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 September 30, 2005

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

For the transition period from _______________ to ________________

Commission file number 000-31143

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

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


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

                                 (212) 994-9594
                (Issuer's telephone number, including area code)

Indicate by check mark whether the issuer (1) has filed all reports required to
be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes |X| No |_|

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

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date: 36,125,035 shares of Common
Stock, $.001 per share) as of November 4, 2005.

<PAGE>

                                Table of Contents

                                     Part I

                              Financial Information

Item 1. Financial Statements                                                Page
                                                                            ----
Balance Sheets as of September 30, 2005 (unaudited) and
December 31, 2004 (audited)....................................................3

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

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

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

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

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

General.......................................................................17

Comparison of the three and nine months ended
September 30, 2005 and September 30, 2004.....................................18

Liquidity and capital resources...............................................18

Item 3. Quantitative and Qualitative Disclosures About Market Risk ...........19

Item 4. Controls and Procedures ..............................................19

                                     Part II

                                Other Information

Item 6. Exhibits..............................................................19

Signatures....................................................................20

<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
Amended Annual Report on Form 10-KSB/A for the fiscal year ended December 31,
2004. Our actual results, performance or achievements could differ materially
from historical results as well as those expressed in, anticipated or implied by
these forward-looking statements. We do not undertake any obligation to revise
these forward-looking statements to reflect any future events or circumstances.

            Readers should not place undue reliance on these forward-looking
statements, which are based on management's current expectations and projections
about future events, are not guarantees of future performance, are subject to
risks, uncertainties and assumptions and apply only as of the date of this
Report. Our actual results, performance or achievements could differ materially
from the results expressed in, or implied by, these forward-looking statements.
Factors that could cause or contribute to such differences include, but are not
limited to, those discussed in our Amended Annual Report on Form 10-KSB/A for
the fiscal year ended December 31, 2004 as well as those discussed elsewhere in
this Report, and the risks to be discussed in our next Annual Report on Form
10-K and in the press releases and other communications to shareholders issued
by us from time to time which attempt to advise interested parties of the risks
and factors that may affect our business. We undertake no obligation to publicly
update or revise any forward-looking statements, whether as a result of new
information, future events or otherwise.


                                       2
<PAGE>

                                  DCI USA, INC.
                                 BALANCE SHEETS

<TABLE>
<CAPTION>
ASSETS
                                                       September 30, 2005   December 31, 2004
                                                          (Unaudited)
<S>                                                        <C>                  <C>
Investments in affiliates                                  $ 1,569,044          $ 1,676,253
Cash                                                             2,870               38,190
Prepaid expense                                                  5,613                   --
Interest receivable                                             32,358               15,235
Deferred loan costs                                             52,173               51,548
                                                           -----------          -----------
               Total assets                                $ 1,662,058          $ 1,781,226
                                                           ===========          ===========

LIABILITIES & STOCKHOLDERS' EQUITY

LIABILITIES

Accounts payable                                           $    79,904          $    15,945
Accrued interest                                                50,326                  460
Loan payable - Related Party                                        --               95,000
Loan payable - Hypothicators                                   400,000              400,000
Loan Payable - E. Rubin                                             --              200,000
Loan Payable - NY2K                                            100,000                   --
Convertible debentures net of discount of $75,469
and $56,302, respectively                                      424,531              193,698
                                                           -----------          -----------

               Total Liabilities                             1,054,761              905,103
                                                           -----------          -----------
Stockholders' Equity
Preferred Stock, par value $.001,
   Authorized 1,000,000 shares
   Series A Preferred, 200,000 shares authorized
   200,000 issued and outstanding                                  200                  200
Common stock, par value $.001,
   100,000,000 shares authorized, 36,125,035
    shares outstanding                                          36,125               35,000
Additional paid-in-capital                                   1,822,532            1,709,907
Retained deficit                                            (1,251,560)            (868,984)
                                                           -----------          -----------

               Total stockholders' equity                      607,297              876,123
                                                           -----------          -----------
               Total liabilities and stockholders'
                 equity                                    $ 1,662,058          $ 1,781,226
                                                           ===========          ===========

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

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


                                       3
<PAGE>

                                  DCI USA, INC.
                            STATEMENTS OF OPERATIONS
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                   Three Months Ended     Three Months Ended    Nine Months Ended     Nine Months Ended
                                   September 30, 2005     September 30, 2004    September 30, 2005    September 30, 2004
<S>                                   <C>                   <C>                   <C>                   <C>
Operating Income

Revenue                               $     10,000          $    253,349          $     19,500          $    754,336
Interest income                             46,662                 3,494               135,098                10,081
                                      ------------          ------------          ------------          ------------

          Total income                      56,662               256,843               154,598               764,417
                                      ------------          ------------          ------------          ------------

Expenses:

General & administrative
expense                                     40,373               245,436               195,648               753,831
Interest expense                            42,174                57,716               122,285               174,017
Professional fees                           51,594                    --               171,677                    --
Director fees                               (3,906)                   --                56,250                    --
Income taxes                                 3,202                    --                 3,657                    --
                                      ------------          ------------          ------------          ------------

          Total expenses                   133,437               303,152               549,517               927,848
                                      ------------          ------------          ------------          ------------

Loss from operations                       (76,775)              (46,309)             (394,919)             (163,431)
                                      ------------          ------------          ------------          ------------

Other Income:

Gain on loan assignment                    (62,596)                                    (62,596)
Net (gain)/loss on investment                   --                 9,643                50,253                (1,514)
                                      ------------          ------------          ------------          ------------

          Total Other Income               (62,596)                9,643               (12,343)               (1,514)
                                      ------------          ------------          ------------          ------------

          Net loss                    $    (14,179)         $    (55,952)         $   (382,576)         $   (161,917)
                                      ============          ============          ============          ============

Basic and Diluted
Loss per share                                 ($0)                  ($0)               ($0.01)               ($0.03)
                                      ============          ============          ============          ============

Weighted average number of
Common Stock outstanding                36,125,035             6,261,818            36,125,035             6,261,818
                                      ============          ============          ============          ============
</TABLE>

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


                                       4
<PAGE>

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

                                                          NINE MONTHS ENDED
                                                            SEPTEMBER 30,
                                                        2005             2004
Operating activities:
Net loss                                              $(382,576)      $(161,917)
  Adjustments to reconcile net loss to net
    cash flows from operating activities
     Amortization of loan costs                          29,375              --
    Stock issuance for services                          56,250           7,500
    Gain on loan assignment                             (62,596)
    (Gain)/Loss on investments                           50,253         (12,734)
    Impairment loss on investment                            --          11,220
    Amortization of discounts                            37,833              --
    Depreciation and amortization                            --         115,753
    Bad debt provision                                       --           3,850
Changes in operating assets and liabilities
              Accounts receivable                            --          (8,085)
              Prepaid expenses                           (5,613)        (16,874)
              Interest receivable                       (28,619)          6,783
              Cash held in escrow                            --          59,995
              Accounts payable & accrued expense        114,373          22,644
              Deferred revenue                               --         (12,500)
              Security deposits payable                      --          (2,702)
              Other liabilities                              --          (9,280)
                                                      ---------       ---------
   Net cash flows from operating activities            (191,320)          3,653
                                                      ---------       ---------
Investing activities:
Proceeds from sale of investments                       131,000          28,984

Purchase of investments                                      --         (18,671)

Purchases of property and equipment                          --         (90,672)

Collection of loans                                          --          19,544
Loans to third parties                                       --         (14,885)
                                                      ---------       ---------
   Net cash flows from Investing activities             131,000         (75,700)
                                                      ---------       ---------
Financing activities:
Repayment of mortgage notes payable                          --         (40,073)
Proceeds from Convertible debentures                    250,000              --
Proceeds from Loan                                      100,000              --
Payment of loan to related party                        (95,000)             --
Payment of loan                                        (200,000)        (17,500)
Issuance of common stock, net                                --          67,000
Deferred loan costs                                     (30,000)             --
                                                      ---------       ---------
   Net cash flows from financing activities              25,000           9,427
                                                      ---------       ---------
Decrease in cash and cash equivalents                   (35,320)        (62,620)
Cash, beginning                                          38,190         265,850
                                                      ---------       ---------
Cash, ending                                              2,870       $ 203,230
                                                      =========       =========
Supplemental disclosure of cash flow Information:
              Interest Paid                           $      --       $ 158,012
                                                      =========       =========
              Income Taxes Paid                       $   3,657       $      --
                                                      =========       =========
Noncash Financing Activities:
Repayment of loan through reissuance of shares        $ 100,000              --
                                                      =========

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


                                       5
<PAGE>

                                  DCI USA, INC.
                             Schedule of Investments
                               September 30, 2005
                                   (Unaudited)

<TABLE>
<CAPTION>
                             Description
Company                      of Business                          Investment      Fair Value
-------                      -----------                          ----------      ----------
Equity Investments:

<S>                          <C>                                  <C>             <C>
N/A                          N/A                                  $       --      $       --

Loans:

231 Norman Ave LLC           Real Estate- 12% Due 6/15/06         $  600,000      $  600,000
231 Norman Ave LLC           Real Estate- 12% Due 6/15/05            770,000         770,000
Bartram Holdings, Inc.       Real Estate- 8% Due 7/05/15              70,000          70,000
Technology Spin Off Sys      A&C loan assignment Due 9/13/07         129,044         129,044
                                                                  ----------      ----------

Total Investment                                                  $1,569,044      $1,569,044
                                                                  ==========      ==========
</TABLE>

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


                                       6
<PAGE>

NOTE 1
BASIS OF PRESENTATION

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

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

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


NOTE 2
NATURE OF OPERATIONS

DCI USA, Inc., formerly known as Gavella Corp. ("Gavella"), was incorporated on
June 21, 2000 in the State of Delaware. Until November 9, 2004, 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 of the Company on a
fully-diluted basis. Direct Capital is an Israeli company which is traded on the
Tel Aviv Stock Exchange. Commencing November 9, 2004, the Company changed its
focus and has engaged in lending to and investing in real estate related and
other opportunities. On November 19, 2004, the Company changed its name to DCI
USA, Inc. from Gavella Corp.

On February 14, 2005, the Company filed with the Securities and Exchange
Commission (the "SEC") an election to operate as a regulated business


                                       7
<PAGE>

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

development company ("BDC") under the Investment Company Act of 1940 (the "1940
Act"). As a BDC, 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.

NOTE 3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES


USE OF ESTIMATES

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

REVENUE RECOGNITION

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

CASH AND CASH EQUIVALENTS

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


NOTES RECEIVABLE

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

DEFERRED LOAN COSTS

Deferred financing costs, consisting primarily of debt issuance costs and debt
issuance discounts, are amortized using the straight-line method over the term
of the related debt. Amortization of debt issuance expense of $29,375 for the
nine months ended September 30, 2005 is included in general and administrative
expenses. Amortization of discounts for beneficial conversion features of
certain debt of $38,333 for the nine months ended September 30, 2005 is
reflected in interest expense.


                                       8
<PAGE>

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

STOCK-BASED COMPENSATION

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


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

INCOME TAXES

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

NET LOSS PER SHARE

Basic net loss per share is computed on the basis of the weighted average number
of shares outstanding each period and excludes any dilutive effects of options,
warrants, and convertible securities. Dilutive earnings per share is computed
giving effects to dilutive stock equivalents. There were no potentially dilutive
common shares outstanding on September 30, 2005.

FAIR VALUE

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


                                       9
<PAGE>

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

TREATMENT OF HOLDINGS IN BARTRAM

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

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

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


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

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

On December 18, 2003 the SEC issued Staff Accounting Bulletin No. 104, Revenue
Recognition ("SAB 104"), which supersedes SAB 101, Revenue Recognition in
Financial Statements. SAB 104's primary purpose is to rescind accounting


                                       10
<PAGE>

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

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.

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
is not expected to have a significant effect on the Company.

NOTE 4
INVESTMENT IN NOTES RECEIVABLE TO AFFILIATES

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


                                       11
<PAGE>

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

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

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

Norman Property LLC is a New York limited liability company engaged in owning,
developing and operating income producing real property. Norman Property LLC
owns fee simple title to the real property located at 231 Norman Avenue,
Brooklyn, New York. In March 2005 Norman property LLC consummated a $10 million
refinancing and construction loan with Washington Mutual with respect to the
property at 231 Norman Avenue and received capital contributions from investors
of $1.75 million. The project at 231 Norman Avenue, the conversion of the
existing building to a condominium, is approximately 1/3rd to completion and is
anticipated to be completed in September 2006.

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



                                       12
<PAGE>

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

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

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

On April 6, 2005, the Company informed Apros and Chay that the Company's loan to
Apros and Chay was in default. The default occurred as a result of the change in
management of Apros and Chay. Technoprises Ltd. is currently in receivership.

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

On September 16, 2005, the Company entered into an Assignment Agreement (the
"Assignment") with Technology Spin Off Systems, LLC, a New York limited
liability company ("TSOS"). Pursuant to the Assignment, the Company assigned to
TSOS all of the Company's rights in the Loan.

The Company's rights under the Loan which were assigned to TSOS consisted of (i)
the right to receive from Apros & Chay the aggregate principal amount of
$155,000, with interest accruing at the rate of 10% annually, on December 13,


                                       13
<PAGE>

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

2005 (although the original principal amount of the Initial Loan was $96,000,
$1,000 was sold by the Company to TSSS LLC as of March 17, 2005) and (ii) the
Warrants to purchase 1,550,000 share of Apros & Chay at a purchase price of
$0.10 per share; said warrants are exercisable until December 31, 2005, with the
right of the Company to extend such time for an additional 6 months.

In consideration for the Assignment, TSOS agreed to pay the Company $250,000 as
follows: (a) $50,000 in cash on the date of the Assignment; (b) $50,000 by
paying on behalf of the Company the full amount due under a promissory note,
dated June 28, 2005, in the principal amount of $50,000, made by the Company in
favor of Gad Ichaki; and (c) $150,000 in cash by September 13, 2007, if, prior
to September 13, 2007, Cornell Capital Partners, LP ("Cornell") terminated its
security interest in the shares of Technoprises, LTD. If the Technoprises shares
are not released from Cornell's lien by September 13, 2007, TSOS shall receive
$100,000 worth of common shares of the Company at the then existing market
value, but in no event less than net asset value.

The Company has recorded a discount of $21,456 on the $150,000 amount due in
September 2007 to reflect the present value of the funds to be received. The
discount will be amortized on a straight-line basis to interest income over the
life of the loan.

NOTE 5
INVESTMENTS

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

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


                                       14
<PAGE>

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

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



NOTE 6
NOTES PAYABLE

Loans and Notes payable consist of the following:

                                                    September 30,   December 31,
                                                        2005            2004
                                                      ---------      ---------
Note payable to Direct Capital Investments Ltd.
interest accrues at 8% per annum,
due on demand                                         $      -0-     $  95,000

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

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

Loan payable - NY2K - Interest accrues at 8% and
is payable quarterly commencing June 7, 2005, due
on March 7, 2006                                        100,000             --

Convertible Debentures Issued to Cornell, net of
discount of $75,469 and $56,302 respectively;
$250,000 due December 6, 2006 and $250,000 due
March 1, 2007                                           424,531        193,698
                                                      ---------      ---------

                                                      $ 924,531      $ 888,698

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

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


                                       15
<PAGE>


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

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.

Effective June 28, 2005, the Company borrowed $50,000 from an individual payable
on June 28, 2006, together with interest from the date of the loan at the rate
of five percent per annum. This loan was satisfied in connection with the
assignment of the Company's interest in the Apros & Chay Loan. See Note 4.

NOTE 7
INCOME TAXES

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

      U.S. Statutory Rate    15%
      State income taxes      9%
      Valuation allowance   (23%)
                            ---
                              1%

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 September 30, 2005, the Company has approximately $ 725,000 of net
operating loss carryforwards to offset future taxable income for both federal
and state income tax purposes, expiring in various years through 2025 for
federal purposes and 2010 for state purposes.

NOTE 8
COMMITMENTS AND CONTINGENCIES

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

The Company has entered into oral compensation agreements with three executives
terminable immediately upon notice. Pursuant to such agreements each of two of
the executives are entitled to receive $5,000 per month and the third executive
is entitled to receive $2,000 per month, when available. To date the Company has
accrued and not paid $2,000 due pursuant to such agreements.


                                       16
<PAGE>

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

NOTE 9
SUBSEQUENT EVENT

As of September 30, 2005, an aggregate of $33,400 was due on the $770,000 and
$600,000 notes payable to the Company from Norman LLC. Such amount was paid to
the Company as of November 4, 2005.

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

General

            On November 9, 2004, Direct Capital purchased 31,500,000 (post 1:2
reverse split) shares of our common stock, which represented 90% of our issued
share capital on a fully diluted basis. On September 7, 2005, Direct Capital
consummated transactions contemplated by the Investment Agreement and
Shareholders Agreement (the "Investment Agreement") dated June 19, 2005 (See the
Company's Report on Form 8-K filed June 22, 2005). Pursuant to such Agreement
Dalia Prashkovsky, Arie Prashkovsky, Cadil International Limited and Auberry
Management Limited (collectively, the "Investors") acquired from Direct Capital
2,753,274 shares of its Common Stock, representing approximately 60% of the
outstanding shares of the capital stock of Direct Capital.

            Concurrent with the closing of the Investment Agreement, Direct
Capital and the Investors also consummated the Shareholders' Agreement entered
into on June 19, 2005 with Uri Rosin and Gunter Franz Ltd. (the "Former
Controlling Shareholders"). Prior to the closing of the Investment Agreement the
former controlling Shareholders owned 45.1% of the outstanding common shares of
Direct Capital. Pursuant to the Shareholders' Agreement, Direct Capital granted
to the Former Controlling Shareholders options to purchase 25,200,000 shares of
our common stock held by Direct Capital, which amount represents approximately
66% of our Company's common stock outstanding. The exercise price of the options
is $0.04127 per share, and the options are exercisable for a period of two years
expiring on September 7, 2007. Also pursuant to the Shareholders Agreement,
during the six month period following September 7, 2007, Direct Capital is
entitled, at its option, to sell to the Former Controlling Shareholders up to a
total of 28,350,000 of the shares of our common stock held by Direct Capital,
which amount represents approximately 81% of our outstanding common stock. If
such put option is exercised by Direct Capital, the Former Controlling
Shareholders will be obligated to purchase such shares at a purchase price of
$0.04127 per share. Such purchases or sales of our common stock contemplated by
the Shareholders' Agreement would result in a change in shareholder in control
of our operations.

            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.


                                       17
<PAGE>

            On August 15, 2005, we received a letter from the Staff of the
Securities and Exchange Commission (the "SEC") in which the Staff raised
questions with respect to our compliance with the provisions of the Investment
Company Act of 1940 (the "ICA") applicable to business development companies,
including whether we were engaged in business as a business development company.
We responded to the Staff and are awaiting its response. We are currently
considering various alternative business strategies including ceasing to act as
a business development company or any other structure subject to the
requirements of the ICA. In response to the concerns raised by the SEC, among
other things, we suspended the offering of our shares offered under the Forms
1-E filed with the SEC on April 21, 2005 and June 24, 2005. In addition, we and
the purchasers rescinded all sales of shares sold under the Form 1-E filed with
the SEC on April 21, 2005. We did not sell any shares under the Form 1-E filed
with the SEC on June 24, 2005.

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

         In reviewing the discussion below the reader should keep in mind the
change in control of the Company and the change in the business of the Company
that occurred in November 2004.

         We did not make any investments or loans during the quarter ended
September 30, 2005.

         We incurred a loss of approximately $14,000 during the quarter ended
September 30, 2005. During the quarter ended September 30, 2005, we had revenue
of $10,000, entirely from consulting fees, in addition to interest income of
$46,662. During such quarter, we incurred auditing and legal expenses of
approximately $52,000, interest expense of approximately $42,000, of which
$14,374 was the amortization of debt discount and $18,750 was amortization of
loan costs.

         In the third quarter of 2004, we had a loss of $55,952 all of which
related to our operations before we elected to be treated as a Business
Development Company.

Comparison of nine months ended September 30, 2005 to nine months ended
September 30, 2004

         In reviewing the discussion below the reader should keep in mind the
change in control of the Company and the change in the business of the Company
that occurred in November 2004.

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

         We did not make any investments or loans during the first nine months
of 2005.

         We incurred a loss of $382,576 during the nine months ended September
30, 2005. During such period we had revenues of $19,500 from consulting fees and
interest income of $135,098. In the first nine months of 2005 we incurred
expenses of $549,517 comprised largely of professional fees of $171,677,
interest expense of $122,285, and general and administrative expenses of
$195,648. In addition, we incurred a loss on investments of $50,253 during the
first nine months of 2005. In addition, we had a gain on the Loan Agreement to
TSS of $62,596.


                                       18
<PAGE>

         The loss of $382,576 incurred during the first nine months of 2005,
when we began to operate as a business development company, exceeded by
approximately $221,000 the loss of $161,917 incurred during the first nine
months of 2004.

Liquidity and capital resources

We need additional financing to expand our business, to carry out our business
plan and to reduce debt. There is no assurance that we will be able to obtain
additional financing in sufficient amounts or on acceptable terms when needed,
and our inability to obtain sufficient financing will adversely affect our
operating results and prospects. In particular, unless and until we resolve the
issues raised in the letter received in August from the Staff of the SEC or
determine to change the nature of our operations, our ability to raise new
capital will be limited.

Item 3.  Quantitative and Qualitative Disclosures About Market Risk

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

Item 4.  Controls and Procedures

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

                                     PART II

                                OTHER INFORMATION


Item 6. Exhibits

The following exhibits are filed as part of this report:

Exhibit No.             Description of Exhibit

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).

                                       19
<PAGE>

                                   SIGNATURES

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

Dated:  November 11, 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)


                                       20
<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).


                                       21