SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    Form 10-Q

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

For the quarterly period ended March 31, 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                (IRS Employer Identification Number)
 of incorporation or organization)


                  19 West 44th Street, New York, New York 10023
                    (Address of principal executive offices)

                            (212) 302-1201 (Issuer's
                     telephone number, including area code)

                  20 West 64th Street, New York, New York 10023
                     (Former address of principal executive
                                    offices)

                             (718) 383-5255 (Former
                           telephone number of Issuer)

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: 36,202,160 shares of Common
Stock, $.001 per share) as of May 20, 2005.


<PAGE>

                                Table of Contents

                                     Part I

                              Financial Information

Item 1. Financial Statements                                                Page

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

Statement of Operations for the three month periods
ended March 31, 2005 (unaudited) and March 31, 2004 (unaudited)................4

Statement of Cash Flows for the three month periods ended
March 31, 2005 (unaudited) and March 31, 2004 (unaudited)......................5

Schedule of Investments as of March 31, 2005...................................6

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

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

General.......................................................................20

Comparison of the three months ended
March 31, 2005 and March 31, 2004.............................................21

Liquidity and capital resources...............................................21

Item 3. Quantitative and Qualitative Disclosures About Market Risk ...........22

Item 4. Controls and Procedures ..............................................22

                                     Part II

                                Other Information

Item 1. Legal Proceedings ....................................................23

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds...........23

Item 3. Defaults Upon Senior Securities.......................................23

Item 4. Submission of Matters to a Vote of Security Holders...................23

Item 5. Other Information ....................................................23

Item 6. Exhibits..............................................................23

Signatures....................................................................24


<PAGE>

                                EXPLANATORY NOTE

      Unless otherwise indicated or the context otherwise requires, all
references in this Report on Form 10-Q 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 latest Annual Report on Form
10-KSB. 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 latest Annual Report on Form 10-KSB as well
as those discussed elsewhere in this Report, and the risks to be discussed in
our next Annual Report on Form 10-KSB 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>
                                                           March 31,2005  December 31, 2004
                                                           -------------  -----------------
                                                            (Unaudited)
<S>                                                        <C>            <C>
ASSETS:

Investments in affiliates ...............................   $ 1,663,923    $ 1,676,253
Cash and cash equivalents ...............................        18,972         38,190
Interest receivable - related party .....................        53,235         15,235
Deferred loan costs .....................................        73,423         51,548
                                                            -----------    -----------
     Total assets .......................................   $ 1,809,553    $ 1,781,226
                                                            ===========    ===========

LIABILITIES AND SHAREHOLDERS' EQUITY

LIABILITIES:

Accounts payable ........................................   $    65,782    $    15,945
Accrued interest ........................................         9,319            460
Loan payable - related party ............................        50,250         95,000
Loan payable - Hypothecators ............................       400,000        400,000
Loan payable - E. Rubin .................................            --        200,000
Loan payable - NY2K .....................................       100,000             --

Convertible debentures, net of discount
 of $104,219 and $56,302 ................................       395,781        193,698
                                                            -----------    -----------
    Total liabilities ...................................     1,021,132        905,103


STOCKHOLDERS' EQUITY:

Preferred stock, $0.001 par value; 1,000,000
   shares authorized; none issued and outstanding .......            --             --
Series A Preferred Stock, $0.001 par value 200,000 shares
    authorized, 200,000 issued and outstanding ..........           200            200


Common stock:
$0.001 par value; 100,000,000 shares authorized;
36,203,160 and 35,000,000 shares issued and
outstanding respectively ................................        36,203         35,000
Additional paid-in capital ..............................     1,826,360      1,709,907
Accumulated deficit .....................................    (1,074,342)      (868,984)
                                                            -----------    -----------
     Total stockholder's equity .........................       788,421        876,123
                                                            -----------    -----------
     TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY .........   $ 1,809,553    $ 1,781,226
                                                            ===========    ===========
     Net asset value per common share ...................   $      0.02    $      0.07
                                                            ===========    ===========


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

</TABLE>


                                             3
<PAGE>

<TABLE>
<CAPTION>
                                   DCI USA, INC.
                              STATEMENTS OF OPERATIONS
                                    (Unaudited)

                                                           THREE MONTHS ENDED
                                                                MARCH 31,

                                                           2005           2004
                                                       ------------    ------------
<S>                                                    <C>             <C>
Operating income:

Revenue ............................................   $         --    $    246,885
Interest income ....................................         45,000           3,127
                                                       ------------    ------------
     Total income ..................................         45,000         250,012
                                                       ------------    ------------

General and administrative expenses ................         35,511         259,881
Director and consultant expense ....................         60,156              --
Interest expense ...................................         37,441          57,893
Professional fees ..................................         70,920              --
Net loss on investment .............................         11,330              --
Consulting fee .....................................         35,000              --
                                                       ------------    ------------
     Total expenses ................................        250,358         317,774
                                                       ------------    ------------
Net loss ...........................................   $   (205,358)        (67,762)
                                                       ------------    ------------

Basic and diluted loss per share...................$          (0.01)   $      (0.01)
                                                       ============    ============
Weighted average number of
 common shares outstanding .........................     32,361,146       6,000,000
                                                       ============    ============
</TABLE>

     The accompanying notes are an integral part of these financial statements


                                         4
<PAGE>

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

                                                      THREE MONTHS ENDED
                                                           MARCH 31,
                                                      2005          2004
                                                    ---------    ---------

CASH FLOWS FROM OPERATING ACTIVITIES
   Net loss .....................................   $(205,358)   $ (67,762)
   Adjustments to reconcile net loss to net
   cash from operating activities:
     Amortization of loan costs .................       8,125           --
     Issuance of common stock ...................      60,156           --
     Amortization of loan discounts .............       9,583           --
     Depreciation and amortization ..............          --       38,719
     Bad debt provision .........................          --        1,350
     Changes in operating assets and liabilities:
        Accounts receivable .....................          --        2,415
        Prepaid expenses ........................          --      (17,794)
        Interest receivable .....................     (38,000)       6,158
        Cash held in escrow .....................          --       25,249
        Accounts payable and accrued expenses ...      58,696       (6,298)
        Other liabilities .......................          --       12,539
                                                    ---------    ---------
NET CASH FLOWS FROM OPERATING ACTIVITIES ........    (106,798)      (5,424)
                                                    ---------    ---------
CASH FLOWS FROM INVESTING ACTIVITIES

    Loss on Bartram Holdings, Inc. investment ...      11,330           --
    Purchase of property and equipment ..........          --       (8,124)
    Loans to third parties ......................       1,000          791
                                                    ---------    ---------

NET CASH FLOWS FROM INVESTING ACTIVITIES ........      12,330       (7,333)
                                                    ---------    ---------
CASH FLOWS FROM FINANCING ACTIVITIES
  Proceeds from Convertible debentures ..........     250,000           --
  Proceeds from loan ............................     100,000           --
  Repayment of mortgage notes payable ...........          --      (14,876)
  Payment of loan to related party ..............     (44,750)
  Payment of loan ...............................    (200,000)
  Deferred loan costs ...........................     (30,000)
                                                    ---------    ---------
NET CASH FLOWS FROM FINANCING ACTIVITIES ........      75,250      (14,876)
                                                    ---------    ---------
Net decrease in cash and cash equivalents .......     (19,218)     (27,633)
Cash and cash equivalents, beginning of period ..      38,190      265,850
                                                    ---------    ---------
Cash and cash equivalents, end of period ........   $  18,972    $ 238,217
                                                    =========    =========
Supplemental disclosure of cash flow information:

Cash paid for interest ..........................   $  18,540    $  57,893
                                                    =========    =========
Cash paid for income taxes ......................   $     455    $      --
                                                    =========    =========

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


                                       5
<PAGE>

                                  DCI USA, INC.
                             SCHEDULE OF INVESTMENTS
                                 MARCH 31, 2005
                                   (Unaudited)


                          Description
Company                   of Business            Investment         Fair Value

Equity Investments:

Bartram Holdings          Real Estate             $150,253           $138,923
                          20% ownership

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 6/15/05
Apros & Chay              Private Merchant Bank    155,000           155,000
                                                   --------          -------
                          10% Due 12/13/05
Total Investment                                $1,675,253        $1,663,923
                                                ==========        ==========


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


                                       6
<PAGE>

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

NOTE 1
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. ("DCI") pursuant to which, among other
things, DCI purchased 31,500,000 post-reverse split shares of common stock (the
"Purchased Shares") of the Company. The Purchased Shares represented 90% of the
issued common shares of the Company on a fully-diluted basis. DCI 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 it's name to DCI USA, Inc. from Gavella Colrp.

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.

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 March 31, 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 the Annual Report on Form 10-KSB 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 DCI USA, Inc., ("DCI USA"
or the "Company"). DCI USA has no subsidiaries. Prior year comparative financial
statements are those of Gevella, the predecessor corporation. 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. The
results of operations presented in the accompanying condensed financial
statements are not necessarily indicative of the results that may be expected
for the full year ending December 31, 2005 and such financial statements should
be read in conjunction with the Company's other filings made with the Securities
and Exchange Commission.

                                       7
<PAGE>

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


NOTE 2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

On November 9, 2004, the Company spun off 80 percent of its interest in Bartram
Holdings, Inc. ("Bartram")(see also note 9). As a result, the Company's
ownership in the underlying operations was reduced to 20%. The Company had
previously accounted for this investment using on a consolidated basis but now
as a business development corporation ("BDC") reporting under the Investment
Company Act of 1940, the Company will account for it's 20% position in Bartram
as a portfolio company investment.

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
include rental income and fees earned from tenants for late charges, laundry
income and other housing related services. Subsequent to the divestiture,
revenues have been derived primarily from the lending of funds and consists
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 March 31, 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 March 31, 2005 and
December 31,, 2004 was $-0-.

DEFERRED FINANCING COSTS

Deferred financing 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 $8,125 for the three months ended March 31, 2005.

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.


                                       8
<PAGE>

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

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 March 31, 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 March 31, 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.

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.


                                       9
<PAGE>

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


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.

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.


                                       10
<PAGE>

                                  DCI USA, Inc.
                          Notes to Financial Statements
                                   (Unaudited)
                                     NOTE 3

INVESTMENT IN NOTES RECEIVABLE TO AFFILIATES

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 was affiliated with Adam Ofek, the Company's former President, Chief
Financial Officer and a director. Pursuant to the terms of the Loan Agreement,
the Company lent Apros and Chay $96,000. Interest at the rate of 10% shall
accrue on the sum of (a) $96,000, (b) 60% of either the discount the Company is
required to pay to Cornell Capital if Cornell converts the Debenture (note 6) or
the premium the Company is required to pay to Cornell if the Company redeems the
Debenture and (c) any closing costs associated with such conversion or
redemption. Principal and interest 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 its outstanding share
capital to the Company, agreed not to issue any shares or convertible securities
and granted the Company a second pledge in its shares in Technoprises Ltd. 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 shares shall be paid in cash
or by issuing shares of our common stock, which shall be valued as of the daily
volume weighted average selling price for the 5 days prior to issuance.

In connection with this loan, the Company also received a warrant to purchase
960,000 shares of Apros and Chay at a purchase price of $0.10 per share, which
provides the Company with the right to extend such time for an additional 6
months. The value of these warrants has been deemed to be immaterial.

As of March 17, 2005, the Company sold to TSSS LLC up to $10,000 of the Apros
and Chay loan and the right to purchase shares of Apros and Chay at the price of
$0.10 per share, pro ratably relative to the amount of debt purchased. Said
buyer has the right until September 17, 2005 to purchase the debt in lots of
$1,000 by giving the Company 24-hour written notice. As of May 20, 2005, TSSS
had purchased $1,000 of such debt from the Company.

On April 6, 2005, Apros and Chay was informed that their loan to the Company was
in default. The default occurred as a result of the change in management of
Apros and Chay. The Company and Apros and Chay are negotiating different terms
and conditions for this loan and management of the Company is confident that
such new terms will ultimately be agreed upon and that the underlying collateral
has more than sufficient value to cover the loan and accrued interest.

On November 30, 2004, the Company lent $600,000 to 231 Norman Avenue, LLC., an
entity controlled by the former chairman and CEO of the Company. 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, with the first interest payment due on
February 25, 2005 which was paid. 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 until June 15, 2007. The
obligations of 231 Norman Avenue, LLC to us are secured by, among other
collateral, a pledge of the membership interest owned by 231 Norman Avenue, LLC
in 231 Norman Avenue Property Development, LLC. In addition, the Company was
assigned an option to purchase a 25% membership interest in 231 Norman Avenue
Property Development, LLC upon a default of the $600,000 loan or at any time
prior to payment in full of the $600,000 loan. The exercise price of the option
is the outstanding amount then due and payable under the $600,000 loan.


                                       11
<PAGE>

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


NOTE 4
INVESTMENTS

On November 9, 2004, the Company executed a Subscription Agreement with Direct
Capital Investments, Ltd. ("DCI") pursuant to which, among other things, DCI
purchased 31,500,000 post-reverse split shares of common stock (the "Purchased
Shares") of the Company. As part of the transaction, 80 percent of Bartram, was
spun off to shareholders and the company retained a 20% equity interest in the
formerly consolidated Bartram Holdings, Inc. The primary asset of Bartram is an
80% indirect interest in the Spring Village Apartment Complex. For three years
from the closing, Mr. Santoro has agreed to vote all his shares in Bartram to
elect nominees of the Company to Bartram's board of directors proportionate to
the Company's ownership of Bartram's outstanding stock.


NOTE 5
NOTES PAYABLE

Loans and Notes payable consist of the following:
                                                    March 31,   December 31,
                                                      2005          2004
                                                    ---------    ---------

Note payable to Direct Capital Investments Ltd.
interest accrues at 8% per annum,
due on demand                                       $  50,250    $  95,000

Note Payable to Hypothecators, interest accrues
at 15% per annum payable on the first of
each month, due June 15, 2005                         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                                      100,000           --

Convertible Debentures, net of discount of $104,219
and $56,302 respectively; $250,000 due December 6,
2006 and $250,000 due March 1, 2007 (see Note 6)      395,781      193,698
                                                    ---------    ---------
                                                    $ 946,031    $ 888,698


                                       12
<PAGE>

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


NOTE 6
CORNELL CAPITAL PARTNERS DEBENTURES

On December 6, 2004, the Company entered into a Securities Purchase Agreement
whereby the Company issued a $250,000 principal amount convertible debenture to
Cornell Capital Partners, L.P. In consideration for issuing the $250,000
principal amount convertible debenture, Cornell Capital Partners paid us net
proceeds of $180,000 in cash. The outstanding $250,000 principal amount
convertible debenture bears interest at 8%, matures two years from the date of
issuance, and is convertible into our common stock, at the holder's option, at
the lower of: (a) $.074 or (b ) 77% of the lowest daily volume weighted average
price for the five days immediately prior to conversion. The Company has the
right to redeem a portion or all of the outstanding debenture at a price equal
to $0.072. To secure prompt and complete payment and performance of all the
obligations under the Securities Purchase Agreement and all related agreements,
the Company granted Cornell Capital Partners, L.P. a security interest in all
our assets. In addition, Apros and Chay, Ltd. pledged to Cornell Capital
Partners all of its shares (a total of 48,500,000 shares) in Technoprises Ltd.,
an Israeli company. The Company has recorded a cost for the beneficial
conversion feature granted to Cornell totaling $57,500. The beneficial
conversion feature is reflected as a discount on the debentures and will be
amortized as additional interest expense over the two year term of the
debenture.

The Company agreed to issue a second $250,000 principal amount convertible
debenture to Cornell Capital Partners, L.P. within 5 business days of filing a
registration statement with the Securities and Exchange Commission. As of
February 7, 2005, Cornell Capital Partners, L.P. agreed to terminate the
Company's obligation to register the shares issuable to Cornell Capital Partners
provided that the Company register with the SEC as a business development
company pursuant to the 1940 Act prior to March 7, 2005. In accordance with the
terms of said agreement, after such election and the approval of our
shareholders, the Company can issue to Cornell Capital Partners upon conversion
of the debenture shares of common stock pursuant to the exemption from
registration provided by Regulation E. This is conditional on the Company being
in a position to issue said shares prior to April 7, 2005.


On March 1, 2005, the Company received from Cornell net proceeds of $220,000 in
consideration of our issuance of an 8% Secured Convertible Debenture in the
original principal amount of $250,000. The debenture has a term of two years,
accrues interest at 8% and is convertible into common stock at a price per share
equal to the lesser of (a) $0.36 per share, or (b) 77% of the lowest daily
volume weighted average price for the five days immediately prior to conversion.
The Company has the right to redeem a portion or all of the outstanding
debenture at a price equal to $0.35 per share. The Company has recorded a
cost for the beneficial conversion feature granted to Cornell totaling $57,500.
The beneficial conversion feature is reflected as a discount on the debentures
and will be amortized as additional interest expense over the term of the
debenture.


                                       13
<PAGE>

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

NOTE 7
INCOME TAXES

The Company's provision for income taxes for the three months ended March 31,
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 March 31, 2005, the Company has approximately $ 580,000 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
STOCKHOLDERS' EQUITY

During the year ended December 31, 2004 the Company executed a Subscription
Agreement with DCI pursuant to which, among other things, DCI purchased
31,500,000 post-reverse split shares of common stock (the "Purchased Shares") of
the Company. The Purchased Shares represent 90% of the issued share capital of
the Company on a fully-diluted basis on the date of the agreement. DCI is an
Israeli company which is traded on the Tel Aviv Stock Exchange. The purchase
price paid to the Company for the Purchased Shares was $900,000, consisting of
(i) an assignment to the Company of a promissory note made by 231 Norman Avenue,
LLC, a New York limited liability company (the "LLC") to DCI in the principal
amount of $770,000 (the "Note") and (ii) cash in the amount of $130,000; $50,000
of which was paid on November 9, 2004, $50,000 on November 30th and the
remaining $30,000 will be paid on or before May 30, 2005. The $770,000 Note,
which is due and payable on June 15, 2005, provides for quarterly payments of
interest only to DCI at an annual interest rate of 12%. The Note is secured by a
pledge which encumbers the 35% membership interest (the "Membership Interest")
owned by the LLC in 231 Norman Avenue Property Development, LLC, a New York
limited liability company which owns fee simple title to the real property
located at 231 Norman Avenue, Brooklyn, New York. 231 Norman Avenue Property
Development is in the business of owning and operating income producing real
estate in the New York/New Jersey area.


                                       14
<PAGE>

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

On February 10, 2005, the Company issued an aggregate of 7,175,000 shares of
common stock to several officers and former officers of the Company. In May 2005
6,050,000 of these shares were cancelled. In addition, on February 10, 2005 the
Company agreed to issue 125,000 shares of common stock to each director on a
pro-rata quarterly basis over a two year period and issued the initial 15,625
shares to each of the five directors.

PREFERRED STOCK

On December 6, 2004, upon execution of the Standby Equity Distribution Agreement
with Cornell Capital Partners, the Company issued 200,000 shares of Series A
Preferred Stock to Cornell Capital as a commitment fee. Holders of the Series A
Preferred Stock are entitled to receive an annual 5% dividend payable
semi-annually. The 5% dividend may be paid in either cash or shares of our
common stock in the discretion of our Board of Directors. In the event of a
dissolution and liquidation of the Company's business, the Series A Preferred
Stock ranks senior to the Company's common stock and to all other classes of
equity securities that may be outstanding which by their terms do not rank
senior to the Series A Preferred Stock, and the Series A Preferred Stock is
subordinate and ranks junior to all debt. The Company has the right to redeem
the Series A Preferred Stock at a price of $1 per share plus an annual premium
of 5%. The Series A Preferred Stock is convertible into shares of our common
stock at conversion ration equal to the lesser of: (a) $1, or (b) $1 and all
accrued but unpaid dividends divided by the average closing bid price of our
common stock as quoted by Bloomberg L.P. for 20 trading days immediately
preceding the conversion notice date. The proceeds will be used to fund
operations and make investments in other businesses. There were no underwriters
or broker-dealers involved in the issuance of such shares and therefore no
underwriting discounts or commissions were paid. The shares were offered and
issued pursuant to an exemption from registration under Section 4(2) of the
Securities Act of 1933, as amended.


NOTE 9
RELATED PARTY TRANSACTIONS

Simultaneously with his purchase of the shares by DCI, Harry J. Santoro directly
or indirectly contributed a 49% limited partnership interest in SVG Properties,
L.P. to Bartram in exchange for 12,000,000 post-reverse split shares of Bartram
common stock. At the closing on November 9, 2004, there were 15,000,000 shares
of common stock outstanding in Bartram on a fully-diluted basis; the Company
owns 3,000,000 shares of common stock, representing 20% of the outstanding stock
of Bartram on a fully-diluted basis and Harry J. Santoro owns 12,000,000 shares
of common stock, representing 80% of the outstanding stock of Bartram. Bartram
owns 100% of Spring Village Holdings, Inc. ("SVH"), which owns 80% of SVG
Properties, L.P. ("SVG"). SVG owns the Spring Village Apartment Complex.


                                       15
<PAGE>

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

On November 9, 2004, Direct Capital Investments, Ltd. purchased 31,500,000
shares of our common stock, which currently represents 75.6% of our issued share
capital. The Company owes Direct Capital $95,000, which is payable on demand.

On November 29, 2004, the Company executed with 231 Norman Avenue Property
Development, LLC an Assignment of Obligations under Promissory Note and
Indemnification Agreement, pursuant to which the Company assumed a payment
obligation of 231 Norman Avenue Property Development, LLC to Hypothecators
Mortgage Company in the original principal amount of $400,000. In consideration,
the Company received from 231 Norman Avenue Property Development, LLC $400,000
cash. The principal amount of $400,000 is due and payable on June 15, 2005.
Interest on such amount accrues at the rate of 15% per annum, and is payable on
the first day of each month until maturity.

On November 29, 2004, the Company executed with 231 Norman Avenue Property
Development, LLC an Assignment of Obligations under Promissory Note and
Indemnification Agreement, pursuant to which the Company assumed the payment
obligation of 231 Norman Avenue Property Development, LLC to Elliot Rubin in the
original principal amount of $200,000. In consideration, the Company received
from Norman Avenue Property Development, LLC $200,000 cash. The principal amount
of $200,000 is due and payable on October 28, 2005. Interest on such amount
accrues at the rate of 12% per annum, and $2,000 is payable on the 28th day of
each month until maturity. On March 7, 2005, the Company satisfied in full its
obligation to Elliot Rubin using proceeds from a $100,000 loan from NY2K, Inc.,
a New York business service company, and $100,000 which was received from
Cornell Capital pursuant to our previous agreement with Cornell. The loan from
NY2K, Inc. is payable March 7, 2006. Interest accrues on said amount at the
simple interest rate of 8%, and is payable every quarter commencing June 7,
2005.

In connection with the above assignments, 231 Norman Avenue Property
Development, LLC agreed that it would not do anything to increase the
indebtedness and would indemnify us from any damages that arise as a result of
any increase in the indebtedness which was not a result of any default under the
assignment agreement. The Company agreed to indemnify 231 Norman Avenue Property
Development, LLC that the Company will not do anything to increase the
indebtedness under the loan documents.

Also on November 29, 2004, Hypothecators Mortgage Company and Elliot Rubin
entered into separate Modification and Consent Agreements with us, 231 Norman
Avenue Property Development, LLC, 231 Norman Avenue, LLC and the other members
of 231 Norman Avenue Property Development, LLC to conform the respective loan
documents (with each of Hypothecators Mortgage Company and Elliot Rubin) to the
above assignments and to consent to the assignments.


                                       16
<PAGE>

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

On November 30, 2004, the Company lent the aggregate sum of $600,000 which the
Company received from 231 Norman Avenue Property Development, LLC to 231 Norman
Avenue, 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, with the first
interest payment due on February 25, 2005. Such interest payment was made
timely. 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
until June 15, 2007. The obligations of 231 Norman Avenue, LLC to us are secured
by, among other collateral, a pledge of the membership interest owned by 231
Norman Avenue, LLC in 231 Norman Avenue Property Development, LLC. In addition,
the Company was assigned an option to purchase a 25% membership interest in 231
Norman Avenue Property Development, LLC upon a default of the $600,000 loan or
at any time prior to payment in full of the $600,000 loan. The exercise price of
the option is the outstanding amount then due and payable under the $600,000
loan.

On December 16, 2004, the Company entered into a Loan Agreement with Apros and
Chay MB Ltd., an Israeli private merchant banking company which is affiliated
with Adam Ofek, who was then our President, Chief Financial Officer and a
director. Pursuant to the terms of the Loan Agreement, the Company lent Apros
and Chay $96,000. On December 31, 2004, the Company entered into a Modification
Agreement with Apros and Chay and Direct Capital Investments, Ltd. regarding the
aggregate sum of $60,000 which was lent by Direct Capital Investments, Ltd. to
Apros and Chay. Pursuant to the Modification Agreement, Direct Capital
Investments, Ltd. assigned to us the right to receive from Apros and Chay the
$60,000. Interest shall accrue on said amount 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 us on December 13, 2005. Apros and Chay has the right to
prepay the amount owed to us at any time. The obligation of Apros and Chay is
secured by a pledge of all its outstanding share capital to us, and a second
pledge in the shares of Technoprises Ltd. held by Apros and Chay. In
consideration of us lending Apros and Chay $60,000, Apros and Chay agreed to
release us from our obligation to lend them 60% of the net proceeds of the
$250,000 which the Company was to receive from Cornell Capital Partners, L.P. In
connection with the $60,000 loan, the Company received warrants to purchase an
aggregate of 1,560,000 shares of Apros and Chay at a purchase price of $0.10 per
share. The Company has this right until December 31, 2005, but the Company has
the right to extend such time for an additional 6 months. The value of the
warrants has been deemed to be immaterial. On March 7, 2005, 231 Norman Avenue
Property Development, LLC increased its equity to approximately $3,500,000 by
bringing in an additional equity member and closed on a $10 million loan with
Washington Mutual Bank. The loan was done to satisfy all prior loans affecting
title to the real estate located at 231 Norman Avenue, Brooklyn, New York and to
begin renovations at the property to construct commercial lofts and retail
space. As a result of this transaction, the equity interest of 231 Norman
Avenue, LLC in 231 Norman Avenue Property Development, LLC decreased from 60% to
30% and 231 Norman is now solely owned by David Yerushalmi. On March 7, 2005 the
Company consented to permit 231 Norman Avenue, LLC to arrange for Hypothecators
Mortgage Company to cancel its Option and Pledge Agreement with respect to the
$400,000 loan originally made by Hypothecators to 231 Norman Avenue Property
Development, LLC. This transaction was done to remove any cloud of title on the
underlying property owned by 231 Norman Avenue Property Development, LLC in
order to facilitate the Washington Mutual Loan; the transaction affects neither
our debt of $400,000 to Hypothecators, the $600,000 note payable to us from 231
Norman Avenue , LLC nor the $770,000 principal amount promissory note made by
231 Norman Avenue, LLC. The Company believes that the transaction resulted in an
increase in the intrinsic value of the property.

As of March 17, 2005, the Company prospectively sold to TSSS LLC ("TSSS")up to
$10,000 of the Apros and Chay loan and the right to purchase shares of Apros and
Chay at the price of $0.10 per share, pro ratably relative to the amount of debt
purchased. TSSS has the right until September 17, 2005 to purchase the debt in
lots of $1,000 by giving the Company 24-hour written notice. As of May 20, 2005,
TSSS had purchased $1,000 of such debt.

On April 6, 2005, Apros and Chay was informed that their loan due to the Company
was in automatic default as a result of a change in management of Apros and
Chay.


                                       17
<PAGE>

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

As of March 31, 2005, the Company entered into a Forbearance and Modification
Agreement with 231 Norman Avenue, whereby the Company agreed to forego the
interest payment and default payments due to the Company under the $770,000 note
and the $600,000 note payable to us from 231 Norman Avenue. Said notes were
modified to provide that 231 Norman Avenue would make quarterly payments to the
Company of interest only commencing March 31, 2005 in arrears. On April 14,
2005, a quarterly interest payment of $6,115 was made to the Company,
representing accrued interest with respect to the $770,000 note. On April 14,
2005, 231 Norman made its first quarterly interest payment to the Company of
$6,000, representing accrued interest with respect to the $600,000 note.

Note 10
Standby Equity Distribution Agreement

On December 6, 2004, the Company entered into a Standby Equity Distribution
Agreement with Cornell Capital Partners, L.P. Pursuant to the Standby Equity
Distribution Agreement, the Company may, at its discretion, periodically sell to
Cornell Capital Partners, L.P. shares of common stock for a total purchase price
of up to $5,000,000. For each share of common stock purchased under the Standby
Equity Distribution Agreement, Cornell Capital Partners, L.P. will pay 97% of
the lowest volume weighted average price of the common stock during the five
consecutive trading days immediately following the notice date. In addition, the
Company will pay Cornell Capital Partners, L.P. a cash fee equal to 5% of each
advance.

Upon execution of the Standby Equity Distribution Agreement, the Company issued
200,000 shares of Series A Preferred Stock to Cornell Capital Partners, L.P. as
a commitment fee. In addition, the Company engaged Newbridge Securities
Corporation, a registered broker-dealer, to advise us in connection with the
Standby Equity Distribution Agreement. For its services, the Company agreed to
issue Newbridge Securities Corporation shares of common stock equal to $10,000
divided by $0.06, or 166,667 shares.


                                       18
<PAGE>

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

Note 11
Assignment of Hypothecators and Rubin note

On November 29, 2004, the Company executed with 231 Norman Avenue Property
Development, LLC an Assignment of Obligations under Promissory Note and
Indemnification Agreement, pursuant to which the Company assumed a payment
obligation of 231 Norman Avenue Property Development, LLC to Hypothecators
Mortgage Company in the original principal amount of $400,000. In consideration,
the Company received from 231 Norman Avenue Property Development, LLC $400,000
cash. The principal amount of $400,000 is due and payable on June 15, 2005.
Interest on such amount accrues at the rate of 15% per annum, and is payable on
the first day of each month until maturity.

On November 29, 2004, the Company executed with 231 Norman Avenue Property
Development, LLC an Assignment of Obligations under Promissory Note and
Indemnification Agreement, pursuant to which the Company assumed the payment
obligation of 231 Norman Avenue Property Development, LLC to Elliot Rubin in the
original principal amount of $200,000. In consideration, the Company received
from 231 Norman Avenue Property Development, LLC $200,000 cash. The principal
amount of $200,000 is due and payable on October 28, 2005. Interest on such
amount accrues at the rate of 12% per annum, and $2,000 is payable on the 28th
day of each month until maturity. This note was repaid on March 7, 2005 (note
12).

NOTE 12
NY2K NOTE

On March 7, 2005, the Company satisfied in full its obligation to Elliot Rubin
using proceeds from a $100,000 loan from NY2K, Inc., a New York business service
company, and $100,000 which was received from Cornell Capital pursuant to our
previous agreement with Cornell. The loan from NY2K, Inc. is payable March 7,
2006. Interest accrues on said amount at the simple interest rate of 8%, and is
payable every quarter commencing June 7, 2005.

NOTE 13
SUBSEQUENT EVENT

On April 21, 2005, the Company filed with the Securities and Exchange Commission
(the "SEC") a Notification on Form 1-E in connection with an offering of its
common stock pursuant to Rule 606 promulgated under the Securities Act of 1933,
as amended. In such offering, the Company offered for sale up to 2,000,000
shares of its common stock at a price of $0.05 per share, and the aggregate
offering amount shall not exceed $100,000. As of May 20 the Company has not sold
any shares related to the offering.


                                       19
<PAGE>

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

General

      We were incorporated on June 21, 2000, under the laws of the State of
Delaware as Gavella Corp. As Gavella Corp., we had been 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., 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. Direct
Capital Investments, Ltd. is an Israeli company which is traded on the Tel Aviv
Stock Exchange. The purchase price for such shares was $900,000, consisting of:
(1) an assignment to us of a promissory note made by 231 Norman Avenue, LLC, a
New York limited liability company, to Direct Capital Investments, Ltd. in the
principal amount of $770,000; and (2) cash in the amount of $130,000. $100,000
of the cash portion of the purchase price has been paid and the remaining
balance of $30,000 is due on or before May 30, 2005. Commencing November 9,
2004, we change our focus and became 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 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.

      Our assets currently consist of: (1) a 20% ownership interest in Bartram
Holdings, Inc., a Delaware corporation that operates an apartment complex in New
Jersey; (2) a $770,000 principal amount promissory note issued by 231 Norman
Avenue, LLC, a New York limited liability company; (3) an option to purchase a
30% membership interest in 231 Norman Avenue Property Development, LLC, a New
York limited liability company, from 231 Norman Avenue, LLC; (4) a $600,000
principal amount promissory note issued by 231 Norman Avenue, LLC; and (5) a
$156,000 principal amount promissory note issued by Apros and Chay MB Ltd. and
warrants to purchase shares in Apros and Chay. 231 Norman Avenue Property
Development, LLC is in the business of owning and operating income producing
real estate in New York and New Jersey, and is the title owner to the property
located at 231 Norman Avenue, Brooklyn, New York.


                                       20
<PAGE>

Comparison of three months ended March 31, 2005 to three months ended March 31,
2004

      A comparison of the results of operations for the first quarter of 2005
against the results for the first 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.

      During the quarter ended March 31, 2005, the Company completed its second
convertible note financing with Cornell Capital which resulted in net proceeds
to the Company of $220,000. $100,000 of such proceeds 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 quarter ended March 31, 2005.

      The Company incurred a loss of $205,358 during the quarter ended March 31,
2005. During the quarter ended March 31, 2005, the Company had no revenue except
interest income and incurred auditing and legal expenses of $70,920, interest
expense of $37,441, of which $9,583 was the amortization of debt discount and
$19,854 was amortization of loan costs, and net loss on investment of $11,330,
which was the decrease in value of the Bartram investment.

      In the first quarter of 2004, the Company had a loss of $67,762 all of
which related to Bartram. 80% of the equity in Bartram was spun off to
shareholders on November 9, 2004.


Liquidity and capital resources

At March 31 , 2005 we had $18,972 in working capital. However, 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, which could
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, 2005. We are in negotiations with the holder of
the note to roll over the amount into another loan but cannot assure you that
such negotiations will be successful. If we are not successful in such
negotiations, we will be in default on such note.


                                       21
<PAGE>

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.


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.


                                       22
<PAGE>

                                     PART II

                                OTHER INFORMATION

Item 1. Legal Proceedings

        Not applicable.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

In our Current Report on Form 8-K, filed with the Commission on May 6, 2005, we
reported that we and four of the holders of shares of our common stock, which
shares we had issued to such holders in February 2005 and were being held in
escrow, agreed to cancel such shares. The number of shares which we listed in
such 8-K as being canceled as of May 3, 2005 totaled 6,050,000. We did not pay
any consideration for the cancellation of such shares.

Item 3. Defaults Upon Senior Securities

Not applicable.

Item 4. Submission of Matters to a Vote of Security Holders

Not applicable.

Item 5. Other Information

Not applicable.


Item 6. Exhibits

The following exhibits are filed as part of this report:

Exhibit
No.         Description of Exhibit

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).


                                       23
<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:  May 17, 2005


                                              DCI USA, INC.

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




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


                                       24
<PAGE>

                                  EXHIBIT INDEX


Exhibit
No.         Description of Exhibit

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).



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