As filed with the Securities and Exchange Commission on November 10, 2003
                          Registration No. 333-106690
        -----------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549
                       ----------------------------------
                                    FORM SB-2
                                Amendment No. 1
                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933
                    ---------------------------------------
                            GSI TECHNOLOGIES USA INC.
                        (Name of issuer in its charter)




                                                                           
DELAWARE                                        7319                             65-0902449
(State or other jurisdiction              (Primary Standard Industrial           (I.R.S. Employer
of incorporation or organization)         Classification Code)                   Identification Number)

400, ST-JACQUES WEST                                                             IRVING ROTHSTEIN, ESQ.
SUITE 500                                                                        LAW OFFICES OF IRVING ROTHSTEIN
MONTREAL H2Y 1S1 QUEBEC                                                          292 MADISON AVENUE
(514) 282-9292 CANADA                                                            NEW YORK, NEW YORK 10017
(Address and telephone number                                                    (212) 685-7600
of registrant's principal executive                                              (Name, address and telephone
offices and principal place of business)                                         number of agent for service)
                                          ------------------------------------
                                                      Copies to:
                                                 IRVING ROTHSTEIN, ESQ.
                                            Law offices of Irving Rothstein
                                                  292 Madison Avenue
                                               New York, New York 10017
                                              Telephone: (212) 685-7600



Approximate  date  of  commencement of proposed sale to public:  :  From time to
time after the effective date of this registration statement.


If  any  of  the securities being registered on this form are to be offered on a
delayed  or  continuous  basis  pursuant to Rule 415 under the Securities Act of
1933  check  the  following  box.  [X]




                                     CALCULATION OF REGISTRATION FEE

--------------------------------------------------------------------------------------------------------
Title of Each Class of        Amount To Be   Proposed Maximum      Proposed Maximum     Amount of
Securities to be Registered   registered     Offering Price Per    Aggregate Offering   Registration Fee
                                             Security(2)           Price(2)
--------------------------------------------------------------------------------------------------------
                                                                            
Common Stock Class B,          30,575,572        $0.25 (3)             $7,643,893
par value $0.001
--------------------------------------------------------------------------------------------------------
Common Stock Class B,          2,000,000         $0.05 (4)              $100,000
par value $0.001 (1)
--------------------------------------------------------------------------------------------------------



--------------------------------------------------------------------------------------------------------
Common Stock Class B,          2,500,000         $0.10 (4)              $250,000
par value $0.001 (1)
--------------------------------------------------------------------------------------------------------
Common Stock Class B           1,000,000         $0.25 (4)              $250,000
par value $0.001 (1)
--------------------------------------------------------------------------------------------------------
Common Stock Class B,          1,516,000         $1.00 (4)             $1,516,000
par value $0.001 (1)
--------------------------------------------------------------------------------------------------------
Common Stock Class B,          2,000,000         $1.20 (4)             $2,400,000
par value $0.001 (1)
--------------------------------------------------------------------------------------------------------
Total                          39,591,572                             $12,159,893           $1,118.71
--------------------------------------------------------------------------------------------------------

(1)  Consists of shares of common stock issuable upon exercise of currently
     exercisable warrants. Pursuant to Rule 416, this Registration Statement
     also covers any additional shares of common stock which may be issuable by
     virtue of the anti-dilution provisions in the warrants.

(2)  Estimated solely for the purpose of calculating the registration fee.

(3)  There is no market for our shares and this price represents the price per
     share paid by a non-affiliate through arms-length negotiation during a
     recent private offering. This price per share is higher than the book value
     and represents a more accurate value.

(4)  Pursuant to Rule 457(g), this price is the exercise price per share.





THE REGISTRANT HEREBY AMENDS THE REGISTRATION STATEMENT ON SUCH DATE OR DATES AS
MAY  BE  NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A
FURTHER  AMENDMENT  WHICH  SPECIFICALLY  STATES THAT THIS REGISTRATION STATEMENT
SHALL  THEREAFTER  BECOME  EFFECTIVE  IN  ACCORDANCE  WITH  SECTION  8(A) OF THE
SECURITIES  ACT  OF  1933  OR  UNTIL  THE  REGISTRATION  STATEMENT  SHALL BECOME
EFFECTIVE  ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY  DETERMINE.




                 SUBJECT TO COMPLETION DATED, NOVEMBER 10, 2003
                                -----------------
                            GSI TECHNOLOGIES USA INC.
                             ----------------------

                    39,591,572 shares of Class B common stock


          This prospectus covers 39,591,572 shares of the Class B common stock,
par value $.001 per share, of GSI Technologies USA Inc.  This figure includes
9,016,000  shares of common stock that we may issue in the future if currently
outstanding warrants are exercised.   The common stock offered here will be sold
solely by the selling stockholders at a fixed public offering price or at
varying prices determined at the time of sale.



THE  SECURITIES  OFFERED  HEREBY INVOLVE A HIGH DEGREE OF RISK.  PLEASE READ THE
"RISK  FACTORS"  BEGINNING  ON  PAGE  2.

          Our  securities  are  listed  for trading on the Pink Sheets under the
symbol  GSITB.



     _________________________________

          NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE
SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR
DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.

          Our principal executive offices are located at: 400 St. Jacques Street
West, Suite 500, Montreal Quebec H2Y 1S1 CANADA.  Our telephone number is (514)
282-9292.


                  The date of the Prospectus is ________, 2003.



                                  RISK FACTORS

          You should carefully consider the following facts and other
information in this prospectus before deciding to invest in the shares.

                         RISKS RELATING TO OUR VIABILITY

SINCE  WE  HAVE  ONLY  A  LIMITED  OPERATING HISTORY, IT IS DIFFICULT FOR YOU TO
EVALUATE  IF  WE  ARE  A  GOOD  INVESTMENT.

          We  were  first  incorporated  in  July  1998,  introducing  our first
products  in  January 2000.  Market success of our product line to date has been
limited  and  we  were  essentially  inactive for approximately 12 months.  As a
result,  we  have  only a very limited operating history, and we face all of the
risks  and uncertainties encountered by early-stage, technology companies.  As a
result, an investment in our offering is quite speculative since we have no real
track record for you to evaluate our true value and future prospectus.

OUR INDEPENDENT AUDITOR HAS EXPRESSED CONCERN OVER OUR ABILITY TO REMAIN IN
BUSINESS AND IF WE GO OUT OF BUSINESS YOUR INVESTMENT WILL BE LOST.

          In  his  report  on  our audited financial statements, our auditor has
stated that there is a substantial doubt as to whether we will be able to remain
in  business  for  even  the  next twelve months.  His concern is based upon our
continued  losses.  While  the  Company  hopes  to  raise the funds necessary to
implement  our  business  plan, if we fail and his concerns are proven accurate,
any  investment  in  our  securities  will  likely  be  lost.

WE HAVE INCURRED SUBSTANTIAL LOSSES AND ANTICIPATE EVEN MORE LOSSES IN THE
FUTURE WHICH MAY CAUSE US TO BECOME INSOLVENT.

          From  our  inception in July 1998 through July 31st, 2003, we incurred
an  accumulated  deficit  of $7,017,167.  We anticipate incurring further losses
until,  at  the  earliest,  we  generate  sufficient  revenues  to  offset  the
substantial up-front expenditures and operating costs associated with developing
and commercializing products utilizing our technology. There can be no assurance
that  we  will  ever  operate  profitably.

WE  NEED  SUBSTANTIAL  ADDITIONAL FINANCING OR WE WILL BE UNABLE TO COMPLETE OUR
BUSINESS  PLAN  AND  THEN,  OUR OPERATIONS WILL LIKELY CEASE OR BE SIGNIFICANTLY
CURTAILED.

          Our  capital  requirements  relating  to  the commercialization of our
technology  have been, and will continue to be, significant. We are dependent on
the proceeds of future financing, and the conversion of certain debts to equity,
in  order  to  continue  in business and to develop and commercialize additional
proposed  products.  We  anticipate  requiring  approximately  $2,000,000  in


                                        2

additional  financing  in the next 12 months.  There can be no assurance that we
will  be able to raise the substantial additional capital resources necessary to
permit  us  to pursue our business plan.  The Company has incurred approximately
$300,000  of  debt  in  the  recent past and is dependent on securing additional
funds  to  remain  viable.  Any  inability  to  obtain additional financing will
require  us  to  significantly  curtail  or  cease  operations.

THERE  IS  ONLY  A  LIMITED  MARKET  FOR OUR SECURITIES SO ANY PURCHASERS OF THE
SECURITIES  OFFERED  HEREBY  MAY  HAVE  DIFFICULTY  RESELLING  THEM.

          Our securities are traded on the OTC and there has been practically no
sales  volume  for  the last year.  No assurance can be given that a more active
market  will  develop.  Accordingly, purchasers of the shares offered herein may
find  their  investment  highly  illiquid.

                        RISKS RELATING TO OUR TECHNOLOGY

WE HAVE NOT COMPLETED TESTING ALL THE COMPONENTS OF OUR TECHNOLOGY AND IF IT
DOES NOT WORK WE WILL HAVE NO BUSINESS.

There  can  be  no  assurance that problems will not develop in our new software
products  which  would have a material adverse effect on our business.  Since we
have  conducted  only  limited  tests  of  our  software and associated hardware
products,  we are uncertain if it will perform all of the functions for which it
has  been designed or prove to be sufficiently reliable in widespread commercial
use.

OUR INFRASTRUCTURE MAY NOT BE RELIABLE BECAUSE OF THIRD PARTY DISRUPTIONS AND IF
IT FAILS WE WILL LOSE CUSTOMERS WHICH WILL HAVE A NEGATIVE IMPACT ON OUR ABILITY
TO MAKE MONEY.

          Our  system  infrastructure  will  be  vulnerable to computer viruses,
break-ins  and similar disruptions from unauthorized tampering with our computer
systems.  Computer  viruses  or  problems  caused by third parties could lead to
material  interruptions,  delays  or  cessation  in  service  to  our customers.
Inappropriate  use  of  the  Internet  by  third  parties could also potentially
jeopardize  the  security  of  confidential  information  stored in the computer
systems  of consumers.  Security and privacy concerns of consumers may limit our
ability  to  develop  a  significant  customer  base.  If  any of these concerns
eventuate,  we  will  likely find it difficult to find and then retain customers
which  will  make  it  difficult  to  generate  revenues.

                      RISKS RELATING TO OUR BUSINESS PLAN

OUR  BUSINESS  PLAN  INVOLVES  THE  RELATIVELY  NEW  CONCEPT  OF  "DIGITAL MEDIA
LOGISTICS"  INVOLVING  ELECTRONIC  AUTOMATED  OUT-OF-HOME  ADVERTISING  AND
INFORMATION  CONVEYANCE,  AND  IF OUR MARKETING STRATEGY IS UNSUCCESSFUL AND THE
MARKET  DOES  NOT  EMBRACE  OUR  PRODUCTS  WE  WILL  GO  OUT  OF  BUSINESS.


                                        3


          Our planned software solution which involves using "DIGITAL MEDIA
LOGISTICS", for reaching great numbers of "viewers per day"  remains an unproven
business concept.  Demand and market acceptance for a new method of advertising
and information content delivery is subject to a high level of uncertainty.
Achieving market acceptance for our newly developed software & hardware products
will require significant efforts and expenditures to create awareness and demand
by advertising agencies, multimedia groups, municipalities and large retailers.
The lack of success of our marketing strategy could result in the curtailing of
our operations

EVEN IF OUR BASIC TECHNOLOGY WORKS, WE MAY HAVE TO MODIFY IT TO MEET INDIVIDUAL
CUSTOMER DEMANDS.

          To  the extent that there is competition among our customers to have a
software  solution  differentiated  from others, we may need to modify and adapt
our software to meet their demands.  These modifications will take time and cost
money  and may not function.  Addressing this could delay our plans and cause us
to  incur  substantial  additional  costs.

WE HAVE ONLY LIMITED HUMAN RESOURCES TO IMPLEMENT THE PROJECTS WE MAY RECEIVE
AND IF WE ARE UNABLE TO SATISFACTORILY SERVICE OUR CUSTOMER'S PROJECTS, WE WILL
LOSE THEM AND THEIR REVENUES.

          Our  operations  will  depend  upon  the  capacity and availability of
people  to sell and implement our system infrastructure.  We currently have only
limited  human  capacity and will be required to continually expand our staff to
accommodate  significant  sales to predominantly foreign customers.  Development
and/or  expansion  of  our staff will require substantial financial, operational
and  managerial  resources.  There  can  be no assurance that we will be able to
meet  potential  demand  on a timely basis or at a commercially reasonable cost.
Our  failure  to  develop  and/or  expand  our current staff of 6  adequately to
pursue  sales  opportunities and implement projects on a timely basis will cause
us  to  lose  customers  and  therefore  decrease  our  revenues.

Our shares are considered "Penny Stock" and due to regulatory rules applicable
to the public sale of penny stock shares, you may find it more difficult to
resale these shares.

     Broker-dealer practices in connection with transactions in "penny stocks"
are regulated by certain penny stock rules adopted by the Securities and
Exchange Commission. Penny stocks generally are equity securities with a price
of less than $5.00. The penny stock rules require a broker-dealer, prior to a
transaction in a penny stock not otherwise exempt from the rules, to deliver a
standardized risk disclosure document that provides information about penny
stocks and the nature and level of risks in the penny stock market. The
broker-dealer also must provide the customer with current bid and offer
quotations for the penny stock, the compensation of the broker-dealer and its
salesperson in the transaction, and, if the broker dealer is the sole
market-maker, the broker-dealer must disclose this fact and the broker-dealer's
presumed control


                                        4

over the market, and monthly account statements showing the market value of each
penny stock held in the customer's account. In addition, broker-dealers who sell
such securities to persons other than established customers and accredited
investors (generally, those persons with assets in excess of $1,000,000 or
annual income exceeding $200,000 or $300,000 together with their spouse), must
make a special written determination that the penny stock is a suitable
investment for the purchaser and receive the purchaser's written agreement to
the transaction. Consequently, these requirements may have the effect of
reducing the level of trading activity, if any, in the secondary market for a
security that becomes subject to the penny stock rules. If the Company's
securities become subject to the penny stock rules, investors in this Offering
may find it more difficult to sell their shares.





                                        5

                SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

Some  of  the  statements  under  "Risk  Factors,"  "Management's Discussion and
Analysis,"  "Business"  and  elsewhere  in  this  Prospectus are forward-looking
statements  that  involve  risks  and  uncertainties.  These  forward-looking
statements  include  statements  about  our  plans,  objectives,  expectations,
intentions  and  assumptions  and  other statements contained in this prospectus
that  are  not statements of historical fact.  You can identify these statements
by  words  such  as  "may,"  "will,"  "should," "estimates," "plans," "expects,"
"believes,"  "intends"  and  similar  expressions.  We  cannot  guarantee future
results,  levels  of  activity, performance or achievements.  Our actual results
and  the  timing  of  certain  events  may differ significantly from the results
discussed  in  the  forward-looking statements.  Factors that might cause such a
discrepancy  include  those  discussed  in  "Risk Factors" and elsewhere in this
prospectus.  You  are  cautioned  not  to  place  undue  reliance  on  any
forward-looking  statements.


                    SUMMARY HISTORICAL FINANCIAL INFORMATION


     The following  selected  financial data for the year ended October 31, 2002
and 2001 are derived from our audited financial statements included in this
prospectus.

          The following  selected  financial data for the nine month period
ended July 31st, 2003 are derived from our unaudited interim financial
statements included in this prospectus.

               The following data should be read in conjunction with our
financial statements.




STATEMENT OF OPERATIONS DATA

                     For the 9 months(Unaudited)   For the year      For the year
                     Ended 07/31/03                Ended 10/31/02    Ended 10/31/01
                     ----------------------------  ----------------  ----------------
                                                            
Net Revenues         $      15,000                 $      23,750     $     229,793
Operating Loss       $  (1,144,322)                $    (497,637)    $  (1,644,842)
Income Taxes         $           0                 $           0     $           0
Net Loss             $  (1,175,878)                $  (1,667,839)    $  (2,589,345)
Loss Per Share       $       (0.04)                $       (0.06)    $       (0.12)
(Basic and Diluted)



                                        6



BALANCE SHEET DATA

                        October 31, 2002   July 31st, 2003 (Unaudited)
                       ------------------  ---------------------------
                                     
Working Capital        $        (845,546)  $                 (546,440)
Total Assets           $         251,913   $                  231,349
Total Liabilities      $         845,546   $                  629,654
Stockholders' Deficit  $        (593,633)  $                 (398,304)



                             DESCRIPTION OF BUSINESS

DEVELOPMENT OF THE COMPANY

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

          Mr.  J.  Michel  de  Montigny  was  also  the  founder and controlling
shareholder  of  3529363 Canada Inc. (GSI Canada). Other than the involvement of
Mr.  de  Montigny  in  both  of GSI Canada and GSI Technologies USA as a control
shareholder,  an  executive officer and director, there is no legal relationship
between  the  two  entities.

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

          The  original  vision  was  for  GSI  Canada  to undertake the R&D and
develop  the software and related technologies and for GSI Technologies USA Inc.
to  exclusive  market  the products and provide the services. To that extent, in
October  1999,  GSI  Technologies  USA  Inc.  was  granted  an  exclusive Master
Licensing Agreement, by GSI Canada, to market, sell and commercially exploit the
knowledge  and  the  developed software owned by GSI Canada. The software allows
the  advertising  message  to  be  broadcast  to  multiple  display  screens
simultaneously  and  allows  the  operator  to  change  the  message  virtually
instantaneously.

          In  2000  and  2001,  GSI  Technologies  USA  Inc.  made  efforts  to
commercially  exploit the software and expertise to the Out-of- Home advertising
Industry  with  only  minimal  success.


                                        7

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

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


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

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

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

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

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

          In  February  7,  2003,  Mr.  Ren  Arbic resigned from his position as
President  and  Chief  Executive  Officer of the Corporation and in May 2003, he
resigned from his position as Chairman of the Board of GSI Technologies USA Inc.

          In  May 2003, the Board of Directors appointed Mr. Craig Perry, who is
currently  General  Manager of InMetal and a shareholder of GSI Technologies USA
Inc.,  to  join  the  Board  of Directors as a Director and Chairman and in June
2003,  The  Board  of  Directors appointed Mr. Gilles Addison to the position of
President  and  Chief  Executive  Officer.


                                        8

OUR  BUSINESS

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

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

          INITIAL  PRODUCT  OFFERINGS

          We  initially  began  offering products and services for sale in 2000.
Our  product  offerings  at that time included both software to manage a digital
signage  network  and  related  hardware  such as installed screens, displays or
kiosks.  In  addition,  we  also  owned  and operated our own network of digital
signage  kiosks. The software products were offered pursuant to a Master License
agreement  with  GSI  Canada,  the  creator of the initial software, Multi Media
Pack,  or in short as MMP.  The hardware products were purchased for resale from
various  brand name manufactures on an as needed basis.  The Kiosk products were
designed  and  built  by  GSI  Canada.  Our  product  offerings consisted of the
following  items:

     Software  -  Digital  Signage Network Management Software (the MMP software
          licensed  from  GSI  Canada)
     Hardware   -    Player  PC
                     Servers  and  Server  Racks
                     Displays  (plasma,  LCD,  LED  or  plain  TV  set)
                     Network  Hardware  (switch,  routers,  cables)
     Kiosks   -   Custom  Manufacturing

     INITIAL  SERVICES

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

     Managed  Services
          Application Service Provider
          Hosting
          Network Management and Monitoring


                                        9

          Graphic Conversion
          Scheduling

     Integration  and  Installation
     Digital  Signage  Network  Development

          CURRENT  PRODUCT  &  SERVICES

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

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

As  a  result  of  their  report,  we  hired LTS Networks to build for us a next
generation product, based on our design, to offer to the Out-of-Home advertising
industry.  We  solicited the assistance of Mr. de Montigny, to leverage his past
experience  with  the  Advertising and Media industry to work with LTS to design
the  functional  requirements  for the new software. It was anticipated that the
new  software  would  differ  from the previous product in several key ways. The
programming  language  would  be different; the software design and architecture
would  be different; and the new product would pay close attention to standards,
such  as  the  Human  Interface  Guidelines  and  Data  Warehouse  Standards. We
proceeded  to  implement  this  project  and  the  resulting  newly  developed
proprietary  software  product was released on October 1st, 2003. The product is
being  marketed  under  the  name  of  Digital  Media  Logistics Suite, or DMLS.

In June 2003, we purchased a 40% equity interest in LTS Networks. Prior thereto,
there  was  no affiliation between us and LTS and the only relationship was that
LTS  provided us with software development services through Purchase Order on an
as  required  basis  at  standard  market  rates.

As  a  result,  in early 2003, we changed our Product and Services Offering. Our
main  focus  will  now  be  to  develop and sell a network based digital signage
management  software  solution.  We  will  also offer different level of Network
Managed  Services from simple hosting services to full network managed services.
These  services  will  be  provided  from  time  to time through sub-contractual
agreement  with  LTS  to  be  determine on a case by case basis, upon customers'
needs  and  specific  requirements.

We  will also, in some cases, offer some related hardware through our agreements
with  Petters  Group.  as  described  in  the  MD  &A  section.

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

          Our  current  product  offerings  are:

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

          Our  current  services  are:

          Managed  Services
                       Application Service Provider
                       Hosting
                       Network  Management  and  Monitoring


                                        10

          We also revised our pricing and licensing structure.  We will now sell
and  distribute our new software product on a per player software license basis.
This  is  a significant departure from our previous revenue model of territorial
licensing  as  we  believe it better reflects the standard pricing and licensing
model for our industry, and therefore should make our solution more competitive.

THE TECHNOLOGY

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

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

     Our  Digital  Media  Logistics  Suite  offers  a complete range of products
designed  around  the concept of providing network based distribution of digital
images  for  advertising  and  information  on multiple digital display devices.

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

DIGITAL MEDIA LOGISTICS SUITE (DMLS):

     Digital  Media  Logistics  Suite  3.0 is comprised of three major component
applications.  They  are Digital Media Server (DMS), Digital Media Administrator
(DMA)  and  Digital  Media  Player  (DMP).

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

     Digital  Media  Logistics  Suite  is  designed  to  operate  in most common
infrastructure  environments  that  a company may be working with. GSI's Digital
Media  Logistics  Suite  3.0  is  designed  to  handle  commercial


                                       11

Out-of-Home  advertising  and  communications'  requirements.  The  components
applications  of  the  suite  are  as  follows:

     -    GSI DIGITAL MEDIA ADMINISTRATOR (DMA)

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

     -    GSI DIGITAL MEDIA PLAYER (DMP)

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

     -    GSI DIGITAL MEDIA SERVER (DMS)

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

COMPETITION

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

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

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

     In  the  field  of  software  developer/supplier,  our  in-house  marketing
research  has identified only a few companies involved solely or mainly with the
development  of  a  vertical  market  Digital  Network


                                       12

Management  Solutions.  These  companies  are:  SCALA,  FRED,  Advanced  Digital
Signage  (ADS),  Bluepoint Technologies, Digital eMedia and Navori.  We consider
these  companies  to  be  our  direct  competitors.

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

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

THE ADVERTISING MARKET

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

     While  television's  relative  position  has  been  maintained, advances in
technology  now  enable  the  consumer  to  select from more than 500 television
channels at home. Many of these are specialized channels and pay television that
do  not broadcast advertising. As a result, TV does not reach the same number of
in-home  "viewers  per  day" as they used to. Since in-home advertising does not
offer  the  same "viewers per day" reach, it has become strategically imperative
for advertisers and advertising agencies to seek other Out-of-Home possibilities
in  order  to  reach  more  viewers  everyday.

     We have been active in the field of digital signage since 2000. In addition
to  being  a  software  developer,  we  were  also involved initially in network
integration  and hardware supplies (full outdoor displays, also called street or
urban furniture) and our founders' knowledge of the advertising and broadcasting
markets goes back a few more years. Consequently, even without hard quantitative
data concerning the actual market, our qualitative assessment is based on a good
knowledge  of  the  market  based upon many years of experience. We also believe
that  the  coming  months  will allow us to support our analysis with additional
quantitative  information.

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

EXPERIENCE


                                       13

          We  have  an  available pool of knowledge and experience regarding the
rapidly  evolving  digital  signage market. We have retained the services of the
founder  of  the  Company, Mr. Michel de Montigny, to act as Product Manager and
Sales and Marketing Director.  Mr. de Montigny's personal knowledge and contacts
that  he  has  developed  over  the  years as well as his long experience in the
marketing  and  technology  fields  will give an immediate value to the Company.

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

          Extensive  experience  has  also  been  gained in dealing with various
electronic  sign  manufacturers  and  companies  involved  in  controlling
interactivity  such  as  Dacktronics,  Saco,  Smartvision, Adtronics, A.D.E. and
Sony,  among  others.

INTELLECTUAL PROPERTY

          We  have  developed  an  entirely  new  product  as  a  result  of R&D
activities  over  the  past  9  months,  the  GSI Digital Media Logistics Suite,
(DMLS).  We own all of the intellectual property and sales rights to DMLS. These
rights are governed and protected by applicable copyright law. We intend to take
all  reasonable  and  practical  steps,  within  our means, to obtain patent and
trademark  protection  for our Intellectual Property. We can not predict at this
time when we will be able to obtain patent protection for DMLS.

SALES AND MARKETING STRATEGY

          Our  low  cost  network  management  solution  is  designed  to permit
operators  to increase profits from existing advertising networks. The reduction
of  up  front  costs  as  well  as  reduced  operational costs that our solution
provides  will  allow  for  the  development  of  previously un-exploited market
segments  which  have been overlooked due to previously high entry costs as well
as  the  conversion  of  existing  static  display networks into digital signage
networks.

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

     1)   Out-of-Home  Media  Operators:  Digital Networks involved with markets
          ------------------------------
          such  as  subways  and  train  stations,  airports,  billboards,  bus
          shelters,  etc.

     2)   Public  Information  and Security Communications: 911 info, evacuation
          -------------------------------------------------
          plans,  Amber  Alert,  public buildings, strategic high traffic areas,
          governmental  communications,  etc.


                                       14

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

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

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

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

          -    Installation  Contractors:  By  developing a value added reseller
               program  through  installation  contractors,  we  can  create
               significant  market  exposure  for  our  products  while limiting
               direct  marketing  cost.

          -    Digital  Signage  Hardware  Manufacturers:  Agreements  with  key
               Digital  Signage  manufacturers will allow our Company to develop
               horizontal  business  markets.

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

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

                      MANAGEMENT'S DISCUSSION AND ANALYSIS


               The  following  discussion should be read in conjunction with the
financial  statements  and  related  notes  which are included elsewhere in this
prospectus.

               FORWARD LOOKING STATEMENTS.

               This report contains forward-looking statements that are based on
the  Company's  beliefs as well as assumptions made by and information currently
available  to  the  Company.  When  used  in  this  report, the words "believe,"
"expect,"  "anticipate,"  "estimate,"  and  similar  expressions are intended to
identify  forward-looking  statements.  Such  statements  are subject to certain
risks,  uncertainties and assumptions, including without limitation, the overall
strength  of  the  national  securities  markets,  the  Company's  present


                                       15

financial  condition and the risks and uncertainties concerning the availability
of  additional  capital  as  and when required, technological changes, increased
competition,  international  war  and terrorism and general economic conditions.
Should  one  or  more  of  these  risks  or uncertainties materialize, or should
underlying  assumptions prove incorrect, actual results may vary materially from
those  anticipated,  estimated,  or  projected.  The  Company cautions potential
investors  not  to  place undue reliance on any such forward-looking statements,
all  of  which  speak  only  as  of  the  date  made.

          OVERVIEW

          Research  firm  iSupply/Stanford  Resources  sees  the  worldwide
Out-of-Home  Digital Signage market growing from just over $3 billion in 2003 to
approximately  $5  billion  in  2006  and about $7 billion in 2008. CAP Ventures
Inc.,  a research firm that tracks retail digital signage, a sub category of the
Out-of-Home  Digital  Signage  market,  as  a separate category, sees this niche
growing  still  faster,  from  North  America revenue of $388 million in 2003 to
nearly  $2  billion  in  2006;  an  increase  of  more  than  400  percent.

          We  are  particularly  well  positioned  to  exploit this growth as we
believe  that  we  offer  one of the only true commercial scale solutions in the
world. This belief is based on our customer's comments and feed back relating to
the  proposed  functionality  of  our  product.

RESULTS  FROM  OPERATIONS

THREE AND NINE MONTHS ENDING JULY 31ST, 2003


During GSI's third quarter from May 1 ,2003 to July 31, 2003, GSI USA incurred a
loss  of  $489,624  versus  a  loss  of  $35,237 in the same period in 2002. The
increased loss was due to higher operating expenses, specifically consulting and
software  development.

During  GSI's  nine  month's  from  November  1,  2002 to July 31, 2003, GSI USA
incurred  a  loss  of $1,175,878 versus a loss of $267,715 in the same period in
2002.  The  increased  loss  was  due to higher operating expenses, specifically
consulting, software development and a loss on the Licensing Agreement writeoff.

REVENUES

     Zero in revenue was recognized during the current year quarter, versus zero
for  the  same  period  in  the  prior  year.

$15,000  in  revenue  was  recognized  during the current year nine month period
versus  $23,750  for  the  same  period  in  the  prior year. This is related to
sub-licensing  agreements  realized  over  the  respective  terms.

OPERATING  EXPENSES

     During  the three months ended July 31, 2003, GSI USA has incurred $480,534
in  operating  expenses  versus 26,374 for the same period in 2002. The increase
was  mainly  attributable  to  marketing,  software  costs


                                       16

and  consulting.

During  the  nine months ended July 31, 2003, GSI USA has incurred $1,159,322 in
operating  expenses versus 263,210 for the same period in 2002. The increase was
mainly  attributable  to marketing, software costs, consulting and the write off
of  unamortized  impaired  licensing  rights.

LIQUIDITY  AND  CAPITAL  RESOURCES

     At  July  31,  2003  GSI  USA  had  $707  in  cash.  Cash used in operating
activities  during  the  nine months ending July 31st, 2003 was 1,032,036, which
was mainly attributable to the net cash loss from operations plus changes in net
operating  assets  and  liabilities.


     Net  Cash  used  in  investing activities during the period was $94,833 for
property  and  equipment.

     Net  Cash  provided  from  financing  activities  during  the  period  was
1,127,576.

     The  result  of  all activities during the nine-month period ending January
31,  2002  was  a  net  increase  of  $707  in  our  cash  position.



FISCAL YEARS ENDED OCTOBER 31ST, 2002 AND 2001

RESULTS FROM OPERATIONS

During  the  fiscal  year  from  November  1,  2001 to October 31, 2002, GSI USA
incurred  a loss of $1,667,839 or $0.06 per share versus a loss of $2,589,345 or
$0.12  per  share in the same period in the prior year. The loss for fiscal year
ended  October 31st, 2002 can be attributed to limited revenue generated as well
as  a  1.1  million  loss  on  write  off  of  an  affiliate  note  receivable.

REVENUES

$23,750  in  revenue  was  recognized during the fiscal year ended October 31st,
2002  versus  $229,793 for the same period in the prior year. These revenues are
related  to the sale of products, as well as a sub-license sold to Groupe Solcom
International France S.A.S. ("Groupe Solcom") giving it commercialization rights
for  the  territory of London, England, Nantes, France and a sub-license sold to
GSI  Technologies  ("GSI  Canada")  giving  it  commercialization rights for the
territory  of  Canada.

COST OF REVENUES AND DIRECT OPERATING COSTS

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


                                       17

fiscal  year ended October 31st, 2002 versus $121,797 for the same period in the
prior  year.

OPERATING EXPENSES

During  the  fiscal year ended October 31st, 2002, GSI USA has incurred $510,753
in  operating  expenses  versus  $1,752,839  for  the  same  period in 2001. The
decrease  is  attributable primarily to a drastic cut back in operations for the
current  year.

OTHER INCOME

During  the  fiscal year ending October 31st, 2002, $1,170,202 in other expenses
were  realized  compared  to $944,503 of other expenses in the prior year. These
amounts  are  primarily  attributable to the write offs of the Loss on Affiliate
note  receivables  and  advances.

LIQUIDITY AND CAPITAL RESOURCES

At  October  31, 2002 GSI USA had zero cash as compared to $6,019 at October 31,
2001.  Cash used in operating activities during the year ending October 31, 2002
was $252,545, which was mainly attributable to the net cash loss from operations
plus  changes  in  net  operating  assets  and  liabilities.

Cash  used  by  investing  activities during the fiscal year ended October 31st,
2002  are  comprised  of  purchases of property and equipment totaling $163,705.
Cash  provided by investing activities during the prior year reflected repayment
of  short-term  loans  to  GSI  Canada  in  the  amount  of  $801,656.

Cash  provided  from  financing  activities during the fiscal year ended October
31st,  2002 $410,232 include the net effect of short-term borrowing through note
payables  as  well  as  proceeds  from  an  investment group. Cash provided from
financing  activities  during  the  prior  year  of  $519,469 reflects a private
placement  as  well  as  funding  provided  by  issuance  of  Notes  Payable.

We believe that we will generate revenues in the immediate future; however there
can  be  no  assurance  that  we  will  ever  be able to obtain contracts with a
significant  number  of  customers  to  generate  meaningful revenues or achieve
profitable  operations.

We  do  not currently have any material commitments for any capital expenditures
nor  do  we anticipate incurring any such commitments in the foreseeable future.

As  of  July  31st,  2003,  we  had  a  negative  working  capital  of $546,440.
Conceivably,  this could hamper our ability to obtain loans.  However, we do not
anticipate  applying  for  any loans so we do not expect there to be any serious
ramifications  at  this time.  In any event, once the DMLS software is completed
and  can be carried on our financial statements as an asset, the problem will be
greatly  alleviated.  Also,  once anticipated revenues begin coming in the fall,
we  expect  the  problem  to  be  moot  entirely.

In  his audit opinion for our 2002 financial statements, our auditor expressed a
substantial  doubt  about  our


                                       18

ability  to  continue  as  a  going  concern.   We  believe  additional  funding
requirements  of  $2  million  are  necessary  to  avoid a similar going concern
opinion  in  the  future.   Currently  our  monthly "burn rate" is approximately
$80,000  per  month  which  includes  R&D  expenses  of $40,000.  We believe our
monthly  "burn  rate"  will  increase to approximately $160,000 per month.  This
increased  amount  will include R&D expenses increasing to approximately $80,000
per  month,  marketing  expenses of approximately $30,000 per month, salaries of
approximately  $25,000 per month and general and administrative of approximately
$25,000  per  month.  We believe that we will be able to survive for the next 12
months  based  upon  our  cash  on  hand,  our  ability  to  raise funds and the
commencement  of  revenue generation from our new software.  Our cash on hand at
October  31,  2003  is approximately $14,800.  The operating plan for the fiscal
year ending October 31, 2004 reflects the sale of 3000 software licenses at $590
each,  beginning  with  the  first sales of 500 licenses in January 2004.  These
installations  will  generate  revenue and cash flow to the company.  Additional
capital  and/or borrowings may be necessary in order for the Company to continue
in  existence until attaining and sustaining profitable operations.  The Company
has  available  the  option  to  seek additional funds from current shareholders
through  borrowings or equity financing.  None of the shareholders are obligated
to  provide  additional  financing  nor have any of them committed to making any
additional investment.   Management has continued to develop a strategic plan to
develop  a  management  team, maintain reporting compliance and seek new markets
for  our core technology from which our current product, Digital Media Logistics
Suite,  was  derived.

          We  have,  in  the  past  year, paid considerable attention to raising
sufficient  funds  to  cover these activities. From May 2002 through May 2003 we
raised almost $1,000,000 in new equity by private placement as detailed below in
Recent  Sales of Unregistered Securities. We also converted $330,000 of old debt
to  equity  and  we  raised  an additional $300,000 debt by way of a convertible
debenture.

          These  funds  were utilized to reduce outstanding payables and to fund
the  build-up  of  our operations as well as to support the roll-out of our DMLS
product  line  and  continue  our  development  plan.

DISCUSSION AND ANALYSIS

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

          In  May  2002,  the Company negotiated a loan agreement as detailed in
Recent Sales of Unregistered Securities, allowing us to resolve most of the then
pending  financial issues and reduce our payables considerably by end of October
2002. In the same period of time, we continued to investigate the possibility of
transforming  certain  loans  and  liabilities  into  equity,  creating  new
partnerships  and  raising  new  capital.

          As  described  in  greater  detail  above  under  Business,  we made a
strategic  decision  to  change the focus of our business and concentrate on the
development and then sale of our own proprietary digital signage software, DMLS.
In first 3 quarters of fiscal 2003 we spent $300,000 on Research and Development
as  compared  to  nothing  in  all  of  fiscal  2002.


                                       19

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

          In  April  2003,  we  signed a special agreement with MCSI, a publicly
traded corporation specialized in Technology Integration, whereby we have agreed
to  sell  to  MCSI  up  to  12,000 licenses of our DMLS software at a discounted
price. The agreement is valid for a term of 24 months. MCSI has no obligation to
purchase  any  of  the  licenses.

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

          We currently have five Purchase Orders for five different projects for
a  total  of  686  DMP  Software licenses and 650 Player PCs. This represents an
approximate  sales dollar value of $1,050,000. As of October 31st, 2003, we have
delivered  on  approximately  20%  of these orders and anticipate delivering the
balance  on  or  before  January  1st,  2004.

          On  June  23, 2002, we completed an Agreement with SN Entertainment, a
company  specialized  in Internet market content. The agreement called for us to
install  a  network  of  full  motion  video plasma screens in approximately 200
preferred  locations  in  the  United  States. However we now believe that SN no
longer  intends to participate in the digital signage industry and therefore the
company  expects  no  revenue  from  this  agreement.

          In  May  2003,  we initiated negotiations with Arcanes Technologies, a
France-based  corporation  to  act  as sales agent to distribute our new line of
products  in  France.  Negotiations are in preliminary stage and the Company can
not  state  when  or  whether  an  agreement  will  be  reached.

          In  May  2003, we received a Letter Of Intent from TSA, a France-based
corporation,  specialized  in  Network Integration and Satellite Transmission to
act  as  installation contractors and service corporation for our European based
customers.  We  are  currently  negotiating  contract  agreements and anticipate
conclusion  by  the  end  of  2003.

          The marketing plan for our fiscal year, ending October 2003, calls for
our  management  and  sales  team  to  concentrate on existing opportunities and
current  contract  negotiations.


                                       20

          The  operating  plan  is  ambitious and, as noted under the heading We
have limited human resources to implement the project we may receive in the Risk
Factors  section  of  this document, contains an inherent risk in our ability to
expand  rapidly  and  address the needs of diverse customers. This will be a key
factor to our success and requires funding for ongoing operations, primarily for
continued  liquidity  and  capital  resources,  R&D  activities,  and  sales and
marketing  expenses.


EFFECT OF RECENT ACCOUNTING PRONOUNCEMENTS

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

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

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

     The  Statement  of  Financial  Accounting  Standards  Board (SFAS) No. 144,
"Accounting  for the Impairment or Disposal of Long-Lived Assets," was issued by
the Financial Accounting Standards Board (FASB) in October 2001.  This Statement
provides  a  single accounting model for long-lived assets to be disposed of and
replaces  SFAS  No.  121 "Accounting for the Impairment of Long-Lived Assets and
Long-Lived  Assets  to  Be Disposed Of."  This Statement is effective for fiscal
years  beginning after December 15, 2001.  The adoption of this statement by the
Company  did not have a material impact on its financial condition or results of
operations.


                                       21

                                 USE OF PROCEEDS

          We will not receive any proceeds from the sale of the shares of common
stock  by the selling stockholders.  However, we will receive the exercise price
of the warrants if they are exercised.  If all of the warrants are exercised, we
would  receive  an aggregate of $4,516,000.  No assurance can be given that all,
or  even  any,  of  the  warrants  will  be  exercised.

          Any proceed received from the exercise of the warrants will be added
to working capital.  We have no definite plans for the use of any proceeds from
this offering and we have made no specific allocation as to the use of such
proceeds.  The proceeds could be used for current administrative, marketing and
other expenses, the acquisition of business or repayment of debt.  Any such
application of the proceeds of this offering will be at the discretion of our
board of directors.


                                       22

EMPLOYEES

               We  have  taken  recent steps to strengthen the senior management
team, and have taken a cautious approach on expansion of salaried positions.  In
order  to  maintain  flexibility  and  minimize overhead, the Company previously
outsourced  to  consultants  and  other  professionals  to  provide the directly
applicable  skill sets required for specific time periods, wherever possible and
cost-effective.  A  new  President  and  Chief  Executive  Officer,  Mr.  Gilles
Addison, was hired with a one-year professional services agreement.  We continue
to  seek a suitable corporate financial officer and are seeking additional sales
and  account  support people.  We currently have 6 full time staff members. They
occupy  positions  as  Operations,  Sales  and  Marketing, Business and Investor
Relations,  Administration  and  Reception.  The  President and CEO is part time
dedicating  approximately  one  week  a  month to GSI's business.  All employees
except  the  President and CEO, who is directly employed by GSI Technologies USA
Inc.,  were  provided  by  way  of a Services agreement with our partially owned
affiliate  LTS  Networks Inc. As of November 1st, 2003 these five employees were
engaged  directly  by  GSI  Technologies in permanent full time positions.  They
continue  to perform the same duties as before.   The Services contract with LTS
Networks  for these employees was canceled effective October 31st, 2003.  Except
for Mr. Addison, all employees are at-will employees without any contract.  None
of  the  employees  are  members  of a union.  We believe our relations with our
employees  are  excellent.


                            DESCRIPTION OF PROPERTIES

          In  September  2002,  we  moved  our principal business office to 400,
St-Jacques  West, Suite 500, in the City of Montreal. Our facilities are located
in approximately 2,500 square feet of leased office space in Montreal. The lease
expires  on September 1, 2005 and provides for an annual rental of approximately
$24,000.

          On October 1st, 2002, the Company entered into a one year office lease
for 1,600 square feet of office-warehouse space in Plattsburg for its USA Office
in  New  York  with  an  annual  rental  of  approximately  $12,000.


            MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

          Our  common  stock  traded  in the over-the-counter market on the "OTC
Bulletin Board" under the symbol GSITB from September 13, 2000 until March 2002,
when  it  was delisted for late filing of our annual report for the period ended
October  31, 2001. The Company is now current with its filings and is trading on
the  OTC market. We have appointed a new market maker who expects to file a Form
211, so our securities can become relisted on the OTCBB. Until March 5, 2002, we
have  provided  the  closing bid and ask prices and thereafter the closing sales
prices.  These  do  not include retail markups, markdowns or commissions. Nor do
they  represent  actual  transactions.


                                       23



                                      CLOSING BID       CLOSING ASK

                                       HIGH      LOW     HIGH      LOW
                                                   
 Fiscal Year Ended October 31,2001
First Quarter                          1.47      .31     1.69      .41
Second Quarter                          .53      .10      .66      .13
Third Quarter                           .35      .14      .55      .16
Fourth Quarter                          .19      .10      .30      .15

 Fiscal Year Ended October 31,2002
First Quarter                           .40      .07      .51      .11
Feb. 1- March 5, 2002                   .35      .09      .50      .20




                                                 CLOSING SALES

                                        HIGH                       LOW
                                                         
Second Quarter                          .45                        .05
Third Quarter                           .05                        .05
Fourth Quarter                          .001                       .001

   Current Fiscal Year
First Quarter                           .001                       .001
Second Quarter                          .01                        .001
Third Quarter                           .001                       .001
Fourth Quarter                          .001                       .001



                      EQUITY COMPENSATION PLAN INFORMATION

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


                                   MANAGEMENT

OFFICERS AND DIRECTORS

     Our officers and directors are as follows:



Name                Age  Position
----                ---  --------
                   
Gilles Addison       63  President & CEO


                                       24

Marie El-Ahmar Eid   40  Director, Secretary, Business Development & Investor
                         Relations Director
Craig Perry          46  Director and Chairman
Marc Cote, LLB       42  Director


          GILLES ADDISON

          Mr.  Addison  is  a  senior  executive  with  more  than  30  years of
experience  in  marketing,  financial  management,  administration  and  human
resources for national and international companies.  From 1972 to 1979 he worked
for  the  Citicorp  Leasing Canada LTD as a Corporate Lending Officer, promoting
business  with  major Canadian Corporations and Government agencies.  In 1979 he
became  a  Corporate  Manager for National Bank Corporate Leasing.  From 1983 to
1994 he was the President and CEO of Fimacor International, a financial services
company.  From  1994  to  present,  he  is  the  Executive Vice-President of EXA
Systems  Inc., responsible for sales, marketing and finance. He became President
&  CEO  of  the  GSI  on  June  11,  2003.

          MARIE EL-AHMAR EID

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

          CRAIG PERRY

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

          MARC COTE

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

EXECUTIVE  ADVISORY  BOARD


                                       25

          In  June  2003, GSI Board of Directors appointed an Executive Advisory
Board  to  manage  and  build the value of the Corporation on a day to day basis
with  the  input of experienced individuals in various fields of activities.  We
believe  GSI will grow in a team environment and deliver positive results to the
benefits  of  our shareholders.  The Executive Advisory Board will report to the
Board of Directors through the CEO, Mr. Addison.  GSI's management is seeking to
identify  a  Chief  Financial  Officer  who  will suit our needs.  The Executive
Advisory  Board  is  composed  of  the  following  individuals:

     -    MR.  GILLES  ADDISON,  President  and  CEO

     -    MRS.  MARIE  EL-AHMAR EID, Business Development and Investor Relations
          Director

     -    MR.  GLEN  PEARSON,  Operation  Director

                    Mr.  Pearson  has  over  15  years  practical,  broad-based,
     entrepreneurial  experience  in  a wide range of industries. His particular
     interest  and  expertise  is  in  start-up management. Mr. Pearson's career
     includes  several  successful  terms  as  a  small  business  owner  in
     construction,  manufacturing  and  specialty  retail  industries, including
     innovation of product and process. His skills cover a broad range including
     experience  in  general management, overseeing marketing, sales, production
     and  human  resources.  From  1996 till 1998, Mr. Pearson performed various
     contracts  in  Business  and  Manufacturing  process.  In 1999, Mr. Pearson
     joined Ideas and Associates, a start-up IT outsourcing company specializing
     in  application  development  for  the  Internet,  as  Vice-President  of
     Operations.  In  2000  Mr. Pearson became President of Ideas and Associates
     and  refined  the  business  and  revenue  models. Under his leadership the
     company  grew  from  8  employees  to 60 in under 18 months while remaining
     profitable.  In 2003, Mr. Pearson became the Chief Executive Officer of LTS
     Networks.

     -    MR.  MICHEL  DE  MONTIGNY,  Product,  Sales  and  Marketing  Director

                    Mr.  de  Montigny  founded GSI Technologies USA Inc. in 1998
     and  was  its President and CEO until September 8, 2001 and Chairman of the
     Board  until  April 2001. Mr. de Montigny left the Corporation in September
     2001  for  health  reasons  and  continued  convalescence through 2002. GSI
     Technologies  USA Inc. re-hired Mr. de Montigny in January 2003 as Product,
     Sales and Marketing Director. Mr. de Montigny has over twenty five years of
     hands-on  and management experience in the advertising industry and over 10
     years  of  experience  in  the  technology market. In 1995 he founded Group
     Solcom  International  which  became  GSI Canada. From 1990 to 1992, he was
     president  of Groupe Actuel Design, crafting the design concepts behind the
     Bell  Canada  Boutiques,  the  Yves  Rocher  Boutiques  and the Societe des
     Alcools  du  Quebec Stores. From 1988 to 1990 he was president of Inter-Dec
     College, a technical college in Montreal. Prior thereto, he was Director of
     Operations  and  Director  of  Marketing  in  a variety of companies. As an
     advertising  and marketing consultant, he was the driving force behind some
     of  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.  Mr.



                                       26

     de  Montigny  received  an  MBA  from  the  University  of  Quebec.

     -    MRS.  PAOLA  SALCEDO,  Administration  Director

                    Mrs. Salcedo graduated from University Externado de Colombia
     in  Finance  and  International  Relations  in  1998. From 1998 to 1999 she
     worked  for  the  Center  of  Research  and  Development  for International
     Cooperation  in  Bogota. In 1999 she immigrated to Canada. Between 1999 and
     2002,  she  completed  certifications  in languages and economic studies at
     Concordia  University  and  Universit  de  Montr al. She speaks 4 languages
     fluently.  In  2002  she became a Canadian resident and was employed by GSI
     Technologies  USA  Inc.

INDEMNIFICATION OF DIRECTORS AND OFFICERS

Neither our certificate of incorporation nor our by-laws currently provide
indemnification to our current officers or directors.  In an effort to continue
to attract and retain qualified individuals to serve as our directors and
officers, we intend to adopt provisions providing for the maximum
indemnification permitted by Delaware law.  Section 145 of the Delaware General
Corporation Law, as amended, authorizes the Company to indemnify any director or
officer under certain prescribed circumstances and subject to certain
limitations against costs and expenses, including attorney's fees actually and
reasonably incurred in connection with any action, suit or proceeding, whether
civil, criminal, administrative or investigative, to which a person is a party
by reason of being a director or officer of the Company if it is determined that
such person acted in accordance with the applicable standard of conduct set
forth in such statutory provisions.  The Company may also purchase and maintain
insurance for the benefit of any director or officer which may cover claims for
which the Company could not indemnify such persons.


COMPENSATION OF DIRECTORS

          Directors do not receive any compensation for their service as members
of  the  board  of  directors.

                          SECURITY OWNERSHIP OF CERTAIN
                        BENEFICIAL OWNERS AND MANAGEMENT

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

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

          -    each  of  our  executive  officers  and  directors,  and

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

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




                                      Number of
                                      Shares Owned
Name                                  Beneficially    % of Total
------------------------------------  --------------  ----------


                                       27

                                                
MARIE EL-AHMAR EID                        12,764               *
CRAIG PERRY                            6,016,000 (1)        13.1
SOGEPAR SA                            10,000,000 (2)        20.5
WORLDWIDE BUSINESS CONSULTANTS S.A.    4,500,000 (3)         9.6
FIRST MERCANTILE INVESTMENTS, CORP.    3,000,000 (4)         6.5
4136306 CANADA INC.                    8,034,724            17.9
LA FERME M.J. FILLION INC. (4)         4,000,000             8.7

All Officers and Directors
as a Group (2 persons)                 6,028,764 (1)        13.1

- ----------------
* less than 1%

(1) INCLUDES 1,016,000 CURRENTLY EXERCISABLE WARRANTS
(2) INCLUDES 4,000,000 CURRENTLY EXERCISABLE WARRANTS
(3) INCLUDES 2,000,000 CURRENTLY EXERCISABLE WARRANTS
(4) INCLUDES 1,000,000 CURRENTLY EXERCISABLE WARRANTS


                             EXECUTIVE COMPENSATION


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



                                                                    Long Term
                                 Annual Compensation           Compensation Awards
                                                              Securities Underlying
Name and Principal Position    Year    Salary ($)  Bonus ($)         Options
                                                  
Ren  Arbic, President & CEO  2003 (1)      26,500
                             2002 (2)      16,129
                             2001 (3)           0


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


                                       28

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

(3)  Mr. Arbic was hired at the beginning of September 2001 and his salary were to
commence on November 2001.



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


EMPLOYMENT AGREEMENTS

          Mr.  Addison  entered  into a one year professional services agreement
commencing  June  11,  2003  as  described  immediately  above.


                 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

From  November  01, 1999 through October 31, 2001, the Company advanced funds to
GSI  Technologies (3529363 Canada Inc.), an affiliate of the Company in exchange
for  promissory  notes in order to continue to develop the concept of GSITV.com,
The  Total  Vision  Network  in Canada. The note has a term of one year, but has
been  extended  indefinitely  bearing interest at prime plus 2%.  At October 31,
2001,  the  outstanding  balance due from GSI Technologies (3529363 Canada Inc.)
was  $1,560,944  including  interest  and  a  write  down  of  the receivable of
approximately  $1,034,000 due to GSI Technologies (3529363 Canada Inc.) approval
from  the  Quebec  Superior  courts ratification of reorganization on October 9,
2001. During the fiscal year ended October 31, 2002, the Company made additional
advances  on  behalf  of GSI Technologies (3529363 Canada Inc.) in the amount of
$130,203.  At  October  31,  2002, due to GSI Technologies (3529363 Canada Inc.)
continued financial difficulties, the Company wrote off the remaining balance of
the receivable of $1,691,147 offset by a $545,355 payable to a subsidiary wholly
owned  by  GSI  Technologies  (3529363  Canada  Inc.).  The loss realized in the
current  year  related  to  these  items  totaled  $1,145,792.

On May 15, 2002 the Company signed a promissory note for $330,000 with Mr. Craig
Perry.  Mr.  Perry became a Director on April 28, 2003.  The term of the note is
for  60 days and the rate of interest is prime plus 2%.  The Company also agreed
to  issue  2 million shares of Class B Common Stock to the lender as part of the
transaction  as  an  origination  fee which was valued at .05 per share totaling
$100,000. On June 20, 2002, a shareholder of the Company indirectly forwarded to
the  lender 1,114,000 shares as collateral for this transaction on behalf of the
Company  thereby assigning 55.7% ($55,700) of the origination fee liability from
the  lender  to  the shareholder.  On  June 20, 2002, another shareholder of the
Company  directly  forwarded to the lender 886,000 shares as collateral for this
transaction  on  behalf  of  the  Company


                                       29

thereby  assigning  44.3%  (44,300)  of  the  origination fee liability from the
lender  to  the  shareholder.  On  June  21,  2002  the  Company agreed to issue
1,114,000  shares  to  the  shareholder who advanced his shares to the lender as
well  as  issuing  an  additional 222,800 for his assistance in this matter. The
222,800  were valued at .05 per share totaling $11,140 and reflected as interest
in the October 31, 2002 financial statements. At October 31, 2002, no shares had
been  issued  to the shareholder and the origination fee liability of $55,700 as
well  as  the  additional  $11,400  in  accrued  interest  remained reflected as
liabilities  in the October 31, 2002 financial statements . On June 21, 2002 the
Company  and  the  other  shareholder who forwarded 886,000 shares to the lender
agreed  that he would not receive any shares from the Company for his assistance
in  the  matter.  The  Company  reflected  this  as relieving the balance of the
accrued  origination  fee  liability  with  an  offset to Paid in Capital in the
amount  of  $44,300 in the October 31, 2002 financial statements. At October 31,
2002,  the  note had not been paid back and the accrued interest totaled $4,837.
As  part of the agreement, the Company will issue an additional 1,000,000 shares
as  a  default  penalty valued at .05 per share totaling $50,000. At October 31,
2002,  the  Company  had  not  issued any shares related to default penalty. The
default  penalty amounts have been accrued and reflected in the October 31, 2002
financial  statements.  At January 31, 2003, the note had not been paid back and
accrued  interest  for  the three month period ending January 31, 2003 of $5,362
has been reflected in the financial statements. This note including all interest
associated  with  it  was  $340,199  at January 31, 2003. On March 28, 2003, the
Company  issued  1 million shares in settlement of the default penalty. At April
30, 2003, the note had not been paid back and accrued interest for the six month
period  ending  April 30, 2003 totaled $10,519. This note including all interest
associated  with  it  was  $345,356  at  April 30, 2003. In May 2003 the Company
received  and  additional  $163,144  in investment proceeds and issued 2 million
shares,  500,000  warrants exercisable at $0.25 and 516,000 warrants exercisable
at  $1.00 for settlement  of  the additional proceeds of $163,144 as well as the
original  principal  amount of $330,000 and accrued interest of $15,808 totaling
$345,808.

During  the  course  of  fiscal  year ending October 31st, 2002, the Company has
retained  legal  services  from  a firm in which a director of the Company, Marc
Cote,  is  a  partner. The Company incurred $24,000 in legal fees from this firm
during  that fiscal year. During the nine month period ending July 31, 2003, the
Company  has  retained  legal  services  from  a firm in which a director of the
Company,  Marc Cote, is a partner. The Company incurred approximately $28,800 in
legal  fees  from  this  firm  in  the  nine month period ending July 31, 2003.

On  December 1st, 2002, we entered into a leasing agreement with our shareholder
Worldwide  Business  Consultants S.A. for our Montreal Office. The lease expires
on September 1, 2005 and provides for an annual rental of approximately $24,000.
We  believe  that  the  rental  rate  represents  a  fair  rental  value.

On  June  11,  2003, we concluded a purchase agreement to acquire a 40% stake in
LTS  Networks  Inc.,  the  developer  of our software, for 500,000 shares of our
common  stock.

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

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


                                       30

                      DISCLOSURE OF COMMISSION POSITION ON
                 INDEMNIFICATION FOR SECURITIES ACT LIABILITIES

          Neither  our  by-laws  nor  our certificate of incorporation currently
provide  indemnification to our officers or directors.  In an effort to continue
to  attract  and  retain  qualified  individuals  to  serve as our directors and
officers,  we  intend  to  adopt  provisions  providing  for  the  maximum
indemnification permitted by Delaware law.  A description of these provisions is
contained  in  Management  -  Indemnification  of  Directors  and  Officers.

          Insofar  as  indemnification  for  liabilities  arising  under  the
Securities  Act  of 1933 may be permitted to directors, officers and controlling
persons,  pursuant  to  the  foregoing  provisions,  or  otherwise, we have been
advised  that  in  the  opinion  of  the Securities and Exchange Commission such
indemnification  is against public policy as expressed in the Securities Act and
is,  therefore  unenforceable.

                            DESCRIPTION OF SECURITIES

AUTHORIZED AND OUTSTANDING STOCK

          Our  authorized capital stock consists of 55,000,000 shares of Class B
common  stock,  $.001  par  value, and 5,000,000 shares of Class A common stock,
$1.00 par value. As of October 31st, 2003, there were 44,835,823 shares of Class
B common stock outstanding, which were held by approximately 286 stockholders of
record  and no shares of Class A common stock  were outstanding.  Other than the
par  value,  there  are no differences between Class A and Class B.  At our next
shareholder's meeting we intend to recommend action to cancel the Class A stock.
This  action, if approved, will not have any impact on the Class B stockholders.

COMMON  STOCK

          Subject to legal and contractual restrictions on payment of dividends,
the holders of common stock are entitled to receive such lawful dividends as may
be  declared  by  the  board  of  directors.  In  the  event of our liquidation,
dissolution or winding up, the holders of shares of common stock are entitled to
receive  all  of our remaining assets available for distribution to stockholders
after  satisfaction  of  all  liabilities and preferences. Holders of our common
stock  do not have any preemptive, conversion or redemption rights and there are
no sinking fund provisions applicable to our common stock. Record holders of our
common  stock  are entitled to vote at all meetings of stockholders and at those
meetings are entitled to cast one vote for each share of record that they own on
all  matters on which stockholders may vote. Stockholders do not have cumulative
voting  rights  in  the election of our directors. As a result, the holders of a
plurality  of  the  outstanding  shares  can elect all of our directors, and the
holders  of the remaining shares are not able to elect any of our directors. All
outstanding  shares  of  common stock are fully paid and non-assessable, and all
shares  of  common  stock  to be offered and sold in this offering will be fully
paid  and  non-assessable.

WARRANTS

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



                                       31

TRANSFER  AGENT  AND  REGISTRAR

          The  stock  transfer  agent  and  registrar  for  our  common stock is
Intercontinental  Registry and Stock Transfer, located at 900 Buchanan blvd # 1,
Boulder  City,  Nevada  89005-2100.

DIVIDEND  POLICY

          Under  Delaware  law,  dividends  may  only  be  paid  out  of legally
available  funds  as  prescribed  by Section 170 of the Delaware Corporate Code,
subject  to  the  discretion  of  the  board  of  directors.  In addition, it is
currently  our  policy  to  retain  internally generated funds to support future
expansion  of  our  business.  Accordingly, even if we do generate earnings, and
even  if we are not prohibited from paying dividends, we do not currently intend
to declare or pay cash dividends on our common stock for the foreseeable future.

SHARES AVAILABLE FOR FUTURE SALE

          On the date of this Prospectus, all 39,591,572 shares included in this
prospectus  will generally be freely tradable without restriction imposed by, or
further  registration  under, the Securities Act. An additional 2,594,008 shares
of  our  common  stock  may  be  deemed "restricted securities," as that term is
defined  under Rule 144 promulgated under the Securities Act. Such shares may be
sold  to  the  public,  subject  to  volume  restrictions,  as  described below.
Commencing  at various dates, these shares may be sold to the public without any
volume  limitations.

          In  general,  under  Rule  144  as currently in effect, subject to the
satisfaction  of  certain  other  conditions,  a  person,  including  one of our
affiliates,  or  persons  whose  shares  are aggregated with affiliates, who has
owned  restricted  shares  of common stock beneficially for at least one year is
entitled  to  sell,  within any three-month period, a number of shares that does
not  exceed  1%  of the total number of outstanding shares of the same class. In
the  event  our  shares are sold on an exchange or are reported on the automated
quotation  system  of a registered securities association, you could sell during
any  three-month  period  the  greater  of  such 1% amount or the average weekly
trading  volume  as  reported  for the four calendar weeks preceding the date on
which  notice  of your sale is filed with the SEC. Sales under Rule 144 are also
subject  to  certain  manner  of  sale  provisions,  notice requirements and the
availability  of  current public information about us. A person who has not been
one  of  our  affiliates for at least the three months immediately preceding the
sale  and  who  has  beneficially  owned shares of common stock for at least two
years  is  entitled  to sell such shares under Rule 144 without regard to any of
the  limitations  described  above.

          Our  shares  of  common  stock  are traded on the OTC. Pursuant to SEC
regulations,  the  OTC  is  not  considered  an "automated quotation system of a
registered  securities association" and Rule 144 will only permit sales of up to
1%  of  the  outstanding  shares  during  any  three  month  period.

                              PLAN OF DISTRIBUTION

          The sale of the shares of common stock by the selling stockholders may
be  effected by them from time to time in the over the counter market or in such
other public forum where our shares are publicly traded or listed for quotation.
These sales may be made in negotiated transactions through the timing of options
on  the shares, or through a combination of such methods of sale, by selling the
shares  to  or  through  broker-dealers,  and  such  broker-dealers  may receive
compensation  in  the  form  of  discounts,  concessions or commissions from the
selling  stockholders  and/or  the  purchasers  of  the  shares  for  which such
broker-dealer  may act as agent or to whom they sell as principal, or both.  Any
such  discounts  and  compensation  will  be  negotiated  between  the  selling
stockholders  and  their  broker-dealer  without the involvement of the Company.



                                       32

on  the  shares,  or  through  a  combination  of such methods of sale, at fixed
prices, which may be charged at market prices prevailing at the time of sale, at
prices  related  to  such  prevailing market prices or at negotiated prices. The
selling  stockholders  may  effect such transactions by selling the shares to or
through  broker-dealers, and such broker-dealers may receive compensation in the
form  of  discounts,  concessions  or  commissions from the selling stockholders
and/or  the  purchasers  of  the  shares for which such broker-dealer may act as
agent  or  to  whom  they  sell  as principal, or both. The compensation as to a
particular  broker-dealer  may  be  in  excess  of  customary  compensation.

          The  selling stockholders and any broker-dealers who act in connection
with  the  sale  of the shares hereunder may be deemed to be underwriters within
the meaning of Section 2(11) of the Securities Act, and any commissions received
by them and any profit on any sale of the shares as principal might be deemed to
be  underwriting  discounts  and  commissions  under  the  Securities  Act.

                              SELLING STOCKHOLDERS

          We  are  registering

          -    Shares  of  common  stock  purchased  by  investors  in  private
               placement  offerings,

          -    The  shares  of  common  stock  issued to the shareholders of LTS
               Networks,

          -    9,016,000 shares of common stock underlying currently outstanding
               warrants.

          Other  than  the costs of preparing this prospectus and a registration
fee to the SEC, we are not paying any costs relating to the sales by the selling
stockholders.  Each  of  the  selling  stockholders,  or  their transferees, and
intermediaries  to  whom  such  securities  may  be  sold may be deemed to be an
"underwriter"  of  the  common stock offered in this prospectus, as that term is
defined  under  the  Securities  Act. Each of the selling stockholders, or their
transferees,  may sell these shares from time to time for his own account in the
open market at the prevailing prices, or in individually negotiated transactions
at  such  prices  as may be agreed upon. The net proceeds from the sale of these
shares  by the selling stockholders will inure entirely to their benefit and not
to  ours.

          Except  as  indicated below, none of the selling stockholders has held
any  position  or office, or had any material relationship with us or any of our
predecessors  or affiliates within the last three years, and after completion of
this  offering  will  own  the  amount  of  our  outstanding common stock listed
opposite  their  name. The shares reflected by each selling stockholder is based
upon  information  provided to us by our transfer agent and from other available
sources  in  October  2003.

               These shares may be offered for sale from time to time in regular
brokerage  transactions  in  the over-the-counter market, or, either directly or
through  brokers  or to dealers, or in private sales or negotiated transactions,
or otherwise, at prices related to the then prevailing market prices. Thus, they
may  be required to deliver a current prospectus in connection with the offer or
sale of their shares. In the absence of a current prospectus, if required, these
shares  may  not  be  sold  publicly  without  restriction unless held by a non-


                                       33

affiliate  for  two  years,  or after one year subject to volume limitations and
satisfaction  of  other  conditions. The selling stockholders are hereby advised
that  Regulation  M  of  the General Rules and Regulations promulgated under the
Securities  Exchange  Act  of  1934  will  be applicable to their sales of these
shares.  These  rules  contain  various  prohibitions against trading by persons
interested  in  a distribution and against so-called "stabilization" activities.

               The  selling  stockholders, or their transferees, might be deemed
to  be  "underwriters"  within  the  meaning of Section 2(11) of the Act and any
profit  on  the  resale  of  these  shares  as  principal  might be deemed to be
underwriting  discounts and commissions under the Act.  Any sale of these shares
by  selling shareholders, or their transferees, through broker-dealers may cause
the  broker-dealers  to  be  considered  as  participating in a distribution and
subject  to  Regulation M promulgated under the Securities Exchange Act of 1934,
as  amended.  If  any  such  transaction  were  a "distribution" for purposes of
Regulation  M,  then  such  broker-dealers  might  be required to cease making a
market  in  our  equity securities for either two or nine trading days prior to,
and  until  the  completion  of,  such  activity.

As  described  previously  in Related Party Transactions, certain of the selling
security holders  have  a  material  relationship  with  the  Company.



                                        SHARES BENEFICIALLY OWNED

NAME OF SELLING SECURITY HOLDER                           BEFORE OFFERING  OFFERING   AFTER OFFERING
                                                                             
CRAIG PERRY (1)                                                 5,000,000  5,000,000               0
WIEN GROUP INC.                                                   200,000    200,000               0
SOGEPAR SA                                                      6,000,000  6,000,000               0
WORLDWIDE BUSINESS CONSULTANTS S.A.                             2,500,000  2,500,000               0
FIRST MERCANTILE INVESTMENTS, CORP.                             2,000,000  2,000,000               0
4136306 CANADA INC.                                             8,034,724  8,034,724               0
INVESTISSEMENT C J - DUCH NE LT E                               1,489,000  1,489,000               0
CECIL COLLINS                                                     500,000    500,000               0
FRANK PAPPAS                                                      100,000    100,000               0
CHRISTINE NAIRN                                                   200,000    200,000               0
ALAN TRUESDALE                                                    200,000    200,000               0
PAUL TATHAN                                                        50,000     50,000               0
NIKOS SKLAVENITIS                                                  37,500     37,500               0
GLENN H. JACOBSON LIVING TRUST, DATED SEPTEMBER 6, 2002            12,500     12,500               0
LA FERME M. J. FILLION INC.                                     3,000,000  3,000,000               0
R JEAN RIOPEL                                                      11,250     11,250               0
GINETTE BARNAB                                                     12,500     12,500               0
ST PHANE BOURQUE                                                    6,250      6,250               0
STEVE LAROCHELLE                                                   25,000     25,000               0
MICHEL LEFEBRE                                                     25,000     25,000               0
DANIEL RIOPEL                                                      11,250     11,250               0
L'AMI PAUL N.                                                      18,750     18,750               0
GILLES VILLEMAIRE                                                  25,000     25,000               0
MONIQUE LUSSIER                                                    94,750     94,750               0
PAUL-ANDR  LEPAGE                                                  25,000     25,000               0
SIMON FRANCOEUR                                                    12,500     12,500               0
RICHARD BOURQUE                                                    12,500     12,500               0
JULIETTE BOURQUE                                                    6,250      6,250               0
YVES BOULANGER                                                     15,000     15,000               0
JEAN PIERRE CHRETIEN                                               11,250     11,250               0
LOUISE NADEAU                                                      71,000     71,000               0


                                       34

S BASTIEN LEDUC                                                    25,000     25,000               0
LOUISE BEAUVOLSK                                                   12,500     12,500               0
YVES TREMBLAY                                                      25,000     25,000               0
GESTION JACQUES LAPLANTE                                          108,750    108,750               0
JOCELYNE LANGELIER                                                 36,250     36,250               0
FRANCO SANTUCCI                                                     1,284      1,284               0
ISRAEL MARTINEAU                                                   33,000     33,000               0
ISABELLE MARQUES                                                   58,500     58,500               0
MAGELLA BOUCHER                                                    31,250     31,250               0
GILLES LEDUC                                                       79,000     79,000               0
MARIE EL-AHMAR EID                                                 12,764     12,764               0
ROBERT BAZINET                                                     25,000     25,000               0
BRUNO GIROURARD                                                    25,000     25,000               0
DENIS & MONIQUE GARI PY                                            25,000     25,000               0
DANIELLE DUBUC                                                     50,000     50,000               0
RENALD RACINE                                                      12,500     12,500               0
G RALD DESLANDES                                                   83,500     83,500               0
JEAN-GUY PETIT                                                     25,000     25,000               0
MONIQUE PETIT                                                      25,000     25,000               0
PATRICE PETIT                                                      25,000     25,000               0
LES ENTREPRISES GIROSEC INC.                                       54,800     54,800               0
ALAIN CHICOINE                                                     18,750     18,750               0
DENIS RENAUD                                                       75,750     75,750               0





                                              WARRANTS BENEFICIALLY OWNED*

NAME OF WARRANT HOLDER                BEFORE OFFERING  OFFERING   AFTER OFFERING
                                                         
CRAIG PERRY (1)                       1,016,000        1,016,000         0
SOGEPAR SA                            4,000,000        4,000,000         0
WORLDWIDE BUSINESS CONSULTANTS S.A.   2,000,000        2,000,000         0
FIRST MERCANTILE INVESTMENTS, CORP.   1,000,000        1,000,000         0
La Ferme M.J. Fillion Inc.            1,000,000        1,000,000         0


     *  We are registering the shares underlying the warrants. References in the
chart  to  "warrants"  before or after sale are all references to the underlying
shares.  The  list  has  been  presented in two parts to distinguish between the
actual  shares  and  the  shares  underlying  the  warrants.  Each  warrant  is
exercisable  into one share of Class B common stock at prices ranging from $0.05
to  $1.20.

          (1)  Our chairman.



LEGAL MATTERS

          The following legal matters in connection with this offering are being
passed upon by Law Offices of Irving Rothstein, New York, New York:

          *    That the Company is a corporation duly authorized and validly
               existing and in good standing under the laws of the State of
               Delaware, with corporate power to conduct the business which it
               conducts as described herein.

          *    The shares registered herein have been duly and validly
               authorized and issued and are fully paid and non-assessable
               shares of common stock of the Company.

          *    The shares underlying the warrants will be duly and validly
               issued, fully paid and non-assessable shares of the common stock
               of the Company when issued in accordance with their terms.


                                     EXPERTS


                                       35

          Our audited financial statements as of October 31, 2002 and for the
fiscal year then ended are included in this prospectus in reliance upon the
report of Mark Cohen C.P.A., an independent certified public accountant, and
upon the authority of said person as an expert in accounting and auditing.

                              AVAILABLE INFORMATION

               We are subject to the information requirements of the Securities
Exchange Act of 1934, as amended.  This Act requires us to file quarterly,
annual and current reports, proxy statements and other information with the
Securities and Exchange Commission.  We are obligated to deliver an annual
report to our stockholders along with our proxy materials.

          Copies of the material we file may be obtained from the Public
Reference Section of the Commission, at 450 Fifth Street, N.W., Room 1024,
Washington, D.C. at prescribed rates.  The Public Reference Room can be reached
at 1-800-SEC-0330.  The Commission also maintains a web site that contains
reports, proxy and information statements and other information regarding us.
This material can be found at http://www.sec.gov.


                                       36

                                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.

I  have  audited the accompanying balance sheets of GSI Technologies USA Inc. as
of  October  31,  2002  and  2001  and  the  related  statements  of operations,
shareholders'  equity  (deficiency)  and  cash  flows  for the years then ended.
These  financial  statements are the responsibility of the Company's management.
My  responsibility  is to express an opinion on these financial statements based
on  my  audits.

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

In my opinion, the financial statements referred to above present fairly, in all
material  respects,  the  financial  position  of  GSI  Technologies USA Inc. at
October  31, 2002 and 2001, and the results of its operations and its cash flows
for  the  years  then  ended, in conformity with accounting principles generally
accepted  in  the  United  States  of  America.

The  accompanying  financial  statements  have  been  prepared assuming that the
Company  will  continue  as  a  going  concern.  As  discussed  in Note 7 to the
financial  statements, the Company has experienced an operating loss that raises
substantial  doubt  about  its  ability  to  continue  as  a  going  concern.
Management's plans in regard to these matters are also described in Note 7.  The
financial  statements  do not include any adjustments that might result from the
outcome  of  this  uncertainty.




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


Hollywood, Florida
January 31, 2003


                                       37



                                          GSI TECHNOLOGIES USA INC.
                                                BALANCE SHEET


                                                                       October 31, 2002    October 31, 2001
                                                                      ------------------  ------------------
                                                                                    
                                                   ASSETS
                                                   ------
Current Assets
  Cash and cash equivalents                                           $               -   $           6,019
  Note Receivable(related party)                                                      -           1,560,944
  Other Receivables                                                                   -              58,348
                                                                      ------------------  ------------------

    Total current assets                                                              -           1,625,311
Property and equipment, net                                                      63,302              36,248
Intangible assets, net                                                           88,611             283,567
Other assets                                                                          -              19,908
                                                                      ------------------  ------------------

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

                                    LIABILITIES AND STOCKHOLDERS' EQUITY
                                    ------------------------------------
Current Liabilities
  Accounts payable                                                              102,749             733,080
  Deferred revenue                                                                    -              17,500
  Accrued financing costs                                                        67,100
  Accrued default penalty                                                        50,000
  Accrued legal settlement                                                       20,750
  Notes payable - short term                                                    334,837              68,273
  Investment proceeds liability                                                 143,623                   -
  Other current liabilities                                                     126,487             176,321
                                                                      ------------------  ------------------

    Total current liabilities                                         $         845,546             995,174

Stockholder's Equity
  Common Stock, class A, $1.00 par value; authorized                                  -                   -
      5,000,000 shares; issued and outstanding none in 2002 and 2001
  Common Stock, class B, $.001 par value; authorized                             26,291              24,502
      55,000,000 shares; issued and outstanding - 26,291,023 and
      24,502,134 shares respectfully
  Paid in Capital                                                             5,220,388           5,118,419
  Accumulated deficit                                                        (5,841,289)         (4,173,450)
  Accumulated other comprehensive income
      Foreign currency translation                                                  977                 388
                                                                      ------------------  ------------------

    Total Shareholder's Equity (Deficit)                                       (593,633)            969,859

      TOTAL LIABILITIES AND SHAREHOLDER'S EQUITY                      $         251,913   $       1,965,034
                                                                      ==================  ==================


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


                                       38



                                      GSI TECHNOLOGIES USA INC.
                                       STATEMENT OF OPERATIONS
                           FOR THE YEARS ENDED OCTOBER 31ST, 2002 AND 2001


                                                            Year Ended          Year Ended
                                                         October 31, 2002    October 31, 2001
                                                        ------------------  ------------------
                                                                      
Revenues                                                $          23,750   $         229,793

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

      Gross Profit                                                 13,116             107,997

       Operating Expenses:
       Marketing                                                   17,950              92,298
    Management and administrative fees                             11,897             707,533
    Salaries and related costs                                     66,025             229,770
    Rent                                                           71,334             250,904
          Financing expense                                       182,774              15,000
           Professional fees                                       42,920              91,992
         Consulting                                                13,165              31,914
       Depreciation                                                 3,893               3,893
       Amortization                                                96,231              95,382
             Travel                                                     -              46,361
                  Other selling, general and
                    administrative                                  4,563             187,791
                                                        ------------------  ------------------
          Total operating expenses                                510,753           1,752,839

          Loss before other income (expense)                     (497,637)         (1,644,842)

    Other income (expense):
          Interest income (principally related party)                                 317,275
         Interest expense (principally related party)             (33,859)           (111,596)
       Loss on Affiliate note receivable and advances          (1,145,792)         (1,033,652)
          Equity in net earnings (loss) of affiliates                   -             (25,000)
          Foreign exchange gain (loss)                             10,730             (54,562)
       Loss on disposal of assets                                  (1,280)            (36,968)
                                                        ------------------  ------------------

          Total other income (expense)                         (1,170,202)           (944,503)

                                                        ------------------  ------------------
Net Loss                                                       (1,667,839)         (2,589,345)
                                                        ==================  ==================

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

Basic Loss per common share                             $           (0.06)  $           (0.12)
                                                        ==================  ==================


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


                                       39



                                                   GSI TECHNOLOGIES USA INC.
                                         STATEMENT OF SHAREHOLDERS' EQUITY (DEFICIENCY)


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

Dec 20, 2000 - sale of Class B through private placement                            125,000       125      124,875
Dec 20, 2000 - cancellation of share subscription                                   (12,000)      (12)     (13,188)     13,200
Dec 20, 2000 - cancellation warrant exercise                                        (24,764)      (25)     (27,216)
February 13, 2001 - settlement of commission payable                                 25,000        25        4,975
Apr 02, 2001 - sale of Class B through private placement                            400,000       400       99,600
Apr 02, 2001 - settlement of comission payable                                       20,000        20        4,980
May 03, 2001 - settlement of notes payable                                        2,307,900     2,308    2,971,379
August 13, 2001 - settlement of consulting fees                                       6,250         6        5,994
September 6, 2001 - settlement of advances from affiliate                         1,111,112     1,111      198,889
Net loss - 12 months ended October 31, 2001
Foreign currency translation adjustment

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

Issuance of shares for consulting services                                          900,000       900       13,100
Issuance of shares for legal services                                               200,000       200        3,800
Issuance of shares for acquisition                                                  266,000       266
Issance of shares in lieu of salaries                                               400,000       400       38,595
Issuance of shares for settlement of miscellaneous liabilities                       22,889        23        2,174
Shareholders settlement of financing liability                                                              44,300
Net loss - 12 months ended October 31, 2002
Foreign currency translation adjustment
                                                                ------  -------  -----------  --------  -----------  ----------
Balance, October 31, 2002                                            -  $     -  26,291,023   $26,291   $5,220,388   $       -
                                                                ======  =======  ===========  ========  ===========  ==========

                                                                              Accumulated
                                                                              Other           Total
                                                                Accumulated   Comprehensive   Shareholder's
                                                                Deficit       Income/(loss)   Equity
                                                                ------------  --------------  ------------
                                                                                     
Balance, October 31, 2000                                       $(1,584,105)  $          386  $   171,756

Dec 20, 2000 - sale of Class B through private placement                                          125,000
Dec 20, 2000 - cancellation of share subscription                                                       -
Dec 20, 2000 - cancellation warrant exercise                                                      (27,240)
February 13, 2001 - settlement of commission payable                                                5,000
Apr 02, 2001 - sale of Class B through private placement                                          100,000
Apr 02, 2001 - settlement of comission payable                                                      5,000
May 03, 2001 - settlement of notes payable                                                      2,973,687
August 13, 2001 - settlement of consulting fees                                                     6,000
September 6, 2001 - settlement of advances from affiliate                                         200,000
Net loss - 12 months ended October 31, 2001                      (2,589,345)                   (2,589,345)
Foreign currency translation adjustment                                                    2            -

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

Issuance of shares for consulting services                                                         14,000
Issuance of shares for legal services                                                               4,000
Issuance of shares for acquisition                                                                    266
Issance of shares in lieu of salaries                                                              38,995
Issuance of shares for settlement of miscellaneous liabilities                                      2,197
Shareholders settlement of financing liability                                                     44,300
Net loss - 12 months ended October 31, 2002                      (1,667,839)                   (1,667,839)
Foreign currency translation adjustment                                                  589          589
                                                                ------------  --------------
Balance, October 31, 2002                                       $(5,841,289)  $          977  $  (593,633)
                                                                ============  ==============  ============


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


                                       40



                                          GSI TECHNOLOGIES USA INC.
                                           STATEMENT OF CASH FLOWS

                                                                        October 31, 2002    October 31, 2001
                                                                       ------------------  ------------------
                                                                                     
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income (Loss)                                                      $      (1,667,839)  $      (2,589,345)
Adjustments to reconcile net income (loss) to net cash
used in operating activities:
     Depreciation and amortization                                               100,124              99,276
     Loss on write down of affiliate note receivable and advances              1,275,995           1,033,652
     Issuance of stock for contract settlement                                         -              11,000
     Issuance of shares for consulting services                                   14,000                   -
     Issuance of shares for legal services                                         4,000
     Issuance of stock in lieu of salaries                                        38,995                   -
     Accrued Interest Expense (principally related party)                          4,837             107,530
     Accrued Interest Income (principally related party)                               -            (317,274)

Changes in Operating assets and liabilities:
      Receivables and other current assets                                        58,348             (39,744)
     Other assets                                                                 19,908              41,196
     Accounts Payable and Accrued Liabilities                                   (100,913)            334,198
                                                                       ------------------  ------------------

Net cash provided by/(used in) operating activities                             (252,545)         (1,319,511)

CASH FLOWS FROM INVESTING ACTIVITIES:

Net cash provided by/(used in) investing activities
     Loan Receivable, principally related parties                                      -             801,656
     Advances to affiliate - net                                                (130,203)
     Purchase of property and equipment                                          (33,502)                  -
                                                                       ------------------  ------------------

Net cash provided by/(used in) investing activities                             (163,705)            801,656

CASH FLOWS FROM FINANCING ACTIVITIES:

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

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

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

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

SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING AND FINANCING ACTIVITIES:
     Issuance of shares for settlement of note payables                                            3,173,687

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


                                       41

                            GSI TECHNOLOGIES USA INC.
                          NOTES TO FINANCIAL STATEMENTS


NOTE  1  -  ORGANIZATION  AND  BASIS  OF  PRESENTATION

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

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

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

NOTE  2  -  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES

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

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

Impairment  of  long-lived  assets:

          Long-lived  assets  held  and  used  by  the  Company are reviewed for
     possible  impairment  whenever  events or changes in circumstances indicate
     the  carrying  amount of an asset may not be recoverable. Recoverability of
     assets  to  be  held  and  used is measured by a comparison of the carrying
     amount  of the assets to the future net cash flows expected to be generated
     by  the asset. If such assets are considered to be impaired, the impairment
     to  be recognized is measured by the amount by which the carrying amount of
     the assets exceeds the fair value of the assets. The fair value of an asset
     is  the  amount  at  which  the  asset could be bought or sold in a current
     transaction  between  willing  parties,  that is, other than in a forced or
     liquidation  sale.  Quoted  market  prices  in  active markets are the best
     evidence  of fair value and shall be used as the basis for the measurement,
     if  available.  If  quoted market prices are not available, the estimate of
     fair  value  shall  be  based  on  the  best  information  available in the
     circumstances. The estimate of fair value shall consider prices for similar
     assets  and  the results of valuation techniques to the extent available in
     the  circumstances.  Valuation  techniques  include  the  present  value of
     estimated  expected  future  cash  flows using a discount rate commensurate
     with  the  risk  involved,  option-pricing  models,  matrix  pricing  and
     fundamental  analysis.


                                       42

          NOTE  2  -  SUMMARY  OF  SIGNIFICANT  ACCOUNTING POLICIES (CONTINUED):
Cash  and  cash  equivalents:

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

Receivables:

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

Property,  equipment  and  depreciation:

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



--------------------------------------------------------------------------------
                                                   Estimate Useful Life
                                                        (In Years)
                                       
          Office Furniture and Equipment                    10
--------------------------------------------------------------------------------
            Computer and Other Equipment                     3
--------------------------------------------------------------------------------
                  Leasehold Improvements                     5
--------------------------------------------------------------------------------


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

               License  rights:

                    License  rights  are  recorded  at  cost,  less  accumulated
amortization.  Licenses  are  amortized  to  operations  using the straight-line
method over the remaining term.  The remaining term is 23 months for the current
and  only  license  which  the  company  has  rights  to.

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

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

               Earnings  (Loss)  per  share  calculation:

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

Foreign Currency Translation


                                       43

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

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

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

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

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

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


                                       44

NOTE 3 - DETAILS OF FINANCIAL STATEMENT COMPONENTS



                                         October 31, 2002   October 31, 2001
                                         -----------------  -----------------
                                                      
Property and Equipment:
Furniture and fixture                               38,934             38,934
Computer and other equipment                        10,581                  -
Leasehold improvements                              22,921              2,133
Less: Accum depreciation &
amortization                                         9,134              4,819
                                         -----------------  -----------------
            Property and equipment, net  $          63,302  $          36,248
                                         =================  =================




                                                                  
Intangible Assets:
    License rights -                                        $ 474,779   $ 474,779
    (Gross amount of $800,000 acquired from
    affiliate and recorded at predecessor basis with
    the cost over such basis of $325,221 recorded as
    a dividend to affiliate).
    Accumulated amortization                                 (286,168)   (191,212)
                                                            ----------  ----------
                                                            $ 188,611   $ 283,567
                                                            ==========  ==========

    Amortization expense for the period                       94,,956      94,956

    Estimated amortization expense for each of the
    five succeeding years
                                  Year ending October 31,
                                                     2002                  94,956
                                                     2003      94,956      94,956
                                                     2004      93,655      93,655
                                                            ----------  ----------
                                                              188,611     283,567
                                                            ==========  ==========



NOTE 4 - DEFERRED REVENUE

Deferred revenues consist primarily of payments received in advance of revenue
being earned under software sub-licensing contracts. Revenues from sub-licensing
the master licensing agreement are recognized over the term of the sub-licensing
agreement.  Deferred revenues of $17,500 were reflected at October 31, 2001.
These amounts were realized as revenue in the following quarter (November 2001
through January 2002).

NOTE  5  -  NOTE  PAYABLE

On May 15, 2002 the Company signed a promissory note for $330,000.  The term of
the note is for 60 days and the rate of interest is prime plus 2%.  The Company
also agreed to issue 2 million shares of Class B Common Stock to the lender as
part of the transaction as an origination fee which was valued at .05 per share
totaling $100,000. On June 20, 2002, a shareholder of the Company indirectly
forwarded to the lender 1,114,000 shares as collateral for this transaction on
behalf of the Company thereby assigning 55.7% ($55,700) of the origination fee
liability from the lender to the shareholder.  On June 20, 2002, another
shareholder of the Company directly forwarded to the lender 886,000 shares as
collateral for this transaction on behalf of the Company thereby assigning 44.3%
($44,300) of the origination fee liability from the lender to the shareholder.
On June 21, 2002 the Company agreed to issue 1,114,000 shares to the shareholder
who advanced his shares to the lender as well as issuing an additional 222,800
for his assistance in this matter.  The 222,800 were valued at .05 per share
totaling $11,140 and reflected as interest in the financial statements.  At
October 31, 2002, no shares had been issued to the shareholder and the
origination fee


                                       45

liability of $55,700 as well as the additional $11,400 in accrued interest
remained reflected as liabilities in the October 31, 2002 financial statements.
On June 21, 2002 the Company and the other shareholder who forwarded 886,000
shares to the lender agreed that he would not receive any shares from the
Company for his assistance in the matter.  The Company reflected this as
relieving the balance of the accrued origination fee liability with an offset to
Paid in Capital in the amount of $44,300. At October 31, 2002, the note had not
been paid back and the accrued interest totaled $4,837.  As part of the
agreement, the Company will issue an additional 1,000,000 shares as a default
penalty valued at .05 per share totaling $50,000.  At October 31, 2002, the
Company had not issued any shares related to default penalty.   The default
penalty amounts have been accrued and reflected in the October 31, 2002
financial statements.


NOTE  6  -  COMMITMENTS  AND  CONTIGENCIES

Investment agreement

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

Office leases

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

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

Legal  Matters

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

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

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

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


                                       46

     $18,000  due to the City of Montreal has been reflected in accounts payable
     at  October  31,  2002.

     In  March  2002, a former Director, who was also an Officer in the Company,
     along  with  another  employee of the Company, filed a civil action against
     the  Company  in  the  State  of  Florida alleging unpaid wages and expense
     reimbursements  totaling  approximately  $225,000.  The  Company  has  not
     retained  legal counsel but believes this complaint is without merit and is
     in the process of negotiating a settlement and release agreement with these
     two  individuals  in  the  amount of approximately $13,000. The Company has
     received  an  oral  confirmation  to  the  $13,000  settlement  and release
     agreement.  The  $13,000  has been accrued and reflected in the October 31,
     2002  financial  statements.

Consulting agreement

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

NOTE  7  -  GOING  CONCERN

The  accompanying  financial  statements have been prepared assuming the Company
will continue as a going concern.  The Company reported a net loss of $1,667,839
and  $2,589,345  for  the  twelve  months  ended  October  31,  2002  and  2001
respectively.  As  reported on the statement of cash flows, the Company incurred
negative  cash  flows  from  operating activities of $252,545 and $1,319,511 for
twelve months ended October 31, 2002 and 2001.  Continuation of the Company as a
going  concern  is  dependent  upon obtaining sufficient working capital for its
planned  activity.  Additional  capital  and/or  borrowings will be necessary in
order  for  the  Company to continue in existence until attaining and sustaining
profitable operations.  The Company is aggressively pursuing strategic alliances
which  will  bring  a  cash infusion, restructuring and forward looking business
plan.


NOTE 8 - RELATED PARTY TRANSACTIONS

Loss on write off - Note receivable and advances to affiliate
     From November 01, 1999 through October 31, 2001, the Company advanced funds
     to  GSI  Technologies (3529363 Canada Inc.), an affiliate of the Company in
     exchange  for  promissory notes in order to continue to develop the concept
     of  GSITV.com,  The  Total Vision Network in Canada. The note has a term of
     one year, but has been extended indefinitely bearing interest at prime plus
     2%.  At October 31, 2001, the outstanding balance due from GSI Technologies
     (3529363 Canada Inc.) was $1,560,944 including interest and a write down of
     the receivable of approximately $1,034,000 due to GSI Technologies (3529363
     Canada  Inc.)  approval  from  the  Quebec  Superior courts ratification of
     reorganization on October 9, 2001. During the fiscal year ended October 31,
     2002,  the  Company  made additional advances on behalf of GSI Technologies
     (3529363  Canada  Inc.) in the amount of $130,203. At October 31, 2002, due
     to GSI Technologies (3529363 Canada Inc.) continued financial difficulties,
     the Company wrote off the remaining balance of the receivable of $1,691,147
     offset  by  a  $545,355  payable  to  a  subsidiary  wholly  owned  by  GSI
     Technologies  (3529363  Canada Inc.). The loss realized in the current year
     related  to  these  items  totaled  $1,145,792.

Legal  fees  to  Director's  firm
     During  the course of the year the Company has retained legal services from
a  firm  in  which  a  director  of  the Company, Marc Cote, is a partner.   The
Company  incurred  $24,000  in  legal  fees  from  this  firm
      in  the  current  year.

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


                                       47

NOTE  9-  INCOME  TAXES

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



                                        2002   2001
                                         
Current
        Federal                         $   -  $   -
        State                               -      -
        Foreign                             -      -
                                            -      -

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

                                        $   -  $   -
                                        -----  -----


At  October  31,  2002, the Company has a Federal tax net operating loss ("NOL")
carryforward of approximately $5,000,000, which expires at various dates through
2015.

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

NOTE 10 - SHAREHOLDERS' EQUITY

Common Stock

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

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

     On  November 19, 2001 the Company issued 600,000 shares to a consultant for
     services  amounting  totaling  $8,000.

     On  November 19, 2001 the Company issued 400,000 shares to its president in
     settlement  of payments made by the President to settle Company expenses on
     behalf  of  the  Company  totaling  $38,995  Cdn.

     On  November 19, 2001 the Company issued 200,000 shares to its director for
     settlement  of  legal  services  performed  totaling  $4,000.

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

     On  December  19, 2001 the Company issued 100,000 shares to an organization
     in  settlement  of  consulting  services  totaling  $2,000.

     On  July  3,  2002  the Company issued 200,000 shares to an organization in
     settlement  of  consulting  services  totaling  $4,000.

NOTE  11  -  WARRANTS  AND  OPTIONS


                                       48

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 who rendered services to
the  Company  throughout the year. The services were rendered in the fiscal year
ending  October  31,  2000.  The expense for such services were reflected in the
financial  statements  ended  October  31,  2000.  As an incentive to maintain a
relationship  with  these  consultants  and non employee affiliates, the Company
issued  these  options  for anticipated future services.   These future services
were not received. The options vest one-third on December 18, 2000, one third on
December  18, 2001 and one third on December 18, 2002.  The stock options expire
seven  years  from  the  date  they  were  granted.

In  October  1995,  the Financial Accounting Standards Board issued Statement of
Financial  Accounting  Standards  ("SFAS")  No. 123, "Accounting for Stock-Based
Compensation".  The  Company has determined that it will continue to account for
employee  stock-based  compensation under Accounting Principles Board No. 25 and
elect  the  disclosure-only  alternative under SFAS No. 123. The fair value of a
share of 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:



                                                                               Year ended       Year ended
FAS 123 "Accounting for stock based compensation                              Oct. 31, 2002    Oct. 31, 2001
                                                                             ---------------  ---------------
                                                                                        
Paragraph 47 (a)
                1.Beginning of year - outstanding
                    i. number of options/warrants                                   308,333          308,333
                    ii. weighted average exercise price                                1.35             1.35
                2. End of year - outstanding
                    i. number of options/warrants                                   308,333          308,333
                    ii. weighted average exercise price                                1.35             1.35
                3. End of year - exercisable
                    i. number of options/warrants                                   308,333          308,333
                    ii. weighted average exercise price                                1.35             1.35
                4. During the year - Granted
                    i. number of options/warrants                                         0                0
                    ii. weighted average exercise price                                   0                0
                5. During the year - Exercised
                    i. number of options/warrants                                         0                0
                    ii. weighted average exercise price                                   0                0
                6. During the year - Forfeited
                    i. number of options/warrants                                         0                0
                    ii. weighted average exercise price                                   0                0
                7. During the year - Expired
                    i. number of options/warrants
                    ii. weighted average exercise price

Paragraph 47 (b) Weighted-average grant-date fair value of options granted
during the year:
                1. Exceeds market price                                                   0                0

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


Paragraph 47(d) Description of the method and significant assumptions used
during the year to estimate the fair value of options:
(1)Weighted average risk-free interest rate                                            5.54%            5.54%
Weighted average expected life (in months)                                            39.00            51.00


                                       49

Weighted average expected volatility                                                   0.00%               0
Weighted average expected dividends                                                    0.00                0

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

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

    Paragraph 48 - Options outstanding at the date of the latest
    statement of financial position presented:

                1.  (a) Range of exercise prices                             $   1.10-$2.00   $   1.10-$2.00
                    (b) Weighted-average exercise price                                1.35             1.35
                2.  Weighted-average remaining contractual life (in months)           39.00            51.00


                                                                                Year ended       Year ended
                                                                             Oct. 31, 2002    Oct. 31, 2001
                                                                             ---------------  ---------------

 Net Income after proforma effect                                                (1,667,839)      (2,589,345)
Earnings per share after proforma effect                                     $        (0.06)  $        (0.12)



                                       50



                           GSI TECHNOLOGIES USA, INC.
                                  BALANCE SHEET
                                AT JULY 31, 2003
                                   (UNAUDITED)

                                     ASSETS
                                     ------

                                                           
Current Assets
  Cash                                                        $       707
  Receivables - net                                                81,822
  Other current assets                                                684
                                                              ------------

    Total current assets                                           83,214
Property and equipment, net                                       145,682
Other assets                                                        2,453
                                                              ------------

    TOTAL ASSETS                                                  231,349
                                                              ============


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

Current Liabilities
  Accounts payable                                                187,637
  Notes Payable (principally related party)                       403,641
  Other current liabilities                                        38,376
                                                              ------------

    Total current liabilities                                     629,654

Stockholder's Equity
  Common Stock, class A, $1.00 par value; authorized                    -
    5,000,000 shares; issued and outstanding none
  Common Stock, class B, $.001 par value; authorized               43,828
    55,000,000 shares; issued and outstanding -
  43,827,823
  Paid in Capital                                               6,573,903
  Accumulated deficit                                          (7,017,167)
  Accumulated other comprehensive income
    Foreign currency translation                                    1,133
                                                              ------------

    Total Shareholder's Equity (Deficit)                         (398,304)

      TOTAL LIABILITIES AND SHAREHOLDER'S EQUITY              $   231,349
                                                              ============


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


                                       51



                                              GSI TECHNOLOGIES USA INC
                                              STATEMENT OF OPERATIONS
                         FOR THE THREE MONTHS AND NINE MONTHS ENDED JULY 31, 2003 AND 2002
                                                    (UNAUDITED)

                                                            Three months                      Nine months
                                                            ended July 31,                   Ended July 31,
                                                          2003            2002            2003            2002
                                                     --------------  --------------  --------------  --------------
                                                                                         
Revenues                                             $           -   $           -   $      15,000   $      23,750

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

Gross Profit                                                     -               -          15,000          13,116

Operating Expenses:
    Marketing                                               12,984               -          42,117          24,412
    Salaries and related costs                                   -               -          25,060          38,996
    Rent                                                    14,189               -          38,773          51,426
    Professional fees                                       25,188               -          68,074           9,029
    Consulting                                             162,737               -         284,400               -
    Software development                                   204,787               -         324,326               -
    Depreciation                                             4,257             973           8,913           2,920
    Amortization                                             2,001          23,845          51,018          71,537
    Loss on licensing agreement write off                        -               -         141,133               -
    Other selling, general and administrative               54,392           1,556         175,507          64,890
                                                     --------------  --------------  --------------  --------------
      Total operating expenses                             480,534          26,374       1,159,322         263,210

      Loss before other income (expense)                  (480,534)        (26,374)     (1,144,322)       (250,093)

Other income (expense):
    Interest expense (principally related party)            (9,090)         (8,863)        (31,557)        (17,622)
                                                                 -               -               -               -
                                                     --------------  --------------  --------------  --------------

      Total other income (expense)                          (9,090)         (8,863)        (31,557)        (17,622)


Net Loss                                                  (489,624)        (35,237)     (1,175,878)       (267,715)
                                                     ==============  ==============  ==============  ==============

Basic weighted average common shares outstanding        36,862,171      25,802,134      30,622,692      22,869,528
                                                     ==============  ==============  ==============  ==============

Basic and diluted Loss per common share              $       (0.01)  $       (0.00)  $       (0.04)  $       (0.01)
                                                     ==============  ==============  ==============  ==============


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


                                       52



                            GSI TECHNOLOGIES USA, INC.
                             STATEMENT OF CASH FLOWS
                 FOR THE NINE MONTHS ENDED JULY 31, 2003 AND 2002
                                   (UNAUDITED)

                                                               Nine months
                                                              ended July 31,
                                                             2003         2002
                                                         ------------  ----------
                                                                 
CASH FLOWS FROM OPERATING ACTIVITIES:

Net Income (Loss)                                        $(1,175,878)  $(267,715)
Adjustments to reconcile net income (loss) to net cash
 used in operating activities:
     Depreciation and amortization                            59,931      74,457
     Issuance of stock for contract settlement                     -      38,996
     Issuance of stock for consulting services                20,000
     Accrued Interest Expense                                      -      12,179
     Loss on licensing agreement write off                   141,133           -

Changes in Operating assets and liabilities:
     Receivables and other current assets                    (82,506)     (4,871)
     Other assets                                             (2,453)
     Accounts Payable and Accrued Liabilities                  7,736     140,937
                                                         ------------  ----------

Net cash provided by/(used in) operating activities       (1,032,036)     (6,019)


CASH FLOWS FROM INVESTING ACTIVITIES:

Net cash provided by/(used in) investing activities
     Loan Receivable, principally related parties                  -           -
     Purchase of property and equipment                      (94,833)          -
                                                         ------------  ----------

Net cash provided by/(used in) investing activities          (94,833)          -


CASH FLOWS FROM FINANCING ACTIVITIES:

Proceeds from:
  Notes payable                                              383,055           -
  Investment proceeds                                        481,377           -
  Sales of common stock                                      263,144           -
                                                         ------------  ----------

Net cash provided by/(used in) financing activities        1,127,576           -
                                                         ------------  ----------

Net increase (decrease) in cash and cash equivalents             707      (6,019)
Cash and cash equivalents, beginning of period                     -       6,019
                                                         ------------  ----------

Cash and cash equivalents, end of period                 $       707   $      (0)
                                                         ============  ==========


SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING AND FINANCING ACTIVITIES:


                                       53

Issuance of 1 million shares for default payment              50,000
penalty settlement

Issuance of 2 million shares for settlement of note          345,808
payable including accrued interest.

Issuance of 10.5 million shares for settlement of            625,000
investment liability

Issuance of 1,336,800 shares for settlement of                67,100
accrued financing cost

Purchase of 40% of LTS Networks, Inc.                            500


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


                                       54

                           GSI TECHNOLOGIES USA, INC.
                  NOTES TO THE CONDENSED FINANCIAL STATEMENTS
                                   (UNAUDITED)
                                  JULY 31, 2003


NOTE  1  -BASIS  OF  PRESENTATION

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

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

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


NOTE  2  -  NET  EARNINGS  (LOSS)  PER  SHARE

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


NOTE  3  -  DETAILS  OF  FINANCIAL  STATEMENT  COMPONENTS



                                          July 31st, 2003
                                          ----------------
                                       
Property and Equipment:

Furniture and fixture                     $         38,934
Computer and other equipment                        45,168
Leasehold improvements                              83,168
Less:  Accum depreciation & amortization             21,58
     Property and equipment, net          $        145,682



                                       55

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



Intangible  Assets:
                                                  
     License rights  -                               $ 474,779
     (Gross amount of $800,000 acquired from
     affiliate and recorded at predecessor basis
     with the cost over such basis of $325,221
     recorded as a dividend to affiliate).
     Accumulated amortization                         (333,646)
     Loss on write down to realizable value           (141,133)
                                                     ----------
      July 31, 2003 balance                          $       -
                                                     ==========
     Amortization expense for the nine month period     47,478


          At April 30, 2003 the Company reviewed the carrying amount of license
rights and determined that the amount of $141,133 was considered to be totally
unrecoverable and exceeded its fair value by its book value.  This
determinations was based on its book value exceeding the sum of the undiscounted
future cash flows expected to result from the assets use and disposition.  The
entire capitalized net amount of $141,133 for the license rights has been
reflected as a loss in the current year interim financial statements.


NOTE  4  -  NOTES  PAYABLE

On  May 15, 2002 the Company signed a promissory note for $330,000.  The term of
the  note is for 60 days and the rate of interest is prime plus 2%.  The Company
also  agreed  to issue 2 million shares of Class B Common Stock to the lender as
part  of the transaction as an origination fee which was valued at .05 per share
totaling  $100,000.  On  June  20, 2002, a shareholder of the Company indirectly
forwarded  to  the lender 1,114,000 shares as collateral for this transaction on
behalf  of  the Company thereby assigning 55.7% ($55,700) of the origination fee
liability  from  the  lender  to  the  shareholder.  On  June  20, 2002, another
shareholder  of  the  Company directly forwarded to the lender 886,000 shares as
collateral for this transaction on behalf of the Company thereby assigning 44.3%
(44,300)  of  the  origination fee liability from the lender to the shareholder.
On  June  21,  2002  the  Company  agreed  to  issue  1,114,000  shares  to  the
shareholder  who  advanced  his  shares  to  the  lender  as  well as issuing an
additional  222,800  for his assistance in this matter.  The 222,800 were valued
at  .05  per share totaling $11,140 and reflected as interest in the October 31,
2002  financial  statements.   At October 31, 2002, no shares had been issued to
the  shareholder  and  the  origination  fee liability of $55,700 as well as the
additional  $11,400 in accrued interest remained reflected as liabilities in the
October  31,  2002  financial statements .  On June 21, 2002 the Company and the
other  shareholder  who  forwarded  886,000  shares to the lender agreed that he
would  not receive any shares from the Company for his assistance in the matter.
The  Company  reflected this as relieving the balance of the accrued origination
fee  liability with an offset to Paid in Capital in the amount of $44,300 in the
October  31,  2002  financial  statements. At October 31, 2002, the note had not
been  paid  back  and  the  accrued  interest  totaled  $4,837.  As  part of the
agreement,  the  Company  will issue an additional 1,000,000 shares as a default
penalty  valued  at  .05  per  share totaling $50,000.  At October 31, 2002, the
Company  had  not  issued  any  shares related to default penalty.   The default
penalty  amounts  have  been  accrued  and  reflected  in  the  October 31, 2002
financial  statements.  At January 31, 2003, the note had not been paid back and
accrued  interest  for  the three month period ending January 31, 2003 of $5,362
has  been  reflected  in  the  financial  statements.  This  note  including all
interest  associated  with  it  was  $340,199 at January 31, 2003.  On March 28,
2003,  the  Company  issued  1  million  shares  in  settlement  of  the default
penalty.  At April 30, 2003, the note had not been paid back and accrued
interest for the six month period

NOTE  4 - NOTES PAYABLE (CONTINUED):

Ending  April  30,  2003  totaled  $10,519.  This  note  including  all interest
associated  with  it  was  $345,356  at  April 30, 2003. In May 2003 the Company
received  an  additional  $163,144  in  investment proceeds and issued 2 million
shares,  500,000  warrants exercisable at $0.25 and 516,000 warrants exercisable
at  $1.00  for  settlement of the additional proceeds of $163,144 as well as the
original  principal  amount of $330,000 and accrued interest of $15,808 totaling
$345,808.


                                       56

On  December  18,  2002,  the Company signed a promissory note for $440,000 CAD,
approximately  $290,980 USD with an unrelated party.  The note bears interest of
11%.  At  January  31, 2003 interest of $3,946 has been accrued and reflected in
the  financial  statements.  The  balance  of  the  note, including interest, at
January  31,  2003 is approximately $294,926 USD.  At April 30, 2003 interest of
$11,948  has  been  accrued  and  reflected  in  the financial statements.   The
balance of the note, including all interest associated with it was approximately
$302,928  USD at April 30th 2003.  At July 30, 2003 interest of $19,950 has been
accrued  and  reflected  in  the financial statements.  The balance of the note,
including all interest associated with it was approximately $310,930 USD at July
31th  2003.

On  June  19, 2003 the Company signed a promissory note for $100,000 USD with an
unrelated  party.  The  note bears interest of prime plus 2 percent and the term
is  one  year.  The  Company has received $92,075 at July 31, 2003.  At July 31,
2003,  interest  of  $636  has  been  accrued  and  reflected  in  the financial
statements.  The  balance  of  the  note, including interest at July 31, 2003 is
$92,711.

NOTE  5  -  COMMITMENTS  AND  CONTIGENCIES

Investment agreement
     On  September  10,  2002  the  Company entered into an investment agreement
     whereby  an investment group will advance up to $300,000 from September 10,
     2002  through  February  1,  2003.  In  consideration for the proceeds, the
     Company  will issue on February 1, 2003, 6 million shares of Class B Common
     Stock, 2,000,000 options at an exercise price of $0.10 expiring January 31,
     2010  and  2,000,000  warrants  at  an  exercise price of $1.20 expiring on
     February  1,  2005.  At October 31, 2002, $143,623 had been advanced to the
     Company.  During the three month period ending January 31, 2003, additional
     advances  totaling $98,155 had been received. During the three month period
     ending  April  30,  2003,  additional  advances  totaling  $58,222 had been
     received.  At  April 30, 2003, a total of $300,000 had been advanced to the
     Company.  At April 30, 2003 the Company had not issued any shares to settle
     the  investment  proceeds  liability. On June 19, 2003 the Company issued 6
     million  shares  of  Class  B  Common Stock, 2 million warrants exercisable
     $0.10  and 2 million warrants exercisable at $1.20 to settle the investment
     proceeds  liability  of  $300,000.

          In  November  2002,  the  Company entered into an investment agreement
     whereby  an  additional  investment  group will advance up to $125,000 from
     November 2002 through February 2003. In consideration for the proceeds, the
     Company  will  issue  on  February  1,  2003, 2.5 million shares of Class B
     Common  Stock,  2,000,000  options  at an exercise price of $0.050 expiring
     January 31, 2010. During the three month period ending January 31, 2003, no
     advances  had been received. During the three month period ending April 30,
     2003  advances  of $62,651 had been received. At April 30, 2003 the Company
     had not issued any shares to settle the investment proceeds liability. From
     May 1, 2003 to June 19, 2003 advances of $62,349 had been received. On June
     19,  2003 the Company issued 2.5 million shares of Class B Common Stock and
     2 million warrants to settle the investment proceeds liability of $125,000.


NOTE  5  -  COMMITMENTS  AND  CONTIGENCIES  (CONTINUED):

In  March 2003, the Company entered into an investment agreement whereby a third
     investment  group will advance up to $200,000 from March 2003 through April
     2003.  In consideration for the proceeds, the Company will issue on June 1,
     2003,  2  million  shares  of  Class  B Common Stock, 500,000 options at an
     exercise  price  of $0.10 and 500,000 options at an exercise price of $0.25
     expiring  January  31, 2010. During the three month period ending April 30,
     2003,  no  advances  had  been  received. From May 1, 2003 to June 19, 2003
     advances  of $20,000 had been received. On June 19, 2003 the Company issued
     2  million  shares of Class B Common Stock and 1 million warrants to settle
     the  investment  proceeds  liability  of  $200,000.

Office leases

     On  September  1,  2002, the Company entered into a three year office lease
     for  its  Monteal  office  with  monthly  payments  approximately  $2,000.

     On  October  1,  2002, the Company entered into a one year office lease for
     its  U.S.  office  with  monthly  payments  approximately  $1,000.

Legal  Matters


                                       57

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

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

     The  Company has been involved in litigation for unpaid business taxes with
     the  City  of  Montreal.  The  litigation has been settled in the amount of
     approximately  $23,000  of  which  approximately  $5,000  has  been paid by
     October  31, 2002 and the remaining $18,000 due to the City of Montreal has
     been  reflected  in  accounts payable at October 31, 2002. During the three
     month  period  ending  January  31, 2003 no payments were made towards this
     debt.  During  the  three  month period ending April 30, 2003 approximately
     $8,000  in  payments  were  made  towards this debt. At April 30, 2003, the
     outstanding  balance  totaled approximately $10,000. During the three month
     period  ending  July  31, 2003, approximately $10,000 in payments were made
     towards  this  debt  and  the  balance  at  July  31,  2003  was  zero.

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

NOTE 5 - COMMITMENTS AND CONTIGENCIES (CONTINUED):

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

NOTE 6 - SOFTWARE DEVELOPMENT

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


NOTE 7 - GOING CONCERN

The  accompanying  financial  statements have been prepared assuming the Company
will continue as a going concern.  The Company reported a net loss of $1,175,878
(unaudited)  for  the  nine  months ended July 31, 2003 and a loss of $7,017,167
(unaudited)  since  inception.  As  reported on the statement of cash flows, the
Company incurred negative cash flows from operating activities of $1,032,036 for
the  nine  months  ended  July 31, 2003.  Continuation of the Company as a going
concern  is  dependent  upon  obtaining  sufficient  working  capital  for  its
planned  activity.  Additional  capital  and/or  borrowings will be necessary in
order  for  the  Company to continue in existence until attaining and sustaining
profitable  operations.  The  Company continues to aggressively pursue strategic
alliances  which  will  bring a cash infusion, restructuring and forward looking
business  plan.


NOTE 8 - RELATED PARTY TRANSACTIONS


                                       58

Legal fees to Director's firm
During  the  nine  month  period ending July 31, 2003,  the Company has retained
legal  services  from a firm in which a director of the Company, Marc Cote, is a
partner.   The  Company  incurred  approximately $28,800 in legal fees from this
firm in the nine month period ending July 31, 2003.

NOTE 9 - INCOME TAXES

The provision for taxes on earnings for the nine months ended July 31, 2003,
consist of:



                          2003                2002
                                        
Current
    Federal               $   -               $   -
    State                     -                   -
    Foreign                   -                   -

Deferred
    Federal               $   -               $   -
    State                                         -
    Foreign                   -                   -


At July 31, 2003, the Company has a Federal tax net operating loss ("NOL")
carryforward of approximately $6,000,000, which expires at various dates through
2015.

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

NOTE 10 - SHAREHOLDERS' EQUITY

Common Stock

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

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

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

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

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

NOTE 10 - SHAREHOLDERS' EQUITY (CONTINUED):

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

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


                                       59

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

     In June 2003, the Company issued 500,000 shares of Class B common stock for
     the  purchase  of  40%  of  LTS  Networks.

NOTE  11  -  WARRANTS  AND  OPTIONS

     In  May  2003, the Company issued 500,000 warrants exercisable at $0.25 and
     516,000  warrants  exercisable  at  $1.00  in  connection  to settle a note
     payable  in  the amount of $345,808 which includes all accrued interest and
     an  additional  receipt  of  proceeds  in  the  amount  of  $163,144.

     In  June  2003, the Company issued 2 million warrants exercisable at $1.20,
     500,000  warrants exercisable at $0.25, 2.5 million warrants exercisable at
     $0.10  and  2 million warrants exercisable at $0.05 in connection to settle
     an  investment  proceeds  liabilities  of  $625,000.

     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 On October 02, 2000, 925,000 options with an
     exercise  price  of  $1.25  had  been  issued  to consultants and other non
     employee  affiliates  who  rendered  services to the Company throughout the
     year.  The  services  were  rendered  in the fiscal year ending October 31,
     2000.  The  expense  for  such  services  were  reflected  in the financial
     statements  ended  October  31,  2000.  As  an  incentive  to  maintain  a
     relationship  with  these  consultants  and  non  employee  affiliates, the
     Company  issued these options for anticipated future services. These future
     services  were  not  received.  The  options vest one-third on December 18,
     2000,  one  third  on December 18, 2001 and one third on December 18, 2002.
     The  stock  options  expire  seven  years  from the date they were granted.

     In  October 1995, the Financial Accounting Standards Board issued Statement
     of  Financial  Accounting  Standards  ("SFAS")  No.  123,  "Accounting  for
     Stock-Based Compensation". The Company has determined that it will continue
     to  account  for  employee  stock-based  compensation  under  Accounting
     Principles  Board  No.  25  and elect the disclosure-only alternative under
     SFAS  No.  123. The fair value of a share of 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:

NOTE  11  -  WARRANTS  AND  OPTIONS  (CONTINUED)



                                                                                      Nine months ended    Nine months ended
FAS 123 "Accounting for stock based compensation                                        July 31, 2003        July 31, 2002
Paragraph 47 (a)
                                                                                                    
                1.Beginning of year - outstanding
                    i. number of options/warrants                                               308,333              308,333
                    ii. weighted average exercise price                                            1.35                 1.35
                2. End of year - outstanding
                    i. number of options/warrants                                               308,333              308,333
                    ii. weighted average exercise price                                            1.35                 1.35
                3. End of year - exercisable
                    i. number of options/warrants                                               308,333              308,333
                    ii. weighted average exercise price                                            1.35                 1.35
                4. During the year - Granted
                    i. number of options/warrants                                                     0                    0
                    ii. weighted average exercise price                                               0                    0
                5. During the year - Exercised
                    i. number of options/warrants                                                     0                    0
                    ii. weighted average exercise price                                               0                    0
                6. During the year - Forfeited
                    i. number of options/warrants                                                     0                    0
                    ii. weighted average exercise price                                               0                    0
                7. During the year - Expired


                                       60

                    i. number of options/warrants
                    ii. weighted average exercise price

Paragraph 47 (b) Weighted-average grant-date fair
value of options granted during the year:
                1. Exceeds market price                                                               0                    0

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


Paragraph 47(d) Description of the method and significant
assumptions used during the year to estimate the fair value
of options:
(1)Weighted average risk-free interest rate                                                        5.54%                5.54%
Weighted average expected life (in months)                                                        30.00                42.00
Weighted average expected volatility                                                               0.00%                   0
Weighted average expected dividends                                                                0.00                    0

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

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

Paragraph 48 - Options outstanding at the date of the lateststatement of financial
position presented:

                1.  (a) Range of exercise prices                                     $       1.10-$2.00   $       1.10-$2.00
                    (b) Weighted-average exercise price                                            1.35                 1.35
                2.  Weighted-average remaining contractual life (in months)                       30.00                42.00



                                                                                     Nine months ended    Nine months ended
                                                                                     July  31, 2003       July  31, 2002
Net Income after proforma effect                                                             (1,175,878)            (267,715)
Earnings per share after proforma effect                                             $            (0.04)  $            (0.01)



                                       61



                                                                        
YOU SHOULD ONLY RELY ON THE INFORMATION CONTAINED IN THIS DOCUMENT OR
OTHER INFORMATION THAT WE REFER YOU TO.  WE HAVE NOT AUTHORIZED
ANYONE TO PROVIDE YOU WITH ANY OTHER INFORMATION THAT IS DIFFERENT .
YOU SHOULD NOTE THAT EVEN THOUGH YOU RECEIVED A COPY  OF THIS              39,591,572 SHARES OF COMMON STOCK
PROSPECTUS, THERE MAY HAVE BEEN CHANGES IN OUR AFFAIRS SINCE THE DATE
OF THIS PROSPECTUS.  YOU SHOULD BE AWARE OF OUR PUBLIC FILINGS WHERE
WE WILL MAKE PROMPT DISCLOSURE OF MATERIAL FACTS, BOTH FAVORABLE AND
UNFAVORABLE. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL
SECURITIES IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS
NOT AUTHORIZED





TABLE OF CONTENTS                                                                       Page
                                                                                        
Risk Factors                                                                               2
Special Note Regarding Forward-Looking Statements                                          5
Summary Historical Financial Information                                                   5    GSI TECHNOLOGIES USA INC.
Management Discussions and Analysis of Financial Condition   and Results of Operations
Use of Proceeds                                                                            6
Business                                                                                  11           PROSPECTUS
Management                                                                                12
Security Ownership of Certain Beneficial owners and   Management                          21
Executive Compensation
Certain Relationships and Related Transactions                                            24
Disclosure of Commission Position                                                         25
 on Indemnification for Securities Act Liability                                          25
Description of Securities
Plan of Distribution                                                                      25
Selling Stockholders                                                                      26
Legal Matters                                                                             27
Experts                                                                                   28
Available Information                                                                     30       _____________ , 2003
Index to Financial Statements                                                             30
                                                                                          30



                                       62

                                     PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS


ITEM 13.  OTHER  EXPENSES  OF  ISSUANCE  AND  DISTRIBUTION
          ------------------------------------------------

          The  following  statement  sets  forth  the  estimated  expenses  in
connection  with  the  offering  described in the Registration Statement, all of
which  will  be  borne  by  the  Registrant.



                                     
Securities and Exchange Commission Fee  $ 1,003
--------------------------------------  -------
Accountants' Fees                       $   500
--------------------------------------  -------
Legal Fees                              $20,000
--------------------------------------  -------
Printing and engraving                  $ 1,000
--------------------------------------  -------
Miscellaneous                           $   497
--------------------------------------  -------
TOTAL                                    23,000
--------------------------------------  -------



ITEM 14.  INDEMNIFICATION  OF  DIRECTORS  AND  OFFICERS.
          ----------------------------------------------

          Neither  our  By-Laws  nor  our Certificate of Incorporation currently
provide  indemnification  to our officers or directors. In an effort to continue
to  attract  and  retain  qualified  individuals  to  serve as our directors and
officers,  we  intend  to  adopt  provisions  providing  for  the  maximum
indemnification  permitted  by  Delaware  law.

ITEM 15.  RECENT  SALES  OF  UNREGISTERED  SECURITIES
          -------------------------------------------

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

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

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

     In  November  2002, Worldwide Business Consultants S.A., agreed to invest a
     total  of  $125,000 to be injected from November 2002 to February 2003. The
     investment  has  been  completed.  On  June  19,


                                     II-III

     2003,  Worldwide  Business  Consultants  SA  received 2,500,000 shares at a
     price  per  share  of  $0.05  plus 2,000,000 warrants exercisable at $0.05.

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

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

     On  June 11, 2003, we concluded a purchase agreement to acquire a 40% stake
     in  LTS  Networks Inc., the developer of our software for 500,000 shares of
     our  common  stock.

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

     Except  for  the  investment  by  Mr. Perry and the issuance to Wien Group,
     which  were  exempt  pursuant  to Regulation D, Rule 506 as Mr. Perry is an
     "accredited" investor and Wien Group is a sophisticated investor, the other
     issuances  were  all  made  to  "non-U.S. Persons" who were offshore at the
     origination  of the buy order and without any directed selling efforts made
     in  the  US  and  were  therefore  exempt  pursuant  to  Regulation  S.


ITEM  16.  EXHIBITS  AND  FINANCIAL  STATEMENTS  SCHEDULES.
           ------------------------------------------------

     3.1      Certificate of Incorporation, as amended*
     3.2      By-Laws*
     4.1      Specimen  Common  Stock  Certificate*
     4.2      Specimen  Warrant  Certificate**
     5        Opinion  of  Law  Offices  of  Irving  Rothstein
     10.1 (a) Leases  Quebec  premises**
     10.1 (b) Leases  US  premises**
     10.2     Employment  Agreement  with  Gilles  Addison**
     10.3     LTS  Share  Purchase  Agreement**
               (a)     Alan  Truesdale
               (b)     Paul  Tatham
               (c)     Nikos  Sklavenitis


                                     II-III

               (d)     Christine  Nairn
               (e)     Glenn  H.  Jacobson  Living  Trust
     10.4     SN  Entertainment  Agreement**
     10.5     Services  Agreement  with  LTS**
     10.6     Consulting  Agreement  with  Wien**
     10.7     Loan  and  Investment  Agreement  with  Craig  Perry**
     10.8     Loan  and  Investment  Agreement  with  La  Ferme  M.J.  Fillion**
     10.9     Special  Agreement  with  MCSI
     10.10    Sales  Representative  Agreement  with  Petters  Group.
     10.11    Master  Licensing  Agreement between GSI Canada & GSI Technologies
              USA Inc.*
     10.12    Addendum  to  the  Licensing  Agreement  between  GSI  Canada &
              GSI Technologies  USA  Inc.
     23.1     Consent of Law Offices of Irving Rothstein
              (included in the Opinion filed as Exhibit 5)
     23.2     Consent of Mark  Cohen, C.P.A.
                   _______________
              *    Incorporated  by reference from Registration Statement
                   No. 333-30474
              **   Incorporated  by  reference  from  original filing on
                   July  1st,  2003

ITEM 17.  UNDERTAKINGS.
          ------------

          The  undersigned  Registrant  hereby  undertakes:

     (1)  To  file,  during any period in which it offers or sells securities, a
post-effective  amendment  to  this  registration  statement  to:

     (i)  Include  any prospectus required by section 10(a)(3) of the Securities
Act;

     (ii)  Reflect  in the prospectus any facts or events which, individually or
together,  represent a fundamental change in the information in the registration
statement; and notwithstanding the foregoing, any increase or decrease in volume
of securities offered (if the total dollar value of securities offered would not
exceed  that which was registered) and any deviation from the low or high and of
the  estimated maximum offering range may be reflected in the form of prospectus
filed  with Commission pursuant to Rule 424(b) if, in the aggregate, the changes
in volume and price represent no more than a 20% change in the maximum aggregate
offering  price  set forth in the "Calculation of Registration Fee" table in the
effective  registration  statement.

     (iii)  Include  any  material  information  with  respect  to  the  plan of
distribution  not  previously  disclosed  in  the  registration statement or any
material  change  to  such  information  in the registration statement provided,
however,  that  paragraphs  (a)(1)(i)  and  (a)(1)(ii)  do  not  apply  if  the
registration statement is on Form S-3, Form S-8 or Form F-3, and the information
required  to  be  included  in  post-effective  amendment by those paragraphs is
contained  in  periodic reports filed with or furnished to the Commission by the
registrant  pursuant  to  Section  13 or 15(d) of the Securities Exchange Act of
1934  that  are  incorporated  by  reference  in  the  registration  statement.


                                     II-III

     (iv)  Include any additional or changed material information on the plan of
distribution.

     (2)  For  determining  liability  under  the  Securities  Act,  treat  each
post-effective  amendment  as  a  new  registration  statement of the securities
offered  and  the offering of the securities at that time to be the initial bona
fide  offering.

     (3)  File a post-effective amendment to remove from registration any of the
securities  that  remain  unsold  at  the  end  of  the  offering.

          Insofar  as  indemnification  for  liabilities  arising  under  the
     Securities  Act of 1933 (the "Act") may be permitted to directors, officers
     and  controlling  persons  of  the  small  business  issuer pursuant to the
     foregoing  provisions,  or  otherwise,  the  small business issuer has been
     advised  that in the opinion of the Securities and Exchange Commission such
     indemnification  is  against  public policy as expressed in the Act and is,
     therefore,  unenforceable.


                                     II-III

                                   SIGNATURES

          In accordance with the requirements of the Securities Act, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements of filing on Form SB-2 and has authorized this registration
statement or amendment to be signed on its behalf by the undersigned, in the
City of Montreal on the 10th day of November, 2003.

          GSI TECHNOLOGIES USA INC.


          By:  /s/ Gilles Addison
             ------------------------------------
               Gilles Addison, President and CEO

               In accordance with the requirements of the Securities Act, this
registration statement or amendment was signed by the following persons in the
capacities and on the dates stated:



        SIGNATURE                             TITLE                 DATE
        ---------                             -----                 ----
                                                              


        By:/s/ Gilles Addison
           -----------------------
           Gilles Addison                     President & CEO       November 10, 2003



        By:/s/ Marie El-Ahmar Eid
           -----------------------
           Marie El-Ahmar Eid                 Director & Secretary  November 10, 2003



        By:/s/ Craig Perry
           -----------------------
           Craig Perry                        Director & Chairman   November 10, 2003


        By:/s/ Marc Cote
           -----------------------
           Marc Cote                          Director              November 10, 2003