SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  FORM 10-KSB/A
                                (Amendment No.1)

[X] Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act
of 1934 For the fiscal year ended December 31, 2005

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

For the transition period from ___________ to __________

                        Commission file number: 000-31143

                                  DCI USA, INC.
                 (Name of small business issuer in its charter)

                Delaware                                22-3742159
(State or other jurisdiction of            (I.R.S. Employer Identification No.)
incorporation or organization)

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

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

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

    Title of each class             Name of each exchange on which registered
    -------------------             -----------------------------------------
            N/A                                        N/A

         Securities registered under Section 12(g) of the Exchange Act:
                                  Common Stock,
                            $.001 par value per share
                                (Title of class)


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

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

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

<PAGE>

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

         The issuer's revenues for its most recent fiscal year were $19,500.

         As of March 21, 2006, the aggregate market value of the issuer's common
equity held by non-affiliates was $272,812, based on the closing price of $0.06
for its common stock on the OTC Bulletin Board on March 21, 2006. Approximately
36,125,035 shares of the issuer's common stock were outstanding as of March 21,
2006.

                       DOCUMENTS INCORPORATED BY REFERENCE

N/A

Transitional Small Business Disclosure Formats (check one): Yes |_|  No |X|

      DCI USA, Inc. (the "Company") is filing this Form 10-KSB/A ("Amendment No.
1") to its Form 10-KSB for the year ended December 31, 2005 filed with the
Securities and Exchange Commission ("SEC") on March 31, 2006 (the "Original
10-KSB"). This Amendment amends in its entirety the Original 10-KSB, and
continues to speak as of the date of the Original 10-KSB. We have updated the
disclosure contained herein to reflect the following adjustments and changes: i)
a restated discussion of our Nature of Operations, to characterize certain
transactions in accordance with the guidance of EITF 85-1 and SAB topic 4E; ii)
a clarification of Note 4 regarding the accounting and facts surrounding our
divestiture of an investment; and iii) a recalculation of the amount of
beneficial conversion features of certain convertible debentures, and resulting
restatements, pursuant to the guidance provided by EITF Issue 98-5 and EITF
00-27. Minor informalities have also been addressed. All information contained
in this Amendment No. 1 is subject to updating and supplementing as provided in
our periodic reports filed with the SEC subsequent to the date of the filing of
the Original 10-KSB.

                                       2
<PAGE>

                                     PART I

Cautionary Notice Regarding Forward Looking Statements

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

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

Item 1.  Description of Business.

Summary

            As used throughout this report, the terms "DCI," the "Company,"
"we," "us," and "our" refer to DCI USA, Inc. We were incorporated on June 21,
2000, under the laws of the State of Delaware as Gavella Corp. As Gavella Corp.,
we engaged in two lines of business: owning and operating income producing real
estate, and making investments in and providing consulting services to other
businesses. On November 9, 2004, Direct Capital Investments, Ltd. (sometimes
referred to herein as "Direct Capital"), purchased 31,500,000 newly-issued
shares of our common stock ("Common Stock") representing approximately 90% of
our capital stock outstanding on a fully-diluted basis. Commencing November 9,
2004 the Company changed its focus and was engaged in lending to and investing
in a real estate related opportunity. On November 19, 2004, we changed our name
to DCI USA, Inc.

            On February 11, 2005, we filed with the Securities and Exchange
Commission (the "SEC") an election to operate as a regulated business
development company ("BDC") under the Investment Company Act of 1940 (the "1940
Act"). On December 5, 2005, Direct Capital voted by written consent to authorize
the withdrawal of our election to be treated as a BDC. On February 22, 2006, we
filed with the SEC a Notification of Withdrawal of Election to operate as a BDC.
We had not achieved our goals of fully operating as a BDC and decided to cease
operations as a BDC. We decided to become an operating company whose focus is to
purchase or otherwise acquire real property, or other businesses, to be operated
directly by us. In order to accomplish such change in business strategy, we will
need significant additional financing which we may not be able to obtain.

                                       1
<PAGE>

            As of December 31, 2005, substantially all of our assets consisted
of the following notes receivable which are described in more detail below. We
do not have any operating assets.

--------------------------------------------------------------------------------
Loans to:                                                 Note Value:
--------------------------------------------------------------------------------
231 Norman Ave LLC        Real Estate- 12% Due 6/15/06    $600,000
--------------------------------------------------------------------------------
231 Norman Ave LLC        Real Estate- 12% Due 6/15/06    $770,000
--------------------------------------------------------------------------------
Bartram Holdings, Inc.    Real Estate- 8% Due 7/05/15     $70,000
--------------------------------------------------------------------------------
Technology Spin Off       A&C loan assignment Due         $129,044*
Systems LLC               9/13/07
--------------------------------------------------------------------------------
Total Investment                                          $1,569,044
--------------------------------------------------------------------------------

*Net of discount of $20,956.

Our Business Prior to November 9, 2004

            Prior to November 9, 2004, we had one wholly-owned subsidiary,
Bartram Holdings, Inc. (sometimes referred to herein as "Bartram"). The primary
asset of Bartram is an 80% indirect interest in the Spring Village Apartment
Complex. Bartram owns 100% of Spring Village Holdings, Inc., which owns a 80%
controlling interest in SVG Properties, L.P., a New Jersey limited partnership
(the "Partnership"). The Partnership owns the 124-unit Spring Village apartment
complex.

Change in Control on November 9, 2004

                  On November 9, 2004, Direct Capital purchased 31,500,000
shares of our Common Stock, which represented approximately 90% of our issued
share capital on a fully diluted basis. Direct Capital is an Israeli company
which is traded on the Tel Aviv Stock Exchange. In connection with such purchase
we transferred to one of our shareholders 80% of our equity ownership in Bartram
and retained the remaining 20%. The purchase price for such 31,500,000 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 in the principal amount of $770,000; and (2) cash in the amount of
$130,000, which amount we were to pay to Bartram after we received such amount
from Direct Capital. Of such $130,000 cash portion, we received $100,000 from
Direct Capital which was paid to Bartram. With respect to the remaining $30,000
due to us from Direct Capital, in 2005, we offset such amount against a loan
obligation from us to Direct Capital. As of June 30, 2005, the Company sold its
20% ownership in Bartram back to Bartram (the "Bartram Repurchase") in
consideration for a $70,000 principal amount promissory note made by Bartram and
the forgiveness by Bartram of the Company's obligation to pay Bartram $30,000
upon receipt of such amount from Direct Capital.

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

                                       2
<PAGE>

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

231 Norman Avenue

         The Company holds two promissory notes made by 231 Norman Avenue, LLC
("Norman LLC"), an entity controlled by the former Chairman and CEO of the
Company, one in the principal amount of $770,000 the other in the principal
amount of $600,000. The $770,000 Note was originally made by Norman LLC to
Direct Capital and was assigned by Direct Capital to the Company to satisfy
$770,000 of the $900,000 purchase price for the 31,500,000 shares of the
Company's newly-issued Common Stock acquired by Direct Capital. The $770,000
Note, which was due and payable on June 15, 2005 and extended to June 15, 2006,
provides for quarterly payments of only interest at an annual interest rate of
12%.

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

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

            Norman Property LLC is a New York limited liability company which
owns fee simple title to the real property located at 231 Norman Avenue,
Brooklyn, New York. In March 2005 Norman Property LLC consummated a $10 million
refinancing and construction loan with Washington Mutual with respect to the
property at 231 Norman Avenue and received capital contributions from investors
of $1.75 million. The project at 231 Norman Avenue is the conversion of the
existing commercial use building into approximately 68 lofts to be sold as
condominiums. It is anticipated that this project will be completed by the end
of 2006.

                                       3
<PAGE>

Loan to Apros and Chay MB Ltd.

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

         The Company's rights under such Loan which were assigned to TSOS
consisted of (i) the right to receive from Apros & Chay the aggregate principal
amount of $155,000, with interest accruing at the rate of 10% annually, on
December 13, 2005 (although the original principal amount of the Initial Loan
was $96,000, $1,000 was sold by the Company to TSSS LLC as of March 17, 2005)
and (ii) the Warrants to purchase 1,550,000 share of Apros & Chay at a purchase
price of $0.10 per share; said warrants are exercisable until December 31, 2005,
with the right of the Company to extend such time for an additional 6 months.

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

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

         On December 13, 2004, the Company entered into a Loan Agreement (the
"Initial Loan") with Apros and Chay MB Ltd., an Israeli private merchant banking
company ("Apros and Chay") which is affiliated with Adam Ofek, who was then our
President, Chief Financial Officer and a director. Pursuant to the terms of such
Loan Agreement, the Company lent Apros and Chay $96,000. Interest accrued at the
rate of 10%.

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

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

         As of December 31, 2004, the Company entered into a Modification
Agreement (the "Modification Agreement," together with the Initial Loan, the
"Loan") with Apros and Chay and Direct Capital regarding the aggregate sum of
$60,000 which was lent by Direct Capital to Apros and Chay. Pursuant to the
Modification Agreement, Direct Capital assigned to the Company the right to
receive such $60,000 from Apros and Chay. Interest accrued on such $60,000 at
the annual rate of 10%.

                                       4
<PAGE>

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 166,667 shares of our Common Stock.

      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.

            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.

                                       5
<PAGE>

            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.

            Currently, management does not believe that the Company will
exercise its rights under the Standby Equity Distribution Agreement and intends
to seek to negotiate with Cornell for the right to satisfy the debentures due
Cornell by issuing shares of the Company's Common Stock to Cornell.

Employees

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

Risk Factors

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

We Are No Longer A BDC

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

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

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

                                       6
<PAGE>

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

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

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

         Jonathan Ilan Ofir, our Chairman and CEO, owns 28,350,000 shares of our
Common Stock and has the option to purchase an additional 3,150,000 shares from
Direct Capital. He has beneficial ownership of approximately 87% of our
outstanding Common Stock as of March 21, 2006. Mr. Ofir, therefore, has the
ability to appoint our Board of Directors. Accordingly, Mr. Ofir may have
significant influence in determining the outcome of any corporate transaction or
other matter submitted to our Board for approval, including issuing common and
preferred stock, and appointing officers, which could have a material impact on
mergers, acquisitions, consolidations and the sale of all or substantially all
of our assets, and also the power to prevent or cause a change in control. The
interests of Mr. Ofir may differ from the interests of the other stockholders.

Our Investments May Not Generate Sufficient Income to Cover Our Operations

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

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

         As of March 21, 2006, there were 36,125,035 shares of our Common Stock
outstanding. We are authorized to issue up to a total of 100,000,000 shares of
Common Stock and 1,000,000 shares of blank check preferred stock of which
200,000 shares of Series A Preferred are outstanding. Additional issuances,
including the rights and preferences of the preferred shares, do not require
stockholder approval. The sale or availability for sale of substantial amounts
of our Common Stock, in the public market could adversely affect the market
price of our Common Stock. As a result of our contractual agreement to register
$5,000,000 of shares of Common Stock on behalf of Cornell Capital and the shares
of Common Stock underlying two convertible debentures and 200,000 shares of
Series A Preferred Stock held by Cornell, there are a significant amount of
shares which we have to issue to Cornell. We cannot predict the actual number of
shares of Common Stock that will be issued to Cornell pursuant to these
convertible debentures and the Series A Preferred Stock held by Cornell. The
purchase price of the shares to be issued upon conversion of the convertible
debentures and the Series A Preferred Stock will fluctuate based on prevailing
market conditions.

                                       7
<PAGE>

Item 2.      Description of Property.

            The Company leases office space at 8 Bond Street, Great Neck, New
York at a rent of $2,000 per month pursuant to a two-year lease which commenced
on July 1, 2005.

Item 3.      Legal Proceedings.

         Not Applicable.

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

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

                                     PART II



Item 5.      Market for Common Equity, Related Stockholder Matters and Small
             Business Issuer Purchases of Equity Securities.

         Our Common Stock is quoted on the OTC Bulletin Board under the trading
symbol "DCIU". The prices set forth below reflect the quarterly high and low
sale information for shares of our Common Stock during the period since the
Common Stock began trading. These quotations reflect inter-dealer prices,
without retail markup, markdown or commission, and may not represent actual
transactions.

--------------------------------------------------------------------------------
2005 Quarter Ended            High Price                Low Price
--------------------------------------------------------------------------------
12/31/2005                    $0.05                     $0.04
--------------------------------------------------------------------------------
9/30/2005                     0.10                      0.05
--------------------------------------------------------------------------------
6/30/2005                     0.75                      0.05
--------------------------------------------------------------------------------
3/31/2005                     0.75                      0.05
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
2004 Quarter Ended            High Price                Low Price
--------------------------------------------------------------------------------
12/31/2004                    $0.20                     $0.06
--------------------------------------------------------------------------------
9/30/2004                     0.50                      0.12
--------------------------------------------------------------------------------
6/30/2004                     0.50                      0.12
--------------------------------------------------------------------------------
3/31/2004                     0.50                      0.16
--------------------------------------------------------------------------------

         As of March 27, 2006, there were approximately 418 holders of record of
our Common Stock.

                                       8
<PAGE>

          Our Common Stock is covered by an SEC rule that imposes additional
sales practice requirements on broker-dealers who sell such securities to
persons other than established customers and accredited investors, which are
generally institutions with assets in excess of $5,000,000, or individuals with
net worth in excess of $1,000,000 or annual income exceeding $200,000 or
$300,000 jointly with their spouse. For transactions covered by the rule, the
broker-dealer must make a special suitability determination for the purchaser
and transaction prior to the sale. Consequently, the rule may affect the ability
of broker-dealers to sell our securities, and also may affect the ability of
purchasers of our stock to sell their shares in the secondary market. It may
also cause fewer broker-dealers to be willing to make a market in our common
stock, and it may affect the level of news coverage we receive.

                  We have not declared or paid any cash dividends on our Common
Stock since our inception, and our Board of Directors currently intends to
retain all earnings for use in the business for the foreseeable future. Any
future payment of dividends will depend upon our results of operations,
financial condition, cash requirements, and other factors deemed relevant by our
Board of Directors.

         The following table provides information as of December 31, 2005 about
our equity compensation arrangements. We did not have any equity compensation
arrangements as of December 31, 2005.


<TABLE>
<CAPTION>
                                                                                 (c)
                                                                                 Number of securities
                                                                                 remaining available
                                                                                 for future
                                    (a)                     (b)                  issuance
                                    Number of securities    Weighted-average     under equity
                                    to be issued upon       exercise price of    compensation
                                    exercise of             outstanding          plans (excluding
                                    outstanding options,    options, warrants    securities reflected
Plan Category                       warrants and rights     and rights           in column (a))
-------------------------------     --------------------    -----------------    -------------------------
<S>                                          <C>                   <C>                     <C>
Equity compensation  plans
approved by security holders                 -0-                   -0-                     -0-
-------------------------------     --------------------    -----------------    -------------------------
Equity compensation plans not
approved by security holders                 -0-                   -0-                     -0-
-------------------------------     --------------------    -----------------    -------------------------

Total                                        -0-                   -0-                     -0-
===============================     ====================    =================    =========================
</TABLE>


         Recent Sales of Unregistered Securities

         As of March 1, 2006, Jonathan Ilan Ofir, our Chairman and Chief
Executive Officer, agreed to lend us up to $300,000 on a revolving credit basis
until March 1, 2008 and we issued to Mr. Ofir as of March 1, 2006 a convertible
promissory note in the principal amount of up to $300,000, the form of which
note (the "Ofir Note") is filed as Exhibit 10.30 to this annual report. The
maximum amount which may be outstanding under the Ofir Note at any given time is
not permitted to exceed $300,000 and we may prepay all or part of the
outstanding balance under the Ofir Note upon five business days' notice to Mr.
Ofir. The principal and accrued interest outstanding under the Ofir Note are due
and payable on March 1, 2008 and are convertible at any time at the option of
Mr. Ofir into shares of our Common Stock at the conversion price of $0.05 per
share. Interest accrues on the principal balance outstanding under the Ofir Note
at the rate of 8% per annum. We believe that our issuance of the Ofir Note, and
our issuance of the shares of our Common Stock upon conversion of the Ofir Note,
was and will be exempt from registration pursuant to Section 4(2) the Securities
Act of 1933, as amended.

                                       9
<PAGE>

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

         Plan of Operations

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

         Financial Condition and Results of Operations

         We believe that a comparison of our results of operations from 2005
with our results of operations from 2004 can be misleading because our business
and management completely changed as of November 9, 2004. In reviewing the
discussion below the reader should keep in mind such change in control and
change in the business that occurred in November 2004.

Comparison of the results of operations: year ended December 31, 2005 to year
ended December 31, 2004

         We incurred a net loss of $479,178 during the year ended December 31,
2005 compared to a net loss of $56,292 during the year ended December 31, 2004.
Our total expenses increased from $136,080 in 2004 to $691,674 in 2005 primarily
because (1) of increased professional fees and general and administrative
expenses resulting from (a) our election to operate as a business development
company, and (b) our engaging in a number of transactions to raise funds, to
make investments and to restructure existing investments and borrowings, which
transactions were complex in nature relative to the dollar amounts involved; (2)
of increased interest expenses during 2005 relating to our debts which we did
not have prior to November 9, 2004; and (3) we paid total fees to our directors
of $56,250 in 2005 but did not pay them fees in 2004.

         Our total revenues increased to a total of $115,618, from $84,535 in
2004 to $200,153 in 2005, but this increase was more than offset by our $540,209
increase in expenses from 2004 to 2005. We had business operations through
Bartram prior to November 2004 but, after November 9, 2004, we engaged primarily
in managing investments. For this reason, our operating revenues decreased from
$69,300 in 2004 to $19,500 in 2005 and our interest income increased from
$15,235 in 2004 to $180,653 in 2005.

         In 2005, we recorded a gain on loan assignment of $62,596 in connection
with our assignment of the Apros and Chay Loan to Technology Spin Off Systems,
LLC. Also in 2005, we recorded a net loss on investment of $50,253 in connection
with the sale of our 20% ownership interest in Bartram back to Bartram.

         Liquidity and Capital Resources

         Our cash as of December 31, 2005 was $5,877. We believe that we will be
able to meet our cash requirements during 2006 principally through loans from
our Chairman. We expect to incur legal, administrative and consulting and
auditing fees of approximately $300,000 during 2006.

                                       10
<PAGE>

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

         As of December 31, 2005, our notes payable consist of the following:

                                                                    December 31,
                                                                       2005
                                                                    -----------
Note Payable to Hypothecators, interest accrues
at 15% per annum payable on the first of
each month, due June 15, 2006                                       $400,000

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

Convertible Debentures Issued to Cornell, net of
discount of $79,345; $250,000 due December 6,
2006 and $250,000 due March 1, 2007                                  420,655
                                                                    --------
                                                                    $920,655

         Of such $938,904, as of December 31, 2005, $722,448 was current
obligations and $206,438 was non-current obligations.

         The $100,000 TSSS, Inc. note referenced above was originally issued by
the Company to NY2K, Inc. as of March 7, 2005. The note was assigned by NY2K,
Inc. to TSSS, Inc. Such note was cancelled as of June 8, 2005 in consideration
for the Company's issuance of 2,000,000 shares of its Common Stock to TSSS,
Inc., which issuance was made pursuant to the exemption from registration
provided by Regulation E under the Securities Act of 1933, as amended.
Subsequent to the receipt by the Company of a letter from the Staff of the
Securities and Exchange Commission ("SEC") in which the Staff raised questions
with respect to the Company's compliance with the provisions of the Investment
Company Act of 1940 applicable to business development companies, the Company
and TSSS, Inc. rescinded the cancellation of the Company's $100,000 note and
issuance of 2,000,000 shares of Common Stock. The due date of the note of March
7, 2006 has been extended by TSSS, Inc. pending discussions between TSSS, Inc.
and the Company to cancel the note in exchange for the issuance of shares of
Common Stock to TSSS, Inc.

         We expect that the amounts we derive from the promissory notes held by
us, including the interest in Norman Property LLC that we have the right to
acquire, will be sufficient to enable us to satisfy our outstanding
indebtedness. Such amounts may not, however, be realized in time to enable us to
satisfy our obligations timely or to pay our ongoing operating expenses. To
enable us to satisfy certain of our obligations pending the receipt of the
proceeds of our current assets, our Chairman has agreed to lend us up to
$300,000 on a revolving basis at the interest rate of 8% per year. We believe
that such amount will enable us to meet our cash needs for 2006. See Item 5,
"Market for Common Equity, Related Stockholder Matters and Small Business Issuer
Purchasers of Equity Securities - Recent Sales of Unregistered Securities".

                                       11
<PAGE>

Item 7.      Financial Statements.

         The financial information required by this item is set forth beginning
on page F-1 following the signature page.

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

         Not Applicable.

Item 8A.  Controls and Procedures.

         Our management, including our chief executive officer and president and
our chief financial officer, have conducted an evaluation of the effectiveness
of our disclosure controls and procedures (as defined in Rule 13a-15(e) under
the Securities and Exchange Act of 1934) as of December 31, 2005. Based upon
that evaluation, our chief executive officer and president and our chief
financial officer have concluded that our disclosure controls and procedures are
effective for timely gathering, analyzing and disclosing the information we are
required to disclose in our reports filed under the Exchange Act.

         There have been no significant changes made in our internal controls or
in other factors that could significantly affect our internal controls
subsequent to that evaluation date or during the fourth quarter of 2005.


                                    PART III

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

         The following table sets forth information with respect to the
directors and executive officers of the Company.

Name of Individual          Age         Position with the Company
------------------------    ---         ----------------------------------------

Jonathan Ilan Ofir           42         Chairman and Chief Executive Officer
Michael Gibbs                69         Chief Financial Officer
Marc Narboni                 47         Director
Gregory Bitterman            44         Director
Seth Yakatan                 34         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.

                                       12
<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.

            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. Mr.
Narboni is a member of our audit committee.

            Gregory Bitterman, a director of the Company since February 11,
2005, has been of counsel to the law firm of Aron J. Broder and Jonathon Reiter,
where he focuses on plaintiff litigation. Mr. Bitterman has been of counsel at
such firm since 1992.. Mr Bitterman received a law degree from Case Western
University School of law in 1985. Mr. Bitterman is a member of our audit
committee.

            Seth Yakatan, a director of the Company, worked with Union Bank of
California, N.A., in the media and telecommunications group from June 1996 until
April 2001. While there, he completed numerous debt financings while placing
subordinated debt and private equity into several portfolio companies on behalf
of the bank. Since April 2001 as a Co-Founder of 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. Mr.
Yakatan is a member of our audit committee.

                                       13
<PAGE>

Audit Committee Financial Expert

            Our Audit Committee consists of the following members: Messrs.
Narboni, Bitterman and Yakatan.  Mr. Yakatan is our audit committee financial
expert and is "independent" as defined in Item 7(d)(3)(iv) of Schedule 14A under
the Securities Exchange Act of 1934.

Section 16(a) Beneficial Ownership Reporting Compliance.

            Section 16(a) of the Securities Exchange Act of 1934 requires
officers and Directors of the Company and persons who own more than ten percent
of a registered class of the Company's equity securities to file reports of
ownership and changes in their ownership with the Securities and Exchange
Commission, and forward copies of such filings to the Company. Based on the
copies of filings received by the Company, during the most recent fiscal year
ended December 31, 2005, the directors, officers, and beneficial owners of more
than ten percent of the equity securities of the Company registered pursuant to
Section 12 of the Exchange Act have filed all forms on a timely basis. All other
Forms 3, 4, and 5 and any amendments thereto, were filed on a timely basis.

Item 10.  Executive Compensation.

         The following table provides certain information about the compensation
which we paid to our Chief Executive Officer and other officers who were paid at
least $100,000 in 2005.

<TABLE>
<CAPTION>
                                                                                         Long Term Compensation
                                                                        -----------------------------------------------------------
                                Annual Compensation                       Awards                      Payouts
------------------------------------------------------------------------------------------------------------------------------------
Name and Principal    Year   Salary ($)    Bonus ($)     Other Annual   Restricted    Securities      LTIP         All Other
Position                                                 Compensation   Award(s)      Under-Lying     Payouts ($)  Compensation
                                                         ($)                          Options/
                                                                                      SARs(#)
------------------------------------------------------------------------------------------------------------------------------------
<S>                   <C>    <C>           <C>           <C>            <C>           <C>             <C>          <C>
Jonathan Ilan Ofir    2005   0             $0            $15,000 (1)    $0            $0              $0           $0
                      2004   0              0             0              0             0               0            0
                      2003   0              0             0              0             0               0            0
</TABLE>

(1) Consists of consulting fees which we paid to Mr. Ofir in 2005.

Incentive Plans

         We have not adopted any stock option or incentive plans.

                        Option Grants in Last Fiscal Year

         In 2005, we did not grant any options to purchase shares of Common
Stock to our officers or directors.

                                       14
<PAGE>

                    Option Grants In Last Fiscal Year (2005)


<TABLE>
<CAPTION>
                                                   Number of         % of
                                                  Securities     Total Options
                                                  Underlying      Granted to
                                                    Options      Employees in      Exercise         Expiration
                                         Year     Granted(1)      Fiscal Year        Price             Date
                                         ----     ----------      -----------        -----             ----
<S>                                      <C>         <C>              <C>             <C>               <C>
Not Applicable.......................    2005        -0-              -0-             N/A               N/A
</TABLE>


                 Aggregated Option Exercises in Last Fiscal Year
                        and Fiscal Year-End Option Values

         During 2005, none of our officers or directors exercised any options to
purchase shares of Common Stock and they did not hold any stock options as of
December 31, 2005. The following table sets forth, for our officers and
directors, the number and value of vested and unvested options held as of
December 31, 2005 and the value of any in-the-money stock options, vested and
unvested, as of such date.

                        Option Value at December 31, 2005

<TABLE>
<CAPTION>
                                           Number of Securities
                                          Underlying Unexercised                 Value of Unexercised In-The-Money
                                       Options at December 31, 2005                Options at December 31, 2005
                                      -------------------------------              ------------------------------
                                       Exercisable     Unexercisable                Exercisable    Unexercisable
                                       -----------     -------------                -----------    -------------
<S>                                         <C>            <C>                          <C>             <C>
Not Applicable...................           -0-            -0-                          N/A             N/A
</TABLE>

The last sale price of the Common Stock was $0.04 on December 30, 2005.

Employment Agreements.

None.

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

         We have 36,125,035 shares of Common Stock outstanding as of March 21,
2006. The following table sets forth certain information regarding the
beneficial ownership of our Common Stock as of March 21, 2006 by (i) each person
who, to our knowledge, beneficially owns more than 5% of our Common Stock; (ii)
each of our current directors and executive officers; and (iii) all of our
current directors and executive officers as a group:

                                       15
<PAGE>

<TABLE>
<CAPTION>
Officers, Directors                                                                              Percentage
and 5% Stockholders                         Title of Class                   No. of Shares        Ownership
-------------------                         --------------                   -------------        ---------
<S>                                             <C>                         <C>                     <C>
 Jonathan Ilan Ofir                             Common                      31,500,000 (1)(2)       87.4%
 Direct Capital Investments, Ltd.               Common                      3,150,000 (2)           8.7%
 Gregory Bitterman                              Common                      0                       0
 Michael Gibbs                                  Common                      0                       0
 Zvika Greengold                                Common                      0                       0
 Marc Narboni                                   Common                      0                       0
 Seth Yakatan                                   Common                      0                       0
 All directors and executive officers           Common                      31,500,000              87.4%
 as a group (6 persons)
</TABLE>

----------------

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

(2)   With respect to the 3,150,000 shares of our Common Stock still held by
      Direct Capital Investments, Ltd., (i) the holder has the right, from
      December 31, 2007 to June 30, 2008, to require Mr. Ofir to purchase such
      shares for the aggregate price of $130,000 (or $0.04127 per share); and
      (ii) Mr. Ofir has the right, from February 1, 2006 to June 30, 2008, to
      require the holder to sell such shares to him for the aggregate price of
      $390,000 (or $0.1238 per share).


         The address of each individual listed in the foregoing table is c/o the
Company at 8 Bond Street, Great Neck, New York 11021. The address of Direct
Capital Investments, Ltd. is 52 Menachem Begin Street, Tel-Aviv, Israel 67137.

Item 12.  Certain Relationships and Related Transactions.

         Simultaneously with the purchase of the 31,500,000 shares by Direct
Capital on November 9, 2004, 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 owned 3,000,000
shares of common stock, representing 20% of the outstanding stock of Bartram on
a fully-diluted basis and Harry J. Santoro owned 12,000,000 shares of common
stock, representing 80% of the outstanding stock of Bartram.

                                       16
<PAGE>

         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 the November 9, 2004 closing, SVG 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 pursuant to which Direct Capital acquired 31,500,000 shares of our
Common Stock.

         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, or (iii) the
control of Bartram is transferred to any individual or entity other than Harry
J. Santoro. H. James Santoro, Inc. also provided management and administrative
services to us prior to November 9, 2004. 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. As Gavella
Corp., we acquired H. James Santoro, Inc. for nominal consideration on January
1, 2004.

         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.

         It should be noted that none of the individuals involved in the
transactions described above currently serves as an officer or director of the
Company.

                                       17
<PAGE>

         On November 9, 2004, Direct Capital Investments, Ltd. purchased
31,500,000 shares of our Common Stock. Pursuant to such transaction we owed
Direct Capital $95,000, which was payable on demand.

         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, but who no longer serves as an officer or director of
ours. 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 was 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, then our Chairman and Chief Executive Officer,
owned 58.3% of 231 Norman Avenue, LLC, together with an unaffiliated third
party. Mr. Yerushalmi no longer serves as an officer or director of ours. 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, 2006. 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 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.

                                       18
<PAGE>

         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.

         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.

                                       19
<PAGE>

         As of March 1, 2006, Jonathan Ilan Ofir, our Chairman and Chief
Executive Officer, agreed to lend us up to $300,000 on a revolving credit basis
until March 1, 2008 and we issued to Mr. Ofir as of March 1, 2006 a convertible
promissory note in the principal amount of up to $300,000, the form of which
note (the "Ofir Note") is filed as Exhibit 10.30 to this annual report. The
maximum amount which may be outstanding under the Ofir Note at any given time is
not permitted to exceed $300,000 and we may prepay all or part of the
outstanding balance under the Ofir Note upon five business days' notice to Mr.
Ofir. The principal and accrued interest outstanding under the Ofir Note are due
and payable on March 1, 2008 and are convertible at any time at the option of
Mr. Ofir into shares of our Common Stock at the conversion price of $0.05 per
share. Interest accrues on the principal balance outstanding under the Ofir Note
at the rate of 8% per annum.

Item 13. Exhibits.

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------------
    Exhibit No.                          Description                      Where Found
-------------------------------------------------------------------------------------------------------------------------
<S>                  <C>                                                  <C>
                                                                          Form 10-SB, filed with the SEC on July 25, 2000
                                                                          and filed with the Schedule 14C filed on
        3.1          Articles of Incorporation, as amended                October 13, 2004
-------------------------------------------------------------------------------------------------------------------------
                                                                          Form 10-SB, filed with the SEC on July 25,
        3.2          Bylaws                                               2000
-------------------------------------------------------------------------------------------------------------------------
                     Subscription Agreement dated November 9, 2004,       8-K, filed with the SEC on November 10, 2004
                     from Direct Capital Investments, Ltd. to Gavella
       10.1          Corp.
-------------------------------------------------------------------------------------------------------------------------
                     Distribution Agreement dated November 9, 2004        8-K, filed with the SEC on November 10, 2004
       10.2          between Gavella Corp. and Bartram Holdings, Inc.
-------------------------------------------------------------------------------------------------------------------------
                     Voting Agreement dated November 9, 2004 among        8-K, filed with the SEC on November 10, 2004
                     Gavella Corp., Bartram Holdings, Inc. and Harry
       10.3          J. Santoro
-------------------------------------------------------------------------------------------------------------------------
                     Assignment of Obligations under Promissory Note      8-K, filed with the SEC on December 3, 2004
                     and Indemnification Agreement, dated November 29,
                     2004, by and between DCI USA, Inc. and 231 Norman
                     Avenue Property Development, LLC relating to
       10.4          Hypothecators Mortgage Company.
-------------------------------------------------------------------------------------------------------------------------
                     Assignment of Obligations under Promissory Note      8-K, filed with the SEC on December 3, 2004
                     and Indemnification Agreement, dated November 29,
                     2004, by and between DCI USA, Inc. and 231 Norman
                     Avenue Property Development, LLC relating to
       10.5          Elliot Rubin.
-------------------------------------------------------------------------------------------------------------------------
                     Modification and Consent Agreement dated November    8-K, filed with the SEC on December 3, 2004
                     29, 2004 by and between Hypothecators Mortgage
                     Company, DCI USA, Inc., 231 Norman Avenue Property
                     Development, LLC, 231 Norman Avenue, LLC and the
       10.6          other signatories thereto.
-------------------------------------------------------------------------------------------------------------------------
</TABLE>

                                       20
<PAGE>

<TABLE>
<S>                  <C>                                                  <C>
-------------------------------------------------------------------------------------------------------------------------
                     Modification  and Consent  Agreement  dated          8-K, filed with the SEC on December 3, 2004
                     November 29, 2004 by and  between  Elliot  Rubin,
                     DCI USA,  Inc.,  231  Norman Avenue Property
                     Development,  LLC, 231 Norman Avenue, LLC and the
       10.7          other signatories thereto.
-------------------------------------------------------------------------------------------------------------------------
                     Loan  Agreement dated November 30, 2004,             8-K, filed with the SEC on December 3, 2004
                     between DCI USA, Inc., as Lender, and 231 Norman
       10.8          Avenue, LLC, as Borrower.
-------------------------------------------------------------------------------------------------------------------------
                     Modification Agreement dated November 30, 2004,      8-K, filed with the SEC on December 3, 2004
       10.9          between 231 Norman Avenue, LLC and DCI USA, Inc.
-------------------------------------------------------------------------------------------------------------------------
                     Standby Equity Distribution Agreement dated as       8-K, filed with the SEC on December 16, 2004
                     of December 13, 2004 between Cornell Capital
       10.10         Partners, LP and DCI USA, Inc.
-------------------------------------------------------------------------------------------------------------------------
                     Registration Rights Agreement dated as of            8-K, filed with the SEC on December 16, 2004
                     December 13, 2004 by and between Cornell
       10.11         Capital  Partners,  LP and DCI USA, Inc.
-------------------------------------------------------------------------------------------------------------------------
                     Escrow Agreement dated as of December 13, 2004       8-K, filed with the SEC on December 16, 2004
                     by DCI USA, Inc., Cornell Capital Partners, LP
       10.12         and David Gonzalez, PC
-------------------------------------------------------------------------------------------------------------------------
                     Placement Agent Agreement dated as of December       8-K, filed with the SEC on December 16, 2004
                     13, 2004 between DCI USA, Inc., Cornell Capital
       10.13         Partners, LP  and Newbridge Securities Corporation
-------------------------------------------------------------------------------------------------------------------------
                     Loan Agreement dated as of December 13, 2004,        8-K, filed with the SEC on December 16, 2004
                     between DCI USA, Inc., as borrower, and Apros and
       10.14         Chay MB Ltd., as lender
-------------------------------------------------------------------------------------------------------------------------
                     8% Secured Convertible Debenture issued by DCI       8-K, filed with the SEC on December 16, 2004
                     USA, Inc. to Cornell Capital Partners, LP in
       10.15         the principal amount of $250,000
-------------------------------------------------------------------------------------------------------------------------
                     Securities Purchase Agreement dated as of            8-K, filed with the SEC on December 16, 2004
                     December 13, 2004 between Cornell Capital
       10.16         Partners,  LP and DCI USA, Inc.
-------------------------------------------------------------------------------------------------------------------------
                     Investor Registration Rights Agreement               8-K, filed with the SEC on December 16, 2004
                     dated as of December 13, 2004 by and between
       10.17         Cornell Capital Partners, LP and DCI  USA, Inc.
-------------------------------------------------------------------------------------------------------------------------
                     Security Agreement dated as of December 13,          8-K, filed with the SEC on December 16, 2004
                     2004 by DCI USA, Inc. and Cornell Capital
       10.18         Partners, LP
-------------------------------------------------------------------------------------------------------------------------
                     Collateral Assignment of Contract Rights, dated      8-K, filed with the SEC on December 16, 2004
                     as of December 13, 2004 by DCI USA, Inc. and
       10.19         Cornell  Capital Partners, LP
-------------------------------------------------------------------------------------------------------------------------
                     Stock Pledge Agreement dated as of December 13,      8-K, filed with the SEC on December 16, 2004
                     2004 between Cornell Capital Partners,  LP and
       10.20         Apros and Chay MB Ltd.
-------------------------------------------------------------------------------------------------------------------------
</TABLE>

                                       21
<PAGE>

<TABLE>
<S>                  <C>                                                  <C>
-------------------------------------------------------------------------------------------------------------------------
                     Escrow Agreement dated as of December 13, 2004       8-K, filed with the SEC on December 16, 2004
                     by DCI USA, Inc., Cornell Capital Partners, LP
       10.21         and David Gonzalez, PC
-------------------------------------------------------------------------------------------------------------------------
                     Certificate of Designation of Series A Preferred     8-K, filed with the SEC on December 16, 2004
       10.22         Stock
-------------------------------------------------------------------------------------------------------------------------
                     Modification Agreement dated as of December 31,      8-K, filed with the SEC on January 6, 2005
                     2004 among DCI USA, Inc., Direct Capital
       10.23         Investments, Ltd. and Apros and Chay MB Ltd.
-------------------------------------------------------------------------------------------------------------------------
                     Demand Promissory Note dated as of December 31,      8-K, filed with the SEC on January 6, 2005
                     2004 by DCI USA, Inc. in the original principal
                     amount of $95,000 payable to Direct Capital
       10.24         Investments, Ltd.
-------------------------------------------------------------------------------------------------------------------------
                     Letter Agreement dated as of February 7, 2005,       8-K, filed with the SEC on February 14, 2005
                     between DCI USA, Inc. and Cornell Capital
       10.25         Partners, LP
-------------------------------------------------------------------------------------------------------------------------
                     Secured Debenture dated as of March 1, 2005 in       8-K, filed with the SEC on March 7, 2005
                     the original principal amount of $250,000
                     issued by DCI USA, Inc. to Cornell Capital
       10.26         Partners L.P.
-------------------------------------------------------------------------------------------------------------------------
                     Note dated March 7, 2005 between DCI USA, Inc.       8-K, filed with the SEC on March 15, 2005
       10.27         and NY2K, Inc.
-------------------------------------------------------------------------------------------------------------------------
                     Forebearance and Modification Agreement dated        Form 10-KSB, filed with the SEC on April 15,
                     as of March 31, 2005 by and between 231 Norman       2005
       10.28         Avenue, LLC and DCI USA, Inc.
-------------------------------------------------------------------------------------------------------------------------
                     Promissory Note, dated as of July 5, 2005, from      Form 10-Q/A filed with the SEC on August 29,
                     Bartram Holdings, Inc. to the Company in the         2005
       10.29         amount of $70,000.
-------------------------------------------------------------------------------------------------------------------------
                     Convertible Promissory Note, dated as of March 1,    Filed herewith
                     2006, from DCI USA, Inc. to Jonathan Ilan Ofir in
       10.30*        the amount of up to $300,000.
-------------------------------------------------------------------------------------------------------------------------

       23.1          Consent of Seligson & Giannattasio, LLP              Filed herewith
--------------------------------------------------------------------------------------------------------------------------
                     Certification of Chief Executive Officer required    Filed  herewith
       31.1*         by Rule 13a-14(a) under the Exchange Act.
-------------------------------------------------------------------------------------------------------------------------
                     Certification of Chief Financial Officer required    Filed  herewith
       31.2*         by Rule 13a-14(a) under the Exchange Act.
-------------------------------------------------------------------------------------------------------------------------
                     Certification of Chief Executive Officer pursuant    Filed herewith
                     to 18 U.S.C. Section 1350, as adopted pursuant to
       32.1*         Section 906 of Sarbanes-Oxley Act of 2002.
-------------------------------------------------------------------------------------------------------------------------
                     Certification of Chief Financial Officer pursuant    Filed herewith
                     to 18 U.S.C. Section 1350, as adopted pursuant to
       32.2*         Section 906 of Sarbanes-Oxley Act of 2002.
-------------------------------------------------------------------------------------------------------------------------
</TABLE>

Numbers with (*) indicate exhibits that are filed herewith.


Item 14.  Principal Accountant Fees and Services.

Fees Paid to Principal Accountant

         Since January 27, 2005, Seligson & Giannattasio LLP has been serving as
our principal accountant. Prior to that date, Haefele, Flanagan & Co., P.C. was
our principal accountant. During fiscal year 2005 and fiscal year 2004, the
aggregate fees which were billed to us by our principal accounting firm for
professional services were as follows:

------------------------------------------------------------------------------
                                             Fiscal Year Ended
------------------------------------------------------------------------------
                                 December 31, 2005     December 31, 2004
------------------------------------------------------------------------------
Audit Fees                       $  73,719                     $25,800
------------------------------------------------------------------------------
Audit-Related Fees               $     -0-                     $6,000
------------------------------------------------------------------------------
Tax Fees                         $1,000                        $8,500
------------------------------------------------------------------------------
All Other Fees                   $     -0-                      $ -0-
------------------------------------------------------------------------------


         During 2005, we made total payments of $27,569 to Seligson &
Giannattasio LLP.

Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of
Independent Registered Public Accounting Firm.

         As of December 31, 2005, we did not have a formal documented
pre-approval policy for the fees of our principal accountant.

                                       23
<PAGE>

                                   SIGNATURES

         In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

                                        DCI USA, INC.


Date: May 3, 2007                       By:  /s/ Jonathan Ilan Ofir
                                             ------------------------------
                                             Jonathan Ilan Ofir
                                             Chief Executive Officer

         In accordance with the Exchange Act, this report has been signed below
by the following persons on behalf of the registrant and in the capacities and
on the dates indicated.


Signature                                              Date
---------                                              ----

/s/  Jonathan Ilan Ofir                                May 3, 2007
-----------------------------------------------
Jonathan Ilan Ofir
Chairman and Chief Executive Officer

/s/  Jonathan Rigbi                                    May 3, 2007
-----------------------------------------------
Jonathan Rigbi
Chief Financial Officer
(Principal Financial and Accounting Officer)

/s/  Marc Narboni                                      May 3, 2007
-----------------------------------------------
Marc Narboni
Director

/s/ Gregory Bitterman                                  May 3, 2007
-----------------------------------------------
Gregory Bitterman
Director

                                                       May 3, 2007
-----------------------------------------------
Seth Yakatan
Director


                                       24
<PAGE>

      Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.


                                        DCI USA, Inc.


Date:  May 3, 2007                     By:  /s/ Jonathan Rigbi
                                           --------------------------------
                                            Chief Financial Officer


                                       25
<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, 2005, the related statements of operations, changes in stockholders' equity
and cash flows for the two years then ended. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audit.

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

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of DCI USA, Inc. as of December
31, 2005, 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.

As discussed in Note 3 to the financial statements, the accompanying 2005 and
2004 financial statements have been restated.


Seligson & Giannattasio, LLP
White Plains, NY
March 24, 2006,

Except to Note 3 as to which the date is April 14, 2007



<PAGE>

                                  DCI USA, INC
                                 BALANCE SHEETS
                               DECEMBER 31, 2005


ASSETS

  Current Assets:

Cash                                                         $      5,877
Prepaid expense                                                    12,502
Interest receivable - related party                                 5,857
Notes receivable - related party                                1,370,000
Deferred loan costs                                                41,548
                                                             -------------
  Total current assets                                          1,435,784

Noncurrent notes receivable, net of discount                      201,750
                                                             -------------
            Total assets                                     $  1,637,534
                                                             =============
LIABILITIES & STOCKHOLDERS' EQUITY

LIABILITIES

  Current Liabilities:

Loan payable - Hypothicators                                 $    400,000
Loan Payable - TSSS                                               100,000
Accounts payable                                                  109,644
Accrued interest                                                   62,548
Accrued expenses                                                    9,167
Convertible debentures net of discount of $35,783
   current portion                                                214,217
                                                             -------------
  Total current liabilities                                       895,576

Convertible debentures net of discount of $43,562
   noncurrent portion                                             206,438
                                                             -------------
            Total Liabilities                                   1,102,014
                                                             -------------
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,
   100,000,000 shares authorized, 36,125,035
   shares outstanding                                              36,125

Additional paid-in-capital                                      1,856,882

Retained deficit                                               (1,357,687)
                                                             -------------
            Total stockholders' equity                            535,520
                                                             -------------
            Total liabilities and stockholders'
              equity                                         $  1,637,534
                                                             =============

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

                                  DCI USA, INC
                            STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                                Year Ended December 31,
                                                                 2005               2004
<S>                                                         <C>             <C>
Operating Income

Revenue                                                     $      19,500   $      69,300
Interest income                                                   180,653          15,235
                                                            -------------   --------------

             Total income                                         200,153          84,535
                                                            -------------   --------------
Expenses:

General & administrative expense                                  235,491          69,109
Interest expense                                                  179,625          16,216
Professional fees                                                 216,651          49,755
Director fees                                                      56,250               -
Income taxes                                                        3,657           1,000
                                                            -------------   --------------

             Total expenses                                       691,674         136,080
                                                            -------------   --------------

Loss from operations                                             (491,521)        (51,545)
                                                            -------------   --------------

Other (income) expense:

(Gain) on loan assignment                                         (62,596)             --
Net (gain)/loss on investment                                      50,253           4,747
                                                            -------------   --------------

             Total (income) expense:                              (12,343)          4,747
                                                            -------------   --------------
             Net loss                                            (479,178)        (56,292)

             Dividends on preferred shares                         (9,167)             --
                                                            -------------   --------------
             Net loss available to common stockholder       $    (488,345)  $     (56,292)
                                                            =============   ==============
Basic and Diluted
Loss per share available to common shareholder                     ($0.01)         ($0.00)
                                                            =============   ==============

Weighted average number of
Common Stock outstanding                                       35,998,665      10,399,657
                                                            =============   ==============
</TABLE>

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

                                 DCI USA, INC.
                       STATEMENT OF STOCKHOLDERS' EQUITY
                     YEARS ENDED DECEMBER 31, 2005 AND 2004


<TABLE>
<CAPTION>
                                              Preferred Stock              Common Stock         Subscription
                                            Shares      Amount         Shares        Amount      Receivable
<S>                                       <C>           <C>         <C>             <C>        <C>
Balance, January 1, 2004                       --       $   --       6,000,000      $  6,000             --

Issuance of common stock
  before 9/30/04                               --           --         750,000           750             --

Adjustment to reflect
  divestiture of Bartram                       --           --      (3,249,965)       (3,250)            --

Issuance of common stock,
  net of costs, DCI
  acquisition                                  --           --      31,500,000        31,500        (30,000)

Issuance of preferred
  stock as commitment
  fee                                     200,000          200              --            --             --

Beneficial conversion
  feature of convertible
  debt                                         --           --              --            --             --

Costs related to standby
  equity agreement                             --           --              --            --             --

Net loss                                       --           --              --            --             --
                                       ----------------------------------------------------------------------

Balance, December 31, 2004                200,000          200      35,000,035        35,000        (30,000)

Shares issued to officers
  and former officers                          --           --       1,125,000         1,125             --

Beneficial conversion
  feature of debt                              --           --              --            --             --

Stock subscription satisfied                   --           --              --            --          30,000

Dividends on preferred stock                                                                             --

Net loss                                       --           --              --            --             --
                                       ----------------------------------------------------------------------

Balance, December 31, 2005                200,000       $  200      36,125,035      $ 36,125  $          --
                                       ======================================================================

<CAPTION>

                                          Additional      Accumulated
                                        Paid-in Capital      Deficit
<S>                                      <C>             <C>
Balance, January 1, 2004                 $   746,950     $ (1,360,413)

Issuance of common stock
  before 9/30/04                              73,750               --

Adjustment to reflect
  divestiture of Bartram                      (6,593)         547,363

Issuance of common stock,
  net of costs, DCI
  acquisition                                853,500               --

Issuance of preferred
  stock as commitment
  fee                                        199,800               --

Beneficial conversion
  feature of convertible
  debt                                        74,675               --

Costs related to standby
  equity agreement                          (215,000)              --

Net loss                                         --          (56,292)
                                       ------------------------------

Balance, December 31, 2004                 1,727,082         (869,342)

Shares issued to officers
  and former officers                         55,125               --

Beneficial conversion
  feature of debt                             74,675               --

Stock subscription satisfied                     --                --

Dividends on preferred stock                                  (9,167)

Net loss                                         --         (479,178)
                                       ------------------------------

Balance, December 31, 2005              $ 1,856,882    $  (1,357,687)
                                       ==============================
</TABLE>


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

                                  DCI USA, INC.
                            STATEMENTS OF CASH FLOWS


<TABLE>
<CAPTION>
                                                                        YEAR ENDED DECEMBER 31,
                                                                       2005                  2004

<S>                                                               <C>                    <C>
      Operating activities:
      Net loss                                                    $   (479,178)          $   (56,292)
        Adjustments to reconcile net loss to net
          cash flows from operating activities
           Amortization of loan costs                                   40,000                 3,452
          Stock issuance for services                                   56,250                     -
          Gain on loan assignment                                      (62,596)                    -
          (Gain)/Loss on investments                                    50,253                 4,747
          Amortization of discounts                                     68,451                 1,556
      Changes in operating assets and liabilities
                 Prepaid expenses                                      (12,502)                    -
                 Interest receivable                                    (2,118)              (15,235)
                 Accounts payable & accrued expense                    153,127                16,405
                                                                  ------------           -----------

         Net cash flows from operating activities                     (188,313)              (45,367)
                                                                  ------------
                                                                                         -----------

      Investing activities:

      Proceeds from sale of investments                                131,000                    --
      Acquistions of common stock                                           --              (155,000)
      Bartram divestiture                                                   --              (420,840)
      Loans to third parties                                                --              (926,000)
                                                                  ------------           -----------

         Net cash flows from Investing activities                      131,000            (1,501,840)
                                                                  ------------           -----------

      Financing activities:

      Repayment of mortgage notes payable                                   --                    --
      Proceeds from Convertible debentures                             250,000               250,000
      Proceeds from Loan                                               100,000                95,000
      Payment of loan to related party                                 (95,000)                   --
      Payment of loan                                                 (200,000)                   --
      Issuance of common stock, net                                         --             1,159,500
      Costs related to equity agreement                                                     (215,000)
      Deferred loan costs                                              (30,000)              (55,000)
                                                                  ------------           -----------

         Net cash flows from financing activities                       25,000             1,234,500
                                                                  ------------           -----------

      Decrease in cash and cash equivalents                            (32,313)             (312,707)

      Cash, beginning                                                   38,190               350,897
                                                                  ------------           -----------

      Cash, ending                                                $      5,877           $    38,190
                                                                  ============           ===========

      Supplemental disclosure of cash flow Information:
                 Interest Paid                                    $     49,926           $    15,398
                                                                  ============           ===========
                 Income Taxes Paid                                $      3,657           $        --
                                                                  ============           ===========
</TABLE>


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

                                  DCI USA, INC.
                          NOTES TO FINANCIAL STATEMENTS

NOTE 1 NATURE OF OPERATIONS

         DCI USA, Inc., formerly known as Gavella Corp. ("Gavella"), was
incorporated on June 21, 2000 in the State of Delaware. Until November 9, 2004,
the Company was engaged in owning and operating income producing real estate and
investing in and providing consulting services to small, established companies
with defined growth plans. On November 9, 2004, the Company executed a
Subscription Agreement with Direct Capital Investments, Ltd. ("Direct Capital")
pursuant to which, among other things, Direct Capital purchased 31,500,000
post-reverse split shares of common stock (the "Purchased Shares") of the
Company. The Purchased Shares represented 90% of the then outstanding common
stock of the Company on a fully-diluted basis. Direct Capital is an Israeli
company which is traded on the Tel Aviv Stock Exchange. Commencing November 9,
2004, the Company changed its focus and has engaged in lending to and investing
in real estate related and other opportunities. On November 19, 2004, the
Company changed its name to DCI USA, Inc. from Gavella Corp.

         On February 14, 2005, the Company filed with the Securities and
Exchange Commission (the "SEC") an election to operate as a regulated business
development company ("BDC") under the Investment Company Act of 1940 (the "1940
Act"). In February 2006, the Company withdrew its election in order to pursue
other interests.

NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

USE OF ESTIMATES

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

REVENUE RECOGNITION

         Revenues earned by the Company prior to the divestiture of 80% of
Bartram (see Note 4) include rental income and fees earned from tenants for late
charges, laundry income and revenue from other housing related services.
Subsequent to the divestiture, revenues have been derived primarily from the
lending of funds and consist primarily of investment income.

CASH AND CASH EQUIVALENTS

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

NOTES RECEIVABLE

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

                                 DCI USA, INC.
                         NOTES TO FINANCIAL STATEMENTS


DEFERRED LOAN COSTS

         Deferred financing costs, consisting primarily of debt issuance costs
and debt issuance discounts, are amortized using the straight-line method over
the term of the related debt. Amortization of debt issuance expense of $40,000
and $1,146 for the years ended December 31, 2005 and 2004, respectively, is
included in general and administrative expenses. Amortization of discounts for
beneficial conversion features of certain debt of $52,708 for the year ended
December 31, 2005 is reflected in interest expense.

STOCK-BASED COMPENSATION

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

         Effective January 1, 2003, the Company adopted the fair value
recognition provisions of FASB Statement No. 123, "Accounting for Stock-Based
Compensation". Under the modified prospective method of adoption, selected by
the Company under the provisions of FASB Statement No. 148, "Accounting for
Stock-Based Compensation-Transition and Disclosure", compensation cost
recognized in 2003 is the same as that which would have been recognized had the
recognition provisions of Statement 123 been applied from its original effective
date. There were no options granted or expense incurred related to stock options
during the years ended December 31, 2005 and 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 is computed giving effects to dilutive stock equivalents. There were
potentially dilutive common shares outstanding on December 31, 2005 relating to
the potential conversion of the Series A Preferred Stock.

FAIR VALUE

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

                                 DCI USA, INC.
                         NOTES TO FINANCIAL STATEMENTS


TREATMENT OF HOLDINGS IN BARTRAM

         On November 9, 2004, the Company transferred 80 percent of its interest
in Bartram Holdings, Inc. ("Bartram") to one shareholder. As a result, the
Company's ownership in Bartram was reduced to 20%. As of June 30, 2005, the
Company sold its 20% ownership in Bartram back to Bartram in consideration for
being issued by Bartram a $70,000 principal amount promissory note and the
forgiveness by Bartram of the Company's obligation to pay Bartram $30,000 upon
receipt of such amount from Direct Capital. (Reference is made to Note 4 for
further information.)

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

         In December 2004, the FASB issued SFAS No. 123 (revised 2004),
Share-Based Payment, which is an amendment to SFAS No. 123, Accounting for
Stock-Based Compensation and supersedes APB Opinion No. 25, Accounting for Stock
Issued to Employees. This new standard eliminates the ability to account for
share-based compensation transactions using Accounting Principles Board (APB)
No. 25, Accounting for Stock Issued to Employees (APB 25) and requires such
transactions to be accounted for using a fair-valued-based method, with the
resulting cost recognized in the Company's financial statements. This new
standard is effective for periods beginning after December 15, 2005. The Company
has not awarded or granted any share-based compensation to date and, therefore,
the adoption of this standard is not expected to have any effect on the
Company's financial position or results of operations until such time as
share-based compensation is granted.

         In December 2004, the FASB issued SFAS No. 153, Exchange of
Non-monetary Assets. SFAS No. 153 amends APB Opinion No. 29, Accounting for
Non-monetary Transactions, to eliminate the exception for non-monetary exchanges
of similar productive assets. The Company will be required to apply this
statement to non-monetary exchanges after December 31, 2005. The adoption of
this standard is not expected to have a material effect on the Company's
financial position or results of operations.

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

NOTE 3 RESTATEMENT AND RECLASSIFICATION OF PREVIOUSLY ISSUED FINANCIAL
STATEMENTS

         The Company's previously issued balance sheets, statements of
operations, statements of stockholders' equity and cash flows for the calendar
years ended December 31, 2005 and 2004 have been restated to correct for certain
accounting errors in the following areas:

         Convertible debentures

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

<PAGE>

                                  DCI USA, INC.
                          NOTES TO FINANCIAL STATEMENTS

NOTE 3 RESTATEMENT AND RECLASSIFICATION OF PREVIOUSLY ISSUED FINANCIAL
STATEMENTS (continued)


Restatement Impact on Statement of Operations
For the years ended December  31, 2005 and  2004

<TABLE>
<CAPTION>
                                                        2005                         2004
                                          As Previously                   As Previously
                                            Reported       As Restated      Reported       As Restated
                                          ------------    ------------    ------------    ------------
<S>                                       <C>             <C>             <C>             <C>
Operating Income                          $    200,153    $    200,153    $     84,535    $     84,535
                                          ------------    ------------    ------------    ------------

Operating expenses:
 General and administrative expenses           235,491         235,491          69,109          69,109

  Interest expense                             163,882         179,625          15,858          16,216

 Professional fees                             216,651         216,651          49,755          49,755

 Director fees                                  56,250          56,250              --              --
 Income taxes                                    3,657           3,657           1,000           1,000
                                          ------------    ------------    ------------    ------------

Total expenses                                 675,931         691,674         135,722         136,080
                                          ------------    ------------    ------------    ------------

Loss from operations                          (475,778)       (491,521)        (51,187)        (51,545)
                                          ------------    ------------    ------------    ------------

Other (income) expense:
 (Gain) on loan assignment                     (62,596)        (62,596)             --              --

  Net (gain)/loss on investment                 50,253          50,253           4,747           4,747
                                          ------------    ------------    ------------    ------------

   Total other (income) expense                (12,343)        (12,343)          4,747           4,747
                                          ------------    ------------    ------------    ------------

Net loss                                      (463,435)       (479,178)        (55,934)        (56,292)


Dividends on preferred stock                    (9,167)         (9,167)             --              --
                                          ------------    ------------    ------------    ------------

Net loss available to common
  shareholders                            ($   472,602)   ($   488,345)   ($    55,934)   ($    56,292)
                                          ============    ============    ============    ============

Weighted average number of common stock
   outstanding                              35,998,665      35,998,665      10,399,657      10,399,657

Basic and diluted loss per share
 available to common shareholder          $      (0.01)   $      (0.01)   $      (0.00)   $      (0.00)
                                          ============    ============    ============    ============
</TABLE>

<PAGE>

Restatement Impact on  Balance Sheets
As of December 31 , 2005 and 2004

<TABLE>
<CAPTION>
                                                                2005                       2004
                                                   As Previously                                As Previously
                                                     Reported       As Restated     Reported     As Restated
                                                   -----------    -----------    -----------    -----------
<S>                                                <C>            <C>            <C>            <C>
Assets

  Current Assets
Cash                                               $     5,877    $     5,877    $    38,190    $    38,190
Prepaid expenses                                        12,502         12,502             --             --
Interest receivable - related party                      5,857          5,857         15,235         15,235
Notes receivable - related party                     1,370,000      1,370,000             --             --
Deferred loan costs                                     41,548         41,548

Loans receivable- current portion- related party            --             --        926,000        896,000
                                                   -----------    -----------    -----------    -----------

Total current assets                                 1,435,784      1,435,784        979,425        949,425

Non-current notes receivable, net of discount          201,750        201,750             --             --
Deferred loan costs                                         --             --         51,548         51,548
Non-current loans receivable- related party                 --             --        600,000        600,000

Investment in Bartram Holdings, Inc.                        --             --        150,253        150,253
                                                   -----------    -----------    -----------    -----------

Total assets                                       $ 1,637,534    $ 1,637,534    $ 1,781,226    $ 1,751,226
                                                   ===========    ===========    ===========    ===========

Liabilities and Stockholders' Equity

 Current Liabilities
Loan payable- Hypothicators                        $   400,000    $   400,000    $   400,000    $   400,000
Loan  Payable - TSSS                                   100,000        100,000             --             --
Accounts payable                                       109,644        109,644         15,945         15,945
Accrued interest                                        62,548         62,548            460            460
Accrued expenses                                         9,167          9,167             --             --
Convertible debentures net of discount                 222,448        214,217             --             --
 Loan payable - related party                               --             --         95,000         95,000
 Loan payable- E. Rubin                                     --             --        200,000        200,000
                                                   -----------    -----------    -----------    -----------

Total current liabilities                              903,807        895,576        711,405        711,405

Convertible debentures net of discount                 216,456        206,438        193,698        176,881
                                                   -----------    -----------    -----------    -----------

Total liabilities                                    1,120,263      1,102,014        905,103        888,286
                                                   -----------    -----------    -----------    -----------

Stockholders' Equity

Preferred stock                                            200            200            200            200
Common stock                                            36,125         36,125         35,000         35,000
Additional paid in capital                           1,822,532      1,856,882      1,709,907      1,727,082
Subscriptions receivable                                    --             --             --        (30,000)
Retained deficit                                    (1,341,586)    (1,357,687)      (868,984)      (869,342)
                                                   -----------    -----------    -----------    -----------

Total stockholders' equity                             517,271        535,520        876,123        862,940
                                                   -----------    -----------    -----------    -----------

Total liabilities and stockholders' equity         $ 1,637,534    $ 1,637,534    $ 1,781,226    $ 1,751,226
                                                   ===========    ===========    ===========    ===========
</TABLE>

<PAGE>

                                  DCI USA, INC.
                          NOTES TO FINANCIAL STATEMENTS



NOTE 3 Restatement and reclassification of previously issued financial
statements (continued)

Restatement Impact on Cash Flows

As a result of the restatements, there would be no material changes to the net
cash flows from operating activities, investing activities or financing
activities in the statements of cash flows for the years ended December 31, 2005
and 2004.

Restatement Impact on Retained Deficit

As a result of the restatements, the retained deficit increased to $869,342 at
December 31, 2004 and $1,357,687 at December 31, 2005.

Quarterly Financial Data (Unaudited)

The following financial data presents the effect of the restatements on the
statement of operations for those periods affected by the restatements:

<PAGE>

                                  DCI USA, INC.
                          NOTES TO FINANCIAL STATEMENTS

NOTE 3 Restatement and reclassification of previously issued financial
statements (continued)

Restatement Impact on Statement of Operations For the three months ended March
31, 2005 and June 30, 2005

<TABLE>
<CAPTION>
                                                  March 31, 2005                  June 30, 2005
                                           ----------------------------    ----------------------------
                                           As Previously                  As Previously
                                            Reported        As Restated     Reported       As Restated
                                           ------------    ------------    ------------    ------------
<S>                                        <C>             <C>             <C>             <C>
Operating Income                           $     45,000    $     45,000    $     52,936    $     52,936
                                           ------------    ------------    ------------    ------------

Operating expenses:
 General and administrative expenses             35,511          35,511          85,219          85,219
  Interest expense                               37,441          40,302          42,670          46,964
 Professional fees                               70,920          70,920          49,163          49,163
 Director fees                                   60,156          60,156              --              --
 Consulting fee                                  35,000          35,000              --              --
 Income taxes                                        --              --              --              --
                                           ------------    ------------    ------------    ------------

Total expenses                                  239,028         241,889         177,052         181,346
                                           ------------    ------------    ------------    ------------

Loss from operations                           (194,028)       (196,889)       (124,116)       (128,410)
                                           ------------    ------------    ------------    ------------

Other (income) expense:
  Net loss on investment                         11,330          11,330          38,923          38,923
                                           ------------    ------------    ------------    ------------

   Total other (income) expense                  11,330          11,330          38,923          38,923
                                           ------------    ------------    ------------    ------------

Net loss                                       (205,358)       (208,219)       (163,039)       (167,333)
                                           ============    ============    ============    ============

 Basic and diluted loss per share          ($       .01)   ($       .01)   ($       .00)   ($       .00)
                                           ============    ============    ============    ============

Weighted average number of common shares
outstanding                                  32,361,146      32,361,146      38,203,125      38,203,125
</TABLE>

<PAGE>

                                  DCI USA, INC.
                          NOTES TO FINANCIAL STATEMENTS

NOTE 3 Restatement and reclassification of previously issued financial
statements (continued)

Restatement Impact on Statement of Operations
For the three months ended September 30, 2005


                                                September 30, 2005
                                           ----------------------------
                                          As Previously
                                             Reported       As Restated
                                           ------------    ------------


Operating Income                           $     56,662    $     56,662
                                           ------------    ------------

Operating expenses:
 General and administrative expenses             40,373          40,373
  Interest expense                               42,174          46,468
 Professional fees                               51,594          51,594
 Director fees                                   (3,906)         (3,906)
 Income taxes                                     3,202           3,202
                                           ------------    ------------

Total expenses                                  133,437         137,731
                                           ------------    ------------

Loss from operations                            (76,775)        (81,069)
                                           ------------    ------------

Other income:
 (Gain) on loan assignment                      (62,596)        (62,596)
                                           ------------    ------------

   Total other income                           (62,596)        (62,596)
                                           ------------    ------------

Net loss                                   $    (14,179)   $    (18,473)
                                           ============    ============


 Basic and diluted loss per share          ($       .00)   ($       .00)
                                           ============    ============

Weighted average number of common shares
outstanding                                  36,125,035      36,125,035

<PAGE>

NOTE 4 NOTES RECEIVABLE TO AFFILIATES

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

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

                                 DCI USA, INC.
                         NOTES TO FINANCIAL STATEMENTS


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

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

On December 13, 2004, the Company entered into a Loan Agreement (the "Initial
Loan") with Apros and Chay MB Ltd., an Israeli private merchant banking company
("Apros and Chay") which is affiliated with Adam Ofek, who was then our
President, Chief Financial Officer and a director. Pursuant to the terms of such
Loan Agreement, the Company lent Apros and Chay $96,000. Interest accrued at the
rate of 10%. As security for this loan, Apros and Chay hypothecated all its
outstanding share capital to the Company, agreed not to issue any shares or
convertible securities and granted the Company a second pledge in its shares in
Technoprises Ltd.

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

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

As of December 31, 2004, the Company entered into a Modification Agreement (the
"Modification Agreement," together with the Initial Loan, the ("Loan") with
Apros and Chay and Direct Capital regarding the aggregate sum of $60,000 which
was lent by Direct Capital to Apros and Chay. Pursuant to the Modification
Agreement, Direct Capital assigned to the Company the right to receive such
$60,000 from Apros and Chay. Interest accrues on such $60,000 at the annual rate
of 10%.

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

                                 DCI USA, INC.
                         NOTES TO FINANCIAL STATEMENTS


         The Company's rights under the Loan which were assigned to TSOS
consisted of (i) the right to receive from Apros & Chay the aggregate principal
amount of $155,000, with interest accruing at the rate of 10% annually, on
December 13, 2005 (although the original principal amount of the Initial Loan
was $96,000, $1,000 was sold by the Company to TSSS LLC as of March 17, 2005)
and (ii) the Warrants to purchase 1,550,000 share of Apros & Chay at a purchase
price of $0.10 per share; said warrants are exercisable until December 31, 2005,
with the right of the Company to extend such time for an additional 6 months.

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

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

NOTE 5 INVESTMENT IN BARTRAM

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

         As a result of the Bartram Repurchase, the Company no longer holds an
ownership interest in Bartram and no longer has a right to nominate a board
member to Bartram. In connection with the Bartram Repurchase, Bartram issued to
the Company options to purchase shares of Bartram common stock as follows:
3,000,000 shares at the exercise price of $.05 per share, such option expiring
June 30, 2008; 1,000,000 shares at the exercise price of $.075 per share, such
option expiring June 30, 2009; and 1,000,000 shares at the exercise price of
$.10 per share, such option expiring June 30, 2010. Also in connection with the
Bartram Repurchase, the Company issued to Bartram an option, expiring June 30,
2007, to purchase 300,000 shares of the Company's common stock at the exercise
price per share equal to the per share asset value of the Company at the time of
exercise but not less than $0.50 per share. Currently the Company attributes no
value to the aforementioned options to purchase shares of Bartram. These options
represent a continuing equity interest in the divested Bartram asset. The
Company has reviewed the investment and the available information on the
divested assets and determined that any valuation allowance to be reported as a
result of the continued equity investment in Bartram would not be material to
the Company's balance sheet, statements of operations, stockholders equity and
cash flows for all periods presented.


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

                                 DCI USA, INC.
                         NOTES TO FINANCIAL STATEMENTS


NOTE 6 NOTES PAYABLE

         Loans and Notes payable consist of the following at December 31, 2005:

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

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

Convertible Debentures Issued to Cornell, net of
discount of $79,345; $250,000 due December 6,
2006 and $250,000 due
March 1, 2007                                                        420,655
                                                                  ----------


                                                                     920,655
Less: current maturities                                             714,217
                                                                  ----------

Non-current portion                                               $  206,438
                                                                  ==========

         The $100,000 Note which was issued by the Company to NY2K, Inc. as of
March 7, 2005 was assigned by NY2K, Inc. to TSSS, Inc. Such Note was cancelled
as of June 8, 2005 in consideration for the Company's issuance of 2,000,000
shares of its Common Stock to TSSS, Inc., which issuance was made pursuant to
the exemption from registration provided by Regulation E under the Securities
Act of 1933, as amended. Subsequent to the receipt by the Company of a letter
from the Staff of the Securities and Exchange Commission ("SEC") in which the
Staff raised questions with respect to the Company's compliance with the
provisions of the Investment Company Act of 1940 applicable to business
development companies, the Company and TSSS, Inc. rescinded the cancellation of
the Company's $100,000 Note and issuance of 2,000,000 shares of Common Stock.

         Effective June 28, 2005, the Company borrowed $50,000 from an
individual payable on June 28, 2006, together with interest from the date of the
loan at the rate of five percent per annum. This loan was satisfied in
connection with the assignment of the Company's interest in the Apros & Chay
Loan. See Note 3.

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 $74,675. The beneficial conversion feature is reflected as a discount
on the debentures and is being amortized as additional interest expense over the
term of the debenture.

<PAGE>

                                 DCI USA, INC.
                         NOTES TO FINANCIAL STATEMENTS


On March 1, 2005, the Company received from Cornell net proceeds of $220,000 in
consideration of our issuance of a second 8% Secured Convertible Debenture in
the original principal amount of $250,000. The debenture has a term of two
years, accrues interest at 8% and is convertible into common stock at a price
per share equal to the lesser of (a) $0.36 per share, or (b) 77% of the lowest
daily volume weighted average price for the five days immediately prior to
conversion. The Company has the right to redeem a portion or all of the
outstanding debenture at a price equal to $0.35 per share. The Company has
recorded a cost for the beneficial conversion feature granted to Cornell
totaling $74,675. The beneficial conversion feature is reflected as a discount
on the debentures and is being amortized as additional interest expense over the
term of the debenture.

Standby Equity Distribution Agreement

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

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


NOTE 7 STOCKHOLDERS' EQUITY

PREFERRED STOCK

On December 6, 2004, upon the execution of the Standby Equity Distribution
agreement with Cornell Capital Partners, the Company issued 200,000 shares of
Series A Preferred Stock to Cornell Capital as a commitment fee. Holders of the
Series A Preferred Stock are entitled to receive an annual 5% dividend payable
semi-annually. The 5% dividend may be paid in either cash or shares of our
common stock in the discretion of the Board of Directors. In the event of a
dissolution or liquidation of the Company's business, the Series A Preferred
Stock ranks senior to the Company's common stock and all other classes of equity
securities that may be outstanding which by their terms do not rank senior to
the Series A Preferred Stock, and the Series A Preferred Stock is subordinate
and ranks junior to all debt. The Company has the right to redeem the Series A
Preferred Stock at a price of $1 per share plus an annual premium of 5%. The
Series A Preferred Stock is convertible into shares of our common stock at
conversion ratios equal to the lesser of: (a) $1, or (b) $1 and all accrued but
unpaid dividends divided by the average closing bid price of our common stock as
quoted by Bloomberg L.P. for 20 trading days immediately preceding the
conversion notice date. Dividends totaling approximately $9,000 have accrued on
these shares as of December 31, 2005.
<PAGE>

                                 DCI USA, INC.
                         NOTES TO FINANCIAL STATEMENTS


NOTE 8 INCOME TAXES

         The Company's provision for income taxes consisted of the following:

                                                   Year Ended December 31,
                                                  2005                2004
                                                  ----                ----

     U.S. Statutory Rate                           34%                 34%
     State income taxes                             9                   9
     Valuation allowance                          (43)                (43)
                                                  ----                ----

                                                    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.

         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, 2005, the Company had approximately
$645,000 of net operating loss carryforwards to offset future taxable income for
both federal and state income tax purposes, expiring in various years through
2025 for federal purposes and 2010 for state purposes. The Company has reported
a valuation allowance of approximately $277,000.

NOTE 9 COMMITMENTS AND CONTINGENCIES

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

         Future minimum lease payments are as follows:

         Year Ended December 31,
         2006                                     $24,000
         2007                                      12,000
                                                  -------

                                                  $36,000
                                                  =======
<PAGE>

                                 DCI USA, INC.
                         NOTES TO FINANCIAL STATEMENTS


NOTE 10 SUBSEQUENT EVENTS


PROMISSORY NOTE FROM CHAIRMAN

         As of March 1, 2006, Jonathan Ilan Ofir, our Chairman and Chief
Executive Officer, agreed to lend us up to $300,000 on a revolving credit basis
until March 1, 2008 and we issued to Mr. Ofir as of March 1, 2006 a convertible
promissory note in the principal amount of up to $300,000, the form of which
note (the "Ofir Note") is filed as Exhibit 10.30 to this annual report. The
maximum amount which may be outstanding under the Ofir Note at any given time is
not permitted to exceed $300,000 and we may prepay all or part of the
outstanding balance under the Ofir Note upon five business days' notice to Mr.
Ofir. The principal and accrued interest outstanding under the Ofir Note are due
and payable on March 1, 2008 and are convertible at any time at the option of
Mr. Ofir into shares of our Common Stock at the conversion price of $0.05 per
share. Interest accrues on the principal balance outstanding under the Ofir Note
at the rate of 8% per annum. We believe that our issuance of the Ofir Note, and
our issuance of the shares of our Common Stock upon conversion of the Ofir Note,
was and will be exempt from registration pursuant to Section 4(2) the Securities
Act of 1933, as amended.

ASSIGNMENT OF SHARES OF MAJOR SHAREHOLDER

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