Exhibit 23.2


                        CONSENT OF INDEPENDENT AUDITORS

         I consent to the use in this Registration Statement on Form SB-2 of GSI
Technologies  USA Inc., of my report dated  December 23, 1999,  appearing in the
Prospectus which is part of this Registration Statement.

         I also conset to the  reference  to me under the heading  "Experts"  in
such Prospectus.

                                               By:/s/Mark Cohen
                                                   Mark Cohen C.P.A.



Hollywood, Florida
July 13, 2000



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