UNITED STATES
                       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

For the fiscal year ended December 31, 2004

Or

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934

For the transition period from __________________ to _________________________.

                        Commission File Number: 000-31143

                                  DCI USA, INC.

              ----------------------------------------------------
             (Exact name of registrant as specified in its charter)

         Delaware                                     22-3742159
         ---------------------------              -------------------
         (State or other jurisdiction             (IRS Employer
         of incorporation)                        Identification No.)

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

                                 (212) 938-1545

              (Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to section 12(g) of the Act: Common Stock, $0.001
par value

Indicate by check mark whether the company (1) has 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 company was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days.

      Yes         [X]       No          [ ]

Indicate by check mark if there is disclosure  of delinquent  filers in response
to Item 405 of Regulation  S-K is not contained in this form,  and no disclosure
will be contained,  to the best of company's  knowledge,  in definitive proxy or
information  statements  incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. [ ]

Indicate by check mark whether the company is an accelerated filer (as defined
in Rule 12b-2 of the Act)

      [ ] Yes     [X] No

The company's revenues for its most recent fiscal year were $69,300.

Based on the  closing  sales  price of the Common  Stock on April 7,  2005,  the
aggregate market value of the voting stock of the company held by non-affiliates
was $2,331,250.

The company has  42,253,125  shares of common stock  outstanding  as of April 7,
2005.

Documents Incorporated By Reference:  None

Transitional Small Business Issuer Disclosure Format (check one): Yes [ ] No
[X].

<PAGE>

                                TABLE OF CONTENTS

                                                                            Page
                                                                            ----

PART I

Item 1.      Description of Business                                          4
Item 2.      Description of Property                                         21
Item 3.      Legal Proceedings                                               22
Item 4.      Submission of Matters to a Vote of Security Holders             22

PART II
Item 5.      Market for Common Equity and Related Stockholder Matters        22
Item 6.      Management's Discussion and Analysis or Plan of Operation       24
Item 7.      Financial Statements
Item 8.      Changes in and Disagreements with Accountants on
               Accounting and Financial Disclosure                           27
Item 8A.     Controls and Procedures                                         27
Item 8B.     Other Information                                               28

PART III
Item 9.      Directors, Executive Officers, Promoters and Control
               Persons; Compliance with Section 16(a) of the Exchange Act    28
Item 10.     Executive Compensation                                          30
Item 11.     Security Ownership of Certain Beneficial Owners and
               Management and Related Stockholder Matters                    33
Item 12.     Certain Relationships and Related Transactions                  34
Item 13.     Exhibits                                                        38
Item 14.     Principal Accountant Fees and Services                          40



                                       2
<PAGE>

Forward-Looking Statements

This  Annual  Report  on  Form  10-KSB  contains  forward-looking   information.
Forward-looking  information  includes  statements  relating to future  actions,
future  performance  or results of current or anticipated  operations,  business
strategies,  costs and  expenses,  interest  rates,  outcome  of  contingencies,
financial condition, results of operations,  liquidity, cost savings, objectives
of management of DCI USA, Inc. (the  "Company") and other  matters.  The Private
Securities   Litigation  Reform  Act  of  1995  provides  a  "safe  harbor"  for
forward-looking  information  to  encourage  companies  to  provide  prospective
information  about  themselves  without  fear  of  litigation  so  long  as that
information  is identified as  forward-looking  and is accompanied by meaningful
cautionary  statements  identifying  important  factors  that could cause actual
results  to  differ   materially  from  those  projected  in  the   information.
Forward-looking information may be included in this Annual Report on Form 10-KSB
or may be  incorporated  by  reference  from  other  documents  filed  with  the
Securities and Exchange Commission (the "SEC") by the Company. You can find many
of these  statements by looking for words  including,  for example,  "believes,"
"expects,"  "anticipates,"  "estimates"  or similar  expressions  in this Annual
Report on Form 10-KSB or in documents  incorporated  by reference in this Annual
Report on Form 10-KSB.  The Company  undertakes no obligation to publicly update
or revise any forward-looking statements, whether as a result of new information
or future events.

The Company has based the  forward-looking  statements relating to the Company's
operations on management's current expectations, estimates and projections about
the Company and the  industry in which it  operates.  These  statements  are not
guarantees  of  future   performance  and  involve  risks,   uncertainties   and
assumptions that we cannot predict. In particular, the Company has based many of
these  forward-looking  statements on  assumptions  about future events that may
prove to be inaccurate.  Among the key factors that have a direct bearing on the
Company's  results  of  operations  include,  without  limitation:  (a)  general
economic and business conditions, the existence or absence of adverse publicity,
changes  in, or  failure  to comply  with,  government  regulations;  changes in
marketing  and  technology,  and  changes  in  political,  social  and  economic
conditions;  (b) success of operating initiatives,  changes in business strategy
or development  plans,  and management of growth;  (c)  availability,  terms and
deployment of capital;  (d) costs and other effects of legal and  administrative
proceedings;  (e)  dependence  on  senior  management,  business  abilities  and
judgment  of  personnel,  availability  of  qualified  personnel,  and labor and
employee  benefit  costs;  and (f)  development  risks and risks relating to the
availability  of  financing,  and  other  factors  referenced  in  this  Report.
Accordingly,  the  Company's  actual  results may differ  materially  from those
contemplated by these forward-looking statements.


                                       3
<PAGE>

                                     PART I

Item 1. Description of Business

Background

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 were 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.,  an  Israeli  public  company,  purchased  from  us
newly-issued  shares of  common  stock  representing  90% of our  capital  stock
outstanding on a fully-diluted basis.  Commencing Nov 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 under
the Investment  Company Act of 1940 (the "1940 Act"). As a business  development
company,  we  will  be  able  to  provide  investors  with  the  opportunity  to
participate,  with a modest amount of venture  capital,  in investments that are
generally not available to the public.  In addition,  we will provide  portfolio
companies business development services.

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

Our Business Prior to November 9, 2004

Prior to November 9, 2004, we were engaged in two lines of business;  owning and
operating income producing real estate,  and making investments in and providing
consulting  services to other  businesses.  We had one wholly owned  subsidiary,
Bartram Holdings, Inc. ("Bartram").  Bartram owns Spring Village Holdings, Inc.,
which owns a 31%  controlling  interest in SVG  Properties,  L.P.,  a New Jersey
limited  partnership  (the  "Partnership").  The  Partnership  owns  a  124-unit
apartment complex.

Real Estate Operations

The  following  discussion  of our  business  includes  the  business of Bartram
Holdings, Inc., Spring Village Holdings, Inc. and SVG Properties,  L.P. We had a
history of losses and as of December 31, 2004,  reported an accumulated  deficit
of $868,984.  We did not generate a positive  cash flow from  operations  in the
last two fiscal years, due to  unanticipated  rising costs and one time charges.
In 2004 and 2003,  we had a negative  cash flow from  operations  of $51,312 and
$221,198, respectively.

Our principal  business objective prior to November 9, 2004, was to maximize the
economic  returns  on our real  estate  and other  investments  to  provide  our
shareholders  with the  greatest  possible  return  and value.  To achieve  this
objective,  we pursued the following goals and  strategies:  (a) own and operate
our  apartment  complex so as to provide a stable and  predictable  cash flow to
sustain our operations; (b) take an opportunistic approach to buying, selling or
investing  in real  estate or other  business  ventures;  (c) manage our capital
structure  to  provide  for  growth in  earnings  and cash flow with  sufficient
liquidity to take advantage of business opportunities as they arise.


                                       4
<PAGE>

We were in the  business of owning and renting  income  producing  real  estate,
primarily residential dwelling units, to individuals.  In 1987, SVG acquired the
Mill Spring Apartments (subsequently renamed Spring Village Apartments).  At the
time of the  acquisition,  the property was severely in need of  rehabilitation.
Subsequent  to the  acquisition,  we renovated the property and owned 31% of the
Partnership which owns the real estate.

On September 28, 2003, we incorporated  Bartram  Holdings,  Inc. in the State of
Delaware as a wholly owned  subsidiary.  On September  30, 2003, to separate our
real estate business from our other business activities, we transferred our 100%
owned subsidiary, Spring Village Holdings, Inc., plus a $350,000 promissory note
from S.V.G.  Properties,  L.P., to Bartram in exchange for  6,500,000  shares of
$.001 par value Bartram common stock. Spring Village Holdings, Inc. owned a 4.5%
general  partnership  interest and a 26.5%  limited  partnership  interest  (31%
total) in S.V.G.  Properties,  L.P., a New Jersey Limited  Partnership  ("SVG").
Spring  Village  Holdings,  Inc.  was the sole  general  partner and  completely
controls SVG. SVG owns a 124-unit apartment complex.

On November 7, 2003, we  successfully  refinanced our real estate  business.  We
borrowed  $4,000,000  from New  York  Community  Bank  ("NYCB").  The new  first
mortgage from NYCB bore a fixed rate of interest of 4.875% for the term of seven
years.  Payments  were  based  on a  30-year  amortization.  The  mortgage  note
contained a provision that allowed us to borrow additional amounts in the future
from NYCB up to 75% of the appraised value of the underlying  real estate.  This
refinancing  significantly  improved our financial position and put us in a much
better position to carry out our business plan. We did not have plans to acquire
additional  single  family  or  multi-family   residential   properties  in  the
foreseeable  future. We were focused on using our cash flow from operations,  if
any,  to reduce  debt,  with the  remainder,  if any,  being  reinvested  in our
existing property.

Change in Control on November 9, 2004

On November 9, 2004,  Direct Capital  Investments,  Ltd.,  purchased  31,500,000
(post 1:2 reverse split) shares of our common stock,  which  represented  90% of
our issued share capital on a fully diluted basis.  Direct Capital  Investments,
Ltd. is an Israeli company which is traded on the Tel Aviv Stock  Exchange.  The
purchase price for such shares was $900,000, consisting of: (1) an assignment to
us of a  promissory  note made by 231 Norman  Avenue,  LLC,  a New York  limited
liability company, to Direct Capital  Investments,  Ltd. in the principal amount
of  $770,000;  and (2) cash in the  amount  of  $130,000.  $100,000  of the cash
portion of the purchase price has been paid and the remaining balance of $30,000
is due on or  before  May 30,  2005.  Such  $100,000  has been  paid to  Bartram
Holdings, Inc. and the remaining $30,000, upon receipt by the Company, will also
be paid to Bartram Holdings, Inc.

The $770,000  principal amount promissory note made by 231 Norman Avenue, LLC is
due and  payable on June 15,  2005,  and  provides  for  quarterly  payments  of
interest only to Direct Capital Investments,  Ltd. at an annual interest rate of
12%.  The  promissory  note is  secured  by a pledge of what was then 35% of the
outstanding membership interests in 231 Norman Avenue Property Development,  LLC
out of the 60% of the outstanding  membership interests which 231 Norman Avenue,
LLC owned at that time.  Because  of  dilution,  as of March 7,  2005,  this 35%
interest constituted 17.5% of the outstanding membership interests in 231 Norman
Avenue Property Development,  LLC. 231 Norman Avenue Property  Development,  LLC
owns fee simple title to real property  located at 231 Norman Avenue,  Brooklyn,
New York and is in the business of owning and operating  income  producing  real
estate in the New York and New Jersey  areas.  In addition,  we were assigned an
option to  purchase  the  pledged  membership  interests  in 231  Norman  Avenue
Property  Development,  LLC upon a default of the promissory note or at any time
prior to payment  in full of the  promissory  note.  The  exercise  price of the
option is the outstanding amount then due and payable under the promissory note.


                                       5
<PAGE>

Immediately  after the closing on the  purchase of our shares by Direct  Capital
Investments,  Ltd.,  our  assets  consisted  of the  $770,000  principal  amount
promissory note and a 20% interest in Bartram  Holdings,  Inc. The remaining 80%
of Bartram  Holdings,  Inc. is owned by Harry J. Santoro,  our former President,
former Treasurer,  and a former member of our Board of Directors.  The cash from
the share  purchase  by Direct  Capital  Investments,  Ltd.  was paid to Bartram
Holdings,  Inc. For three years from the closing, Mr. Santoro has agreed to vote
all his shares in Bartram Holdings,  Inc. to elect nominees of our choice to the
Board of Directors of Bartram Holdings,  Inc.  proportionate to our ownership of
Bartram Holdings, Inc.

In addition, Bartram Holdings, Inc. was granted a one-time option to cause us to
distribute  to all of our  stockholders  all or a portion of the common stock of
Bartram  Holdings,  Inc.  owned by us. Bartram  Holdings,  Inc. has the right to
exercise  this option  until March 31,  2006.  Bartram  Holdings,  Inc.  will be
responsible for all costs in connection with an exercise of this option.

In order to memorialize our financial obligations to Direct Capital Investments,
Ltd.,  on December 31, 2004 we executed and  delivered a note to Direct  Capital
Investments,  Ltd. in the aggregate amount of $95,000.  Said sum represented the
$60,000 which was due from Apros and Chay MB Ltd. to Direct Capital Investments,
Ltd.  which was assigned to us and an aggregate of $35,000 which Direct  Capital
Investments,  Ltd.  paid on our  behalf in  connection  with the  closing of the
transaction  described  above.  In an effort to facilitate the new ownership and
other  changes  we were  undergoing,  such  amount  was paid by  Direct  Capital
Investments,  Ltd. on our behalf.  Interest on the $95,000 accrues at the annual
rate of 8%.  Principal  and  interest  is due  upon  demand  by  Direct  Capital
Investments,  Ltd. On January 5, 2005, we paid Direct Capital Investments,  Ltd.
$20,000 towards our $95,000 obligation.

231 Norman Avenue

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

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

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

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


                                       6
<PAGE>

On November 30, 2004, we lent the  aggregate  sum of $600,000  which we received
from 231 Norman Avenue  Property  Development,  LLC to 231 Norman  Avenue,  LLC.
Interest  on the  $600,000  loan  accrues at the rate of 12% per  annum,  and is
payable every three months on the 25th day of the month, with the first interest
payment  becoming due to us on February 25, 2005. The outstanding  principal and
all accrued  interest  thereon is due and payable on June 15, 2006.  We have the
right to extend the maturity date until June 15, 2007.  The  obligations  of 231
Norman Avenue, LLC to us are secured by, among other collateral, a pledge of the
membership  interests  owned by 231  Norman  Avenue,  LLC in 231  Norman  Avenue
Property Development, LLC. As of November 30, 2004, 231 Norman Avenue, LLC owned
60% of the  outstanding  membership  interests  in 231  Norman  Avenue  Property
Development,  LLC and this 60% became,  as of March 7, 2005,  30% as a result of
dilution.  Of this 30% interest,  we have the option to purchase from 231 Norman
Avenue,  LLC a 17.5% interest as described above in connection with the $770,000
promissory  note  from 231  Norman  Avenue,  LLC to us. In  connection  with our
$600,000 loan to 231 Norman Avenue, LLC, we received the option to purchase from
it the  remainder  of its  membership  interests in 231 Norman  Avenue  Property
Development,  LLC (12.5% of the  outstanding  as of March 7, 2005) in 231 Norman
Avenue Property  Development,  LLC upon a default of the $600,000 loan or at any
time prior to payment in full of the $600,000  loan.  The exercise  price of the
option is the outstanding amount then due and payable under the $600,000 loan.

231 Norman  Avenue,  LLC's  membership  interest in 231 Norman  Avenue  Property
Development,  LLC may be subject to future dilution  depending upon, among other
things,   the  introduction  of  new  members  to  231  Norman  Avenue  Property
Development,  LLC.  As of  November  30,  2004,  David  Yerushalmi,  who was our
Chairman and Chief Executive Officer from November 9, 2004 to December 31, 2004,
owned 58.3% of 231 Norman  Avenue,  LLC,  together  with an  unaffiliated  third
party. The transactions described above were approved by our Board of Directors,
with Mr. Yerushalmi recusing himself from the vote thereof.

On March 7, 2005,  231 Norman  Avenue  Property  Development,  LLC increased its
equity to  approximately  $3,500,000 by bringing in an additional  equity member
and closed on a $10 million loan with Washington  Mutual Bank. The loan was done
to satisfy all prior  loans  affecting  title to the real estate  located at 231
Norman Avenue,  Brooklyn,  New York and to begin  renovations at the property to
construct  commercial  lofts and retail space. As a result of this  transaction,
the equity  interest of 231 Norman  Avenue,  LLC in 231 Norman  Avenue  Property
Development, LLC decreased from 60% to 30% and 231 Norman is now solely owned by
David Yerushalmi. On March 7, 2005 we consented to permit 231 Norman Avenue, LLC
to arrange for  Hypothecators  Mortgage  Company to cancel its Option and Pledge
Agreement with respect to the $400,000 loan originally made by  Hypothecators to
231 Norman Avenue Property Development, LLC. This transaction was done to remove
any  cloud of title  on the  underlying  property  owned  by 231  Norman  Avenue
Property Development, LLC in order to facilitate the Washington Mutual Loan; the
transaction affects neither our debt of $400,000 to Hypothecators,  the $600,000
note  payable  to us from 231  Norman  Avenue , LLC nor the  $770,000  principal
amount  promissory  note made by 231 Norman  Avenue,  LLC.  We believe  that the
transaction resulted in an increase in the intrinsic value of the property.

As of March 31, 2005, we entered into a Forebearance and Modification  Agreement
with 231 Norman  Avenue,  whereby we agreed to forego the  interest  payment and
default payments due us under the $770,000 note and the $600,000 note payable to
us from 231 Norman  Avenue.  Said notes were modified to provide that 231 Norman
Avenue would make quarterly payments to us of interest only commencing March 31,
2005 in arrears.  On April 14,  2005,  a payment of  $12,278.90  was made to us,
representing accrued interest through December 31, 2004 with respect to both the
$600,000 note and the $770,000 note.  With respect to the period from January 1,
2005 to March 31, 2005, interest of $23,100 has accrued on the $770,000 note and
interest of $18,000 has accrued on the $600,000 note, and neither accrued amount
had been paid as of March 31, 2005.


Loan to Apros and Chay MB Ltd.

On December 16, 2004,  we entered into a Loan  Agreement  with Apros and Chay MB
Ltd., an Israeli private  merchant  banking company ("Apros and Chay") which was
affiliated with Adam Ofek, who was then our President,  Chief Financial  Officer
and a director.  Pursuant to the terms of the Loan Agreement,  we lent Apros and
Chay  $96,000.  On December 31, 2004, we entered into a  Modification  Agreement
with Apros and Chay and Direct Capital Investments, Ltd. regarding the aggregate
sum of $60,000 which was lent by Direct Capital  Investments,  Ltd. to Apros and
Chay. Pursuant to the Modification Agreement,  Direct Capital Investments,  Ltd.


                                       7
<PAGE>

assigned to us the right to receive  from Apros and Chay the  $60,000.  Interest
shall accrue on said amount at the annual rate of 10%.  Unless there is an event
of default,  principal and accrued interest is due and payable by Apros and Chay
to us on December  13,  2005.  Apros and Chay has the right to prepay the amount
owed to us at any time.  The obligation of Apros and Chay is secured by a pledge
of all its outstanding share capital to us, and a second pledge in the shares of
Technoprises  Ltd. held by Apros and Chay. In  consideration of us lending Apros
and Chay  $60,000,  Apros and Chay agreed to release us from our  obligation  to
lend them 60% of the net proceeds of the $250,000 (which we were to receive from
Cornell Capital Partners, L.P.) In connection with the $60,000 loan, we received
warrants to purchase an  aggregate  of  1,560,000  shares of Apros and Chay at a
purchase  price of $0.10 per share.  We have this right until December 31, 2005,
but we have the right to extend such time for an additional 6 months.

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

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

Our Financing Arrangements with Cornell Capital Partners, LP

      A.    Standby Equity Distribution Agreement

On December 6, 2004,  we entered into a Standby  Equity  Distribution  Agreement
with Cornell Capital Partners,  L.P. Pursuant to the Standby Equity Distribution
Agreement,  we may,  at our  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, we
will pay Cornell Capital Partners, L.P. a cash fee equal to 5% of each advance.

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

In  addition,  we  engaged  Newbridge  Securities   Corporation,   a  registered
broker-dealer,  to advise us in connection with the Standby Equity  Distribution
Agreement. For its services, we agreed to issue Newbridge Securities Corporation
shares of our common stock equal to $10,000 divided by $0.06, or 166,667 shares.

      B.    Secured Convertible Debenture

On December 6, 2004, we entered into a Securities  Purchase Agreement whereby we
issued a $250,000  principal  amount  convertible  debenture to Cornell  Capital
Partners,  L.P. and we agreed to register  under the  Securities Act of 1933 the
shares into which such convertible debenture could be converted.


                                       8
<PAGE>

In  consideration  for  issuing  the  $250,000   principal  amount   convertible
debenture,  Cornell  Capital  Partners paid us net proceeds of $180,000 in cash.
The outstanding  $250,000 principal amount convertible  debenture bears interest
at 8%, matures two years from the date of issuance,  and is convertible into our
common stock, at the holder's option,  at the lower of: (a) $.074, or (b) 77% of
the lowest daily volume  weighted  average  price for the five days  immediately
prior to  conversion.  We have  the  right to  redeem  a  portion  of all of the
outstanding debenture at a price equal to $0.072 per share. To secure prompt and
complete  payment and  performance of all the  obligations  under the Securities
Purchase  Agreement  and all  related  agreements,  we 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.

      C.    Funding upon our election as a Business Development Company

As of February 7, 2005,  Cornell Capital Partners,  L.P. agreed to terminate our
obligation to register the shares issuable to Cornell Capital Partners  provided
that we register with the SEC as a business  development company pursuant to the
1940 Act prior to March 7, 2005. In accordance with the terms of said agreement,
after  such  election  and the  approval  of our  shareholders,  we can issue to
Cornell Capital Partners upon conversion of the debenture shares of common stock
pursuant to the exemption from registration provided by Regulation E.

On March 1,  2005,  we  received  from  Cornell  net  proceeds  of  $220,000  in
consideration of our issuance of another 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 all of the  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.

Nature of a BDC

We will,  at all times,  conduct  our  business  so as to retain our status as a
business  development  company,  or a BDC.  We may not  change the nature of our
business so as to cease to be, or withdraw  our  election  as, a BDC without the
approval of the holders of a majority of our outstanding voting stock as defined
under the 1940 Act. As a business development company, we are required to invest
at least 70% of our total assets in qualifying  assets,  which,  generally,  are
defined as: (a) securities issued by an "eligible portfolio company," as defined
by Section  2(a)(46) of the Investment  Company Act; (b) securities of an issuer
that is not an eligible  portfolio  company  only because of its failure to meet
certain  specified  criteria (a "special  portfolio  company");  (c)  securities
acquired in exchange for or  distributed  with respect to  securities  issued by
eligible portfolio  companies or special portfolio  companies or pursuant to the
exercise  of options  relating  to such  securities;  or (d) cash or cash items,
Government  securities,  or high quality debt  securities  maturing in a year or
less We must also offer to provide  significant  managerial  assistance to these
portfolio  companies.  We may invest a portion of the remaining 30% of our total
assets in debt and/or equity securities of non eligible portfolio companies.


                                       9
<PAGE>

      1.    Nature of a BDC

      The 1940 Act defines a BDC as a closed-end  management  investment company
that provides small  businesses  that qualify as an eligible  portfolio  company
with investment  capital and also significant  managerial  assistance.  A BDC is
required  under  the 1940 Act to  invest  at least  70% of its  total  assets in
qualifying assets consisting of eligible  portfolio  companies as defined in the
1940 Act and certain other assets including cash and cash equivalents. A BDC may
invest  the  remaining  30% of its  total  assets  in  non-  qualifying  assets,
including  companies that are not eligible  portfolio  companies.  The foregoing
percentages will be determined, in the case of financings in which a BDC commits
to provide financing prior to funding the commitment, by the amount of the BDC's
total assets  represented by the value of the maximum amount of securities to be
issued by the  borrower or lessee to the BDC pursuant to such  commitment.  As a
BDC, we must invest at least 70% of our total  assets in  qualifying  assets but
may invest more in such qualifying assets.

      An eligible portfolio company generally is a United States company that is
not an  investment  company  and that:  (a) does not have a class of  securities
registered  on an exchange or included  in the  Federal  Reserve  Board's  over-
the-counter  margin  list;  (b)  is  actively  controlled  by a BDC  and  has an
affiliate of a BDC on its board of directors;  or (c) meets such other  criteria
as may be established by the SEC.

      Control under the 1940 Act is presumed to exist where a BDC owns more than
25% of the outstanding voting securities of the eligible  portfolio company.  We
may or may not  control  our  portfolio  companies.  An example  of an  eligible
portfolio  company is a new start up company or a privately  owned  company that
has not yet gone  public by selling  its  shares in the open  market and has not
applied for having its shares listed on a nationally recognized exchange such as
the NYSE,  the American  Stock  Exchange,  National  Association  of  Securities
Dealers' Automated  Quotation System, or the National Market System. An eligible
portfolio company can also be one which is subject to filing,  has filed, or has
recently  emerged  from  reorganization  protection  under  Chapter  11  of  the
Bankruptcy Act.

      2.    Primary Strategy

      We will have significant relative flexibility in selecting and structuring
our  investments.  We will not be subject to many of the regulatory  limitations
that govern  traditional  lending  institutions  such as banks.  We will seek to
structure  our  investments  so  as to  take  into  account  the  uncertain  and
potentially  variable  financial  performance of our portfolio  companies.  This
should enable our portfolio  companies to retain access to committed  capital at
different  stages in their  development  and eliminate  some of the  uncertainty
surrounding  their capital  allocation  decisions.  We will  calculate  rates of
return on invested  capital based on a combination of up-front  commitment fees,
current and deferred interest rates and residual values, which may take the form
of common  stock,  warrants,  equity  appreciation  rights,  or future  contract
payments. We believe that this flexible approach to structuring investments will
facilitate  positive,  long-term  relationships with our portfolio companies and
enable us to become a preferred  source of capital to them.  We also believe our
approach  should  enable debt  financing  to develop  into a viable  alternative
capital source for funding the growth of target companies that wish to avoid the
dilutive effects of equity financings for existing equity holders.

      3.    Longer Investment Horizon

      We will not be subject to  periodic  capital  return  requirements.  These
requirements,  which are standard for most  private  equity and venture  capital
funds,  typically  require  that these  funds  return to  investors  the initial
capital  investment after a pre-agreed time,  together with any capital gains on
such capital  investment.  These  provisions  often force such funds to seek the
return of their  investments  in portfolio  companies  through  mergers,  public
equity  offerings or other  liquidity  events more  quickly than they  otherwise
might,  which can result in a lower  overall  return to investors  and adversely
affect the ultimate  viability of the affected portfolio  companies.  Because we
may invest in the same  portfolio  companies as these  funds,  we are subject to
these risks if these funds demand a return on their investments in the portfolio
companies.  We believe that our  flexibility  to take a longer-term  view should
help us to maximize  returns on our  invested  capital  while still  meeting the
needs of our portfolio companies.


                                       10
<PAGE>

      4.    Established Deal Sourcing Network

      We believe  that,  through our  management  and  directors,  we have solid
contacts  and sources  from which to generate  investment  opportunities.  These
contacts and sources include:  (a) public and private companies,  (b) investment
bankers,  (c) attorneys,  (d) accountants,  (e) consultants,  and (f) commercial
bankers.  However, we cannot assure you that such relationships will lead to the
origination of debt or other investments.

      5.    Investment Criteria

      Our  investment  decisions  are  made by  management  in  accordance  with
policies approved by our Board of Directors.  We are not a registered investment
adviser,  and have not entered into any agreement with an investment adviser. We
rely solely upon management,  particularly our officers,  on a day-to-day basis,
and also on the experience of its directors in making investment  decisions.  If
our Board of Directors  determines that it would be advantageous for us to enter
into an  agreement  with an  investment  adviser in the future,  the company may
enter into such an agreement; however, it currently does not expect to do so. In
addition to acquiring investment positions in new and developing  companies,  we
may also  invest in more  mature  companies,  some of which may be  experiencing
financial  difficulties,  but  which  we  believe  have  potential  for  further
development or realization, and which, in the long-term, could experience growth
and achieve  profitability.  We will limit our  investments in more  traditional
securities (stock and debt instruments) and will not, as a matter of policy: (a)
sell securities  short except with regard to managing the risks  associated with
publicly-traded  securities  issued by our  portfolio  companies;  (b)  purchase
securities on margin (except to the extent that we may purchase  securities with
borrowed money);  (c) engage in the purchase or sale of commodities or commodity
contracts,  including  futures  contracts  except where necessary in working out
distressed loan; or (d) investment situations or in hedging the risks associated
with interest rate  fluctuations,  and, in such cases,  only after all necessary
registrations or exemptions from registration with the Commodity Futures Trading
Commission have been obtained.

      6.    Prospective Portfolio Company Characteristics

      We have identified  several  criteria that we believe will prove important
in seeking our  investment  objective  with respect to target  companies.  These
criteria will provide general guidelines for our investment decisions;  however,
we  caution  readers  that  not  all of  these  criteria  will  be  met by  each
prospective portfolio company in which we choose to invest.

            a.    Experienced Management

      We will generally require that our portfolio companies have an experienced
president or management  team.  We will also require the portfolio  companies to
have in place proper  incentives  to induce  management to succeed and to act in
concert with our interests as investors,  including  having  significant  equity
interests.  We intend to  provide  assistance  in this area  either  supervising
management or providing management for our portfolio companies.

            b.    Products or Services

      We will seek  companies  that are involved in products or services that do
not require significant additional capital or research expenditures. In general,
we will seek target companies that make innovative use of proven technologies or
methods.


                                       11
<PAGE>

            c.    Proprietary Advantage

      We expect to favor companies that can demonstrate some kind of proprietary
sustainable advantage with respect to their competition.  Proprietary advantages
include,  but are not limited to (a) patents or trade  secrets  with  respect to
owning or  manufacturing  its products,  and (b) a demonstrable  and sustainable
marketing  advantage over its competition  Marketing  strategies  impose unusual
burdens  on  management  to be  continuously  ahead of its  competition,  either
through  some kind of  technological  advantage  or by being  continuously  more
creative than its competition.

            d.    Profitable or Nearly Profitable  Operations Based on Cash Flow
                  from Operations

      We will focus on target companies that are profitable or nearly profitable
on an  operating  cash flow basis.  Typically,  we would not expect to invest in
start-up companies unless there is a clear exit strategy in place.

            e.    Potential for Future Growth

      We will generally require that a prospective  target company,  in addition
to generating  sufficient cash flow to cover its operating costs and service its
debt,  demonstrate  an ability to increase its revenues and operating  cash flow
over time. The anticipated growth rate of a prospective target company will be a
key factor in  determining  the value that we ascribe to any  warrants  or other
equity  securities  that we may acquire in connection with an investment in debt
securities.

            f.    Exit Strategy

      Prior to making an investment in a portfolio company,  we will analyze the
potential  for that  company to  increase  the  liquidity  of its common  equity
through a future event that would enable us to realize appreciation,  if any, in
the value of our equity interest.  Liquidity events may include:  (a) an initial
public offering, (b) a private sale of our equity interest to a third party, (c)
a merger or an  acquisition of the portfolio  company,  or (d) a purchase of our
equity  position by the  portfolio  company or one of its  stockholders.  We may
acquire  warrants to purchase equity  securities  and/or  convertible  preferred
stock  of  the  eligible  portfolio   companies  in  connection  with  providing
financing.  The terms of the warrants,  including the expiration date,  exercise
price and terms of the equity  security for which the warrant may be  exercised,
will be negotiated  individually with each eligible portfolio company,  and will
likely be affected by the price and terms of  securities  issued by the eligible
portfolio company to other venture  capitalists and other holders. We anticipate
that most  warrants  will be for a term of five to ten  years,  and will have an
exercise price based upon the price at which the eligible portfolio company most
recently  issued  equity  securities  or, if a new equity  offering is imminent,
equity securities. The equity securities for which the warrant will be exercised
generally  will be common  stock of which  there may be one or more  classes  or
convertible  preferred  stock.  Substantially  all the warrants  and  underlying
equity  securities will be restricted  securities under the 1933 Act at the time
of the issuance.  We will generally  negotiate for registration  rights with the
issuer that may provide: (a) "piggyback"  registration rights, which will permit
us under certain  circumstances,  to include some or all of the securities owned
by us in a registration  statement filed by the eligible portfolio  company,  or
(b) in circumstances,  "demand"  registration rights permitting us under certain
circumstances,  to  require  the  eligible  portfolio  company to  register  the
securities  under the 1933 Act, in some cases at our expense.  We will generally
negotiate  net  issuance  provisions  in the  warrants,  which  will allow us to
receive upon exercise of the warrant without payment of any cash a net amount of
shares  determined by the increase in the value of the issuer's  stock above the
exercise price stated in the warrant.

            g.    Liquidation Value of Assets

      Although  we do not  intend  to  operate  as an  asset-based  lender,  the
prospective  liquidation value of the assets, if any,  collateralizing  any debt
securities that we hold will be an important factor in our credit  analysis.  We
will emphasize both tangible assets (such as accounts receivable, inventory, and
equipment) and intangible assets (such as intellectual property, customer lists,
networks and databases).


                                       12
<PAGE>

      h.    Investment Process Due Diligence

      If a target company generally meets the  characteristics  described above,
we will perform  initial due  diligence,  including:  (a) company and technology
assessments,  (b) existing management team, (c) market analysis, (d) competitive
analysis, (e) evaluation of management,  (f) risk analysis and transaction size,
(g)  pricing,  and (h)  structure  analysis.  Much of this  work will be done by
management  and  professionals  who are well known by  management.  The criteria
delineated  above provide general  parameters for our investment  decisions.  We
intend to pursue an  investment  strategy by further  imposing such criteria and
reviews that best insures the value of our investments.  As unique circumstances
may arise or be  uncovered,  not all of such  criteria  will be followed in each
instance  but the  process  provides a  guideline  by which  investments  can be
prudently made and managed.

      Upon successful completion of the preliminary  evaluation,  we will decide
whether to deliver a non- binding letter of intent and move forward  towards the
completion of a transaction.  In our review of the  management  team, we look at
the following:  (a) interviews  with  management and  significant  stockholders,
including any financial or strategic  sponsor;  (b) review of financing history;
(c) review of management's track record with respect to product  development and
marketing,  mergers and acquisitions,  alliances,  collaborations,  research and
development  outsourcing  and other  strategic  activities;  (d)  assessment  of
competition;  and (e) review of exit strategies.  In our review of the financial
conditions,  we look at the following:  (a) evaluation of future financing needs
and plans; (b) detailed  analysis of financial  performance;  (c) development of
pro forma  financial  projections;  and (d)  review of assets  and  liabilities,
including contingent Liabilities, if any, and legal and regulatory risks. In our
review of the  products and services of the  portfolio  company,  we look at the
following:  (a)  evaluation of  intellectual  property  position;  (b) review of
existing customer or similar  agreements and arrangements;  (c) analysis of core
technology; (d) assessment of collaborations;  (e) review of sales and marketing
procedures;  and (f) assessment of market and growth potential.  Upon completion
of these  analyses,  we will conduct  on-site  visits with the target  company's
management  team.  Also, in cases in which a target company is at a mature stage
of  development  and if other matters that warrant such an  evaluation,  we will
obtain an independent appraisal of the target company.

      7.    Ongoing Relationships with Portfolio Companies Monitoring

      We will continuously monitor our portfolio companies in order to determine
whether they are meeting our financing  criteria and their  respective  business
plans. We may decline to make additional investments in portfolio companies that
do not continue to meet our financing  criteria.  However, we may choose to make
additional  investments in portfolio companies that do not do so, but we believe
that we will  nevertheless  perform  well in the  future.  We will  monitor  the
financial trends of each portfolio  company to assess the appropriate  course of
action  for  each  company  and  to  evaluate  overall  portfolio  quality.  Our
management  team  will  closely  monitor  the  status  and  performance  of each
individual company on at least a quarterly and, in some cases, a monthly basis.

      We will use several  methods of evaluating and monitoring the  performance
and fair value of our debt and equity  positions,  including  but not limited to
the following: (a) assessment of business development success, including product
development,  financings,  profitability  and the  portfolio  company's  overall
adherence to its business plan; (b) periodic and regular  contact with portfolio
company   management   to   discuss   financial   position,   requirements   and
accomplishments;   (c)  periodic  and  regular  formal  update  interviews  with
portfolio  company  management and, if  appropriate,  the financial or strategic
sponsor;  (d) attendance at and  participation in board meetings;  (e) review of
monthly  and  quarterly  financial  statements  and  financial  projections  for
portfolio companies.


                                       13
<PAGE>

      8.    Managerial Assistance

      As a business  development  company,  we will offer, and in many cases may
provide,  significant  managerial  assistance to our portfolio  companies.  This
assistance  will  typically  involve:  (a)  monitoring  the  operations  of  our
portfolio  companies,  (b) participating in their board and management meetings,
(c)  consulting  with  and  advising  their  officers  and (d)  providing  other
organizational and financial guidance.

      9.    Diversification

      As a BDC,  we must invest at least 70% of our total  assets in  qualifying
assets  consisting of  investments in eligible  portfolio  companies and certain
other assets including cash and cash equivalents.  In order to receive favorable
pass-through tax treatment on its distributions to our  stockholders,  we intend
to  diversify  our pool of  investments  in such a manner so as to  qualify as a
diversified closed end management  investment company.  However,  because of the
limited  size of the  funding  which is  likely to be  available  to us, we will
likely be classified as a  non-diversified  closed end investment  company under
the 1940 Act. Until we qualify as a registered  investment  company ("RIC"),  we
will not be subject to the diversification requirements applicable to RICs under
the Internal Revenue Code. Therefore, we will not receive favorable pass through
tax treatment on distributions to our stockholders.  In the future, we will seek
to increase the  diversification  of our  portfolio so as to make it possible to
meet the RIC diversification  requirements, as described below. We cannot assure
you, however, that we will ever be able to meet those requirements.

      To qualify as a RIC,  we must meet the  issuer  diversification  standards
under the Internal  Revenue Code that require that, at the close of each quarter
of our  taxable  year,  (a) not more than 25% of the  market  value of our total
assets is invested in the securities of a single issuer, and (b) at least 50% of
the  market  value of our  total  assets is  represented  by cash,  cash  items,
government  securities,  securities of other RICs,  and other  securities.  Each
investment in these other  securities is limited so that not more than 5% of the
market  value of our total  assets is  invested  in the  securities  of a single
issuer and we do not own more than 10% of the outstanding voting securities of a
single  issuer.  For  purposes  of the  diversification  requirements  under the
Internal Revenue Code, the percentage of our total assets invested in securities
of a portfolio  company will be deemed to refer,  in the case of  financings  in
which we commit to provide  financing  prior to funding the  commitment,  to the
amount of our total assets  represented by the value of the securities issued by
the eligible  portfolio company to us at the time each portion of the commitment
is funded.

      The amount of funds  committed  to a portfolio  company and the  ownership
percentage  received  will  vary  depending  on the  maturity  of the  portfolio
company,  the quality and  completeness  of the portfolio  company's  management
team,  the perceived  business  opportunity,  the capital  required  compared to
existing capital,  and the potential return.  Although  investment  amounts will
vary considerably,  we expect that the average  investment,  including follow-on
investments, will be between $125,000 and $500,000.

      10.   Competition

      Our primary  competitors  to provide  financing to target  companies  will
include  private equity and venture  capital funds,  other equity and non-equity
based  investment  funds and  investment  banks and other  sources of financing,
including  traditional financial services companies such as commercial banks and
specialty finance companies.  Many of these entities have substantially  greater
financial  and  managerial  resources  than we will have.  We  believe  that our
competitive  advantage  with regard to quality target  companies  relates to our
ability to  negotiate  flexible  terms and to complete  our review  process on a
timely basis.  We cannot  assure you that we will be successful in  implementing
our strategies.

      B.    RISK FACTORS

      We are subject to various  risks that may  materially  harm our  business,
financial condition and results of operations. You should carefully consider the
risks  and  uncertainties  described  below and the  other  information  in this


                                       14
<PAGE>

filing.  If any of these risks or uncertainties  actually occurs,  our business,
financial  condition or operating  results could be materially  harmed.  In that
case, the trading price of our common stock could decline and you could lose all
or part of your investment.

We have only Recently begun Operating as a Business Development Company

      We only recently commenced  operations as a business  development company.
We are subject to all of the business risks and  uncertainties  associated  with
any new  business,  including  the risk that we will not achieve our  investment
objective.  In such  situation,  the  value  of your  investment  could  decline
substantially.

We have no Experience Managing a Business Development Company

      The  Investment  Company Act of 1940 imposes  numerous  constraints on the
operations of business development companies. For example,  business development
companies are required to invest at least 70% of their total assets primarily in
securities  of  private  or  thinly  traded  US  public  companies,  cash,  cash
equivalents,  US government  securities and other high quality debt  investments
that mature in one year or less. Our management's lack of experience in managing
a portfolio of assets under such  constraints  may hinder their  ability to take
advantage of attractive investment  opportunities and, as a result,  achieve our
investment objective.

We Operate in a Highly Competitive Market for Investment Opportunities

      A  large  number  of  entities  compete  with us and  make  the  types  of
investments  that we seek to make in small  and  medium  sized  privately  owned
businesses.  We compete with a large number of private  equity funds,  leveraged
buyout funds and venture  capital funds,  investment  banks and other equity and
non-equity  based investment  funds,  and other sources of financing,  including
traditional  financial  services companies such as commercial banks. Many of our
competitors are substantially  larger and have considerably  greater  financial,
technical and marketing resources than we do. For example,  some competitors may
have a lower cost of funds and access to funding  sources that are not available
to us. In addition,  certain of our  competitors may have higher risk tolerances
or  different  risk  assessments,  which  could  allow them to  consider a wider
variety of investments and establish more  relationships  and build their market
shares.  Furthermore,  many of our potential  competitors are not subject to the
regulatory  restrictions  that  the  1940  Act  imposes  on  us  as  a  business
development company. We cannot assure you that the competitive pressures we face
will not have a material adverse effect on our business, financial condition and
results of operations. Also, as a result of this competition, we may not be able
to take advantage of attractive  investment  opportunities from time to time and
there can be no assurance that we will be able to identify and make  investments
that satisfy our  investment  objectives or that we will be able to fully invest
our available capital.

If our Primary Investments are Deemed not to be Qualifying Assets, We Could Lose
our Status as a Business  Development  Company or be  Precluded  from  Investing
According to our Current Business Plan

      If we are to maintain  our status as a business  development  company,  we
must not acquire any assets other than "qualifying  assets" unless,  at the time
of and after giving effect to such acquisition, at least 70% of our total assets
are  qualifying  assets.  If we acquire  senior loans,  mezzanine debt or equity
securities  from an issuer which has  outstanding  marginable  securities at the
time  we make  an  investment,  these  acquired  assets  cannot  be  treated  as
qualifying  assets.  This results  from the  definition  of "eligible  portfolio
company"  under  the 1940 Act,  which in part  looks to  whether  a company  has
outstanding marginable securities.

      Amendments  promulgated  in 1998 by the Board of  Governors of the Federal
Reserve  System to  Regulation T under the  Securities  Exchange Act of 1934, as
amended,  or the Exchange Act, expanded the definition of marginable security to
include any non-equity  security.  These  amendments have raised questions as to
whether a private company that has outstanding debt would qualify as an eligible
portfolio company.


                                       15
<PAGE>

      We believe that substantially all of the senior loans,  subordinated loans
and equity  securities  that we hold and propose to acquire in the future should
constitute  qualifying  assets  because our current  borrowers  did not, and our
expected  future  borrowers  will  not,  at the  time  of our  investment,  have
outstanding marginable  securities.  We believe that should a different position
be taken such that those investments may be securities, they should still not be
marginable  securities.  In particular,  debt instruments that do not trade in a
public  secondary  market  or are not  rated  investment  grade  are not  margin
eligible  securities  under  the  rules  established  by  the  self-  regulatory
organizations, including the New York Stock Exchange and National Association of
Securities  Dealers,  that govern the terms on which  broker-dealers  may extend
margin credit. Until the questions raised by the amendments to Regulation T have
been addressed by legislative,  administrative  or judicial action, we intend to
treat as qualifying  assets only those senior loans and subordinated  loans that
are not investment grade, do not have a public secondary market,  and are issued
by a private  issuer that does not have  outstanding a class of margin  eligible
securities  at the  time  of our  investment.  Likewise,  we will  treat  equity
securities  issued by a  portfolio  company as  qualifying  assets  only if such
securities  are issued by a private  company that has no  marginable  securities
outstanding at the time we purchase such securities.

      To date,  we do not  believe  that  either  the  Securities  and  Exchange
Commission  or its staff has taken any position  with respect to our analysis of
the issues  discussed  above. We intend to adjust our investment focus as needed
to comply with  and/or take  advantage  of any future  administrative  position,
judicial decision or legislative action.


      The Securities and Exchange Commission has recently proposed amendments to
the rules  concerning  business  development  companies that would clarify that,
among other things,  companies that do not have a class of securities  listed on
an exchange or Nasdaq would be considered eligible portfolio companies. If these
rules are adopted as proposed,  it would remove the  uncertainty  concerning the
status of certain of our investments as qualifying assets by clarifying that all
of our portfolio  companies would be considered  eligible  portfolio  companies.
There can be no guarantee that the SEC will adopt these rules  substantially  as
proposed, if at all.

      Unless and until the proposed rules described above are adopted,  if there
were  a  court  ruling  or   regulatory   decision  that   conflicts   with  our
interpretations,  we could lose our status as a  business  development  company.
This would have a material adverse effect on our ability to invest in the manner
described  in  this  offering  circular,  on our  operating  results,  financial
condition  and ability to pay  dividends,  and on the value of our common stock.
Such a ruling or decision also may require that we dispose of  investments  that
we made based on our  interpretation  of Regulation T. Such  dispositions  could
have a  material  adverse  effect  on us and our  stockholders.  We may  need to
dispose of such investments quickly, which would make it difficult to dispose of
such  investments  on  favorable  terms.  In  addition,  because  these types of
investments  will  generally be illiquid,  we may have  difficulty  in finding a
buyer and, even if we do find a buyer,  we may have to sell the investments at a
substantial loss.

Changes in Laws or Regulations Governing our Operations may Adversely Affect our
Business

      We and our  portfolio  companies  will be subject to regulation by laws at
the local, state and federal level. These laws and regulations, as well as their
interpretation,  may be changed  from time to time.  Accordingly,  any change in
these laws or regulations could have a material adverse impact on our business.

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

                                       16
<PAGE>

      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.

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  Over-the-Counter  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 Its Interests May Differ From
Other Stockholders

      Direct Capital Investments,  Ltd. ("Direct Capital"),  an Israeli company,
owns  approximately  82.83% of our common stock and has the ability to appoint a
majority  to the  Board  of  Directors.  Accordingly,  Direct  Capital  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  Direct  Capital  may  differ  from  the  interests  of the  other
stockholders.

We May Change Our Investment Policies Without Further Stockholder Approval

      Although we are limited by the Investment Company Act of 1940 with respect
to the  percentage  of our assets that must be invested in qualified  investment
companies,  we are not limited  with  respect to the minimum  standard  that any
investment  company  must meet,  nor the  industries  in which those  investment
companies must operate. We will make investments  without stockholder  approval.
Any change in our investment  policy or selection of investments could adversely
affect our stock price,  liquidity and the ability of our  stockholders  to sell
their stock.

Our Investments May Not Generate Sufficient Income to Cover Our Operations

      We intend to make investments  into qualified  companies that will provide
the  greatest  overall  return  on our  investment.  However,  certain  of those
investments  may  fail,  in which  case we will not  receive  any  return on our
investment.  In addition, our investments may not generate income, either in the
immediate  future, or at all. As a result, we may have to sell additional stock,
or borrow  money,  to cover our operating  expenses.  The effect of such actions
could cause our stock price to decline or, if we are not  successful  in raising
additional capital, we could cease to continue as a going concern.


                                       17
<PAGE>

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

      As of April 4, 2005, there were 42,253,125 shares outstanding, of which at
least  approximately  92% are  "restricted"  under  the  Securities  Act of 1933
("Securities Act"),  meaning that these restricted shares may not be sold in the
absence  of  registration  except  under  an  exemption  from  the  registration
requirements  of  the  Securities  Act.  We are  authorized  to  issue  up to an
additional approximately 57,746,875 shares of common stock and 800,000 shares of
blank  check  preferred  stock.  These  issuances,   including  the  rights  and
preferences of the preferred shares, do not require  stockholder  approval.  The
sale or availability for sale of substantial amounts of our common stock, in the
public market could adversely  affect the market price of our common stock. As a
result of our contractual  agreement to register  $5,000,000 of shares of common
stock on behalf of Cornell Capital and the shares of common stock underlying two
convertible  debentures and 200,000  shares of Series A Preferred  Stock held by
Cornell,  there are a  significant  amount  of shares  which we have to issue to
Cornell. We cannot predict the actual number of shares of common stock that will
be  issued  to  Cornell  Capital  Partners,  LP  ("Cornell")  pursuant  to these
convertible  debentures  and the Series A Preferred  Stock held by Cornell.  The
purchase  price of the shares to be issued upon  conversion  of the  convertible
debentures and the Series A Preferred  Stock will fluctuate  based on prevailing
market conditions.

We May Not Realize Gains from our Equity Investments

      If we invest in mezzanine or senior secured loans, we may acquire warrants
or other equity  securities  as well.  Our goal is ultimately to dispose of such
equity  interests  and realize  gains upon our  disposition  of such  interests.
However,  the equity  interests we receive may not  appreciate  in value and, in
fact,  may decline in value.  Accordingly,  we may not be able to realize  gains
from our equity  interests,  and any gains that we do realize on the disposition
of any equity  interests  may not be  sufficient  to offset any other  losses we
experience.

We Have Not Yet Identified any Portfolio Company Investments

      We have not yet  identified  any potential  investments  for our portfolio
and,  thus,  you will not be able to evaluate  any  specific  portfolio  company
investments  prior to purchasing shares of our common stock.  Additionally,  our
investments will be selected by our Board of Directors and our stockholders will
not have  input  into such  investment  decisions.  Both of these  factors  will
increase the uncertainty, and thus the risk, of investing in our shares.


Our Portfolio  may be  Concentrated  Initially in a Limited  Number of Portfolio
Companies,  which will Subject us to a Risk of Significant  Loss if any of these
Companies Defaults on its Obligations under any of its Debt Securities

      We may  initially  invest the net  proceeds of this  offering in a limited
number of companies. A consequence of this limited number of investments is that
the aggregate  returns we realize may be significantly  adversely  affected if a
small number of investments perform poorly or if we need to write down the value
of any one investment.


Our Investments In Portfolio  Companies May Be Risky,  And You Could Lose All Or
Part Of Your Investment


                                       18
<PAGE>

      Our  investments  in portfolio  companies  involve a number of significant
risks, including:

      o     these  companies  may have limited  financial  resources  and may be
            unable to meet their obligations under their debt securities that we
            hold,  which may be accompanied by a  deterioration  in the value of
            any collateral and a reduction in the likelihood of us realizing any
            guarantees we may have obtained in connection with our investment; o
            these companies typically have shorter operating histories, narrower
            product  lines and smaller  market  shares  than larger  businesses,
            which tend to render them more  vulnerable to  competitors'  actions
            and market conditions, as well as general economic downturns;

      o     these companies are more likely to depend on the management  talents
            and  efforts  of a small  group of  persons;  therefore,  the death,
            disability,  resignation  or  termination  of one or more  of  these
            persons  could  have a  material  adverse  impact  on our  portfolio
            company and, in turn, on us; and

      o     these companies  generally have less predictable  operating results,
            may from time to time be  parties to  litigation,  may be engaged in
            rapidly  changing  businesses with products subject to a substantial
            risk of obsolescence, and may require substantial additional capital
            to support their  operations,  finance  expansion or maintain  their
            competitive position. In addition, our executive officers, directors
            and our investment  adviser may, in the ordinary course of business,
            be named as defendants in litigation arising from our investments in
            the portfolio companies.

An Investment  Strategy Focused Primarily on Privately-Held  Companies  Presents
Certain  Challenges,  Including  the Lack of Available  Information  about These
Companies,  a Dependence  on the Talents and Efforts of Only a Few Key Portfolio
Company Personnel and a Greater Vulnerability to Economic Downturns

      We will invest primarily in privately-held  companies.  Generally,  little
public information exists about these companies, and we will be required to rely
on the ability of the management to obtain adequate  information to evaluate the
potential returns from investing in these companies. If we are unable to uncover
all material information about these companies, we may not make a fully informed
investment  decision,   and  we  may  lose  money  on  our  investments.   Also,
privately-held  companies frequently have less diverse product lines and smaller
market  presence  than  larger  competitors.  These  factors  could  affect  our
investment returns.

Competition

As a business  development  company, we believe that we will compete in a highly
fragmented market. We expect to encounter substantial competition in our efforts
to  locate  attractive   opportunities,   primarily  from  business  development
companies,  venture  capital  partnerships  and  corporations,  venture  capital
affiliates  of  large  industrial  and  financial  companies,  small  investment
companies,   and  wealthy   individuals.   Many  of  these  entities  will  have
significantly greater experience,  resources and managerial capabilities than we
do and will  therefore  be in a better  position  than us to  obtain  access  to
attractive  business  opportunities.  All of these factors  present  significant
barriers to entry to us,  which are  exacerbated  since we have not yet begun to
operate as a business  development company and we have not yet become registered
under the 1940 Act.

Government Regulations

A  business  development  company  is  regulated  by the 1940  Act.  A  business
development  company must be  organized in the United  States for the purpose of
investing  in  primarily  private  companies  and making  managerial  assistance
available to them. A business  development  company may use capital  provided by
public shareholders and from other sources to invest in private  investments.  A
business  development  company  provides  shareholders the ability to retain the
liquidity of a publicly traded stock, while sharing in the possible benefits, if
any, of investing primarily in privately owned companies.

As a business  development  company,  we may not acquire  any assets  other than
"qualifying  assets" unless,  at the time we make the acquisition,  the value of
our qualifying  assets represents at least 70% of the value of our total assets.
The principal  categories of qualifying assets relevant to our business are: (a)


                                       19
<PAGE>

Securities  purchased in  transactions  not involving any public  offering,  the
issuer of which is an eligible  portfolio  company;  (b) Securities  received in
exchange for or distributed  with respect to securities  described in the bullet
above or pursuant to the exercise of options, warrants or rights relating to the
securities; and (c) Cash, cash items, government securities or high quality debt
securities  (within the  meaning of the 1940 Act),  maturing in one year or less
from the time of investment.

An eligible  portfolio  company is  generally a domestic  company that is not an
investment company (other than a small business  investment company wholly owned
by a  business  development  company)  and  that  (a)  does  not have a class of
securities  registered on an exchange or a class of  securities  with respect to
which a broker may extend  margin  credit;  (b) is  actively  controlled  by the
business  development  company and has an  affiliate  of a business  development
company  on its  board of  directors;  or (c)  meets  other  criteria  as may be
established by the Securities and Exchange Commission.

Control  under the 1940 Act is presumed  to exist  where a business  development
company  beneficially owns more than 25% of the outstanding voting securities of
the portfolio company.

To include  securities  described above as qualifying  assets for the purpose of
the 70% test, a business  development  company must make available to the issuer
of  those  securities   (whether  directly  or  through   cooperating   parties)
significant  managerial  assistance such as providing  significant  guidance and
counsel  concerning  the  management,  operations  or  business  objectives  and
policies of a portfolio  company.  We plan to provide  managerial  assistance to
each of our portfolio companies.

As a  business  development  company,  we  will  be  entitled  to  issue  senior
securities in the form of stock or  indebtedness,  including bank borrowings and
debt securities,  as long as our senior  securities have an asset coverage of at
least 200% immediately after each issuance.

We may also be prohibited  under the 1940 Act from  knowingly  participating  in
certain  transactions with our affiliates  without the prior approval of members
of our Board of Directors who are not interested persons and, in some cases, may
have to seek prior approval from the Securities and Exchange Commission.

As with  other  companies  regulated  by the 1940 Act,  a  business  development
company must adhere to substantive  regulatory  requirements.  A majority of our
directors  must be  persons  who are not  interested  persons,  as that  term is
defined in the 1940 Act. Additionally, we are required to provide and maintain a
bond  issued by a  reputable  fidelity  insurance  company to protect us against
larceny and embezzlement.  Furthermore,  as a business  development  company, we
will be prohibited from protecting any director or officer against any liability
to us or our shareholders  arising from willful  malfeasance,  bad faith,  gross
negligence or reckless  disregard of the duties  involved in the conduct of that
person's office.

Once we become registered under the 1940 Act as a business  development company,
we may not change the nature of our  business  so as to cease to be, or withdraw
our election as, a business  development  company unless authorized by vote of a
"majority of the outstanding voting  securities," as defined in the 1940 Act, of
our shares..  A majority of the  outstanding  voting  securities of a company is
defined  under the 1940 Act as the lesser  of: (i) 67% or more of the  company's
shares  present at a meeting if more than 50% of the  outstanding  shares of the
company  are  present  and  represented  by proxy or (ii)  more  than 50% of the
outstanding shares of the company.

Employees

We currently do not employ any employees other than our officers.


                                       20
<PAGE>

Item 2.  Description of Property

The Company uses office space at 231 Norman Avenue, Brooklyn, New York and at 20
West 64th Street,  New York, New York...The  space is provided to us at no cost.
We believe that such space is adequate for our current operations.

The Spring Village Complex

The  Spring  Village  Apartment  complex  is  a  garden-type  apartment  complex
consisting of seven  buildings  containing 60 one-bedroom  units, 49 two-bedroom
units and 15 studio  units and two  garages,  located in Sharon  Hill,  Delaware
County,  Pennsylvania.  Construction features include brick veneer over concrete
block exterior walls,  wood frame,  asphalt shingle gable roofs,  aluminum frame
windows  and  sliding  patio  doors.  Each unit is heated by gas fired hot water
baseboard heat. All units have wall mounted air conditioners. The buildings were
built in 1966.  We believe the  quality of  construction  and  current  physical
condition of the units is average.  Buildings and  improvements  are depreciated
using the straight  line method over a 40 year life.  Equipment  is  depreciated
using the  straight  line method over a 10 year life.  We own a 16%  partnership
interest in the  Partnership  which owns the  property.  The  Property  has been
substantially renovated and we do not anticipate the need for substantial future
renovations  other  than  routine  replacements.  We  believe  we have  adequate
insurance  coverage.  No  tenant  occupies  more than 10% of the  leased  space.
Substantially  all  leases  are for one  year or less,  and are for  residential
dwelling units. A thirty day notice is required for  termination.  Substantially
all of the leases expire within one year as is typical for apartment leases.

We are unaware of any environmental  hazards at our property which  individually
or  collectively  may  have a  material  adverse  impact  on our  operations  or
financial position. We have not been notified by any governmental authority, and
we are not otherwise aware, of any material non- compliance,  liability or claim
relating to  environmental  liabilities at our property.  Other than the cost to
remove  seven  underground  oil  storage  tanks  in  1997  as  discussed  below,
compliance with federal, state and local environmental rules and regulations has
not had a material effect on our capital  expenditures,  earnings or competitive
position.  Federal  regulations  require  owners and  landlords  of  residential
housing  constructed  prior  to 1978  to  disclose  to  potential  residents  or
purchasers any known lead paint hazards,  and imposes treble damages for failure
to provide such  disclosures.  Our complex was built  before  1978.  We did have
limited tests done for lead paint and no lead paint was discovered.  Lead paint,
if ingested,  may cause injury and we could be held liable for such  injuries if
lead paint hazards exist at our property.  There were seven inactive underground
storage tanks formerly used to store heating oil for the complex. The tanks were
not regulated by the State of  Pennsylvania,  and were removed  during 1997 by a
qualified environmental engineering firm. We believe future costs to comply with
environmental  laws will be minimal,  and will have little effect on the ongoing
operations of the Company. However, over the past twenty years, issues have been
raised  regarding  the  presence of asbestos  and other  hazardous  materials or
conditions  in existing real estate  properties.  Though we are not aware of any
environmental  hazards at the site which could have a material adverse effect on
us or our financial condition or results of operations,  we cannot give absolute
assurance that no such  environmental  hazards exist, nor can we assure you that
future  environmental laws,  regulations,  ordinances or events will not require
remediation of existing conditions.  If more stringent  requirements are imposed
on us or are required for other reasons,  the costs of compliance  could have an
adverse effect on us and our financial condition.  We will, however, do our best
to maintain and operate our property in a manner to minimize such risks.

231 Norman Avenue

The property located at 231 Norman Avenue, Brooklyn, New York consists of 58,000
square feet. The property is a warehouse  which is currently being operated as a
self-storage facility.


                                       21
<PAGE>

Item 3. Legal Proceedings

To date, we are not involved in any pending litigation,  nor are we aware of any
pending or contemplated  proceedings against it. We know of no legal proceedings
pending or  threatened,  or judgments  entered  against any of our  directors or
officers in their capacity as such.

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

No  matters  were  submitted  to a vote of  security  holders  during the fourth
quarter of the fiscal year covered by this report.

On October 29, 2004, an Information Statement was furnished to holders of shares
of common stock the Company to notify such stockholders that on October 11,2004,
the Company received written consent from certain principal  stockholders of the
Company holding  4,390,956  shares of common stock,  representing  approximately
65.05% of the total issued and outstanding  Common Stock,  adopting a resolution
to amend the Articles of Incorporation to: (1) increase the authorized shares of
common  stock from  15,000,000  to  100,000,000;  (2)  authorize up to 1,000,000
shares of a new class of  undesignated  preferred  stock  which  would allow the
Board of Directors of the Company to issue,  without further stockholder action,
one or more series of preferred  stock; (3) effect a reverse split of the shares
of the Company's common stock then issued and outstanding so that two (2) shares
of the Company's common stock outstanding immediately prior to the reverse stock
split will be  reclassified  and  converted  into one (1) share of the Company's
common  stock,  which will  continue to have $.001 par value per share;  and (4)
change the Company's name to a name,  chosen by the Company's Board of Directors
when and if the Board of  Directors  determines  such name change is in the best
interest  of the  Company.  The  amendment  to  our  Articles  of  Incorporation
incorporating  these  changes was filed with the Secretary of State of the State
of Delaware on November 19, 2004.

                                     PART II

Item 5.  Market for Common Equity and Related Stockholder Matters

Market Information.

Our common  stock is currently  quoted on the  Over-The-Counter  Bulletin  Board
under the symbol DCIU. For the periods indicated, the following table sets forth
the high and low bid prices per share of common  stock.  These prices  represent
inter-dealer  quotations without retail markup,  markdown, or commission and may
not necessarily represent actual transactions.

<TABLE>
<CAPTION>
                                                        Fiscal 2004               Fiscal 2003
                                            -----------------------------------------------------------
                                            High          Low          High          Low
-------------------------------------------------------------------------------------------------------
<S>                                         <C>           <C>          <C>           <C>
First Quarter Ended March 31                $0.50         $0.16        $0.12         $0.12
Second Quarter Ended June 30                $0.50         $0.12        $0.16         $0.12
Third Quarter Ended September 30            $0.50         $0.12        $0.20         $0.16
Fourth Quarter Ended December 31            $0.20         $0.06        $0.50         $0.16
</TABLE>

All prices are  adjusted  to  reflect a 1:2  reverse  stock  split  effected  on
December 6, 2004.

As of March 18, 2005, our shares of common stock were held by approximately  463
stockholders of record. The transfer agent of our common stock is American Stock
Transfer and Trust Company, 59 Maiden Lane, New York, New York, 10038.


                                       22
<PAGE>

We have not declared or paid any cash  dividends on its common stock nor does it
anticipate  paying  any in the  foreseeable  future.  Furthermore,  we expect to
retain any future earnings to finance our operations and expansion.  The payment
of cash  dividends  in the  future  will be at the  discretion  of our  Board of
Directors and will depend upon our earnings levels,  capital  requirements,  any
restrictive loan covenants and other factors the Board considers relevant.

We currently have no equity compensation plans.

Recent Sales of Unregistered Securities

On March 1,  2005,  we  received  from  Cornell  net  proceeds  of  $220,000  in
consideration  of our  issuance of an 8% Secured  Convertible  Debenture  in the
original  principal  amount of $250,000.  The debenture has a term of two years,
accrues  interest at 8% and is convertible  into our common stock at a price per
share  equal to the  lesser of (a) $0.36 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 all of the  outstanding  debenture  at a
price equal to $0.35 per share.

As of February 10,  2005,  we issued  shares of common stock to the  individuals
listed below in consideration for past services rendered to us: Jonathan Rigbi -
2,000,000 shares; David Yerushalmi - 1,350,000 shares; Jonathan Ofir - 1,350,000
shares;  Adam  Ofek -  1,350,000  shares;  Sam  Klepfish-500,000  shares;  David
Lubin-525,000  shares; and Meir Adiv - 100,000 shares. In addition,  each of the
following  independent  directors  will be entitled to receive an  aggregate  of
125,000 shares of common stock, which shares will vest pro ratably over the next
2 years,  commencing three months from the date of issuance and continuing every
quarter thereafter,  provided that such person is a director at such time: Zvika
Greengold,  Michael  Gibbs,  Marc Narboni,  Gregory  Bitterman and Seth Yakatan.
There were no  underwriters or  broker-dealers  involved in the issuance of such
shares and therefore no  underwriting  discounts or  commissions  were paid. The
shares were offered and issued pursuant to an exemption from registration  under
Section 4(2) of the Securities Act of 1933, as amended.

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

On December 6, 2004, we issued a $250,000 principal amount convertible debenture
to Cornell Capital  Partners,  L.P. The debenture is convertible into our common
stock, at the holder's  option,  at the lower of: (a) $0.074,  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 all of the  outstanding
debenture  at  a  price  equal  to  $0.072,.   There  were  no  underwriters  or
broker-dealers  involved  in the  issuance  of  such  shares  and  therefore  no
underwriting  discounts or commissions  were paid. The debenture was offered and
issued  pursuant to an exemption  from  registration  under  Section 4(2) of the
Securities Act of 1933, as amended.


                                       23
<PAGE>

On November 9, 2004, we issued 31,500,000  shares of common stock,  representing
90% of the issued share capital of the company,  to Direct Capital  Investments,
Ltd., in consideration  for an assignment to us of a promissory note made by 231
Norman  Avenue,  LLC, a New York limited  liability  company,  to Direct Capital
Investments, Ltd. in the principal amount of $770,000; and cash in the amount of
$130,000.

On April 5, 2004,  we  commenced  a private  offering  of 675,000  shares of our
common stock at $.10 per share, and we raised $67,000 in net cash proceeds prior
to  September  30,  2004.  The  proceeds of this  offering  was used to fund our
operations and make investments in other businesses.  There were no underwriters
or  broker-dealers  involved in the  issuance of such  shares and  therefore  no
underwriting  discounts or  commissions  were paid.  The shares were offered and
issued  pursuant to an exemption  from  registration  under  Section 4(2) of the
Securities Act of 1933, as amended.

Purchases of equity securities by the issuer and affiliated purchasers.

None.

Item 6. Management's Discussion and Analysis or Plan of Operation

The following  discussion and analysis  should be read in  conjunction  with the
financial statements included herewith.  This discussion should not be construed
to imply that the results  discussed herein will  necessarily  continue into the
future, or that any conclusion  reached herein will necessarily be indicative of
actual operating results in the future. Such discussion represents only the best
present assessment of our management.

Plan of Operation

We have historically been engaged in two lines of business: owning and operating
income producing real estate, and making investments in and providing consulting
services to other businesses.  On November 9, 2004, Direct Capital  Investments,
Ltd. purchased 90% of our issued share capital on a fully diluted basis.  Direct
Capital Investments,  Ltd. is an Israeli company which is traded on the Tel Aviv
Stock  Exchange.  Going  forward,  we  will  operate  as  a  regulated  business
development company under the 1940 Act.

We anticipate satisfying our cash obligations during the next 12 months from the
loans receivables to us. However, we currently do not have sufficient  resources
to effectuate our business plan. In order to raise capital, we intend to shortly
commence an offering  pursuant to Regulation E of the Investment  Company Act of
1940.

Financial Condition and Results of Operations

The following  discussion of our results of operations  includes the business of
our subsidiary, Bartram Holdings, Inc.

Fiscal Year Ended  December 31, 2004 Compared to Fiscal Year Ended  December 31,
2003

We reported  total  revenues of $84,535 for the twelve months ended December 31,
2004,  compared to $997,275  for the twelve  months  ended  December 31, 2003, a
decrease of $912,740,  or _92%.  This  decrease was primarily due as a result of
the change in control of the  Company and the  transfer of 80% of Bartram  which
occurred on November 9, 2004 Total  operating  expenses  decreased from $882,667
for the year ended December 31, 2003 to $140,469 for the year ended December 31,
2004.  This  decrease  was  primarily  a result of the  change in control of the
Company and the transfer of 80% of Bartram which occurred on November 9, 2004.


                                       24
<PAGE>

Fiscal Year Ended  December 31, 2003 Compared to Fiscal Year Ended  December 31,
2002

We reported  total revenues of $997,275 for the twelve months ended December 31,
2003,  compared to $876,609 for the twelve  months ended  December 31, 2002,  an
increase of $120,666,  or 13.8%.  Several  factors  accounted for this increase.
Occupancy  increased  slightly in 2003. We also realized increases in unit rents
and tenant fees. We believe this was the result of inflation  and  competitively
priced units in a market that had a limited supply of affordable  units. We also
received $79,455 for consulting services provided to other companies. Below is a
summary  analysis of our revenues for the twelve months ended  December 31, 2003
and 2002:

                               December 31,

                                  2003         2002      $ change    % change
                               ---------    ---------    ---------   ---------
Gross rent potential           $ 914,468    $ 884,438    $  30,030         3.4
Less:  vacancy                    39,399       44,100       (4,701)       (10.7)
                               ---------    ---------    ---------   ---------
Net rental income                875,069      840,338       34,731         4.1
Tenant charges & misc             42,751       36,271        6,480        17.9
Other revenues                    79,455            0       79,455
                               ---------    ---------    ---------   ---------
Total revenues                 $ 997,275    $ 876,609    $ 120,666        13.8%
                               =========    =========    =========   =========

Total  operating  expenses  increased  by  $169,612,  to $882,667 for the twelve
months ended December 31, 2003.  Administrative expenses increased by $72,335 to
$300,857 for the twelve months ended  December 31, 2003.  In 2003,  there was an
increase in  administrative  expenses related to the operations of the apartment
complex,  which consisted primarily of advertising  expenses. We also incurred a
significant  increase  in  overhead  associated  with  being a public  reporting
company with the Securities and Exchange Commission in 2003.  Utilities expenses
increased from $118,307 in 2002 to $129,571 in 2003 due primarily to an increase
in 2003 in the price of natural gas used to heat our  buildings.  Operating  and
maintenance  expenses  increased  from  $92,853  in 2002 to  $147,359  in  2003.
Extraordinary unit turnover in 2003 and additional maintenance costs incurred to
catch up on deferred  maintenance to prepare for refinancing  accounted for most
of the increase in operating expenses. Taxes and insurance increased by $23,718.
Depreciation  and  amortization  increased  by $7,789 to $141,982 as a result of
recent capital improvements being depreciated.

Interest income increased by $15,812 from $1,015 in 2002 to $16,827 in 2003, due
to loans made to other companies.  Interest  expense  increased from $302,278 in
2002 to $323,887 in 2003.

In 2003, we sold a portion of our investment in InteliSys Aviation Systems for a
gain of $23,750. In 2002, we sold our investment in DATANET Office Solutions and
realized a $10,274 gain.


                                       25
<PAGE>

Equity earnings on investments, net, is summarized below:

                                                 Our proportionate share
                                                 of net income or (loss)
                                                 under the equity method
                                                       of accounting

       Entity                                      2003            2002
       ------                                    ----------------------

DATANET Office Solutions, Inc.                        0           7,726
Eastern Envelopes & Graphics LLC                      0          (5,250)
                                                 ------          ------
Net earnings from

  equity investments                                  0           2,476
                                                 ======          ======

Net loss  increased  from  $124,959 in 2002 to  $584,301 in 2003.  We reported a
basic net loss of $.05 per share for the twelve months ended  December 31, 2002,
compared  to a basic  net loss of $.15 per  share for the  twelve  months  ended
December 31, 2002.

Though we incurred a loss of $584,301 for the twelve  months ended  December 31,
2003,  most of that loss was  caused by  non-recurring  charges  related  to the
reorganization and refinancing of our real estate business.

Liquidity and Capital Resources

At December 31, 2004, we had $268,020 in working capital, including cash held in
escrow for anticipated future expenses. However, we need additional financing to
expand our business, to carry out our business plan and to reduce debt. There is
no assurance that we will be able to obtain  additional  financing in sufficient
amounts or on acceptable  terms when needed,  which could  adversely  affect our
operating results and prospects.

Prior to November 9, 2004, we were financed by our operations.  After the change
of control,  we have  received a net  aggregate  amount of $400,000 from Cornell
Capital Partners,  LP from the issuance of secured  convertible  debentures.  We
also have a Standby Equity Distribution Agreement with Cornell Capital Partners,
L.P,  pursuant to which we may, at our 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 will pay us 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,  we will pay
Cornell Capital Partners,  L.P. a cash fee equal to 5% of each advance. In order
for us to utilize  the equity  credit  line,  we must first have a  registration
statement declared effective by the SEC.

We intend to commence  shortly an offering of $5,000,000 of our shares  pursuant
to Regulation E of the Securities Act of 1933, as amended. There is no assurance
that we will be successful at raising any funding. We currently have no revenues
and no operations, and accordingly have no source of funding for our operations.
We have not  identified  any potential  sources of debt or equity  financing and
there can be no assurance that we will be able to obtain additional financing if
and when needed or that, if available, financing will be on acceptable terms.

Off Balance Sheet Arrangements

We do not have any off balance sheet  arrangements that are reasonably likely to
have a current or future effect on our financial condition, revenues, results of
operations, liquidity or capital expenditures.


                                       26
<PAGE>

Item 7. Financial Statements

The financial statements are attached after the signature pages.

Item  8.  Changes  in and  Disagreements  with  Accountants  on  Accounting  and
Financial Disclosure

On  January  27,  2005,  we  engaged  Seligson &  Giannattasio  LLP,  as our new
principal  independent  accountants,  following  the  resignation  of our  prior
principal  independent  accountants,  Haefele,  Flanagan,  &  Co.,  P.C.,  which
occurred on January 26, 2005. The decision to change accountants was recommended
and approved by our Board of Directors.

The reports of Haefele,  Flanagan on the financial  statements for either of the
past two fiscal years contained no adverse opinion or disclaimer of opinion, and
were not  qualified or modified as to  uncertainty,  audit scope,  or accounting
principles.  In  addition,  during our two most recent  fiscal years and through
January 26, 2005,  there were no  disagreements  with  Haefele,  Flanagan on any
matters of accounting  principles or practices,  financial statement disclosure,
or auditing scope or  procedures,  which  disagreements,  if not resolved to the
satisfaction of Haefele, Flanagan, would have caused it to make reference to the
subject  matter  of  the  disagreements  in  connection  with  its  reports.  No
"reportable events" (as defined in 17 C.F.R.  229.304(a)(1)(v))  occurred within
our two most recent fiscal years nor through January 26, 2005.

As of January 27,  2005,  Seligson &  Giannattasio  LLP was engaged by us as our
principal  independent  accountants.  The appointment of Seligson & Giannattasio
was  recommended  and  approved by our Board of  Directors.  During our two most
recent  fiscal  years and through  January  27,  2005,  we did not consult  them
regarding  either (i) the  application  of accounting  principles to a specified
transaction,  either  completed or proposed;  or the type of audit  opinion that
might be rendered on our financial statements,  and neither a written report nor
oral advice was provided to us by Seligson &  Giannattasio  that they  concluded
was an  important  factor  considered  by us in  reaching a  decision  as to the
accounting,  auditing or financial  reporting issue; or (ii) any matter that was
either the subject of a  "disagreement"  (as defined in 17 C.F.R.  304(a)(1)(iv)
and the related  instructions) or a "reportable  event" (as defined in 17 C.F.R.
304(a)(1)(v)).

Item 8A.  Controls and Procedures

Based on an evaluation  under the supervision and with the  participation of the
Company's management as of a date within 90 days of the filing date of this Form
10-KSB,  the Company's chief executive  officer and chief financial officer have
concluded that the Company's  disclosure  controls and procedures (as defined in
Rules  13a-14(c) and  15d-14(c)  under the  Securities  Exchange Act of 1934, as
amended  (Exchange Act) are effective to ensure that information  required to be
disclosed by the Company in reports that it files or submits  under the Exchange
Act is recorded,  processed,  summarized  and  reported  within the time periods
specified in Securities and Exchange Commission rules and forms.

There were no significant changes in the Company's internal controls or in other
factors that could significantly affect these controls subsequent to the date of
their evaluation. There were no significant deficiencies or material weaknesses,
and therefore there were no corrective actions taken. However, the design of any
system  of  controls  is  based  in part  upon  certain  assumptions  about  the
likelihood  of future  events and there is no  certainty  that any  design  will
succeed in achieving its stated goal under all potential future  considerations,
regardless of how remote.


                                       27
<PAGE>

Item 8B.  Other Information

As of March 31, 2005, we entered into a Forebearance and Modification  Agreement
with 231 Norman  Avenue,  whereby we agreed to forego the  interest  payment and
default payments due us under the $770,000 note and the $600,000 note payable to
us from 231 Norman  Avenue.  Said notes were modified to provide that 231 Norman
Avenue would make quarterly payments to us of interest only commencing March 31,
2005 in arrears.  On April 14,  2005,  a payment of  $12,278.90  was made to us,
representing accrued interest through December 31, 2004 with respect to both the
$600,000 note and the $770,000 note.  With respect to the period from January 1,
2005 to March 31, 2005, interest of $23,100 has accrued on the $770,000 note and
interest of $18,000 has accrued on the $600,000 note, and neither accrued amount
had been paid as of March 31, 2005.

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

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

                                    PART III

Item 9. Directors, Executive Officers, Promoters and Control Persons; Compliance
with Section 16(a) of the Exchange Act

Directors and Officers.

The following table sets forth the names and ages of the members of our Board of
Directors and our executive officers and the positions held by each.

--------------------------------------------------------------------------------
Name                   Age     Position
--------------------------------------------------------------------------------
Jonathan Ilan Ofir      41     Chief Executive Officer and Chairman of the Board
--------------------------------------------------------------------------------
Michael Gibbs           68     Chief Financial Officer
--------------------------------------------------------------------------------
Zvika Greengold         53     Director
--------------------------------------------------------------------------------
Marc Narboni            47     Director
--------------------------------------------------------------------------------
Gregory Bitterman       44     Director
--------------------------------------------------------------------------------
Seth Yakatan            34     Director
Alon Segev              37     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.


                                       28
<PAGE>

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  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 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 since March 11, 2005,  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,  Leasco  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.

Alon Segev has been a director  since  November  29,  2004.  Mr.  Segav has been
involved in  international  ventures in a financial and  entrepreneurial  aspect
since  April  2004.  From  August  2002 to  April  2004 Mr.  Segev  was the Vice
President- Business Development for Comadis  International Trade Ltd., a British
company he co-founded which was involved in international  trade of commodities,
products and energy for infrastructure  sectors. From August 1999 to August 2002
he was chief  executive  officer and  director of  NetTrust  Inc.,  a company he
co-founded  with Professor Hod Lipson.  NetTrust was a holding company in energy
and  infrastructure  (GRP  Pipes and power  plants),  car parts  importer,  an a
distributor  of VIALLE BV, an  international  oil trade and  high-tech  company.
Mr.Segev  received  his LLB law degree  from Tel Aviv  University  in 1998 and a
B.Sc.  in  mechanical  engineering  with  distinction  from the  Technion-Israel
Institute of Technology  in 1990.  Mr. Segev served for five years as an officer
in the Israeli Navy.  There is no transaction  during the last two years, or any
proposed  transactions,  to which the  Company was or is a party with any of the
foregoing individuals or any member of their respective immediate family

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.


                                       29
<PAGE>

Zvika  Greengold,  a director of the Company  since  February 11, 2005,  was the
Chief  Executive  Officer of a  state-owned  major fuel  producer in Israel from
April 1999 through April 2000.  From April 2000 to April 2001 he was adviser and
Chief Executive Officer of Caribbean Petroleum corporation.  From September 2001
through  September  2004 he was an  independent  director at Tefron,  an Israeli
company  publicly traded in the US. From February 2003 through February 2004 Mr.
Greengold was Chairman of Better On Line Solutions an Israeli  company  publicly
traded in the US and continues to remain an advisor to the company. He is also a
director at First  International Bank Mortgage company and of Polisak an Israeli
publicly  traded company and is the chairman of the board at Kav Kor, an Israeli
manufacturing company and chairman of Poliraz an Israeli plastics company.

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 serves 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.

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 Katan, Mr. Yakatan has successfully  managed
sell-side M&A engagements  for companies in the Life Science space.  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

There is no transaction during the last two years, or any proposed transactions,
to which DCI USA, Inc. was or is a party with any of the  foregoing  individuals
or any member of their respective immediate family.

Audit Committee Financial Expert.

The Board of Directors has not  established an audit committee and does not have
an audit committee  financial expert.  The Board is of the opinion that an audit
committee  is not  necessary  because its  directors  have been  performing  the
functions of an audit committee.

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,
2004, 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.

Code of Ethics.  The Company has adopted a Code of Ethics. We will make the Code
of Ethics available to any person without charge,  upon request.  Such a request
may be made by sending us a request in  writing to the  following  address:  DCI
USA, Inc., 20 West 64th Street New York, New York 10023.

Item 10.  Executive Compensation

The  following  table  presents  certain  specific  information   regarding  the
compensation  of our  Chief  Executive  Officer  and any  other  officers  whose
compensation was in excess of $100,000,  during the fiscal years ending December
31, 2004, 2003 and 2002.


                                       30
<PAGE>

<TABLE>
<CAPTION>

                                                                                                     Long-Term
                                                                                                   Compensation
                                                                                  --------------------------------------------------
                                                    Annual Compensation                         Awards          Payouts
                                         -------------------------------------------------------------------------------------------
                                                                                                                            All
                                                                       Other   Restricted Stock  Securities                Other
                                Year                                  Annual     Award(s) ($)    Under-lying              Compen-
            Name and                                                  Compen-                   Options/ SARs            sation ($)
       Principal Position                                 Bonus ($)  sation ($)                       (#)          LTIP
                                         Salary ($)                                                           Payouts ($)
------------------------------------------------------------------------------------------------------------------------------------
<S>                              <C>  <C>      <C>          <C>         <C>          <C>            <C>            <C>       <C>
David Yerushalmi,                2004 (1)      $0           $0          $0           $0             0              $0        $0
     Chief Executive Officer
     and Chairman


Harry J. Santoro,                2004 (3)   $150,000        -0-       -0-           -0-            -0-           -0-        -0-
     Former President and        2003         -0-          -0--     $117,000(4)    $1,000       125,000(5)       -0-        -0-
     Former Treasurer            2002         -0-           -0-     $ 76,750(4)     -0-          125,000         -0-        -0-

Stephen Robinson                 2004 (6)    $9,000         -0-       -0-           -0-            -0-           -0-        -0-
     Former Vice President,      2003         -0-           -0-      $117,000      $1,000       125,000(5)       -0-        -0-
Secretary, and Directors         2002         -0-           -0-      $ 76,750       -0-          125,000         -0-        -0-
</TABLE>

      3.    Mr. Yerushalmi became an officer on November 9, 2004 and resigned on
            December 31, 2004. Mr.  Yerushalmi did not receive any  compensation
            during his tenure as an officer and director;  however,  on February
            10, 2005 Mr. Yerushalmi was issued 1,350,000 shares.

      4.    Mr. Santoro, our President,  Treasurer and a director, resigned from
            his positions on November 29, 2004.

      5.    Includes fees payable to H. James  Santoro,  Inc. for management and
            administrative services rendered.

      6.    Includes 10,000 shares issued as a restricted stock award.

      7.    Mr.  Robinson,  our Vice  President  and  Secretary  and a director,
            resigned from his positions on November 29, 2004.

      8.    Includes  fees  payable to Stephen M.  Robinson,  P.A. as  corporate
            counsel.


                                       31
<PAGE>

                               OPTIONS GRANT TABLE

The following table sets forth  information  with respect to the named executive
officers  concerning  the grant of stock  options  during the fiscal  year ended
December 31, 2004. We did not have during such fiscal year, and currently do not
have, any plans providing for the grant of stock appreciation rights ("SARs").

<TABLE>
<CAPTION>
                      Option/SAR Grants in Last Fiscal Year
------------------------------------------------------------------------------------------------------------------------------------
                                                                                   Potential Realizable Value
                                                                                   at Assumed Annual Rates of
                                                                                  Stock Price Appreciation for   Alternative to (f)
                                                                                           Option Term           and (g): Grant Date
                              Individual Grants                                                                         Value
----------------------------------------------------------------------------------
                  (a)          (b)            (c)             (d)              (e)     (f)            (g)                (f)
                        Number of
                        Securities
                        Underlying        % of Total
                        Options/ SARs     Options/ SARs  Exercise or
                        Granted (#)       Granted to     Base Price                                                Grant Date Fair
                                          Employees in   ($/Sh)         Expiration                                  Value ($) (1)
                 Name                     Fiscal Year                    Date
------------------------------------------------------------------------------------------------------------------------------------
<S>                      <C>                   <C>         <C>           <C>           <C>            <C>                  <C>
Stephen Robinson         125,000               50%         $0.10         7/31/2008     --             --                   $0.00
Harry J. Santoro         125,000               50%         $0.10         7/31/2008     --             --                   $0.00
</TABLE>

      3.    The values shown were calculated  utilizing the Black-Scholes option
            pricing  model  and  are   presented   solely  for  the  purpose  of
            comparative disclosure in accordance with certain regulations of the
            Securities  and Exchange  Commission.  This model is a  mathematical
            formula  used to value  traded  stock price  volatility.  The actual
            value that an executive officer may realize, if any, is dependent on
            the amount by which the stock price at the time of exercise  exceeds
            the exercise price. There is no assurance that the value realized by
            an executive  officer will be at or near the value  estimated by the
            Black-Scholes model.

      4.

As of November 19, 2004 the foregoing  options were cancelled and no longer have
any force or effect.

No options or SARs were granted to Messrs.  Yerushalmi,  Ofek or Klepfish during
the year ended December 31, 2004.

               AGGREGATE OPTION EXERCISES IN LAST FISCAL YEAR AND

                       FISCAL YEAR-END OPTION VALUE TABLE

The following  table  provides  information  concerning  the number and value of
stock options exercised during the fiscal year ended December 31, 2004, and held
at the end of such fiscal year, by the named  executive  officers.  No SARs were
exercised  during such fiscal year, and no SARs are held by any named  executive
officer.


                                       32
<PAGE>

Aggregated Option/SAR Exercises in Last Fiscal Year and FY-End Option/SAR Values
<TABLE>
<CAPTION>

             (a)            (b)                         (d)                           (e)                        (c)

             Name       Shares Acquired on                                 Number of Securities
                        Exercise (#)               Value Realized ($)      Underlying Unexercised       Value of Unexercised
                                                                           Options/SARs at December     In-the-Money Options/SARs
                                                                           31, 2004 (#)                 at December 31, 2004 ($)
                                                                           Exercisable/ Unexercisable   Exercisable/ Unexercisable
------------------------------------------------------------------------------------------------------------------------------------
<S>                              <C>                           <C>                            <C>                       <C>
Stephen Robinson                 375,000                       0                              0 / 0                     $0 / $0
Harry J. Santoro                 375,000                       0                              0 / 0                     $0 / $0
</TABLE>

As of November 19, 2004,  the options were canceled and no longer have any force
or effect.

Item 11.  Security  Ownership of Certain  Beneficial  Owners and  Management and
Related Stockholder Matters

The following  table lists, as of April 11, 2005, the number of shares of Common
Stock beneficially owned by (i) each person or entity known to the Company to be
the beneficial owner of more than 5% of the outstanding  common stock; (ii) each
officer and director of the Company;  and (iii) all officers and  directors as a
group.  Information  relating to  beneficial  ownership  of common  stock by our
principal  stockholders  and management is based upon  information  furnished by
each  person  using  "beneficial  ownership"  concepts  under  the  rules of the
Securities and Exchange Commission.  Under these rules, a person is deemed to be
a  beneficial  owner of a security  if that person has or shares  voting  power,
which  includes  the power to vote or direct  the  voting  of the  security,  or
investment  power,  which includes the power to vote or direct the voting of the
security.  The person is also deemed to be a beneficial owner of any security of
which that person has a right to acquire  beneficial  ownership  within 60 days.
Under the Securities and Exchange  Commission rules, more than one person may be
deemed to be a  beneficial  owner of the same  securities,  and a person  may be
deemed to be a beneficial owner of securities as to which he or she may not have
any pecuniary beneficial  interest.  Except as noted below, each person has sole
voting and investment power.

The percentages  below are calculated based on 42,253,125 shares of Common Stock
issued and  outstanding.  Unless  otherwise  noted, the business address of each
person listed in the table below is c/o 20 West 64th Street,  New York, New York
10023.

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
               Officers, Directors, and
                    5% Stockholders                Title of Class         No. of Shares        Beneficial Ownership
------------------------------------------------------------------------------------------------------------------------------------
<S>                                                    <C>                   <C>                     <C>
Direct Capital Investments, Ltd.                       Common                35,000,000              82.83%
------------------------------------------------------------------------------------------------------------------------------------
Gregory Bitterman                                      Common                15,625*                 Less than 1%
------------------------------------------------------------------------------------------------------------------------------------
Michael Gibbs                                          Common                15,625                  Less than 1%
------------------------------------------------------------------------------------------------------------------------------------
Zvika Greengold                                        Common                15,625*                 Less than 1%
------------------------------------------------------------------------------------------------------------------------------------
Marc Narboni                                           Common                15,625*                 Less than 1%
------------------------------------------------------------------------------------------------------------------------------------
Seth Yakatan                                           Common                15,625*                 Less than 1%
------------------------------------------------------------------------------------------------------------------------------------
Alon Segev                                             Common                0                       0
------------------------------------------------------------------------------------------------------------------------------------
Jonathan Ilan Ofir                                     Common                1,350,000               3.2%
------------------------------------------------------------------------------------------------------------------------------------
All directors and

executive officers as a                                Common                1,975,000               3.2%
group (7 persons)
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

* The directors  were issued an aggregate of 125,000  shares,  which shares will
vest over two year period  commencing on February 10, 2004 on a quarterly basis,
so that 15,625 shares will be issued every three  months.  As of March 24, 2005,
15,625 shares have been issued.


                                       33
<PAGE>

The  foregoing  does not include the shares of common stock that are issuable to
Cornell Capital Partners, LP, the holder of two convertible debentures,  each in
the amount of  $250,000,  the first  $250,000  debenture  being  convertible  at
Cornell's  option into common  stock at a price per share equal to the lesser of
(a) $0.074 or (b) 77% of the lowest daily volume weighted  average price for the
5 days  immediately  prior to  conversion.  The debenture can be redeemed at the
company's  option for shares at 0.072 per share.  The second $250,000  debenture
being  convertible  at  Cornell's  option into common stock at a price per share
equal to the lesser of a) $0.36,  an amount  equal to one hundred  twenty  three
percent (123%) of the daily volume weighted average price of the Common Stock on
the first day of trading  after the  issuance  of the  debenture  (b) 77% of the
lowest daily volume weighted average price for the 5 days  immediately  prior to
conversion.  The debenture can be redeemed at our option for shares at $0.35 per
share,  one  hundred  and twenty  percent  (120%) of the daily  volume  weighted
average price of the Common Stock on the first day of trading after the issuance
of the  debenture.  The  foregoing  also does not include the 200,000  shares of
Series A Preferred Stock held by Cornell which are  convertible  into our common
stock at a conversion  ratio equal to the lesser of $1.00 per share or $1.00 per
share plus any accrued but unpaid  cumulative  dividends  divided by the average
closing  bid  price  of our  stock  for the 20 days  immediately  preceding  the
conversion date.

Item 12.  Certain Relationships and Related Transactions

Simultaneously with purchase of the shares by Direct Capital Investments,  Ltd.,
Harry J. Santoro  directly or indirectly  contributed a 49% limited  partnership
interest  in  SVG  Properties,  L.P.  to  Bartram  in  exchange  for  12,000,000
post-reverse split shares of Bartram common stock. At the closing on November 9,
2004, there were 15,000,000  shares of common stock  outstanding in Bartram on a
fully-diluted  basis;  the  Company  owns  3,000,000  shares  of  common  stock,
representing  20% of the outstanding  stock of Bartram on a fully-diluted  basis
and Harry J. Santoro owns 12,000,000 shares of common stock, representing 80% of
the outstanding stock of Bartram.

Bartram owns 100% of Spring Village Holdings,  Inc.  ("SVH"),  which owns 80% of
SVG Properties,  L.P. ("SVG").  SVG owns the Spring Village Apartment  Complex..
Immediately prior to closing,  SVG shall have distributed cash and/or promissory
notes (the "Distribution") to its then existing limited partners,  in proportion
to their  ownership,  in an amount  sufficient  to reduce the  adjusted net book
value of Bartram  to  approximately  $1,000,000,  calculated  assuming  the real
estate was valued at  $5,575,000,  the appraised  value of the real estate as of
August 26, 2003, and after giving effect to the Subscription Agreement.

SVG entered into a management  agreement with H. James Santoro,  Inc., effective
August 1,  1992,  whereby  H. James  Santoro,  Inc.  agreed to manage the Spring
Village  Apartment  complex  for a fee  equal  to 5% of the  gross  rent  of the
complex, plus reimbursement of certain expenses. Such agreement, as modified, is
currently  in  effect,  and may be  terminated  when Mr.  Santoro  and H.  James
Santoro, Inc. have no remaining obligation or liability related to the agreement
with New York  Community Bank  ("NYCB").  Pursuant to the  agreements  with NYCB
including the First Mortgage and Security Agreement,  such mortgage shall become
immediately  due  and  payable  at  the  option  of  NYCB  if (i)  the  control,
management, or operation of the Property, or any part thereof, is transferred to
any individual or entity other than Spring Village Holdings, Inc., the Corporate
General  Partner,  or (ii) the  control  of Spring  Village  Holdings,  Inc.  is
transferred to any individual or other entity other than Bartram Holdings, Inc.,
or (iii) the control of Bartram is transferred to any individual or entity other
than Harry J. Santoro.  H. James  Santoro,  Inc. also  provides  management  and
administrative services to us. H. James Santoro, Inc. received in 2004 and 2003,
respectively, $150,000 and $117,000 for such services. Mr. Santoro owned 100% of
H. James Santoro,  Inc. up to December 31, 2003. Gavella Corp. acquired H. James
Santoro, Inc. for nominal consideration on January 1, 2004.


                                       34
<PAGE>

Stephen M.  Robinson,  P.A.  rendered legal services to us. Stephen M. Robinson,
P.A. is owned by Stephen M. Robinson. Stephen M. Robinson, P.A. received in 2004
and 2003, respectively, $9,000 and $15,000 for such services.

Until November 9, 2004, the Company  maintained its principal  executive offices
in approximately 500 square feet of leased office space at 215 West Main Street,
Maple Shade,  New Jersey,  08052.  Monthly rent under a month to month lease was
$800. The building is owned by Harry J. Santoro;  however,  the Company believed
the  terms of the  lease  are at  least as  favorable  as terms  available  from
non-affiliated third parties.

During 2003,  Harry J. Santoro  purchased  630,000  shares of restricted  common
stock of the Company at a purchase price of $63,000 in cash, $.10 per share.

During 2003,  Stephen M. Robinson  purchased 375,000 shares of restricted common
stock of the Company at a purchase price of $37,500 in cash, $.10 per share.

On March 24, 2003,  Harry J. Santoro  purchased  from Spring  Village  Holdings,
Inc.,  a  wholly  owned  subsidiary  of  the  Company,  a 49%  interest  in  SVG
Properties,  L.P., for $50,000.  Mr. Santoro also loaned the Company $15,000 and
recast the terms of an  $85,000  loan he  previously  made to the  Company.  The
proceeds  of the sale and the  loan  were  reinvested  into  the  Spring  Valley
Apartment  Complex.  As of December 31, 2003,  Mr.  Santoro  owned a 49% limited
partnership interest in SVG Properties, L.P.

Until  November  9, 2004,  we  maintained  our  principal  executive  offices in
approximately  500 square feet of leased  office  space at 215 West Main Street,
Maple Shade, New Jersey,  08052. Monthly rent under the month-to-month lease was
$800. The building was owned by Harry J. Santoro.  Our  management  believes the
terms of the lease were at least as favorable as terms  available from unrelated
third parties.

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

DCI Management,  LLC, a New York limited liability company,  consults for Direct
Capital  Investments,  Ltd. DCI  Management is equally owned by A&C Capital USA,
Inc.,  a New York  corporation,  and PEM,  LLC,  a New  York  limited  liability
company.  A&C Capital USA, Inc. is an affiliate of Mr. Ofek,  and PEM, LLC is an
affiliate of Mr.  Yerushalmi.  David Yerushalmi,  who was our Chairman and Chief
Executive  Officer between November 2004 and December 31, 2004, is an officer of
DCI Management, LLC. Between November 2004 and February 2005, Adam Ofek, was our
President,  Chief Financial Officer, Principal Accounting Officer, Treasurer and
a member  of our Board of  Directors,  and Sam  Klepfish,  was our  Senior  Vice
President,  Secretary and a member of our Board of Directors  from November 2004
until February 2005, are also officers of DCI Management,  LLC.  Pursuant to the
agreement,  DCI Management is entitled to monthly cash  compensation and certain
bonuses in Direct Capital Investments.  The operating agreement provides that no
action can be taken by DCI Management without the prior written authorization of
both Apros and Chay and PEM,  the member who  initially  introduces  a financing
opportunity to Direct Capital Investments or any of its assets,  subsidiaries or
interests,  shall  have the right to  determine  the  allocation  of 60% of such
allocation. As of December 31, 2004, no payments were made to DCI Management. In
March 2005, the agreement between Direct Capital  Investments and DCI Management
was terminated.


                                       35
<PAGE>

On December 16, 2004,  we entered into a Loan  Agreement  with Apros and Chay MB
Ltd., an Israeli  private  merchant  banking company ("Apros and Chay") which is
affiliated with Adam Ofek, who was then our President,  Chief Financial  Officer
and a director.  Pursuant to the terms of the Loan Agreement,  we lent Apros and
Chay  $96,000.  On December 31, 2004, we entered into a  Modification  Agreement
with Apros and Chay and Direct Capital Investments, Ltd. regarding the aggregate
sum of $60,000 which was lent by Direct Capital  Investments,  Ltd. to Apros and
Chay. Pursuant to the Modification Agreement,  Direct Capital Investments,  Ltd.
assigned to us the right to receive  from Apros and Chay the  $60,000.  Interest
shall accrue on said amount at the annual rate of 10%.  Unless there is an event
of default,  principal and accrued interest is due and payable by Apros and Chay
to us on December  13,  2005.  Apros and Chay has the right to prepay the amount
owed to us at any time.  The obligation of Apros and Chay is secured by a pledge
of all its outstanding share capital to us, and a second pledge in the shares of
Technoprises  Ltd. held by Apros and Chay. In  consideration of us lending Apros
and Chay  $60,000,  Apros and Chay agreed to release us from our  obligation  to
lend them 60% of the net proceeds of the $250,000  which we were to receive from
Cornell Capital Partners,  L.P. In connection with the $60,000 loan, we received
warrants to purchase an  aggregate  of  1,560,000  shares of Apros and Chay at a
purchase  price of $0.10 per share.  We have this right until December 31, 2005,
but we have the right to extend such time for an additional 6 months.  The value
of these warrants has been deemed to be immaterial.  Apros and Chay was notified
in April 2005 that the loan is in default.

The following  transactions were completed on November 29, 2004 and November 30,
2004 with 231 Norman Avenue Property Development,  LLC and/or 231 Norman Avenue,
LLC. Norman Avenue, LLC owned 60% of the outstanding membership interests in 231
Norman  Avenue  Property  Development,  LLC at the time of these  transactions..
David  Yerushalmi,  our Chairman and Chief Executive  Officer at the time, owned
58.3% of 231 Norman Avenue,  LLC, together with an unaffiliated third party. The
transactions  described below were approved by our Board of Directors,  with Mr.
Yerushalmi recusing himself from the vote thereof.  Our management believes that
all such  transactions  are on terms at least as  favorable as could be obtained
from unrelated third parties.

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

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

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


                                       36
<PAGE>

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
solely owned by David Yerushalmi.

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

On November 30, 2004, we lent the  aggregate  sum of $600,000  which we received
from 231 Norman Avenue  Property  Development,  LLC to 231 Norman  Avenue,  LLC.
Interest  on the  $600,000  loan  accrues at the rate of 12% per  annum,  and is
payable every three months on the 25th day of the month, with the first interest
payment  becoming due to us on February 25, 2005. The outstanding  principal and
all accrued  interest  thereon is due and payable on June 15, 2006.  We have the
right to extend the maturity date until June 15, 2007.  The  obligations  of 231
Norman Avenue, LLC to us are secured by, among other collateral, a pledge of the
membership  interests  owned by 231  Norman  Avenue,  LLC in 231  Norman  Avenue
Property Development, LLC. As of November 30, 2004, 231 Norman Avenue, LLC owned
60% of the  outstanding  membership  interests  in 231  Norman  Avenue  Property
Development,  LLC and this 60% became,  as of March 7, 2005,  30% as a result of
dilution.  Of this 30% interest,  we have the option to purchase from 231 Norman
Avenue,  LLC a 17.5% interest as described above in connection with the $770,000
promissory  note  from 231  Norman  Avenue,  LLC to us. In  connection  with our
$600,000 loan to 231 Norman Avenue, LLC, we received the option to purchase from
it the  remainder  of its  membership  interests in 231 Norman  Avenue  Property
Development,  LLC (12.5% of the  outstanding  as of March 7, 2005) in 231 Norman
Avenue Property  Development,  LLC upon a default of the $600,000 loan or at any
time prior to payment in full of the $600,000  loan.  The exercise  price of the
option is the outstanding amount then due and payable under the $600,000 loan.

As of March 31, 2005, we entered into a Forebearance and Modification  Agreement
with 231 Norman  Avenue,  whereby we agreed to forego the  interest  payment and
default payments due us under the $770,000 note and the $400,000 note payable to
us from 231 Norman  Avenue.  Said notes were modified to provide that 231 Norman
Avenue would make quarterly payments to us of interest only commencing March 31,
2005 in arrears.  On April 14,  2005,  a payment of  $12,278.90  was made to us,
representing accrued interest through December 31, 2004 with respect to both the
$600,000 note and the $770,000 note.  With respect to the period from January 1,
2005 to March 31, 2005, interest of $23,100 has accrued on the $770,000 note and
interest of $18,000 has accrued on the $600,000 note, and neither accrued amount
had been paid as of March 31, 2005.

Other than as set forth above, none of the following parties has, since our date
of  incorporation,  had  any  material  interest,  direct  or  indirect,  in any
transaction with the Company or in any presently  proposed  transaction that has
or will materially affect us:

      3.    any of our directors or officers, including the Director Designees;

      4.    any person proposed as a nominee for election as a director;

      5.    any person who  beneficially  owns,  directly or indirectly,  shares
            carrying  more  than  10%  of  the  voting  rights  attached  to our
            outstanding  shares of common stock; or 6. any relative or spouse of
            any of the foregoing persons who has the same house as such person.


                                       37
<PAGE>

Item 13. Exhibits, Financial Statement Schedules

(a)   Financial Statements

            (1)   Financial Statements

            (2)   Financial Statement Schedules

      3.    Exhibits

(b)   Exhibits

<TABLE>
<CAPTION>

------------------------------------------------------------------------------------------------------------------------------------
Exhibit No.                  Description                                                     Where Found
------------------------------------------------------------------------------------------------------------------------------------
<C>           <C>                                                                  <C>
3.1           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, 2004
------------------------------------------------------------------------------------------------------------------------------------
3.2           Bylaws                                                               Form 10-SB, filed with the SEC on July 25, 2000
------------------------------------------------------------------------------------------------------------------------------------
10.1          Subscription  Agreement  dated November 9, 2004,  from Direct        8-K, filed with the SEC on November 10, 2004
              Capital Investments, Ltd. to Gavella Corp.
------------------------------------------------------------------------------------------------------------------------------------
10.2          Distribution   Agreement   dated  November  9,  2004  between        8-K, filed with the SEC on November 10, 2004
              Gavella Corp. and Bartram Holdings, Inc.
------------------------------------------------------------------------------------------------------------------------------------
10.3          Voting  Agreement dated November 9, 2004 among Gavella Corp.,        8-K, filed with the SEC on November 10, 2004
              Bartram Holdings, Inc. and Harry J. Santoro
------------------------------------------------------------------------------------------------------------------------------------
10.4          Assignment  of   Obligations   under   Promissory   Note  and        8-K, filed with the SEC on December 3, 2004
              Indemnification  Agreement,  dated  November 29, 2004, by and
              between  DCI  USA,  Inc.  and  231  Norman  Avenue   Property
              Development, LLC relating to Hypothecators Mortgage Company.
------------------------------------------------------------------------------------------------------------------------------------
10.5          Assignment  of   Obligations   under   Promissory   Note  and        8-K, filed with the SEC on December 3, 2004
              Indemnification  Agreement,  dated  November 29, 2004, by and
              between  DCI  USA,  Inc.  and  231  Norman  Avenue   Property
              Development, LLC relating to Elliot Rubin.
------------------------------------------------------------------------------------------------------------------------------------
10.6          Modification  and Consent  Agreement  dated November 29, 2004        8-K, filed with the SEC on December 3, 2004
              by and  between  Hypothecators  Mortgage  Company,  DCI  USA,
              Inc.,  231  Norman  Avenue  Property  Development,  LLC,  231
              Norman Avenue, LLC and the other signatories thereto.
------------------------------------------------------------------------------------------------------------------------------------
10.7          Modification  and Consent  Agreement  dated November 29, 2004        8-K, filed with the SEC on December 3, 2004
              by and  between  Elliot  Rubin,  DCI USA,  Inc.,  231  Norman
              Avenue Property Development,  LLC, 231 Norman Avenue, LLC and
              the other signatories thereto.
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>


                                       38
<PAGE>

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
<C>           <C>                                                                  <C>
10.8          Loan  Agreement  dated  November 30,  2004,  between DCI USA,        8-K, filed with the SEC on December 3, 2004
              Inc., as Lender, and 231 Norman Avenue, LLC, as Borrower.
------------------------------------------------------------------------------------------------------------------------------------
10.9          Modification  Agreement dated November 30, 2004,  between 231        8-K, filed with the SEC on December 3, 2004
              Norman Avenue, LLC and DCI USA, Inc.
------------------------------------------------------------------------------------------------------------------------------------
10.10         Standby   Equity   Distribution   Agreement   dated   as   of        8-K, filed with the SEC on December 16, 2004
              December  13,  2004  between  Cornell  Capital  Partners,  LP
              and DCI USA, Inc.
------------------------------------------------------------------------------------------------------------------------------------
10.1          Registration   Rights   Agreement   dated   as  of   December        8-K, filed with the SEC on December 16, 2004
              13,  2004 by and between  Cornell  Capital  Partners,  LP and
              DCI USA, Inc.
------------------------------------------------------------------------------------------------------------------------------------
10.12         Escrow  Agreement  dated  as of  December  13,  2004  by  DCI        8-K, filed with the SEC on December 16, 2004
              USA,     Inc.,      Cornell     Capital     Partners,      LP
              and David Gonzalez, PC
------------------------------------------------------------------------------------------------------------------------------------
10.13         Placement   Agent  Agreement   dated   as   of                       8-K, filed with the SEC on December 16, 2004
              December   13,   2004   between   DCI  USA,   Inc.,   Cornell
              Capital Partners, LP  and  Newbridge Securities Corporation
------------------------------------------------------------------------------------------------------------------------------------
10.14         Loan  Agreement  dated as of December 13,  2004,  between DCI        8-K, filed with the SEC on December 16, 2004
              USA, Inc., as borrower, and Apros and Chay MB Ltd., as lender
------------------------------------------------------------------------------------------------------------------------------------
10.15         8%  Secured  Convertible  Debenture  issued by DCI USA,  Inc.        8-K, filed with the SEC on December 16, 2004
              to Cornell Capital  Partners,  LP in the principal  amount of
              $250,000
------------------------------------------------------------------------------------------------------------------------------------
10.16         Securities  Purchase  Agreement  dated  as  of                       8-K, filed with the SEC on December 16, 2004
              December  13,  2004  between  Cornell  Capital  Partners,  LP
              and DCI USA, Inc.
------------------------------------------------------------------------------------------------------------------------------------
10.17         Investor   Registration   Rights   Agreement   dated   as  of        8-K, filed with the SEC on December 16, 2004
              December   13,   2004   by  and   between   Cornell   Capital
              Partners, LP  and  DCI  USA, Inc.
------------------------------------------------------------------------------------------------------------------------------------
10.18         Security   Agreement   dated  as  of  December  13,  2004  by        8-K, filed with the SEC on December 16, 2004
              DCI  USA, Inc. and Cornell  Capital Partners, LP
------------------------------------------------------------------------------------------------------------------------------------
10.19         Collateral   Assignment   of   Contract   Rights,   dated  as        8-K, filed with the SEC on December 16, 2004
              of December  13, 2004 by DCI USA,  Inc.  and Cornell  Capital
              Partners, LP
------------------------------------------------------------------------------------------------------------------------------------
10.20         Stock  Pledge   Agreement  dated  as  of  December  13,  2004        8-K, filed with the SEC on December 16, 2004
              between  Cornell Capital  Partners,  LP and Apros and Chay MB
              Ltd.
------------------------------------------------------------------------------------------------------------------------------------
10.21         Escrow   Agreement   dated  as  of   December   13,  2004  by        8-K, filed with the SEC on December 16, 2004
              DCI  USA,  Inc.,  Cornell  Capital  Partners,  LP  and  David
              Gonzalez, PC
------------------------------------------------------------------------------------------------------------------------------------
10.22         Certificate      of      Designation      of     Series     A        8-K, filed with the SEC on December 16, 2004
              Preferred Stock
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>


                                       39
<PAGE>

<TABLE>
<CAPTION>

------------------------------------------------------------------------------------------------------------------------------------
<C>           <C>                                                                  <C>
10.23         Modification   Agreement   dated  as  of  December  31,  2004        8-K, filed with the SEC on January 6, 2005
              among DCI USA,  Inc.,  Direct Capital  Investments,  Ltd. and
              Apros and Chay MB Ltd.
------------------------------------------------------------------------------------------------------------------------------------
10.24         Demand  Promissory  Note dated as of December 31, 2004 by DCI        8-K , filed with the SEC on January 6, 2005
              USA,  Inc.  in  the  original  principal  amount  of  $95,000
              payable to Direct Capital Investments, Ltd.
------------------------------------------------------------------------------------------------------------------------------------
10.25         Letter  Agreement  dated as of February 7, 2005,  between DCI        8-K, filed with the SEC on February 14, 2005
              USA, Inc. and Cornell Capital Partners, LP
------------------------------------------------------------------------------------------------------------------------------------
10.26         Secured  Debenture  dated as of March 1, 2005 in the original        8-K, filed with the SEC on March 7, 2005
              principal  amount  of  $250,000  issued by DCI USA,  Inc.  to
              Cornell Capital Partners L.P.
------------------------------------------------------------------------------------------------------------------------------------
10.27         Note dated March 7, 2005 between DCI USA, Inc. and NY2K, Inc.        8-K, filed with the SEC on March 15, 2005
------------------------------------------------------------------------------------------------------------------------------------
10.28         Forebearance  and  Modification  Agreement  dated as of March        Form 10-KSB, filed with the SEC on April 15, 2005
              31, 2005 by and between 231 Norman  Avenue,  LLC and DCI USA,
              Inc.
------------------------------------------------------------------------------------------------------------------------------------
24.1          Consent of Haefele Flanagan                                          Form 10-KSB, filed with the SEC on April 15, 2005
------------------------------------------------------------------------------------------------------------------------------------

31.1          Rule 13a-14(a)/15d14(a)  Certification of the Chief Executive        Attached Hereto
              Officer
------------------------------------------------------------------------------------------------------------------------------------
31.2          Rule 13a-14(a)/15d14(a)  Certification of the Chief Financial        Attached Hereto
              Officer
------------------------------------------------------------------------------------------------------------------------------------
32.1          Section 1350 Certification of the Chief Executive Officer            Attached Hereto
------------------------------------------------------------------------------------------------------------------------------------
32.2          Section 1350 Certification of the Chief Financial Officer            Attached Hereto
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

Item 14.  Principal Accountant and Fees

As of December 31, 2004, Haefele,  Flanagan, & Co., P.C. served as the Company's
Principal Accountant;  however,  since January 27, 2005, Seligson & Giannattasio
has been serving as the Company's  Principal  Accountant.  The pre-approved fees
billed to the Company are set forth below:

                            2004                            2003
                            ----                            ----

Audit Fees                 $25,800                         32,250

Audit Related Fees          6,000

Tax fees                    8,500                           3,000

Total                    $ 40,300                         $35,250


As of  December  31,  2004,  the  Company  did  not  have  a  formal  documented
pre-approval policy for the fees of the principal accountant.


                                       40
<PAGE>

                                   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.

Dated: May 26, 2005                              By: /s/ Jonathan Ilan Ofir
                                                    ----------------------

                                                 Name: Jonathan Ilan Ofir
                                                 Title: Chief Executive Officer

      Pursuant to the requirements of the Securities  Exchange Act of 1934, this
Report  has  been  signed  below  by the  following  persons  on  behalf  of the
Registrant in the capacities and on the dates indicated.

<TABLE>
<CAPTION>
        Signature                          Title (Capacity)                                Date
        ----------                         -------------                                   ----

<S>                                  <C>                                                <C>
    /s/ Jonathan Ilan Ofir           Chairman and Chief Executive Officer               May 26, 2005
----------------------------           (Principal Executive Officer)
    Jonathan Ilan Ofir

      /s/   Michael Gibbs           Chief Financial Officer (Principal
----------------------------          Financial and Accounting Officer)                 May 26, 2005
          Michael Gibbs

                                            Director
----------------------------
         Zvika Greengold

    /s/   Marc Narboni                      Director                                    May 26, 2005
----------------------------
         Marc Narboni

                                            Director
----------------------------
         Gregory Bitterman

    /s/   Seth Yakatan                      Director                                    May 26, 2005
----------------------------
         Seth Yakatan
</TABLE>

                                       41
<PAGE>

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, 2004, the related statements of operations, changes in stockholders' equity
and cash flows for the year 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 audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit 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, 2004, 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
N. White Plains, NY
May 18, 2005

<PAGE>

                                  DCI USA, INC
                                 BALANCE SHEET
                            AS OF DECEMBER 31, 2004

ASSETS

Current assets
Cash                                                                $    38,190
Interest receivable - related party                                      15,235
Loans receivable - current portion - related party                      926,000
                                                                    -----------
         Total current assets                                           979,425

Investment in Bartram Holdings, Inc.                                    150,253
Loan receivable - non-current portion - related party                   600,000
Deferred loan costs                                                      51,548
                                                                    -----------

         TOTAL ASSETS                                               $ 1,781,226
                                                                    ===========

LIABILITIES

Current liabilities

Accrued interest                                                    $       460
Accounts payable                                                         15,945
Loan payable - Related Party                                             95,000
Loan payable - Hypothicators                                            400,000
Loan payable - E. Rubin                                                 200,000
                                                                    -----------
         Total current liabilities                                      711,405

Convertible debentures net of discount                                  193,698
                                                                    -----------

         TOTAL LIABILITIES                                              905,103
                                                                    -----------

STOCKHOLDERS' EQUITY

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

Common stock, par value $.001,
   authorized 100,000,000 shares, 35,000,035 issued
   and outstanding                                                       35,000

Additional paid-in-capital                                            1,709,907

Retained deficit                                                       (868,984)
                                                                    -----------

         TOTAL STOCKHOLDERS' EQUITY                                     876,123
                                                                    -----------

         TOTAL LIABILITIES AND STOCKHOLDERS'
           EQUITY                                                   $ 1,781,226
                                                                    ===========


                       SEE NOTES TO FINANCIAL STATEMENTS

<PAGE>

                                  DCI USA, INC
                            STATEMENT OF OPERATIONS
                      FOR THE YEAR ENDED DECEMBER 31, 2004

INCOME

Revenue                                                            $     69,300
Interest income                                                          15,235
                                                                   ------------

         TOTAL INCOME                                                    84,535
                                                                   ------------




EXPENSES:

Administration fee                                                       65,657
Interest expense                                                         15,858
Legal fees                                                               46,755
Loan costs                                                                3,452
Taxes & Insurance                                                         1,000
Consulting fee                                                            3,000
Loss on investment in Bartram Holdings, Inc.                              4,747
                                                                   ------------

         TOTAL EXPENSES                                                 140,469
                                                                   ------------

         NET LOSS                                                  $    (55,934)
                                                                   ============

Basic and diluted loss per share                                           0.00

Average number of common shares
   outstanding - basic and diluted                                   10,399,657


                       SEE NOTES TO FINANCIAL STATEMENTS

<PAGE>

                                 DCI USA, INC.
                  STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
                      FOR THE YEAR ENDED DECEMBER 31, 2004

<TABLE>
<CAPTION>

                                           Preferred Stock               Common Stock           Additional     Accumulated
                                        Shares         Amount        Shares         Amount    Paid-in-Capital    Deficit
                                        ------         ------        ------         ------    ---------------    -------
<S>                                    <C>            <C>           <C>            <C>       <C>              <C>
Balance, January 1, 2004                   0               0       6,000,000     $     6,000    $   746,950    $(1,360,413)

Issuance of common stock
before 9/30/2004                                                     750,000             750         73,750

Adjustment to reflect
Divestiture of Bartram                                            (3,249,965)         (3,250)        (6,593)       547,363

Issuance of common stock
net of costs, DCI acquisition                                     31,500,000          31,500        853,500

Issuance of preferred stock
as commitment fee                    200,000             200                                        199,800

Beneficial conversion feature
of convertible debentures                                                                            57,500

Costs related to standby
equity agreement                                                                                   (215,000)

Net loss                                                                                                           (55,934)
                                 -----------     -----------     -----------     -----------    -----------    -----------
Balance, December 31, 2004           200,000     $       200      35,000,035     $    35,000    $ 1,709,907    $  (868,984)
                                 ===========     ===========     ===========     ===========    ===========    ===========

</TABLE>

                       SEE NOTES TO FINANCIAL STATEMENTS

<PAGE>

                                  DCI USA, INC
                            STATEMENT OF CASH FLOWS
                     FOR THE YEAR ENDING DECEMBER 31, 2004

OPERATING ACTIVITIES:

Net loss                                             $   (55,934)
    Adjustments to reconcile net loss to net
      cash flows from operating activities
      Amortization of loan costs                           3,452
Changes in operating assets and liabilities
           Interest receivable                           (15,235)
           Accounts payable and
             accrued expenses                             16,405
                                                     -----------

   Net cash flows from operating activities                             (51,312)

INVESTING ACTIVITIES:

Loans made to third parties                             (926,000)
Acquisitions common stock                               (155,000)
Bartram divestiture                                     (346,340)
Loss on Investment in Bartram Holdings, Inc.               4,747
                                                     -----------

   Net cash flows from Investing activities                          (1,422,593)

FINANCING ACTIVITIES:

Proceeds from Convertible debentures                     250,000
Proceeds from the sale of stock                        1,159,500
Beneficial conversion feature of
  convertible debentures                                  57,500
Discount on debenture                                    (56,302)
Loans from related party                                  95,000
Loan fees                                                (55,000)
Costs related to equity agreement                       (215,000)
                                                     -----------

   Net cash flows from financing activities                           1,235,698
                                                                    -----------

Decrease in cash and cash equivalents                                  (238,207)

Cash at January 1, 2004                                                 350,897
                                                                    -----------

Cash at December 31, 2004                                           $   112,690
                                                                    ===========

Supplemental Cash Flow Information

           Interest Paid                                            $    15,398
                                                                    ===========

           Income Taxes Paid                                        $      0.00
                                                                    ===========

                       SEE NOTES TO FINANCIAL STATEMENTS

<PAGE>

                                  DCI USA, Inc.
                          Notes to Financial Statements
                                December 31, 2004


NOTE 1
NATURE OF OPERATIONS

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

NOTE 2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

On November 9, 2004, the Company  transferred to a shareholder 80 percent of its
interest in Bartram Holdings,  Inc.  ("Bartram")(see  also note 9). As a result,
the  Company's  ownership in Bartram is 20%. The Company has  accounted for this
investment using the equity method of accounting.

USE OF ESTIMATES

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

REVENUE RECOGNITION

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

CASH AND CASH EQUIVALENTS

For purposes of reporting cash flows, the company considers all highly liquid
investments purchased with an original maturity of three months or less to be
cash equivalents.

<PAGE>

                                  DCI USA, Inc.
                          Notes to Financial Statements
                                December 31, 2004


NOTES RECEIVABLE

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

DEFERRED FINANCING COSTS


Deferred financing costs, consisting primarily of debt issue costs, are
amortized using the straight-line method over the term of the related debt.
Amortization of these costs are reflected as loan costs in the statement of
operations and totaled $3,452 for the year ended December 31, 2004.


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 year
ended December 31, 2004.


<PAGE>


                                  DCI USA, Inc.
                          Notes to Financial Statements
                                December 31, 2004


INCOME TAXES

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

NET LOSS PER SHARE

Basic net loss per share is computed on the basis of the weighted average number
of shares  outstanding each period and excludes any dilutive effects of options,
warrants,  and convertible  securities.  Dilutive  earnings per share iscomputed
giving effects to dilutive stock  equivalents.There were no potentially dilutive
common shares outstanding on December 31, 2004.


FAIR VALUE

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

<PAGE>

                                  DCI USA, Inc.
                          Notes to Financial Statements
                                December 31, 2004


RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

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

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

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

<PAGE>


                                  DCI USA, Inc.
                          Notes to Financial Statements
                                December 31, 2004


NOTE 3
NOTES RECEIVABLE - RELATED PARTIES

On December 13, 2004, the Company entered into a Loan Agreement with Apros and
Chay MB Ltd., an Israeli private merchant banking company ("Apros and Chay"),
which was affiliated with Adam Ofek, the Company's former President, Chief
Financial Officer and a director. Pursuant to the terms of the Loan Agreement,
the Company lent Apros and Chay $96,000. Interest at the rate of 10% shall
accrue on the sum of (a) $96,000, (b) 60% of either the discount the Company is
required to pay to Cornell Capital if Cornell converts the Debenture (note 6) or
the premium the Company is required to pay to Cornell if the Company redeems the
Debenture and (c) any closing costs associated with such conversion or
redemption. Principal and interest are due and payable on December 13, 2005, but
Apros and Chay has the right to prepay at any time.

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

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

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

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

<PAGE>

                                  DCI USA, Inc.
                          Notes to Financial Statements
                                December 31, 2004

NOTE 3
NOTES RECEIVABLE - RELATED PARTIES (CONTINUED)

On November 30, 2004, the Company lent $600,000 to 231 Norman Avenue, LLC., an
entity controlled by the former Chairman and CEO of the Company. Interest on the
$600,000 loan accrues at the rate of 12% per annum, and is payable every three
months on the 25th day of the month, with the first interest payment becoming
due to us on February 25, 2005. The outstanding principal and all accrued
interest thereon is due and payable on June 15, 2006.

The Company has the right to extend the maturity date until June 15, 2007. The
obligations of 231 Norman Avenue, LLC to the Company are secured by, among other
collateral, a pledge of the membership interests owned by 231 Norman Avenue, LLC
in 231 Norman Avenue Property Development, LLC., which was 30% of the
outstanding as of March 7, 2005. The Company also has the option to purchase
such membership interests from 231 Norman Avenue, LLC. In connection with the
$600,000 loan, the Company was granted an option to purchase that portion of 231
Norman Avenue, LLC's membership interests in 231 Norman Avenue Property
Development, LLC (12.5% of the outstanding as of March 7, 2004) that it did not
already have the option to purchase. Such option to purchase the 12.5% interest
may be exercised upon a default of the $600,000 loan or at any time prior to
payment in full of the $600,000 loan. The exercise price of the option is the
outstanding amount then due and payable under the $600,000 loan.

NOTE 4
INVESTMENTS

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

<PAGE>


                                  DCI USA, Inc.
                          Notes to Financial Statements
                                December 31, 2004

NOTE 5
NOTES PAYABLE

Notes payable at December 31, 2004 consists of the following:

                                                                           2004

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

Note Payable to Hypothicators Interest accrues
At 15 percent per annum payable on first of each month
Due June 15, 2005                                                        400,000

Note Payable to Elliott Rubin interest accrues

 at  12% per annum,  and $2,000 is payable on the 28th                   200,000
day of each month

Convertible Debenture (note 6), net of discount of $56,302               193,698
                                                                        --------

                                                                         888,698
less: current portion                                                    695,000
                                                                        --------

Noncurrent portion                                                      $193,698
                                                                        ========

<PAGE>

                                  DCI USA, Inc.
                          Notes to Financial Statements
                                December 31, 2004


NOTE 6
CORNELL DEBENTURE

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

NOTE 7
INCOME TAXES

The Company's provision for income taxes for the years ended December 31, 2004
consists of the following:

                                2004

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

<PAGE>

                                  DCI USA, Inc.
                          Notes to Financial Statements
                                December 31, 2004

NOTE 7
INCOME TAXES (CONTINUED)

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.
Significant components of the Company's deferred tax assets at December 31, 2004
are as follows:

                                 2004

          Net operating loss    142,742
           carryforwards
          Valuation allowance   142,742
                                -------
                                      0
                                =======


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, 2004, the Company has approximately $ 356,856 of net
operating loss carryforwards to offset future taxable income for both federal
and state income tax purposes, expiring in various years through 2024 for
federal purposes and 2009 for state purposes.

NOTE 8
STOCKHOLDERS' EQUITY

During the year ended 2004 the Company executed a Subscription Agreement with
Direct Capital Investments, Ltd. ("DCI") pursuant to which, among other things,
DCI purchased 31,500,000 post- reverse split shares of common stock (the
"Purchased Shares") of the Company. The Purchased Shares represent 90% of the
issued share capital of the Company on a fully-diluted basis on the date of the
agreement. DCI is an Israeli company which is traded on the Tel Aviv Stock
Exchange. The purchase price paid to the Company for the Purchased Shares was
$900,000, consisting of (i) an assignment to the Company of a promissory note
made by 231 Norman Avenue, LLC, a New York limited liability company (the "LLC")
to DCI in the principal amount of $770,000 (the "Note") and (ii) cash in the
amount of $130,000, $50,000 of which was paid on November 9, 2004.

<PAGE>


                                  DCI USA, Inc.
                          Notes to Financial Statements
                                December 31, 2004

NOTE 8
STOCKHOLDERS' EQUITY (CONTINUED)


$ 50,000 of the purchase price was paid in 2004 and the remaining $30,000 is due
on or before May 30, 2005. Such $100,000 has been paid to Bartram Holdings, Inc.
and the remaining $30,000, upon receipt by the Company, will also be paid to
Bartram Holdings, Inc. The $770,000 Note, which is due and payable on June 15,
2005, provides for quarterly payments of interest only to DCI at an annual
interest rate of 12%. The Note is secured by a pledge which encumbers the 35%
membership interest (the "Membership Interest") owned by the LLC in 231 Norman
Avenue Property Development, LLC, a New York limited liability company which
owns fee simple title to the real property located at 231 Norman Avenue,
Brooklyn, New York. 231 Norman Avenue Property Development is in the business of
owning and operating income producing real estate in the New York/New Jersey
area.

In addition on November 19, 2004, the Company increased the authorized share
capital of the Company to 100,000,000 shares, and authorized up to 1,000,000
shares of undesignated preferred stock

The Company also effectuated a 1:2 reverse stock split at such time.

PREFERRED STOCK

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

<PAGE>

                                  DCI USA, Inc.
                          Notes to Financial Statements
                                December 31, 2004


NOTE 9
RELATED PARTY TRANSACTIONS

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

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

DCI Management, LLC, a New York limited liability company, consults for Direct
Capital Investments, Ltd. DCI Management is equally owned by A&C Capital USA,
Inc., a New York corporation, and PEM, LLC, a New York limited liability
company. A&C Capital USA, Inc. is an affiliate of Mr. Ofek, and PEM, LLC is an
affiliate of Mr. Yerushalmi. David Yerushalmi, who was the Company's Chairman
and Chief Executive Officer between November 2004 and December 31, 2004, is an
officer of DCI Management, LLC. Between November 2004 and February 2005, Adam
Ofek, was the Company's President, Chief Financial Officer, Principal Accounting
Officer, Treasurer and a member of its Board of Directors, and Sam Klepfish, was
the Company's Senior Vice President, Secretary and a member of its Board of
Directors from November 2004 until February 2005, are also officers of DCI
Management, LLC. Pursuant to the agreement, DCI Management is entitled to
monthly cash compensation and certain bonuses in Direct Capital Investments. The
operating agreement provides that no action can be taken by DCI Management
without the prior written authorization of both Apros and Chay and PEM, the
member who initially introduces a financing opportunity to Direct Capital
Investments or any of its assets, subsidiaries or interests, shall have the
right to determine the allocation of 60% of such allocation. As of December 31,
2004, no payments were made to DCI Management. In March 2005, the agreement
between Direct Capital Investments and DCI Management was terminated.

<PAGE>

                                  DCI USA, Inc.
                          Notes to Financial Statements
                                December 31, 2004

NOTE 9
RELATED PARTY TRANSACTIONS (CONTINUED)


On December 16, 2004, the Company entered into a Loan Agreement with Apros and
Chay MB Ltd., an Israeli private merchant banking company which is affiliated
with Adam Ofek, who was then our President, Chief Financial Officer and a
director. Pursuant to the terms of the Loan Agreement, the Company lent Apros
and Chay $96,000. On December 31, 2004, the Company entered into a Modification
Agreement with Apros and Chay and Direct Capital Investments, Ltd. regarding the
aggregate sum of $60,000 which was lent by Direct Capital Investments, Ltd. to
Apros and Chay. Pursuant to the Modification Agreement, Direct Capital
Investments, Ltd. assigned to us the right to receive from Apros and Chay the
$60,000. Interest shall accrue on said amount at the annual rate of 10%. Unless
there is an event of default, principal and accrued interest is due and payable
by Apros and Chay to us on December 13, 2005. Apros and Chay has the right to
prepay the amount owed to us at any time. The obligation of Apros and Chay is
secured by a pledge of all its outstanding share capital to us, and a second
pledge in the shares of Technoprises Ltd. held by Apros and Chay. In
consideration of us lending Apros and Chay $60,000, Apros and Chay agreed to
release us from our obligation to lend them 60% of the net proceeds of the
$250,000 which the Company was to receive from Cornell Capital Partners, L.P. In
connection with the $60,000 loan, the Company received warrants to purchase an
aggregate of 1,560,000 shares of Apros and Chay at a purchase price of $0.10 per
share. The Company has this right until December 31, 2005, but the Company has
the right to extend such time for an additional 6 months. The value of these
warrants has been deemed to be immaterial.

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

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

The following transactions were completed on November 29, 2004 and November 30,
2004 with 231 Norman Avenue Property Development, LLC and/or 231 Norman Avenue,
LLC. Norman Avenue, LLC owned 60% of the outstanding membership interests in 231
Norman Avenue Property Development, LLC at the time of these transactions. David
Yerushalmi, our Chairman and Chief Executive Officer at the time, owned 58.3% of
231 Norman Avenue, LLC, together with an unaffiliated third party. The
transactions described below were approved by our Board of Directors, with Mr.
Yerushalmi recusing himself from the vote thereof. Our management believes that
all such transactions are on terms at least as favorable as could be obtained
from unrelated third parties.

<PAGE>

                                  DCI USA, Inc.
                          Notes to Financial Statements
                                December 31, 2004

NOTE 9
RELATED PARTY TRANSACTIONS (CONTINUED)

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

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

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

<PAGE>

                                  DCI USA, Inc.
                          Notes to Financial Statements
                                December 31, 2004

NOTE 9
RELATED PARTY TRANSACTIONS (CONTINUED)

On March 7, 2005, 231 Norman Avenue Property Development, LLC increased its
equity to approximately $3,500,000 by bringing in an additional equity member
and closed on a $10 million loan with Washington Mutual Bank. The loan was done
to satisfy all prior loans affecting title to the real estate located at 231
Norman Avenue, Brooklyn, New York and to begin renovations at the property to
construct commercial lofts and retail space. As a result of this transaction,
the equity interest of 231 Norman Avenue, LLC in 231 Norman Avenue Property
Development, LLC decreased from 60% to 30% and 231 Norman is now solely owned by
David Yerushalmi. On March 7, 2005 the Company consented to permit 231 Norman
Avenue, LLC to arrange for Hypothecators Mortgage Company to cancel its Option
and Pledge Agreement with respect to the $400,000 loan originally made by
Hypothecators to 231 Norman Avenue Property Development, LLC. This transaction
was done to remove any cloud of title on the underlying property owned by 231
Norman Avenue Property Development, LLC in order to facilitate the Washington
Mutual Loan; the transaction affects neither our debt of $400,000 to
Hypothecators, the $600,000 note payable to us from 231 Norman Avenue , LLC nor
the $770,000 principal amount promissory note made by 231 Norman Avenue, LLC.
The Company believes that the transaction resulted in an increase in the
intrinsic value of the property.

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

On November 30, 2004, the Company lent the aggregate sum of $600,000 which the
Company received from 231 Norman Avenue Property Development, LLC to 231 Norman
Avenue, LLC. Interest on the $600,000 loan accrues at the rate of 12% per annum,
and is payable every three months on the 25th day of the month, with the first
interest payment becoming due to us on February 25, 2005. The outstanding
principal and all accrued interest thereon is due and payable on June 15, 2006.
The Company has the right to extend the maturity date until June 15, 2007. The
obligations of 231 Norman Avenue, LLC to the Company are secured by, among other
collateral, a pledge of the membership interests owned by 231 Norman Avenue, LLC
in 231 Norman Avenue Property Development, LLC., , which was 30% of the
outstanding as of March 7, 2005. The Company also has the option to purchase
such membership interests from 231 Norman Avenue, LLC. In connection with the
$600,000 loan, the Company was granted an option to purchase that portion of 231
Norman Avenue, LLC's membership interests in 231 Norman Avenue Property
Development, LLC (12.5% of the outstanding as of March 7, 2004) that it did not
already have the option to purchase. Such option to purchase the 12.5% interest
may be exercised upon a default of the $600,000 loan or at any time prior to
payment in full of the $600,000 loan. The exercise price of the option is the
outstanding amount then due and payable under the $600,000 loan.

<PAGE>

                                  DCI USA, Inc.
                          Notes to Financial Statements
                                December 31, 2004

As of March 31, 2005, the Company entered into a Forebearance and Modification
Agreement with 231 Norman Avenue, whereby the Company agreed to forego the
interest payment and default payments due to the Company under the $770,000 note
and the $600,000 note payable to us from 231 Norman Avenue. Said notes were
modified to provide that 231 Norman Avenue would make quarterly payments to the
Company of interest only commencing March 31, 2005 in arrears. On April 14,
2005, a payment of $12,278.90 was made to the Company, representing accrued
interest through December 31, 2004 with respect to both the $600,000 and the
$770,000 note. With respect to the period from January 1, 2005 to March 31,
2005, interest of $23,100 has accrued on the $770,000 note and interest of
$18,000 has accrued on the $600,000 note, and neither accrued amount had been
paid as of March 31, 2005.

Note 10
Standby Equity Distribution Agreement

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

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

Note 11
Assignment of Hypothecators and Rubin note

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

<PAGE>

                                  DCI USA, Inc.
                          Notes to Financial Statements
                                December 31, 2004

Note 11
ASSIGNMENT OF HYPOTHECATORS AND RUBIN NOTE (continued)

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

NOTE 12
NY2K NOTE

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


NOTE 13
SUBSEQUENT EVENTS


As of February 7, 2005, Cornell Capital Partners, L.P. agreed to terminate the
Company's obligation to register the shares issuable to Cornell Capital Partners
provided that the Company register with the SEC as a business development
company pursuant to the 1940 Act prior to March 7, 2005. In accordance with the
terms of said agreement, after such election and the approval of our
shareholders, the Company can issue to Cornell Capital Partners upon conversion
of the debenture shares of common stock pursuant to the exemption from
registration provided by Regulation E.


<PAGE>

                                  DCI USA, Inc.
                          Notes to Financial Statements
                                December 31, 2004

NOTE 13
SUBSEQUENT EVENTS (CONTINUED)

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

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

On February 11, 2005, the Company filed with the Securities and Exchange
Commission (the "SEC") an election to operate as a regulated business
development company under the Investment Company Act of 1940 (the "1940 Act").
As a business development company, the Company will be able to provide investors
with the opportunity to participate, with a modest amount of venture capital, in
investments that are generally not available to the public. In addition, the
Company will provide portfolio companies business development services.

<PAGE>
                 GAVELLA CORP. AND SUBSIDIARY
              CONSOLIDATED FINANCIAL STATEMENTS
                 DECEMBER 31, 2003 AND 2002

                      TABLE OF CONTENTS

                                                            PAGE
                                                            ----
  INDEPENDENT AUDITORS' REPORT..............................F-1

  CONSOLIDATED FINANCIAL STATEMENTS

     CONSOLIDATED BALANCE SHEETS............................F-2

     CONSOLIDATED STATEMENTS OF OPERATIONS..................F-3

     CONSOLIDATED STATEMENT OF CHANGES IN
     STOCKHOLDERS' DEFICIT..................................F-4

     CONSOLIDATED STATEMENTS OF CASH FLOWS .................F-5 - F-7

     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.............F-8 - F-20



                                   -16-

<PAGE>




                        INDEPENDENT AUDITORS' REPORT


To the Board of Directors and Stockholders
of Gavella Corp. and Subsidiary


     We have audited the accompanying consolidated balance sheets of GAVELLA
CORP. AND SUBSIDIARY as of December 31, 2003 and 2002, and the related
consolidated statements of operations, changes in stockholders' deficit, and
cash flows for the years then ended.  These consolidated financial statements
are the responsibility of the Company's management.  Our responsibility is to
express an opinion on these consolidated financial statements based on our
audits.

     We conducted our audits in accordance with standards generally accepted
in the United States of America.  Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
consolidated financial statements are free of material misstatement.  An
audit includes examining, on a test basis, evidence supporting the amounts
and disclosures in the consolidated 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 that our audits provide a reasonable basis for our
opinion.

     In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of GAVELLA
CORP. AND SUBSIDIARY as of December 31, 2003 and 2002, and the results of
their operations and their cash flows for the years then ended in conformity
with accounting principles generally accepted in the United States of
America.


                                   HAEFELE, FLANAGAN & CO., P.C.

Maple Shade, New Jersey
March 19, 2004








                                                             F1
<PAGE>                GAVELLA CORP. AND SUBSIDIARY
                 CONSOLIDATED BALANCE SHEETS
                 DECEMBER 31, 2003 AND 2002


                           ASSETS
                                               2003             2002

Rental property, net                         $3,152,995       $3,084,321
Cash                                            265,850           88,849
Cash held in escrow                              85,047           44,493
Accounts receivable, net of allowance
 for doubtful accounts of $5,400 and $4,000      12,827           30,791
Notes receivable                                101,219              -0-
Interest receivable                               6,783              -0-
Prepaid expenses                                 70,124           63,405
Deferred financing costs, net                    85,576           40,970
Investments, at cost                             33,250              -0-
                                             ----------       ----------
     Total Assets                            $3,813,671       $3,352,829
                                             ==========       ==========

                   LIABILITIES AND STOCKHOLDERS' DEFICIT

Liabilities
  Mortgage notes payable                     $3,995,082       $3,231,844
  Notes payable                                 292,500          335,500
  Accrued interest                                  -0-           22,035
  Accounts payable                                  731           18,951
  Accrued expenses                               18,656           68,637
  Security deposits payable                      86,189           74,597
  Deferred revenue                               12,500              -0-
  Other liabilities                              15,476           10,127
                                             ----------       ----------
         Total Liabilities                    4,421,134        3,761,691

Minority Interest                                  -0-              -0-

Stockholders' Deficit
    Common  stock,  $.001  par  value,
     8,000,000 shares authorized,
      6,000,000 and 2,575,000
      issued and outstanding
      in 2003 and 2002                           6,000             2,575
   Additional paid-in capital                  746,950           364,675
   Accumulated deficit                      (1,360,413)         (776,112)
                                             ----------       ----------
     Total stockholders' deficit              (607,463)         (408,862)
                                             ----------       ----------
     Total Liabilities and Deficit           $3,813,671       $3,352,829
                                            ===========       ==========


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



                                                       F-2
<PAGE>                GAVELLA CORP. AND SUBSIDIARY
             CONSOLIDATED STATEMENTS OF OPERATIONS
       FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002

                                              2003           2002

Revenues
  Rental real estate                       $917,820        $876,609
  Other revenue                              79,455             -0-
                                           --------        --------
     Total revenues                         997,275         876,609

Operating expenses
  Administrative expenses                   300,857         228,522
  Utilities expense                         129,571         118,307
  Operating and maintenance                 147,359          92,853
  Taxes and insurance                       162,898         139,180
  Depreciation and amortization             141,982         134,193
                                           --------        --------
     Total operating expenses               882,667         713,055
                                           --------        --------
Operating income                            114,608         163,554

Other income (expense)
  Interest income                            16,827           1,015
  Interest expense                         (323,887)       (302,278)
  Debt extinguishment costs                (360,713)            -0-
  Capital gain                               23,750          10,274
  Corporate reorganization costs           ( 54,886)            -0-
  Equity in earnings of
   investments, net                             -0-           2,476
                                           --------        --------
      Total other income (expense)         (698,909)       (288,513)
                                           --------        --------
Net loss                                  $(584,301)      $(124,959)
                                           ========        ========

Basic and diluted net loss per share      $    (.15)       $   (.05)
                                           ========        ========
Average   number  of  common   shares
outstanding - basic and diluted           3,952,188       2,530,000
                                          =========       =========








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


                                                       F-3
<PAGE>                          GAVELLA CORP AND SUBSIDIARY
          CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIT
              FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002

<TABLE>
<S>                                       <C>       <C>        <C>          <C>          <C>
                                                                Additional                    Total
                                             Common Stock        Paid-in    Accumulated  Stockholders'
                                            Shares    Amount     Capital      Deficit       Deficit
                                           ---------  --------- -----------  ------------  -----------
Balance, January 1, 2002                   2,485,000   $2,485     $333,265     $(651,153)  $(315,403)

Issuance of common stock, net
of stock issuance costs of $9,500             90,000       90       31,410          0         31,500

Net Loss                                       0            0         0         (124,959)   (124,959)
                                           ---------  --------- -----------  ------------  -----------
Balance, January 1, 2003                   2,575,000  $ 2,575    $ 364,675    $ (776,112)  $(408,862)

Additional increase in paid-
  in capital                                   0           0        50,000            0       50,000

Issuance of 3,425,000 shares common
 stock, net of stock issuance costs
 of $800                                   3,425,000    3,425      332,275          0        335,700

Net Loss                                       0         0            0         (584,301)   (584,301)
                                           ---------  --------- -----------  ------------  -----------
Balance, December 31, 2003                 6,000,000  $ 6,000    $ 746,950   $(1,360,413)  $(607,463)
                                           =========  ========= ===========  ============  ===========


</TABLE>
The  accompanying  notes  are  an  integral  part  of  these
consolidated  financial statements.
                                                                 F-4
<PAGE>                GAVELLA CORP. AND SUBSIDIARY
            CONSOLIDATED STATEMENTS OF CASH FLOWS
       FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002

                                               2003         2002
                                               ----         ----
Cash flows from operating activities:
  Net loss                                 $(584,301)   $(124,959)
   Adjustments to reconcile net loss
    to net cash used in
      operating activities:
     Depreciation                            141,982      134,193
     Gain on sale of investment               23,750     ( 10,274)
     Non cash interest expense                23,000          -0-
     Bad debt provision                        1,400     (  4,068)
     Interest income on note receivable      ( 5,000)         -0-
     Loan facilitation fee                   (50,000)         -0-
     Stock based compensation expense          7,500          -0-
     Equity in earnings of
      investments, net                           -0-      ( 2,476)
     Refinancing costs                       360,713          -0-
    (Increase) decrease in:
      Accounts receivable                     16,574      ( 2,569)
      Prepaid expenses                       ( 6,719)     ( 4,572)
      Interest receivable                    ( 6,783)         -0-
      Cash held in escrow                    (40,554)      14,748
     Increase (decrease) in:
      Accounts payable                       (18,220)      10,744
      Accrued interest                       (22,035)     (   307)
      Accrued expenses                       (49,981)     (16,999)
      Other liabilities                        5,349      (23,125)
      Deferred revenue                       (29,455)         -0-
      Security deposits payable               11,592      ( 5,502)
                                             -------      -------
Net cash used in operating activities       (221,188)    ( 35,166)
                                             -------      -------
Cash flows from investing activities:
 Purchases of property and equipment        (201,368)     (51,063)
 Loans made                                 (147,500)         -0-
 Collection of loans                         100,000          -0-
 Proceeds from sale of investments               -0-       50,000
 Purchase of investments                         -0-      ( 5,250)
                                             -------      -------
Net cash used in investing activities       (248,868)     ( 6,313)
                                             -------      -------
Cash flows from financing activities:
  Repayment of mortgage notes payable        (44,419)     (44,669)
  Proceeds from refinancing mortgage         336,776          -0-
  Proceeds from notes payable                390,000       85,000
  Payments on notes payable                 (363,000)    ( 29,500)
  Issuance of common stock, net              287,700       31,500
  Repurchase of common stock                ( 10,000)         -0-
  Increase in additional paid-in capital      50,000          -0-
                                             -------      -------
Net cash provided by financing activities    647,057       42,331
                                             -------      -------
Increase in cash                             177,001          852

Cash, beginning                               88,849       87,997
                                            --------      -------
Cash, ending                                $265,850      $88,849
                                            ========      =======

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

                                   F-5
<PAGE>                GAVELLA CORP. AND SUBSIDIARY
      CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
       FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002


SUPPLEMENTARY DISCLOSURE OF CASH FLOW INFORMATION:

                                                2003        2002

Cash paid for interest                       $345,922  $ 302,585
                                             ========    =======


Proceeds from issuance of common stock during the year ended December 31,
2003 and 2002 follows:
                                                2003        2002

    Issuance of common stock                 $343,500   $ 41,000
    Conversion of notes payable
     into stock                              ( 47,500)       -0-
    Stock compensation expense
     issued for services                     (  7,500)       -0-
    Stock issuance costs                     (    800)   ( 9,500)
                                             --------    -------
    Net proceeds from issuance of
       common stock                          $287,700   $ 31,500
                                             ========    =======

Non-cash  investing and financing
 activities:
                                                2003        2002

    Purchase of property and equipment      $201,368    $ 81,063
    Debt incurred                                -0-     (30,000)
                                             --------    -------
      Cash paid for purchase of
       property and equipment               $201,368    $ 51,063
                                             ========    =======

During the year ended December 31, 2003, the Company refinanced its mortgage
as follows:

Proceeds from long-term debt                         $ 4,000,000
Repayment of long-term debt                           (3,191,702)
Refinancing costs (including prepayment penalty)      (  360,713)
Deferred financing and other costs incurred           (  110,809)
                                                     -----------
Cash proceeds from long term debt                    $   336,776
                                                     ===========

During the year ended December 31, 2003, the Company refinanced its first and
second mortgages with another financial institution.  The mortgage debt
outstanding at the date of the refinance was $3,191,702.


During the year December 31, 2002, a $200,000 note payable to an affiliated
company was distributed by the affiliate to related individuals.


                              F-6

<PAGE>
                GAVELLA CORP. AND SUBSIDIARY
      CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
       FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002



SUPPLEMENTARY DISCLOSURE OF CASH FLOW INFORMATION (CONTINUED):


During the year ended December 31, 2003, the Company entered into the
following agreements with Intelisys Aviation Systems, Inc.  ("Intelisys"),
formerly known as Apta Holdings, Inc., an unrelated entity:


The Company will provide consulting services to InteliSys over a two year
period.  In exchange for its services, the Company received 500,000 shares of
InteliSys' common stock valued at $.05 per share, or $25,000.  As of December
31, 2003, the Company recognized $12,500 of consulting fee revenue which is
included in other revenue.

The Company loaned InteliSys $50,000 in the form of $25,000 cash and via
assumption of $25,000 of InteliSys' accounts payable to a related party.  As
consideration for making the loan, the Company received 100,000 shares of
InteliSys' common stock valued at $.05 per share, or $5,000.  The $5,000 fee
is recorded as interest income.

The Company assumed an additional $16,219 of InteliSys' accounts payable to a
related party in exchange for a promissory note receivable from InteliSys.


The Company also loaned InteliSys $37,500 in the form of $16,955 consulting
fee for services to be provided over six months and via assumption of $20,545
of accrued expenses of InteliSys.  As of December 31, 2003, $16,955 is
included in other revenue.

The Company also loaned InteliSys $72,500 in order to settle certain bank
debt of InteliSys at a discount.  For its efforts in favorably settling
InteliSys' debt, the Company received a $50,000 loan facilitation fee in the
form of a promissory note receivable from InteliSys.  The promissory note was
subsequently converted into 1,000,000 shares of InteliSys' common stock.  The
$50,000 loan facilitation fee is recorded as other revenue.


During the year ended December 31, 2003, certain note holders converted notes
payable in the amount of $47,500 to 475,000 shares of Gavella common stock.
The note holders also received 460,000 shares of InteliSys common stock for
$.05 per share, or $23,000 as additional interest.  In addition, the same
note holders converted notes payable in the amount of $47,500 to 475,000
shares of InteliSys common stock for $.10 a share.  Gavella recognized a gain
of $23,750 on the transfer of a portion of its investments in InteliSys to
the note holders.


                              F-7
<PAGE>                GAVELLA CORP. AND SUBSIDIARY
         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 DECEMBER 31, 2003 AND 2002



Note 1   Nature of Operations

Gavella Corp. ("Gavella" ) was incorporated on June 21, 2000 in the State of
Delaware.  Gavella is currently engaged in two lines of business, owning and
operating income producing real estate and investing in and providing
consulting services to small, established companies with defined growth
plans.

On September 30, 2003, Gavella transferred all of the assets and liabilities
of its 100% wholly owned subsidiary, Spring Village Holdings, Inc. plus a
$350,000 promissory note from SVG Properties, L.P., to Bartram Holdings, Inc.
("Bartram"), a newly formed Delaware corporation, also a wholly owned
subsidiary of Gavella, in exchange for 6,500,000 shares of  $.001 par value
Bartram common stock.  As of December 31, 2003, Spring Village Holdings, Inc.
owns a 4.5% general partnership interest and a 26.5% limited partnership
interest (a 31% controlling interest in total) in SVG Properties, L.P., a New
Jersey limited partnership. The Partnership in total owns a 124 unit
apartment complex. The transfer of Spring Village Holdings, Inc. to Bartram
was the result of a decision by Gavella's Board of Directors to separate
their investment and consulting business from their real estate business.

Note 2   Summary of Significant Accounting Policies


Principles of Consolidation

     The consolidated financial statements include the accounts of Gavella
Corp., its wholly owned subsidiary, Bartram Holdings, Inc. and Bartram's
wholly owned subsidiary, Spring Village Holdings, Inc., which is the sole
general partner of SVG Properties, L.P.  and completely controls the
partnership.  Accordingly, the accounts of Spring Village Holdings, Inc.
include its 31% partnership interest in SVG Properties, L.P. (T/A Spring
Village Apartments). All significant intercompany transactions and accounts
have been eliminated.

     For financial reporting purposes, the assets, liabilities, results of
operations and cash flows of the partnership are included in the Company's
consolidated financial statements.  The outside investors' limited
partnership interests have been reflected as minority interests.

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-8

<PAGE>                GAVELLA CORP. AND SUBSIDIARY
         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 DECEMBER 31, 2003 AND 2002


Note 2   Summary of Significant Accounting Policies (continued)

Revenue Recognition

     Rental real estate revenues include rental income and fees earned from
tenants for late charges, laundry income and other housing related services.
Tenant fees for the years ended December 31, 2003 and 2002 were $42,751 and
$36,271.  The Company earns rental income under operating lease agreements
with tenants.  Rental income is recognized on a straight-line basis over the
applicable lease term. The associated fees and other income are recognized as
earned.

     Other revenues include consulting fees recognized as services are
performed or are over the term of the related agreement.  Deferred revenue as
of December 31, 2003 was $12,500.

Accounts Receivable

     The Company provides an allowance for doubtful accounts equal to the
estimated uncollectible amounts.  The Company's estimate is based on
historical collection experience and a review of the current status of its
receivables.

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 an excessive collection cost
are written off to the allowance for loan losses.  The allowance for loan
losses at December 31, 2003 was $-0-.

Rental Property

     Rental property is recorded at cost.  Depreciation is provided using
the straight-line method over its estimated useful life.  The estimated
useful lives of the major classes of rental property, as determined by the
Company's management, are as follows: buildings and improvements   40 years,
building equipment   10 years, office equipment   5 years, transportation
equipment   5 years, furniture and fixtures   3 years.  Maintenance and
repairs are charged to expense as incurred; major renewals and betterments
are capitalized.  When items of property are sold or retired, the related
cost and accumulated depreciation are removed from the accounts and any gain
or loss is reflected in operations.


                                                           F-9
<PAGE>                GAVELLA CORP. AND SUBSIDIARY
         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 DECEMBER 31, 2003 AND 2002


Note 2   Summary of Significant Accounting Policies (continued)

Rental Property (continued)

     The Company reviews the carrying value of the rental property for
impairment whenever events and circumstances indicate that the carrying value
of an asset may not be recoverable from the estimated future cash flows
expected to result from its use and eventual disposition.  In cases where
undiscounted expected cash flows are less than the carrying value, an
impairment loss is recognized equal to an amount by which the carrying value
exceeds the fair value of assets.  Based on these reviews, there were no
adjustments to the carrying value of long-lived assets for the years ended
December 31, 2003 and 2002.

Cash Held in Escrow

     Cash held in escrow includes amounts held by the lender to provide
funds necessary for the payment of real estate taxes of  the Spring Village
Apartments.

Investments

     The Company's cost based investment at December 31, 2003 consists of a
common stock investment representing an equity interest of less than 20% in
InteliSys Aviation Systems, Inc.  This method is used when the Company owns
less than a 20% equity interest and does not exercise significant influence
over the operating and financial policies of the investee.

Deferred Financing Costs

     Deferred financing costs, consisting primarily of debt issue costs, are
amortized using the straight-line method over ten years, the term of the
related debt. Amortization expense for the years ended December 31, 2003 and
2002 was $9,288 and $8,641.  Accumulated amortization as of December 31, 2003
and 2002 was $ 2,088 and $45,361.

Security Deposits Payable

     Security deposits payable represent amounts received from tenants and
are included in cash on the accompanying balance sheets.  As of December 31,
2003 and 2002, the tenant security deposits are fully funded.  Tenant
security deposits are guaranteed by a stockholder.

Advertising

     The Company expenses all advertising as incurred.  Direct response
advertising for which future economic benefits are probable and specifically
attributable to the advertising is not material.  Advertising expense for the
periods ended December 31, 2003 and 2002 was $19,366 and $12,517.




                                                       F-10
<PAGE>
                GAVELLA CORP. AND SUBSIDIARY
         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 DECEMBER 31, 2003 AND 2002

Note 2   Summary of Significant Accounting Policies (continued)

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.

     At December 31, 2003, the Company has one stock-based employee
compensation plan, which is described more fully in Note 10.  Prior to 2003,
the Company accounted for the plan under the recognition and measurement
principles of APB No. 25, "Accounting for Stock Issued to Employees," and
related Interpretations.  No stock-based  employee compensation cost was
reflected in 2002 net income, as all options granted under those plans had an
exercise price equal to or above the quoted market price of the underlying
common stock on the date of grant.  Stock options granted to consultants and
other non-employees are recorded at fair value in accordance with SFAS No.
123.  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.  Results for prior years have not been restated. The
following table illustrates the effect on net income and earnings per share
if the fair value based method had been applied to all outstanding and
unvested awards in each period.


                                            2003            2002

Net loss, as reported                          ($ 584,301)      ($ 124,959)
Add: Stock-based employee compensation
 expense included in reported net income,
 net of related tax effects                        7,500              -0-
Less total stock-based employee compensation
 expense determined under the fair value
 based method for all awards,
 net of related tax effects                       (7,500)      (    5,700)
                                              ----------        ---------
Pro forma net loss                            ($ 584,301)      ($ 130,659)
                                              ==========        =========

Basic and diluted net loss per common share,
as reported                                    ($   .15)          ($  .05)
                                              ==========        =========

Basic and diluted net loss per common share,
proforma                                       ($   .15)          ($  .05)
                                              ==========        =========

                                                          F-11
<PAGE>
                GAVELLA CORP. AND SUBSIDIARY
         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 DECEMBER 31, 2003 AND 2002


Note 2   Summary of Significant Accounting Policies (continued)

Stock-Based Compensation (continued)

       Under SFAS No. 123, the fair value of each option was estimated on the
date of grant using the Black Scholes option-pricing model.  Based on the
assumptions presented below, the weighted average fair value of options granted
was $.00 per option in 2003 and $.02 per option in 2002.

                                        2003       2002
                                             ------     ------
Expected life of options in years               5          5
Risk-free interest rate                         5.34%      4.83%
Expected volatility                             5.73%     18.30%
Dividend yield                                  0.00%      0.00%

Income Taxes

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

Net loss per Share

     Basic net loss per share is computed on the basis of the weighted average
number of shares outstanding each period and excludes any dilutive effects of
options, warrants, and convertible securities.  Dilutive earnings per share is
computed giving effects to dilutive stock equivalents. Stock options to
purchase750,000 shares and 500,000 shares for 2003 and 2002 were not
dilutive and therefore were not included in the computations of dilutive
earnings per share.

Fair Value

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



                                                       F-12
<PAGE>


                GAVELLA CORP. AND SUBSIDIARY
         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 DECEMBER 31, 2003 AND 2002


Note 2   Summary of Significant Accounting Policies (continued)


Recently Issued Accounting Pronouncements

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

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

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


Statement of Cash Flows

     For purposes of the statements of cash flows, the Company considers all
highly liquid investments purchased with a term to maturity of three (3)
months or less at the time of acquisition to be cash equivalents.


                                                       F-13
<PAGE>                GAVELLA CORP. AND SUBSIDIARY
         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 DECEMBER 31, 2003 AND 2002

Note 3   Rental Property

     Rental property at December 31, 2003 and 2002 consisted of the
following:

                                        2003          2002
                                      -------        ------
Land                               $  292,792       $  292,792
Building and improvements           3,372,029        3,244,676
Building equipment                    221,209          169,234
Office equipment                       19,439           39,677
Transportation equipment               65,217           48,868
Furniture and fixtures                  1,663            5,180
                                    ---------        ---------
                                    3,972,349        3,800,427
Less accumulated depreciation      (  819,354)      (  716,106)
                                    ---------        ---------
Rental property, net              $ 3,152,995      $ 3,084,321
                                    =========        =========

     Depreciation expense for the periods ended December 31, 2003 and 2002
was $132,694 and $125,552.

Note 4 - Notes Receivable

     In connection with the Company's investment in InteliSys Aviation
Systems, Inc. ("InteliSys") (See Note 6), the Company also made loans to
InteliSys in the form of cash and assumption of liabilities.  The notes
receivable bear interest at  12%,  are secured by substantially all of the
assets of InteliSys and affiliated companies, and the personal guarantee of
InteliSys' president including his residence.  The notes mature December 31,
2003.  The Company has received payments of approximately $10,000 as of the
date of this report and is the process of entering into an agreement to
extend the due date.


Note 5   Cash Held in Escrow

     Cash held in escrow at December 31, 2003 and 2002 consisted of the
following:

                                        2003          2002
                                        ----          ----
Mortgage escrow deposits            $  85,047      $ 36,467
Reserve fund for replacements             -0-         8,026
                                     --------       -------
                                    $  85,047      $ 44,493
                                     ========       =======



                                                            F-14
<PAGE>                GAVELLA CORP. AND SUBSIDIARY
         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 DECEMBER 31, 2003 AND 2002


Note 6   Investments

     On March 25, 2003, the Company invested $50,000 into InteliSys Aviation
Systems, Inc. (formerly Apta Holdings, Inc.) ("InteliSys") in the form of a
secured promissory note.  The Company received 100,000 shares of InteliSys'
restricted common stock, valued at $.05 per share, or $5,000, as a fee for
making the loan.  The fee is reflected as interest income in the statement of
operations. The Company also entered into an agreement with InteliSys whereby
the Company will provide consulting services to InteliSys over a two-year
period to assist InteliSys to make the transition to becoming a public
company.  The Company received 500,000 shares of InteliSys' restricted common
stock, valued at $.05 per share, or $25,000, pursuant to the agreement.
During the second quarter, the Company invested an additional $88,719 in the
form of secured promissory notes.  Of the proceeds, $72,500 was used by
InteliSys in settling certain bank debt.  For their efforts  in assisting
InteliSys in settling the bank debt, the Company received a loan facilitation
fee in the form of a $50,000 convertible promissory note, which the Company
converted  into 1,000,000 shares of InteliSys' restricted common stock.  The
loan facilitation fee is reflected as other revenue in the statement of
operations. During the third quarter, the Company invested $62,500 in the
form of secured promissory notes.  (See Note 4)

The Company also exchanged 935,000 shares of its InteliSys' restricted common
stock, valued at $.05 per share, or $46,750 in satisfaction of the Company's
principal and interest obligation to its note holders, which resulted in a
gain on sale of investment of $23,750.  (See Note 8) As of  December 31,
2003, the Company's investment in InteliSys consists of 665,000 shares of
restricted common stock, valued at $.05 per share, or $33,250, and is carried
at cost. The Company also holds options to acquire an additional 155,000
shares of InteliSys restricted common stock for $.10 per share, or $15,500.

During the year ended December 31, 2002, the Company realized earnings from
its investment in DataNet Office Solutions, Inc. of $7,726.  The Company sold
its investment in DataNet on July 31, 2002 for $50,000, resulting in a gain
on sale of investment of $10,274.  Also in 2002, the Company made an
additional investment of $5,250 to Eastern Envelopes & Graphics, LLC, and
realized a loss from its investment of $5,250 during the year.  As of
December 31, 2002,  the Company's investment in Eastern was written off.


Note 7 - Mortgage Notes Payable

     Mortgage notes payable at December 31, 2003 and 2002 consisted of the
following:
                                                2003        2002
Mortgage  note  payable  to   First
Union National Bank in monthly installments
of $17,962 including interest  at 7.78%,
due  October 2007, secured by first
mortgage on rental property, assignment
of leases, rents and  security
deposits, substantially
all assets of a subsidiary, and a
limited payment and performance
guaranty of a stockholder,
refinanced in 2003                         $      -0-     $2,366,685


                                                                 F-15
<PAGE>                GAVELLA CORP. AND SUBSIDIARY
         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 DECEMBER 31, 2003 AND 2002

                                                2003            2002
                                                ----            ----
Mortgage  note payable to  Resource
Properties, Inc. ("RPI") in  monthly
installments of $7,964 including
interest at 9.28%, (or 100% of the
subsidiary's net cash  flow,  as
defined in the Agreement, if less),
due October 2022, secured by  second
mortgage  on  rental property and
the common stock of a subsidiary,
refinanced in 2003                            $      -0-      $865,159

Mortgage note payable to New York
Community Bank in monthly installments
of $21,168 including interest at 4.875%
for the first 7 years, amortized based
on a 30 year term, due November 2015,
secured by first mortgage on Rental
property, assignment of leases, rents
and security deposits, substantially all
assets of a subsidiary, and a limited
payment and performance guarantee of a
stockholder                                   $3,995,082           -0-
                                              ----------    ----------
                                              $3,995,082    $3,231,844
                                              ==========    ==========

     On November 7, 2003 the Company consummated a $4,000,000 refinance
transaction in which the former first and second mortgage loans were paid
off. The new mortgage bears a fixed interest rate of 4.875% for the first 7
years and then will be adjusted annually. The interest rate shall increase or
decrease based upon the "Prime Rate" as published in the New York Times as of
ninety days prior to the first change date, plus 2.50%. The loan shall have a
minimum interest rate of 4.875% and a maximum interest rate of 16.00%. The
unpaid principal balance will become due and payable on November 6, 2015. The
new mortgage note also contains a provision that will allow the Company to
borrow additional sums in the future, up to 75% of the appraised value of the
underlying real estate.  In connection with the refinancing, the Company was
required to pay prepayment penalties of $411,843 on its former first mortgage
and received a discount of $85,351 on its former second mortgage.  In
addition, the remaining unamortized deferred financing costs of $34,221 were
written off resulting in total costs incurred of $360,713 which  are
reflected as debt extinguishment costs in the statement of operations.

Maturities of mortgage notes payable as of December 31, 2003 are as follows:

2004          $      60,357
2005                 63,366
2006                 66,525
2007                 69,842
2008                 73,324
Thereafter        3,661,668
                  ---------
              $   3,995,082
                  =========

                                                                 F-16
<PAGE>                GAVELLA CORP. AND SUBSIDIARY
         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 DECEMBER 31, 2003 AND 2002


Note 8 - Notes Payable

     Notes payable at December 31, 2003 and 2002 consists of the following:

                                                 2003              2002
Notes payable to minority interest
shareholders, bear interest at 12%,
unsecured, due December 31, 2004            $   92,500         $     -0-

Note payable to stockholder/director in
monthly payments of $1,875 (or net
cash flow after all debt service
of  a subsidiary, if less), bears
interest at 12%, due January 2006,
unsecured, repaid in 2003                          -0-            85,000

Note payable to stockholder/director in
monthly payments of $500 plus
interest, bears interest at 10.75%,
secured by automobile, due April 2007
repaid in 2003                                     -0-            25,500

Note payable to stockholder/director,
due on demand, bears interest at 12%,
unsecured, repaid in 2003                          -0-            25,000

Note payable to stockholder/director
in monthly interest payments of $500
(or net cash flow after all debt service,
if less), bears interest at 12%, due
January 1, 2008                                100,000           100,000

Note payable to stockholder/director
in monthly interest payments of $500
(or net cash flow after all debt
service, if less), bears interest at
12%, due January 1, 2008, unsecured            100,000           100,000
                                               -------           -------
                                              $292,500          $335,500
                                               =======           =======

Interest expense paid to stockholders and related parties in 2003 and 2002
was $69,757 and $35,894.

Note 9   Income Taxes

     The Company's provision for income taxes for the years ended December
31, 2003 and 2002 consists of the following:

                              2003      2002
          Current
            Federal           -0-         -0-
            State             -0-         -0-
          Deferred            -0-         -0-
                            -----       -----
                            $ -0-       $ -0-
                            =====       =====
                                                      F-17
<PAGE>

                          GAVELLA CORP. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2003 AND 2002


Note 9 - Income Taxes (continued)

     The  income  tax  provision for continuing  operations varied  from  the
federal statutory tax rate as follows  for each year:

                                     2003          2002

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

Deferred income taxes (benefit) reflect the tax effects of temporary
differences between the carrying amounts of assets and liabilities for
financial reporting purposes and the amounts used for income tax purposes,
and the tax effects of net operating losses that are available to offset
future taxable income.  Significant components of the Company's deferred tax
assets at December 31, 2003 and 2002 are as follows:

                                     2003        2002
          Net operating loss
            carryforwards         $295,000   $  235,350
          Valuation allowance     (295,000)    (235,350)
                                 ---------    ---------
                                  $  -0-     $     -0-
                                 =========    =========

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, 2003, the Company has approximately $1,230,000
of net operating loss carryforwards to offset future taxable income for both
federal and state income tax purposes, expiring in various years through 2022
for federal purposes and 2009 for state purposes.

Note 10   Stockholders' Equity

During the year ended December 31, 2003, Spring Villages Holdings, Inc. sold
a 49% limited partnership interest in SVG Properties, LP to an
officer/stockholder/director of the Company for $50,000.  The Company
recorded the $50,000 gain on sale of investment as additional paid in
capital.  The officer/stockholder/director also loaned the Company $15,000
and recast the terms of an $85,000 loan previously advanced by him, which was
repaid in 2003.

On August 26, 2003, the authorized shares of common stock of the Company were
increased from 5,000,000 shares to 8,000,000 shares.

On November 19, 2003, two officers/stockholders/directors exercised their
options to acquire 750,000 shares of common stock at $.10 per share for
$75,000.


                                                                 F-18
<PAGE>
                GAVELLA CORP. AND SUBSIDIARY
         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 DECEMBER 31, 2003 AND 2002



Note 10   Stockholders' Equity (continued)

Stock-Based Compensation

     The Company has a Stock Option and Stock Issuance Plan, which provides
for, among other incentives, the granting to officers, directors, employees
and consultants options to purchase shares of the Company's common stock.
Options are generally exercisable at the fair market value on the date of
grant over a five year period expiring through 2008.  The maximum shares of
common stock which may be issued under the plan is initially 500,000 shares,
with annual increases equal to ten percent of the common shares outstanding
on January 1 of each year, commencing January 1, 2002.  In addition to the
options granted in 2003, the Company issued 75,000 shares under the plan for
services rendered and accordingly, recognized compensation expense of $7,500.
As of December 31, 2003, 181,000 shares of common stock are available for
future issuances under the plan.

During the years ended December 31, 2003 and 2002, 250,000 shares were
granted in each year to two officers of the Company with an exercise price of
$.10 and $.35 per share, respectively, representing at least 110% of the fair
market values on the date of grant.  In January 2003, all previously issued
options were revised to reflect a $.10 option price.

     A summary of stock option activity for the year ended December 31, 2003
and 2002 is presented below:


                                                    Exercise Price
                                        Shares          Per Share

     Options outstanding at January 1, 2002  250,000    $  .10
     Options granted in 2002                 250,000    $  .10
                                             -------
     Options outstanding and exercisable at
       December 31, 2002                     500,000    $  .10
     Options granted in 2003                 250,000    $  .10
      Options exercised in 2003             (750,000)   $  .10
                                             -------
     Options outstanding and exercisable at
       December 31, 2003                       -0-
                                             =======


Note 11   Related Party Transactions

Management and Other Fees

     A company, which is owned by a stockholder/officer/director, provides
certain management and administrative services to the Company.  Management
and other fees for the years ended December 31, 2003 and 2002 were $117,000
and $76,750, of which $4,750 represent stock issuance costs in 2002, incurred
in connection with the preparation and filing of the Company's private
offering memorandums.


                                                                 F-19
<PAGE>
                GAVELLA CORP. AND SUBSIDIARY
         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 DECEMBER 31, 2003 AND 2002


Note 11   Related Party Transactions

Legal Fees

A law firm, which is owned by a stockholder/officer/director provides legal
and administrative services to the Company.  Legal fees for the years ended
December 31, 2003 and 2002 were $15,000 and $ 4,750, of which $4,750
represent stock issuance costs in 2002 incurred in connection with the
preparation and filing of  the Company's private offering memorandums.

Leases

     The Company leases its office space from a company that is owned by a
stockholder/officer/director.  Monthly rental payments are $800 per month.
Rent expense for the years ended December 31, 2003 and 2002 was $9,600.

Corporate Reorganization Costs

     During the year ended December 31, 2003, the Company had intended to
spin off, and subsequently revised its plans to not spin off, the Company's
real estate operations.  In connection with the proposed spin-off, the
Company incurred $54,886, of which $30,000 was paid to two
stockholder/officer/directors for services provided.

Note 12 - Subsequent Event

     Effective January 1, 2004, the Company acquired the stock of H. James
Santoro, Inc., a Company owned by the President, for a nominal amount.  The
assets and liabilities will be recorded at their carrying amounts.





                                                                 F-20