SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                   Form 10-QSB

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

                  For the quarterly period ended March 31, 2006

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

       For the transition period from _______________ to ________________

                        Commission file number 000-31143

                                  DCI USA, INC.
           (Exact name of small business as specified in its charter)

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


                    8 Bond Street, Great Neck, New York 11021
                    (Address of principal executive offices)

                                 (718) 383-5255
                (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 a shell company (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: Approximately 36,125,035 shares
of Common Stock, $.001 per share, as of May 10, 2006.

Transitional Small Business Disclosure Format (check one): Yes __ No _X_

<PAGE>




                                  DCI USA, INC.

                                      INDEX

<TABLE>
<CAPTION>
                                                                                                   Page No.
                                                                                                   --------

                  PART I.  FINANCIAL INFORMATION

<S>                                                                                                <C>
Item 1.           Financial Statements........................................................       2

                  Balance Sheets as of March 31, 2006 (unaudited) and
                  December 31, 2005 (audited).................................................       2

                  Statements of Operations for the three
                  month periods ended March 31, 2006 (unaudited) and March 31, 2005
                  (unaudited).................................................................       3

                  Statements of Cash Flows for the three
                  month periods ended March 31, 2006 (unaudited) and March 31, 2005
                  (unaudited).................................................................       4

                  Notes to Financial Statements...............................................       5

Item 2.           Management's Discussion and Analysis of Financial Condition
                  and Results of Operations...................................................       8

Item 3.           Controls and Procedures.....................................................      12

                  PART II. OTHER INFORMATION

Item 2.           Unregistered Sales of Equity Securities.....................................      13

Item 4.           Submission of Matters to a Vote of Security Holders.........................      13

Item 5.           Other Information...........................................................      13

Item 6.  Exhibits and Reports on Form 8-K.....................................................      14

SIGNATURES....................................................................................      15
</TABLE>


<PAGE>


                          PART I. FINANCIAL INFORMATION
                                  DCI USA, INC.
                                 BALANCE SHEETS
<TABLE>
<CAPTION>

ASSETS
                                                                           March 31, 2006     December 31, 2005
                                                                             (Unaudited)
<S>                                                                           <C>                <C>
Current Assets:
Cash                                                                          $     2,970        $     5,877

Prepaid expense                                                                     8,998             12,502

Interest receivable - related party                                                 6,725              5,857

Notes receivable- related party                                                 1,370,000          1,370,000

Deferred loan costs                                                                30,923             41,548
                                                                              -----------        -----------


                        Total current assets                                    1,419,616          1,435,784


Noncurrent notes receivable, net of discount                                      204,397            201,750
                                                                              -----------        -----------

                        Total assets                                          $ 1,624,013        $ 1,637,534
                                                                              ===========        ===========

LIABILITIES & STOCKHOLDERS' EQUITY

Current liabilities:
Loan payable - Hypothicators                                                  $   400,000        $   400,000

Loan Payable - TSSS                                                               100,000            100,000

Accounts payable                                                                   69,982            109,644

Accrued interest                                                                   69,461             62,548

Dividends payable                                                                   9,167              9,167
Current portion of convertible debentures net of
  discount of $46,719 and $ 27,552                                                453,281            222,448
                                                                              -----------        -----------


                        Total  current liabilities                              1,101,891            903,807

Convertible Note Payable - officer                                                 60,000                 --

Noncurrent portion of convertible debentures net of discount of $33,544                --            216,456
                                                                              -----------        -----------


                        Total liabilities                                       1,161,891          1,120,263
                                                                              -----------        -----------

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, par value $.001,
   100,000,000 shares authorized, 36,125,035
    shares outstanding                                                             36,125             36,125


Additional paid-in-capital                                                      1,822,532          1,822,532


Retained deficit                                                               (1,396,735)        (1,341,586)
                                                                              -----------        -----------
                        Total stockholders' equity
                                                                                  462,122            517,271
                                                                              -----------        -----------
                        Total liabilities and stockholders' equity            $ 1,624,013        $ 1,637,534
                                                                              ===========        ===========
</TABLE>

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

                                       2
<PAGE>

                                  DCI USA, INC.
                            STATEMENTS OF OPERATIONS
                                   (UNAUDITED)

                                         Three Months Ended   Three Months Ended
                                           March 31, 2006       March 31, 2005

Income

Interest income                             $     44,565        $     45,000
                                            ------------        ------------

               Total income                       44,565              45,000
                                            ------------        ------------

Expenses:


General & administrative expense                  39,701              35,511

Interest expense                                  41,288              37,441

Professional fees                                 18,725             105,920

Management fees                                       --              60,156
                                            ------------        ------------


               Total expenses                     99,714             239,028
                                            ------------        ------------


Loss from operations                             (55,149)           (194,028)
                                            ------------        ------------

Other Income and (expense) :

Net loss on investment                                --             (11,330)
                                            ------------        ------------

               Total Other Income and
               (expense)                              --             (11,330)
                                            ------------        ------------

               Net loss                     $    (55,149)       $   (205,358)
                                            ============        ============


Basic and Diluted
Loss per share                              ($      0.00)       ($      0.01)
                                            ============        ============

Weighted average number of
Common Stock outstanding                      36,125,035          32,361,146
                                            ============        ============


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

                                       3
<PAGE>

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


<TABLE>
<CAPTION>
                                                           THREE MONTHS ENDED
                                                                 MARCH 31
                                                           2006             2005

<S>                                                     <C>              <C>
Operating activities:
Net loss                                                $ (55,149)       $(205,358)
  Adjustments to reconcile net loss to net
    cash flows from operating activities
     Amortization of loan costs                            10,625            8,125
    Stock issuance for services                                --           60,156
    Amortization of discounts                              14,375            9,583
Changes in operating assets and liabilities
              Prepaid expenses                              3,504               --
              Interest receivable                            (868)         (38,000)
              Accounts payable & accrued expense          (35,394)          58,696
                                                        ---------        ---------

   Net cash flows from operating activities               (62,907)        (106,798)
                                                        ---------        ---------
Investing activities:

Loss on Bartram Holdings                                       --           11,330
Loans to third parties                                         --            1,000
                                                        ---------        ---------


   Net cash flows from Investing activities                    --           12,330
                                                        ---------        ---------

Financing activities:

Proceeds from Convertible debentures                           --          250,000
Proceeds from Loan                                         60,000          100,000

Payment of loan to related party                               --          (44,750)

Payment of loan                                                --         (200,000)

Deferred loan costs                                            --          (30,000)
                                                        ---------        ---------

   Net cash flows from financing activities                60,000           75,250
                                                        ---------        ---------

Decrease in cash and cash equivalents                      (2,907)         (19,218)

Cash, beginning                                             5,877           38,190
                                                        ---------        ---------

Cash, ending                                                2,970        $  18,972
                                                        =========        =========

Supplemental disclosure of cash flow Information:
              Interest Paid                             $      --        $  18,540
                                                        =========        =========
              Income Taxes Paid                         $      --        $     455

                                                        =========        =========
</TABLE>

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

                                       4
<PAGE>

                                  DCI USA, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                 March 31, 2006

NOTE 1 NATURE OF OPERATIONS AND BASIS OF PRESENTATION

      DCI USA, Inc. (referred to herein as "we" or the "Company"), formerly
known as Gavella Corp. ("Gavella"), was incorporated on June 21, 2000 in the
State of Delaware. Until November 9, 2004, the Company 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, the Company 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 ("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.(See Note 4.) Commencing November 9, 2004, the Company
changed its focus and 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.

      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 ("BDC") under the Investment Company Act of 1940 (the "1940
Act"). In February 2006, the Company withdrew its election in order to pursue
other interests.

      Certain information and footnote disclosures normally included in annual
financial statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted pursuant to such rules and
regulations. The Company believes that the disclosures are adequate to make the
financial information presented not misleading. These condensed consolidated
financial statements should be read in conjunction with the audited consolidated
financial statements and the notes thereto included in the Company's Annual
Report on Form 10-KSB for the year ended December 31, 2005, filed with the
Securities and Exchange Commission on March 31, 2006. All adjustments were of a
normal recurring nature unless otherwise disclosed. In the opinion of
management, all adjustments necessary for a fair statement of the results of
operations for the interim period have been included. The results of operations
for such interim periods are not necessarily indicative of the results for the
full year.

NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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.


                                       5
<PAGE>


                                  DCI USA, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                 March 31, 2006

NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

STOCK-BASED COMPENSATION (CONTINUED)

      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 quarter
ended March 31, 2006.


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%. 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.

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

      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 periods beginning after December 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 is 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.


                                       6
<PAGE>


                                  DCI USA, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                 March 31, 2006

NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS (CONTINUED)

      In May 2005, the FASB issued SFAS No. 154, Accounting Changes and Errors
Corrections, which is a replacement of APB Opinion No. 20 and SFAS No. 3. This
new Standard applies to all voluntary changes in accounting principles and
certain other changes where transition rules are not prescribed. The Statement
requires retroactive restatement to prior periods for changes in accounting
principles, unless it is impracticable to determine either the period specific
effects or the cumulative effects of the change. The Statement is effective for
all fiscal years beginning after December 15, 2005. The adoption of SFAS No. 154
did not have a significant effect on the Company.

NOTE 3 CONVERTIBLE NOTE PAYABLE- OFFICER

      As of March 1, 2006, Jonathan Ilan Ofir, our Chairman and Chief Executive
Officer, agreed to lend us up to $300,000 on a revolving credit basis until
March 1, 2008 and we issued to Mr. Ofir as of March 1, 2006 a convertible
promissory note (the "Ofir Note") in the principal amount of up to $300,000. The
maximum amount which may be outstanding under the Ofir Note at any given time is
not permitted to exceed $300,000 and we may prepay all or part of the
outstanding balance under the Ofir Note upon five business days' notice to Mr.
Ofir. The principal and accrued interest outstanding under the Ofir Note are due
and payable on March 1, 2008 and are convertible at any time at the option of
Mr. Ofir into shares of our Common Stock at the conversion price of $0.05 per
share. Interest accrues on the principal balance outstanding under the Ofir Note
at the rate of 8% per annum. As of March 31, 2006, $60,000 was outstanding under
the Ofir Note.

NOTE 4 ASSIGNMENT OF SHARES OF MAJOR SHAREHOLDER

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


                                       7
<PAGE>


Item 2. Management's Discussion and Analysis or Plan of Operation

Plan of Operations

      We intend to make investments in real estate and possibly other business.
In order to do so, we will need additional financing which we may not be able to
obtain.

Financial Condition and Results of Operations

      Our business and management completely changed as of November 9, 2004. In
reviewing the discussion below the reader should keep in mind such change in
control and change in the business that occurred in November 2004.

      Comparison of the results of operations: quarter ended March 31, 2006 to
quarter ended March 31, 2005

      Our total income for the quarter ended March 31, 2006 was $44,565, almost
unchanged from our total income of $45,000 for the quarter ended March 31, 2005.
Total income consisted solely of interest income earned from our notes
receivable from related parties.

      Our general and administrative expenses did not change significantly and
was $39,701 for the quarter ended March 31, 2006 and $35,511 for the quarter
ended March 31, 2005. Interest expense also did not change significantly and was
$41,288 for the quarter ended March 31, 2006 compared with $37,441 for the
quarter ended March 31, 2005. The increase is due primarily from the Company
incurring additional debt during 2005.

      Professional fees decreased from $105,920 for the quarter ended March 31,
2005 to $18,725 for the quarter ended March 31, 2006. We incurred significant
legal and accounting fees during the quarter ended March 31, 2005 because we
began to operate as a Business Development Company. During the quarter ended
March 31, 2006, we withdrew as a BDC, thereby no longer having to incur legal
and accounting expenses for complying with the rules and regulations applicable
to BDCs.

      Management fees were $60,156 for the quarter ended March 31, 2005, paid in
shares of Common Stock valued at $0.05 per share, but we did not incur
management fees for the quarter ended March 31, 2006.

      As a result primarily of the reductions in professional fees and
management fees from the first quarter of 2005 to the first quarter of 2006, our
total expenses were reduced and our total loss from operations was reduced from
$194,028 to $55,149 during such periods.

Liquidity and Capital Resources

      Our cash as of March 31, 2006 was $2,970. We believe that we will be able
to meet our cash requirements during 2006 principally through loans from our
Chairman. We expect to incur legal, administrative and consulting and auditing
fees of approximately $300,000 during 2006.


                                       8
<PAGE>

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

      As of March 31, 2006, our notes payable consisted of the following:

<TABLE>
<CAPTION>
                                                                     March 31, 2006
                                                                     --------------
<S>                                                                  <C>
Note Payable to Hypothecators, interest accrues at 15%                  $  400,000
per annum payable on the first of each month, due June
15, 2006

Loan payable - TSSS, Inc. - Interest accrues at 8% and is payable
quarterly commencing June 7, 2005, due on March
7, 2006                                                                    100,000

Convertible Debentures Issued to Cornell, net of discount
of $46,719; $250,000 due December 6, 2006 and $250,000
due March 1, 2007                                                          453,281

Convertible Note Payable - Officer- Interest
accrues at 8%, due March 1, 2008                                            60,000
                                                                        ----------
                                                                        $1,013,281
</TABLE>


      Included in the $1,013,281 figure, above, is $953,281 which is considered
current obligations as of March 31, 2006.

      The $100,000 TSSS, Inc. note referenced above was originally issued by the
Company to NY2K, Inc. as of March 7, 2005. The note 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. Subsequent to the
receipt by the Company of a letter from the Staff of the Securities and Exchange
Commission ("SEC") in which the Staff raised questions with respect to the
Company's compliance with the provisions of the Investment Company Act of 1940
applicable to business development companies, the Company and TSSS, Inc.
rescinded the cancellation of the Company's $100,000 note and issuance of
2,000,000 shares of Common Stock. The due date of the note of March 7, 2006 has
been extended by TSSS, Inc. pending discussions between TSSS, Inc. and the
Company to cancel the note in exchange for the issuance of shares of Common
Stock to TSSS, Inc.

      We expect that the amounts we derive from the promissory notes held by us,
including the interest in 231 Norman Avenue Property Development, LLC ("Norman
Property LLC") that we have the right to acquire, will be sufficient to enable
us to satisfy our outstanding indebtedness. Norman Property LLC has received the
necessary approval to convert the commercial use building at 231 Norman Avenue,
Brooklyn, New York, into 68 loft units to be sold as condominiums. We may not,
however, realize the amounts we are owed, or be able to cash out any LLC
interests which we may acquire, in time to enable us to satisfy our obligations
timely or to pay our ongoing operating expenses. To enable us to satisfy certain
of our obligations pending the receipt of the proceeds of our current assets,
our Chairman has agreed to lend us up to $300,000 on a revolving basis at the
interest rate of 8% per year. We believe that such amount will enable us to meet
our cash needs for 2006.


                                       9
<PAGE>

Impact of Inflation

      Inflation has not had a material effect on our results of operations.


Forward Looking Statements

      The Company desires to take advantage of the "safe harbor" provisions of
the Private Securities Litigation Reform Act of 1995. This report contains a
number of forward-looking statements that reflect management's current views and
expectations with respect to our business, strategies, future results and events
and financial performance. All statements made in this Report other than
statements of historical fact, including statements that address operating
performance, events or developments that management expects or anticipates will
or may occur in the future, including statements related to distributor
channels, volume growth, revenues, profitability, adequacy of funds from
operations, statements expressing general optimism about future operating
results and non-historical information, are forward looking statements. In
particular, the words "believe," "expect," "intend," " anticipate," "estimate,"
"may," "will," variations of such words, and similar expressions identify
forward-looking statements, but are not the exclusive means of identifying such
statements and their absence does not mean that the statement is not
forward-looking. These forward-looking statements are subject to certain risks
and uncertainties, including those discussed below. Our actual results,
performance or achievements could differ materially from historical results as
well as those expressed in, anticipated or implied by these forward-looking
statements. We do not undertake any obligation to revise these forward-looking
statements to reflect any future events or circumstances.

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


Risk Factors

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


                                       10
<PAGE>

We Are No Longer A BDC

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

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

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

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

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

Delaware Law and Certain Provisions of Our Charter May Inhibit a Takeover of Our
Company That Stockholders May Consider Favorable

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

Our Largest Stockholder Has the Ability to Exercise Significant Influence Over
Matters Submitted for Stockholder Approval and His Interests May Differ From
Other Stockholders

      Jonathan Ilan Ofir, our Chairman and CEO, owns 28,350,000 shares of our
Common Stock and has the option to purchase an additional 3,150,000 shares from
Direct Capital. He has beneficial ownership of approximately 87% of our
outstanding Common Stock as of March 31, 2006. Mr. Ofir, therefore, has the
ability to appoint our Board of Directors. Accordingly, Mr. Ofir may have
significant influence in determining the outcome of any corporate transaction or
other matter submitted to our Board for approval, including issuing common and
preferred stock, and appointing officers, which could have a material impact on
mergers, acquisitions, consolidations and the sale of all or substantially all
of our assets, and also the power to prevent or cause a change in control. The
interests of Mr. Ofir may differ from the interests of the other stockholders.


                                       11
<PAGE>


Our Investments May Not Generate Sufficient Income to Cover Our Operations

      Currently, our only assets are those represented by the promissory notes
listed in the Schedule of Investments, above, including our right to acquire a
30% interest in 231 Norman Avenue Property Development, LLC. Although we
anticipate receiving net proceeds from these assets sufficient to satisfy our
obligations, there is no assurance as to when or whether these proceeds will be
received. Even if we receive proceeds sufficient to satisfy our obligations,
upon the sale or the liquidation of Norman Property LLC we will have no ongoing
business operations. We intend to use the net proceeds derived from our current
holdings and such additional funds as we may raise through the issuance of debt
or equity securities to acquire real estate or other businesses. There can be no
assurance that we will be successful in our efforts to acquire any real estate
or operating business or, if acquired, that any such business or project will
prove to be profitable.

The Sale or Availability for Future Sale of Substantial Amounts of our Common
Stock could Adversely Affect our Stock Price

      As of March 31, 2006, there were 36,125,035 shares of our Common Stock
outstanding. We are authorized to issue up to a total of 100,000,000 shares of
Common Stock and 1,000,000 shares of blank check preferred stock of which
200,000 shares of Series A Preferred are outstanding. Additional issuances,
including the rights and preferences of the preferred shares, do not require
stockholder approval. The sale or availability for sale of substantial amounts
of our Common Stock, in the public market could adversely affect the market
price of our Common Stock. As a result of our contractual agreement to register
$5,000,000 of shares of Common Stock on behalf of Cornell Capital Partners and
the shares of Common Stock underlying two convertible debentures and 200,000
shares of Series A Preferred Stock held by Cornell, there are a significant
amount of shares which we have to issue to Cornell. We cannot predict the actual
number of shares of Common Stock that will be issued to Cornell pursuant to
these convertible debentures and the Series A Preferred Stock held by Cornell.
The purchase price of the shares to be issued upon conversion of the convertible
debentures and the Series A Preferred Stock will fluctuate based on prevailing
market conditions.

Item 3. Controls and Procedures

      As of the end of the period covered by this report, our management,
including our principal executive officer and our principal financial officer,
have conducted an evaluation of the effectiveness of our disclosure controls and
procedures (as defined in Rule 13a-15 under the Securities Exchange Act of
1934). Based upon that evaluation, our principal executive officer and our chief
financial officer have concluded that our disclosure controls and procedures are
effective in timely alerting them of material information relating to us that is
required to be disclosed by us in the reports we file or submit under the
Exchange Act. There have been no changes in our internal control over financial
reporting that occurred during the period covered by this report that have
materially affected, or are reasonably likely to materially affect, our internal
control over financial reporting.


                                       12
<PAGE>

                                     PART II

                                OTHER INFORMATION

Item 2. Unregistered Sales of Equity Securities

      As of March 1, 2006, Jonathan Ilan Ofir, our Chairman and Chief Executive
Officer, agreed to lend us up to $300,000 on a revolving credit basis until
March 1, 2008 and we issued to Mr. Ofir as of March 1, 2006 a convertible
promissory note (the "Ofir Note") in the principal amount of up to $300,000. The
maximum amount which may be outstanding under the Ofir Note at any given time is
not permitted to exceed $300,000 and we may prepay all or part of the
outstanding balance under the Ofir Note upon five business days' notice to Mr.
Ofir. The principal and accrued interest outstanding under the Ofir Note are due
and payable on March 1, 2008 and are convertible at any time at the option of
Mr. Ofir into shares of our Common Stock at the conversion price of $0.05 per
share. Interest accrues on the principal balance outstanding under the Ofir Note
at the rate of 8% per annum. As of March 31, 2006, $60,000 was outstanding under
the Ofir Note.

      We believe that our issuance of the Ofir Note, and issuance of the shares
of our Common Stock upon conversion of the Ofir Note, was and will be exempt
from registration pursuant to Section 4(2) of the Securities Act of 1933, as
amended.


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

      In December 2005, our majority shareholder consented in writing, without a
meeting, to the withdrawal of our election to be treated as a Business
Development Company. On or about January 4, 2006, we mailed to our shareholders
an information statement on Schedule 14C with respect to such matter and, on
February 22, 2006, we filed with the SEC a Notification of Withdrawal of
Election to operate as a BDC.


Item 5. Other Information

CHANGES IN CONTROL OF REGISTRANT

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


                                       13
<PAGE>


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).


                                       14
<PAGE>


                                   SIGNATURES


In accordance with the requirements of the Securities Exchange Act of 1934, the
Registrant has caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.


Dated: May 12, 2006

                               DCI USA, INC.

                               By: /s/ Jonathan Ilan Ofir
                                   -------------------------
                                   Jonathan Ilan Ofir,
                                   Chief Executive Officer


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


                                       15
<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).


                                       16