UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(MARK ONE)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF
1934
For the quarterly period ended April 30, 2003.
[_] TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the transition period from _________ to ________
COMMISSION FILE NUMBER: 0-31229
GSI TECHNOLOGIES USA INC.
(Exact name of small business issuer as specified in its charter)
Delaware 65-0902449
------------------------------ -----------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
400 St Jacques West, Suite 500, Montreal, Quebec H2Y 1S1, Canada
----------------------------------------------------------------
(Address of principal executive offices)
(514) 282-9292
--------------
(Issuer's Telephone Number, including Area Code)
Check whether the issuer (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act of 1934 during the past 12 months (or
for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days. [X]
Yes[ ] No[ ]
As of June 12, 2003, there were 29,291,023 shares of the issuer's $.001 par
value common stock issued and outstanding
Transitional Small Business Disclosure Format (Check one): Yes [ ] No[X]
INDEX TO FORM 10-QSB
-----------------------------------
FOR THE QUARTER ENDED APRIL 30, 2003
------------------------------------
PAGE
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS (UNAUDITED)
Balance Sheet as of April 30, 2003 3
Statement of Operations for the Six and Three Months ended April 30, 2003 and
2002 4
Statements of Cash Flows for the Six Months ended April 30, 2003 and 2002 5
Notes to Financial Statements for the Six Months Ended April 30, 2003. 6
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS 7-10
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 11
Item 2. Changes in Securities 11
Item 3. Defaults Upon Senior Securities 11
Item 4. Submission of Matters to a Vote of Security Holders 11
Item 5. Other Information 11-12
Item 6. Exhibits and Reports on Form 8-K 12
Certifications 13
Signature 14
Exhibit 99.1 15
2
GSI TECHNOLOGIES USA, INC.
BALANCE SHEET
AT APRIL 30, 2003
(UNAUDITED)
ASSETS
------
Current Assets
Cash and cash equivalents $ 2,103
Receivables, net 42,447
Prepaid expenses 2,442
------------
Total current assets 46,991
Property and equipment, net 77,646
Other assets 2,791
------------
TOTAL ASSETS 127,428
============
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
Current Liabilities
Accounts payable and accrued expenses 121,007
Notes Payable 330,000
Investment proceeds liability 648,068
------------
Total current liabilities 1,099,074
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 29,291
55,000,000 shares; issued and outstanding - 29,291,023
Paid in Capital 5,395,719
Deficit accumulated during the development stage (6,397,045)
Accumulated other comprehensive income 388
------------
Total Shareholder's Equity (971,647)
TOTAL LIABILITIES AND SHAREHOLDER'S EQUITY $ 127,428
============
Read the accompanying summary of significant accounting notes to Financial
statements, which are an integral part of this financial statement.
3
GSI TECHNOLOGIES USA INC
STATEMENT OF OPERATIONS
FOR THE THREE MONTHS AND SIX MONTHS ENDED APRIL 30, 2003 AND 2002
(UNAUDITED)
Three months Six months
ended April 30, ended April 30,
-------------------------- --------------------------
2003 2002 2003 2002
------------ ------------ ------------ ------------
Revenues $ 15,000 $ - $ 15,000 $ 23,750
Cost of Sales - - - 10,634
------------ ------------ ------------ ------------
Gross Profit 15,000 - 15,000 13,116
Operating Expenses:
Marketing 31,920 16,051 33,303 24,412
Salaries and related costs - - - 38,996
Rent 24,642 13,703 30,388 51,426
Software costs 120,073 120,073
Professional fees 38,133 2,457 55,367 9,029
Consulting 68,576 - 112,418 -
Depreciation 2,942 973 4,022 1,947
Amortization 4,504 23,845 28,243 47,691
Loss on licensing agreement write off 164,872 - 164,872 -
Other selling, general and administrative 45,420 19,271 65,189 47,375
------------ ------------ ------------ ------------
Total operating expenses 501,082 76,300 613,876 220,876
Loss before other income (expense) (486,082) (76,300) (598,876) (207,759)
Other income (expense):
Interest income (principally related party)
Interest expense (principally related party) (60,099) (4,417) (71,968) (8,759)
Foreign exchange gain/(loss) (24,529) (15,960)
Equity in net earnings (loss) of affiliates - - - -
------------ ------------ ------------ ------------
Total other income (expense) (60,099) (28,946) (71,968) (24,719)
------------ ------------ ------------ ------------
Net Loss (546,181) (105,246) (670,843) (232,479)
============ ============ ============ ============
Basic weighted average common shares outstanding 28,673,045 20,788,768 27,462,294 20,689,767
============ ============ ============ ============
Basic and diluted Loss per common share $ (0.02) $ (0.01) $ (0.02) $ (0.01)
============ ============ ============ ============
Read the accompanying summary of significant accounting notes to Financial
statements, which are an integral part of this financial statement
4
GSI TECHNOLOGIES USA, INC.
STATEMENT OF CASH FLOWS
FOR THE SIX MONTHS ENDED APRIL 30, 2003 AND 2002
(UNAUDITED)
For the six months
ended April 30,
----------------------
2003 2002
---------- ----------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income (Loss) $(670,843) $(232,479)
Adjustments to reconcile net income (loss) to net cash
used in operating activities:
Depreciation and amortization 32,265 49,638
Issuance of stock for contract settlement - 38,996
Issuance of stock for interest/penalty 50,000
Accrued Interest Expense - 8,759
Loss on licensing agreement write off 164,872 -
Changes in Operating assets and liabilities:
Receivables and other current assets (44,889) (4,871)
Other assets (2,791)
Accounts Payable and Accrued Liabilities (113,066) 133,939
---------- ----------
Net cash provided by/(used in) operating activities (584,451) (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 (22,871) -
---------- ----------
Net cash provided by/(used in) investing activities (22,871) -
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from:
Notes payable - -
Investment proceeds 504,445 -
Sales of common stock 104,980 -
---------- ----------
Net cash provided by/(used in) financing activities 609,425 -
---------- ----------
Net increase (decrease) in cash and cash equivalents 2,103 (6,019)
Cash and cash equivalents, beginning of period - 6,019
---------- ----------
Cash and cash equivalents, end of period $ 2,103 $ (0)
========== ==========
SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING AND FINANCING ACTIVITIES:
None
5
GSI TECHNOLOGIES USA, INC.
(A COMPANY IN THE DEVELOPMENT STAGE)
NOTES TO THE CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)
APRIL 30, 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 10-KSB 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 - IMPAIRMENT AND WRITE OFF OF LICENSING RIGHTS
The Company's only intangible asset, licensing rights, were reviewed for
impairment and determined to be impaired since the software and technology
behind the licensing rights would no longer be available due to financial
difficulties and constraints associated with the licensor. The unamortized
amount of $164,872 of licensing rights has been written off and reflected in the
statement of operations as a loss for the current period.
NOTE 4 - 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
$670,843 for the six months ended April 30, 2003 (unaudited). As reported on
the statement of cash flows, the Company incurred negative cash flows from
operating activities of $584,451 for the six months ended April 30, 2003
(unaudited). 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.
6
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
--------------------------------------------
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 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
GSI Technologies USA Inc. is an Information Technology Company that offers
products and solutions to the Out-of-Home Digital Signage Industry. The Company
has developed a proprietary, enterprise scale, Digital Signage Network
Management Software Suite. The Company is a Value Added Reseller for various
related hardware products that make up its end-to-end Digital Signage Solution.
The Company also offers various services related to the installation,
management, operation and maintenance of large Digital Signage Networks
worldwide.
Research firm iSupply/Stanford Resources sees the worldwide Digital Signage
market growing from just over $ 3 billion this year to about $ 5 billion in 2006
and about $ 7 billion in 2008. CAP Ventures Inc., a research firm that tracks
retail digital signage as a separate category, sees this niche growing still
faster, from North America revenue of $ 388 million this year to nearly $ 2
billion in 2006; an increase of more than 400 percent.
GSI Technologies USA Inc. is particularly well positioned to exploit this growth
as it offers one of the only true enterprise scale solutions in the world. The
technology is being field tested by Clear Channel International, which is the
largest player in the Industry.
RESULTS FROM OPERATIONS
Three and six months ending April 30, 2003 and 2002
During GSI's second quarter from February 1, 2003 to April 30, 2003, GSI USA
incurred a loss of $546,181 versus a loss of $105,246 in the same period in
2002.
During GSI's six months from November 1, 2002 to April 30, 2003, GSI USA
incurred a loss of $670,843 versus a loss of $232,479 in the same period in
2002.
REVENUES
$15,000 in revenue was recognized during the current quarter, versus zero
for the same period in the prior year. This is related to sub-licensing
agreements realized over the respective terms.
$15,000 in revenue was recognized during the current six-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.
7
OPERATING EXPENSES
During the three months ended April 30, 2003, GSI USA has incurred $501,082
in operating expenses versus 76,300 for the same period in 2002. The increase
was mainly attributable to software costs, consulting and the write off of
unamortized impaired licensing rights.
During the six months ended April 30, 2003, GSI USA has incurred $613,876
in operating expenses versus 220,876 for the same period in 2002. The increase
was mainly attributable to software costs, consulting and the write off of
unamortized impaired licensing rights.
LIQUIDITY AND CAPITAL RESOURCES
At April 30, 2003 GSI USA had $2,103 in cash. Cash used in operating
activities during the six months ending April 30, 2003 was 584,451, 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 period reflects an amount of
$22,871, which was for purchases of business equipment
Net Cash provided from financing activities during the period was 609,425.
The result of all activities during the six-month period ending April 30,
2003 was a net increase of $2,103 in our cash position.
MANAGEMENT DISCUSSION AND ANALYSIS
GSI Technologies USA Inc. was created in 1998, as a sister company to
GSI Canada created in 1995, with goals of supplying complete turn-key solutions
to out-of-home advertising network operators. The company's offering went from
digital signage network management software to installed screen, displays or
street furniture, interacting with targeted audiences. GSI was then offering
integration of network services but dealing with hardware suppliers for
integration of computers and screens (plasma, LCD, LED or plain TV set).
GSI participates in the information technology industry, specializing
in broadcasting solutions principally for media operators, advertisers and
others seeking to reach the greatest number of "viewers per day" at the street
level. Street level advertising is the strategic placement of signage so they
are readily visible to pedestrians and motorists. In addition to addressing
potential consumers in busy urban and suburban settings, public service messages
can also be conveyed using our technology.
The Company's initial years were primarily spent on extensive R&D,
building products that were expected to capitalize on the Internet and
multimedia boom and the increase of last-mile bandwidth. However, the great
promises of the technology and Internet golden age of the late 90's did not
materialize as foreseen. For GSI specifically, the techno bubble burst, the cost
and availability of bandwidth not improving fast enough, the economic down turn,
and the cost of plasma screens still considered too high, all contributed to the
near disappearance of the company.
Since then, we have been continuously involved in research and
development in an effort to innovate and deliver appropriate products to the
marketplace. Equally, the company has been present in the marketplace, building
a solid foundation of industry contacts both as potential partners and business
clients.
The market currently 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
8
cost-effective solution, and to exploit the areas of clearest opportunity. We
see signs of recovery in certain key market areas.
During the period of this downturn in purchasing in the marketplace,
we have continued our product development, with emphasis on developing and
launching an entirely new suite of products and services known as the GSI
Digital Media Logistics Suite (DMLS), Version 3.0. Development of the end
product is nearing completion, and our current focus is on finalizing
development activities. GSI's DMLS software enables users to accept, store,
inventory, deliver and organize the playing of digital content to all kinds of
digital display products such as, plasma screens, LCD screens, LED screens, TV
monitors, multi media projectors etc.
At the same time, the Company re-evaluated its overall market approach
and decided to focus more heavily on developing and selling digital network
operations software rather than actually developing networks, installing and
managing physical hardware, and actually selling and managing the digital
content. With the re-focus of GSI in mid-2002, came a new philosophy and
re-positioning of the company's activities. GSI is returning to the core
expertise of its past, focusing on its original concept and vision, building the
software that will help users store, inventory, deliver and use visual digital
content on a variety of devices in a variety of applications. The Company now
has a much clearer product and sales vision.
Previously, we had operated under a master license acquired in October
1999 from our Canadian affiliate, (3529363 Canada Inc., also know as GSI
Canada). GSI Canada experienced severe financial difficulties, which resulted in
it being put under the supervision of a trustee in May 2001. We subsequently
notified the GSI Canada Trustee and principals that we believe they can no
longer realistically fulfill the terms and conditions of the Master License
Agreement and we therefore consider that agreement null and void. No response
has been received.
As a result of such events, the Company made a strategic decision to
undertake an entirely new proprietary solution development program using a third
party, LTS Networks. LTS Networks, a Montreal-based Corporation, is specialized
in Network Management and R&D software development. GSI has given LTS a mandate
to develop an entirely new family of digital distribution products from the
ground up. The Company has also purchased a 40% equity interest in LTS Networks.
GSI will now focus on conceiving, developing and selling the world's
most effective and user-friendly digital signage network management software
directly to network integrators, screen manufacturers or to out-of-home digital
network owners/operators. We believe that we now possess some of the most
advanced technology currently available in the field of electronic advertising
and interactive information display.
GSI, over the past couple of years, has acquired valuable field
experience in serving digital network operators through various pilot projects.
Therefore, we have revised technical specifications that will be well served to
meet our customers' current and evolving needs. On May 5, 2003, we released our
newly designed proprietary solution.
The Company will also, in some cases, offer Network Software Managed
Services, Integration Services and Hardware through various partnerships and
strategic alliances. GSI will no longer supply or manufacture street furniture.
We will continue to leverage our market knowledge to provide strategic
consultant services for turnkey digital signage solutions.
Our GSI Digital Media Logistics Suite offers a complete range of
products designed around the concept of providing specific digital images for
advertising and information on multiple digital devices that will address
current market needs and attract significant commercial interest.
Our business model has changed considerably based on our relationship
with Clear Channel International (CCI), a long-standing strategic partner and
customer. CCI is one of the world's largest out-of-home media and advertising
groups, with operations in over 60 countries around the globe. We have been
supporting two special projects in the Cities of Bristol and Swindon in England
and the City of Nantes in France. Our working relationship with CCI has allowed
us to redesign a new digital signage software solution for enterprise scale
application.
9
In May 2003, GSI delivered to Clear Channel International its newly
released version of DMLS. Based on our working relationship, we have agreed to
design a specific content manager application in conjunction with CCI's
specifications. We have organized a working focus group, including LTS
Networks' R&D team, CCI's R&D Managers and GSI's Product team, to participate in
weekly revision meetings in order to refine the interface of our new module
application. At end of June 2003, GSI is scheduled to deliver the content
manager application to CCI for the purpose of test application in the unique
"City of Nantes (France) pilot project", involving a variety of Digital Signage
products including LED screens, interactive busshelter kiosks and Plasma
screens. After completing the market test of the content manager application,
we are scheduled to deliver our fully functional Digital Media Logistics Suite,
including specific Content Manager Application at the end of August 2003. CCI
is currently waiting for GSI's August release to roll out a comprehensive
development plan for Digital Signage implementation in many other countries.
We have totaly revised our pricing and licensing structure. We will
now sell and distribute our software product on a per player software license
basis. Our comprehensive software package includes: Digital Media Logistics
Player, Digital Media Logistics Server and Digital Media Logisitics
Administrator.
In April 2003, GSI signed a special agreement with MCSI, a publicly
traded corporation specialized in Technology Integration, for the sale of 12,000
licenses to be utilized for customers such as Bank of America and Bed Bath &
Beyond, etc. We are currently developing, with the participation of LTS
Networks, a small form factor player at very low cost to respond to our
customers' special implementation needs. Our agreement is valid for a special
term of 24 months.
In July 2002, we completed a Letter of Intent with a California-based
corporation specializing in Internet market content. The Agreement calls for
the client to install a network of full motion video plasma screens in
approximately 200 preferred locations in the United States. We have been
informed that our client has succeeded in securing over 100 locations. In July
2003, our client will start implementing the first phase for 35 locations and
will continue to build up the network till end of year 2003. We have negotiated
a 10-year licensing agreement starting when the Network begins its operations.
Network management and content production contracts are currently been
negotiated.
During the month of May 2003, our sales management team has been
negotiating a common development agreement with Petters Group LLC, in regards to
their new suite of Digital Signage Products, branded under the name of Polaroid.
GSI has currently concluded sales of 42" Digital plasma screens for an
approximate quantity of 600 units, subject to financing approval of the
customers.
We are currently negotiating a team co-marketing agreement with
Polaroid to offer a turnkey solution to large enterprise scale customers that
integrate the hardware and software products. We anticipate completing the
agreement by end of June 2003.
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.
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 Technology Integrators and service corporation for our European based
customers. We are currently negotiating contract agreements and anticipate
conclusion by the end of July 2003.
10
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None
ITEM 2. CHANGES TO AUTHORIZED SHAREHOLDERS' CAPITAL
None
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS
None.
ITEM 5. OTHER INFORMATION
On February 4th, 2002, we became delinquent because we were late
filing our annual 10-KSB report. On March 5th, 2002, we were temporarily
delisted from the OTCBB. On March 8th, 2002, we filed our 10-KSB report for the
period ending October 31, 2001. Since then, we have filed all of our reports on
time. We have appointed a new market maker who expects to file a form 2-11 by
end of June 2003, so our securities can become relisted on the OTCBB.
In May 2002, GSI entered into a loan agreement with a private party
for a sum of $330,000.00, bearing interest at prime rate + 2%. In March 2003,
GSI issued 1,000,000 shares as a penalty on this loan. In May 2003, GSI
authorize the issuance of 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
in consideration of the conversion of this loan plus a supplementary investment
of $165,000. The investor is Mr. Craig Perry who became a Director on April 28,
2003.
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. In June 2003, Sogepar SA
will receive 6,000,000 shares at a price per share of $0.05 plus 2,000,000
options exercisable at a price of $0.10 and 2,000,000 warrants exercisable at a
price of $1.20.
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. In June 2003, Worldwide Business Consultants SA
will receive 2,500,000 shares at a price per share of $0.05 plus 2,000,000
options exercisable at $0.05.
In December 2002, GSI entered into a loan agreement with a non-US
corporation for an amount of $320,000.00 which could be converted into equity,
subject to approval of regulatory authorities.
In March 2003, a non-US private investor invested $100,000.00 for 2 Million
shares at $0.05 per share.
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. In June 2003, First Mercantile Investments, Corp. will
receive 2,000,000 shares at a price of $0.10 per share plus 500,000 options
exercisable at $0.10 per share and 500,000 options exercisable at $0.25 per
share.
In June 2003, GSI entered into a purchase agreement to acquire 40% equity
of LTS Networks for 500,000 shares.
11
In June 2003, GSI will issue 1,336,800 shares to 4136306 Canada Inc. for
conversion of outstanding promissory notes dated June 2002.
The Company's CEO was not hired until after the period covered by this
report. Accordingly, he is not in a position to sign any certifications related
to this report. Therefore, the Board of Directors authorized, by way of
resolution, the Chairman of the Board, Mr. Craig Perry, to sign all necessary
filing documents for the period ending April 30, 2003.
MANAGEMENT
On February 7, 2003 Mr. Rene Arbic resigned from his position as Chief
Executive Officer of GSI Technologies USA Inc.
In May 2003, Mr. Rene Arbic 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, to join the Board
of Directors as a Director and Chairman.
In June 2003, the Board of Directors appointed Mr. Gilles Addison to the
position of President and Chief Executive Officer.
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 field of activities. We believe our
Corporation will grow in a team environment and deliver positive results to the
benefit 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 that will suit the needs of our Corporation.
The Executive Advisory Board is composed by the following individuals:
- Mr. Gilles Addison, President and CEO
- Mrs. Marie El-Ahmar Eid, Business Development and Investor
Relations Director
- Glen Pearson, Operations Director
- Michel de Montigny, Product, Sales and Marketing Director
- Paola Salcedo, Administration Director
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
The following exhibits are contained in this 10-QSB:
99.1 Sarbans-Oxley Certifications.
12
CERTIFICATION
I, Craig Perry, hereby certify that:
I have reviewed this quarterly report on Form 10-QSB of GSI Technologies
USA Inc.;
Based on my knowledge, this report does not contain any untrue statement of
a material fact, or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period
covered by this report; and
Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material
respects the financial position, results of operations, and cash flows
of the issuer as of, and for, the periods presented in this report.
I am responsible for establishing and maintaining disclosure controls
and procedures for the issuer and have:
Designed such disclosure controls and procedures to ensure that
material information relating to the issuer is made known to
me, particularly during the period in which the periodic
reports are being prepared;
Evaluated the effectiveness of the issuer's disclosure controls
and procedures as of April 30, 2003; and
Presented in the report our conclusions about the effectiveness
of the disclosure controls and procedures based on my
evaluation as of the Evaluation Date;
I have disclosed, based on my most recent evaluation, to the issuer's
auditors and the audit committee of the board of directors (or persons
fulfilling the equivalent function):
All significant deficiencies in the design or operation of
internal controls which could adversely affect the issuer's
ability to record, process, summarize and report financial
data and have identified for the issuer's auditors any
material weaknesses in internal controls; and
Any fraud, whether or not material, that involves management or
other employees who have a significant role in the issuer's
internal controls; and
I have indicated in the report whether or not there were significant
changes in internal controls or in other factors that could
significantly affect internal controls subsequent to the date of our
most recent evaluation, including any corrective actions with regard
to significant deficiencies and material weaknesses.
Date: June 18, 2003
_____________________________
Craig Perry
Chairman of the Board
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Dated: June 18, 2003 GSI TECHNOLOGIES USA INC.
By: /s/ Craig Perry
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Craig Perry
Chairman of the Board
14