**SECURITIES
      AND EXCHANGE COMMISSION**


**Washington,
      D.C. 20549**




**FORM
      10-KSB/A**





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


F **or
      the fiscal year ended December 31, 2006**





o
            Transition
                Report under Section 13 of 15(d) of the Securities Exchange Act of
                1934




For
      the
      transition period from ___________ to __________




Commission
      file number: 000-31143





**DCI
      USA, INC.**


(Name
      of
      small business issuer in its charter)





Delaware
            22-3742159(State
                or other jurisdiction of
            (I.R.S.
                Employer Identification No.)incorporation
                or organization)8
                Bond Street, Great Neck, New
                York
            11021(Address
                of principal executive offices)
            (Zip
                code)




Issuer's
      telephone number, including area code: (718) 383-5255





Securities
      registered under Section 12(b) of the Exchange Act:





Title
                of each class
            
            Name
                of each exchange on which registeredN/A
            
            N/A





Securities
      registered under Section 12(g) of the Exchange Act:


Common
      Stock,


$ **.** 001
      par value per share


(Title
      of
      class)





Check
      whether the issuer is not required to file reports pursuant to Section 13 or
      15(d) of the Exchange Act. o




Check
      whether the issuer: (1) filed all reports required to be filed by Section 13
      or
      15(d) of the Exchange Act during the past 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 o  No x




Check
      if
      there is no disclosure of delinquent filers in response to Item 405 of
      Regulation S-B contained in this form, and no disclosure will be contained,
      to
      the best of registrant’s knowledge, in definitive proxy or information
      statements incorporated by reference in Part III of this Form 10-KSB or any
      amendment to this form 10-KSB. x




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









The
      issuer's revenues for its most recent fiscal year were $ 160,391.




As
        of
        April 27, 2007, the aggregate market value of the issuer’s common equity held by
        non-affiliates was $1,572,746.63, based on the closing price of $0.07 for
        its
        common stock on the OTC Bulletin Board on April 27, 2007. Approximately
        59,420,806 shares of the issuer’s common stock were outstanding as of April 27,
        2007.




DOCUMENTS
      INCORPORATED BY REFERENCE




N/A




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




DCI
        USA,
        Inc. (the “Company”) is filing this Form 10-KSB/A (“Amendment No. 1”) to its
        Form 10-KSB for the year ended December 31, 2006 that was originally filed
        with
        the Securities and Exchange Commission ("SEC") on April 17, 2007 (the "Original
        10-KSB"). The Company has included the Report of its Independent Registered
        Public Accountants which was inadvertently excluded from its Original 10-KSB.
        For the convenience of the reader, this Amendment No. 1 amends in its entirety
        the Original 10-KSB. This Amendment No. 1 continues to speak as of the date
        of
        the Original 10-KSB. We have updated the disclosure contained herein to reflect
        the inclusion of the Report as set forth above, and to supplement or correct
        certain portions of the Original 10-KSB. All information contained in this
        Amendment is subject to updating and supplementing as provided in our periodic
        reports filed with the SEC subsequent to the date of the filing of the Original
        10-KSB.


2
 .
  **PART
        I**
  **Cautionary
        Notice Regarding Forward Looking Statements**
 
 DCI
        USA,
        Inc. (referred to herein as “we” or 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 Registration Statement 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.
  **Item
        1.**  **Description
        of Business.**
  **Summary**
 
 As
        used
        throughout this report, the terms "DCI," the "Company," "we," "us," and "our"
        refer to DCI USA, Inc. We were incorporated on June 21, 2000, under the laws
        of
        the State of Delaware, as Gavella Corp. As Gavella Corp., we engaged in two
        lines of business: owning and operating income producing real estate, and
        making
        investments in and providing consulting services to other businesses. On
        November 9, 2004, Direct Capital Investments, Ltd. (sometimes referred to
        herein
        as “Direct Capital”), purchased 31,500,000 newly-issued shares of our common
        stock (“Common Stock”) representing approximately 90% of our capital stock
        outstanding on a fully-diluted basis. Commencing November 9, 2004 the Company
        changed its focus and was engaged in lending to and investing in a real
        estate-related opportunity. On November 19, 2004, we changed our name to
        DCI
        USA, Inc.
 
 On
        February 11, 2005, we filed with the Securities and Exchange Commission (the
        "SEC") an election to operate as a regulated business development company
        (“BDC”) under the Investment Company Act of 1940 (the "1940 Act"). On December
        5, 2005, Direct Capital voted by written consent to authorize the withdrawal
        of
        our election to be treated as a BDC. On February 22, 2006, we filed with
        the SEC
        a Notification of Withdrawal of Election to operate as a BDC. We had not
        achieved our goals of fully operating as a BDC and decided to cease operations
        as a BDC. We decided to become an operating company whose focus is to purchase
        or otherwise acquire real property, or other businesses, to be operated directly
        by us. In order to accomplish such change in business strategy, we will need
        significant additional financing which we may not be able to obtain.
 
 3
 In
        2006,
        we expanded our business focus to include the field of alternative energy.
        We
        have invested with or are in negotiations with several businesses and entities
        in our exploration of the opportunities presented in this field.
  In
        keeping with the changing operational focus of our business, in August 2006
        we
        entered into a loan, pledge and option agreement with Gunther Wind Energy,
        Ltd.
        (“Gunther”) in Israel to invest in the upgrade of an existing wind farm at Tel
        Assaniya and in the development of a new site, Nimrod. Currently, the operator
        of the Tel Assaniya wind farm — Mei Golan Wind Energy Ltd. (through its
        operating arm Avraham Melamed and Zahal Harel) — operates a 6 MW wind farm
        consisting of 10 floda turbines of 600 KW capacity. Gunther is investing
        in a
        new company called ARI (Green Wind Energy Ltd.), which will upgrade the farm
        to
        seven wind turbines with a capacity of 2.3 MW each, to be installed once
        the
        building permit is obtained. Our Agreement with Gunther provides us with
        the
        option of converting our investment into 100% ownership of Gunther upon the
        successful negotiation of an agreement between Gunther and ARI. The ARI project
        has been awarded a Clean Development Mechanism (CDM) status recently, which
        has
        been of immense value in DCI’s projects. The CDM status provides project
        developers with the additional inputs needed to make a project financially
        viable. CDM ensures social, economical, and environmental improvement of
        a land
        use project. This upgrading will be done by a company called ARI Ltd., in
        which
        both Gunther and Mei Golan Wind Energy Ltd. (through its holding in Tzahal
        Ltd.)
        will hold a stake.
 
 We
        have
        also engaged in ongoing negotiations with Senergy Ltd, an Israeli firm through
        which DCI plans to engage in solar energy projects across countries such
        as the
        United States, Israel, Spain, and Greece through various partnerships entered
        into by group company Senergy Solar Systems. DCI plans to invest $0.5 million
        to
        acquire a 60% stake in Senergy Solar Systems Ltd. (Senergy) of Israel. All
        the
        Company’s current solar energy business planning involves Senergy. If we are
        able to successfully conclude our negotiations, DCI will be in charge of
        managing fund-raising activities at Senergy and establishing strategic
        partnerships for Senergy. Senergy operates in the areas of solar heating
        and
        cooling and solar-based energy generation.
  **231
        Norman Avenue**
 
 The
        Company remains involved in the renovation and conversion of buildings to
        commercial condominiums. Our development at 231 Norman Avenue, in Brooklyn,
        New
        York is the underlying asset comprising the collateral on the loan discussed
        below. The Company believes that the construction will be completed within
        the
        next several months. Approvals needed for the commercial condominium plan
        offering have been obtained and the property is currently on the market for
        sale. The
        Company is actively involved in managing the construction, financing, and
        sales
        of the 231 Norman Avenue Project.
 
 The
        Company lent 1.37 million dollars to 231 Norman Ave, LLC (“Norman LLC”) in
        transactions more fully described in Item 6, below, in part pursuant to an
        agreement which provided the Company the option of supplanting the 100%
        membership interest holder in Norman LLC. The Company exercised this option
        as
        of November 2006 and now owns 100% interest in Norman LLC.
  In
        November 2006, the Company purchased an option to acquire an additional 20%
        interest in 231 Norman Avenue Property Development, LLC (“Norman Property LLC”)
        for $100,000. The option price was required to be paid by December 31, 2006.
        The
        option, which if exercised prior to March 30, 2007, gives the Company the
        right
        to purchase the 20% interest in exchange for 18 million shares of the Company’s
        common stock and a promissory note in the amount of $1,400,000. The promissory
        note would bear interest at the rate of 8% and is due in November 2011. The
        payment of the option price has been extended to June 30, 2007 and the exercise
        of the option has been extended to July 31, 2007.
 
 4
 Norman
        Property LLC is a New York limited liability company engaged in owning,
        developing and operating income producing real property. Norman Property
        LLC
        owns fee simple title to the real property located at 231 Norman Avenue,
        Brooklyn, New York. In March 2005, Norman Property LLC consummated a $10
        million
        refinancing and construction loan with Washington Mutual with respect to
        the
        property at 231 Norman Avenue and received capital contributions from investors
        of $1.75 million. The project at 231 Norman Avenue, the conversion of the
        existing building to condominiums, is anticipated to be completed by the
        end of
        the second quarter of 2007. As a result of the Company acquiring Norman LLC,
        the
        Company controls 30% of the membership interests of Norman Property LLC.
 
 As
        of
        December 31, 2006, substantially all of our assets consisted of our investment
        in Norman LLC, as discussed herein. We do not have any operating
        assets.
 
 **Our
        Financing Arrangements with Cornell Capital Partners, LP**
 
 On
        December 6, 2004, the Company entered into a Securities Purchase Agreement
        whereby the Company issued a $250,000 principal amount convertible debenture
        to
        Cornell Capital Partners, L.P. and the Company agreed to issue a second $250,000
        principal amount convertible debenture to Cornell Capital Partners, L.P.
        within
        five business days of filing a registration statement with the Securities
        and
        Exchange Commission. The outstanding $250,000 principal amount convertible
        debenture bears interest at 8%, matures two years from the date of issuance,
        and
        is convertible into our common stock, at the holder's option, at the lower
        of:
        (a) $.074 or (b) 77% of the lowest daily volume weighted average price for
        the
        five days immediately prior to conversion. The Company has the right to redeem
        a
        portion or all of the outstanding debenture at a price equal to $0.072. The
        Company granted Cornell Capital Partners, L.P. a security interest in all
        our
        assets. In addition, Apros and Chay, Ltd. pledged to Cornell Capital Partners
        all of its shares (a total of 48,500,000 shares) in Technoprises Ltd., an
        Israeli company. The Company has recorded a cost for the beneficial conversion
        feature granted to Cornell totaling $74,675. The beneficial conversion feature
        is reflected as a discount on the debentures and is being amortized as
        additional interest expense over the term of the debenture.
 
 On
        December 6, 2004, the Company entered into a Standby Equity Distribution
        Agreement with Cornell Capital Partners, L.P. Pursuant to the Standby Equity
        Distribution Agreement, the Company could, at its discretion, periodically
        sell
        to Cornell Capital Partners, L.P. shares of common stock for a total purchase
        price of up to $5,000,000. For each share of common stock purchased under
        the
        Standby Equity Distribution Agreement, Cornell Capital Partners, L.P. would
        have
        paid 97% of the lowest volume weighted average price of the common stock
        during
        the five consecutive trading days immediately following the notice date.
        In
        addition, the Company would have paid Cornell Capital Partners, L.P. a cash
        fee
        equal to 5% of each advance.
  Upon
        execution of the Standby Equity Distribution Agreement, the Company issued
        200,000 shares of Series a Preferred Stock to Cornell Capital Partners, L.P.
        as
        a commitment fee. In addition, the Company engaged Newbridge Securities
        Corporation, a registered broker-dealer, to advise us in connection with
        the
        Standby Equity Distribution Agreement. For its services, the Company agreed
        to
        issue Newbridge Securities Corporation shares of common stock equal to $10,000
        divided by $0.06, or 166,667 shares. In June 2006, The Company and Cornell
        agreed to terminate the agreement. The 200,000 shares of Series A Preferred
        Stock were then cancelled pursuant to an agreement under which the Company
        became obliged to issue to Cornell up to 1,500,000 shares of its Common Stock
        and grant to Cornell a put option to sell such 1,500,000 shares back to the
        Company at the price of seven and one-half cents ($0.075) per share. The
        put
        option had a duration of three (3) years and was exercisable by Cornell at
        any
        time Under the agreement, the Company also agreed that the interest rate
        under
        the Debentures would be raised from 8% to 12% per annum, retroactive to the
        original dates as of which the Debentures were issued. In addition, subject
        to
        the Company's compliance with the terms of the Waiver Agreement, Cornell
        agreed
        that, until November 2, 2006, it would (i) not convert any additional amount
        of
        the Debentures into shares of our Common Stock, and (ii) forebear from
        exercising its rights and remedies under the Debentures and the related
        documents. On December 5, 2006 Cornell provided us with notice of its exercise
        of the put option regarding 1,090,244 shares of our common stock, and at
        this
        time the Company is arranging to fulfill the terms of the put
        option.
 
 5
 On
        March
        1, 2005, we received from Cornell net proceeds of $220,000 in consideration
        of
        our issuance of a 8% Secured Convertible Debenture in the original principal
        amount of $250,000. The debenture has a term of two years, accrues interest
        at
        8% and is convertible into our Common Stock at a price per share equal to
        the
        lesser of (a) $0.36, 123% of the daily volume weighted average price of our
        Common Stock on March 22, 2005, or (b) 77% of the lowest daily volume weighted
        average price for the five days immediately prior to conversion. We have
        the
        right to redeem a portion or the entire outstanding debenture at a price
        equal
        to $0.35, 120% of the daily volume weighted average price of our Common Stock
        on
        March 22, 2005. In November 2006, however, four parties purchased the Debentures
        from Cornell, under terms including an agreement that that the Debentures
        would
        no longer be secured by a lien on any of the Company’s assets, that the due date
        of the Debentures shall be June 4, 2007, and that the interest rate on the
        Debentures shall be eight percent (8%) per annum until the due date, increasing
        to fourteen (14%) per annum until such time as the Debentures are paid in
        full.
 
 **Employees**
 
 We
        currently do not have any employees other than our officers.
 
 **Risk
        Factors**
 
 The
        reader should carefully consider each of the risks described below. If any
        of
        the following risks develop into actual events, our business, financial
        condition or results of operations could be materially adversely affected
        and
        the trading price of the Common Stock could decline significantly.
  **We
        Are No Longer A BDC**
  We
        are no
        longer a business development company and our plan of operations is to expand
        our business focus to include the field of alternative energy. We also 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**
 
 Prior
        to
        this offering, 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.
 
 6
 **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 (the "OTCBB")
        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 30,952,997 shares of our
        Common Stock and has the option to purchase an additional 3,150,000 shares
        from
        Direct Capital. He has beneficial ownership of approximately 52 % of our
        outstanding Common Stock as of April 27, 2007. 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.
 
 **Our
        Investments May Not Generate Sufficient Income to Cover Our
        Operations**
 
 Currently,
        our only substantial asset is our 30% interest in 231 Norman Avenue Property
        Development, LLC. Although we anticipate receiving net proceeds from this
        and
        our other endeavors 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.
 
 7
 **The
        Sale or Availability for Future Sale of Substantial Amounts of our Common
        Stock
        could Adversely Affect our Stock Price**
 
 As
        of
        April 27, 2007, there were 59,420,806 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. 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.
  **Item
        2.**  **Description
        of Property.**
  The
        Company leases office space at 8 Bond Street, Great Neck, New York at a rent
        of
        $2,300 per month pursuant to a two-year lease which commenced on July 1,
        2005.
  **Item
        3.**  **Legal
        Proceedings.**
  Not
        Applicable.
 
 **Item
        4.**  **Submission
        of Matters to a Vote of Security Holders.**
  Not
        Applicable **.**
  **Item
        5.**  **Market
        for Common Equity, Related Stockholder Matters and Small Business Issuer
        Purchases of Equity Securities.**
  Our
        Common Stock is quoted on the OTC Bulletin Board under the trading symbol
        "DCIU". The prices set forth below reflect the quarterly high and low sale
        information for shares of our Common Stock during the period since the Common
        Stock began trading. These quotations reflect inter-dealer prices, without
        retail markup, markdown or commission, and may not represent actual
        transactions.
 
 2006
                  Quarter Ended
              High
                  Price
              Low
                  Price12/31/2006
              $0.04
              $0.049/30/2006
              0.02
              0.016/30/2006
              0.05
              0.053/31/2006
              0.05
              0.05
 
 
 2005
                  Quarter Ended
              High
                  Price
              Low
                  Price12/31/2005
              $0.05
              $0.049/30/2005
              0.10
              0.056/30/2005
              0.75
              0.053/31/2005
              0.75
              0.05
 
 As
        of
        April 27, 2007, there were 133 holders of record of our Common
        Stock.
 
 Our
        Common Stock is covered by an SEC rule that imposes additional sales practice
        requirements on broker-dealers who sell such securities to persons other
        than
        established customers and accredited investors, which are generally institutions
        with assets in excess of $5,000,000, or individuals with net worth in excess
        of
        $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their
        spouse. For transactions covered by the rule, the broker-dealer must make
        a
        special suitability determination for the purchaser and transaction prior
        to the
        sale. Consequently, the rule may affect the ability of broker-dealers to
        sell
        our securities, and also may affect the ability of purchasers of our stock
        to
        sell their shares in the secondary market. It may also cause fewer
        broker-dealers to be willing to make a market in our common stock, and it
        may
        affect the level of news coverage we receive.
 
 8
 We
        have
        not declared or paid any cash dividends on our Common Stock since our inception,
        and our Board of Directors currently intends to retain all earnings for use
        in
        the business for the foreseeable future. Any future payment of dividends
        will
        depend upon our results of operations, financial condition, cash requirements,
        and other factors deemed relevant by our Board of Directors.
 
 The
        following table provides information as of December 31, 2006 about our equity
        compensation arrangements. We did not have any equity compensation arrangements
        as of December 31, 2006.
 Plan
                  Category
              
              (a)
                Number
                  of securities to be issued upon exercise of outstanding options,
                  warrants
                  and rights
              
              (b)
                Weighted-average
                  exercise price of outstanding options, warrants and rights
              
              (c)
                Number
                  of securities remaining available for future issuance under equity
                  compensation plans (excluding securities reflected in column
                  (a))Equity
                  compensation plans approved by security holders
              
              -0-
              
              -0-
              
              -0-Equity
                  compensation plans not approved by security holders
              
              -0-
              
              -0-
              
              -0-Total
              
              -0-
              
              -0-
              
              -0-
  **Recent
        Sales of Unregistered 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
        in
        the principal amount of up to $300,000, the form of which note (the “Ofir Note”)
        is filed as Exhibit 10.09 to this annual report. 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.
        We believe that our issuance of the Ofir Note, and our 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) the Securities Act of 1933, as amended.
 
 9
 On
        September 29, 2006, Jonathan Rigbi purchased 6,000,000 shares of the Company’s
        common stock, and Gad Ichaki converted the principal and accrued interest,
        $103,200, of convertible notes into 2,064,000 shares of common stock.
 
 In
        October 2006, Paget Worldwide holding Corp (“Paget”), holder of a Convertible
        Promissory Note deposited with DCI USA, Inc (the “Company”), the principal
        amount of which was $200,000, converted the principal amount of the Note
        into
        restricted shares of DCI USA Common Stock, par value $.001 per share, at
        a
        conversion rate of $.05 per share (the “Common Stock”), for a total of four
        million (4,000,000) shares.
  **Item
        6.**  **Management's
        Discussion and Analysis or Plan of Operations.**
  **Plan
        of Operations**
  We
        intend
        to continue to develop real estate, and have begun to focus on opportunities
        in
        the field of alternate energy. In order to do so, we will need additional
        financing which we may not be able to obtain.
 
 **Financial
        Condition and Results of Operations**
  **Comparison
        of the results of operations: year ended December 31, 2006 to year** **Ended
        December 31, 2005**
 
 We
        incurred a net loss of $535,333 during the year ended December 31, 2006 compared
        to a net loss of $479,178 during the year ended December 31, 2005. Our total
        expenses decreased from $691,674 in 2005 to $686,612 in 2006 primarily because
        (1) of increased general and administrative expenses (2) of increased interest
        expenses during 2006 relating to our debts which we did not have prior to
        that
        year, offset by a decrease in professional fees.
 
 Our
        total
        revenues decreased to a total of $ 160,391 in 2006 from $200,153 in 2005.
        We
        attribute this to non-recurring consulting fees earned in 2005 and the
        acquisition and consolidation of 231 Norman, whose interest on loans receivable
        was therefore no longer included in revenues after November 14,
        2006.
  In
        2005,
        we recorded a gain on loan assignment of $62,596 in connection with our
        assignment of the Apros and Chay Loan to Technology Spin Off Systems, LLC.
        Also
        in 2005, we recorded a net loss on investment of $50,253 in connection with
        the
        sale of our 20% ownership interest in Bartram back to Bartram.
  **Liquidity
        and Capital Resources**
  **Cash**
 
 Our
        cash
        as of December 31, 2006 was $74,755. We believe that we will be able to meet
        our
        cash requirements during 2007 principally through loans from our
        Chairman.
 
 10
 **Notes
        Receivable**
  The
        Company holds a promissory note made by 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, provided for quarterly payments of only interest
        at
        an annual interest rate of 12%.
 
 **** On
        November 30, 2004, the Company lent $600,000 to Norman LLC. Interest on the
        $600,000 loan accrues at the rate of 12% per annum, and was 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 had the
        right
        to extend the maturity date of the $600,000 loan to Norman LLC to June 15,
        2007.
        However, the exercise of by the Company of its option to replace the 100%
        membership interest holder of 231 Norman rendered the latter a wholly-owned
        subsidiary of the Company, and the Subsidiary is not paying on the
        note.
 
 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 2007. See Item 5, “Market for Common
        Equity, Related Stockholder Matters and Small Business Issuer Purchasers
        of
        Equity Securities - Recent Sales of Unregistered Securities ” **.**
 
 We
        will
        need additional financing to expand our business, to carry out our business
        plan
        and to reduce our debt. There is no assurance that we will be able to obtain
        additional financing in sufficient amounts or on acceptable terms when
        needed, and our inability to obtain sufficient financing will
        adversely  affect our operating results and prospects.
 
 **Notes
        Payable**
 
 As
        of
        December 31, 2006, our notes payable consisted of the following:
  A
        promissory note payable to Hypothecators Mortgage Company (“Hypothecators”)
        totaling $400,000. The promissory note accrues interest at the rate of 15%
        per
        annum and was due June 15, 2006. The note was extended to October 31, 2006.
        The
        Company entered into an arrangement with Hypothecators whereby the Company
        would
        make monthly payments of $50,000 of principal and interest though October
        2007.
        The Company made the first two payments pursuant to the agreement in February
        and March 2007.
 
 In
        addition, on November 1, 2006, four parties acquired the debentures in the
        principal amount of $250,000 and $236,500 (the “Debentures”) previously held by
        Cornell Capital Partners LP. Concurrently with such acquisitions the Company
        and
        such individuals entered into a Debenture Modification Agreement wherein
        the
        parties modified certain terms of the Debentures. Specifically, the parties
        agreed that the Debentures will no longer be secured by a lien on any of
        the
        Company’s assets ,
        that
        the due date of the Debentures shall be June 4, 2007, and that the interest
        rate
        on the Debentures shall be eight percent (8%) per annum until the due date,
        increasing to fourteen (14%) per annum until such time as the Debentures
        are
        paid in full .
        At
        December 31, 2006, there was $600,000 outstanding on the Debentures. In
        addition, the interest payment required for the period ended December 31,
        2006
        was not paid timely. As such, the Debentures were in default at that time.
        None
        of the Debenture holders have sought to enforce any of the default provisions
        to
        date.
  In
        addition, in October 2006, the Company initiated a convertible note offering
        whereby the Company would issue up to $1,300,000 of convertible notes. The
        notes
        incur interest at the rate of 10% per annum, payable quarterly, and are due
        November 25, 2007. The notes can be converted at anytime at the option of
        the
        note holder at a conversion price of $.05 per share, plus an adjustment based
        upon the profitability of Norman Property LLC (at December 31, 2006 the exercise
        price would have been $.05). The Company can force conversion of the notes
        anytime the shares are registered and the average computed market price is
        greater than 250% of the conversion price. The Company measured for a beneficial
        conversion feature on the date of issuance and on December 31, 2006 and
        determined there to be no beneficial conversion feature on those dates. Since
        the conversion price can vary over time based on the profitability of Norman
        Property LLC, the Company is required to determine whether a beneficial
        conversion feature exists for each reporting period the notes are outstanding.
        At December 31, 2006, there were $465,000 in convertible notes outstanding.
        The
        Company did not make the first quarterly payment of interest timely, causing
        a
        default on the notes. The interest payment was made during January 2007.
        None of
        the note holders has notified the Company of their intention to exert any
        of
        their rights regarding this default.
 
 11
 **Item
        7.**  **Financial
        Statements.**
  The
        financial information required by this item is set forth beginning on page
        F-1
        following the signature page.
  **Item
        8.**  **Changes
        in and Disagreements with Accountants on Accounting and Financial
        Disclosure.**
  Not
        Applicable.
  **Item
        8A. Controls and Procedures.**
  Our
        management, including our chief executive officer and president and our chief
        financial officer, have conducted an evaluation of the effectiveness of our
        disclosure controls and procedures (as defined in Rule 13a-15(e) under the
        Securities and Exchange Act of 1934) as of December 31, 2006.
  During
        our fiscal quarter ended December 31, 2006, we failed to file a Form 8-K
        to
        disclose our untimely filing of our Report on Form 10-QSB for the Quarter
        ended
        September 30, 2006. Notwithstanding our failure to file such Form 8-K, we
        believe that our disclosure controls and procedures are effective, as the
        filing
        was made on the due date, but was untimely by several hours, a delay occasioned
        by severe document backups, outside of our control, at the EDGAR filing service
        we use.
  Based
        upon their evaluation, our chief executive officer and president and our
        chief
        financial officer have concluded that our disclosure controls and procedures
        are
        effective for timely gathering, analyzing and disclosing the information
        we are
        required to disclose in our reports filed under the Exchange Act.
  There
        have been no significant changes made in our internal controls or in other
        factors that could significantly affect our internal controls subsequent
        to that
        evaluation date or during the fourth quarter of 2006.
 
 12
  **PART
        III**
  **Item
        9.**  **Directors,
        Executive Officers, Promoters and Control Persons; Compliance with Section
        16(a)
        of the Exchange Act.**
  The
        following table sets forth information with respect to the directors and
        executive officers of the Company.
 
 Name
                  of Individual
              
              Age
              
              Position
                  with the CompanyJonathan
                  Ilan Ofir
              
              43
              
              Chairman
                  and Chief Executive OfficerMichael
                  Gibbs
              
              69
              
              Chief
                  Financial OfficerMarc
                  Narboni
              
              48
              
              DirectorGregory
                  Bitterman
              
              45
              
              DirectorSeth
                  Yakatan
              
              35
              
              Director
  All
        directors hold office until the next annual meeting of stockholders or the
        election and qualification of their successors. Our directors do not receive
        any
        compensation for their services as members of the Board of Directors, but
        are
        entitled to reimbursement for expenses incurred in connection with their
        attendance at Board of Directors’ meetings. Officers are appointed by the Board
        of Directors and each executive officer serves at the discretion of the Board
        of
        Directors. We do not have any standing committees of our Board of Directors
        at
        this time. There is no family relationship among the above directors and
        officers.
  None
        of
        our directors, officers, affiliates or promoters have, within the past five
        years, filed any bankruptcy petition, been convicted in or been the subject
        of
        any pending criminal proceedings, or is the subject or any order, judgment
        or
        decree involving the violation of any state or federal securities
        laws.
  The
        following is a brief account of the education and business experience of
        each
        director and executive officer during the past five years, and any other
        directorships held in reporting companies.
  Jonathan
        Ilan Ofir has been our Chairman and Chief Executive Officer since March 11,
        2005. Mr. Ofir was instrumental in obtaining and financing the property located
        at 231 Norman Avenue. He has been the President of Gunther Franz, Inc., an
        investment company involved in real estate holdings, since January 1997.
        Since
        April 2002 to the present, Mr. Ofir has been the co- manager of Power Equity
        Management, LLC, a private company involved in real estate transactions and
        investments. From 1994 through 1997, Mr. Ofir was Chairman and President
        of
        Catalana Ban 58 Inc., one the largest shirt manufacturers and textile companies
        in Israel. From 1994 through 1997, Mr. Ofir founded and directed Teno Direct
        Investments Ltd., a company focused on investing in opportunities that would
        benefit from capital, changes in management and rationalizing operations
        through
        mergers and strategic alliances. Mr. Ofir received an MBA in International
        Finance, in 1990 and a BA in Statistics and Economics in 1989 from Hebrew
        University, Jerusalem, Israel.
  Michael
        Gibbs, our Chief Financial Officer from March 11, 2005 until his retirement
        on
        March 31, 2007, was also a director from February 11, 2005 until March 11,
        2005.
        Mr. Gibbs is the President of Page Mill Corporation, a. business consulting
        firm, which he began in 1971. Since 1999, Mr. Gibbs has consulted to certain
        privately owned businesses, including the largest freight airline in Florida.
        From September 1996 to April 1999, he was President, Chief Executive Officer
        and
        Chairman of the Board of Directors of Compass Plastics Corporation and its
        predecessor, a manufacturer of television and computer cabinets and related
        items. Mr. Gibbs began his business career in 1964 with the international
        business consulting firm of Booz Allen & Hamilton and spent five years as
        Vice President of Corporate Planning for ReLiance Holdings Corporation
        (formerly, Leas co Corporation), a New York Stock Exchange company, before
        becoming an independent entrepreneur and business advisor in 1973. For the
        past
        32 years, Mr. Gibbs has served as a financial and business advisor to third
        parties in the identification, financing, acquisition and operation of
        approximately 45 businesses, and has participated as a principal stockholder,
        executive officer and director in certain of such businesses. Mr. Gibbs received
        a BS degree in Engineering from the University of Alabama in 1957 and a Masters
        degree in Industrial Management from New York Polytechnic Institute in 1965.
 
 13
 Marc
        Narboni, a director of the Company since February 11, 2005, studied Talmudic
        law
        at a yeshiva in Jerusalem from March 2000 through September 2001. From April
        2001 until present Marc has served as co-founder and Chief Executive Officer
        of
        Einsof capital, an investment company which invests in real estate and equities.
        He also holds a BA in hotel and business management. Mr. Narboni is a member
        of
        our audit committee.
 
 Gregory
        Bitterman, a director of the Company since February 11, 2005, has been of
        counsel to the law firm of Aron J. Broder and Jonathon Reiter, where he focuses
        on plaintiff litigation. Mr. Bitterman has been of counsel at such firm since
        1992. Mr Bitterman received a law degree from Case Western University School
        of
        law in 1985. Mr. Bitterman is a member of our audit committee.
 
 Seth
        Yakatan, a director of the Company, worked with Union Bank of California,
        N.A.,
        in the media and telecommunications group from June 1996 until April 2001.
        While
        there, he completed numerous debt financings while placing subordinated debt
        and
        private equity into several portfolio companies on behalf of the bank. Since
        April 2001 as a Co-Founder of Kaman, Mr. Yakatan has successfully managed
        sell-side M&A engagements for companies in the Life Sciences. Mr. Yakatan
        holds a MBA in Finance from the University of California, Irvine and a BA
        in
        History and Public Affairs from the University of Denver. Mr. Yucatan is
        a
        member of our audit committee.
 
 **Audit
        Committee Financial Expert**
 
 Our
        Audit
        Committee consists of the following members: Messrs. Narboni, Bitterman and
        Yakatan. Mr. Yakatan is our audit committee financial expert and is
“independent” as defined in Item 7(d)(3)(iv) of Schedule 14A under the
        Securities Exchange Act of 1934.
  **Section
        16(a) Beneficial Ownership Reporting Compliance.**
 
 Section
        16(a) of the Securities Exchange Act of 1934 requires officers and Directors
        of
        the Company and persons who own more than ten percent of a registered class
        of
        the Company’s equity securities to file reports of ownership and changes in
        their ownership with the Securities and Exchange Commission, and forward
        copies
        of such filings to the Company. Based on the copies of filings
 received
        by the Company, during the most recent fiscal year ended December 31, 2005,
        the
        directors, officers, and beneficial owners of more than ten percent of the
        equity securities of the Company registered pursuant to Section 12 of the
        Exchange Act have filed all forms on a timely basis. All other Forms 3, 4,
        and 5
        and any amendments thereto, were filed on a timely basis.
 
 **Item
        10. Executive Compensation.**
  The
        following table provides certain information about the compensation which
        we
        paid to our Chief Executive Officer and other officers, none of whom were
        paid
        at least $100,000, in 2006.
  SUMMARY
        COMPENSATION TABLE
  Name
                and
                Principal
                Position
                (a)
              Year
                (b)
              Salary
                ($)
                I
              Bonus
                ($)
                (d)
              Stock
                Awards
                ($)
                (e)
              Option
                Awards
                ($)
                (f)
              Non-Equity
                Incentive
                  Plan
                Compensation
                ($)
                (g)
              Change
                  in
                Pension
                  Value
                and
                Nonqualified
                Deferred
                Compensation
                Earnings
                ($)
                (h)
              All
                  Other
                Compensation
                ($)
                (i)
              Total
                ($)
                (j)Jonathan
                  Ilan Ofir, CEO
              2006
              5000
                  per month
              0
              0
              0
              0
              0
              $0
              30,000Michael
                  Gibbs, CFO
              2006
              2,000
                  per month
              0
              0
              0
              0
              0
              0
              24,0002005
  **Incentive
        Plans**
  We
        have
        not adopted any stock option or incentive plans.
  **Option
        Grants in Last Fiscal Year**
 
 As
        referenced in “ **Notes
        Payable** ”,
        above,
        Jonathan Ilan Ofir, our Chairman and Chief Executive Officer, was issued
        as of
        March 1, 2006 a convertible promissory note in the principal amount of up
        to his
        loan to us of $300,000, the form of which note (the “Ofir Note”) is filed as
        Exhibit 10.09 to this annual report. The maximum amount which may be outstanding
        under the Ofir Note at any given time is not permitted to exceed $300,000,
        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.
        We believe that our issuance of the Ofir Note, and our 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) the Securities Act of 1933, as
        amended.
  
 **Option
        Grants In Last Fiscal Year (2006)**
  Number
                  of
              
              %
                  ofSecurities
              
              Total
                  OptionsUnderlying
              
              Granted
                  toEmployees
              
              in
                  Exercise
              
              ExpirationYear
              
              Granted(1)
              
              Fiscal
                  Year
              
              Price
              
              DateNA.
              
              
              2006
              
              
              -0-
              
              
              -0-
              
              
              N/A
              
              
              N/A
 
  14
 
 **Aggregated
        Option Exercises in Last Fiscal Year****and
        Fiscal Year-End Option Values**
 
 During
        2006, none of our officers or directors exercised any options to purchase
        shares
        of Common Stock. Jonathan Ilan Ofir held certain stock options as of December
        31, 2006. The
        following table sets forth, for our officers and directors, the number and
        value
        of vested and unvested options held as of December 31, 2006 and the value
        of any
        in-the-money stock options, vested and unvested, as of such date.
   **Option
        Value at December 31, 2006**
 Underlying
                      Unexercised Options
                    at
                      December 31, 2006
                  
                  Value
                      of Unexercised In-The-Money
                    Options
                      at December 31, 2006Exercisable
                  
                  Unexercisable
                  
                  Exercisable
                  
                  UnexercisableJonathan
                      Ilan Ofir
                  
                  
                  6,000,000
                  
                  
                  -0-
                  
                  $
                  300,000
                  
                  
                  N/A
  The
        last
        sale price of the Common Stock was $ 0.07
        on
        April 27, 2007.
  **Employment
        Agreements.**
 
 Jonathan
        Ilan Ofir entered a contract of employment with us as of July 2006, receiving
        $5000 per month pursuant to its terms. By agreement with the Company, Michael
        Gibb received $2,000 per month as compensation for his services, although
        this
        was not a written agreement.
 
 **Item
        11. Security Ownership of Certain Beneficial Owners and Management and Related
        Stockholder Matters.**
  We
        had
        59,420,806 shares of Common Stock outstanding as of April 27, 2007. The
        following table sets forth certain information regarding the beneficial
        ownership of our Common Stock as of April 27, 2007 by (i) each person who,
        to
        our knowledge, beneficially owns more than 5% of our Common Stock; (ii) each
        of
        our current directors and executive officers; and (iii) all of our current
        directors and executive officers as a group: ****
  **Officers,
                  Directors**
                **and
                  5%********Stockholders**
              
              **Title
                  of Class**
              
              **No.
                  of Shares**
              
              **Percentage****Ownership**Jonathan
                  Ilan Ofir
              
              
              Common
              
              
              30,952,997
              
              
              52%Jonathan
                  Rigbi
              
              
              Common
              
              
              6,000,000
              
              
              10Gregory
                  Bitterman
              
              
              Common
              
              
              -0-Michael
                  Gibbs
              
              
              Common
              
              
              -0-Marc
                  Narboni
              
              
              Common
              
              
              -0-Seth
                  Yakatan
              
              
              Common
              
              
              -0-Paget
                Worldwide
                Holdings
              
              
              Common
              
              
              4,000,000
              
              
              6.7DCI
                Ltd.
              
              
              Common
              
              
              3,150,000
              
              
              5.3All
                  directors and executive officers as a group (6 persons)
  _______________
  The
        address of each individual listed in the foregoing table is c/o the Company
        at 8
        Bond Street, Great Neck, New York 11021.
 
 15
  **Item
        12** .
        Certain
        Relationships and Related Transactions
 
 On
        March
        7, 2005, 231 Norman Avenue Property Development, LLC increased its
 equity
        to
        approximately $3,500,000 by bringing in an additional equity member and closed
        on a $10 million loan with Washington Mutual Bank. The loan was done to satisfy
        all prior loans affecting title to the real estate located at 231 Norman
        Avenue,
        Brooklyn, New York and to begin renovations at the property to construct
        commercial lofts and retail space. As a result of this transaction, the equity
        interest of 231 Norman Avenue, LLC in 231 Norman Avenue Property Development,
        LLC decreased from 60% to 30% and 231 Norman Avenue, LLC is now 100% owned
        by
        the Company.
 
 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
        in
        the principal amount of up to $300,000, the form of which note (the “Ofir Note”)
        is filed as Exhibit 10.09 to this annual report. 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.
        Jonathan Rigbi, the purchaser of 6,000,000 shares of our common stock, is
        married to the mother of Jonathan Ilan Ofir.
  Our
        loans
        to 231 Norman LLC of an aggregate of $1,370,000 as discussed more fully in
        Note
        4 to the Consolidated Financial Statements attached hereto, were secured
        by the
        100% interest of the sole member of 231 Norman; as of November 2006, we
        exercised our option to assume a 100% membership interest in 231
        Norman.
 
 
 **Item
        13. Exhibits.**
   Exhibit
                  No.
              
              Description
              
              Where
                  Found3.1
              
              Articles
                  of Incorporation, as amended
              
              Form
                  10-SB, filed with the SEC on July 25, 2000 and filed with the Schedule
                  14C
                  filed on October 13, 20043.2
              
              Bylaws
              
              Form
                  10-SB, filed with the SEC on July 25, 200010.1
              
              Assignment
                  of Obligations under Promissory Note and Indemnification Agreement,
                  dated
                  November 29, 2004, by and between DCI USA, Inc. and 231 Norman
                  Avenue
                  Property Development, LLC relating to Elliot Rubin.
              
              8-K,
                  filed with the SEC on December 3, 200410.2
              
              Modification
                  Agreement dated November 30, 2004, between 231 Norman Avenue, LLC
                  and DCI
                  USA, Inc.
              
              8-K,
                  filed with the SEC on December 3, 200410.3
              
              Standby
                  Equity Distribution Agreement dated as of December 13, 2004 between
                  Cornell Capital Partners, LP and DCI USA, Inc.
              
              8-K,
                  filed with the SEC on December 16, 200410.4
              
              Modification
                  Agreement dated as of December 31, 2004 among DCI USA, Inc., Direct
                  Capital Investments, Ltd. and Apros and Chay MB Ltd.
              
              8-K,
                  filed with the SEC on January 6, 200510.5
              
              Demand
                  Promissory Note dated as of December 31, 2004 by DCI USA, Inc.
                  in the
                  original principal amount of $95,000 payable to Direct Capital
                  Investments, Ltd.
              
              8-K,
                  filed with the SEC on January 6, 200510.6
              
              Note
                  dated March 7, 2005 between DCI USA, Inc. and NY2K, Inc.
              
              8-K,
                  filed with the SEC on March 15, 200510.7
              
              Forbearance
                  and Modification Agreement dated as of March 31, 2005 by and between
                  231
                  Norman Avenue, LLC and DCI USA,
                Inc.
              
              Form
                  10-KSB, filed with the SEC on April 15, 200510.8
              
              Promissory
                  Note, dated as of July 5, 2005, from Bartram Holdings, Inc. to
                  the Company
                  in the amount of $70,000
              
              Form
                  10-Q/A filed with the SEC on August 29, 200510.9
              
              Convertible
                  Promissory Note, dated as of March 1, 2006, from DCI USA, Inc.
                  to Jonathan
                  Ilan Ofir in the amount of up to $300,000.
              
              Form
                  10-KSB, filed with the SEC on March 31, 200610.10
              
              Unregistered
                  Sales of Equity Securities to Jonathan I. Ofir, Jonathan Rigbi
                  and Gad
                  Ithaki
              
              8-K,
                  filed with the SEC on October 2, 200610.11
              
              Reg.
                  FD Disclosure: Announcement of Intent to Invest in Clean Energy
                  Wind
                  Turbine Farm
              
              8-K,
                  Filed with the SEC on September 20, 200610.12
              
              Announcement
                  of Entry into a Purchase and Strategic Relationship Agreement with
                  Senergy, Inc.
              
              8-K
                  filed with the SEC on February 1, 200723.1
              
              Consent
                  ofSeligson
                  & Giannattasio, LLP
              
              Filed herewith31.1*
              
              Certification
                  of Chief Executive Officer required by Rule 13a-14(a) under the
                  Exchange
                  Act.
              
              Filed
                  herewith31.2*
              
              Certification
                  of Chief Financial Officer required by Rule 13a-14(a) under the
                  Exchange
                  Act.
              
              Filed
                  herewith32.1*
              
              Certification
                  of Chief Executive Officer pursuant to 18 U.S.C. Section 1350,
                  as adopted
                  pursuant to Section 906 of Sarbanes-Oxley Act of 2002.
              
              Filed
                  herewith32.2*
              
              Certification
                  of Chief Financial Officer pursuant to 18 U.S.C. Section 1350,
                  as adopted
                  pursuant to Section 906 of Sarbanes-Oxley Act of 2002.
              
              Filed
                  herewith
 
 Numbers
        with (*) indicate exhibits that are filed herewith.
  16
  **Item
        14. Principal Accountant Fees and Services.**
  **Fees
        Paid to Principal Accountant**
  Since
        January 27, 2005, Seligson & Giannattasio LLP has been serving as our
        principal accountant. During fiscal year 2006 and fiscal year 2005, the
        aggregate fees which were billed to us by our principal accounting firm for
        professional services were as follows:
  Fiscal
                  Year EndedDecember
                  31, 2006
              
              December
                  31, 2005Audit
                  Fees
              
              $
              40,000
              
              
              30,000Audit-Related
                  Fees
              
              $
              -0-
              
              
              -0-Tax
                  Fees
              
              $
              1,000
              
              
              1,000All
                  Other Fees
              
              $
              -0-
              
              
              -0-
  During
        2006, we made total payments of $52,150 to Seligson & Giannattasio
        LLP.
  **Audit
        Committee Pre-Approval of Audit and Permissible Non-Audit Services of
        Independent Registered Public Accounting Firm.**
  As
        of
        December 31, 2006, we had established a formal documented pre-approval policy
        for the fees of our principal accountant.
 17
  **SIGNATURES**
  Pursuant
        to the requirements of Section 13 or 15(d) of the Securities Exchange
        Act of 1934, the registrant has duly caused this report to be signed on its
        behalf by the undersigned, thereunto duly authorized **.**
  DCI
                  USA, Inc.Date:
                May 3, 2007
              By:
              /s/ Jonathan
                Ilan OfirJonathan
                  Ilan OfirChief
                  Executive Officer
   18
  Pursuant
        to the requirements of Section 13 or 15(d) of the Securities Exchange Act
        of
        1934, the registrant has duly caused this report to be signed on its behalf
        by
        the undersigned, thereunto duly authorized.
  DCI
                USA,
                Inc.Date: May 3, 2007
              By:
              /s/ Jonathan
                RigbiChief
                Financial Officer
  19
 
 Signature
            
            DateMay 3,
                2007/s/
                Jonathan Ilan OfirChairman
                and Chief Executive OfficerMay 3,
                2007/s/
                Marc NarboniDirectorMay
                3,
                2007/s/
                Gregory BittermanDirectorMay
                , 2007Seth
                YakatanDirector  In
        accordance with the Exchange Act, this report has been signed below by the
        following persons on behalf of the registrant and in the capacities and on
        the
        dates indicated.


20




REPORT
      OF
      THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM




To
      the
      Stockholders and


Board
      of
      Directors


DCI
      USA,
      Inc.





We
      have
      audited the accompanying balance sheet of DCI USA, Inc. as of December 31,
      2006,
      the related statements of operations, changes in stockholders’ equity and cash
      flows for the two years then ended. These financial statements are the
      responsibility of the Company’s management. Our responsibility is to express an
      opinion on these financial statements based on our audit.





We
      conducted our audits in accordance with the standards of the Public Company
      Accounting Oversight Board (United States). Those standards require that we
      plan
      and perform the audits to obtain reasonable assurance about whether the
      financial statements are free of material misstatement. An audit includes
      examining, on a test basis, evidence supporting the amounts and disclosures
      in
      the financial statements. An audit also includes assessing the accounting
      principles used and significant estimates made by management, as well as
      evaluating the overall financial statement presentation. We believe the audits
      provide a reasonable basis for our opinion.





In
      our
      opinion, the financial statements referred to above present fairly, in all
      material respects, the financial position of DCI USA, Inc. as of December 31,
      2006, and the result of its operations and its cash flows for the year then
      ended in conformity with accounting principles generally accepted in the United
      States of America.










Seligson
      & Giannattasio, LLP


White
      Plains, NY


April
      14,
      2007





F-1


DCI
      USA, INC. AND SUBSIDIARY


CONSOLIDATED
      BALANCE SHEET





**ASSETS**December
                31, 2006Current
                Assets:Cash
            
            $
            74,755Prepaid
                expense
            
            
            8,002Interest
                receivable-related party
            
            
            8,798Loan
                receivable- related party
            
            
            55,000Loan
                receivable - Gunther
            
            
            630,000Note
                receivable- net of discount
            
            
            142,485Total
                current assets
            
            
            919,040Fixed
                assets, net
            
            
            3,225Investment
                in 231 NAPD
            
            
            1,355,998Noncurrent
                notes receivable
            
            
            70,000**Total
                assets**
            
            
            **2,348,263****LIABILITIES
                & STOCKHOLDERS' EQUITY****Current
                Liabilities:**Loan
                payable - Hypothicators
            
            $
            400,000Accounts
                payable
            
            
            63,200Accrued
                interest
            
            
            20,620Amount
                due on option to repurchase common stock
            
            
            81,768Convertible
                notes
            
            
            465,000Convertible
                debentures
            
            
            600,000Total
                current liabilities
            
            
            1,630,588Amount
                due on option to repurchase common stock
            
            
            30,732**Total
                liabilities**
            
            
            **1,661,320****STOCKHOLDERS'
                EQUITY**Preferred
                Stock, par value $.001,Authorized
                1,000,000 sharesSeries
                A Preferred, 200,000 shares authorizednone
                issued and outstanding
            
            
            -Common
                stock, par value $.001,100,000,000
                shares authorized, 53,292,681shares
                outstanding
            
            
            53,292Additional
                paid-in-capital
            
            
            2,526,671Retained
                deficit
            
            
            (1,893,020
            )**Total
                stockholders' equity**
            
            
            686,943**Total
                liabilities and stockholders'****equity**
            
            **$**
            **2,348,263**




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






F-2


DCI
        USA, INC. AND SUBSIDIARY
 CONSOLIDATED
        STATEMENT OF
        OPERATIONS


**Year
                Ended December 31,****2006**
              
              **2005****Operating
                  Income**Revenue
              
              $
              -
              
              $
              19,500Interest
                  income
              
              
              160,391
              
              
              180,653**Total
                  income**
              
              
              160,391
              
              
              200,153**Expenses:**General
                  & administrative expense
              
              
              298,287
              
              
              235,491Interest
                  expense
              
              
              239,596
              
              
              179,625Professional
                  fees
              
              
              145,000
              
              
              216,651Director
                  fees
              
              
              -
              
              
              56,250Income
                  taxes
              
              
              3,729
              
              
              3,657**Total
                  expenses**
              
              
              686,612
              
              
              691,674**Loss
                  from operations**
              
              
              (526,221
              )
              
              (491,521
              )**Other
                  Income:**Gain
                  on loan assignment
              
              
              -
              
              
              (62,596
              )Net
                  (gain)/loss on investment
              
              
              9,112
              
              
              50,253**Total
                  Other Income**
              
              
              9,112
              
              
              (12,343
              )Net
                  loss
              
              
              (535,333
              )
              
              (479,178
              )Dividends
                  on preferred shares
              
              
              -
              
              
              (9,167
              )**Net
                  loss available to common shareholder**
              
              $
              (535,333
              )
              $
              (488,345
              )Basic
                  and DilutedLoss
                  per share availableto
                  common shareholder
              
              
              ($0.01
              )
              
              ($0.01
              )Weighted
                  average number ofCommon
                  Stock outstanding
              
              
              41,278,543
              
              
              35,998,665





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


F-3




DCI
      USA, INC. AND SUBSIDIARY


CONSOLIDATED
      STATEMENT OF CASH FLOWS




Preferred
                Stock
            
            Common
                Stock
            
            Additional
            
            Accumulated
            
            SubscriptionShares
            
            Amount
            
            Shares
            
            Amount
            
            Paid-in
                Capital
            
            Deficit
            
            ReceivableBalance,
                January 1, 2005
            
            
            200,000
            
            $
            200
            
            
            35,000,035
            
            $
            35,000
            
            $
            1,727,082
            
            $
            (869,342
            )
            $
            30,000Shares
                issued to officers and former officers
            
            
            -
            
            
            -
            
            
            1,125,000
            
            
            1,125
            
            
            55,125
            
            
            -
            
            
            -Beneficial
                conversion feature of debt
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            74,675
            
            
            -
            
            
            -Stock
                subscriptions satisfied
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            (30,000
            )Dividends
                on preferred stock
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            (9,167
            )
            
            -Net
                loss
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            (479,178
            )
            
            -Balance,
                December 31, 2005
            
            
            200,000
            
            
            200
            
            
            36,125,035
            
            
            36,125
            
            
            1,856,882
            
            
            (1,357,687
            )
            
            -Conversion
                of officer note and interest
            
            
            -
            
            
            -
            
            
            1,252,997
            
            
            1,252
            
            
            61,397
            
            
            -
            
            
            -Partial
                conversion of investor debt
            
            
            -
            
            
            -
            
            
            350,649
            
            
            351
            
            
            13,149
            
            
            -
            
            
            -Conversion
                of preferred stock, includingaccrued
                dividends
            
            
            (200,000
            )
            
            (200
            )
            
            1,500,000
            
            
            1,500
            
            
            7,867
            
            
            -
            
            
            -Conversion
                of investor debt to stock
            
            
            -
            
            
            -
            
            
            4,064,000
            
            
            4,064
            
            
            209,876
            
            
            -
            
            
            -Amount
                due on option to repurchasecommon
                stock
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            (112,500
            )
            
            -
            
            
            -Sale
                of common stock
            
            
            -
            
            
            -
            
            
            10,000,000
            
            
            10,000
            
            
            490,000
            
            
            -
            
            
            -Net
                loss
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            (535,333
            )Balance,
                December 31, 2006
            
            
            -
            
            $
            -
            
            
            53,292,681
            
            
            53,292
            
            $
            2,526,671
            
            
            ($1,893,020
            )
            $
            -




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


F-4


DCI
          USA,
          Inc. and Subsidiary
 Consolidated
          Statement of Stockholder’s Equity
 Years
          ended December 31, 2006 and 2005


YEAR
                  ENDEDDECEMBER
                  312006
              
              2005**Operating
                  activities:**Net
                  loss
              
              $
              (535,333
              )
              $
              (479,178
              )Adjustments
                  to reconcile net loss to netcash
                  flows from operating activitiesAmortization
                  of loan costs
              
              
              41,548
              
              
              40,000Stock
                  issuance for services
              
              
              -
              
              
              56,250Gain
                  on loan assignment
              
              
              -
              
              
              (62,596
              )(Gain)/Loss
                  on investments
              
              
              -
              
              
              50,253Loss
                  on equity investment
              
              
              9,112
              
              
              -Amortization
                  of discounts
              
              
              79,345
              
              
              68,451Depreciation
                  and amortization
              
              
              -
              
              
              -Amortization
                  of note receivable discount
              
              
              (10,735
              )
              
              -Changes
                  in operating assets and liabilitiesAccounts
                  receivable
              
              
              -
              
              
              -Prepaid
                  expenses
              
              
              9,390
              
              
              (12,502
              )Interest
                  receivable
              
              
              (2,941
              )
              
              (2,118
              )Accounts
                  payable & accrued expense
              
              
              (98,283
              )
              
              153,127Net
                  cash flows from operating activities
              
              
              (507,897
              )
              
              (188,313
              )**Investing
                  activities:**Proceeds
                  from sale of investments
              
              
              -
              
              
              131,000Purchases
                  of property and equipment
              
              
              (3,225
              )
              
              -Loans
                  to third parties
              
              
              (685,000
              )
              
              -Net
                  cash flows from Investing activities
              
              
              (688,225
              )
              
              131,000**Financing
                  activities:**Proceeds
                  from convertible notes
              
              
              1,065,000
              
              
              250,000Proceeds
                  from loan
              
              
              -
              
              
              100,000Payment
                  of loans payable
              
              
              (300,000
              )
              
              (95,000
              )Payment
                  of loan
              
              
              -
              
              
              (200,000
              )Issuance
                  of common stock, net
              
              
              500,000
              
              
              -Deferred
                  loan costs
              
              
              -
              
              
              (30,000
              )Net
                  cash flows from financing activities
              
              
              1,265,000
              
              
              25,000Increase
                  (decrease) in cash and cash equivalents
              
              
              68,878
              
              
              (32,313
              )Cash,
                  beginning
              
              
              5,877
              
              
              38,190Cash,
                  ending
              
              
              74,755
              
              $
              5,877Supplemental
                  disclosure of cash flow Information:Interest
                  Paid
              
              $
              64,000
              
              $
              49,926Income
                  Taxes Paid
              
              $
              3,729
              
              $
              3,657Noncash
                  Financing Activities:Conversion
                  of debt and related interest to equity
              
              $
              290,089
              
              $
              -




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


F-5






DCI
      USA,
      INC. AND SUBSIDIARY


NOTES
      TO
      CONSOLIDATED FINANCIAL STATEMENTS





NOTE
      1
      NATURE OF OPERATIONS





DCI
      USA,
      Inc., formerly known as Gavella Corp. ("Gavella"), was incorporated on June
      21,
      2000 in the State of Delaware. Until November 9, 2004, 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 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.





In
      November 2006, the Company acquired a 100% interest in 231 Norman Avenue LLC
      (“Norman LLC”). Norman LLC is the holder of a 30% interest in 231 Norman Avenue
      Property Development, LLC (“Norman Property LLC”).





NOTE
      2
      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES





PRINCIPLES
      OF CONSOLIDATION AND BASIS OF PRESENTATION




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





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.


F-6


DCI
      USA,
      INC. AND SUBSIDIARY


NOTES
      TO
      CONSOLIDATED FINANCIAL STATEMENTS





NOTE
      2
      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)





REVENUE
      RECOGNITION





Revenues
      have been derived primarily from the lending of funds and consist primarily
      of
      investment income. Revenues are reported as the investment income is
      earned.





CONCENTRATION
      OF CREDIT RISK





Financial
      instruments that potentially subject the Company to concentrations of credit
      risk consist principally of loan and note receivables. The Company maintains
      all
      of its cash balances in one financial institution. The balance is insured by
      the
      Federal Deposit Insurance Corporation up to $100,000. At December 31, 2006
      the
      Company had no cash balances in excess of federally insured limits, although
      the
      Company’s cash balances may have exceeded the insured limits at times during the
      year





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.





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. There were no allowances for loan losses at December
      31, 2006 and 2005.




FIXED
      ASSETS





The
      value
      of fixed assets is at historical cost as required by generally accepted
      accounting principles. Depreciation is calculated on a straight-line over the
      expected useful life of the asset as follows:


Leasehold
                  improvements
              Remaining
                  lease term or useful lifeEquipment
              5
                  to 7 yearsFurniture
                  and fixtures
              5
                  to 7 years




Fixed
      assets at December 31, 2006 are comprised of office equipment. The Company
      has
      not provided for any depreciation expense for the year ended December 31, 2006
      as the assets were purchased late in 2006 and any depreciation for the period
      would not be material.





F-7




DCI
      USA,
      INC. AND SUBSIDIARY


NOTES
      TO
      CONSOLIDATED FINANCIAL STATEMENTS





NOTE
      2
      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)





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 $41,548 and $40,000
      for
      the years ended December 31, 2006 and 2005, respectively, is included in general
      and administrative expenses. Amortization of discounts for beneficial conversion
      features of certain debt of $79,345 and $52,708 for the years ended December
      31,
      2006 and 2005 is reflected in interest expense.





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 years
      ended December 31, 2006 and 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.


F-8


DCI
      USA,
      INC. AND SUBSIDIARY


NOTES
      TO
      CONSOLIDATED FINANCIAL STATEMENTS





NOTE
      2
      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)





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 21,600,000 and 16,987,013
      potentially dilutive common shares outstanding on December 31, 2006 and 2005,
      which were excluded from the calculation of diluted earnings per share,
      consisting primarily of shares issuable upon the conversion of debt and equity
      and the exercise of stock options.





FAIR
      VALUE





The
      Company's financial instruments consist primarily of cash, notes receivable,
      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.





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. (Reference is made to Note 5 for further
      information.)





RECENTLY
      ISSUED ACCOUNTING PRONOUNCEMENTS




In
      February 2006, the FASB issued FASB Statement No. 155, “Accounting for Certain
      Hybrid Financial Instruments—an amendment of FASB Statements No. 133 and 140”
(“FASB No. 155”). FASB No. 155 amends FASB Statements No. 133, *Accounting
      for Derivative Instruments and Hedging Activities,* and No.
      140, *Accounting
      for Transfers and Servicing of Financial Assets and Extinguishments of
      Liabilities.* FASB No.
      155 resolves issues addressed in Statement 133 Implementation Issue No. D1,
      “Application of Statement 133 to Beneficial Interests in Securitized Financial
      Assets.”




F-9




DCI
      USA,
      INC. AND SUBSIDIARY


NOTES
      TO
      CONSOLIDATED FINANCIAL STATEMENTS





NOTE
      2
      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)




RECENTLY
      ISSUED ACCOUNTING PRONOUNCEMENTS (CONTINUED)




FASB
      No.
      155:






a.
            Permits
                fair value remeasurement for any hybrid financial instrument that
                contains
                an embedded derivative that otherwise would require bifurcation




b.
            Clarifies
                which interest-only strips and principal-only strips are not subject
                to
                the requirements of Statement 133




c.
            Establishes
                a requirement to evaluate interests in securitized financial assets
                to
                identify interests that are freestanding derivatives or that are
                hybrid
                financial instruments that contain an embedded derivative requiring
                bifurcation




d.
            Clarifies
                that concentrations of credit risk in the form of subordination are
                not
                embedded derivatives




e.
            Amends
                Statement 140 to eliminate the prohibition on a qualifying special-purpose
                entity from holding a derivative financial instrument that pertains
                to a
                beneficial interest other than another derivative financial
                instrument.




FASB
      No.
      155 is effective for all financial instruments acquired or issued after the
      beginning of an entity’s first fiscal year that begins after September 15, 2006.
      The fair value election provided for in paragraph 4(c) of FASB No. 155 may
      also
      be applied upon adoption of FASB No. 155 for hybrid financial instruments that
      had been bifurcated under paragraph 12 of Statement 133 prior to the adoption
      of
      FASB No. 155. Earlier adoption is permitted as of the beginning of an entity’s
      fiscal year, provided the entity has not yet issued financial statements,
      including financial statements for any interim period for that fiscal year.
      Provisions of FASB No. 155 may be applied to instruments that an entity holds
      at
      the date of adoption on an instrument-by-instrument basis.




At
      adoption, any difference between the total carrying amount of the individual
      components of the existing bifurcated hybrid financial instrument and the fair
      value of the combined hybrid financial instrument should be recognized as a
      cumulative-effect adjustment to beginning retained earnings. The
      cumulative-effect adjustment should be disclosed gross (that is, aggregating
      gain positions separate from loss positions) determined on an
      instrument-by-instrument basis. Prior periods should not be restated. The
      Company does not believe there will be any effect on the financial statements
      upon adopting FASB No. 155.




In
      March
      2006, the FASB issued FASB Statement No. 156, “Accounting for Servicing of
      Financial Assets—an amendment of FASB Statement No. 140” (FASB Statement No.
      156”). FASB No. 156 amends FASB Statement No. 140, *Accounting
      for Transfers and Servicing of Financial Assets and Extinguishments of
      Liabilities,* with
      respect to the accounting for separately recognized servicing assets and
      servicing liabilities. FASB No. 156 is effective for years beginning after
      September 15, 2006. The Company does not believe FASB No. 156 will have a
      material effect on the Company’s financial statements.




F-10








DCI
      USA,
      INC. AND SUBSIDIARY


NOTES
      TO
      CONSOLIDATED FINANCIAL STATEMENTS





NOTE
      2
      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)





RECENTLY
      ISSUED ACCOUNTING PRONOUNCEMENTS (CONTINUED)




In
      September 2006, the FASB issued Statement No. 157, “Fair Value Measurements”
(FASB No. 157”). FASB No. 157 defines fair value, establishes a framework for
      measuring fair value in generally accepted accounting principles (GAAP), and
      expands disclosures about fair value measurements. FASB No. 157 applies under
      other accounting pronouncements that require or permit fair value measurements,
      the Board having previously concluded in those accounting pronouncements that
      fair value is the relevant measurement attribute. Accordingly, this Statement
      does not require any new fair value measurements. However, for some entities,
      the application of this Statement will change current practice.




FASB
      No.
      157 is effective for financial statements issued for fiscal years beginning
      after November 15, 2007, and interim periods within those fiscal years. Earlier
      application is encouraged, provided that the reporting entity has not yet issued
      financial statements for that fiscal year, including financial statements for
      an
      interim period within that fiscal year. The Company is currently reviewing
      the
      potential effect of this statement on its financial statements.




In
      September 2006, the FASB issued Statement No. 158, “Employers’ Accounting for
      Defined Benefit Pension and Other Postretirement Plans—an amendment of FASB
      Statements No. 87, 88, 106, and 132R” (“FASB No. 158”). This Statement improves
      financial reporting by requiring an employer to recognize the overfunded or
      underfunded status of a defined benefit postretirement plan (other than a
      multiemployer plan) as an asset or liability in its statement of financial
      position and to recognize changes in that funded status in the year in which
      the
      changes occur through comprehensive income of a business entity or changes
      in
      unrestricted net assets of a not-for-profit organization. This Statement also
      improves financial reporting by requiring an employer to measure the funded
      status of a plan as of the date of its year-end statement of financial position,
      with limited exceptions.




An
      employer with publicly traded equity securities is required to initially
      recognize the funded status of a defined benefit postretirement plan and to
      provide the required disclosures as of the end of the fiscal year ending after
      December 15, 2006. The Company does not believe FASB No. 158 will have any
      material effect on its financial statements.




F-11




DCI
      USA,
      INC. AND SUBSIDIARY




NOTES
      TO
      CONSOLIDATED FINANCIAL STATEMENTS





NOTE
      3
      RESTATEMENT AND RECLASSIFICATION OF PREVIOUSLY ISSUED FINANCIAL
      STATEMENTS





The
      Company’s previously issued balance sheets, statements of operations, and cash
      flows for the calendar quarters ended March 31, 2006, June 30, 2006 and
      September 30, 2006 have been restated to correct for certain accounting errors
      in the following area:





Convertible
      debentures





The
      Company had previously recorded the debt as a conventional convertible debt.
      Following the receipt of, and responses to a comment letter from the staff
      of
      the SEC’s Division of Corporate Finance, the Company has determined that the
      beneficial conversion features should be recalculated pursuant to the guidance
      in Case 5 contained within EITF Issue 98-5. Upon the recalculation, the Company
      determined that the beneficial conversion feature was $74,675, for each of
      the
      convertible debentures.





Restatement
                Impact on Statement of OperationsFor
                the three months ended March 31, 2006 and June 30, 2006


March
                  31, 2006
              
              
              June
                  30, 2006March
                      31, 2006 As Previously Reported
              
              
              As
                  Restated
              
              
              As
                    PreviouslyReported
              
              
              As
                  RestatedOperating
                  Income
              
              $
              44,565
              
              $
              44,565
              
              $
              45,060
              
              $
              45,060Operating
                  expenses:General
                  and administrative expenses
              
              
              39,701
              
              
              39,701
              
              
              66,379
              
              
              66,379Interest
                  expense
              
              
              41,288
              
              
              45,582
              
              
              73,039
              
              
              77,333Professional
                  fees
              
              
              18,725
              
              
              18,725
              
              
              18,134
              
              
              18,134Director
                  fees
              
              
              --
              
              
              --
              
              
              --
              
              
              --Income
                  taxes
              
              
              --
              
              
              --
              
              
              2,485
              
              
              2,485Total
                  expenses
              
              
              99,714
              
              
              104,008
              
              
              160,037
              
              
              164,331Other
                  income:(Gain)
                  on loan assignment
              
              
              --
              
              
              --
              
              
              --
              
              
              --Net
                  (gain)/loss on investment
              
              
              --
              
              
              --
              
              
              --
              
              
              ----Total
                  other income
              
              
              --
              
              
              --
              
              
              --Net
                  loss
              
              
              (55,149
              )
              
              (59,443
              )
              
              (114,977
              )
              
              (119,271
              )Weighted
                  average number of common stock outstanding
              
              
              36,125,035
              
              
              36,125,035
              
              
              36,860,156
              
              
              36,860,156Basic
                  and diluted loss per share
              
              
              (0.00
              )
              
              (0.00
              )
              
              (0.00
              )
              
              (0.00
              )




F-12
 
 DCI
          USA,
          INC. AND SUBSIDIARY
 NOTES
          TO
          CONSOLIDATED FINANCIAL STATEMENTS


NOTE
                  3 Restatement and reclassification of previously issued financial
                  statements (continued)
                
                Restatement
                  Impact on Statement of Operations
                For
                    the three months ended September 30,
                    2006


September
                  30, 2006As
                  PreviouslyReported
              
              As
                  RestatedOperating
                  Income
              
              $
              45,555
              
              $
              45,555Operating
                  expenses:General
                  and administrative expenses
              
              
              71,996
              
              
              71,996Interest
                  expense
              
              
              42,921
              
              
              47,215Professional
                  fees
              
              
              14,173
              
              
              14,173Total
                  expenses
              
              
              129,090
              
              
              133,384Other
                  income:(Gain)
                  on loan assignment
              
              
              --
              
              
              --Net
                  (gain)/loss on investment
              
              
              --
              
              
              --Total
                  other income
              
              
              --
              
              
              --Net
                  loss
              
              
              (83,535
              )
              
              (87,829
              )Basic
                  and diluted loss per share
              
              
              ($.00
              )
              
              ($.00
              )Weighted
                  average number of common sharesoutstanding
              
              
              40,062,108
              
              
              40,062,108






F-13


DCI
      USA,
      INC. AND SUBSIDIARY


NOTES
      TO
      CONSOLIDATED FINANCIAL STATEMENTS





NOTE
      4
      NOTES RECEIVABLE TO AFFILIATES





NORMAN
      LLC





The
      Company holds a promissory note made by 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 only interest
      at
      an annual interest rate of 12%.





On
      November 30, 2004, the Company lent $600,000 to Norman LLC. Interest on the
      $600,000 loan accrues at the rate of 12% per annum, and is payable every three
      months on the 25th day of the month. The outstanding principal and all accrued
      interest thereon is due and payable on June 15, 2006. The Company had 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 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.
      In November 2006, the Company entered into an agreement whereby it acquired
      all
      the membership interests outstanding of Norman LLC.





Norman
      Property LLC is a New York limited liability company engaged in owning,
      developing and operating income producing real property. Norman Property LLC
      owns fee simple title to the real property located at 231 Norman Avenue,
      Brooklyn, New York. In March 2005, Norman Property LLC consummated a $10 million
      refinancing and construction
      loan with Washington Mutual with respect to the property at 231 Norman Avenue
      and received capital contributions from investors of $1.75 million. The project
      at 231 Norman Avenue, the conversion of the existing building to condominiums,
      is anticipated to be completed by the end of the second quarter of 2007. As
      a
      result of the Company acquiring Norman LLC, the Company controls 30% of the
      membership interests of Norman Property LLC. The Company’s investment in Norman
      Property LLC is being accounted for on the equity method of accounting. The
      following is a summary of selected financial information from the financial
      statements of the Norman Property LLC:




F-14




DCI
      USA,
      INC. AND SUBSIDIARY


NOTES
      TO
      CONSOLIDATED FINANCIAL STATEMENTS





NOTE
      4
      NOTES RECEIVABLE TO AFFILIATES (CONTINUED)





NORMAN
      LLC (CONTINUED)


Total
              
              Long-term
              
              Total
              
              TotalAssets
              
              Debt
              
              Liabilities
              
              CapitalDecember
                  31, 2006
              
              $
              12,277,879
              
              $
              9,113,890
              
              $
              9,223,890
              
              $
              3,053,989
  Gross
              
              NetRevenues
              
              LossNovember
                  14, 2006 (dateinvestment
                  acquired) toDecember
                  31, 2006
              
              $
              -0-
              
              $
              30,374





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





APROS
      AND
      CHAY MB LTD.





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 our then our President, Chief
      Financial Officer and director. Pursuant to the terms of such Loan Agreement,
      the Company lent Apros and Chay $96,000. Interest accrued at the rate of 10%.
      As
      security for this loan, Apros
      and
      Chay hypothecated all its outstanding share capital to the Company, agreed
      not
      to issue any shares or convertible securities and granted the Company a second
      pledge in its shares in Technoprises Ltd.




F-15





DCI
      USA,
      INC. AND SUBSIDIARY


NOTES
      TO
      CONSOLIDATED FINANCIAL STATEMENTS





NOTE
      4
      NOTES RECEIVABLE TO AFFILIATES (CONTINUED)





APROS
      AND
      CHAY MB LTD. (CONTINUED)





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 were exercisable until December 13, 2005, but the Company
      had the right to extend the exercise period for an additional 6 months. The
      value of these warrants was 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.





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%.





ASSIGNMENT
      OF APROS AND CHAY





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,
      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.




F-16







DCI
      USA,
      INC. AND SUBSIDIARY


NOTES
      TO
      CONSOLIDATED FINANCIAL STATEMENTS





NOTE
      4
      NOTES RECEIVABLE TO AFFILIATES (CONTINUED)





APROS
      AND
      CHAY MB LTD. (CONTINUED)





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 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. In March 2007, TSOS paid the loan in full with principal and interest
      amounting to $144,691.





GUNTHER
      WIND ENERGY





In
      August
      2006, the Company entered into an agreement to provide Gunther Wind Energy
      Ltd.
      (“Gunther”) with up to $650,000 for its development of and collaboration in
      clean energy generation projects in Israel and elsewhere. The loans are due
      on
      January 31, 2007 and include a provision for interest paid to the Company in
      the
      form of two options to purchase shares of Gunther. One option allows the Company
      to purchase up to 99,000 shares of Gunther at a price of $.10 per share for
      a
      one year period. The second option allows the Company to purchase 1,000 shares
      of Gunther for an exercise price of $1 per share for a one year period. Upon
      the
      exercise of the options, the Company would own 100% of the outstanding equity
      in
      Gunther. As of December 31, 2006, the Company had advanced $630,000 pursuant
      to
      the loan agreement and had not exercised either of the options. In January
      2007,
      the Company extended the due date of the loan to May 30, 2007.





NOTE
      5
      INVESTMENT IN BARTRAM





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.




F-17




DCI
      USA,
      INC. AND SUBSIDIARY


NOTES
      TO
      CONSOLIDATED FINANCIAL STATEMENTS





NOTE
      5
      INVESTMENT IN BARTRAM (CONTINUED)





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. These options
      represent a continuing equity interest in the divested Bartram asset. The
      Company has reviewed the investment and the available information on the
      divested assets and determined that any valuation allowance to be reported
      as a
      result of the continued equity investment in Bartram would not be material
      to
      the Company’s balance sheet, statements of operations, stockholders’ equity and
      cash flows for all periods presented.





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.


F-18


DCI
      USA,
      INC. AND SUBSIDIARY


NOTES
      TO
      CONSOLIDATED FINANCIAL STATEMENTS





NOTE
      6
      NOTES PAYABLE





HYPOTHECATORS





In
      November 2004, the Company entered into an agreement with Norman Property LLC
      regarding the assignment to the Company of a promissory note payable to
      Hypothecators Mortgage Company (“Hypothecators”) totaling $400,000. Pursuant to
      the assignment agreement, the Company received $400,000 from Norman Property
      LLC. The promissory note accrues interest at the rate of 15% per annum and
      is
      due June 15, 2006. The note was extended to October 31, 2006. The Company
      entered into an arrangement with Hypothecators whereby the Company would make
      monthly payments of $50,000 of principal and interest though October 2007.
      The
      Company made the first two payments pursuant to the agreement in February and
      March 2007.





TSSS,
      INC





In
      March
      2005, the Company issued a promissory note totaling $100,000 to NY2K, Inc.
      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.





In
      July
      2006, the Company and TSSS, Inc. entered into an agreement whereby the note
      owed
      to TSSS, Inc. was cancelled in consideration for the Company’s issuance of
      2,000,000 shares of its restricted common stock to TSSS, Inc.





ICHAKI
      LOAN





In
      May
      and August 2006, the Company issued promissory notes to Gad Ichaki totaling
      $300,000. The note incurred interest at the rate of 8% per annum and is due
      on
      demand. In September 2006, $100,000 of the principal plus the accrued interest
      was converted into 2,064,000 shares of the Company’s common stock. In October
      2006, the Company obtained a loan from Paget Worldwide Holdings, the proceeds
      of
      which were used, to repay the note to Gad Ichaki. In October 2006, Paget
      Worldwide Holdings converted the note into 4,000,000 shares of the Company’s
      common stock.




F-19





DCI
      USA,
      INC. AND SUBSIDIARY


NOTES
      TO
      CONSOLIDATED FINANCIAL STATEMENTS





NOTE
      7
      CORNELL SECURITIES PURCHASE AGREEMENT





DEBENTURES





On
      December 6, 2004, the Company entered into a Securities Purchase Agreement
      whereby the Company issued a $250,000 principal amount convertible debenture
      to
      Cornell Capital Partners, L.P. and the Company agreed to issue a second $250,000
      principal amount convertible debenture to Cornell Capital Partners, L.P. within
      five business days of filing a registration statement with the Securities and
      Exchange Commission. The outstanding $250,000 principal amount convertible
      debenture bears interest at 8%, matures two years from the date of issuance,
      and
      is convertible into our common stock, at the holder's option, at the lower
      of:
      (a) $.074 or (b) 77% of the lowest daily volume weighted average price for
      the
      five days immediately prior to conversion. The Company has the right to redeem
      a
      portion or all of the outstanding debenture at a price equal to $0.072. The
      Company granted Cornell Capital Partners, L.P. a security interest in all our
      assets. In addition, Apros and Chay, Ltd. pledged to Cornell Capital Partners
      all of its shares (a total of 48,500,000 shares) in Technoprises Ltd., an
      Israeli company. The Company has recorded a cost for the beneficial conversion
      feature granted to Cornell totaling $74,675. The beneficial conversion feature
      is reflected as a discount on the debentures and is being amortized as
      additional interest expense over the term of the debenture.





As
      of
      April 20, 2006, Cornell had elected to convert $13,500 principal amount of
      the
      $250,000 Debenture which the Company issued to Cornell in December 2004. As
      a
      result, on or about June 2, 2006, the Company issued to Cornell 350,649
      restricted shares of Common Stock. The Company believes such issuance was exempt
      from registration under Section 4(2) of the Securities Act of 1933, as
      amended.





On
      March
      1, 2005, the Company issued a second 8% Secured Convertible Debenture in the
      original principal amount of $250,000 to Cornell. The debenture has a term
      of
      two years, accrues interest at 8% and is convertible into common stock at a
      price per share equal to the lesser of (a) $0.36 per share, or (b) 77% of the
      lowest daily volume weighted average price for the five days immediately prior
      to conversion. The Company has the right to redeem a portion or all of the
      outstanding debenture at a price equal to $0.35 per share. The Company has
      recorded a cost for the beneficial conversion feature granted to Cornell
      totaling $74,675. The beneficial conversion feature is reflected as a discount
      on the debentures and is being amortized as additional interest expense over
      the
      term of the debenture.





On
      November 1, 2006, four parties acquired the debentures in the principal amounts
      of $250,000 and $236,500 (the “Debentures”) previously held by Cornell Capital
      Partners LP. Concurrently with such acquisitions the Company and such individuals
      entered into a Debenture Modification Agreement wherein the parties modified
      certain terms of the Debentures. Specifically, the parties agreed that the
      Debentures will no longer be secured by a lien on any of the Company’s assets,
      that the due date of the Debentures shall be June 4, 2007, and that the interest
      rate on the Debentures shall be eight percent (8%) per annum until the due
      date,
      increasing to fourteen (14%) per annum until such time as the Debentures are
      paid in full. At December 31, 2006, there was $600,000 outstanding on the
      Debentures. In addition, the interest payment required for the period ended
      December 31, 2006 was not paid timely. As such, the Debentures were in default
      at that time. None of the Debenture holders have sought to enforce any of the
      default provisions to date.




F-20









DCI
      USA,
      INC. AND SUBSIDIARY


NOTES
      TO
      CONSOLIDATED FINANCIAL STATEMENTS





NOTE
      7
      CORNELL SECURITIES PURCHASE AGREEMENT (CONTINUED)




DEBENTURES
      (CONTINUED)




The
      parties further agreed to amend the terms under which the Debentures can be
      converted into common stock of the Company. As amended, the outstanding
      principal amount of the Debentures, together with accrued interest, is
      convertible into common stock at any time and from time to time, in whole or
      in
      part, at a price of five ($.05) cents per share at any time until December
      31,
      2006, and at a price of seven ($.07) cents per share at any time after December
      31, 2006, until paid in full. Instead of such registration rights as were
      provided in the Debentures, the parties have agreed that the Debenture holders
      shall have “piggy-back” rights with respect to the shares issuable upon
      conversion of the Debentures. Those provisions contained in the Debentures
      limiting the Company’s ability to issue shares of its common or preferred stock
      without the consent of the holders of the Debentures have also been
      deleted.




STANDBY
      EQUITY DISTRIBUTION AGREEMENT





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




F-21





DCI
      USA,
      INC. AND SUBSIDIARY


NOTES
      TO
      CONSOLIDATED FINANCIAL STATEMENTS





NOTE
      7
      CORNELL SECURITIES PURCHASE AGREEMENT (CONTINUED)


Upon
        execution of the Standby Equity Distribution Agreement, the Company issued
        200,000 shares of Series A Preferred Stock to Cornell Capital Partners, L.P.
        as
        a commitment fee. In addition, the Company engaged Newbridge Securities
        Corporation, a registered
        broker-dealer, to advise us in connection with the Standby Equity Distribution
        Agreement. For its services, the Company agreed to issue Newbridge SecuritiesCorporation
        shares of common stock equal to $10,000 divided by $0.06, or 166,667 shares.
        In
        June 2006, The Company and Cornell agreed to terminate the
        agreement.
  STANDBY
        EQUITY DISTRIBUTION AGREEMENT (CONTINUED)




NOTE
      8
      CONVERTIBLE NOTE OFFERING





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





NOTE
      9
      STOCKHOLDERS' EQUITY





PREFERRED
      STOCK





On
      December 6, 2004, upon the execution of the Standby Equity Distribution
      agreement with Cornell Capital Partners, the Company issued 200,000 shares
      of
      Series A Preferred Stock to Cornell Capital as a commitment fee. Holders of
      the
      Series A Preferred Stock are entitled to receive an annual 5% dividend payable
      semi-annually. The 5% dividend may be paid in either cash or shares of our
      common stock in the discretion of the Board of Directors. In the event of a
      dissolution or liquidation of the Company's business, the Series A Preferred
      Stock ranks senior to the Company's common stock and all other classes of equity
      securities that may be outstanding which by their terms do not rank senior
      to
      the Series A Preferred Stock, and the Series A Preferred Stock is subordinate
      and ranks junior to all debt. The Company has the right to redeem the Series
      A
      Preferred Stock at a price of $1 per share plus an annual premium of 5%. The
      Series A Preferred Stock
      is
      convertible into shares of our common stock at conversion ratios equal to the
      lesser of: (a) $1, or (b) $1 and all accrued but unpaid dividends divided by
      the
      average closing bid price of our common stock as quoted by Bloomberg L.P. for
      20
      trading days immediately preceding the conversion notice date.




F-22


DCI
      USA,
      INC. AND SUBSIDIARY


NOTES
      TO
      CONSOLIDATED FINANCIAL STATEMENTS





NOTE
      9
      STOCKHOLDERS' EQUITY (CONTINUED)





PREFERRED
      STOCK (CONTINUED)





The
      Company issued these shares pursuant to an agreement (the "Waiver Agreement"),
      dated as of June 2, 2006, between the Company and Cornell, which provided for
      the waiver by Cornell of certain defaults under the $250,000 principal amount
      Debentures (each a "Debenture") which the Company had issued to Cornell in
      each
      of December 2004 and February 2005, and under the documents related to such
      Debentures. Pursuant to the Waiver Agreement, Cornell became obligated to cancel
      the 200,000 shares of the Company’s Series A Preferred Stock ("Preferred Stock")
      which the Company had issued to Cornell in December 2004 as a commitment fee
      under the Standby Equity Distribution Agreement, dated December 13, 2004,
      between the Company and Cornell. In return, the Company became obligated to
      issue to Cornell 1,500,000 shares of its Common Stock and grant to Cornell
      a put
      option to sell such 1,500,000 shares back to the Company at the price of seven
      and one-half cents ($0.075) per share. The put option has a duration of three
      (3) years and may be exercisable by Cornell at any time. As
      a
      result of Cornell being able to require the Company to repurchase the shares,
      the Company has reflected the amount of the repurchase as a liability on the
      Company’s balance sheet as amount due on option to repurchase common stock. In
      December 2006, Cornell provided the Company with notice to exercise the put
      option of 1,090,244 shares of common stock at $81,768. In May 2007, the Company
      is arranging to fulfill the terms of the exercised put option. Under
      the
      Waiver Agreement, the Company also agreed that the interest rate under the
      Debentures would be raised from 8% to 12% per annum, retroactive to the original
      dates as of which the Debentures were issued. In addition, subject to the
      Company’s compliance with the terms of the Waiver Agreement, Cornell agreed
      that, until November 2, 2006, it would (i) not convert any additional amount
      of
      the Debentures into shares of our Common Stock, and (ii) forebear from
      exercising its rights and remedies under the Debentures and the related
      documents.





On
      July
      28, 2006, the Company issued 1,350,000 restricted shares of its Common Stock
      ("Common Stock") to Cornell Capital Partners LP ("Cornell") and 150,000
      restricted shares of its Common Stock to an individual designee of Cornell.
      The
      certificates representing such shares were dated as of June 20, 2006. The
      Company believes such issuances were exempt from registration under Section
      4(2)
      of the Securities Act of 1933, as amended.





ADDITIONAL
      ISSUANCES OF COMMON STOCK





In
      September 2006, the Company sold 6,000,000 shares of its common stock to
      Jonathan Rigbi (married to the Chairman and Chief Executive Officer's
      mother) for $.05 per share.




F-23




DCI
      USA,
      INC. AND SUBSIDIARY


NOTES
      TO
      CONSOLIDATED FINANCIAL STATEMENTS





NOTE
      10
      PROMISSORY NOTE FROM CHAIRMAN





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 the Company issued to Mr. Ofir as of March 1, 2006 a convertible promissory
      note in the principal amount of up to $300,000, the form of which note (the
      "Ofir Note"). The maximum amount which may be outstanding under the Ofir Note
      at
      any given time is not permitted to exceed $300,000 and the Company 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 the Company’s common stock at the
      conversion price of $0.05 per share. Interest accrues at the rate of 8% per
      annum. The Company believes that the issuance of the Ofir Note, and the issuance
      of the shares of the Company’s common stock upon conversion of the Ofir Note,
      was and will be exempt from registration pursuant to Section 4(2) the Securities
      Act of 1933, as amended.





In
      September 2006, 1,252,997 shares were issued to Mr. Ofir for the conversion
      of
      the outstanding principal and interest on the promissory note. The shares were
      converted at the rate of $.05 per share.





NOTE
      11
      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).


F-24


DCI
      USA,
      INC. AND SUBSIDIARY


NOTES
      TO
      CONSOLIDATED FINANCIAL STATEMENTS





NOTE
      12
      INCOME TAXES





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 December 31, 2006, the Company had approximately $1,197,000 of net operating
      loss carryforwards to offset future taxable income for both federal and state
      income tax purposes, expiring in various years through 2026 for federal purposes
      and 2010 for state purposes. The Company has reported a valuation allowance
      of
      approximately $515,000. The valuation allowance account increased during the
      year ended December 31, 2006 by $238,000.




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.





A
      reconciliation of the difference between the expected income tax rate using
      the
      statutory federal tax rate and the Company’s effective rate is as
      follows:


Year
                  Ended December 31,2006
              
              2005U.S.
                  Statutory Rate
              
              
              34
              %
              
              34
              %State
                  income taxes
              
              
              9
              
              
              9Valuation
                  allowance
              
              
              (43
              )
              
              (43
              )0
              %
              
              0
              %





NOTE
      13
      COMMITMENTS AND CONTINGENCIES





Effective
      July 1, 2005, the Company entered into a 2-year non-cancelable operating lease
      to occupy space in Great Neck, New York . The lease called for a monthly initial
      rent of $2,200 per month for the first year and $2,300 per month in the second
      year. Future minimum rental payments for 2007 total $13,800. The Company
      incurred $27,000 in rent expense for the year ended December 31,
      2006.




F-25


DCI
      USA,
      INC. AND SUBSIDIARY


NOTES
      TO
      CONSOLIDATED FINANCIAL STATEMENTS





NOTE
      14
      SUBSEQUENT EVENTS





PURCHASE
      AND STRATEGIC RELATIONSHIP AGREEMENT





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





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





OPTION
      GRANT





The
      Company granted an additional option to one of the principals of Senergy for
      the
      purchase of up to 6,000,000 shares of the Company common stock at exercise
      prices ranging from $10 to $20 per share.




F-26