              31,639


                                                        --------------------   -----------------   -----------------
Net Loss                                                         (1,325,466)           (258,639)         (1,584,105)
                                                        ====================   =================   =================
Basic weighted average common shares outstanding                 20,149,092           6,185,628          11,375,283
                                                        ====================   =================   =================
Basic Loss per common share                                $        (0.0658)      $     (0.0418)      $     (0.1393)
                                                        ====================   =================   =================


</TABLE>








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

                                      F-3


<PAGE>

                            GSI TECHNOLOGIES USA INC.
                      (A COMPANY IN THE DEVELOPMENT STAGE)
                        STATEMENT OF STOCKHOLDERS' EQUITY
             FROM INCEPTION (JULY 08, 1998) THROUGH OCTOBER 31, 2000


<TABLE>
<CAPTION>




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

Balance, beginning:                        -               $ -       $   -      $   -          $ -                         $ -

June 30, 1999
Proceeds from the sale of Class B       18,085,472   0.001   18,085      -                       -                         18,085

September 16, 1999
Contract Settlement                        500,000   0.001      500      -                       -                            500
BBT Consulting Group, Inc.

October 22, 1999
Proceeds from the sale of Class B through  384,700   0.001      385    384,315                   -                        384,700
circular offering

October 26, 1999
Issuance of stock to GSI Technologies      600,000   0.001      600    599,400                   -                        600,000
(3529363 Canada Inc.) for license rights
Dividend to affiliate - GSI Technologies                              (325,221)                                          (325,221)
(3529363 Canada Inc.) for license rights

October 27, 1999
Proceeds from the sale of Class B through   18,000   0.001       18     17,982                   -                         18,000
circular offering

October 29, 1999
Proceeds from the sale of Class B through   20,200   0.001       20     20,180                   -                         20,200
circular offering

Net loss year ended October 31, 1999                                                       (258,639)                     (258,639)

                                         ----------- ------- -------  ---------- --------- ------------ ------------  --------------
Balance, ending: October 31, 1999        19,608,372  0.001   19,608    696,656       -     (258,639)           -          457,626



</TABLE>







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


                                      F-4

<PAGE>



                            GSI TECHNOLOGIES USA INC.
                      (A COMPANY IN THE DEVELOPMENT STAGE)
                        STATEMENT OF STOCKHOLDERS' EQUITY
             FROM INCEPTION (JULY 08, 1998) THROUGH OCTOBER 31, 2000





<TABLE>
<CAPTION>


                                                                                             Accumulated   Accumulated
                                              Common Class B                      Receivable Deficit during   other         Total
                                         -----------------------        Paid in   from sale  Development Comprehensive Shareholder's
                                         Shares    Par Value  Amount    Capital   of stock   Stage        Income/(loss)   Equity
                                         --------- --------- --------- ---------  ---------- -----------   ------------- -----------
<S>                                         <C>      <C>         <C>      <C>         <C>       <C>            <C>           <C>
November 30, 1999
Proceeds from the sale of Class B through   417,818  0.001       418      417,400                                           417,818
circular offering

December 22, 1999
Proceeds from the sale of Class B through   148,639  0.001       149      148,490                                           148,639
circular offering

December 31, 1999
Proceeds from the sale of Class B through    10,643  0.001        11       10,632                                            10,643
circular offering

September 25, 2000
Proceeds from the sale of Class B through    75,000  0.001        75       74,925                                            75,000
private placement

September 27, 2000
Proceeds from the sale of Class B through    51,264  0.001        51       56,339                                            56,390
the exercise of warrants

October 03, 2000
Proceeds from the sale of Class B through    23,000  0.001        23       25,277                                            25,300
the exercise of warrants

October 13, 2000
Proceeds from the sale of Class B through    12,000  0.001        12       13,188  (13,200)                                     -
the exercise of warrants

October 20, 2000
Proceeds from the sale of Class B through   126,900  0.001       127      228,293                                           228,420
private placement

October 31, 2000
Proceeds from the sale of Class B through    70,000  0.001        70       76,930                                            77,000
the exercise of warrants

Net loss for the twelve months ended
October 31, 2000                                                                              (1,325,466)               (1,325,466)

Foreign currency translation adjustment                                                                          386           386


                                        ----------- ------- ---------- ----------  ---------- ----------- ------------ ------------
Balance, ending:  October 31, 2000       20,543,636  0.001   $ 20,544  $1,748,131 $ (13,200) $(1,584,105)      $ 386     $ 171,756
                                        =========== ======= ========== ==========  ========== =========== ============ ============

</TABLE>








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


                                      F-5

<PAGE>

                            GSI TECHNOLOGIES USA INC.
                      (A COMPANY IN THE DEVELOPMENT STAGE)
                             STATEMENT OF CASH FLOWS
                  FOR THE YEARS ENDED OCTOBER 31, 2000 AND 1999
             FROM INCEPTION (JULY 08, 1998) THROUGH OCTOBER 21, 2000





<TABLE>
<CAPTION>




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

CASH FLOWS FROM OPERATING ACTIVITIES:

Net Income (Loss)                                                 $   (1,325,466)       $   (258,639)          $    (1,584,105)
Adjustments to reconcile net income (loss) to net cash
used in operating activities:
            Depreciation and amortization                                 95,455               1,301                    96,756
            Issuance of stock for contract settlement                          -                 500                       500
            Accrued Interest Expense                                      45,121                   -                    45,121
            Accrued Interest Income                                      (76,752)                  -                   (76,752)

Changes in Operating assets and liabilities:
            Receivables and other current assets                          72,381             (90,985)                  (18,604)
            Other assets                                                 (61,104)                  -                   (61,104)
            Accounts Payable and Accrued Liabilities                     415,514             177,190                   592,704
                                                               ------------------   -----------------    ----------------------
Net cash provided by/(used in) operating activities                     (834,851)           (170,634)               (1,005,484)


CASH FLOWS FROM INVESTING ACTIVITIES:


Net cash provided by/(used in) investing activities
            Loan Receivable, principally related parties              (3,002,226)                  -               (3,002,226)
            Purchase of property and equipment                           (41,066)                  -                  (41,066)
                                                               ------------------   -----------------    ----------------------
Net cash provided by/(used in) investing activities                  (3,043,329)                   -               (3,043,329)


CASH FLOWS FROM FINANCING ACTIVITIES:

Proceeds from:
  Notes payable, principally related parties                           2,492,932              79,667                 2,572,599
  Sales of common stock                                                1,039,210             440,985                 1,480,195
                                                               ------------------   -----------------    ----------------------
Net cash provided by/(used in) financing activities                    3,532,142             520,652                 4,052,794
                                                               ------------------   -----------------    ----------------------

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

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

</TABLE>

Supplemental Schedule of noncash investing and financing activities:
<TABLE>
<CAPTION>

<S>                                                                                          <C>                       <C>
            Issuance of note for payment of license rights                                   200,000                   200,000
            Issuance of shares for license rights                                            274,779                   274,779
            Issuance of shares for dividend to affiliate                                     325,221                   325,221


</TABLE>


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

                                      F-6

<PAGE>

                            GSI TECHNOLOGIES USA INC.
                      (A COMPANY IN THE DEVELOPMENT STAGE)
                          NOTES TO FINANCIAL STATEMENTS
                            OCTOBER 31, 2000 AND 1999



NOTE 1 - ORGANIZATION AND BASIS OF PRESENTATION

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


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


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Use of 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 and
    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 and certain identifiable  intangibles held and used by the
    Company  are   reviewed   for  possible   impairment   whenever   events  or
    circumstances   indicate  the  carrying  amount  of  an  asset  may  not  be
    recoverable. Intangible assets have been written down to their net estimated
    realizable value.

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

Receivables:
    The Company  believes that the carrying amount of receivables at October 31,
2000 approximates the fair value at such date.

                                      F-7


<PAGE>

                           GSI TECHNOLOGIES USA INC.
                      (A COMPANY IN THE DEVELOPMENT STAGE)
                          NOTES TO FINANCIAL STATEMENTS
                            OCTOBER 31, 2000 AND 1999



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

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

                                                         Estimate Useful Life
                                                             (In Years)
                                                        ----------------------
           Office Furniture and Equipment                       10
           Leasehold Improvements                                5

    The  cost of  fixed  assets  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 net
    earnings.

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

License rights:
    License rights are recorded at cost, less accumulated amortization. Licenses
    are  amortized  to  operations  using  the  straight-line  method  over  the
    remaining  term.  The  remaining  term is 47 months for the current and only
    license which the company has rights to.

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

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

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


                                      F-8

<PAGE>


                            GSI TECHNOLOGIES USA INC.
                      (A COMPANY IN THE DEVELOPMENT STAGE)
                          NOTES TO FINANCIAL STATEMENTS
                            OCTOBER 31, 2000 AND 1999



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

Recent Accounting Pronouncements:
    The  Statement  of  Financial  Accounting  Standards  Board  (SFAS) No. 130,
    "Reporting  Comprehensive  Income," was issued by the  Financial  Accounting
    Standards  Board (FASB) in June 1997. This Statement  establishes  standards
    for the reporting and display of  comprehensive  income and its  components.
    Comprehensive  income  including,   among  other  things,  foreign  currency
    translation   adjustments  and  unrealized   gains  and  losses  on  certain
    investments in debt and equity  securities.  This Statement is effective for
    fiscal  periods  beginning  after  December 15,  1997.  The Company does not
    expect the  adoption  of this  statement  to have a  material  impact on its
    financial condition or results of operations.

     In June 1997,  the  Financial  Accounting  Standards  Board  (FASB)  issued
    Statement  of  Financial   Accounting   Standards   Board  (SFAS)  No.  131,
    "Disclosure about Segments of an Enterprise and Related  Information."  This
    Statement  establishes  standards for reporting  information about operating
    segments in annual  financial  statements,  and requires  that an enterprise
    report  selected  information  about  operating  segments in interim reports
    issued to  shareholders.  This  Statement  is effective  for fiscal  periods
    beginning  after December 15, 1997. The Company does not expect the adoption
    of this  statement to have a material  impact on its financial  condition or
    results of operations.


    In June  1998,  the  Financial  Accounting  Standards  Board  (FASB)  issued
    Statement  of  Financial   Accounting   Standards   Board  (SFAS)  No.  133,
    "Accounting  for Derivative  Instruments and Hedging  Activities."  This new
    standard  establishes  accounting  and reporting  standards  for  derivative
    instruments,  including  certain  derivative  instruments  embedded in other
    contracts,  and for hedging activities.  It requires that entities recognize
    all derivatives as either assets or liabilities in the consolidated  balance
    sheet and measure those instruments at fair value


NOTE 3 - DETAILS OF FINANCIAL STATEMENT COMPONENTS

<TABLE>
<CAPTION>

                                                              October 31, 2000          October 31, 1999
                                                              ----------------          ----------------
<S>                                                                    <C>                       <C>
Receivables:

Note Receivable- GSI Technologies (3529363 Canada Inc.)     $       3,058,950           $      18,085
Note Receivable - Group Solcom France                                  20,028                    -
Receivable - Maxima Capital                                              -                     72,900
Receivable - GSI Technologies (3529363 Canada Inc.)                    12,500                    -
Due from Tax Authority                                                  5,186                    -
                                                                  ------------           --------------
                                                                    3,096,664                  90,985
                                                                  ============           ==============
Property and Equipment:

Furniture and fixture                                                 38,934                      -
Leasehold improvements                                                 2,133                      -
Less:  Accum depreciation & amortization                                 499                      -
                                                                  -----------             -------------
        Property and equipment, net                         $         40,568            $         -
                                                                  ===========             =============
</TABLE>


                                      F-9

<PAGE>


                           GSI TECHNOLOGIES USA INC.
                      (A COMPANY IN THE DEVELOPMENT STAGE)
                          NOTES TO FINANCIAL STATEMENTS
                            OCTOBER 31, 2000 AND 1999


NOTE 3 - DETAILS OF FINANCIAL STATEMENT COMPONENTS (CONTINUED):
<TABLE>
<CAPTION>


                                                              October 31, 2000          October 31, 1999

                                                             -----------------          ----------------
<S>                                                                    <C>                       <C>
Intangible Assets:
           License rights                                 $          474,779           $      474,779
           (Acquired from affiliate and recorded at
           predecessor basis with the cost over such
           basis recorded as a dividend to affiliate).
           Accumulated amortization                                  (96,257)                   (1,301)
                                                                -------------             -------------
                                                          $          378,522          $        473,478
                                                                =============             =============
</TABLE>

NOTE 4 - COMMITMENTS AND CONTIGENCIES

Office leases
          On January 06, 2000 the Company  entered into an office rent agreement
     with  2849-3930  Quebec Inc.  for office space in  Montreal,  Quebec.  This
     agreement is for a term of 4 year  starting  January 01, 2000 with a 5 year
     renewal option The annual rent amount is $142,182 CAD.

          On June 16, 2000 the  Company  entered  into an office rent  agreement
     with Suntrust  Center,  L.L.C. for office space in Orlando,  Florida.  This
     agreement is for a term of 5 years and 15 days starting June 16, 2000.  The
     rent  amount from June 16 through  June 30, 2000 is $2,324 plus  applicable
     taxes. The annual rent amount starting July 1, 2000 is:

                  Year 1   $ 55,775 plus applicable taxes
                  Year 2   $ 58,006 plus applicable taxes
                  Year 3   $ 60,237 plus applicable taxes
                  Year 4   $ 62,468 plus applicable taxes
                  Year 5   $ 64,699 plus applicable taxes

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

NOTE 5 - GOING CONCERN

     The  accompanying  financial  statements  have been  prepared  assuming the
Company will  continue as a going  concern.  The Company  reported a net loss of
$1,325,466  and $258,639 for the twelve  months ended  October 31, 2000 and 1999
respectively  as well as reporting net losses of $1,584,105 from inception (July
08, 1998) to October 31, 2000. As reported on the  statement of cash flows,  the
Company incurred  negative cash flows from operating  activities of $834,851 and
$170,634 for twelve months ended October 31, 2000 and 1999  respectively and has
reported  deficient  cash flows from  operating  activities of  $1,005,484  from
inception (July 08, 1998). To date, these losses and cash flow deficiencies have
been  financed  principally  through  the  sale of  common  stock  ($1,480,195).
Continuation  of the  Company as a going  concern is  dependent  upon  obtaining
sufficient  working  capital for its planned  activity and the management of the
Company has  developed  a  strategy,  which it  believes  will  accomplish  this
objective through additional equity funding, and long term financing, which will
enable the Company to operate for coming year.


                                      F-10


<PAGE>

                            GSI TECHNOLOGIES USA INC.
                      (A COMPANY IN THE DEVELOPMENT STAGE)
                          NOTES TO FINANCIAL STATEMENTS
                            OCTOBER 31, 2000 AND 1999



NOTE 6 - RELATED PARTY TRANSACTIONS

License rights:
          On  October  26,  1999,  the  Company  entered  into a license  rights
     agreement with GSI Technologies (3529363 Canada Inc.), a shareholder of the
     Company and an affiliate. The amount of the license agreement was $800,000.
     On October 26, 1999,  the Company  issued  600,000  shares of common stock,
     class B, to GSI  Technologies  (3529363  Canada Inc.), a shareholder of the
     Company,  in  settlement of the license  rights  agreement in the amount of
     $600,000 and also issued a note payable for the balance of $200,000  (refer
     to note payable to stockholder below), which was paid in November 1999. The
     license was capitalized at predecessor  cost for an amount of $474,779 with
     the difference of $325,221 treated as a dividend to affiliate. The $325,221
     dividend to affiliate was applied against paid in capital.

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

Note receivable from stockholder:
          From November 01, 1999 to October 31, 2000, the Company advanced funds
     to GSI Technologies (3529363 Canada Inc.), a shareholder of the Company and
     an  affiliate  in  exchange  for  promissory  notes in order to continue to
     develop the concept of GSITV.com,  The Total Vision Network in Canada.  The
     note has a term of one year  bearing  interest at prime plus 2%. At October
     31, 2000, the outstanding balance due from GSI Technologies (3529363 Canada
     Inc.) was $3,058,950 including interest.

Note payable to stockholder:
          The Company had a note payable dated  October,  31, 1999 in the amount
     of $279,667 to GSI Technologies (3529363 Canada Inc.), a shareholder of the
     Company.  This  note  is for  settlement  of  payment  for  license  rights
     agreement of $200,000 and  reimbursements  of expenditures in the amount of
     $79,667 paid by GSI  Technologies  (3529363  Canada Inc.) during the fiscal
     year ended  October 31, 1999 on behalf of GSI  Technologies  USA,  Inc. The
     note is unsecured and bears  interest of prime plus two percent and matures
     on October  31,  2000.  The entire  amount of the note was paid in November
     1999.

          On  September  07,  2000,  the  Company  borrowed  funds from  several
     affiliates  and  stockholders  of the Company and issued  promissory  notes
     having a term of one year bearing  interest at prime plus 2%. The notes are
     convertible  at any  time  into  common  shares  at the  discretion  of the
     Company.  The total of the  promissory  notes at October 31, 2000 including
     interest was $2,817,720.

Sale and Cost of Display Units
          The Company sold 35 display units to GSI Technologies  (3529363 Canada
     Inc.),  a  shareholder  of the  Company  and an  affiliate,  as part of the
     sub-licensing  agreement in the territory of Canada.  The Company purchased
     these units from HiTech Neon,  a division of GSI  Technologies  (3529363
     Canada Inc.).

Marketing and Administrative Costs
          From  November 01, 1999 to October 31,  2000,  the Company was charged
     marketing and  administrative  costs incurred by GSI Technologies  (3529363
     Canada Inc.) on behalf of the Company.


                                      F-11


<PAGE>


                            GSI TECHNOLOGIES USA INC.
                      (A COMPANY IN THE DEVELOPMENT STAGE)
                          NOTES TO FINANCIAL STATEMENTS
                            OCTOBER 31, 2000 AND 1999




NOTE 6 - RELATED PARTY TRANSACTIONS (CONTINUED):

Consulting Agreement:

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

          From  November  01, 1999 to October  31,  2000,  the Company  incurred
     consulting  fees in the amount of $304,647  from  Maxima  Capital  Inc.,  a
     shareholder of the Company.

Financing  expenses:

          On October 31, 1999, the Company  incurred  financing  expenses in the
     amount of $10,000 due to Totalcom Inc., a shareholder of the Company.  This
     amount is for finder fees  associated  with the circular  offering.  Mr. J.
     Michel de Montigny is a 100 percent shareholder of Totalcom Inc. as well.

          On October 31, 1999, the Company  incurred  financing  expenses in the
     amount of $15,000 due to 3633730 Canada Inc., a shareholder of the Company.
     This amount is for finder fees associated with the circular  offering.  Mr.
     J. Michel de Montigny is a 100 percent  shareholder  of 3633730 Canada Inc.
     as well.

          On October 31, 1999, the Company  incurred  financing  expenses in the
     amount of $15,000  due to  9035-2899  Quebec  Inc.,  a  shareholder  of the
     Company.  This  amount is for  finder  fees  associated  with the  circular
     offering.

          On October 31, 1999, the Company  incurred  financing  expenses in the
     amount of $86,500 due to Maxima Capital Inc., a shareholder of the company.
     These amounts are for finder fees associated with an agreement entered into
     on August 17, 1999 with the Company. Mr. Pierre Saint-Aubin is the Director
     of Maxima Capital Inc. and a shareholder of GSI Technologies USA, Inc.

          From  November  01, 1999 through  October 31,  2000,  the Company also
     incurred  financing  expenses in the amount of $30,342 from Maxima Capital,
     Inc.

          From  November  01, 1999 to October  31,  2000,  the Company  incurred
     financing  expenses in the amount of $30,342  from Maxima  Capital  Inc., a
     shareholder of the Company. NOTE 7 - INCOME TAXES

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

NOTE 7 - INCOME TAXES

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

NOTE 8 - SHAREHOLDERS' EQUITY

Common Stock

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

          On June 30,  1999,  the Company  issued  18,085,472  shares of Class B
     common stock to founding shareholders at a price of $0.001 per share.


                                      F-12
<PAGE>

                           GSI TECHNOLOGIES USA INC.
                      (A COMPANY IN THE DEVELOPMENT STAGE)
                          NOTES TO FINANCIAL STATEMENTS
                            OCTOBER 31, 2000 AND 1999



     NOTE 8 - SHAREHOLDERS' EQUITY (CONTINUED):

          On September 16, 1999,  the Company  issued  500,000 shares of Class B
     common  stock to BBT  Consulting  Group,  Inc.  as part of its  contractual
     agreement  to obtain a (NASD)  OTC  Bulletin  Board  listing  of its common
     shares.

          On October 26,  1999,  the Company  issued  600,000  shares of Class B
     common stock to GSI Technologies (3529363 Canada Inc.) in settlement of the
     license rights agreement (See NOTE 6).

          In October 1999, the Company in accordance with its private  placement
     offering exempt from  registration  requirements  under section 4(2) of the
     Securities  Act of 1933 issued  422,900 units (each unit  consisting of one
     (1) share of Class B common  stock and one (1) warrant) at a price of $1.00
     per unit. Each warrant  entitles the registered  holder thereof to purchase
     at any time  from the date of the  offering  until  the  close of  business
     January 31, 2002, one share of common stock at a price of $1.10.

          In November  and December  1999,  the Company in  accordance  with its
     private  placement  offering exempt from  registration  requirements  under
     section 4(2) of the  Securities Act of 1933 issued 577,100 units (each unit
     consisting of one (1) share of Class B common stock and one (1) warrant) at
     a price of $1.00 per unit.  Each  warrant  entitles the  registered  holder
     thereof to  purchase  at any time from the date of the  offering  until the
     close of business January 31, 2002, one share of common stock at a price of
     $1.10.

          On September  25,  2000,  the Company in  accordance  with its private
     placement offering exempt from registration requirements under section 4(2)
     of the  Securities Act of 1933 issued 75,000 shares of Class B common stock
     at a price of $1.00 per share.

          On October  20,  2000,  the  Company in  accordance  with its  private
     placement offering exempt from registration requirements under section 4(2)
     of the Securities Act of 1933 issued 126,900 units (each unit consisting of
     one (1) share of Class B common  stock and  one-half  (1/2)  warrant)  at a
     price of $1.00  per unit.  Each  warrant  entitles  the  registered  holder
     thereof to  purchase  at any time from the date of the  offering  until the
     close of business January 31, 2002, one share of common stock at a price of
     $2.25.

          In September and October  2000,  156,264  warrants  were  exercised by
     warrant holders and 156,264 shares of Class B common stock were issued at a
     price of $1.10 per share.


NOTE 9 - WARRANTS AND OPTIONS

          On June 30, 1999,  the Company issued  2,174,000  warrants to founding
     shareholders.  Each  warrant  entitles  the  registered  holder  thereof to
     purchase at any time one share of common stock at a price of $1.10.

          On September  16, 1999,  the Company  issued  500,000  warrants to BBT
     Consulting  Group,  Inc. as part of its  contractual  agreement to obtain a
     (NASD)  OTC  Bulletin  Board  listing of its common  shares.  Each  warrant
     entitles the registered holder thereof to purchase at any time one share of
     common stock at a price of $1.10.



                                      F-13

<PAGE>

                           GSI TECHNOLOGIES USA INC.
                      (A COMPANY IN THE DEVELOPMENT STAGE)
                          NOTES TO FINANCIAL STATEMENTS
                            OCTOBER 31, 2000 AND 1999




NOTE 9 - WARRANTS AND OPTIONS (CONTINUED):

          In October 1999, the Company in accordance with its private  placement
     offering exempt from  registration  requirements  under section 4(2) of the
     Securities Act of 1933 issued 422,900 units (each unit consisting of one (1
     share of Class B common  stock and one (1) warrant) at a price of $1.00 per
     unit.  Each warrant  entitles the registered  holder thereof to purchase at
     any time from the date of the offering until the close of business  January
     31, 2002, one share of common stock at a price of $1.10.

          On October  29,  1999,  the Company  executed a three year  employment
     agreement  (which started on January 01, 2000) with its  President,  Mr. J.
     Michel de  Montigny,  which  included  an award of 500,000  warrants.  Each
     warrant  entitles the holder to purchase during his employment one share of
     common stock at a price of $1.10.

          On October  29,  1999,  the  Company  executed  a one year  employment
     agreement (which started on January 01, 2000) with its Vice President,  Mr.
     James A. Hone,  which  included an award of 50,000  warrants.  Each warrant
     entitles the holder to purchase  during his  employment one share of common
     stock at a price of $1.10.

          In November  and December  1999,  the Company in  accordance  with its
     private  placement  offering exempt from  registration  requirements  under
     section 4(2) of the  Securities Act of 1933 issued 577,100 units (each unit
     consisting of one (1) share of Class B common stock and one (1) warrant) at
     a price of $1.00 per unit.  Each  warrant  entitles the  registered  holder
     thereof to  purchase  at any time from the date of the  offering  until the
     close of business January 31, 2002, one share of common stock at a price of
     $1.10.

          On September  21,  2000,  the Company in  accordance  with its private
     placement offering exempt from registration requirements under section 4(2)
     of the Securities Act of 1933 issued 75,000 units (each unit  consisting of
     one (1) share of Class B common  stock and one (1)  warrant)  at a price of
     $1.00 per unit.  Each warrant  entitles the  registered  holder  thereof to
     purchase  at any time  from the date of the  offering  until  the  close of
     business January 31, 2002, one share of common stock at a price of $2.20.

          On October  20,  2000,  the  Company in  accordance  with its  private
     placement offering exempt from registration requirements under section 4(2)
     of the Securities Act of 1933 issued 126,900 units (each unit consisting of
     one (1) share of Class B common  stock and  one-half  (1/2)  warrant)  at a
     price of $1.00  per unit.  Each  warrant  entitles  the  registered  holder
     thereof to  purchase  at any time from the date of the  offering  until the
     close of business January 31, 2002, one share of common stock at a price of
     $2.25.

          In September and October  2000,  156,264  warrants  were  exercised by
     warrant holders and 156,264 shares of Class B common stock were issued at a
     price of $1.10 per share.

          On August 01,  2000 the  Company  adopted a Long Term  Incentive  Plan
     whereby directors,  officers,  certain key employees of the Company and its
     affiliates as well as certain  consultants  to the Company would be granted
     stock  options.  A maximum of 10% of the  authorized  Class B common shares
     totaling 5,500,000 can be reserved and available for distribution  pursuant
     to the terms of the plan.  On October 02,  2000,  925,000  options  with an
     exercise  price of $1.25  had been  issued  to  consultants  and  other non
     employee  affiliates  for services  rendered to the Company  throughout the
     year.  The options  vest  one-third  on  December  18,  2000,  one third on
     December  18, 2001 and one third on December 18,  2002.  The stock  options
     expire seven years from the date they were granted.



                                      F-14
<PAGE>

                           GSI TECHNOLOGIES USA INC.
                      (A COMPANY IN THE DEVELOPMENT STAGE)
                          NOTES TO FINANCIAL STATEMENTS
                            OCTOBER 31, 2000 AND 1999



     NOTE 9 - WARRANTS AND OPTIONS (CONTINUED):

          In October  1995,  the  Financial  Accounting  Standards  Board issued
     Statement of Financial  Accounting  Standards ("SFAS") No. 123, "Accounting
     for  Stock-Based  Compensation".  The Company has  determined  that it will
     continue to account for employee stock-based  compensation under Accounting
     Principles  Board No. 25 and elect the  disclosure-only  alternative  under
     SFAS No. 123. The fair value of a share of  nonvested  stock is measured at
     the market price of a share on the grant date.  The proforma  effect to net
     income and earnings per share is reflected as follows:
<TABLE>
<CAPTION>

                                                                        Year ended             Year ended
     FAS 123 "Accounting for stock based compensation                  Oct. 31, 2000          Oct. 31, 1999
     Paragraph 47 (a)                                                  -------------          --------------
<S>                                                                         <C>                      <C>

1.       Beginning of year - outstanding
                i.       number of options/warrants                                0                     0
                ii.      weighted average exercise price                           0                     0
2.       End of year - outstanding
                i.       number of options/warrants                        1,475,000                     0
                ii.      weighted average exercise price                        1.19                     0
3.       End of year - exercisable
                i.       number of options/warrants                          550,000                     0
                ii.      weighted average exercise price                        1.10                     0
4.       During the year - Granted
                  i.       number of options/warrants                      1,475,000                     0
                  ii.      weighted average exercise price                      1.19                     0
5.       During the year - Exercised
                i.       number of options/warrants                               0                      0
                ii.      weighted average exercise price                          0                      0
6.       During the year - Forfeited
                i.       number of options/warrants                               0                      0
                ii.      weighted average exercise price                          0                      0
7.       During the year - Expired
                i.       number of options/warrants                               0                      0
                ii.      weighted average exercise price                          0                      0

     Paragraph  47  (b)  Weighted-average   grant-date  fair  value  of  options
     grantedduring the year:

1.       Exceeds market price                                                  0.17                      0

     Paragraph 47 (c) Equity instruments other than options/warrants           none                    none

     Paragraph  47(d)  Description  of the  method and  significant  assumptions
     usedduring the year to estimate the fair value of options:
1.       Weighted average risk-free interest rate                              5.54%                     0
2.       Weighted average expected life                                       61.00 months               0
3.       Weighted average expected volatility                                  0.00%                     0
4.       Weighted average expected dividends                                   0.00                      0

</TABLE>

                                      F-15

<PAGE>
                           GSI TECHNOLOGIES USA INC.
                      (A COMPANY IN THE DEVELOPMENT STAGE)
                          NOTES TO FINANCIAL STATEMENTS
                            OCTOBER 31, 2000 AND 1999



<TABLE>
<CAPTION>


<S>                                                                         <C>                      <C>

     NOTE 9 - WARRANTS AND OPTIONS (CONTINUED):

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

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

     Paragraph 48 - Options  outstanding at the date of the latest  statement of
     financial position presented:
1.       (a) Range of exercise prices                                   $1.10-$1.25                     0
         (b) Weighted-average exercise price                                   1.19                     0
2.   Weighted-average remaining contractual life (in months)                  61.00                     0

</TABLE>

<TABLE>
<CAPTION>
                                                                                                    Inception
                                                                                                  Jul. 08, 1998
                                                     Year ended            Year ended                Through
                                                    Oct. 31, 2000         Oct. 31, 1999          Oct. 31, 2000
                                                    --------------        --------------        ----------------
    <S>                                                 <C>                   <C>                   <C>
     Net Income after proforma effect                  (1,576,216)          (258,639)              (1,834,855)
     Earnings per share after proforma effect       $     (0.0782)        $  (0.0418)           $     (0.1613)

</TABLE>

NOTE 10 - SUBSEQUENT EVENTS

     On November 20, 2000, the directors of the Company approved the acquisition
of all of the outstanding common stock (approximately 2.4 million shares) of GSI
Technologies  (3529363  Canada  Inc.),  a  shareholder  of  the  Company  and an
affiliate,  by way  of a  share  exchange.  The  acquisition  is  subject  to an
independent  evaluation  and  fairness  opinion to  determine  the number of the
Company's Class B common shares to be issued.


                                      F-16