SECURITIES
      AND EXCHANGE COMMISSION


Washington,
      DC 20549





**FORM
      10-QSB**





x
            Quarterly
                Report Pursuant to Section 13 or 15(d) of the Securities Exchange
                Act of
                1934





For
      the
      quarterly period ended March 31, 2007





o
            Transition
                Report Pursuant to Section 13 or 15(d) of the Securities Exchange
                Act of
                1934





For
      the
      transition period from _______________ to ________________





Commission
      file number 000-31143





DCI
      USA,
      INC.


(Exact
      name of small business as specified in its charter)





Delaware
            22-3742159(State
                or other jurisdiction of incorporation or organization)
            (IRS
                Employer Identification Number)





8
      Bond
      Street, Great Neck, New York 11021


(Address
      of principal executive offices)





(212)-994-9594


(Issuer's
      telephone number, including area code)





Indicate
      by check mark whether the issuer (1) has filed all reports required to be filed
      by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
      preceding 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. Yes x No o




Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act. Yes o No x




Indicate
      the number of shares outstanding of each of the issuer’s classes of common
      stock, as of the latest practicable date: Approximately 53,292,681 shares of
      Common Stock, $.001 per share, as of May 18, 2006.




Transitional
      Small Business Disclosure Format (check one): Yes o No x










DCI
      USA,
      INC. AND SUBSIDIARY





INDEX





Page
                No.**PART
                I. FINANCIAL INFORMATION**Item
                1.
            Financial
                StatementsConsolidated
                Balance Sheets as of March 31, 2007 (unaudited) and December 31,
                2006
                (audited)
            3Consolidated
                Statements of Operations for the three month periods ended March
                31, 2007
                (unaudited) and March 31, 2006 (unaudited)
            4Consolidated
                Statements of Cash Flows for the three month periods ended March
                31, 2007
                (unaudited) and March 31, 2006 (unaudited)
            5Consolidated
                Notes to Financial Statements
            6Item
                2.
            Management's
                Discussion and Analysis of Financial Condition and Results of
                Operations.
            9Item
                3.
            Controls
                and Procedures
            15**PART
                II. OTHER INFORMATION**Item
                2.
            Unregistered
                Sales of Equity Securities
            15Item
                5.
            Other
                Information
            15Item
                6.
            Index
                of Exhibits
            16SIGNATURES
            
            16





2






DCI
        USA,
        INC. AND SUBSIDIARY
 CONSOLIDATED
 BALANCE
        SHEETS
 
 **ASSETS**March
                  31, 2007
              
              December
                  31, 2006(Unaudited)Current
                  Assets:Cash
              
              $
              2,264
              
              $
              74,755Prepaid
                  expense
              
              
              10,734
              
              
              8,002Interest
                  receivable-related party
              
              
              11,892
              
              
              8,798Interest
                  receivable
              
              
              953
              
              
              -Loan
                  receivable- related party
              
              
              158,000
              
              
              55,000Loan
                  receivable - Gunther
              
              
              638,000
              
              
              630,000Note
                  receivable- net of discount
              
              
              -
              
              
              142,485Loan
                  receivable - Senergy
              
              
              100,000
              
              
              -Total
                  current assets
              
              
              921,843
              
              
              919,040Fixed
                  assets, net
              
              
              3,002
              
              
              3,225Investment
                  in 231 NAPD
              
              
              1,325,187
              
              
              1,355,998Noncurrent
                  notes receivable
              
              
              70,000
              
              
              70,000**Total
                  assets**
              
              
              **2,320,032**
              
              
              **2,348,263****LIABILITIES
                  & STOCKHOLDERS' EQUITY****Current
                  Liabilities:**Loan
                  payable - Hypothicators
              
              $
              334,874
              
              $
              400,000Loan
                  payable - officer
              
              
              270,000
              
              
              -Accounts
                  payable
              
              
              38,067
              
              
              63,200Accrued
                  interest
              
              
              36,052
              
              
              20,620Amount
                  due on option to repurchase common stock, current
              
              
              81,768
              
              
              81,768Convertible
                  notes
              
              
              465,000
              
              
              465,000Convertible
                  debentures
              
              
              600,000
              
              
              600,000Total
                  current liabilities
              
              
              1,825,761
              
              
              1,630,588Amount
                  due on option to repurchase common stock, net of current
              
              
              30,732
              
              
              30,732**Total
                  liabilities**
              
              
              **1,856,493**
              
              
              **1,661,320****STOCKHOLDERS'
                  EQUITY**Preferred
                  Stock, par value $.001, Authorized 1,000,000 shares Series A Preferred,
                  200,000 shares authorized none issued and outstanding
              
              
              -
              
              
              -Common
                  stock, par value $.001,100,000,000 shares authorized, 53,292,681
                  shares
                  outstanding
              
              
              53,292
              
              
              53,292Additional
                  paid-in-capital
              
              
              2,615,927
              
              
              2,526,671Retained
                  deficit
              
              
              (2,205,680
              )
              
              (1,893,020
              )**Total
                  stockholders' equity**
              
              
              463,539
              
              
              686,943**Total
                  liabilities and stockholders' equity**
              
              **$**
              **2,320,032**
              
              **$**
              **2,348,263**


The
          accompanying notes are an integral part of these consolidated financial
          statements.
 3




DCI
        USA,
        INC. AND SUBSIDIARY
 CONSOLIDATED
        STATEMENTS OF OPERATIONS
  
 **Three
                  Months Ended March 31,****2007**
              
              **2006**(Unaudited)
              
              (Unaudited)Operating
                  IncomeRevenue
              
              $
              -
              
              $
              -Interest
                  income
              
              
              6,252
              
              
              44,565Total
                  income
              
              
              6,252
              
              
              44,565Expenses:General
                  & administrative expense
              
              
              80,314
              
              
              39,701Interest
                  expense
              
              
              63,816
              
              
              45,582Professional
                  fees
              
              
              54,624
              
              
              18,725Consulting
                  fees
              
              
              89,256
              
              
              -Income
                  taxes
              
              
              91
              
              
              -Total
                  expenses
              
              
              288,101
              
              
              104,008Loss
                  from operations
              
              
              (281,849
              )
              
              (59,443
              )Other
                  (income) expense:Net
                  loss on investment
              
              
              30,811
              
              
              -Total
                  other (income) expense
              
              
              30,811
              
              
              -Net
                  loss
              
              
              (312,660
              )
              
              (59,443
              )Basic
                  and DilutedLoss
                  per share
              
              
              ($0.01
              )
              
              ($0.01
              )Weighted
                  average number ofCommon
                  Stock outstanding
              
              
              53,292,681
              
              
              36,125,035






The
          accompanying notes are an integral part of these consolidated financial
          statements.
 4


DCI
        USA,
        INC. AND SUBSIDIARY
 CONSOLIDATED
        STATEMENTS OF CASH FLOWS
 (Unaudited)


THREE
                  MONTHS ENDEDMARCH
                  312007
              
              2006**Operating
                  activities:**Net
                  loss
              
              $
              (312,660
              )
              $
              (59,443
              )Adjustments
                  to reconcile net loss to net cash flows from operating
                  activitiesAmortization
                  of loan costs
              
              
              -
              
              
              10,625Cost
                  of stock options
              
              
              89,256
              
              
              -Loss
                  on equity investment
              
              
              30,811
              
              
              -Amortization
                  of discounts
              
              
              -
              
              
              18,669Depreciation
                  and amortization
              
              
              223
              
              
              -Amortization
                  of note receivable discount
              
              
              (7,515
              )
              
              -Changes
                  in operating assets and liabilitiesAccounts
                  receivable
              
              
              -
              
              
              -Prepaid
                  expenses
              
              
              (2,732
              )
              
              3,504Interest
                  receivable
              
              
              (4,047
              )
              
              (868
              )Accounts
                  payable & accrued expense
              
              
              (9,702
              )
              
              (35,394
              )Net
                  cash flows from operating activities
              
              
              (216,366
              )
              
              (62,907
              )**Investing
                  activities:**Proceeds
                  from loan receivable
              
              
              150,000
              
              
              -Loans
                  to third parties
              
              
              (211,000
              )
              
              -Net
                  cash flows from Investing activities
              
              
              (61,000
              )
              
              -**Financing
                  activities:**Proceeds
                  from convertible notes
              
              
              -
              
              
              -Proceeds
                  from loan
              
              
              270,000
              
              
              60,000Payment
                  of loans payable
              
              
              (65,126
              )
              
              -Net
                  cash flows from financing activities
              
              
              204,874
              
              
              60,000Decrease
                  in cash and cash equivalents
              
              
              (72,492
              )
              
              (2,907
              )Cash,
                  beginning
              
              
              74,756
              
              
              5,877Cash,
                  ending
              
              
              2,264
              
              $
              2,970Supplemental
                  disclosure of cash flow Information:Interest
                  paid
              
              $
              27,764
              
              $
              20,000Income
                  taxes paid
              
              $
              91
              
              $
              -




The
          accompanying notes are an integral part of these consolidated financial
          statements.
 5





DCI
      USA,
      INC. AND SUBSIDIARY


NOTES
      TO
      CONSOLIDATED FINANCIAL STATEMENTS


March
      31,
      2007





**NOTE
      1 BASIS OF PRESENTATION**





The
      consolidated financial statements include the accounts of the Company and its
      wholly- owned subsidiary, Norman LLC. All material intercompany transactions
      have been eliminated in consolidation.





Certain
      information and footnote disclosures normally included in annual financial
      statements prepared in accordance with generally accepted accounting principles
      have been condensed or omitted pursuant to such rules and regulations. The
      Company believes that the disclosures are adequate to make the financial
      information presented not misleading. These condensed financial statements
      should be read in conjunction with the audited financial statements and the
      notes thereto included in the Company’s Annual Report on Form 10-KSB for the
      year ended December 31, 2006, filed with the Securities and Exchange Commission
      on May 4, 2007. All adjustments were of a normal recurring nature unless
      otherwise disclosed. In the opinion of management, all adjustments necessary
      for
      a fair statement of the results of operations for the interim period have been
      included. The results of operations for such interim periods are not necessarily
      indicative of the results for the full year.





6





DCI
      USA,
      INC. AND SUBSIDIARY


NOTES
      TO
      CONSOLIDATED FINANCIAL STATEMENTS


March
      31,
      2007





NOTE
      2
      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES





NET
      LOSS
      PER SHARE





Basic
      net
      loss per share is computed on the basis of the weighted average number of shares
      outstanding each period and excludes any dilutive effects of options, warrants,
      and convertible securities. Dilutive earnings per share is computed giving
      effects to dilutive stock equivalents. There were 27,600,000and 16,987,013
      potentially dilutive common shares outstanding on March 31, 2007 and 2006,
      which
      were excluded from the calculation of diluted earnings per share, consisting
      primarily of shares issuable upon the conversion of debt and equity and the
      exercise of stock options.





NOTE
      3
      CONVERTIBLE NOTE PAYABLE- OFFICER





The
      Company has a note payable to the Chairman, Jonathan Ilan Ofir, who has agreed
      to loan the Company between $300,000 and $500,000 for 15 months bearing interest
      at 6% per annum. Principal and interest will be paid at the loan maturity date.
      As of March 31, 2007, the Company had borrowed from Mr. Ofir an aggregate of
      $220,000.





NOTE
      4
      ASSIGNMENT OF SHARES OF MAJOR SHAREHOLDER





As
      of
      March 24, 2006, Mr. Ofir acquired 28,350,000 shares of our Common Stock from
      Uri
      Rosin and Gunter Frantz, Ltd. ("Gunter Frantz") pursuant to an Assignment and
      Assumption of contract ("Assignment and Assumption of Contract") whereby Mr.
      Ofir assumed the obligations of Mr. Rosin and Gunter Frantz under a Share Sale
      Agreement dated February 1, 2006 ("the Share Sale Agreement"). The purchase
      price of $1,170,004 (or $0.04127 per share) is required to be paid by Mr. Ofir
      by December 31, 2007. The right to purchase such 28,350,000 shares from Direct
      Capital Investments, Ltd. had been held by Mr. Rosin and Gunter Frantz, the
      former controlling shareholders of Direct Capital Investments, Ltd., pursuant
      to
      the Share Sale Agreement. Mr. Rosin and Gunter Frantz, however, assigned all
      of
      the rights and obligations under the Share Sale Agreement to Mr. Ofir. Mr.
      Rosin
      is Mr. Ofir's father in-law. With respect to the 3,150,000 shares of our Common
      Stock still held by Direct Capital Investments, Ltd., (i) the holder has the
      right, from December 31, 2007 to June 30, 2008, to require Mr. Ofir to purchase
      such shares for the aggregate price of $130,000 (or $0.04127 per share); and
      (ii) Mr. Ofir has the right, from February 1, 2006 to June 30, 2008, to require
      the holder to sell such shares to him for the aggregate price of $390,000 (or
      $0.1238 per share).





NOTE
      5
      PURCHASE AND STRATEGIC RELATIONSHIP AGREEMENT





In
      January 2007, the Company entered into a Purchase and Strategic Relationship
      Agreement with Senergy, Ltd. (“Senergy”), an Israeli limited liability company
      (the “Senergy Agreement”). Pursuant to the agreement, the Company, through a new
      to be formed subsidiary, is to make investments in three installments totaling
      $500,000 in Senergy. In return for the investment, the Company receives
      promissory notes totaling $500,000 and a 60% equity interest in Senergy. The
      Promissory notes incur interest at the rate of 6% and are due 18 months after
      the date of the note. The Company made the first required installment of
      $100,000, but has yet to make the installment due by February 28, 2007, totaling
      a minimum of $200,000.


7





The
      agreement also contains a three-year option for Senergy to purchase shares
      of
      the Company’s subsidiary if certain before tax profit goals are met. The option
      allows Senergy to purchase up to 49% of the Company’s subsidiary at fixed
      exercise prices upon the attaining of the performance goals. The principles
      of
      Senergy are to be granted a three-year option to purchase up to 6,000,000 shares
      of the Company’s common stock with exercise prices ranging from $.10 to $.20 per
      share. In addition, upon the completion of the due diligence by the Company,
      the
      principles of Senergy are to be issued 500,000 of the Company’s common stock.
      The Company is in the process of renegotiating the above agreement for more
      favorable terms.





OPTION
      GRANT





The
      Company granted an additional option to one of the principles of Senergy for
      the
      purchase of up to 6,000,000 shares of the Company common stock at exercise
      prices ranging from $10 to $20 per share. The Company valued the cost of these
      options at $89,256 based upon the Black Scholes options pricing model and has
      reflected these as consulting expenses during the quarter ended March 31,
      2007.





8


**ITEM
      2. Management’s Discussion and Plan of Operation**





As
      used
      throughout this report, the terms "DCI," the "Company," "we," "us," and "our"
      refer to DCI USA, Inc. We were incorporated on June 21, 2000, under the laws
      of
      the State of Delaware, as Gavella Corp. As Gavella Corp., we engaged in two
      lines of business: owning and operating income producing real estate, and making
      investments in and providing consulting services to other businesses. On
      November 9, 2004, Direct Capital Investments, Ltd. (sometimes referred to herein
      as “Direct Capital”), purchased 31,500,000 newly-issued shares of our common
      stock (“Common Stock”) representing approximately 90% of our capital stock
      outstanding on a fully-diluted basis. Commencing November 9, 2004 the Company
      changed its focus and was engaged in lending to and investing in a real
      estate-related opportunity. On November 19, 2004, we changed our name to DCI
      USA, Inc.





On
      February 11, 2005, we filed with the Securities and Exchange Commission (the
      "SEC") an election to operate as a regulated business development company
      (“BDC”) under the Investment Company Act of 1940 (the "1940 Act"). On December
      5, 2005, Direct Capital voted by written consent to authorize the withdrawal
      of
      our election to be treated as a BDC. On February 22, 2006, we filed with the
      SEC
      a Notification of Withdrawal of Election to operate as a BDC. We had not
      achieved our goals of fully operating as a BDC and decided to cease operations
      as a BDC. We decided to become an operating company whose focus is to purchase
      or otherwise acquire real property, or other businesses, to be operated directly
      by us. In order to accomplish such change in business strategy, we will need
      significant additional financing which we may not be able to
      obtain.





In
      2006,
      we expanded our business focus to include the field of alternative energy.
      We
      have invested with or are in negotiations with several businesses and entities
      in our exploration of the opportunities presented in this field.





In
      keeping with the changing operational focus of our business, in August 2006
      we
      entered into a loan, pledge and option agreement with Gunther Wind Energy,
      Ltd.
      (“Gunther”) in Israel to invest in the upgrade of an existing wind farm at Tel
      Assaniya and in the development of a new site, Nimrod. Currently, the operator
      of the Tel Assaniya wind farm — Mei Golan Wind Energy Ltd. (through its
      operating arm Avraham Melamed and Zahal Harel) — operates a 6 MW wind farm
      consisting of 10 floda turbines of 600 KW capacity. Gunther is investing in
      a
      new company called ARI (Green Wind Energy Ltd.), which will upgrade the farm
      to
      seven wind turbines with a capacity of 2.3 MW each, to be installed once the
      building permit is obtained. Our Agreement with Gunther provides us with the
      option of converting our investment into 100% ownership of Gunther upon the
      successful negotiation of an agreement between Gunther and ARI. The ARI project
      has been awarded a Clean Development Mechanism (CDM) status recently, which
      has
      been of immense value in DCI’s projects. The CDM status provides project
      developers with the additional inputs needed to make a project financially
      viable. CDM ensures social, economical, and environmental improvement of a
      land
      use project. This upgrading will be done by a company called ARI Ltd., in which
      both Gunther and Mei Golan Wind Energy Ltd. (through its holding in Tzahal
      Ltd.)
      will hold a stake.





**PURCHASE
      AND STRATEGIC RELATIONSHIP AGREEMENT**





We
      have
      also engaged in ongoing negotiations with Senergy Ltd, an Israeli firm through
      which DCI plans to engage in solar energy projects across countries such as
      the
      United States, Israel, Spain, and Greece through various partnerships entered
      into by group company Senergy Solar Systems. In January 2007, the Company
      entered into a Purchase and Strategic Relationship Agreement with Senergy,
      Ltd.
      (“Senergy”), an Israeli limited liability company (the “Senergy Agreement”).
      Pursuant to the agreement, the Company, through a new to be formed subsidiary,
      is to make investments in three installments totaling $500,000 in Senergy.
      In
      return for the investment, the Company receives promissory notes totaling
      $500,000 and a 60% equity interest in Senergy. The Promissory notes incur
      interest at the rate of 6% and are due 18 months after the date of the note.
      The
      Company made the first required installment of $100,000. The Company has
      requested that the terms of the Senergy Agreement be renegotiatied and Synergy
      has agreed to such renegotiation. If we are able to successfully conclude our
      negotiations, DCI will be in charge of managing fund-raising activities at
      Senergy and establishing strategic partnerships for Senergy. Senergy operates
      in
      the areas of solar heating and cooling and solar-based energy
      generation.


9





**231
      Norman Avenue**





The
      Company remains involved in the renovation and conversion of buildings to
      commercial condominiums. Our development at 231 Norman Avenue, in Brooklyn,
      New
      York is the underlying asset comprising the collateral on the loan discussed
      below. The Company believes that the construction will be completed within
      the
      next several months. Approvals needed for the commercial condominium plan
      offering have been obtained and the property is currently on the market for
      sale. The Company is actively involved in managing the construction, financing,
      and sales of the 231 Norman Avenue Project.





The
      Company lent 1.37 million dollars to 231 Norman Ave, LLC (“Norman LLC”) in
      transactions more fully described in Item 6, below, in part pursuant to an
      agreement which provided the Company the option of supplanting the 100%
      membership interest holder in Norman LLC. The Company exercised this option
      as
      of November 2006 and now owns 100% interest in Norman LLC.





In
      November 2006, the Company purchased an option to acquire an additional 20%
      interest in 231 Norman Avenue Property Development, LLC (“Norman Property LLC”)
      for $100,000. The option price was required to be paid by December 31, 2006.
      The
      option, which if exercised prior to March 30, 2007, gives the Company the right
      to purchase the 20% interest in exchange for 18 million shares of the Company’s
      common stock and a promissory note in the amount of $1,400,000. The promissory
      note would bear interest at the rate of 8% and is due in November 2011. The
      payment of the option price has been extended to June 30, 2007 and the exercise
      of the option has been extended to July 31, 2007.





Norman
      Property LLC is a New York limited liability company engaged in owning,
      developing and operating income producing real property. Norman Property LLC
      owns fee simple title to the real property located at 231 Norman Avenue,
      Brooklyn, New York. In March 2005, Norman Property LLC consummated a $10 million
      refinancing and construction loan with Washington Mutual with respect to the
      property at 231 Norman Avenue and received capital contributions from investors
      of $1.75 million. The project at 231 Norman Avenue, the conversion of the
      existing building to condominiums, is anticipated to be completed by the end
      of
      the second quarter of 2007. As a result of the Company acquiring Norman LLC,
      the
      Company controls 30% of the membership interests of Norman Property LLC. As
      of
      March 31, 2007, substantially all of our assets consisted of our investment
      in
      Norman LLC, as discussed herein. We do not have any operating
      assets.





We
      intend
      to continue to make investments in real estate, and have initiated investments
      in the alternative energy field. In order to continue doing so, we will need
      additional financing which we may not be able to obtain.





**Financial
      Condition and Results of Operations**





**Comparison
      of the results of operations: quarter ended March 31, 2007 to quarter ended
      March 31, 2006** .


10





Our
      total
      income for the quarter ended March 31, 2007 was $6,252, compared with our total
      income of $44,565 for the quarter ended March 31, 2006. Income for the quarter
      ended March 31, 2007 consisted solely of interest income earned from notes
      receivable from related parties.





Our
      general and administrative expenses increased to $80,314 for the quarter ended
      March 31, 2007 from $39,701 for the quarter ended March 31, 2006. Interest
      expense rose to $63,816 for the quarter ended March 31, 2007, from 45,582 for
      the quarter ended March 31, 2006.





Professional
      fees increased from $18,725 for the quarter ended March 31, 2006 to $54,624
      for
      the quarter ended March 31, 2007.





Total
      loss from operations during the quarter ended March 31, 2006 was $59,443 and
      it
      increased to $281,849 during the quarter ended March 31, 2007.





The
      increase in lose in attributed mainly to increase in costs related to the
      activities in the clean energy industry, increased costs related to the funding
      of these activities, and decrease in interest income. The exercise of by the
      Company of its option to replace the 100% membership interest holder of 231
      Norman rendered the latter a wholly-owned subsidiary of the Company, and the
      Subsidiary is not paying interest on the note.





**Liquidity
      and Capital Resources**





Our
      cash
      as of March 31, 2007 was $2,264.We believe that we will be able to meet our
      cash
      requirements during 2007 principally through loans from our
      Chairman.





We
      will
      need additional financing to expand our business, to carry out our business
      plan
      and to reduce our debt. There is no assurance that we will be able to obtain
      additional financing in sufficient amounts or on acceptable terms when needed,
      and our inability to obtain sufficient financing will adversely
      affect


our
      operating results and prospects.





Notes
      Receivable





In
      exchange for the cancellation of $1,370,000 aggregate principal amount of note
      obligations owed to us, we have acquired an aggregate of 30% of the outstanding
      membership interests in 231 Norman Avenue Property Development, LLC ("Norman
      Property LLC"). We previously reported that Norman Property LLC had received
      the
      necessary approval to convert the commercial use building at 231 Norman Avenue,
      Brooklyn, New York, into 68 loft units to be sold as condominiums. We anticipate
      that the conversion will be completed this by the end of the second quarter
      2007
      which time Norman Property LLC will begin to close on the sale of units,
      approximately 19 of which are under contract as of the date of this
      discussion.





Norman
      Property, LLC ("231 NAPD") reports that it requires an additional $700,000
      to
      complete renovations of the real property owned by 231 NAPD at 231 Norman
      Avenue, Brooklyn, New York, and to apply for the Temporary Certificate of
      Occupation. 231 NAPD has applied for a bridge loan and the loan was approved.
      The closing of the bridge loan is expected in the second half of May 2007.
      Until
      closing the Company has agreed to loan 231 NAPD up to $200,000, bearing 10%
      interest per annum. Principal and interest will be paid at closing of the bridge
      loan. Interest receivable was booked for the first quarter 2007. As of March
      31,
      2007, the Company lent 231 NAPD $158,000 and subsequently lent another $36,000,
      for a total of $194,000.


11





As
      of
      March 31, 2007, our notes payable consisted of the following:





A
      promissory note payable to Hypothecators Mortgage Company (“Hypothecators”)
      totaling $400,000. The promissory note accrues interest at the rate of 15%
      per
      annum and was due June 15, 2006. The note was extended to October 31, 2006.
      The
      Company entered into an arrangement with Hypothecators whereby the Company
      would
      make monthly payments of $50,000 of principal and interest though October 2007.
      The Company made payments pursuant to the agreement in February and March
      2007.





In
      addition, on November 1, 2006, four parties acquired the debentures in the
      principal amount of $250,000 and $236,500 (the “Debentures”) previously held by
      Cornell Capital Partners LP. Concurrently with such acquisitions the Company
      and
      such individuals entered into a Debenture Modification Agreement wherein the
      parties modified certain terms of the Debentures. Specifically, the parties
      agreed that the Debentures will no longer be secured by a lien on any of the
      Company’s assets, that the due date of the Debentures shall be June 4, 2007, and
      that the interest rate on the Debentures shall be eight percent (8%) per annum
      until the due date, and paid at the due date, increasing to fourteen (14%)
      per
      annum until such time as the Debentures are paid in full. At March 31, 2007,
      there was $600,000 outstanding on the Debentures.





In
      addition, in October 2006, the Company initiated a convertible note offering
      whereby the Company would issue up to $1,300,000 of convertible notes. The
      notes
      incur interest at the rate of 10% per annum, payable quarterly, and are due
      November 25, 2007. The notes can be converted at anytime at the option of the
      note holder at a conversion price of $.05 per share, plus an adjustment based
      upon the profitability of Norman Property LLC (at December 31, 2006 the exercise
      price would have been $.05). The Company can force conversion of the notes
      anytime the shares are registered and the average computed market price is
      greater than 250% of the conversion price. The Company measured for a beneficial
      conversion feature on the date of issuance and on December 31, 2006 and
      determined there to be no beneficial conversion feature on those dates. Since
      the conversion price can vary over time based on the profitability of Norman
      Property LLC, the Company is required to determine whether a beneficial
      conversion feature exists for each reporting period the notes are outstanding.
      At March 31, 2007, there were $465,000 in convertible notes outstanding. The
      Company did not make the quarterly payments of December 31, 2006 and of March
      31, 2007 of interest timely, causing a default on the notes. The interest
      payments were made during January 2007 and May 2007 respectively. None of the
      note holders has notified the Company of their intention to exert any of their
      rights regarding this default.





The
      Company also has a balance payable to our Chairman, Jonathan Ilan Ofir, who
      has
      agreed to loan the Company between $300,000 and $500,000 for 15 months bearing
      interest at 6% per annum. Principal and interest will be paid at the loan
      maturity date. As of March 31, 2007 the Company had borrowed from Mr. Ofir
      an
      aggregate of $220,000.





Impact
      of
      Inflation





Inflation
      has not had a material effect on our results of operation





Forward
      Looking Statements





This
      report contains a number of forward-looking statements that reflect management's
      current views and expectations with respect to our business, strategies, future
      results and events and financial performance. All statements made in this Report
      other than statements of historical fact, including statements that address
      operating performance, events or developments that management expects or
      anticipates will or may occur in the future, including statements related to
      distributor channels, volume growth, revenues, profitability, adequacy of funds
      from operations, statements expressing general optimism about future operating
      results and non-historical information, are forward looking statements. In
      particular, the words "believe," "expect," "intend," " anticipate," "estimate,"
      "may," "will," variations of such words, and similar expressions identify
      forward-looking statements, but are not the exclusive means of identifying
      such
      statements and their absence does not mean that the statement is not
      forward-looking. These forward-looking statements are subject to certain risks
      and uncertainties, including those discussed below. Our actual results,
      performance or achievements could differ materially from historical results
      as
      well as those expressed in, anticipated or implied by these forward-looking
      statements. We do not undertake any obligation to revise these forward-looking
      statements to reflect any future events or circumstances.


12







Readers
      should not place undue reliance on these forward-looking statements, which
      are
      based on management's current expectations and projections about future events,
      are not guarantees of future performance, are subject to risks, uncertainties
      and assumptions (including those described below) and apply only
      as
      of the date of this report. Our actual results, performance or achievements
      could differ materially from the results expressed in, or implied by, these
      forward-looking statements. Factors that could cause or contribute to such
      differences include, but are not limited to, those discussed below in "Risk
      Factors" as well as those discussed elsewhere in this report, and the risks
      discussed in our press releases and other communications to shareholders issued
      by us from time to time which attempt to advise interested parties of the risks
      and factors that may affect our business. We undertake no obligation to publicly
      update or revise any forward-looking statements, whether as a result of new
      information, future events or otherwise.





Risk
      Factors





The
      reader should carefully consider each of the risks described below. If any
      of
      the following risks develop into actual events, our business, financial
      condition or results of operations could be materially adversely affected and
      the trading price of the Common Stock could decline significantly.





We
      Are No
      Longer A BDC





We
      are no
      longer a business development company and our plan of operations is not clearly
      defined. We intend to invest in real estate and in clean energy opportunities
      but whether we actually do so will depend upon opportunities that become
      available to us and the availability of adequate financing. We cannot be sure
      that attractive investment opportunities will become available to us or that
      we
      will have the funds to make such investments if they do become
      available.





Our
      Common Stock May Be Affected By Limited Trading Volume and May Fluctuate Significantly





There
      has
      been a limited public market for our Common Stock and there can be no assurance
      that an active trading market for our Common Stock will develop. As a result,
      this could adversely affect our stockholders' ability to sell our Common Stock
      in short time periods, or possibly at all. Our Common Stock has experienced,
      and
      is likely to experience in the future, significant price and volume fluctuations
      that could adversely affect the market price of our Common Stock without regard
      to our operating performance. In addition, we believe that factors such as
      quarterly fluctuations in our financial results and changes in the
      overall economy or the condition of the financial markets could cause the price
      of our Common Stock to fluctuate substantially. Substantial fluctuations in
      our
      stock price could significantly reduce the price of our stock.





Our
      Common Stock is Quoted on the Over-the-Counter Bulletin Board, Which
      May Make
      it
      More Difficult For Investors to Resell Their Shares Due to Suitability
      Requirements


13





Our
      Common Stock is currently quoted on the OTC Bulletin Board where we expect
      it to
      remain for the foreseeable future. Broker-dealers often decline to trade in
      OTCBB stocks given that the market for such securities is often limited, the
      stocks are more volatile and the risks to investors are greater. These factors
      may reduce the potential market for our Common Stock by reducing the number
      of
      potential investors. This may make it more difficult for investors to sell
      their
      shares of Common Stock to third parties or to otherwise dispose of them. This
      could cause our stock price to decline.





Delaware
      Law and Certain Provisions of Our Charter May Inhibit a Takeover of


Our
      Company That Stockholders May Consider Favorable





Provisions
      of Delaware law, such as its business combination statute, may have the effect
      of delaying, deferring or preventing a change in control of our Company. As
      a
      result, these provisions could limit the price some investors might be willing
      to pay in the future for shares of our Common Stock.





Our
      Largest Stockholder Has the Ability to Exercise Significant
      Influence


Over
      Matters Submitted for Stockholder Approval and His Interests May
      Differ


From
      Other Stockholders





Jonathan
      Ilan Ofir, our Chairman and CEO, beneficially owns 29,602,997 shares of our
      Common Stock and has the option to purchase an additional 3,150,000 shares
      from
      Direct Capital. He has beneficial ownership of approximately 56% of our
      outstanding Common Stock as of March 31, 2007. Mr.


Ofir,
      therefore, has the ability to appoint our Board of Directors. Accordingly,
      Mr.
      Ofir has significant influence in determining the outcome of any corporate
      transaction or other matter submitted to our Board for approval, including
      issuing common and preferred stock and appointing officers, which
      influence


could
      have a material impact on mergers, acquisitions, consolidations and the sale
      of
      all or substantially all of our assets, and also the power to prevent or cause
      a
      change in control. The interests of Mr. Ofir may differ from the interests
      of
      the other stockholders.





Our
      Investments May Not Generate Sufficient Income to Cover Our
      Operations





Currently,
      our assets are certain promissory notes owed to us with the aggregate fair
      value
      as of March 31, 2007 of approximately $966,000. We also have the investment
      in
      231 Norman Avenue Property


Development,
      LLC. Although we anticipate receiving net proceeds from these assets sufficient
      to satisfy our obligations, there is no assurance as to when or whether these
      proceeds will be received. Even if we receive proceeds sufficient to satisfy
      our
      obligations, upon the sale or the liquidation of Norman Property LLC we will
      have no ongoing business operations. We intend to use the net proceeds derived
      from our current holdings and such additional funds as we may raise through
      the
      issuance of debt or equity securities to acquire real estate or other
      businesses. There can be no assurance that we will be successful in our efforts
      to acquire any real estate or operating business or, if acquired, that any
      such
      business or project will prove to be profitable.





The
      Sale
      or Availability for Future Sale of Substantial Amounts of our
      Common


Stock
      could Adversely Affect our Stock Price





As
      of May
      18, 2007, we had 53,292,681 shares of Common Stock outstanding and no preferred
      shares outstanding. We are authorized to issue up to a total of 100,000,000
      shares of Common Stock and 1,000,000 shares of blank check preferred stock.
      Additional issuances, including the rights and preferences of the preferred
      shares, do not require stockholder approval. The sale or availability for sale
      of substantial amounts of our Common Stock, in the public market could adversely
      affect the market price of our Common Stock.





14


PART
      II





OTHER
      INFORMATION





Item
                2.
            UNREGISTERED
                SALES OF EQUITY SECURITIES AND USE OF
                PROCEEDS





None





Item
                3.
            CONTROLS
                AND PROCEDURES





As
      of the
      end of the period covered by this report, our management, including our
      principal executive officer and our principal financial officer, have conducted
      an evaluation of the effectiveness of our disclosure controls and procedures
      (as
      defined in Rule 13a-15 under the Securities Exchange Act of


1934).
      Based upon that evaluation, our principal executive officer and our chief
      financial officer have concluded that our disclosure controls and procedures
      are
      effective in timely alerting them of material information relating to us that
      is
      required to be disclosed by us in the reports we file or submit under
      the


Exchange
      Act. There have been no changes in our internal control over financial reporting
      that occurred during the period covered by this report that have materially
      affected, or are reasonably likely to materially affect, our internal control
      over financial reporting.





Item
                5.
            OTHER
                INFORMATION





None





15








Item
      6.  Exhibits





The
      following exhibits are filed as part of this report:





Exhibit
                No.
            
            Description
                of Exhibit31.1
            --
            Certification
                of Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities
                Exchange Act of 1934.31.2
            --
            Certification
                of Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities
                Exchange Act of 1934.32.1
            --
            Certification
                of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley
                Act of 2002 (18 U.S.C. 1350).32.2
            --
            Certification
                of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley
                Act of 2002 (18 U.S.C. 1350).





SIGNATURES





In
      accordance with the requirements of the Securities Exchange Act of 1934,
      the


Registrant
      has caused this report to be signed on its behalf by the
      undersigned,


thereunto
      duly authorized.


Dated:
              May 21, 2007
            DCI
              USA,
              INC.By:
            /s/
              Jonathan Ilan OfirJonathan
                Ilan Ofir,
              Chief
                Executive Officer


/s/
              Jonathan RigbiJonathan
                Rigbi
              Chief
                Financial Officer
              (Principal
                Financial and Accounting Officer)








16







EXHIBIT
      INDEX




Exhibit
                No.
            
            Description
                of Exhibit31.1
            --
            Certification
                of Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities
                Exchange Act of 1934.31.2
            --
            Certification
                of Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities
                Exchange Act of 1934.32.1
            --
            Certification
                of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley
                Act of 2002 (18 U.S.C. 1350).32.2
            --
            Certification
                of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley
                Act of 2002 (18 U.S.C. 1350).





17