SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                   Form 10-Q/A
                                 Amendment No. 1

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

                  For the quarterly period ended June 30, 2005

|_|   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 of other jurisdiction of        (IRS Employer Identification Number)
   incorporation or organization)


                    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 |_|

Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act. Yes |_| No |X|

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date: 38,202,160 shares of Common
Stock, $.001 per share) as of July 29, 2005.

<PAGE>

                                Table of Contents

                                     Part I

                              Financial Information

                                                                            Page
                                                                            ----
Item 1. Financial Statements

Balance Sheets as of June 30, 2005 (unaudited) and
December 31, 2004 (audited)....................................................3

Statement of Operations for the three month and six month periods
ended June 30, 2005 (unaudited) and June 30, 2004 (unaudited)..................4

Statement of Cash Flows for the six month periods ended
June 30, 2005 (unaudited) and June 30, 2004 (unaudited)........................5

Schedule of Investments as of June 30, 2005....................................6

Notes to Financial Statements..................................................7

Item 2. Management's Discussion and Analysis of Financial Condition
        and Results of Operations

General.......................................................................16

Comparison of the three months ended
June 30, 2005 and June 30, 2004...............................................16

Liquidity and capital resources...............................................17

Item 3. Quantitative and Qualitative Disclosures About Market Risk ...........18

Item 4. Controls and Procedures ..............................................18

                                     Part II

                                Other Information

Item 6. Exhibits..............................................................18

Signatures....................................................................19

<PAGE>

                                EXPLANATORY NOTE

      This Amendment No. 1 amends the Table of Contents and the Balance Sheet as
of June 30, 2005 in Item 1 of Part I to the Quarterly Report on Form 10-Q of DCI
USA , INC. for the quarter ended June 30, 2005 (the "Original Report").

      Except as described above, DCI USA, INC. has not modified or updated the
Original Report, and all other information disclosed in the original report
remains unchanged.

      Unless otherwise indicated or the context otherwise requires, all
references in this Report on Form 10-Q/A to "we", "us", "our" and the Company
are to DCI USA, Inc., a Delaware corporation. We changed our name from Gavella
Corp. on November 19, 2004.

             Cautionary Notice Regarding Forward Looking Statements

      We desire to take advantage of the "safe harbor" provisions of the Private
Securities Litigation Reform Act of 1995. This Report on Form 10-Q contains a
number of forward-looking statements that reflect management's current views and
expectations with respect to our business, strategies, products, 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 portfolio companies,
volume growth, revenues, profitability, new investments, 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 in our Amended Annual Report on
Form 10-KSB/A for the fiscal year ended December 31, 2004. 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.

      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 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 in our Amended Annual Report on Form 10-KSB/A for
the fiscal year ended December 31, 2004 as well as those discussed elsewhere in
this Report, and the risks to be discussed in our next Annual Report on Form
10-K and in the 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.


                                       2
<PAGE>

                                  DCI USA, INC.
                                 BALANCE SHEETS


<TABLE>
<CAPTION>
                                                      June 30,2005     December 31,2004
                                                      ------------     ----------------
                                                      (Unaudited)
<S>                                                   <C>                <C>

ASSETS:

Investments in affiliates ......................      $1,595,000         $1,676,253
Cash ...........................................          11,536             38,190
Prepaid expense ................................           5,615               --
Interest receivable ............................          29,592             15,235
Deferred loan costs ............................          62,798             51,548
                                                      ----------         ----------
     Total assets ..............................      $1,704,541         $1,781,226
                                                      ==========         ==========

LIABILITIES AND SHAREHOLDERS' EQUITY

LIABILITIES:

Accounts payable ...............................      $   81,138         $   15,945
Accrued interest ...............................          27,614                460
Loan payable - related party ...................          10,250             95,000
Loan payable - Hypothecators ...................         400,000            400,000
Loan payable - Ichki ...........................          50,000               --

Loan payable - E. Rubin ........................            --              200,000
Convertible debentures, net of discount
 of $89,844 and $56,302 ........................         410,157            193,698
                                                      ----------         ----------
    Total liabilities ..........................         979,159            905,103
                                                      ----------         ----------
STOCKHOLDERS' EQUITY:

Preferred stock, par value $.001,
    Authorized 1,000,000 shares
    Series A Preferred, 200,000 shares authorized
    200,000 issued and outstanding....................       200                 200

Common stock:
$0.001 par value; 100,000,000 shares authorized;
38,203,160 and 35,000,000 shares issued and
outstanding respectively .........................        38,203             35,000
Additional paid-in capital .......................     1,924,360          1,709,907
Retained Deficit .................................    (1,237,381)          (868,984)
                                                     -----------        -----------
     Total stockholder's equity ..................       725,382            876,123
                                                     -----------        -----------
     TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY ..   $ 1,704,541        $ 1,781,226
                                                     ===========        ===========

     Net asset value per common share ............   $      0.02        $      0.03
                                                     ===========        ===========
</TABLE>

    The accompanying notes are an integral part of these financial statements


                                       3
<PAGE>
                                  DCI USA, INC.
                            STATEMENTS OF OPERATIONS
                                   (Unaudited)
<TABLE>
<CAPTION>
                                        THREE MONTHS ENDED            SIX MONTHS ENDED
                                              June 30,                     June 30,
                                          2005          2004        2005          2004
                                       ----------    ---------    ----------    ---------
<S>                                    <C>           <C>          <C>           <C>
Operating income:

Revenue .............................   $   9,500    $ 254,102    $   9,500    $ 500,987
Interest income .....................      43,436        3,460       88,436        6,587
                                       ----------    ---------    ----------    ---------

     Total income ...................      52,936      257,562       97,936      507,574
                                       ----------    ---------    ----------    ---------

Expenses:

General and administrative
expenses ............................      85,219      248,514      155,730      508,395
Director expense ....................        --           --         60,156         --
Interest expense ....................      42,670       58,408       80,111      116,301
Professional fees ...................      49,163         --        120,083         --
Net(gain)/loss on investment.. 38,923     (11,157)      50,253      (11,157)
                                       ----------    ---------    ----------    ---------
     Total expenses .................     215,975      295,765      466,333      613,539
                                       ----------    ---------    ----------    ---------

Net loss ..................$ ........    (163,039)   $ (38,203)   $(368,397)   $(105,965)
                                       ==========    =========    ==========    =========
Basic and diluted
loss per share ............                $(0)        $(0)        $(.01)        $(.02)
                                       ==========    =========    ==========    =========
Weighted average number of
Common Shares outstanding..            38,203,125    6,016,393    36,936,119    6,016,393
                                       ==========    =========    ==========    =========
</TABLE>

                   The accompanying notes are an integral
                     part of these financial statements

                                       4
<PAGE>

                                  DCI USA, INC.
                            STATEMENTS OF CASH FLOWS
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                                       SIX MONTHS ENDED
                                                                                            June 30,
                                                                                  2005                2004
                                                                                ---------            ---------
<S>                                                                             <C>                  <C>
CASH FLOWS FROM OPERATING ACTIVITIES
   Net loss .........................................................           $(368,397)           $(105,965)
   Adjustments to reconcile net loss to net
   cash from operating activities:
     Amortization of loan costs .....................................              18,750                 --
     Stock issuance for services ....................................              60,156                7,500
     (Gain)/Loss on investments .....................................              50,253              (11,157)
     Amortization of loan discounts .................................              23,959                 --
     Depreciation and amortization ..................................                --                 77,437
     Bad debt provision .............................................                --                  2,350
   Changes in operating assets and liabilities:
        Accounts receivable .........................................                --                 (3,099)
        Prepaid expenses ............................................              (5,615)              23,100
        Interest receivable .........................................             (14,357)               6,783
        Cash held in escrow .........................................                --                 (3,740)
        Accounts payable and accrued expenses .......................              92,347                2,630
        Other liabilities ...........................................                --                (18,447)
                                                                                ---------            ---------
NET CASH FLOWS FROM OPERATING ACTIVITIES ............................            (142,904)             (22,608)
CASH FLOWS FROM INVESTING ACTIVITIES                                            ---------            ---------
CASH FLOWS FROM FINANCING ACTIVITIES
    Proceeds from sale of investments ...............................              30,000               11,157
    Purchase of property and equipment ..............................                --                (49,984)
    Loans to third parties ..........................................               1,000               (7,603)

NET CASH FLOWS FROM INVESTING ACTIVITIES ............................              31,000              (46,430)
CASH FLOWS FROM FINANCING ACTIVITIES                                            ---------            ---------

  Proceeds from Convertible debentures ..............................             250,000                 --
  Proceeds from loan ................................................             150,000                 --
  Payment of loan to related party ..................................             (84,750)                --
  Payment of loan ...................................................            (200,000)                --
  Issuance of common stock, net .....................................                --                 67,000
  Deferred loan costs ...............................................             (30,000)                --
NET CASH FLOWS FROM FINANCING ACTIVITIES ............................              85,250               37,067
                                                                                ---------            ---------
Decrease in cash and cash equivalents ...............................             (26,654)             (31,971)
Cash, beginning .....................................................              38,190              265,850
                                                                                ---------            ---------
Cash, ending ........................................................           $  11,536            $ 233,879
                                                                                =========            =========
Supplemental disclosure of cash flow information:

Cash paid for interest ..............................................           $  28,540            $ 116,301
                                                                                =========            =========
Cash paid for income taxes ..........................................           $     455            $    --
                                                                                =========            =========
Noncash Financing Activities:

Repayment of loan through reissuance of shares ......................           $ 100,000                 --
                                                                                =========            =========
</TABLE>
                   The accompanying notes are an integral part
                          of these financial statements

                                       5
<PAGE>

                                  DCI USA, INC.
                             SCHEDULE OF INVESTMENTS
                                  JUNE 30, 2005
                                   (Unaudited)


                          Description
Company                   of Business            Investment        Fair Value
-------                   -----------            ----------        ----------

Equity Investments:
-------------------
N/A                          N/A                 $   --            $   --

Loans:
------

231 Norman Ave., LLC      Real Estate              600,000           600,000
                          12% Due 6/15/06
231 Norman Ave., LLC      Real Estate              770,000           770,000
                          12% Due 6/15/06
Apros & Chay              Private Merchant Bank    155,000           155,000
                          10% Due 12/13/05
Bartram Holdings, Inc.    Real Estate
                          8% Due 7/15/15             70,000           70,000
                                                 ----------        ----------

Total Investments                                $1,595,000        $1,595,000
                                                 ==========        ==========

                   The accompanying notes are an integral part
                          of these financial statements


                                       6
<PAGE>

                              DCI USA, INC.
                     NOTES TO FINANCIAL STATEMENTS
                              (unaudited)
NOTE 1
BASIS OF PRESENTATION

The accompanying condensed financial statements are unaudited and in the opinion
of management contain all the adjustments (consisting of those of a normal
recurring nature) considered necessary to present fairly the condensed balance
sheet and the condensed consolidated results of operations and cash flows for
the periods presented in conformity with accounting principles generally
accepted in the United States applicable to interim periods. The results of
operations for the quarterly period ended June 30, 2005 are not necessarily
indicative of results that may be expected for any other interim periods or for
the full year. This report should be read in conjunction with the Company's
financial statements included in its Amended Annual Report on Form 10-KSB/A for
the fiscal year ended December 31, 2004 filed with the Securities and Exchange
Commission. The accounting policies used in preparing these unaudited condensed
consolidated financial statements are consistent with those described in the
December 31, 2004 financial statements.

Certain information and footnote disclosures normally contained in financial
statements prepared in accordance with generally accepted accounting principles
have been omitted, pursuant to such rules and regulations.

Condensed Interim Financial Statements -- The accompanying unaudited condensed
financial statements are comprised of the accounts of the Company. The Company
has no subsidiaries. Prior year comparative financial statements reflect the
Company's operations before it elected to operate as a Business Development
Company. These financial statements are condensed and, therefore, do not include
all disclosures normally required by accounting principles generally accepted in
the United States of America. In the opinion of management, all adjustments
necessary for a fair presentation have been included in the accompanying
condensed consolidated financial statements and consist of only normal recurring
adjustments.


NOTE 2
NATURE OF OPERATIONS

DCI USA, Inc., formerly known as Gavella Corp. ("Gavella"), was incorporated on
June 21, 2000 in the State of Delaware. Until November 9, 2004, Gavella was
engaged in owning and operating income producing real estate and investing in
and providing consulting services to small, established companies with defined
growth plans. On November 9, 2004, Gavella executed a Subscription Agreement
with Direct Capital Investments, Ltd. ("Direct Capital") pursuant to which,
among other things, Direct Capital purchased 31,500,000 post-reverse split
shares of common stock (the "Purchased Shares") of the Company. The Purchased
Shares represented 90% of the then outstanding common stock of the Company on a
fully-diluted basis. Direct Capital is an Israeli company which is traded on the
Tel Aviv Stock Exchange. Commencing November 9, 2004, the Company changed its
focus and has engaged in lending to and investing in real estate related and
other opportunities. On November 19, 2004, the Company changed its name to DCI
USA, Inc. from Gavella Corp.

                                       7
<PAGE>

On February 14, 2005, the Company filed with the Securities and Exchange
Commission (the "SEC") an election to operate as a regulated business
development company under the Investment Company Act of 1940 (the "1940 Act").
As a business development company, the Company will be able to provide investors
with the opportunity to participate, with a modest amount of venture capital, in
investments that are generally not available to the public. In addition, the
Company will provide portfolio companies business development services.


                                  DCI USA, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                   (unaudited)

NOTE 3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES


USE OF ESTIMATES

The preparation of financial statements in conformity with principles generally
accepted in the United States of America requires management to make estimates
and assumptions that affect the amounts reported in the financial statements and
accompanying notes. Actual results could differ from those estimates.

REVENUE RECOGNITION

Revenues earned by the Company prior to the divestiture of 80% of Bartrum (see
Note 5)include rental income and fees earned from tenants for late charges,
laundry income and revenue from other housing related services. Subsequent to
the divestiture, revenues have been derived primarily from the lending of funds
and consist primarily of investment income.

CASH AND CASH EQUIVALENTS

For purposes of reporting cash flows, the Company considers all highly liquid
investments purchased with an original maturity of three months or less to be
cash equivalents. At June 30, 2005 and December 31, 2004 the Company had no cash
balances in excess of federally insured limits.


NOTES RECEIVABLE

The allowance for loan losses on notes receivable is determined primarily on the
basis of management's best estimate of probable losses, including specific
allowance for troubled accounts. All accounts or portions thereof deemed to be
uncollectible or to require excessive collection costs are written off to the
allowance for loan losses. The allowance for loan losses at June 30, 2005 and
December 31, 2004 was $-0-.

DEFERRED LOAN COSTS

Deferred loan costs, consisting primarily of debt issue costs, are amortized
using the straight-line method over the term of the related debt. Amortization
of these costs are reflected as loan costs in the statement of operations and
totaled $18,750 for the six months ended June 30, 2005.

                                       8
<PAGE>

STOCK-BASED COMPENSATION

      In December 2002, the FASB issued SFAS No. 148, "Accounting for
Stock-Based Compensation Transition and Disclosure, an Amendment of FASB
Statement No. 123". SFAS No. 148 amends SFAS No. 123 to provide alternative
methods of transition for an entity that voluntarily changes to the fair value
based method of accounting for stock-based employee compensation. In addition,
SFAS No. 148 amends the disclosure requirements of SFAS No. 123 to require
prominent disclosures in both annual and interim financial statements about the
method of accounting for stock-based employee compensation and the effect of the
method used on reported results.


  Effective January 1, 2003, the Company adopted the fair value recognition
provisions of FASB Statement No. 123, "Accounting for Stock-Based Compensation".
Under the modified prospective method of adoption, selected by the Company under
the provisions of FASB Statement No. 148, "Accounting for Stock-Based
Compensation-Transition and Disclosure", compensation cost recognized in 2003 is
the same as that which would have been recognized had the recognition provisions
of Statement 123 been applied from its original effective date. There were no
options granted or expense incurred related to stock options during the three
months ended June 30, 2005.

INCOME TAXES

The Company accounts for income taxes in accordance with Statement of Financial
Accounting Standards (SFAS) No. 109, "Accounting for Income Taxes." Under the
liability method prescribed by SFAS No. 109, a deferred tax asset or liability
is determined based on differences between the financial statement and tax basis
of assets and liabilities as measured by the enacted tax rates that will be in
effect when these differences reverse. Tax credits are recorded as a reduction
in income taxes. Valuation allowances are provided if, it is more likely than
not, that some or all of the deferred tax assets will not be realized.

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 no potentially dilutive
common shares outstanding on June 30, 2005.

FAIR VALUE

The Company's financial instruments consist primarily of cash, notes receivable,
investments, accounts payable, accrued expenses and debt. The carrying amounts
of the Company's financial instruments, excluding debt, approximate fair value
due to the short maturity of these instruments. The Company's debt approximates
fair value based on borrowing rates currently available to the Company.


                                       9
<PAGE>

TREATMENT OF HOLDINGS IN BARTRAM

On November 9, 2004, the Company transferred 80 percent of its interest in
Bartram Holdings, Inc. ("Bartram") to one shareholder. As a result, the
Company's ownership in Bartram was reduced to 20%. The Company had previously
accounted for this investment using the cost method of accounting; but, as a
business development company ("BDC") regulated under the 1940 Act, the Company
accounted for its 20% ownership in Bartram as a portfolio company investment. As
of June 30, 2005, the Company sold its 20% ownership in Bartram back to Bartram
in consideration for being issued by Bartram a $70,000 principal amount
promissory note and the forgiveness by Bartram of the Company's obligation to
pay Bartram $30,000 upon receipt of such amount from Direct Capital. (Reference
is made to Note 5 for further information.)

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

In May 2003, the FASB issued SFAS No. 150, "Accounting for Certain Financial
Instruments with Characteristics of Both Liabilities and Equity". This statement
establishes standards for how to classify and measure certain financial
instruments with characteristics of both liabilities and equity. It requires
that a financial instrument within its scope be classified as a liability (or an
asset in some circumstances). This statement is effective for financial
instruments entered into or modified after May 31, 2003, and otherwise is
effective July 1, 2003. The Company's adoption of SFAS No. 150 did not have a
material impact on the Company.


Effective January 1, 2003, the Company adopted FASB Interpretation ("FIN") No.
45, "Guarantor's Accounting and Disclosure Requirements for Guarantees,
Including Indirect Guarantees of Indebtedness to Others," which expands
previously issued accounting guidance and disclosure requirements for certain
guarantees. Under the provisions of FIN No. 45, companies are required to
recognize an initial liability for the fair value of an obligation assumed by
issuing a guarantee. The provision for initial recognition and measurement of
the liability has been applied on a prospective basis to all guarantees issued
or modified after December 31, 2002. The adoption of FIN 45 did not have a
significant impact on the Company's consolidated financial statements.

In January 2003, the FASB issued FIN No. 46, "Consolidation of Variable Interest
Entities," which amended Accounting Research Bulletin No. 51, "Consolidated
Financial Statements," and established standards for determining the
circumstances under which a variable interest entity ("VIE") should be
consolidated with its primary beneficiary. FIN No. 46 also requires disclosure
about VIEs that the Company is not required to consolidate but in which it has a
significant variable interest. The consolidation requirements of FIN No. 46
apply immediately to VIEs created after January 31, 2003. The consolidation
requirements apply to older entities in the first fiscal year or interim period
beginning after December 31, 2003. The Company has reviewed FIN No. 46 to
determine its impact on future periods, and does not expect any material
accounting or disclosure requirements under this interpretation.


On December 18, 2003 the SEC issued Staff Accounting Bulletin No. 104, Revenue
Recognition ("SAB 104"), which supersedes SAB 101, Revenue Recognition in
Financial Statements. SAB 104's primary purpose is to rescind accounting
guidance contained in SAB 101 related to multiple element revenue arrangements,
which was superseded as a result of the issuance of EITF 00-21, Accounting for
Revenue Arrangements with Multiple Deliverables. The adoption of SAB 104 did not
have a material impact the Company's financial position or results of
operations.



                                       10
<PAGE>

In December 2004, the FASB issued SFAS No. 123 (revised 2004), Share-Based
Payment, which is an amendment to SFAS No. 123, Accounting for Stock-Based
Compensation and supersedes APB Opinion No. 25, Accounting for Stock Issued to
Employees. This new standard eliminates the ability to account for share-based
compensation transactions using Accounting Principles Board (APB) No. 25,
Accounting for Stock Issued to Employees (APB 25) and requires such transactions
to be accounted for using a fair-valued-based method, with the resulting cost
recognized in the Company's financial statements. This new standard is effective
for annual periods beginning after June 15, 2005. The Company has not awarded or
granted any share-based compensation to date and, therefore, the adoption of
this standard is not expected to have any effect on the Company's financial
position or results of operations until such time as share-based compensation is
granted.

In December 2004, the FASB issued SFAS No. 153, Exchange of Non-monetary Assets.
SFAS No. 153 amends APB Opinion No. 29, Accounting for Non-monetary
Transactions, to eliminate the exception for non-monetary exchanges of similar
productive assets. The Company will be required to apply this statement to
non-monetary exchanges after December 31, 2005. The adoption of this standard is
not expected to have a material effect on the Company's financial position or
results of operations.


                                  DCI USA, Inc.
                          Notes to Financial Statements
                                   (Unaudited)
                                     NOTE 4
INVESTMENT IN NOTES RECEIVABLE TO AFFILIATES

The Company holds a promissory note made by 231 Norman Avenue, LLC ("Norman
LLC"), an entity controlled by the former Chairman and CEO of the Company, in
the principal amount of $770,000. The $770,000 Note was originally made by
Norman LLC to Direct Capital and was assigned by Direct Capital to the Company
to satisfy $770,000 of the $900,000 purchase price which Direct Capital owed to
the Company as of November 9, 2004 for 31,500,000 (post reverse split) shares of
the Company's newly-issued common stock. The $770,000 Note, which was due and
payable on June 15, 2005 and extended to June 15, 2006, provides for quarterly
payments of interest only at an annual interest rate of 12%.

On November 30, 2004, the Company lent $600,000 to Norman LLC. Interest on the
$600,000 loan accrues at the rate of 12% per annum, and is payable every three
months on the 25th day of the month. The outstanding principal and all accrued
interest thereon is due and payable on June 15, 2006. The Company has the right
to extend the maturity date of the $600,000 loan to Norman LLC to June 15, 2007.

                                       11
<PAGE>

The obligations of Norman LLC to the Company are secured by, among other
collateral, a pledge of the membership interests owned by Norman LLC in 231
Norman Avenue Property Development, LLC ("Norman Property LLC"), which
represented 30% of the outstanding ownership interests in Norman Property LLC as
of March 7, 2005. In connection with the $600,000 loan and the $770,000 Note,
the Company was issued options to purchase from Norman LLC its membership
interests in Norman Property LLC. These options give the Company the right to
purchase up to a total of 30% of the outstanding membership interests in Norman
Property LLC for consideration equal to the aggregate outstanding amounts due
and payable under the $600,000 loan and the $770,000 loan. One of these options
allows the Company to purchase 12.5% of the Norman Property, LLC membership
interests and may be exercised by the Company upon a default of the $600,000
loan obligation or at any time prior to payment in full of the $600,000 loan.
The exercise price of such option is the outstanding amount then due and payable
under the $600,000 loan. The other of these options allows the Company to
purchase 17.5% of the Norman Property LLC membership interests and may be
exercised by the Company upon a default of the $770,000 Note or at any time
prior to the payment in full of the $770,000 Note. The exercise price of such
option is the outstanding amount then due and payable under the $770,000 Note.

Norman Property LLC is a New York limited liability company which owns fee
simple title to the real property located at 231 Norman Avenue, Brooklyn, New
York. Norman Property LLC is in the business of owning and operating income
producing real estate in the New York/New Jersey area.

On December 13, 2004, the Company entered into a Loan Agreement with Apros and
Chay MB Ltd., an Israeli private merchant banking company ("Apros and Chay")
which is affiliated with Adam Ofek, who was then our President, Chief Financial
Officer and a director. Pursuant to the terms of such Loan Agreement, the
Company lent Apros and Chay $96,000. Interest at the rate of 10% accrues on the
sum of (a) $96,000, (b) 60% of either (i)the discount the Company is required to
pay to Cornell Capital Partners, L.P. ("Cornell") if the Company converts the 8%
Secured Convertible Debenture issued by the Company to Cornell as of December 6,
2004 or (ii) the premium the Company is required to pay to Cornell if the
Company redeems such 8% Secured Convertible Debenture, and (c) any closing costs
associated with such conversion or redemption. The principal of and interest on
the loan to Apros and Chay are due and payable on December 13, 2005, but Apros
and Chay has the right to prepay at any time.

As security for this loan, Apros and Chay hypothecated all of its outstanding
share capital to the Company, agreed not to issue any shares or convertible
securities and granted the Company a second lien on Apros and Chay's 48,500,000
shares of Technoprises Ltd. common stock. If the Company defaults on any of the
Company's obligations to Cornell and, as a result, any of the shares of
Technoprises Ltd. are not returned to Apros and Chay, the Company must reimburse
Apros and Chay for the value of said shares. At the discretion of Apros and
Chay, the value of said Technoprises shares may be paid by the Company in cash
or by issuing shares of the Company's common stock, which shall be valued at the
daily volume weighted average selling price for the 5 days prior to issuance.

In connection with the Apros and Chay loan, the Company received a warrant to
purchase 960,000 shares of Apros and Chay at a purchase price of $0.10 per
share. The warrants are exercisable until December 13, 2005, but the Company has
the right to extend the exercise period for an additional 6 months. The value of
these warrants has been deemed to be immaterial.

On April 6, 2005, the Company informed Apros and Chay that the Company's loan to
Apros and Chay was in default. The default occurred as a result of the change in
management of Apros and Chay. Technoprises Ltd. is currently in receivership.
The Company believes that the shares of Technoprises Ltd. on which the Company
holds a second lien have value to the extent that Technoprises Ltd. is a
publicly-held "shell" company which could be a candidate for a reverse merger
transaction.

                                       12
<PAGE>

As of December 31, 2004, the Company entered into a Modification Agreement with
Apros and Chay and Direct Capital regarding the aggregate sum of $60,000 which
was lent by Direct Capital to Apros and Chay. Pursuant to the Modification
Agreement, Direct Capital assigned to the Company the right to receive such
$60,000 from Apros and Chay. Interest accrues on such $60,000 at the annual rate
of 10%. Unless there is an event of default, principal and accrued interest is
due and payable by Apros and Chay to the Company on December 13, 2005. Apros and
Chay has the right to prepay the amount owed to the Company at any time. The
$60,000 obligation of Apros and Chay is secured by a pledge of all its
outstanding share capital to the Company, and a second lien in the shares of
Technoprises Ltd. held by Apros and Chay. In consideration of the Company's
becoming the creditor with respect to the $60,000, Apros and Chay agreed to
release the Company from its obligation to lend Apros and Chay 60% of the net
proceeds from the Company's issuance of the $250,000 principal amount 8% Secured
Convertible Debenture to Cornell and issued to the Company warrants to purchase
an aggregate of 1,560,000 shares of Apros and Chay common stock at a purchase
price of $0.10 per share. The warrants are exercisable until December 31, 2005,
but the Company has the right to extend the exercise period for an additional 6
months. The value of the warrants has been deemed to be immaterial.



                                  DCI USA, Inc.
                          Notes to Financial Statements
                                   (Unaudited)


NOTE 5
INVESTMENTS

On November 9, 2004, Direct Capital purchased 31,500,000 post-reverse split
shares of common stock of the Company. As part of the transaction, 80 percent of
Bartram Holdings, Inc. ("Bartram") was transferred to one shareholder of the
Company and the Company retained a 20% equity interest in Bartram. The primary
asset of Bartram is an 80% indirect interest in the Spring Village Apartment
Complex. As of June 30, 2005, the Company sold its 20% ownership in Bartram back
to Bartram (the "Bartram Repurchase") in consideration for a $70,000 principal
amount promissory note made by Bartram and the forgiveness by Bartram of the
Company's obligation to pay Bartram $30,000 upon receipt of such amount from
Direct Capital. (Direct Capital had owed the Company such $30,000 as part of the
$130,000 cash portion of the $900,000 purchase price payable by Direct Capital
in connection with the November 9, 2004 transaction in which Direct Capital
purchased shares of the Company's common stock. During the second quarter of
2005, such $30,000 which Direct Capital owed to the Company was offset against a
Note payable from the Company to Direct Capital which, as of March 31, 2005, had
a balance of $50,250.)

As a result of the Bartram Repurchase, the Company no longer holds an ownership
interest in Bartram and no longer has a right to nominate a board member to
Bartram. In connection with the Bartram Repurchase, Bartram issued to the
Company options to purchase shares of Bartram common stock as follows: 3,000,000
shares at the exercise price of $.05 per share, such option expiring June 30,
2008; 1,000,000 shares at the exercise price of $.075 per share, such option
expiring June 30, 2009; and 1,000,000 shares at the exercise price of $.10 per
share, such option expiring June 30, 2010. Also in connection with the Bartram
Repurchase, the Company issued to Bartram an option, expiring June 30, 2007, to
purchase 300,000 shares of the Company's common stock at the exercise price per
share equal to the per share asset value of the Company at the time of exercise
but not less than $0.50 per share. Currently the Company attributes no value to
the aforementioned options to purchase shares of Bartram.

                                       13
<PAGE>

The $70,000 principal amount promissory note issued by Bartram to the Company in
connection with the Bartram Repurchase provides for simple interest accruing at
8% per year and a maturity date of July 5, 2015 on which date all principal and
accrued interest are payable. The first interest payment on the $70,000 note is
due on July 5, 2007, covering interest for the two years then ended, and no
payments are permitted to be made under the $70,000 note prior to July 5, 2007.
After July 5, 2007, interest is payable quarterly until the maturity date. Any
payments due under the $70,000 note may be paid by Bartram by transferring to
the Company shares of the Company's common stock held by Bartram. For this
purpose, each share of the Company's common stock is to have a fixed value of
$0.225 per share.



NOTE 6
NOTES PAYABLE
<TABLE>
<CAPTION>
Loans and Notes payable consist of the following:
                                                         June 30,    December 31,
                                                           2005          2004
                                                         ----------     ---------
<S>                                                        <C>          <C>
Note payable to Direct Capital Investments Ltd.
interest accrues at 8% per annum,
due on demand                                              $ 10,250     $ 95,000

Note Payable to Hypothecators, interest accrues
at 15% per annum payable on the first of
each month, due June 15, 2006                               400,000      400,000

Note Payable to Elliott Rubin, interest accrues
at 12% per annum, and $2,000 is payable on the
28th day of each month                                         --        200,000

Loan payable - NY2K - Interest accrues at 8% and
is payable quarterly commencing June 7, 2005, due
on March 7, 2006                                                  0         --
                                                                        --------

Convertible Debentures Issued to Cornell, net of
discount of $89,844 and $56,302
respectively; $250,000 due December 6, 2006
and $250,000 dueMarch 1, 2007                               410,157      193,698
                                                           --------     --------


                                                           $820,407     $888,698
                                                           --------     --------
</TABLE>

                                       14
<PAGE>

The due date of the Company's $400,000 Note payable to Hypothecators was
extended from June 15, 2005 to June 15, 2006.

The $100,000 Note which was issued by the Company to NY2K, Inc. as of March 7,
2005 was assigned by NY2K, Inc. to TSSS, Inc. Such Note was cancelled as of June
8, 2005 in consideration for the Company's issuance of 2,000,000 shares of its
Common Stock to TSSS, Inc., which issuance was made pursuant to the exemption
from registration provided by Regulation E under the Securities Act of 1933, as
amended.


Effective June 28, 2005, the Company borrowed $50,000 from an individual payable
on June 28, 2006, together with interest from the date of the loan at the rate
of five percent per annum.




                                  DCI USA, Inc.
                          Notes to Financial Statements
                                   (Unaudited)

NOTE 7
INCOME TAXES

The Company's provision for income taxes for the six months ended June 30, 2005
consisted of the following:



         U.S. Statutory Rate 15%
         State income taxes   9%
         Valuation allowance 24%
                             ---
                              0%

Deferred income taxes (benefit) reflect the tax effects of temporary differences
between the carrying amounts of assets and liabilities for financial reporting
purposes and the amounts used for income tax purposes, and the tax effects of
net operating losses that are available to offset future taxable income.

Based on the Company's history of recurring losses, there is uncertainty as to
the realization of the net operating loss carryforwards. Accordingly, a
valuation allowance has been provided for those deferred tax assets which
management believes it is more likely than not that the tax benefit will not be
realized. At June 30, 2005, the Company has approximately $ 725,000 of net
operating loss carryforwards to offset future taxable income for both federal
and state income tax purposes, expiring in various years through 2025 for
federal purposes and 2010 for state purposes.

NOTE 8
COMMITMENTS AND CONTINGENCIES

Effective July 1, 2005, the Company entered into a 2-year lease to occupy space
in Great Neck, New York at a rent of $2,000 per month.

                                       15
<PAGE>


The Company has entered into oral compensation agreements with three executives
terminable immediately upon notice. Pursuant to such agreements each of two of
the executives are entitled to receive $5,000 per month and the third executive
is entitled to receive $2,000 per month.

The Company has established a strategic consulting agreement with PEM Ltd., a
consulting firm. The compensation payable to the Company and PEM pursuant to
such arrangement will be agreed upon by the parties in good faith at such time
as they commence a project.

NOTE 9
SUBSEQUENT EVENT

As of June 30, 2005, $15,300 in interest was due on the $770,000 note payable to
the Company from Norman LLC and $12,000 in interest was due on the $600,000 note
payable to the Company from Norman LLC. Both amounts were paid to the Company as
of July 11, 2005.




Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations

General

            On November 9, 2004, Direct Capital purchased 31,500,000 (post 1:2
reverse split) shares of our common stock, which represented 90% of our issued
share capital on a fully diluted basis.
            On February 14, 2005, we elected to become a business development
company (BDC), regulated pursuant to Section 54 of the Investment Company Act of
1940. Our core focus will be to invest in growth businesses as specified under
the guidelines of Section 55(a) of the Investment Company Act of 1940. We will
make available significant managerial assistance to our portfolio companies in
the areas of strategic planning and corporate development, investor awareness,
corporate finance and M&A.

Comparison of three months ended June 30, 2005 to three months ended June 30,
2004

         A comparison of the results of operations for the second quarter of
2005 against the results for the second quarter of 2004 will have limited
significance because of the change in control and change in the business of the
Company as of November 2004.

         The Company did not make any investments or loans during the quarter
ended June 30, 2005.

         The Company incurred a loss of approximately $163,000 during the
quarter ended June 30, 2005. During the quarter ended June 30, 2005, the Company
had revenue of $9,500, entirely from consulting fees, in addition to interest
income of $43,436. During such quarter, the Company incurred auditing and legal
expenses of approximately $49,000, interest expense of approximately $42,000, of
which $14,374 was the amortization of debt discount and $18,750 was amortization
of loan costs, and net loss on investment of $38,923, which was the decrease in
value of the Bartram investment.

                                       16
<PAGE>

         In the second quarter of 2004, the Company had a loss of $38,203 all of
which related to its operations before it elected to be treated as a Business
Development Company.

Comparison of six months ended June 30, 2005 to six months ended June 30, 2004

         A comparison of the results of operations for the first half of 2005
against the first half of 2004 will have limited significance because of the
change in control and change in business of the Company as of November 2004.

         During the first half of 2005, the Company completed its second
convertible note financing with Cornell Capital which resulted in net proceeds
to the Company of $220,000. Of such proceeds, $100,000 was used to pay down a
loan payable to NY2K and the remainder was used for working capital.

         The Company did not make any investments or loans during the first half
of 2005.

         The Company incurred a loss of $368,397 during the six months ended
June 30, 2005. During such period the Company had revenues of $9,500 from
consulting fees and interest income of $88,436. In the first six months of 2005
the Company incurred expenses of $466,333 comprised largely of professional fees
of $120,083, interest expense of $80,111, fees to consultants and directors of
$61,500 and $60,156, respectively, and general and administrative expenses of
$94,230. In addition, the Company incurred a loss on investments of $50,253
during the first six months of 2005.

         The loss of $368,397 incurred during the first six months of 2005, when
the Company began to operate as a business development company, exceeded by
approximately $263,000 the loss of $105,965 incurred during the first six months
of 2004.

Liquidity and capital resources

We need additional financing to expand our business, to carry out our business
plan and to reduce 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.

We have a secured note payable in the principal amount of $400,000 to
Hypothecators due on June 15, 2006.

We intend to commence shortly an offering of up to $4,900,000 of our shares
pursuant to Regulation E of the Securities Act of 1933, as amended. There is no
assurance that we will be successful at raising any funding. We currently have
no revenues and no operations, and accordingly have no source of funding for our
operations. We have not identified any potential sources of debt or equity
financing and there can be no assurance that we will be able to obtain
additional financing if and when needed or that, if available, financing will be
on acceptable terms.

                                       17
<PAGE>

Item 3.  Quantitative and Qualitative Disclosures About Market Risk

            Market risk is the risk of loss arising from adverse changes in
market rates and prices. At this time, we do not believe that this risk will
affect our business in any material respect.

Item 4.  Controls and Procedures

         As of the end of the period covered by this report, our management,
including our chief executive officer and our chief 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 chief 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.

                                     PART II

                                OTHER INFORMATION



Item 6. Exhibits

The following exhibits are filed as part of this report:



Exhibit No.           Description of Exhibit

10.1            --        Promissory Note, dated as of July 5, 2005, from
                          Bartram Holdings, Inc. to the Company in
                          the amount of $70,000.

31.1            --        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).


                                       18
<PAGE>


                                   SIGNATURES

In accordance with the requirements of the Exchange Act, the issuer caused this
report to be signed on its behalf by the undersigned, thereunto duly authorized.

Dated:  August 26, 2005


                                        DCI USA, INC.

                                        By:  /s/  Michael Gibbs
                                             -----------------------------------
                                              Michael Gibbs,
                                              Chief Financial Officer




                                             /s/ Michael Gibbs
                                             -----------------------------------
Gibbs
-----------------------------------
                                              Michael Gibbs,
                                              Chief Financial Officer
                                             (Principal Financial and Accounting
                                              Officer)


                                       19
<PAGE>


                                  EXHIBIT INDEX


Exhibit No.               Description of Exhibit

10.1            --        Promissory Note, dated as of July 5, 2005, from
                          Bartram Holdings, Inc. to the Company in the amount of
                          $70,000.

31.1            --        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).