UNITED
        STATES
 SECURITIES
        AND EXCHANGE COMMISSION
 Washington,
        D.C. 20549
 
 **FORM
        10-K**
 
 (Mark
        One)
 
 x  ANNUAL
        REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
        1934
 
 For
        the
        fiscal year ended December 31, 2007
 
 o  TRANSITION
        REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
        1934
 
 For
        the
        transition period from __________________ to
        __________________________.
 
 Commission
        File Number: 000-31143
 
 **DCI
        USA, INC.**
 (Exact
        name of registrant as specified in its charter)
 
 **Delaware**
                (State
                  or other jurisdiction of incorporation)
              **22-3742159**
                (IRS
                  Employer Identification No.)
  231
        Norman Avenue, Brooklyn, New York 11222
 (Address
        of principal executive offices)  (Zip
        Code)
 
 Registrant's
        telephone number, including area code: (718)
        383-4999
  Securities
        registered pursuant to Section 12(b) of the Act: None
 
 Securities
        registered pursuant to section 12(g) of the Act:
 Common
        Stock, $0.001 par value
 
 Indicate
        by check mark if the registrant is a well-known seasoned issuer, as defined
        in
        Rule 405 of the Securities Act. Yes o No x
 
 Indicate
        by check mark if the registrant is not required to file reports pursuant
        to
        Section 13 or Section 15(d) of the
        Act.  Yes o No x
 
 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 o
 
 Indicate
        by check mark if disclosure of delinquent filers pursuant to Item 405 of
        Regulation S-K (§229.405 of this chapter) is not contained herein, and will not
        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-K
        or any amendment to this Form 10-K. o
 
 Indicate
        by check mark whether the registrant is a large accelerated filer, an
        accelerated filer, a non-accelerated filer, or a smaller reporting company.
        See
        the definitions of “large accelerated filer,” “accelerated filer” and “smaller
        reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
 
 Large accelerated filer o
              Accelerated filer oNon-accelerated
                  filero
                (Do
                  not check if a smaller reporting company)
              Smaller reporting company
x
 
 Indicate
        by check mark whether the registrant is a shell company (as defined in Rule
        12b-2 of the Act).
 Yes x No o
 
 State
        the
        aggregate market value of the voting and non-voting common equity held by
        non-affiliates computed by reference to the price at which the common equity
        was
        last sold, or the average bid and asked price of such common equity, as of
        the
        last business day of the registrant’s most recently computed second fiscal
        quarter. $556,229
 
 The
        number of shares of the issuer’s common stock issued and outstanding as of May
        6, 2008 was 53,464,557 shares.
 
 Documents
        Incorporated By Reference: None
 
 
  
 
 
 
 
 **TABLE
        OF CONTENTS**
 **Page****PART
                    I**Item
                    1
                Business
                4Item
                    1A
                Risk Factors
                8Item
                    1B
                Unresolved
                    Staff Comments
                11Item
                    2
                Properties
                11Item
                    3
                Legal
                    Proceedings
                11Item
                    4
                Submission
                    of Matters to a Vote of Security Holders
                11**PART
                    II**Item
                    5
                Market
                    for Registrant’s Common Equity, Related Stockholder Matters and Issuer
                    Purchases of Equity Securities
                11Item
                    6
                Selected
                    Financial Data
                12Item
                    7
                Management’s
                    Discussion and Analysis of Financial Condition and Results of
                    Operation
                12Item
                    7A
                Quantitative
                    and Qualitative Disclosures About Market Risk.
                14Item
                    8
                Financial
                    Statements.
                15Item
                    9
                Changes
                    in and Disagreements With Accountants on Accounting and Financial
                    Disclosure
                42Item
                    9A(T)
                Controls
                    and Procedures
                42Item
                    9B
                Other
                    Information
                42**PART
                    III**Item
                    10
                Directors,
                    Executive Officers and Corporate Governance
                43Item
                    11
                Executive
                    Compensation
                44Item
                    12
                Security
                    Ownership of Certain Beneficial Owners and Management and Related
                    Stockholder Matters
                46Item
                    13
                Certain
                    Relationships and Related Transactions, and Director
                    Independence
                47Item
                    14
                Principal
                    Accountant Fees and Services
                48**PART
                    IV**Item
                    15
                ExhibitsSIGNATURES
  
  **PART
        I**
 
 **Item
        1.**  **Business.**
 
 As
        used
        in this Annual Report on Form 10-K (this “Report”), references to the “Company,”
the “Registrant,” “we,” “our” or “us” refer to DCI USA, Inc., unless the context
        otherwise indicates *.*
 
 ***Forward-Looking
        Statements***
 
 This
        Report contains forward-looking statements. For this purpose, any statements
        contained in this Report that are not statements of historical fact may be
        deemed to be forward-looking statements. Forward-looking information includes
        statements relating to future actions, prospective products, future performance
        or results of current or anticipated products, sales and marketing efforts,
        costs and expenses, interest rates, outcome of contingencies, financial
        condition, results of operations, liquidity, business strategies, cost savings,
        objectives of management, and other matters. You can identify forward-looking
        statements by those that are not historical in nature, particularly those
        that
        use terminology such as “may,” “will,” “should,” “expects,” “anticipates,”
“contemplates,” “estimates,” “believes,” “plans,” “projected,” “predicts,”
“potential,” or “continue” or the negative of these similar terms. The Private
        Securities Litigation Reform Act of 1995 provides a “safe harbor” for
        forward-looking information to encourage companies to provide prospective
        information about themselves without fear of litigation so long as that
        information is identified as forward-looking and is accompanied by meaningful
        cautionary statements identifying important factors that could cause actual
        results to differ materially from those projected in the information.
 
 These
        forward-looking statements are not guarantees of future performance and involve
        risks, uncertainties and assumptions that we cannot predict. In evaluating
        these
        forward-looking statements, you should consider various factors, including
        the
        following: (a) those risks and uncertainties related to general economic
        conditions, (b) whether we are able to manage our planned growth efficiently
        and
        operate profitable operations, (c) whether we are able to generate sufficient
        revenues or obtain financing to sustain and grow our operations, (d) whether
        we
        are able to successfully fulfill our primary requirements for cash, which
        are
        explained below under “Liquidity and Capital Resources”. We assume no obligation
        to update forward-looking statements, except as otherwise required under
        the
        applicable federal securities laws.
 
 ***Corporate
        Background***
 
 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 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 14, 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.
 
 4
 In
        2006,
        we expanded our business focus to include the field of alternative energy.
 
 On
        May 1,
        2007 we received notice from the NASD that we had not met the requirements
        of
        NASD Rule No. 6530 as it pertains to securities listed on the OTCBB due to
        omissions in our Annual Report on Form10-KSB for the year ended December
        31,
        2006. These deficiencies were cured in the Form 10-KSB/A we filed with the
        SEC
        on May 4, 2007.
 On
        November 14, 2007, Russull Brothers, Inc., a Delaware corporation formerly
        known
        as TSSS, Inc., entered into a Purchase Agreement with Jonathan Ilan Ofir,
        a
        former officer, director and majority shareholder of the Company, and Jonathan
        Rigbi, the Company’s Chief Financial Officer to purchase all of the shares of
        the Company’s common stock owned by Mr. Ofir and Mr. Rigbi. Pursuant to the
        agreement, Russull Brothers paid $2,596,159.80 for the purchase of an aggregate
        of 37,087,997 shares of the Company’s common stock. On February 8, 2008, the
        Purchase Agreement was amended to reflect that Messrs. Ofir and Rigbi actually
        owned and sold 29,602,997 and 6,135,000 shares, respectively of the Company’s
        common stock to Russull Brothers, rather than the amount of shares reflected
        in
        the Purchase Agreement as having been acquired by Russull Brothers. The
        amendment also reduced the purchase price from $0.07 to $0.055 per share.
        Accordingly, Russull Brothers was refunded an aggregate of $740,569.96 from
        Messrs. Ofir and Rigbi representing the actual amount of shares purchased
        and
        the amended purchase price per share. As such, the total amount paid by Russull
        Brothers to acquire the shares of the Company’s common stock pursuant to the
        Purchase Agreement was $1,965,589.84. In addition to the shares of the Company’s
        common stock acquired by Russull Brothers pursuant to the Purchase Agreement,
        Mr. Ofir assigned to Russull Brothers an aggregate principal amount of
        $1,066,089.88 plus accrued interest of $19,868 relating to a series of loans
        Mr.
        Ofir made to the Company.
 
 Pursuant
        to the Purchase Agreement, Mr. Ofir resigned as a director and Chairman of
        the
        Board of Directors of the Company. Following the Purchase Agreement, Russull
        Brothers became the majority shareholder of the Company. Ofer Arbib, the
        Company’s current President, Chief Executive Officer, director and Chairman, is
        the sole officer and director of Russull Brothers.
 
 On
        February 27, 2008, Russull Brothers purchased all 3,150,000 shares of the
        Company’s common stock owned by Direct Capital Investments, Ltd., for an
        aggregate purchase price of $130,000. The transaction was effected pursuant
        to a
        verbal agreement between Direct Capital Investments, Ltd. and Russull Brothers.
        As of April 8, 2008, Russull Brothers owned an aggregate of 40,687,997 shares
        representing 76.10% of the Company’s issued and outstanding common stock,
        including shares Russull Brothers owned prior to the transactions reported
        in
        this section.
 
 **Business
        Overview**
 
 We
        are
        presently engaged in two lines of business: (i) the development of clean
        energy
        technologies; and (ii) the renovation and conversion of buildings to commercial
        condominiums.
  **Gunther
        Wind Energy, Ltd.**
 
 On
        August
        1, 2006, we entered into a loan, pledge and option agreement with Gunther
        Wind
        Energy, Ltd. (“Gunther”) in Israel to invest in the upgrade of an existing wind
        farm at Tel Assaniya and in the development of a new site, Nimrod. On June
        20,
        2007, the Company exercised its option to purchase all the outstanding
        shares of Gunther pursuant to and in accordance with the loan, pledge and
        option
        agreement. The aggregate exercise price of the option was $1.5 million, $110,459
        of which was paid in September 2007 and $23,883 of which was paid through
        the
        cancellation of outstanding loans previously made by the Company to Gunther
        (the
        Company’s Current Report on Form 8-K filed with the SEC on June 28, 2007
        misstated the amount of loan cancellations as $1,468,000).
  In
        December 2006 Gunther signed an agreement with Nimrod Wind Energy, Ltd
        (“Nimrod”) in which Gunther received an irrevocable option to purchase 25% of
        Nimrod’s issued and fully paid for share capital. The aggregate purchase price
        to be paid by Gunther to the Nimrod upon exercise of such option shall be
        an amount equal to $2,750,000. As of December 31, 2007 Gunther did not
        exercise its option.
 
 5
 
 Gunther
        owns 25% of the outstanding share capital of ARI, Ltd., an Israeli corporation
        formerly known as Green Wind Energy Ltd. (“ARI”) as a result of its acquisition,
        on March 5, 2006, of 334 shares of ARI’s preferred stock in consideration of
        $3,000,000. As of April 8, 2008, Gunther had paid an aggregate of $2,665,000
        of
        the purchase price to ARI using funds previously loaned to Gunther by the
        Company and the proceeds from a $1.5 million bank loan obtained by Gunther.
        The
        remaining portion of the $3 million purchase price was paid by Gunther to
        ARI on
        or about April 28, 2008.
 
 On
        September 13, 2006, ARI signed an agreement to purchase a wind farm known
        as Tel
        Assaniya Windfarm, which is located in Northern Israel. The completion of
        the
        purchase agreement is expected by December 31, 2007 upon payment of the
        outstanding balance. The Tel Assaniya Windfarm is planned to be upgraded
        from
        the current capacity of 6MW to seven wind turbines with a capacity of 2.3MW
        each. Until such upgrade is completed, Gunther will receive a minimum of
        a 10%
        preferred return on its investment on quarterly installments in anticipation
        of
        the payment of future dividend. After the upgrade is completed, Gunther will
        receive a minimum of a 12.5% preferred return. As of November 14, 2007, Gunther
        had appointed one director to ARI and has not yet exercised its right to
        appoint
        a second director. As of December 31, 2007 Gunther was paid $225,000 advance
        on
        account of dividend.
 
 The
        investment in Gunther is recorded in our financial statements included herein
        at
        the aggregate purchase price and its results of operations from the date
        of
        acquisition are reflected in our statement of operations for the periods
        ended
        December 31, 2007.
 
 On
        December 5, 2007, the Company entered into a share acquisition option agreement
        with World Group Shipping (“WGS”), a public company in Israel in which Jonathan
        Ilan Ofir is a director. Pursuant to this agreement, the Company granted
        WGS an
        irrevocable option to purchase 100% of the Company’s issued and fully paid for
        share capital in Gunther. The aggregate purchase price to be paid by WGS
        to the
        Company upon exercise of such option shall be an amount equal to
        $2,450,000. The option is exercisable by WGS, in its sole and absolute
        discretion, for a period ending February 28, 2008. WGS did not exercise its
        option prior to this time period, and the option automatically expired.
        According to an opinion received by the Company from Israeli counsel, as
        a
        matter of Israeli law the option was not enforceable when granted.
 
 On
        April
        3, 2008, the Company, Gunther and Tobias Jewelry Ltd., an Israeli corporation
        (“ Tobias ”),
        executed a share sale agreement, pursuant to which Tobias agreed to purchase
        all
        of the share capital of Gunther. The transactions contemplated by the agreement
        were consummated on April 28, 2008. Pursuant to the agreement, Tobias paid
        $777,549 to the Company and, on behalf of the Company, Tobias paid $472,801
        to
        World Group Capital (58) Ltd., in full satisfaction of the Company’s
        pre-existing debt to World Group Capital; however, since the Company’s liability
        to World Group Shipping as of April 28, 2008 was $435,584, World Group Shipping
        committed to transfer $37,217 to the Company. Tobias also loaned $684,650
        to
        Gunther, which funds were paid directly to the Company in partial satisfaction
        of Gunther’s pre-existing debts to the Company. Tobias also agreed to lend
        Gunther $672,000, the remaining outstanding balance of Gunther’s debts to the
        Company, on or before April 21, 2009, at which time Gunther is obligated,
        pursuant to the Agreement, to repay the entire remaining outstanding balance
        of
        its debt to the Company. Twenty-five percent of Gunther’s outstanding share
        capital will be held in escrow in order to secure repayment of the balance
        of
        Gunther’s debt to the Company. The remaining seventy-five percent of Gunther’s
        share capital was transferred to Tobias on or about April 28, 2008. Pursuant
        to
        the agreement, Tobias also loaned Gunther $355,000, an amount equal to the
        outstanding portion of Gunther’s pre-existing commitment to invest in Green Wind
        Energy Ltd., and $30,000, an amount equal to Gunther’s outstanding obligations
        to its suppliers.
 
 **Purchase
        and Strategic Relationship Agreement**
 
 In
        January 2007, the Company entered into a purchase and strategic relationship
        agreement with Senergy, Ltd. (“Senergy”), an Israeli limited liability company
        that operates in the areas of solar heating and cooling and solar-based energy
        generation. Pursuant to the agreement, the Company, through a subsidiary,
        agreed
        to lend $500,000 to Senergy and Senergy agreed to issue shares to the Company
        representing a 60% equity interest in Senergy. The loan bears interest at
        the
        rate of 6% and matures on July 28, 2008. As of June 30, 2007, the Company
        had
        loaned $100,000 of the agreed $500,000 in Senergy. The Company terminated
        the
        agreement on February 28, 2008. The principals of Senergy have personally
        guaranteed repayment of the $100,000 loan made by the Company to Senergy
        before
        the termination of the agreement.
 
 6
 **231
        Norman Avenue**
 
 The
        Company remains involved in the renovation and conversion of certain buildings,
        located at 231 Norman Avenue, Brooklyn, New York, to commercial condominiums.
        Construction has been completed and a Certificate of Occupancy was obtained
        on
        January 10, 2008. Approvals needed for the commercial condominium plan offering
        have been obtained and 68 commercial condos are currently on the market for
        sale. The Company is actively involved in managing the construction, financing,
        and sales of the 231 Norman Avenue project. As of the date of filing, 24
        contracts to purchase condominium units have been signed and deposits received,
        8 units of which were closed and were occupied.
  The
        Company loaned $1.37 million dollars to 231 Norman Ave, LLC (“Norman LLC”) on
        November 28, 2007, in part pursuant to an agreement which provided the Company
        the option of acquire 100% of the membership interests in Norman LLC. The
        Company exercised this option as of November 2006 and now owns 100% interest
        in
        Norman LLC. As a result of the Company’s acquisition of Norman LLC, the Company
        controls 30% of the membership interests of 231 Norman Avenue Property
        Development, LLC (“231 NAPD”).
 
 In
        November 2006, the Company purchased an option to acquire an additional 20%
        interest in 231 NAPD for $100,000. The option price was required to be paid
        by
        December 31, 2006. The option, if exercised prior to March 30, 2007, gives
        the
        Company the right to purchase the 20% interest in exchange for 18 million
        shares
        of the Company’s common stock and a promissory note in the amount of $1,400,000.
        The promissory note would bear interest at the rate of 8% and would mature
        in
        November 2011. The payment of the option price has been extended to June
        30,
        2007 and the exercise of the option has been extended to July 31, 2007. The
        Company did not exercise the option prior to its expiration on July 31,
        2007.
 
 In
        March
        2005, 231 NAPD 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.
 
 On
        September 5, 2007, 231 NAPD entered into a Consolidated Mortgage Extension
        and
        Security Agreement with North Fork Bank pursuant to which 231 NAPD borrowed
        the
        principal sum of $2,426,497.29 from said bank and consolidated a previous
        loan
        of $11,411,002.71, for an aggregate consolidated principal loan amount of
        $13,837,500.
 
 Simultaneous
        with the execution of the agreement, 231 NAPD issued a Restated Promissory
        Note
        to North Fork Bank in the aggregate principal amount of $13,837,500. Pursuant
        to
        the Note, principal plus all accrued and unpaid interest thereon shall be
        paid
        on March 5, 2009. Interest accrues on the principal amount at a daily rate
        of
        interest equal to 7.25% to be computed on 360-day basis, and is to be paid
        on a
        monthly basis. Under specified conditions, 231 NAPD may, at its option, extend
        the loan for an additional 6 months in which case the rate of interest shall
        be
        2% above the one year Treasury Index as of the three days prior to the maturity
        date. Upon providing 10 days prior written notice, 231 NAPD has the right
        to
        prepay the North Form Bank loan, in multiples of $25,000 or more, at any
        time,
        without penalty. The obligations to North Fork Bank are secured by a lien
        on the
        property owned by 231 NAPD.
 
 In
        connection with the consolidation of the loan with North Fork Bank, the Company,
        Mr. Ofir, and several other parties executed a guaranty in favor of North
        Fork
        Bank. In accordance with the guaranty, the guarantors guaranteed full
        performance of 231 NAPD’s obligations to North Fork Bank. In the event 231 NAPD
        defaults under the terms and provisions of the agreement, upon written demand,
        the guarantors, jointly and severally, shall pay to North Fork Bank all amounts
        remaining unpaid under the agreement. As added security for the North Fork
        Bank
        loan, and in accordance with the guaranty, all property of the guarantors
        held
        by North Fork Bank shall be subject to a lien as security for the liabilities
        of
        the guarantors. In the event the guarantors fail to make payment to North
        Fork
        Bank when due, any such payment shall bear interest at the rate of 24% per
        annum.
 
 7
 On
        November 28, 2007, the Company and Norman LLC entered into a loan agreement
        with
        WGS. Pursuant to the agreement, WGS agreed to loan $1 million to the Company
        and
        Norman LLC. The aggregate principal amount, plus interest accruing at a rate
        of
        1.5% per month, shall be due and payable six months from the closing of the
        agreement. As of April 8, 2008, WGS had transferred $399,970 of the $1 million
        loan to the Company. While the Company expected the balance of the loan to
        be
        transferred by December 31, 2007, no such transfer occurred, and no additional
        funds are expected.
 
 In
        exchange for such loan, on December 12, 2007, Norman LLC gave WGS a promissory
        note evidencing the loan, as well as an option to purchase units in the
        Company’s 231 Norman Avenue project at a price equal to 20% less than the then
        current market price for such units. The promissory note may be repaid, in
        whole
        or in part, at any time or from time to time upon ten days prior written
        notice
        to WSG. This option expired on December 5, 2007, as a result of WGS’s failure to
        advance the full principal amount of the loan. In addition, and as further
        consideration for the loan, the Company has agreed to give WGS an option,
        at
        WGS’s discretion, to either purchase the 30% membership interests the Company
        owns, through Norman LLC, in 231 NAPD for the sum of $2 million, or to purchase
        the 100% ownership interest the Company has in Norman LLC, for the sum of
        $2
        million. Each of these options expires on the later of either six months
        from
        November 28, 2007, or the date on which the loan and any accrued interest
        is
        repaid. In connection with the sale of Gunther on April 23, 2008, WGS forfeited
        this option without payment from the Company.
 
 On
        April
        20, 2008 the Company and Russull Brothers, Inc., a Delaware corporation formerly
        known as TSSS, Inc. and the holder of approximately 76.10% of our outstanding
        common stock as of April 8, 2008, executed a loan agreement. Pursuant to
        the
        loan agreement the Company’s debt to Russull Brothers, which amounted to
        $1,335,761 on December 31, 2007, is payable upon demand and will accrue interest
        at an annual rate of 6%. Interest may, at the Company’s option, be paid, no
        later than the tenth business day of January, or added to the principal
        outstanding amount of the Company’s debt to Russull Brothers.
 
 **Governmental
        Regulation**
 
 We
        are
        real estate developers due to our 30% ownership in 231 Norman Avenue Property
        Development, LLC. 231 NAPD has developed & constructed a building of 68
        commercial condominiums in New York City; that means that 231 NAPD works
        in
        compliance with the City's building codes & regulations, in addition to the
        practices of the construction industry. A condominium project requires also
        the
        New York State Attorney General's office to approve such a plan. Our plan
        was
        approved & declared.
 
 **Competition**
 
 The
        real
        estate market in New York City is highly competitive. The Company faces
        significant competition in its efforts to acquire properties for development
        and
        successfully market developed properties. The Company’s current activities are
        focused on the development of commercial condominiums, a relatively new and
        specialized niche of the New York City real estate market. As a result of
        the
        relative lack of commercial condominium buildings in the New York metropolitan
        area, sale of commercial condominiums developed by the Company requires
        significant marketing efforts. Furthermore, many local real estate developers
        operate on a wider scale than the Company, developing several sites
        simultaneously. As a result, many of the Company’s competitors have significant
        administrative and funding capabilities that are not available to the Company.
        There can be no assurance that the Company will be able to obtain the funding
        and develop the administrative capabilities that will be required in order
        to
        compete successfully in the New York City real estate market.
 
 8
 **Employees**
 
 At
        this
        time we have no full time employees and one part time employee, our chief
        financial officer, Jonathan Rigbi. Our other officers and the members of
        our
        board of directors provide various services, including strategic planning,
        negotiating and clerical support, on a voluntary basis.
 
 **Item
        1A.**  **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.
  **1.**  **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.
 
 **2.**  **Our
        Common Stock is quoted on the Pink Sheets Over-the-Counter Quotation System,
        Which May Make it More Difficult For Investors to Resell Their Shares Due
        to
        Suitability Requirements**
 
 Our
        common stock is currently quoted on the Pink Sheets OTC quotation system,
        where
        we expect it to remain for the foreseeable future. Broker-dealers often decline
        to trade in stocks that are quoted on the Pink Sheets 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 to sell our shares to third parties or to otherwise dispose
        of
        them. This could cause our stock price to decline.
 
 **4.**  **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.
 
 **5.**  **Our
        Largest Stockholder Has the Ability to Exercise Significant Influence over
        Matters Submitted for Stockholder Approval and His Interests May Differ From
        Other Stockholders**
 
 Russull
        Brother, Inc. (formerly known as TSSS, Inc.), whose sole officer and director
        is
        Ofer Arbib, our President, Chief Executive Officer, Director and Chairman
        beneficially owns 40,687,997 shares of our common stock representing
        approximately 76.10% of our outstanding common stock as of April 8, 2008.
        Through Russull Brothers, Mr. Arbib, therefore, has the ability to appoint
        our
        Board of Directors. Accordingly, Mr. Arbib 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. Arbib may differ from the interests of the other
        stockholders.
 
 9
 **6.**  **Our
        Investments May Not Generate Sufficient Income to Cover Our
        Operations**
 
 Our
        only
        substantial asset is our 30% interest in 231 Norman Avenue Property Development,
        LLC. Although we anticipate receiving net proceeds from this and our other
        endeavors sufficient to satisfy our obligations, there is no assurance as
        to
        when or whether these proceeds will be received. Even if we receive proceeds
        sufficient to satisfy our obligations, upon the sale or the liquidation of
        Norman Property LLC we will have no ongoing business operations. We intend
        to
        use the net proceeds derived from our current holdings and such additional
        funds
        as we may raise through the issuance of debt or equity securities to acquire
        real estate or other businesses. There can be no assurance that we will be
        successful in our efforts to acquire any real estate or operating businesses
        or,
        if acquired, that any such business or project will prove to be
        profitable.
 
 **7.**  **The
        Sale or Availability for Future Sale of Substantial Amounts of our common
        shares
        could Adversely Affect our Stock Price**
 
 As
        of
        April 8, 2008, there were 53,464,557shares of our Common Stock outstanding.
        We
        are authorized to issue up to a total of 100,000,000 shares of Common Stock
        and
        1,000,000 shares of blank check preferred stock. Additional issuances, including
        the rights and preferences of the preferred shares, do not require stockholder
        approval. The sale or availability for sale of substantial amounts of our
        Common
        Stock, in the public market could adversely affect the market price of our
        Common Stock.
 
 **8.**  **We
        may, in the future, issue additional common shares, which would reduce
        investors’ percent of ownership and may dilute our share
        value.**
 
 Our
        Articles of Incorporation authorize the issuance of 500,000,000 shares of
        common
        stock and 5,000,000 shares of preferred stock. The future issuance of common
        stock may result in substantial dilution in the percentage of our common
        stock
        held by our then existing shareholders. We may value any common stock issued
        in
        the future on an arbitrary basis. The issuance of common stock for future
        services or acquisitions or other corporate actions may have the effect of
        diluting the value of the shares held by our investors, and might have an
        adverse effect on any trading market for our common stock.
  **9.**  **Our
        common shares are subject to the "Penny Stock" Rules of the SEC and the trading
        market in our securities is limited, which makes transactions in our stock
        cumbersome and may reduce the value of an investment in our
        stock.**
 
 The
        SEC
        has adopted Rule 15g-9 which establishes the definition of a "penny stock,"
        for
        the purposes relevant to us, as any equity security that has a market price
        of
        less than $5.00 per share or with an exercise price of less than $5.00 per
        share, subject to certain exceptions. For any transaction involving a penny
        stock, unless exempt, the rules require:
 
 •  that
        a
        broker or dealer approve a person's account for transactions in penny stocks;
        and
 •  the
        broker or dealer receive from the investor a written agreement to the
        transaction, setting forth the identity  and
        quantity of the penny stock to be purchased.
 
 In
        order
        to approve a person's account for transactions in penny stocks, the broker
        or
        dealer must:
 
 •  obtain
        financial information and investment experience objectives of the person;
        and
 •  make
        a
        reasonable determination that the transactions in penny stocks are suitable
        for
        that person and the person  has
        sufficient knowledge and experience in financial matters to be capable of
        evaluating the risks of transactions  in
        penny
        stocks.
 
 The
        broker or dealer must also deliver, prior to any transaction in a penny stock,
        a
        disclosure schedule prescribed by the SEC relating to the penny stock market,
        which, in highlight form:
 
 •  sets
        forth the basis on which the broker or dealer made the suitability
        determination; and
  10
 •  that
        the
        broker or dealer received a signed, written agreement from the investor prior
        to
        the transaction.
 
 Generally,
        brokers may be less willing to execute transactions in securities subject
        to the
        "penny stock" rules. This may make it more difficult for investors to dispose
        of
        our Common shares and cause a decline in the market value of our
        stock.
 
 Disclosure
        also has to be made about the risks of investing in penny stocks in both
        public
        offerings and in secondary trading and about the commissions payable to both
        the
        broker-dealer and the registered representative, current quotations for the
        securities and the rights and remedies available to an investor in cases
        of
        fraud in penny stock transactions. Finally, monthly statements have to be
        sent
        disclosing recent price information for the penny stock held in the account
        and
        information on the limited market in penny stocks.
  **10.**  **There
        is no current active trading market for our securities and if an active trading
        market does not develop, purchasers of our securities may have difficulty
        selling their shares.**
 
 Our
        common stock was eligible to be traded on the Over-The-Counter Bulletin Board,
        under the ticker symbol DCIU, from September 2002. There has been no active
        trading in the Company’s securities and an active trading market in our
        securities may not develop or, if developed, may not be sustained. If for
        any
        reason an active public trading market for our shares does not develop,
        purchasers of the shares may have difficulty selling their common stock should
        they desire to do so.
  **11.**  **Because
        we do not intend to pay any cash dividends on our common stock, our stockholders
        will not be able to receive a return on their shares unless they sell
        them.**
 
 We
        intend
        to retain any future earnings to finance the development and expansion of
        our
        business. We do not anticipate paying any cash dividends on our common stock
        in
        the foreseeable future. Unless we pay dividends, our stockholders will not
        be
        able to receive a return on their shares unless they sell them.
 
 **12.**  **We
        may issue shares of preferred stock in the future that may adversely impact
        your
        rights as holders of our common stock.**
 
 Our
        Certificate of Incorporation authorizes us to issue up to 1,000,000 shares
        of
“blank check” preferred stock. Accordingly, our board of directors will have the
        authority to fix and determine the relative rights and preferences of preferred
        shares, as well as the authority to issue such shares, without further
        stockholder approval. As a result, our board of directors could authorize
        the
        issuance of a series of preferred stock that would grant to holders preferred
        rights to our assets upon liquidation, the right to receive dividends before
        dividends are declared to holders of our common stock, and the right to the
        redemption of such preferred shares, together with a premium, prior to the
        redemption of the common stock. To the extent that we do issue such additional
        shares of preferred stock, your rights as holders of common stock could be
        impaired thereby, including, without limitation, dilution of your ownership
        interests in us. In addition, shares of preferred stock could be issued with
        terms calculated to delay or prevent a change in control or make removal
        of
        management more difficult, which may not be in your interest as holders of
        common stock
 
 **Item
        1B.Unresolved Staff Comments.**
 
 Not
        applicable.
 
 **Item
        2.**  **Properties.**
 
 We
        currently maintain our corporate offices at 231 Norman Avenue, Brooklyn,
        New
        York 11222. We do not have a lease for this property and do not pay rent
        for
        this space as we have a 30% interest in the property at this address. We
        believe
        that this space will be sufficient until we start generating revenues and
        need
        to hire employees.
 
 11
 **Item
        3.**  **Legal
        Proceedings.**
 
 There
        are
        no pending legal proceedings to which the Company is a party or in which
        any
        director, officer or affiliate of the Company, or any owner of record or
        beneficially of more than 5% of any class of voting securities of the Company,
        is a party adverse to the Company or has a material interest adverse to the
        Company. The Company’s property is not the subject of any pending legal
        proceedings.
 
 **Item
        4.**  **Submission
        of Matters to a Vote of Security Holders.**
  During
        the period ending December 31, 2007, there has not been any matter which
        was
        submitted to a vote of the Company’s shareholders through the solicitation of
        proxies or otherwise.
 
 **PART
        II**
 
 **Item
        5.**  **Market
        for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases
        of Equity Securities.**
 
 **Market
        Information**
 
 Our
        common stock was eligible to be traded on the Over-The-Counter Bulletin Board,
        under the ticker symbol DCIU, from September 2002. The table below sets forth
        the range of quarterly high and low sale information for shares of our common
        stock. These quotations reflect inter-dealer prices, without retail markup,
        markdown or commission, and may not represent actual transactions.
 
 2007
                  Quarter Ended
              High
                  Price
              Low
                  Price12/31/2007
              $0.05
              $0.039/30/2007
              0.07
              0.056/30/2007
              0.08
              0.063/31/2007
              0.09
              0.032006
                  Quarter Ended
              High
                  Price
              Low
                  Price12/31/2006
              $0.04
              $0.049/30/2006
              0.02
              0.016/30/2006
              0.05
              0.053/31/2006
              0.05
              0.05
 
 **Holders**
 
 As
        of
        April 8, 2008, there were 53,464,557 common shares issued and outstanding,
        which
        were held by 129 stockholders of record.
 
 **Dividends**
 
 We
        have
        never declared or paid any cash dividends on our common stock nor do we
        anticipate paying any in the foreseeable future. Furthermore, we expect to
        retain any future earnings to finance our operations and expansion. The payment
        of cash dividends in the future will be at the discretion of our Board of
        Directors and will depend upon our earnings levels, capital requirements,
        any
        restrictive loan covenants and other factors the Board considers relevant.
 
 **Equity
        Compensation Plans**
 
 We
        do not
        have any equity compensation plans.
 
 12
 **Recent
        Sales of Unregistered Securities; Use of Proceeds from Registered
        Securities**
 
 In
        June,
        2007, the Company issued and sold an aggregate of 625,000 shares of common
        stock
        to two purchasers for an aggregate purchase price of $125,000. The shares
        were
        sold pursuant to Section 4(2) of the Securities Act of 1933.
 
 On
        October 29, 2007, the Company issued 1,000,000 shares of common stock to
        one of
        the Company’s directors in consideration for past services such director has
        rendered to the Company. The shares were issued pursuant to Section 4(2)
        of the
        Securities Act of 1933.
 
 **Item
        6.**  **Selected
        Financial Data.**
 
 **Year
                  ended December 31,****2007**
              
              
              **2006**Total
                  income
              
              $
              28,342
              
              $
              160,391Loss
                  from operations
              
              $
              (1,144,200
              )
              $
              (526,221
              )Net
                  loss
              
              $
              (1,091,022
              )
              $
              (535,333
              )Loss
                  per share - basic and diluted
              
              $
              (0.02
              )
              $
              (0.01
              )Weighted
                  average number of Common Stock outstanding
              
              
              52,278,941
              
              
              41,278,543**December
                  31,**
              
              
              **December
                  31,****2007**
              
              
              **2006**Investments
                  in equity interest
              
              $
              3,872,513
              
              $
              1,355,998Total
                  assets
              
              $
              4,621,920
              
              $
              2,348,263Total
                  long-term liability
              
              $
              4,733,891
              
              $
              1,661,320Total
                  stockholders' equity (deficit)
              
              $
              (111,971
              )
              $
              686,943
 
 **Item
        7.**  **Management’s
        Discussion and Analysis of Financial Condition and Results of
        Operations.**
 
 Certain
        statements contained in this annual report on Form 10-K, including statements
        regarding the anticipated development and expansion of our business, our
        intent,
        belief or current expectations, primarily with respect to our future operating
        performance and the services we expect to offer and other statements contained
        herein regarding matters that are not historical facts, are “forward-looking”
statements. Future filings with the SEC, future press releases and future
        oral
        or written statements made by us or with our approval, which are not statements
        of historical fact, may contain forward-looking statements, because such
        statements include risks and uncertainties, and actual results may differ
        materially from those expressed or implied by such forward-looking
        statements.
 
 All
        forward-looking statements speak only as of the date on which they are made.
        We
        undertake no obligation to update such statements to reflect events that
        occur
        or circumstances that exist after the date on which they are made.
 
 **Plan
        of Operation**
 
 During
        the next twelve months we plan to focus our activities on the residential
        and
        commercial real estate markets, and seek opportunities resulting from the
        current decline in the residential real estate market. In order to do so,
        we
        will need additional financing which we may not be able to obtain.
 
 13
 **Financial
        Condition and Results of Operations**
 
 We
        believe that a comparison of our results of operations from 2007 with our
        results of operations from 2006 may be misleading, because we are in the
        process
        of shifting our business away from the field of alternate energy and plan
        to
        operate exclusively in the real estate market in 2008. The following discussion
        of our results of operations should be considered in that context.
 
 **Results
        of Operations**
 
 **Comparison
        of the results of operations: December 31, 2007 to December 31,
        2006** .
 
 We
        incurred a net loss of $1,091,022 during the year ended December 31, 2007,
        compared to a net loss of $535,333 during the year ended December 31, 2006. Our
        total expenses increased from $686,612 in 2006 to $1,172,542 in 2007, primarily
        as a result of increased general and administrative expenses and increased
        interest expenses in 2007.
  We
          had a
          significant increase in interest expenses from $239,596 in 2006 to $511,860
          in
          2007 as investments in subsidiaries, done at the end of 2006 and during
          2007,
          were mostly financed by interest bearing notes, debentures and loans from
          the
          major shareholder. There was an increase in professional fees primarily
          as a
          result of attorneys’ fees with respect to legal activities in negotiating the
          contracts relating to the investments in the subsidiaries. There was a
          significant increase in consulting fees due to an increase in compensation
          payments and the cost of options granted to Synergy (which was subsequently
          cancelled) in the first quarter of 2007. There was also an increase in
          the net
          loss on investments
 We
        had no
        revenues during the year ended December 31, 2007 other than $28,342 interest
        income from a subsidiary. The decrease from $160,391 in 2006 was because
        the
        loan due from the subsidiary was changed from an investment in a subsidiary
        to
        an investment in equity and therefore no interest income was
        recorded.
 
 **Liquidity
        and Capital Resources**
  As
        of
        December 31, 2007, we had $21,565 in cash. In April 2008, the Company received
        gross proceeds from the sale of Gunther Wind Energy in the amount of $1,250,350
        and partial return on the loan to Gunther in the amount of $684,650.
        Accordingly, the Company currently has sufficient funds to fund its expenses
        over the next twelve months.
 
 As
        of
        December 31, 2007, our notes payable consisted of the following:
 
 Hypothecators - In
        November 2004, the Company entered into an agreement with Norman Property
        LLC
        regarding the assignment to the Company of a promissory note payable to
        Hypothecators Mortgage Company (“Hypothecators”) totaling $400,000. Pursuant to
        the assignment agreement, the Company received $400,000 from Norman Property
        LLC. The promissory note accrues interest at the rate of 15% per annum and
        is
        due June 15, 2006. The note was extended to October 31, 2006. In the forth
        quarter and first quarter of 2007, the Company paid an amount of approximately
        $97,398 and $65,000, respectively. On December 31, 2007 Russull Brothers
        paid
        the remaining balance of the note which was $237,602 plus accrued interest
        of
        $11,601, thus the account payable to Russull Brothers on the Company's books
        was
        increased by these amounts. 231 NAPD which was the original signor of the
        note
        received a release from Hypothecators.
  Debentures - As of
        December 31, 2007, four outstanding convertible debentures, amounting in
        the
        aggregate to $600,000, plus accrued interest of approximately $64,734 thereon,
        became due and payable. The original due date of the debentures was June
        4,
        2007, following which date the interest rate increased to fourteen per cent
        per
        annum until such time as the debentures are paid in full. As of December
        31,
        2007, two of the Debentures, amounting in the aggregate to $200,000, were
        amended to extend the maturity date to April 15, 2008. These Debentures are
        currently in default, but it is expected that they will be paid in full shortly.
        The other two Debentures, amounting in the aggregate to $400,000, which were
        assigned to Russull Brothers, the majority shareholder of the Company as
        of
        December 31, 2007, were extended to April 30, 2008.
 
 14
 10%
        Convertible Notes - On
        November 25, 2007, an aggregate of $465,000 in principal and $725 in accrued
        interest became due and payable on the convertible notes, which were issued
        by
        the Company in October 2006. While the Company made interest payments to
        the
        noteholders on December 31, 2007, it did not make the payments which became
        due,
        which resulted in a default.
 
 As
        of the
        date of this Report, none of the noteholders has notified the Company of
        their
        intention to enforce any of their rights in connection with this default.
        Notwithstanding, the failure by the Company to make such payments constitutes
        an
        event of default pursuant to the terms of the 10% Convertible Notes. As an
        event
        of default has occurred, the interest rate increases to 12% per annum on
        the
        outstanding principal and any overdue interest payment on each of the 10%
        Convertible Notes. In addition, any noteholder representing 25% or more of
        the
        aggregate principal amount of the note, may at their option and upon written
        notice, declare the principal and any accrued interest thereon to be due
        and
        payable immediately. The Company is currently negotiating with the noteholders
        to extend the maturity date of the 10% Convertible Notes, and it is expected
        to
        be paid in full shortly.
 
 World
        Group Shipping - On
        November 28, 2007, the Company and Norman LLC entered into a Loan Agreement
        with
        WGS. Pursuant to the agreement, WGS agreed to loan $1 million to the Company
        and
        Norman LLC. The aggregate principal amount, plus interest accruing at a rate
        of
        1.5% per month, shall be due and payable six months from the closing of the
        agreement. As of December 12, 2007, WGS had transferred $399,970 of the $1
        million loan to the Company. The balance of the loan is not expected to be
        transferred. As of December 31, 2007, the Company did not pay the initiation
        fee
        of $8,000 to WGS in connection with the loan.
 
 Russull
        Brothers Loans - On
        November 14, 2007, Jonathan Ofir assigned to Russull Brothers an aggregate
        principal amount of $1,078,316.93 plus accrued interest of $19,868 relating
        to a
        series of loans that Mr. Ofir made to the Company. In addition, Russull Brothers
        assumed the Company's obligation to Hypothecators in the amount of $249,203.
        As
        of December 31, 2007, the Company owes $1,335,761 in principal and accrued
        interest relating to the loans.
 
 Russul
        Brother Loan Agreement - On
        April 20, 2008 the Company and Russull Brothers executed a loan agreement.
        Pursuant to the loan agreement the Company’s debt to Russull Brothers, which
        amounted to $1,335,761 on December 31, 2007, is payable upon demand and will
        accrue interest at an annual rate of 6%. Interest may, at the Company’s option,
        be paid, no later than the tenth business day of January, or added to the
        principal outstanding amount of the Company’s debt to Russull
        Brothers.
 
 **Off
        Balance Sheet Arrangements**
 
 We
        do not
        have any off-balance sheet arrangements that have or are reasonably likely
        to
        have a current or future effect on our financial condition, changes in financial
        condition, revenues or expenses, results of operations, liquidity, capital
        expenditures or capital resources that are material to investors.
        Notwithstanding, the Company guaranteed to North Fork Bank the obligations
        of
        231 NAPD. On September 5, 2007, 231 NAPD entered into a Consolidated Mortgage
        Extension and Security Agreement (the “Agreement”) with North Fork Bank pursuant
        to which 231 NAPD borrowed the principal sum of $2,426,497 from said bank
        and
        consolidated a previous loan of $11,411,003, for an aggregate consolidated
        principal loan amount of $13,837,500 (the “North Fork Loan”).
  **Item
        7A.**  **Quantitative
        and Qualitative Disclosures About Market Risk.**
 
 Not
        applicable.
 
 **Item
        8.**  **Financial
        Statements.**





15


**DCI
      USA, INC.**





**DECEMBER
      31, 2007**












**DCI
      USA, INC. AND SUBSIDIARIES**





**INDEX
      TO CONSOLIDATED FINANCIAL STATEMENTS**




**Page(s)**Reports
                of Independent Registered Public Accounting Firms
            F-2Consolidated
                Balance Sheets as of December 31, 2007 and 2006
            F-3-4Consolidated
                Statements of Operations for the years ended December 31, 2007 and
                2006
            F-5Consolidated
                Statements of Changes in Stockholders’ Equity (Deficit)
            F-6Consolidated
                Statements of Cash Flows for the years ended December 31, 2007 and
                2006
            F-7-8Notes
                to Consolidated Financial Statements
            F-9-26









**ARIK
      ESHEL, CPA & ASSOC., PC**


Certified
      Public Accountants and Consultants





**REPORT
      OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**





To
      the
      Board of Directors and Stockholders


DCI
      USA,
      INC.





We
      have
      audited the accompanying consolidated balance sheet of DCI USA, Inc, and
      Subsidiaries (the Company), as of December 31, 2007, and the related
      consolidated statement of operations, changes in stockholders’ equity (deficit),
      and cash flows for the year then ended. These consolidated 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 did
      not
      audit the financial statements of Gunther Wind Energy, Ltd., a wholly-owned
      Israeli subsidiary, which statements reflect total assets constituting 58%
      in
      2007 and total income constituting 0% in 2007 of the related consolidated
      totals. These statements were audited by other auditors whose report has been
      furnished to us, and our opinion, insofar as it relates to the amounts included
      for Gunther Wind Energy, Ltd., is based solely on the report of the other
      auditors. The consolidated financial statements of DCI USA, Inc. and Subsidiary
      as of December 31, 2006 and for the year then ended were audited by other
      auditors whose report dated April 14, 2007 expressed an unqualified opinion
      on
      those statements. The other auditor’s report has been furnished to us, and our
      opinion, insofar as it relates to amounts included for such prior periods,
      is
      based solely on the report of such other auditors.





We
      conducted our audit in accordance with the standards of the Public Company
      Accounting Oversight Board (United States). Those standards require that we
      plan
      and perform the audit to obtain reasonable assurance about whether the
      consolidated financial statements are free of material misstatement. The Company
      is not required to have, nor were we engaged to perform, an audit of its
      internal control over financial reporting. Our audit included consideration
      of
      internal control over financial reporting as a basis for designing audit
      procedures that are appropriate in the circumstances, but not for the purpose
      of
      expressing an opinion on the effectiveness of the Company’s internal control
      over financial reporting. Accordingly we express no such opinion. An audit
      also
      includes examining, on a test basis, evidence supporting the amounts and
      disclosures in the consolidated financial statements. An audit also includes
      assessing the accounting principles used and significant estimates made by
      management, as well as evaluating the overall consolidated financial statement
      presentation. We believe that our audit provides a reasonable basis for our
      opinion.





In
      our
      opinion, based on our audits and the report of other auditors, the consolidated
      financial statements referred to above present fairly, in all material respects,
      the financial position of DCI USA, Inc. and Subsidiaries as of December 31,
      2007
      and 2006, the results of its operations changes in stockholders’ equity
      (deficit) and its cash flows for the years then ended, in conformity with
      accounting principles generally accepted in the United States of
      America.








ARIK
      ESHEL, CPA & ASSOC., PC


New
      York,
      NY





May
      12,
      2008
















***REPORT
      OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM***




To
      the
      Stockholders and Directors of Gunther Wind Energy, LTD.:





We
      have
      audited the accompanying balance sheets of Gunther Wind Energy, LTD. (the
“Company”) as of December 31, 2007 and the related statements of operations,
      changes in shareholders’ equity and cash flows for the year then ended. These
      financial statements are the responsibility of the Company’s management. Our
      responsibility is to express an opinion on these financial statements based
      on
      our audit.





We
      conducted our audits in accordance with the standards of the Public Company
      Accounting Oversight Board (United States of America). Those standards require
      that we plan and perform the audits to obtain reasonable assurance about whether
      the financial statements are free of material misstatement. The Company is
      not
      required to have, nor were we engaged to perform, an audit of its internal
      control over financial reporting. Our audits included consideration of internal
      control over financial reporting as a basis for designing audit procedures
      that
      are appropriate in the circumstances, but not for the purpose of expressing
      an
      opinion on the effectiveness of the Company’s internal control over financial
      reporting. Accordingly, we express no such opinion. 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 statements presentation. We believe that our 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 the Company as of December 31,
      2007
      and the results of its operations, changes in shareholders' equity and cash
      flows for the year then ended in conformity with accounting principles generally
      accepted in the United States of America.





Barzily
      & Co.


Jerusalem,
      Israel





April
      14,
      2008





**Jerusalem**,
                City Tower,34 Ben-Yehuda St. 94583
              Tel:
                972 - 2 - 6256341 Fax: 972 - 2 - 6231340
              
              **Tel-Aviv**,
                Shalom Tower,9 Ahad Ha’am St.65251
              Tel:
                972 - 3 - 5176383 Fax: 972 - 3 - 5176392
            ירושלים,מגדל
                העיר, רח' בן יהודה 34, 94583
              טל':6256341
                - 02פקס:6231340
                - 02
              
              תל
                אביב,מגדל שלום,רח' אחד העם 9, 65251
              טל':5176383
                - 03פקס:5176392
                - 03




**Barzily
                & Co. is a member of MSI, a network of independent professional
                firms****w
                w w . b a r z i l y . c o . I
                l**





F-2




**DCI
      USA, INC. AND SUBSIDIARIES**


**CONSOLIDATED
      BALANCE SHEETS**





**December
                31,**
            
            
            **December
                31,****2007**
            
            
            **2006**ASSETSCurrent
                Assets:Cash
            
            $
            21,565
            
            $
            74,755Prepaid
                expense
            
            
            -
            
            
            8,002Interest
                receivable-related party
            
            
            5,474
            
            
            8,798Interest
                receivable
            
            
            14,812
            
            
            -Loan
                receivable- related party
            
            
            217,270
            
            
            55,000Loan
                receivable - Senergy
            
            
            100,000
            
            
            -Loan
                receivable - Gunther
            
            
            -
            
            
            630,000Note
                receivable- net of discount
            
            
            -
            
            
            142,485Deferred
                tax asset, current portion
            
            
            173,693Total
                current assets
            
            
            532,814
            
            
            919,040Fixed
                assets, net
            
            
            2,559
            
            
            3,225Investments
                in equity interest
            
            
            3,872,513
            
            
            1,355,998Goodwill
            
            
            195,706
            
            
            -Noncurrent
                notes receivable
            
            
            -
            
            
            70,000Deferred
                tax asset, less current portion
            
            
            18,328Total
                assets
            
            $
            4,621,920
            
            $
            2,348,263




See
        accompanying notes to consolidated financial statements.


F-3




**DCI
      USA, INC. AND SUBSIDIARIES**


**CONSOLIDATED
      BALANCE SHEETS - (CONTINUED)**





**December
                31,**
            
            
            **December
                31,****2007**
            
            
            **2006**LIABILITIES
                AND STOCKHOLDERS' EQUITY (DEFICIT)Current
                Liabilities:Loan
                payable - Hypothicators
            
            $
            -
            
            $
            400,000Accounts
                payable and accrued expenses
            
            
            108,239
            
            
            63,200Accrued
                interest
            
            
            26,554
            
            
            20,620Accrued
                interest - related parties
            
            
            37,367Loan
                payable - WGS
            
            
            399,970Advance
                on account of dividend from related party
            
            
            225,000
            
            
            -Convertible
                notes
            
            
            465,000
            
            
            465,000Convertible
                debentures
            
            
            200,000
            
            
            600,000Convertible
                debentures - related parties
            
            
            400,000Current
                maturities of long term bank loan
            
            
            165,000
            
            
            -Amount
                due on option to repurchase common stock, current
            
            
            -
            
            
            81,768Total
                current liabilities
            
            
            2,027,130
            
            
            1,630,588Commitments
                and contingenciesLong
                term bank loan
            
            
            1,371,000
            
            
            -Loan
                payable - related party
            
            
            1,335,761
            
            
            -Amount
                due on option to repurchase common stock,net
                of current
            
            
            -
            
            
            30,732Total
                liabilities
            
            $
            4,733,891
            
            $
            1,661,320Stockholders'
                equityPreferred
                Stock, par value $.001, 1,000,000 sharesSeries
                A Preferred authorized, none issuedand
                outstanding
            
            
            -
            
            
            -Common
                stock, par value $.001,100,000,000 sharesauthorized
                , 54,917,681 shares issued, and 53,464,557 sharesoutstanding
                as of December 31, 2007; 53,292,681 sharesissued
                and outstanding as of December 31, 2006
            
            
            54,917
            
            
            53,292Additional
                paid-in-capital
            
            
            2,898,802
            
            
            2,526,671Accumulated
                deficit
            
            
            (2,984,042
            )
            
            (1,893,020
            )(30,323
            )
            
            686,943Treasury
                stock, at cost - 1,453,124 common stock shares
            
            
            (81,648
            )Total
                stockholders' equity (deficit)
            
            
            (111,971
            )
            
            686,943Total
                liabilities and stockholders' equity (deficit)
            
            $
            4,621,920
            
            $
            2,348,263




See
      accompanying notes to consolidated financial statements.




F-4




**DCI
      USA, INC. AND SUBSIDIARIES**


**CONSOLIDATED
      STATEMENTS OF OPERATIONS**





**Year
                ended December 31,****2007**
            
            
            **2006**Operating
                Income:Revenue
            
            $
            -
            
            $
            -Interest
                income
            
            
            28,342
            
            
            160,391Total
                income
            
            
            28,342
            
            
            160,391Expenses:General
                and administrative expense
            
            
            319,306
            
            
            302,016Interest
                expense
            
            
            511,860
            
            
            239,596Professional
                fees
            
            
            245,420
            
            
            145,000Consulting
                fees
            
            
            95,956
            
            
            -Total
                expenses
            
            
            1,172,542
            
            
            686,612Loss
                from operations
            
            
            (1,144,200
            )
            
            (526,221
            )Net
                loss on investments
            
            
            138,843
            
            
            9,112Net
                loss before income taxes
            
            
            (1,283,043
            )
            
            (535,333
            )Provision
                for income taxes
            
            
            192,021Net
                loss
            
            $
            (1,091,022
            )
            $
            (535,333
            )Basic
                and DilutedLoss
                per share
            
            $
            (0.02
            )
            $
            (0.01
            )Weighted
                average number ofCommon
                Stock outstanding
            
            
            52,278,941
            
            
            41,278,543




See
      accompanying notes to consolidated financial statements.





F-5


**DCI
      USA, INC. AND SUBSIDIARIES**


**CONSOLIDATED
      STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)**





Preferred
                Stock
            
            Common
                Stock
            
            Treasury
                Stock
            
            
            Additional
                Paid-in
            
            
            Accumulated
            
            
            SubscriptionShares
            
            
            Amount
            
            
            Shares
            
            
            Amount
            
            
            Shares
            
            
            Amount
            
            
            Capital
            
            
            Deficit
            
            
            ReceivableBalance,
                January 1, 2005
            
            
            200,000
            
            $
            200
            
            
            35,000,035
            
            $
            35,000
            
            
            -
            
            $
            -
            
            $
            1,727,082
            
            $
            (869,342
            )
            $
            30,000Shares
                issued to officers and former officers
            
            
            -
            
            
            -
            
            
            1,125,000
            
            
            1,125
            
            
            
            
            
            
            
            
            55,125
            
            
            -
            
            
            -Beneficial
                conversion feature of debt
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            
            
            
            
            
            
            74,675
            
            
            -
            
            
            -Stock
                subscriptions satisfied
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            (30,000
            )Dividends
                on preferred stock
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            
            
            
            
            
            
            -
            
            
            (9,167
            )
            
            -Net
                loss
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            (479,178
            )Balance,
                December 31, 2005
            
            
            200,000
            
            
            200
            
            
            36,125,035
            
            
            36,125
            
            
            
            
            
            
            
            
            1,856,882
            
            
            (1,357,687
            )
            
            -Conversion
                of officer note and interest
            
            
            -
            
            
            -
            
            
            1,252,997
            
            
            1,252
            
            
            
            
            
            
            
            
            61,397
            
            
            -
            
            
            -Partial
                conversion of investor debt
            
            
            -
            
            
            -
            
            
            350,649
            
            
            351
            
            
            
            
            
            
            
            
            13,149
            
            
            -
            
            
            -Conversion
                of preferred stock, includingaccrued
                dividends
            
            
            (200,000
            )
            
            (200
            )
            
            1,500,000
            
            
            1,500
            
            
            
            
            
            
            
            
            7,867
            
            
            -
            
            
            -Conversion
                of investor debt to stock
            
            
            -
            
            
            -
            
            
            4,064,000
            
            
            4,064
            
            
            
            
            
            
            
            
            209,876
            
            
            -
            
            
            -Amount
                due on option to repurchasecommon
                stock
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            
            
            
            
            
            
            (112,500
            )
            
            -
            
            
            -Sale
                of common stock
            
            
            -
            
            
            -
            
            
            10,000,000
            
            
            10,000
            
            
            
            
            
            
            
            
            490,000
            
            
            -
            
            
            -Net
                loss
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            (535,333
            )Balance,
                December 31, 2006
            
            
            -
            
            
            -
            
            
            53,292,681
            
            
            53,292
            
            
            -
            
            
            -
            
            
            2,526,671
            
            
            (1,893,020
            )
            
            -Purchase
                option granted
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            89,256Issuance
                of shares
            
            
            
            
            
            
            
            
            625,000
            
            
            625
            
            
            
            
            
            
            
            
            124,375Treasury
                stock received from Cornell
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            (1,090,244
            )
            
            
            
            
            112,500Treasury
                stock received from Bartram
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            (362,880
            )
            
            (81,648
            )Issuance
                of shares
            
            
            
            
            
            
            
            
            1,000,000
            
            
            1,000
            
            
            
            
            
            
            
            
            46,000Net
                loss
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            (1,091,022
            )Balance,
                December 31, 2007
            
            
            -
            
            $
            -
            
            
            54,917,681
            
            $
            54,917
            
            
            (1,453,124
            )
            $
            (81,648
            )
            $
            2,898,802
            
            $
            (2,984,042
            )
            $
            -








See
      accompanying notes to consolidated financial statements.





F-6


**DCI
      USA, INC. AND SUBSIDIARIES**


**CONSOLIDATED
      STATEMENTS OF CASH FLOWS**





**Year
                ended December 31,****2007**
            
            
            **2006****Cash
                flows from operating Activities**Net
                loss
            
            $
            (1,091,022
            )
            $
            (535,333
            )Adjustments
                required to reflect cash flows fromOperating
                ActivitiesAmortization
                of loan cost
            
            
            
            
            
            41,548Cost
                of stock option
            
            
            89,256Net
                loss on equity investments
            
            
            138,843
            
            
            9,112Amortization
                of discounts
            
            
            
            
            
            79,345Depreciation
            
            
            666Amortization
                of note receivable discount
            
            
            (7,515
            )
            
            (10,735
            )Changes
                in operating liabilities and assetsAccount
                receivables
            
            
            214,337Prepaid
                expanse
            
            
            (3,646
            )
            
            9,390Interest
                receivable
            
            
            (11,488
            )
            
            (2,941
            )Deferred
                tax asset
            
            
            (192,021
            )Accounts
                payable and accrued expenses
            
            
            42,844
            
            
            (98,283
            )Net
                cash used in operating activities
            
            
            (819,746
            )
            
            (507,897
            )**Cash
                flows from investing activities**Proceeds
                from loan receivable
            
            
            150,000
            
            
            -Investments
                in equity interest
            
            
            (465,000
            )Loans
                to third parties
            
            
            (100,000
            )
            
            (685,000
            )Loans
                to related parties
            
            
            (563,771
            )
            
            -Investment
                in Gunther
            
            
            8,984Purchase
                of fixed assets
            
            
            
            
            
            (3,225
            )Net
                cash used in investing activities
            
            
            (969,787
            )
            
            (688,225
            )**Cash
                flows from financing activities**Proceeds
                from loans
            
            
            1,735,731Payment
                of loan payable
            
            
            (400,000
            )
            
            (300,000
            )Advance
                on account of dividend
            
            
            153,467Issuance
                of common stock
            
            
            172,000
            
            
            500,000Payment
                of long term bank loan
            
            
            75,145Proceeds
                from convertible notes
            
            
            
            
            
            1,065,000Net
                cash used by financing activities
            
            
            1,736,343
            
            
            1,265,000Increase
                (decrease) in cash
            
            
            (53,190
            )
            
            68,878**Cash
                at the beginning of the year**
            
            
            74,755
            
            
            5,877**Cash
                at the end of the year**
            
            $
            21,565
            
            $
            74,755




See
      accompanying notes to consolidated financial statements.




F-7


**DCI
      USA, INC. AND SUBSIDIARIES**


**CONSOLIDATED
      STATEMENTS OF CASH FLOWS - (CONTINUED)**




**Year
                ended December 31,****2007**
            
            
            **2006****Supplemental
                disclosures:**Interest
                paid
            
            $
            138,232
            
            $
            64,000Cash
                paid for income taxes
            
            
            4,646
            
            
            3,729**Non-cash
                disclosures of investing and financing
                activities:**Issuance
                of 1,000,000 shares of the Company to a Director, forthe
                service he provided to the Company in the year 2007.
            
            
            47,000Repurchase
                of 362,880 shares of the company to payoff
                promissory note
            
            
            81,648Conversion
                of debt and related interest to equity
            
            
            
            
            $
            290,089





See
      accompanying notes to consolidated financial statements.




F-8


**DCI
      USA, INC. AND SUBSIDIARIES**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**





**NOTE
      1 - DESCRIPTION OF THE COMPANY**





DCI
      USA,
      Inc. (“the Company”), formerly known as Gavella Corp. ("Gavella"), was
      incorporated on June 21, 2000 in the State of Delaware. Until November 9, 2004,
      the Company was engaged in owning and operating income producing real estate
      and
      investing in and providing consulting services to small, established companies
      with defined growth plans. On November 9, 2004, the Company executed a
      Subscription Agreement with Direct Capital Investments, Ltd. ("Direct Capital")
      pursuant to which, among other things, Direct Capital purchased 31,500,000
      post-reverse split shares of common stock (the "Purchased Shares") of the
      Company. The Purchased Shares represented 90% of the then outstanding common
      stock 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"). On February
      22, 2006, the Company withdrew its election in order to pursue other
      interests.





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





On
      June
      20, 2007, the Company exercised its option to purchase all the outstanding
      shares of Gunther Wind Energy, Ltd. (“Gunther”). Gunther is an Israeli company
      invested in the upgrade of an existing wind farm at Tel Assaniya and in the
      development of a new site, Nimrod. See note 3.





On
      November 14, 2007, Russull Brothers, Inc., a Delaware corporation formerly
      known
      as TSSS, Inc. (“Russull Brothers”), entered into a Purchase Agreement with
      Jonathan Ilan Ofir, a former officer, director and majority shareholder of
      the
      Company, and Jonathan Rigbi, the Company’s Chief Financial Officer to purchase
      all of the shares of the Company’s common stock owned by Mr. Ofir and Mr. Rigbi.
      Pursuant to the agreement, Russull Brothers paid $2,596,160 for the purchase
      of
      an aggregate of 37,087,997 shares of the Company’s common stock. On February 8,
      2008, the Purchase Agreement was amended to reflect that Messrs. Ofir and Rigbi
      actually owned and sold 29,602,997 and 6,135,000 shares, respectively of the
      Company’s common stock to Russull Brothers, rather than the amount of shares
      reflected in the Purchase Agreement as having been acquired by Russull Brothers.
      The amendment also reduced the purchase price from $0.07 to $0.055 per share.
      Accordingly, Russull Brothers was refunded an aggregate of $740,569.96 from
      Messrs. Ofir and Rigbi representing the actual amount of shares purchased and
      the amended purchase price per share. As such, the total amount paid by Russull
      Brothers to acquire the shares of the Company’s common stock pursuant to the
      Purchase Agreement was $1,965,590. In addition to the shares of the Company’s
      common stock acquired by the Russull Brothers pursuant to the Purchase
      Agreement, Mr. Ofir assigned to Russull Brothers an aggregate principal amount
      of $1,066,090 plus accrued interest of $19,868 relating to a series of loans
      Mr.
      Ofir made to the Company.





Pursuant
      to the Purchase Agreement, Mr. Ofir resigned as a director and Chairman of
      the
      Board of Directors of the Company. Following the Purchase Agreement, Russull
      Brothers became the majority shareholder of the Company. Ofer Arbib, the
      Company’s current President, Chief Executive Officer, Director and Chairman, and
      is the sole officer and director of Russull Brothers.





On
      February 27, 2008, Russull Brothers purchased all 3,150,000 shares of the
      Company’s common stock owned by Direct Capital, for an aggregate purchase price
      of $130,000. The transaction was effected pursuant to a verbal agreement between
      Direct Capital and Russull Brothers. As of April 8, 2008, Russull Brothers
      owned
      an aggregate of 40,687,997 shares representing 76.10% of the Company’s issued
      and outstanding common stock, including shares Russull Brothers owned prior
      to
      the transactions reported in this section.





F-9


**DCI
      USA, INC. AND SUBSIDIARIES**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**





**NOTE
      1 - DESCRIPTION OF THE COMPANY - (CONTINUED)**





The
      Company is presently engaged in two lines of business: (i) the development
      of
      clean energy technologies; and (ii) the renovation and conversion of buildings
      to commercial condominiums.





The
      Company’s common stock has been eligible to be traded on the Over-The-Counter
      Bulletin Board since September 2002.





As
      of
      December 31, 2007, we had $21,565 in cash. In April 2008, the Company received
      gross proceeds from the sale of Gunther in the amount of $1,250,350, and partial
      return on the loan to Gunther in the amount of $684,650. Accordingly, the
      Company currently has sufficient funds to fund its operation over the next
      twelve months.





**NOTE
      2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES**





*Principles
      of Consolidation and Basis of Presentation.* **** The
      consolidated financial statements include the accounts of the Company and it’s
      wholly- owned subsidiaries, Norman LLC and Gunther.  . All material
      intercompany transactions have been eliminated in consolidation. Investments
      in
      entities in which the Company can exercise significant influence, but does
      not
      own a majority equity interest or otherwise control, are accounted for using
      the
      equity method and are included as investments in equity interests on the
      consolidated balance sheets. The Company has included the results of operations
      of acquired companies from the date of acquisition. Certain prior year amounts
      have been reclassified to conform to the current year presentation.





*Use
      of Estimates.* **** In
      preparing consolidated financial statements in accordance with accounting
      principles generally accepted in the United States of America, management makes
      certain estimates and assumptions, where applicable, that affect the reported
      amounts of assets and liabilities and disclosures of contingent assets and
      liabilities at the date of the financial statements, as well as the reported
      amounts of revenues and expenses during the reporting period. While actual
      results could differ from those estimates, management does not expect such
      variances, if any, to have a material effect on the consolidated financial
      statements.





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





*Concentration
      of Credit Risk.* **** Financial
      instruments that potentially subject the Company to significant concentration
      of
      credit risk consist primarily of cash and loans receivables. As of
      December 31, 2007, substantially all of the Company’s cash was managed by
      two financial institutions. Loan receivables are typically unsecured and are
      derived from revenue earned from customers. On an ongoing basis, we evaluate
      our
      estimates, including those related to the fair values of our loans receivables.
      We base our estimates on historical experience and on various other assumptions
      that are believed to be reasonable, the results of which form the basis for
      making judgments about the carrying values of assets and
      liabilities.





*Deferred
      Income Taxes.* ****** Deferred
      tax assets and liabilities are determined based on temporary differences between
      financial reporting and the tax bases of assets and liabilities. Deferred tax
      assets are also recognized for tax net operating loss carryforwards. These
      deferred tax assets and liabilities are measured using the enacted tax rates
      and
      laws that are expected to be in effect when such amounts are expected to reverse
      or be utilized. The realization of total deferred tax assets is contingent
      upon
      the generation of future taxable income. Valuation allowances are provided
      to
      reduce such deferred tax assets to amounts more likely than not to be ultimately
      realized. See Note 12 “Income Taxes” for additional
      information.





F-10


**DCI
      USA, INC. AND SUBSIDIARIES**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**





**NOTE
      2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES -
      (CONTINUED)**





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





*Notes
      Receivable.* **** The
      allowance for loan losses on notes receivable is determined primarily on the
      basis of management's best estimate of probable losses, including specific
      allowance for troubled accounts. All accounts or portions thereof deemed to
      be
      uncollectible or to require excessive collection costs are written off to the
      allowance for loan losses. There were no allowances for loan losses at December
      31, 2007 and 2006.




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





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




*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 $0 and $41,548 for the
      years ended December 31, 2007 and 2006, respectively, is included in general
      and
      administrative expenses. Amortization of discounts for beneficial conversion
      features of certain debt of $0 and $79,345 for the years ended December 31,
      2007
      and 2006 is reflected in interest expense.





*Goodwill.* **** Goodwill
      is carried at cost. Goodwill is not amortized but is subject to an annual test
      for impairment and between annual tests in certain circumstances.





*Investments
      in Equity Interests.* **** Investments
      in entities in which the Company can exercise significant influence but does
      not
      own a majority equity interest or otherwise control, are accounted for using
      the
      equity method and included as investments in equity interests on the
      consolidated balance sheets. The Company monitors its investments for
      other-than-temporary impairment by considering factors including the current
      economic and market conditions and the operating performance of the companies
      and records reductions in carrying values when necessary. The fair value of
      privately held investments is estimated using the best available information
      as
      of the valuation date, including current earnings trends, undiscounted cash
      flows, quoted stock prices of comparable public companies, and other company
      specific information, including recent financing rounds.





*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, 2007 and 2006.




F-11


**DCI
      USA, INC. AND SUBSIDIARIES**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**





**NOTE
      2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES -
      (CONTINUED)**




*Net
      Loss Per Share.* **** Basic
      net
      loss per share is computed on the basis of the weighted average number of shares
      outstanding each period and excludes any dilutive effects of options, warrants,
      and convertible securities. Dilutive earnings per share is computed giving
      effects to dilutive stock equivalents. There were 27,300,000 and 21,600,000
      potentially dilutive common shares outstanding on December 31, 2007 and 2006,
      respectively, which were excluded from the calculation of diluted earnings
      per
      share, consisting primarily of shares issuable upon the conversion of debt
      and
      equity and the exercise of stock options.





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





*Recently
      Issued Accounting Pronouncements.* **** In
      December 2007, the Financial Accounting Standards Board (FASB) issued SFAS
      No.
      141 (revised 2007), “Business Combinations,” which establishes principles and
      requirements for how the acquirer recognizes, measures, and discloses the
      identifiable assets acquired, the liabilities assumed, and any noncontrolling
      interest in the acquiree; and the goodwill acquired or a gain from a bargain
      purchase. SFAS No. 141 (revised 2007) is effective for business combinations
      for
      which the acquisition date is on or after the beginning of the first annual
      reporting period beginning on or after December 15, 2008.




In
      December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in
      Consolidated Financial Statements - An amendment of ARB No. 51,” which
      establishes accounting and reporting standards for the noncontrolling interest
      in a subsidiary and for the deconsolidation of a subsidiary. SFAS No. 160 is
      effective for fiscal years, and the interim periods within those fiscal years,
      beginning on or after December 15, 2008.




In
      February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for
      Financial Assets and Financial Liabilities - Including an amendment to FASB
      Statement No. 115,” which permits entities to choose to measure many financial
      instruments and certain other items at fair value. SFAS No. 159 is effective
      as
      of the beginning of an entity’s first fiscal year that begins after November 15,
      2007.




In
      September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements,” which
      defines fair value, establishes a framework for measuring fair value in
      generally accepted accounting principles, and expands disclosures about fair
      value measurements. SFAS No 157, as originally issued, was effective for fiscal
      years beginning after November 15, 2007. However, on December 14, 2007, the
      FASB
      issued FASB Staff Position FAS 157-b, which deferred the effective date of
      SFAS
      No. 157 for one year, as it relates to nonfinancial assets and liabilities.




Management
      believes the adoption of the preceding pronouncements will have no significant
      impact on the Company’s financial condition or results of
      operations.




F-12




**DCI
      USA, INC. AND SUBSIDIARIES**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**





**NOTE
      3 - AQUISITIONS**





*GUNTHER
      WIND ENERGY, LTD.* **


On
      August
      1, 2006, we entered into a loan, pledge and option agreement with Gunther Wind
      Energy, Ltd. (“Gunther”) in Israel to invest in the upgrade of an existing wind
      farm at Tel Assaniya and in the development of a new site, Nimrod. On June
      20,
      2007, the Company exercised its option to purchase all the outstanding
      shares of Gunther pursuant to and in accordance with the loan, pledge and option
      agreement. The aggregate exercise price of the option was $23,883 of which
      was
      paid through the cancellation of outstanding loans previously made by the
      Company to Gunther. In the financials statement for the quarters ended September
      30, 2007 and June 30, 2007, the Company reported that in consideration of
      exercising the option, the Company cancelled the outstanding balance of certain
      loans previously made by the Company to Gunther in the amount of $1,055,384
      out
      of $1,500,000 loan. That misstated reporting has no impact on the Company’s
      consolidated balance sheet and income statement for the quarters ended September
      30, 2007 and June 30, 2007. The Previously issued quarterly financial statements
      have not been restated, as management does not believe that the impact of these
      errors is material to the financial statements for the quarters ended September
      30, 2007 or the quarter ended June 30, 2007.





Gunther
      owns 25% of the outstanding share capital of ARI, Ltd., an Israeli based
      corporation formerly known as Green Wind Energy Ltd. (“ARI”), as a result of its
      acquisition, on March 5, 2006, of 334 shares of ARI’s preferred stock in
      consideration of $3,000,000. As of April 8, 2008, Gunther had paid an aggregate
      of $2,655,000 of the purchase price to ARI using funds previously loaned to
      Gunther by the Company and the proceeds from a $1.500,000 bank loan obtained
      by
      Gunther. The remaining portion of the $3,000,000 purchase price was paid by
      Gunther to ARI on or about April 28, 2008.





On
      December 2006 Gunther signed agreement with Nimrod Wind Energy, Ltd (“Nimrod”)
      in which Gunther received an irrevocable option to purchase 25% of Nimrod’s
      issued and fully paid for share capital. The aggregate purchase price to be
      paid
      by Gunther to the Nimrod upon exercise of such option shall be
      an amount equal to $2,750,000. As of December 31, 2007 Gunther did not
      exercise its option





On
      September 13, 2006, ARI signed an agreement to purchase a wind farm known as
      Tel
      Assaniya Windfarm, which is located in Northern Israel. The completion of the
      purchase agreement is expected by December 31, 2007 upon payment of the
      outstanding balance. The Tel Assaniya Windfarm is planned to be upgraded from
      the current capacity of 6MW to seven wind turbines with a capacity of 2.3MW
      each. We expect this upgrade to be completed between April and June 2008. Until
      such upgrade is completed, Gunther will receive a minimum of a 10% preferred
      return on its investment on quarterly installments in anticipation of the
      payment of future dividend. After the upgrade is completed, Gunther will receive
      a minimum of a 12.5% preferred return. . As of November 14, 2007, Gunther has
      appointed one director and has not yet exercised its right to appoint a second
      director. As of December 31, 2007 Gunther was paid $225,000 advance on account
      of dividend.





The
      investment in Gunther is recorded in our financial statements included herein
      at
      the aggregate purchase price and its results of operations from the date of
      acquisition are reflected in our statement of operations for the periods ended
      December 31, 2007.





F-13




**DCI
      USA, INC. AND SUBSIDIARIES**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**





**NOTE
      3 - ACQUISITIONS - (CONTINUED)**





The
      following table summarized the estimated fair values of the assets acquired
      and
      liabilities assumed at the date of acquisition:





Cash
            
            $
            8,984Account
                receivables
            
            
            214,337Investment
                in ARI Ltd.
            
            
            2,190,358Goodwill
            
            
            195,706Total
                assets
            
            
            2,609,385Accounts
                payable
            
            
            45,496Current
                maturities of long term bank loan
            
            
            152,242Loan
                payable - DCI USA, Inc.
            
            
            1,031,501Long
                term bank loan
            
            
            1,308,613Due
                to ARI, Ltd.
            
            
            71,533Total
                liabilities
            
            
            2,609,385Net
                assets acquired
            
            $
            -





*231
      NORMAN AVE, LLC*


The
      Company lent $1,370,000 to Norman LLC in part pursuant to an agreement which
      provided the Company the option of supplanting the 100% membership interest
      holder in Norman LLC. The Company exercised this option as of November 2006
      and
      now owns 100% interest in Norman LLC. As a result of the Company acquiring
      Norman LLC, the Company controls 30% of the membership interests of 231 NAPD.
      See not 4 for the in vestment in equity interest at 231 NAPD.




NOTE
      4 - INVESTMENTS IN EQUITY
      INTEREST




**December
                31,**
            
            
            **December
                31,****2007**
            
            
            **2006**Investment
                in 231 NAPD
            
            $
            1,198,513
            
            $
            1,355,998Investment
                in ARI
            
            
            2,674,000
            
            
            -$
            3,872,513
            
            $
            1,355,998




*231
      NAPD*


231
      NAPD
      is a New York limited liability company engaged in owning, developing and
      operating income producing real property. 231 NAPD owns fee simple title to
      the
      real property located at 231 Norman Avenue, Brooklyn, New York. In March 2005,
      231 NAPD consummated a $10,000,000 refinancing and construction loan with
      Washington Mutual with respect to the property at 231 Norman Avenue and received
      capital contributions from investors of $1,750,000.





F-14




**DCI
      USA, INC. AND SUBSIDIARIES**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**





**NOTE
      4 - INVESTMENTS IN EQUITY INTEREST - (CONTINUED)**





As
      a
      result of the Company acquiring Norman LLC, the Company controls 30% of the
      membership interests of 231 NAPD. In November 2006, the Company purchased an
      option to acquire an additional 20% interest in 231 NAPD for $100,000. The
      option price was required to be paid by December 31, 2006. The option, which
      if
      exercised prior to March 30, 2007, gives the Company the right to purchase
      the
      20% interest in exchange for 18,000,000 shares of the Company’s common stock and
      a promissory note in the amount of $1,400,000. The promissory note would bear
      interest at the rate of 8% and would mature in November 2011. The payment of
      the
      option price has been extended to June 30, 2007 and the exercise of the option
      has been extended to July 31, 2007. The Company did not exercise the option
      prior to its expiration on July 31, 2007.





The
      Company and Mr. Ofir, guaranteed to North Fork Bank the obligations of 231
      NAPD.
      On September 5, 2007, 231 NAPD entered into a Consolidated Mortgage Extension
      and Security Agreement (the “Agreement”) with North Fork Bank pursuant to which
      231 NAPD borrowed the principal sum of $2,426,497 from said bank and
      consolidated a previous loan of $11,411,003, for an aggregate consolidated
      principal loan amount of $13,837,500 (the “North Fork Loan”).





On
      September 5, 2007, and simultaneous with the execution of the Agreement, 231
      NAPD issued a Restated Promissory Note to North Fork Bank in the aggregate
      principal amount of $13,837,500 (the “Note”). Pursuant to the Note, principal
      plus all accrued and unpaid interest thereon shall be paid on March 5, 2009.
      Interest accrues on the principal amount at a daily rate of interest equal
      to
      7.25% to be computed on 360-day basis, and is to be paid on a monthly basis.
      Under specified conditions, 231 NAPD may, at its option, extend the loan for
      an
      additional six months in which case the rate of interest shall be 2% above
      the
      one year Treasury Index as of the three days prior to the Maturity Date. Upon
      providing 10 days prior written notice, 231 NAPD has the right to prepay the
      North Form Bank Loan, in multiples of $25,000 or more, at any time, without
      penalty. The obligations to North Fork Bank are secured by a lien on the
      property owned by 231 NAPD.





In
      connection with the consolidation of the loan with North Fork, the Company,
      Mr.
      Ofir, Amir Yerushalmi, Vision Real Estates Group, LLC and YIZ Oxford Capital,
      LLC, collectively, executed a Guaranty in favor of North Fork Bank (the
“Guaranty”). In accordance with the Guaranty, the Guarantors guaranteed full
      performance of 231 NAPD’s obligations to North Fork Bank. In the event 231 NAPD
      defaults under the terms and provisions of the Agreement, upon written demand,
      the Guarantors, jointly and severally, shall pay to North Fork Bank all amounts
      remaining unpaid under the Agreement. As added security for the North Fork
      Loan,
      and in accordance with the Guaranty, all property of the Guarantors held by
      North Fork Bank shall be subject to a lien as security for the liabilities
      of
      the Guarantors. In the event the Guarantors fail to make payment to North Fork
      Bank when due, any such payment shall bear interest at the rate of 24% per
      annum.





On
      November 28, 2007, the Company and Norman LLC, entered into a share acquisition
      option agreement with World Group Capital (58) Ltd., formally known as World
      Group Shipping Ltd., a public company in Israel ("WGS"). See Note 6 (b).





The
      Company involved in the renovation and conversion of certain buildings to
      commercial condominiums. The Company’s development at 231 Norman Avenue, in
      Brooklyn, New York is the underlying asset comprising the collateral on the
      loan
      discussed below. The construction ended at the end of 2007, and the company
      received Certificate of Occupancy on January 10, 2008. Approvals needed for
      the
      commercial condominium plan offering have been obtained and the 68 commercial
      condos are currently on the market for sale. As of the date of filing, 24
      contracts to purchase condominium units have been signed and deposits received,
      8 units of which were closed and were occupied. The Company is actively involved
      in managing the construction, financing, and sales of the 231 Norman Avenue
      Project.




F-15


**DCI
      USA, INC. AND SUBSIDIARIES**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**





**NOTE
      4 - INVESTMENTS IN EQUITY INTEREST - (CONTINUED)**





The
      following is a summary of selected financial information from the financial
      statements of the 231 NAPD:





**December
                31,****2007**Balance
                sheet data:Current
                assets
            
            $
            770,672Long-term
                assets
            
            
            15,724,989Current
                liabilities
            
            
            120,148Long-term
                liabilities
            
            
            14,763,474Total
                Capital
            
            $
            1,612,039**Year
                Ended****December**
              **31,
                2007**Operating
                data:Revenues
            
            $
            -Gross
                profit
            
            
            -Loss
                from operations
            
            
            (208,702
            )Net
                loss
            
            $
            (524,950
            )





As
      of
      December 31, 2007 and 2006, the Company has recorded $157,485 and $9,112,
      respectively, as its share of losses since acquiring its equity interest, net
      of
      tax, in retained earnings.




*ARI*


Gunther
      owns 25% of the outstanding shares of capital stock of ARI. See note 4 for
      additional information. The following is a summary of selected financial
      information from the financial statements of ARI:





**December
                31,****2007**Balance
                sheet data:Current
                assets
            
            $
            410,816Long-term
                assets
            
            
            3,216,329Current
                liabilities
            
            
            499,480Long-term
                liabilities
            
            
            160,426Total
                Capital
            
            $
            2,967,239**Year
                Ended December 31, 2007**Operating
                data:Revenues
            
            $
            157,268Gross
                profit
            
            
            94,555Gain
                from operations
            
            
            86,534Net
                income
            
            $
            32,761





As
      of
      December 31, 2007, the Company has recorded $18,642, as its share of income
      since acquiring its equity interest, net of tax, in retained earnings.




F-16


**DCI
      USA, INC. AND SUBSIDIARIES**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**





**NOTE
      5 - STRATEGIC RELATIONSHIP AGREEMENT**





*SENERGY,
      LTD.*


In
      January 2007, the Company entered into a Purchase and Strategic Relationship
      Agreement with Senergy, Ltd. (“Senergy”), an Israeli limited liability company
      that operates in the areas of solar heating and cooling and solar-based energy
      generation (the “Senergy Agreement”). Pursuant to the agreement, the Company,
      through a new, to-be-formed subsidiary, is to make investments in three
      installments totaling $500,000 in Senergy. In return for the investment, the
      Company receives promissory notes totaling $500,000 and a 60% equity interest
      in
      Senergy. The Promissory notes incur interest at the rate of 6% and are due
      18
      months after the date of the note.





The
      Senergy Agreement also contains a three-year option for Senergy to purchase
      shares of the Company’s subsidiary if certain before tax profit goals are met.
      The option allows Senergy to purchase up to 49% of the Company’s subsidiary at
      fixed exercise prices upon the attaining of the performance goals. The
      principals of Senergy are to be granted a three-year option to purchase up
      to
      6,000,000 shares of the Company’s common stock with exercise prices ranging from
      $.10 to $.20 per share. The Company valued the cost of these options at $89,256
      based upon the Black Scholes options pricing model and has reflected these
      as
      consulting expenses during the quarter ended March 31, 2007. In addition, upon
      the completion of the due diligence by the Company, the principals of Senergy
      are to be issued 500,000 of the Company’s common stock. The Company is in the
      process of renegotiating the above agreement for more favorable
      terms.





As
      of
      June 30, 2007, the Company had loaned $100,000 of the agreed $500,000 in
      Senergy. The Company terminated the agreement on February 28, 2008. The
      principals of Senergy have personally guaranteed repayment of the $100,000
      loan
      made by the Company to Senergy before the termination of the
      agreement.





*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% 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.




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.





F-17





**DCI
      USA, INC. AND SUBSIDIARIES**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**





**NOTE
      5 - STRATEGIC RELATIONSHIP AGREEMENT - (CONTINUED)**




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.





On
      August
      6, 2007 Bartram exercised its options to pay off the $70,000 principal amount
      promissory note the company holds by delivering 362,880 shares of the company,
      held by Bartram, by Henry Santorow, and Stehem Robinson. On August 15, 2007
      the
      shares where surrendered.





**NOTE
      6 - NOTES PAYABLE**





**Annual**
            
            
            **December
                31,**
            
            
            **December
                31,****interest
                rate**
            
            
            **2007**
            
            
            **2006**Short-term
            
            
            %Loan
                payable - Hypothicators (a)
            
            
            
            
            $
            -
            
            $
            400,000Loan
                payable - WGS (b)
            
            
            18%
            
            
            399,970
            
            
            -Long-termLoan
                payable - related party (c')
            
            
            6%
            
            
            1,335,761
            
            
            -Loan
                payable - officer (D)
            
            
            
            
            
            -
            
            
            -$
            1,735,731
            
            $
            400,000





(a) **** *HYPOTHECATORS.* **** In
      November 2004, the Company entered into an agreement with Norman Property LLC
      regarding the assignment to the Company of a promissory note payable to
      Hypothecators Mortgage Company (“Hypothecators”) totaling $400,000. Pursuant to
      the assignment agreement, the Company received $400,000 from Norman Property
      LLC. The promissory note accrues interest at the rate of 15% per annum and
      is
      due June 15, 2006. The note was extended to October 31, 2006. In the forth
      quarter and first quarter of 2007, the Company paid an amount of approximately
      $97,398 and $65,000, respectively. On December 31, 2007 Russull Brothers paid
      the remaining balance of the note which was $237,602 plus accrued interest
      of
      $11,601, thus the account payable to Russull Brothers on the Company's books
      was
      increased by these amounts. 231 NAPD which was the original signor of the note
      received a release from Hypothecators.





(b) **** *WGS* *.* On
      December 5, 2007, the Company and 231 Norman entered into a share acquisition
      option agreement with WGS, a public company in Israel in which Jonathan Ilan
      Ofir is a director. Pursuant to the agreement, WGS agreed to loan $1,000,000
      to
      the Company and 231 Norman. The aggregate principal amount, plus interest
      accruing at a rate of 1.5% per month, shall be due and payable six months from
      the closing of the agreement. As of December 31, 2007 and February 28, 2008,
      WGS
      had transferred $399,970 of the $1,000,000 loan to the Company. While the
      Company expected the balance of the loan to be transferred by December 31,
      2007,
      no such transfer occurred, and no additional funds are expected.





F-18





**DCI
      USA, INC. AND SUBSIDIARIES**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**





**NOTE
      6 - NOTES PAYABLE - (CONTINUED)**





Pursuant
      to this agreement, the Company granted WGS with the following:


i.
            An
                irrevocable option to purchase 100% of the Company’s issued and fully paid
                for share capital in Gunther. The aggregate purchase price to be
                paid by
                WGS to the Company upon exercise of such option shall be
                an amount equal to $2,450,000. The option is exercisable by WGS, in
                its sole and absolute discretion, for a period ending February 28,
                2008.


ii.
            On
                December 12, 2007, Norman LLC gave WGS a promissory note evidencing
                the
                loan, as well as an option to purchase units in the Company’s 231 Norman
                Avenue project at a price equal to 20% less than the then current
                market
                price for such units. The promissory note may be repaid, in whole
                or in
                part, at any time or from time to time upon ten days prior written
                notice
                to WSG. This option expired on December 5, 2007, as a result of WGS’s
                failure to advance the full principal amount of the
                loan.


iii.
            The
                Company gave WGS an option, at WGS’s discretion, to either purchase the
                30% membership interests the Company owns, through Norman LLC, in
                231 NAPD
                for the sum of $2,000,000, or to purchase the 100% ownership interest
                the
                Company has in Norman LLC, for the sum of $2,000,000. Each of these
                options expires on the later of either six months from November 28,
                2007,
                or the date on which the loan and any accrued interest is repaid.
                In
                connection with the sale of Gunther on April 23, 2008, WGS forfeited
                this
                option without payment from the
                Company.





As
      of
      December 31, 2007 WGS only transferred $399,970 of the $1,000,000, as such
      WGS
      is not eligible for any one of the above options.





(c) *RUSSULL
      BROTHERS.* **** In
      March
      2005, the Company issued a promissory note totaling $100,000 to NY2K, Inc.
      The
      note was assigned by NY2K, Inc. to Russull Brothers. 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 Russull Brothers, 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 Russull Brothers rescinded the cancellation of the Company's
      $100,000 Note and issuance of 2,000,000 shares of Common Stock. In July 2006,
      the Company and Russull Brothers entered into an agreement whereby the note
      owed
      to Russull Brothers was cancelled in consideration for the Company’s issuance of
      2,000,000 shares of its restricted common stock to Russull Brothers.





On
      November 14, 2007, Jonathan Ofir assigned to Russull Brothers an aggregate
      principal amount of $1,078,317 plus accrued interest of $19,868 relating to
      a
      series of loans Ofir made to the Company. In addition, Russull Brothers assumed
      the Company's obligation to Hypothecators in the amount of $249,203. As of
      December 31, 2007, the Company owes $1,335,761 in principal and accrued interest
      relating to the loans.





On
      April
      20, 2008 the Company and Russull Brothers executed a loan agreement. Pursuant
      to
      the loan agreement the Company’s debt to Russull Brothers, which amounted to
      $1,335,761 on December 31, 2007, is payable upon demand and will accrue interest
      at an annual rate of 6%. Interest may, at the Company’s option, be paid, no
      later than the tenth business day of January, or added to the principal
      outstanding amount of the Company’s debt to Russull Brothers.





F-19




**DCI
      USA, INC. AND SUBSIDIARIES**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**





**NOTE
      6 - NOTES PAYABLE - (CONTINUED)**





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




**NOTE
      7 - CONVERTIBLE NOTES AND CONVERTIBLE DEBENTURES**





**Annual**
                **interest
                  rate**
            
            
            **December
                31,**
                **2007**
            
            
            **December
                31,**
                **2006**%Convertible
                notes (a)
            
            
            10%
            
            $
            465,000
            
            $
            465,000Convertible
                debentures (b)
            
            
            8%
            
            
            200,000
            
            
            600,000Convertible
                debentures - related parties (b)
            
            
            8%
            
            
            400,000
            
            
            -$
            1,065,000
            
            $
            1,065,000





*(a)
      CONVERTIBLE NOTES.* In
      October 2006, the Company initiated a convertible note offering whereby the
      Company would issue up to $1,300,000 of convertible notes. The notes incur
      interest at the rate of 10% per annum, payable quarterly, and are due November
      25, 2007. The notes can be converted at anytime at the option of the note holder
      at a conversion price of $.05 per share, plus an adjustment based upon the
      profitability of 231NAPD. The Company can force conversion of the notes anytime
      the shares are registered and the average computed market price is greater
      than
      250% of the conversion price. The Company measured for a beneficial conversion
      feature on the date of issuance and on December 31, 2006 and determined there
      to
      be no beneficial conversion feature on those dates. Since the conversion price
      can vary over time based on the profitability of Norman Property LLC, the
      Company is required to determine whether a beneficial conversion feature exists
      for each reporting period the notes are outstanding. The Company did not make
      the quarterly payments of December 31, 2006 and of March 31, 2007 of interest
      timely, causing a default on the notes. However, such interest payments were
      made during January and May, 2007, respectively.





None
      of
      the note holders has notified the Company of their intention to exert any of
      their rights regarding this default. Interest payments for June, September
      and
      December 2007 were made in a timely manner. Accordingly, the Company is current
      on its payments.





On
      November 25, 2007, an aggregate of $465,000 in principal and $725 in accrued
      interest became due and payable on the convertible notes. As of the date of
      this
      report, none of the noteholders has notified the Company of their intention
      to
      enforce any of their rights regarding this default. Notwithstanding, the failure
      by the Company to make such payments constitutes an event of default pursuant
      to
      the terms of the 10% Convertible Notes. As an event of default has occurred,
      the
      interest rate increases to 12% per annum on the outstanding principal and any
      overdue interest payment on each of the 10% Convertible Notes. In addition,
      any
      noteholder representing 25% or more of the aggregate principal amount of the
      note, may at their option and upon written notice, declare the principal and
      any
      accrued interest thereon be due and payable immediately. The Company is
      currently negotiating with the noteholders to extend the maturity date of the
      10% Convertible Notes, and it is expected to be paid in full
      shortly.





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




F-20




**DCI
      USA, INC. AND SUBSIDIARIES**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**





**NOTE
      7 - CONVERTIBLE NOTES AND CONVERTIBLE DEBENTURES
      -(CONTINUED)**




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





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





On
      November 1, 2006, four parties acquired the debentures in the principal amount
      of $250,000 and $236,500, with interest accrued to that date, (the “Debentures”)
      previously held by Cornell Capital Partners LP (“Cornell”). Concurrently with
      such acquisitions the Company and such individuals entered into a Debenture
      Modification Agreement wherein the parties modified certain terms of the
      Debentures. Specifically, the parties agreed that the Debentures will no longer
      be secured by a lien on any of the Company’s assets, that the due date of the
      Debentures shall be June 4, 2007, and that the interest rate on the Debentures
      shall be eight percent (8%) per annum until the due date, and paid at the due
      date, increasing to fourteen (14%) per annum until such time as the Debentures
      are paid in full. At September 30, 2007, there was $600,000 outstanding on
      the
      Debentures. The agreement was amended to extend the due date to December 31,
      2007.





As
      of
      December 31, 2007, four outstanding convertible debentures, amounting in the
      aggregate to $600,000, plus accrued interest of approximately $64,734 thereon,
      became due and payable. As of December 31, 2007, two of the Debentures,
      amounting in the aggregate to $200,000, were amended to extend the maturity
      date
      to April 15, 2008. These Debentures are currently in default, but it is expected
      that they will be paid in full shortly. The other two Debentures, amounting
      in
      the aggregate to $400,000, which were assigned to Russull Brothers, the majority
      shareholder of the Company as of December 31, 2007, were extended to April
      30,
      2008.





F-21




**DCI
      USA, INC. AND SUBSIDIARIES**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**





**NOTE
      7 - CONVERTIBLE NOTES AND CONVERTIBLE DEBENTURES
      -(CONTINUED)**





(c) *PROMISSORY
      NOTE FROM OFFICER.* **** As
      of
      March 1, 2006, Jonathan Ilan Ofir agreed to lend the Company us up to $300,000
      on a revolving credit basis until March 1, 2008 and the Company issued to Mr.
      Ofir as of March 1, 2006 a convertible promissory note in the principal amount
      of up to $300,000, the form of which note (the "Ofir Note"). The maximum amount
      which may be outstanding under the Ofir Note at any given time is not permitted
      to exceed $300,000 and the Company may prepay all or part of the outstanding
      balance under the Ofir Note upon five business days' notice to Mr. Ofir. The
      principal and accrued interest outstanding under the Ofir Note are due and
      payable on March 1, 2008 and are convertible at any time at the option of Mr.
      Ofir into shares of the Company’s common stock at the conversion price of $0.05
      per share. Interest accrues at the rate of 8% per annum. The Company believes
      that the issuance of the Ofir Note, and the issuance of the shares of the
      Company’s common stock upon conversion of the Ofir Note, was and will be exempt
      from registration pursuant to Section 4(2) the Securities Act of 1933, as
      amended.





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





(d) *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. In June 2006, The Company and Cornell
      agreed to terminate the agreement.





**NOTE
      8 - LONG-TERM BANK LOAN**





On
      March
      5, 2007, Gunther obtained a $1,500,000 bank loan from Bank Hapoalim, Ltd.,
      which
      matured on January 3, 2015. The bank loan bears interest at the Israeli prime
      rate plus 2% per annum. Principal and interest payments on the bank loan are
      due
      quarterly. Classified by linkage terms and interest rates, the total amount
      of
      the loan is as follows:





**Annual**interest
                rate
            
            
            **December
                  31,**2007
            
            
            **December
                  31,**2006**%
                (*)**Bank
                Loan
            
            
            Israeli
                Prime + 2%
            
            $
            1,536,000
            
            $
            -Less-
                current maturities
            
            
            
            
            
            (165,000
            )Long-Term
                portion
            
            
            
            
            $
            1,371,000
            
            $
            -





F-22


**DCI
      USA, INC. AND SUBSIDIARIES**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**





**NOTE
      8 - LONG-TERM BANK LOAN - (CONTINUED)**





The
                loans mature in the following years subsequent to the balance sheet
                dates:First
                year (current maturities)
            
            $
            177,5872009
            
            
            191,3682010
            
            
            205,9282011
            
            
            222,0492012
            
            
            574,068$
            1,371,000





**NOTE
      9 - STOCKHOLDERS' EQUITY**





*PREFERRED
      STOCK.* **** On
      December 6, 2004, upon the execution of the Standby Equity Distribution
      agreement with Cornell the Company issued 200,000 shares of Series A Preferred
      Stock to Cornell 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 the Company’s 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 the Company’s
      common stock as quoted by Bloomberg L.P. for 20 trading days immediately
      preceding the conversion notice date.




The
      Company issued these shares pursuant to an agreement (the "Waiver Agreement"),
      dated as of June 2, 2006, between the Company and Cornell, which provided for
      the waiver by Cornell of certain defaults under the $250,000 principal amount
      Debentures (each a "Debenture") which the Company had issued to Cornell in
      each
      of December 2004 and February 2005, and under the documents related to such
      Debentures. Pursuant to the Waiver Agreement, Cornell became obligated to cancel
      the 200,000 shares of the Company’s Series A Preferred Stock ("Preferred Stock")
      which the Company had issued to Cornell in December 2004 as a commitment fee
      under the Standby Equity Distribution Agreement, dated December 13, 2004,
      between the Company and Cornell. In return, the Company became obligated to
      issue to Cornell 1,500,000 shares of its Common Stock and grant to Cornell
      a put
      option to sell such 1,500,000 shares back to the Company at the price of seven
      and one-half cents ($0.075) per share. The put option has a duration of three
      years and may be exercisable by Cornell at any time. As a result of Cornell
      being able to require the Company to repurchase the shares, as of December
      31,
      2006 the Company has reflected the amount of the repurchase as a liability
      on
      the Company’s balance sheet as amount due on option to repurchase common stock.
      Under the Waiver Agreement, the Company also agreed that the interest rate
      under
      the Debentures would be raised from 8% to 12% per annum, retroactive to the
      original dates as of which the Debentures were issued. In addition, subject
      to
      the Company’s compliance with the terms of the Waiver Agreement, Cornell agreed
      that, until November 2, 2006, it would (i) not convert any additional amount
      of
      the Debentures into shares of our Common Stock, and (ii) forebear from
      exercising its rights and remedies under the Debentures and the related
      documents.





F-23





**DCI
      USA, INC. AND SUBSIDIARIES**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**





**NOTE
      9 - STOCKHOLDERS' EQUITY - (CONTINUED)**





On
      July
      28, 2006, the Company issued 1,350,000 restricted shares of its Common Stock
      to
      Cornell and 150,000 restricted shares of its Common Stock to an individual
      designee of Cornell. The certificates representing such shares were dated as
      of
      June 20, 2006. The Company believes such issuances were exempt from registration
      under Section 4(2) of the Securities Act of 1933, as amended. As of June 30,
      2007 Cornell sold all of its shares to third parties has no outstanding put
      option.





*ADDITIONAL
      ISSUANCES OF COMMON STOCK.* **** In
      September 2006, the Company sold 6,000,000 shares of its common stock to
      Jonathan Rigbi, Chief Finance Officer for $.05 per share.





In
      June
      2007, the Company issued 625,000 shares of its common stock for $.20 per share
      to two purchasers.





On
      October 29, 2007 the Company issued 1,000,000 shares of common stock to one
      of
      the Company’s Directors in consideration for past service such Director has
      rendered to the Company in the year 2007. The shares of Common Stock, upon
      their
      issuance, shall be validly issued, fully paid, and non-assessable.





The
      Company measured the compensation cost from share-based payment based on the
      share’s quote at the day of the transaction, to a total of $47,000.





*ASSIGNMENT
      OF SHARES OF MAJOR SHAREHOLDER.* **** As
      of
      March 24, 2006, the former Chairman and Director, Jonathan Ilan Ofir (“Mr.
      Ofir”) acquired 28,350,000 shares of the Company’s Common Stock from Uri Rosin
      and Gunther Frantz, Ltd. ("Gunther Frantz") pursuant to an Assignment and
      Assumption of contract ("Assignment and Assumption of Contract") whereby Mr.
      Ofir assumed the obligations of Mr. Rosin and Gunther 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 had been held by Mr. Rosin and Gunther Frantz, the former controlling
      shareholders of Direct Capital. Pursuant to the Share Sale Agreement. Mr. Rosin
      and Gunther 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 the Company’s Common Stock still held by
      Direct Capital, (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).




See
      note
      1 for the Russull Brothers transactions.





**NOTE
      10 - RELATED PARTY TRANSACTIONS**





Interest
      income for the years ended December 31, 2007 and 2006 in amounts of
      approximately $15,000 and $130,000, respectively, earned from notes receivable
      from related parties. Interest expenses for the years ended December 31, 2007
      and 2006 in amounts of approximately $29,000 and $10,000, respectively. The
      Company believes that the transactions set forth above were made on terms no
      less favorable to us than could have been obtained from unaffiliated third
      parties. In addition, we intend that all such transactions be on terms no less
      favorable to us than could be obtained from unaffiliated third
      parties.





F-24




**DCI
      USA, INC. AND SUBSIDIARIES**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**





**NOTE
      11 INCOME TAXES**





*Domestic
      (US):*


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, 2007, the Company had approximately $2,114,000 of net operating
      loss carryforwards to offset future taxable income for both federal and state
      income tax purposes, expiring in various years through 2027 for federal purposes
      and 2012 for state purposes. The Company has reported a valuation allowance
      of
      approximately $717,000. The valuation allowance account increased during the
      year ended December 31, 2007 by $203,000.




Deferred
      income taxes (benefit) reflect the tax effects of temporary differences between
      the carrying amounts of assets and liabilities for financial reporting purposes
      and the amounts used for income tax purposes, and the tax effects of net
      operating losses that are available to offset future taxable
      income.





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




Year
                Ended December 31,2007
            
            
            2006U.S.
                Statutory Rate
            
            
            34
            %
            
            34
            %State
                income taxes
            
            
            9
            %
            
            9
            %Valuation
                allowance
            
            
            -43
            %
            
            -43
            %0
            %
            
            0
            %




Significant
      components of the Company’s net deferred tax assets are as follows:





**December
                31,**
            
            
            **December
                31,****2007**
            
            
            **2006**Deferred
                tax assets:Net
                operating loss carryforwards
            
            $
            908,985
            
            $
            514,710Total
                deferred tax assets
            
            
            908,985
            
            
            514,710Deferred
                liabilities
            
            
            -Total
                deferred tax liabilities
            
            
            -
            
            
            -Valuation
                allowance for net deferred tax assets
            
            
            (716,964
            )
            
            (514,710
            )Net
                deferred tax assets
            
            $
            192,021
            
            $
            -Current
                asset
            
            
            173,693Long
                term asset
            
            
            18,328Net
                deferred tax assets
            
            $
            192,021
            
            $
            -




F-25




**DCI
      USA, INC. AND SUBSIDIARIES**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**





**NOTE
      11 INCOME TAXES - (CONTINUED)**





*Foreign
      (Israel):*


The
      Company and its Israeli subsidiary have accumulated losses for Israel income
      tax
      purposes as of December 31, 2007, in the amount of approximately $153,000.
      These
      losses may be carryforward (linked to the Israeli Consumer Price Index (“CPI”))
      and offset against taxable income in the future for an indefinite
      period.





Reduction
      in corporate tax rate: In June 2004, an amendment to the Income Tax Ordinance
      (No. 140 and Temporary Provision), 2004 was passed by the “Knesset” (Israeli
      parliament) and on July 25, 2005, another law was passed, the amendment to
      the
      Income Tax Ordinance (No. 147) 2005, according to which the corporate tax rate
      is to be progressively reduced to the following tax rates: 2004 - 35%, 2005
      -
      34%, 2006 - 31%, 2007 - 29%, 2008 - 27%, 2009 - 26%, 2010 and thereafter -
      25%.





**NOTE
      12 - COMMITMENTS AND CONTINGENCIES**




The
      Company currently maintains its corporate offices at 231 Norman Avenue,
      Brooklyn, New York 11222. The Company does not have a lease for this property
      and do not pay rent for this space as they have 30% interest in the property
      at
      this address.





**NOTE
      13 - SUBSEQUENT EVENTS**





On
      February 27, 2008, Russull Brothers purchased all 3,150,000 shares of the
      Company’s common stock owned by Direct Capital, for an aggregate purchase price
      of $130,000. The transaction was effected pursuant to a verbal agreement between
      Direct Capital and Russull Brothers. As of April 8, 2008, Russull Brothers
      owned
      an aggregate of 40,687,997 shares representing 76.10% of the Company’s issued
      and outstanding common stock.




On
      April
      23, 2008, the Company, Gunther, and Tobias Jewelry Ltd., an Israeli corporation
      (“Tobias”), executed a share sale agreement, pursuant to which Tobias agreed to
      purchase all of the share capital of Gunther. In consideration therefore, Tobias
      agreed to pay the Company $2,607,000, of which (i) $1,250,350 plus applicable
      value added taxes Tobias agreed to pay to the Company at closing (the “Cash
      Consideration”), and (ii) $1,356,650, the amount of Gunther’s pre-existing debt
      to the Company, Tobias agreed to lend to Gunther at closing. Tobias also agreed
      to make two additional loans to Gunther, one in the amount of $355,000, and
      a
      second loan in the amount of $30,000. The transactions contemplated by the
      agreement were consummated on April 28, 2008. Pursuant to the Agreement, Tobias
      paid $777,549 to the Company, on behalf of the Company, Tobias paid $472,801
      WGS
      in full satisfaction of the Company’s pre-existing debt to WGS. Tobias also
      loaned $684,650 to Gunther, which funds were paid directly to the Company in
      partial satisfaction of Gunther’s pre-existing debts to the Company. Tobias also
      agreed to lend Gunther $672,000, the remaining outstanding balance of Gunther’s
      debts to the Company, on or before April 21, 2009, at which time Gunther is
      obligated, pursuant to the agreement, to repay the entire remaining outstanding
      balance of its debt to the Company. Twenty-five percent of Gunther’s outstanding
      share capital will be held in escrow in order to secure repayment of the balance
      of Gunther’s debt to the Company. The remaining seventy-five percent of
      Gunther’s share capital was transferred to Tobias on or about April 28, 2008.
      Pursuant to the agreement, Tobias also loaned Gunther $355,000, an amount equal
      to the outstanding portion of Gunther’s pre-existing commitment to invest in
      Green Wind Energy Ltd., and $30,000, an amount equal to Gunther’s outstanding
      obligations to its suppliers.





The
      Consideration amount that was paid by Tobias to WGS was in amount of $472,801
      however the Company’s liability to WGS as of the payment day was $435,584, as
      such WGS committed to transfer $37,217 to the Company.




F-26
 
 **Item
          9.**  **Changes
          in and Disagreements with Accountants on Accounting and Financial
          Disclosure.**
 
 None.
  **Item
          9A. Controls and Procedures**
 
 Under
          the
          supervision and with the participation of our management, including our
          Chief
          Executive Officer and Chief Financial Officer, we evaluated the effectiveness
          of
          our disclosure controls and procedures (as defined in
          Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of
          December 31, 2007. Based upon that evaluation, our Chief Executive Officer
          and Chief Financial Officer concluded that our disclosure controls and
          procedures were effective as of December 31, 2007.
  There
          has
          not been any change in our internal control over financial reporting (as
          defined
          in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during
          the year ended December 31, 2007 that has materially affected, or is
          reasonably likely to materially affect, our internal control over financial
          reporting.
 
 **Item
          9A(T).**  **Controls
          and Procedures.**
 
 Management’s
          Annual Report on Internal Control Over Financial Reporting
  The
          Company’s management is responsible for establishing and maintaining adequate
          internal control over financial reporting (as defined in Exchange Act Rules
          13a-15(f) and 15d-15(f)). Because of its inherent limitations, internal
          control
          over financial reporting may not prevent or detect misstatements. Also,
          projections of any evaluation of effectiveness to future periods are subject
          to
          the risk that controls may become inadequate because of changes in conditions,
          or that the degree of compliance with the policies or procedures may
          deteriorate. The Company’s internal control over financial reporting is a
          process designed under the supervision of the Company’s principal executive
          officer and principal financial officer to provide reasonable assurance
          regarding the reliability of financial reporting and the preparation of
          the
          Company’s financial statements for external reporting purposes in accordance
          with accounting principles generally accepted in the United States of
          America.
  The
          Company’s management, with oversight and input from the Company’s Chief
          Executive Officer and Chief Financial Officer, conducted an assessment
          of the
          effectiveness of the Company’s internal control over financial reporting as of
          December 31, 2007. The Company’s management based its assessment on the
          framework in Internal Control - Integrated Framework issued by the Committee
          of
          Sponsoring Organizations of the Treadway Commission. Based on its evaluation
          under that framework, the Company’s management concluded that the Company’s
          internal control over financial reporting was effective as of December
          31, 2007.
          I don’t understand how the company can make such a declaration - please provide
          the report they issued
  This
          annual report does not include an attestation report of the Company’s registered
          public accounting firm regarding internal control over financial reporting.
          The
          Company’s management’s report was not subject to attestation by the Company’s
          registered public accounting firm pursuant to temporary rules of the Securities
          and Exchange Commission that permit the Company to provide only it’s
          management’s report in this annual report.
 
 During
          the year ended December 31, 2007, there was no change in our internal
          control over financial reporting that has materially affected, or is reasonably
          likely to materially affect our internal control over financial reporting.
 
 **Item
          9B.**  **Other
          Information.**
 
 None.
 
 16
  **PART
          III**
 
 **Item
          10.**   **Directors,
          Executive Officers and Corporate Governance.**
 
 ***Directors
          and Executive Officers***
 
 The
          following table sets forth certain information regarding the members of
          our
          board of directors and our executive officers:
 Name
                      of Individual
                  
                  Age
                  
                  Position
                      with the CompanyOfer
                      Arbib
                  
                  43
                  
                  Chairman
                      of the Board of Directors, President and Chief Executive
                      OfficerJonathan
                      Rigbi
                  
                  63
                  
                  Chief
                      Financial OfficerAdam
                      T. Ofek
                  
                  45
                  
                  SecretaryGregory
                      Bitterman
                  
                  48
                  
                  DirectorSeth
                      Yakatan
                  
                  36
                  
                  DirectorSam
                      Sassoun
                  
                  40
                  
                  DirectorReuven
                      Narboni
                  
                  49
                  
                  Director
 
 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.
  **Ofer
          Arbib** - Mr.
          Arbib has been serving as the Chairman of the Company’s Board of Directors since
          November 24, 2007 and as its President and Chief Executive Officer since
          January
          22, 2008. Between
          January 2001 and September 2001, Mr. Arbib was a director of Casaclick
          SpA, a
          Pirelli RE company located in Italy. From October 2001 to December 2003,
          Ofer
          Arbib was a director with Elitrade SRL, an Italian real estate advisory
          company
          which values and sells real estate portfolios for banks and private companies.
          In 2004, Elitrade became the exclusive representative of Colliers International
          in Italy. Ofer Arbib is currently the sole officer and director of TSSS,
          Inc.,
          the majority stockholder of the Company.
 
 **Jonathan
          Rigbi** - Mr.
          Rigbi served as the Company's Controller from April 2005 to April 26, 2007,
          when
          he was appointed as the Company’s Chief Financial Officer. Mr. Rigbi has served
          as the CEO of Power Equity, LLC, a company involved in buying, renovating
          and
          selling homes and buildings in the New York City metropolitan area, since
          September 2000. Before April 2000 he resided in Israel and served as the
          CEO of
          a large development and construction company and as V-P and CEO of various
          marketing, construction and manufacturing companies. Mr. Rigbi holds a
          master’s
          degree in business administration from UCLA and a bachelor’s degree in economics
          from the Hebrew University in Jerusalem.
 
 **Adam
          T. Ofek -**  Mr.
          Ofek
          has served as the Company’s secretary since January 10, 2008. Mr. Ofek served as
          a director of the Company from November 9, 2004 to March 11, 2005, and
          again
          from June 21, 2007 to November 21, 2007. Mr. Ofek has been serving as the
          Chief
          Executive Officer of SE Brickell Holding Ltd., a merchant banking boutique
          firm,
          since November 1996, as Senior Vice President of Sovereign Assets Ltd.
          since
          December 2006, and as a director of Nova Star Fund Management since February
          2007. Mr. Ofek served as the President, the Chief Financial Officer, and
          a
          director of the Company from November 2004 until February 2005. From February
          2004 to November 2004, Mr. Ofek served as President, Chief Financial Officer
          and
          a director of Technoprises Ltd., an Israeli company which filed bankruptcy
          under
          Israeli law.
 
 **Gregory
          Bitterman** - Mr.
          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 since 1992,
          where
          he focuses on plaintiff litigation. 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 -** Mr.
          Yakatan, a director of the Company since February 2005. Mr. Yakatan worked
          with
          Union Bank of California, N.A., in the media and telecommunications group
          from
          June 1996 until April 2001. While there he completed numerous debt financings
          while placing subordinated debt and private equity into several portfolio
          companies on behalf of the bank. Since April 2001 as a Co-Founder of Kaman,
          Mr.
          Yakatan has successfully managed sell-side M&A engagements for companies in
          the Life Sciences. Mr. Yakatan holds a MBA in Finance from the University
          of
          California, Irvine and a BA in History and Public Affairs from the University
          of
          Denver. Mr. Yukatan is a member of our audit committee.
 
 17
 **Sam
          Sassoun** - Mr.
          Sassoun has been a director of the Company since February 18, 2008.
 
 Marc
          Narboni - Mr. Narboni has been a director of the Company since February
          11,
          2005. Previously, he, studied Talmudic law at a yeshiva in Jerusalem from
          March
          2000 through September 2001. From April 2001 until present Marc has served
          as
          co-founder and Chief Executive Officer of Einsof capital, an investment
          company
          which invests in real estate and equities. He also holds a BA in hotel
          and
          business management. Mr. Narboni is a member of our audit
          committee.
  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. There is no family relationship among the above directors and
          officers.
  None
          of
          our directors, officers, affiliates or promoters have, within the past
          five
          years, filed any bankruptcy petition, been convicted in or been the subject
          of
          any pending criminal proceedings, or is the subject or any order, judgment
          or
          decree involving the violation of any state or federal securities
          laws.
 
 **Auditors;
          Audit Committee Financial Expert**
 
 Arik
          Eshel, CPA & Assoc, PC, an independent registered public accounting firm, is
          our auditor.
 
 Our
          Audit
          Committee consists of the following members: Messrs. Bitterman, Yakatan
          and
          Sassoun. Mr. Yakatan is our audit committee financial expert.
  **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, 2007, not
          all 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.
 
 **Involvement
          in Certain Legal Proceedings**
 
 There
          are
          no legal proceedings that have occurred within the past five years concerning
          our directors, or control persons which involved a criminal conviction,
          a
          criminal proceeding, an administrative or civil proceeding limiting one's
          participation in the securities or banking industries, or a finding of
          securities or commodities law violations.
 
 **Item
          11. Executive Compensation.**
  Summary
          Compensation.
 
 Except
          as
          part of those salary arrangements that include pension plans provided through
          third parties, we have no pension, health, annuity, bonus, insurance, equity
          incentive, non-equity incentive, stock options, profit sharing or similar
          benefit plans.
 
 18
 The
          following table sets forth information concerning the compensation paid
          or
          earned during the fiscal years ended December 31, 2007 and 2006 for services
          rendered to our Company in all capacities by the following persons:
 (i)
                all
                    individuals who served as the principal executive officer or
                    acting in a
                    similar capacity during the fiscal year ended December 31, 2007,
                    regardless of compensation level;
 (ii)
                all
                    individuals who served as officers at December 31, 2007 and whose
                    total
                    compensation during the fiscal year ended December 31, 2007 exceeded
                    $100,000; and
 (iii)
                up
                    to two additional individuals who served as officers during the
                    fiscal
                    year ended December 31, 2006 and whose total compensation during
                    the
                    fiscal year ended December 31, 2007 exceeded $100,000, regardless
                    of
                    whether they were serving as officers at the end of such fiscal
                    year.
  SUMMARY
          COMPENSATION TABLE
  Name
                  and
                  Principal
                  Position
                  (a)
                Year
                  (b)
                Salary
                  ($)
                  I
                Bonus
                  ($)
                  (d)
                Stock
                  Awards
                  ($)
                  (e)
                Option
                  Awards
                  ($)
                  (f)
                Non-Equity
                  Incentive
                    Plan
                  Compensation
                  ($)
                  (g)
                Change
                    in
                  Pension
                    Value
                  and
                  Nonqualified
                  Deferred
                  Compensation
                  Earnings
                  ($)
                  (h)
                All
                    Other
                  Compensation
                  ($)
                  (i)
                Total
                  ($)
                  (j)Marc
                    Narboni(1)
                2007
                  2006
                10,000
                  0
                0
                  0
                1,000,000
                  0
                0
                  0
                0
                  0
                0
                  0
                0
                  0
                10,000
                  0Jonathan
                    Rigbi(2)
                2007
                  2006
                61,000
                  20,000
                0
                  0
                0
                  0
                0
                  0
                0
                  0
                0
                  0
                0
                  0
                61,000
                  20,000Jonathan
                    Ilan Ofir(3)
                2007
                  2006
                5,000
                  30,000
                0
                  0
                0
                  0
                0
                  0
                0
                  0
                0
                  0
                0
                  0
                5,000
                  30,000Micheal
                    Gibbs(4)
                2007
                  2006
                0
                  0
                0
                  0
                0
                  0
                0
                  0
                0
                  0
                0
                  0
                0
                  0
                0
                  0David
                    Rothstein(5)
                2007
                  2006
                0
                  0
                
                
                
                
                
                
                0
                  0
 (1)
                Marc
                    Narboni, was the Company’s Chief Executive Officer from November 11, 2007
                    through January 22, 2008. Pursuant to a verbal agreement, Mr.
                    Narboni
                    received compensation in the amount of $5,000 per month for the
                    first two
                    months of his employment as CEO and did not receive any additional
                    compensation from the Company. Mr. Narboni was issued 1,000,000
                    shares in
                    consideration for services
                    provided.
 (2)
                Jonathan
                    Rigbi is the Company’s Chief Financial
                    Officer.
 (3)
                Jonathan
                    Ilan Ofir was the Company’s Chairman and Chief Executive Officer from
                    March 11, 2005 to June 21, 2007. Jonathan Ilan Ofir entered into
                    a
                    contract of employment with us as of July 2006 pursuant to which
                    he
                    received $5,000 per month.
 (4)
                Michael
                    Gibbs was a director of the Company until March 11, 2005 when
                    he resigned
                    and became the Chief Financial Officer of the Company. Pursuant
                    to an oral
                    agreement, Mr. Gibbs was paid $2,000 per month for his services.
                    Mr.
                    Gibbs’ resigned as the Company’s Chief Financial Officer effective March
                    31, 2007.
 (5)
                David
                    Rothstein was the Company’s Interim Chief Executive Officer from June 21,
                    2007 through September 25, 2007.
 
 **Incentive
          Plans**
  We
          have
          not adopted any stock option or incentive plans.
  19
 **Aggregated
          Option Exercises in Last Fiscal Year and Fiscal Year-End Option Values**
 
 During
          2007, none of our officers or directors exercised any options to purchase
          shares
          of Common Stock. Jonathan Ilan Ofir held certain stock options as of December
          31, 2006. The following table sets forth, for our officers and directors,
          the
          number and value of vested and unvested options held as of December 31,
          2006 and
          the value of any in-the-money stock options, vested and unvested, as of
          such
          date.
 
 The
          last
          sale price of the Common Stock was $0.03 on April 8, 2008.
  **Employment
          Agreements.**
 
 Jonathan
          Ilan Ofir entered a contract of employment with us as of July 2006, receiving
          $5,000 per month pursuant to its terms. The contract is no longer in effect.
          By
          verbal agreement with the Company, Jonathan Rigbi was supposed to receive
          $7,000
          per month since January 1, 2007 as compensation for his services.
 
 **Compensation
          of Directors**
 
 The
          following table sets forth certain information regarding the compensation
          paid
          to our Directors during the fiscal year ended December 31,
          2007:
 
 **Director
                    Compensation****Name**
                **Fees
                    earned or paid in cash**
                **Stock
                    awards**
                **Option
                    awards**
                **Non-equity
                    incentive plan**
                **Nonqualified
                    deferred**
                **All
                    other compensation**
                **Total****($)**
                **($)**
                **($)**
                **compensation**
                **compensation
                    earnings**
                **($)**
                **($)****($)**
                **($)**(a)
                (b)
                (c)
                (d)
                (e)
                (f)
                (g)
                (h)Reuven
                    Narboni
                $10,000
                1,000,000
                0
                0
                0
                0
                $10,000
  In
            October, 2007, Mr. Narboni was awarded 1,000,000 shares of common stock
            for
            services rendered.
  **Item
          12. Security Ownership of Certain Beneficial Owners and Management and
          Related
          Stockholder Matters.**
  The
          following table lists the number of shares of common stock of our Company
          that
          are beneficially owned by (i) each person or entity known to our Company
          to be
          the beneficial owner of more than 5% of the outstanding common stock; (ii)
          each
          officer and director of our Company; and (iii) all officers and directors
          as a
          group. Information relating to beneficial ownership of common stock by
          our
          principal shareholders and management is based upon information furnished
          by
          each person using “beneficial ownership” concepts under the rules of the
          Securities and Exchange Commission. Under these rules, a person is deemed
          to be
          a beneficial owner of a security if that person has or shares voting power,
          which includes the power to vote or direct the voting of the security,
          or
          investment power, which includes the power to vote or direct the voting
          of the
          security. The person is also deemed to be a beneficial owner of any security
          of
          which that person has a right to acquire beneficial ownership within 60
          days.
          Under the Securities and Exchange Commission rules, more than one person
          may be
          deemed to be a beneficial owner of the same securities, and a person may
          be
          deemed to be a beneficial owner of securities as to which he or she may
          not have
          any pecuniary beneficial interest. Except as noted below, each person has
          sole
          voting and investment power.
 
 20
 The
          percentages below are calculated based on 53,464,557 shares of our common
          stock
          issued and outstanding as of April 8, 2008. We do not have any outstanding
          options, warrants or other securities exercisable for or convertible into
          shares
          of our common stock. Unless otherwise indicated, the address of each person
          listed is c/o DCI USA, Inc., 231 Norman Avenue, Brooklyn, New York 11222.
  **Officers,
                    Directors**
                  **and
                    5% Stockholders**
                
                **Title
                    of Class**
                
                **No.
                    of Shares**
                
                **Percentage
                    Ownership**TSSS,
                    Inc.
                
                
                Common
                
                
                40,687,997
                
                
                76.10%Ofer
                    Arbib(1)
                
                
                Common
                
                
                -0-
                
                
                %Jonathan
                    Rigbi
                
                
                Common
                
                
                -0-
                
                
                %Adam
                    T. Ofek
                
                
                Common
                
                
                -0-
                
                
                %Gregory
                    Bitterman
                
                
                Common
                
                
                -0-
                
                
                %Seth
                    Yakatan
                
                
                Common
                
                
                -0-
                
                
                %Sam
                    Sassoun
                
                
                Common
                
                
                -0-
                
                
                %Paget
                    Worldwide Holdings
                
                
                Common
                
                
                4,000,000
                
                
                7.48%Mark
                    Narboni
                
                
                Common
                
                
                1,000,000
                
                
                Less
                    than 1%All
                    directors and executive officers as a group (6 persons)
                
                
                common
                
                
                41,687,997
                
                
                77.97%
 (1)  Ofer
          Arbib, the Company’s President, Chief Executive Officer, Director and Chairman,
          is also the sole officer and director of TSSS, Inc. Accordingly, through
          TSSS,
          Mr. Arbib beneficially owns 40,687,997 shares of the Company’s common stock.
  **Item
          13. Certain Relationships and Related Transactions, and Director
          Independence.**
 
 On
          February 27, 2008, Russull Brothers purchased all 3,150,000 shares of the
          Company’s common stock owned by Direct Capital Investments, Ltd., for an
          aggregate purchase price of $130,000. On April 20, 2008 the Company and
          Russull
          Brothers, Inc., a Delaware corporation formerly known as TSSS, Inc. and
          the
          holder of approximately 76.10% of our outstanding common stock as of April
          8,
          2008, executed a loan agreement. Pursuant to the loan agreement the Company’s
          debt to Russull Brothers, which amounted to $1,335,761 on December 31,
          2007, is
          payable upon demand and will accrue interest at an annual rate of 6%. Interest
          may, at the Company’s option, be paid, no later than the tenth business day of
          January, or added to the principal outstanding amount of the Company’s debt to
          Russull Brothers. Ofer Arbib, the Company’s current President, Chief Executive
          Officer, director and Chairman, is the sole officer and director of Russull
          Brothers.
 
 On
          December 18, 2007, the Company and Norman LLC entered into a Loan Agreement
          with
          WGS contemplating a loan by WGS to the Company in the aggregate principal
          amount
          of $1,000,000. WGS is a public company in Israel in which Jonathan Ilan
          Ofir is
          a director. Mr. Ofir is a former officer, director, and majority shareholder
          of
          the Company. As of December 12, 2007, WGS had transferred $399,970 of the
          $1
          million loan to the Company. While the Company expected the balance of
          the loan
          to be transferred by December 31, 2007, no such transfer occurred, and
          no
          additional funds are expected. Accordingly, the Loan Agreement and promissory
          note executed in connection with the Loan Agreement are in the process
          of being
          amended to reflect, among other things, the correct loan amount of $399,970
          rather than the $1,000,000 originally stated.
 
 21
 On
          November 14, 2007, Russull Brothers entered into a Purchase Agreement with
          Jonathan Ilan Ofir, a former officer, director and majority shareholder
          of the
          Company, and Jonathan Rigbi, the Company’s Chief Financial Officer, to purchase
          all of the shares of the Company’s common stock owned by Messrs. Ofir and Rigbi.
          Pursuant to the agreement, Russull Brothers paid $2,596,159.80 for the
          purchase
          of an aggregate of 37,087,997 shares of the Company’s common stock. On February
          8, 2008, the Purchase Agreement was amended to reflect that Messrs. Ofir
          and
          Rigbi actually owned and sold 29,602,997 and 6,135,000 shares, respectively
          of
          the Company’s common stock to Russull Brothers, rather than the amount of shares
          reflected in the Purchase Agreement as having been acquired by Russull
          Brothers.
          The amendment also reduced the purchase price from $0.07 to $0.055 per
          share.
          Accordingly, Russull Brothers was refunded an aggregate of $740,569.96
          from
          Messrs. Ofir and Rigbi representing the actual amount of shares purchased
          and
          the amended purchase price per share. As such, the total amount paid by
          Russull
          Brothers to acquire the shares of the Company’s common stock pursuant to the
          Purchase Agreement was $1,965,589.84.
 
 In
          addition, Mr. Ofir assigned to Russull Brothers an aggregate principal
          amount of
          $1,066,089.88 plus accrued interest of $19,868 relating to a series of
          loans Mr.
          Ofir made to the Company. Pursuant to the Purchase Agreement, and in connection
          with the assignment of the loans, Russull Brothers issued a promissory
          note to
          Mr. Ofir in the amount of $846,831, representing the aggregate principal
          loan
          amount, plus accrued interest, less $150,000. In accordance with the promissory
          note, interest accrues at a rate of one percent per month. Principal and
          interest are due and payable on or before May 14, 2008. The note is secured
          by
          the personal guarantee of Ofer Arbib. Lastly, in connection with the Purchase
          Agreement and the promissory note, Mr. Ofir and Russull Brothers entered
          into an
          Assignment and Indemnification Agreement whereby Mr. Ofir assigned and
          Russull
          Brothers assumed the loans and agreed to indemnify Mr. Ofir against any
          and all
          claims and damages.
 
 Pursuant
          to the Purchase Agreement, Mr. Ofir resigned as a director and Chairman
          of the
          Board of Directors of the Company. Following the execution of the Purchase
          Agreement, Russull Brothers became the majority shareholder of the Company.
 
 ***Director
          Independence***
 
 We
          are
          not subject to listing requirements of any national securities exchange
          or
          national securities association and, as a result, we are not at this time
          required to have a majority of “independent directors” on our board of
          directors. We do not believe that any of our current directors are independent.
 
 **Item
          14. Principal Accountant Fees and Services.**
  **Fees
          Paid to Principal Accountant**
  From
          January 27, 2005, thru June 5, 2007, Seligson & Giannattasio LLP was serving
          as our principal accountant. Since June 5, 2007, Arik Eshel, CPA, & Assoc.,
          PC has been our principal accountant. During fiscal year 2007 and fiscal
          year
          2006, the aggregate fees which were billed to us by our principal accounting
          firms for professional services were as follows:
  Fiscal
                    Year EndedDecember
                    31, 2007
                
                
                December
                    31, 2006Audit
                    Fees
                
                $
                68,733
                
                
                40,000Audit-Related
                    Fees
                
                $
                0
                
                
                -0-Tax
                    Fees
                
                $
                1500
                
                
                1,000All
                    Other Fees
                
                $
                35,774
                
                
                -0-
  During
          2007, we made total payments of $47,700 to Seligson & Giannattasio LLP, and
          $15,500 to Arik Eshel CPA & Assoc., PC.
  22
 **Audit
          Committee Pre-Approval of Audit and Permissible Non-Audit Services of
          Independent Registered Public Accounting Firm.**
  As
          of
          December 31, 2007, the Board has not established a formal documented
          pre-approval policy for the fees of our principal accountant.
 
 The
          percentage of hours expended on the principal accountant's engagement to
          audit
          our financial statements for the most recent fiscal year that were attributed
          to
          work performed by persons other than the principal accountant's full-time,
          permanent employees was 0%.
 
 **Part
          IV**
 
 **Item
          15. Exhibits, Financial Statement Schedules.**
  
 Exhibit
                    No.
                Description3.1
                Articles
                    of Incorporation, as amended (annexed to the Company’s Quarterly Report on
                    Form 10-SB, filed with the Securities and Exchange Commission
                    on July 25,
                    2000 and filed with the Schedule 14C filed on October 13,
                    2004)3.2
                Bylaws
                    (annexed to the Company’s Quarterly Report on Form 10-SB, filed with the
                    Securities and Exchange
                    Commission on July 25, 2000)4.1
                Promissory
                    Note, dated as of July 5, 2005, from Bartram Holdings, Inc. to
                    the Company
                    in the amount
                    of $70,000 (annexed to the Company’s Quarterly Report filed as exhibit
                    10.1on Form 10-Q/A with the Securities and Exchange Commission
                    on August
                    29, 2005)4.2
                Restated
                    Promissory Note dated September 5, 2007, between 231 Norman Avenue
                    Property Development, LLC and North Fork Bank (annexed to the
                    Company’s
                    Current Report filed as exhibit 10.14 Form 8-K filed with the
                    Securities
                    and Exchange Commission on September 12, 2007)4.3
                Promissory
                    Note by TSSS, Inc. to Jonathan Ilan Ofir dated November 16, 2007
                    (annexed
                    to the Company’s Quarterly Report filed as exhibit 10.16 on Form 10-QSB
                    filed with the Securities and Exchange Commission on November
                    19,
                    2007).4.4
                Promissory
                    Note between 231 Norman Avenue, LLC dated December 12, 2007 (annexed
                    to
                    the Company’s Current Report filed as exhibit 10.17 on Form 8-K filed with
                    the Securities and Exchange Commission on December 18,
                    2007)4.5
                Convertible
                    Promissory Note, dated as of March 1, 2006, from DCI USA, Inc.
                    to Jonathan
                    Ilan Ofir
                    in the amount of up to $300,000 (annexed to the Company’s Annual Report
                    filed as exhibit 10.30 on Form 10-KSB filed with the Securities
                    and
                    Exchange Commission on March 31, 2006)4.6
                Demand
                    Promissory Note dated as of December 31, 2004 by DCI USA, Inc.
                    in the
                    original principal
                    amount of $95,000 payable to Direct Capital Investments, Ltd.
                    (annexed to
                    the Company’s Current Report filed as exhibit 10.40 on Form 8-K filed with
                    the Securities and Exchange Commission on January 6,
                    2005)4.7
                Note
                    dated March 7, 2005 between DCI USA, Inc. and NY2K, Inc. (annexed
                    to the
                    Company’s Current
                    Report filed as exhibit 10.32 on Form 8-K filed with the Securities
                    and
                    Exchange Commission on March 15, 2005)10.11
                Loan
                    Option Agreement dated August 1, 2006 between DCI USA, Inc. and
                    Gunther
                    Wind Energy Ltd. as previously filed in Form 8-K filed with the
                    Securities
                    and Exchange Commission on May 2,
                    2007.
  23
 10.12
                Consolidated
                    Mortgage Extension and Security Agreement between 231 Norman
                    Avenue
                    Property Development, LLC and North Fork Bank dated September
                    5, 2007
                    (annexed to the Company’s Current Report as previously filed as exhibit
                    10.13 in Form 8-K filed with the Securities and Exchange Commission
                    on
                    September 12, 2007)10.13
                Guaranty
                    between Jonathan Ilan Ofir, Amir Yerushalmi, Vision Real Estates
                    Group,
                    LLC, YIZ Oxford Capital, LLC and DCI USA, Inc. to North Fork
                    Bank dated
                    September 5, 2007 (annexed to the Company’s Current Report as previously
                    filed as exhibit 10.15 in Form 8-K filed with the Securities
                    and Exchange
                    Commission on September 12, 2007).10.14
                Purchase
                    Agreement by and between TSSS, Inc., Jonathan Ilan Ofir and Jonathan
                    Rigbi
                    dated November 14, 2007 (annexed to the Company’s Quarterly Report filed
                    as exhibit 10.16 on Form 10-QSB filed with the Securities and
                    Exchange
                    Commission on November 19, 2007).10.15
                Personal
                    Guaranty of Ofer Arbib to Jonathan Ilan Ofir dated November 16,
                    2007
                    (annexed to the Company’s Quarterly Report filed as exhibit 10.18 on Form
                    10-QSB filed with the Securities and Exchange Commission on November
                    19,
                    2007).10.16
                Assignment
                    and Indemnification Agreement between TSSS, Inc. and Jonathan
                    Ilan Ofir
                    dated November 16, 2007 (annexed to the Company’s Quarterly Report filed
                    as exhibit 10.19 on Form 10-QSB filed with the Securities and
                    Exchange
                    Commission on November 19, 2007).10.17
                Loan
                    Agreement dated November 28, 2007, between World Group Shipping
                    Ltd., DCI
                    USA, Inc., and 231 Norman Avenue LLC (annexed to the Company’s Current
                    Report filed as exhibit 10.20 on Form 8-K filed with the Securities
                    and
                    Exchange Commission on December 18, 2007)10.18
                Share
                    Acquisition Option Agreement dated December 5, 2007, between
                    DCI USA, Inc.
                    and World Group Shipping Ltd. (annexed to the Company’s Current Report
                    filed as exhibit 10.22 on Form 8-K filed with the Securities
                    and Exchange
                    Commission on December 18, 2007)10.19
                Amendment
                    to the Cooperation and Debenture Modification Agreements, dated
                    as of
                    December 31, 2007 (annexed to the Company’s Current Report filed as
                    exhibit 10.23 on Form 8-K filed with the Securities and Exchange
                    Commission on January 15, 2008)10.20
                Assignment
                    Agreement by and between TSSS, Inc. and Adam T. Ofek and Aviva
                    and Uri
                    Rosin dated as of December 31, 2007 (annexed to the Company’s Current
                    Report filed as exhibit 10.24 on Form 8-K filed with the Securities
                    and
                    Exchange Commission on January 15, 2008)10.21
                Amendment
                    to the Purchase Agreement dated February 8, 2008, by and between
                    TSSS,
                    Inc., Jonathan Ilan Ofir, and Jonathan Rigbi (annexed to the
                    Company’s
                    Current Report filed as exhibit 10.25 on Form 8-K filed with
                    the
                    Securities and Exchange Commission on February 11,
                    2008)10.22
                Assignment
                    of Obligations under Promissory Note and Indemnification Agreement,
                    dated
                    November
                    29, 2004, by and between DCI USA, Inc. and 231 Norman Avenue
                    Property
                    Development, LLC relating to Elliot Rubin (annexed to the Company’s
                    Current Report filed as exhibit 10.21 on Form 8-K filed with
                    the
                    Securities and Exchange Commission on December 3,
                    2004)10.23
                Modification
                    Agreement dated November 30, 2004, between 231 Norman Avenue,
                    LLC and DCI
                    USA,
                    Inc. (annexed to the Company’s Current Report filed as exhibit 10.25 on
                    Form 8-K filed with the Securities and Exchange Commission on
                    December 3,
                    2004)10.24
                Standby
                    Equity Distribution Agreement dated as of December 13, 2004 between
                    Cornell Capital Partners,
                    LP and DCI USA, Inc. (annexed to the Company’s Current Report filed as
                    exhibit 10.26 on Form 8-K filed with the Securities and Exchange
                    Commission on December 16,
                    2004)
  24
  10.25
                Share
                    Sale Agreement dated March 30, 2008 between DCI USA, Inc., Tobias
                    Jewlry
                    Ltd. and Gunther
                    Wind Energy Ltd. as previously listed as exhibit 10.26 in Form
                    8-K filed
                    with the Securities and Exchange Commission on May 1,
                    2008.10.26
                Forbearance
                    and Modification Agreement dated as of March 31, 2005 by and
                    between 231
                    Norman Avenue, LLC and DCI USA, Inc. (annexed to the Company’s Annual
                    Report filed as exhibit 10.28 on Form 10-KSB filed with the Securities
                    and
                    Exchange Commission on April 15, 2005)10.27
                Modification
                    Agreement dated as of December 31, 2004 among DCI USA, Inc.,
                    Direct
                    Capital Investments,
                    Ltd. and Apros and Chay MB Ltd. (annexed to the Company’s Current Report
                    filed as exhibit 10.39 on Form 8-K filed with the Securities
                    and Exchange
                    Commission on January 6, 2005)31.1
                Certification
                    of Chief Executive Officer required by Rule 13a-14(a) under the
                    Exchange
                    Act (filed herewith).31.2
                Certification
                    of Chief Financial Officer required by Rule 13a-14(a) under the
                    Exchange
                    Act (filed herewith).32.1
                Certification
                    of Chief Executive Officer pursuant to 18 U.S.C. Section 1350,
                    as adopted
                    pursuant to Section 906 of Sarbanes-Oxley Act of 2002 (filed
                    herewith).32.2
                Certification
                    of Chief Financial Officer pursuant to 18 U.S.C. Section 1350,
                    as adopted
                    pursuant to Section 906 of Sarbanes-Oxley Act of 2002 (filed
                    herewith).
 25
 
 **SIGNATURES**
  Pursuant
          to the requirements of Section 13 or 15(d) of the Securities Exchange
          Act of 1934, the registrant has duly caused this report to be signed on
          its
          behalf by the undersigned, thereunto duly authorized.
  DCI
                  USA,
                  Inc.Date:
                  May 9,
                  2008
                By:
                /s/ Ofer
                  ArbibName:
                Ofer ArbibTitle:
                President, Chief Executive Officer,
                  Director
                    and Chairman
                  (Principal
                    Executive Officer)
  Date:
                    May 9,
                    2008
                  By:
                  /s/ Jonathan
                    RigbiName:
                  Jonathan RigbiTitle:
                  Chief Financial Officer
                    (Principal
                      Financial and Accounting Officer)
 In
          accordance with the Exchange Act, this report has been signed below by
          the
          following persons on behalf of the registrant, in the capacities and on
          the
          dates indicated.
  Signature
                  
                  Title
                  
                  Date/s/
                      Ofer Arbib
                  
                  President,
                      Chief Executive Officer,
                  
                  May
                      9, 2008Ofer
                      Arbib
                  
                  Director
                      and Chairman(Principal
                      Executive Officer)/s/
                      Marc Narboni
                  
                  Director
                  
                  May
                      9, 2008Director/s/
                      Gregory Bitterman
                  
                  Director
                  
                  May
                      9, 2008Gregory
                      Bitterman/s/
                      Seth Yakatan
                  
                  Director
                  
                  May
                      9, 2008Seth
                      Yakatan/s/
                      Sam Sassoun
                  
                  Director
                  
                  May
                      9, 2008Sam
                      Sassoun
 
 26