UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K
                                 CURRENT REPORT
     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

      Date of Report (Date of earliest event reported): September 16, 2005

                                  DCI USA, INC.
             (Exact name of registrant as specified in its charter)
<TABLE>
<CAPTION>

<S>                                               <C>                                <C>
              Delaware                            000-31143                           22-3742159
              --------                            ---------                           ----------
 (State or other jurisdiction           (Commission File Number)       (IRS Employer Identification No.)
      of incorporation)
</TABLE>

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

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

                                    ---------
          (Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

|_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)

|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)

|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))

|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))

<PAGE>

Section 1 - Registrant's Business and Operations
Item 1.01 Entry into a Material Definitive Agreement.

On  September  16,  2005,  DCI USA,  Inc.  (the  "Registrant")  entered  into an
Assignment Agreement (the "Assignment") with Technology Spin Off Systems, LLC, a
New York limited  liability company  ("TSOS").  Pursuant to the Assignment,  the
Registrant  assigned  to  TSOS  all  of the  Registrant's  rights  in  the  Loan
Agreement,  dated December 13, 2004 (the "Initial Loan"), between the Registrant
and Apros & Chay MB Ltd.,  an Israeli  limited  liability  company  ("A&C"),  as
amended by the Loan Modification  Agreement (the "Loan Amendment",  and together
with the  Initial  Loan,  the  "Loan"),  dated  December  31,  2004,  among  the
Registrant,  TSOS,  and  Direct  Capital  Investments,  Ltd.,  who was our  then
controlling shareholder.

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

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

For all the terms and conditions of the Assignment,  reference is hereby made to
such  agreements,  which is annexed hereto as exhibit 10.44. All statements made
herein concerning the securities are qualified by references to said exhibits.

Section 9-Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits

(a) Financial  Statements of business  acquired.  Not  applicable

<PAGE>

(b) Pro forma financial information.   Not applicable
(c) Exhibits

Exhibit 10.44   Assignment Agreement, dated September 16, 2005, by and between
                the Registrant and Technology Spin Off Systems, LLC

                                   SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.

                                                     DCI USA, INC.
                                                     (Registrant)

                                                     By: /s/Jonathan Ilan Ofir
                                                     ---------------------------
                                                     Jonathan Ilan Ofir,
                                                     Chief Executive Officer

Date:  September 22, 2005
{"company-data": {"conformed-name": "DCI USA, INC", "cik": "0001120210", "assigned-sic": "6500", "irs-number": "223742159", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "814-00700", "film-number": "051097872"}, "business-address": {"street1": "19 WEST 44TH STREET", "city": "NEW YORK", "state": "NY", "zip": "10023", "phone": "212-938-1545"}, "mail-address": {"street1": "19 WEST 44TH STREET", "city": "NEW YORK", "state": "NY", "zip": "10023"}, "former-company": {"former-conformed-name": "GAVELLA CORP", "date-changed": "20000725"}}
UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K
                                 CURRENT REPORT
     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

      Date of Report (Date of earliest event reported): September 16, 2005

                                  DCI USA, INC.
             (Exact name of registrant as specified in its charter)
Delaware                            000-31143                           22-3742159
              --------                            ---------                           ----------
 (State or other jurisdiction           (Commission File Number)       (IRS Employer Identification No.)
      of incorporation)
8 Bond Street
                           Great Neck, New York 11021
                    (Address of principal executive offices)

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

                                    ---------
          (Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

|_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)

|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)

|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))

|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
Section 1 - Registrant's Business and Operations
Item 1.01 Entry into a Material Definitive Agreement.

On  September  16,  2005,  DCI USA,  Inc.  (the  "Registrant")  entered  into an
Assignment Agreement (the "Assignment") with Technology Spin Off Systems, LLC, a
New York limited  liability company  ("TSOS").  Pursuant to the Assignment,  the
Registrant  assigned  to  TSOS  all  of the  Registrant's  rights  in  the  Loan
Agreement,  dated December 13, 2004 (the "Initial Loan"), between the Registrant
and Apros & Chay MB Ltd.,  an Israeli  limited  liability  company  ("A&C"),  as
amended by the Loan Modification  Agreement (the "Loan Amendment",  and together
with the  Initial  Loan,  the  "Loan"),  dated  December  31,  2004,  among  the
Registrant,  TSOS,  and  Direct  Capital  Investments,  Ltd.,  who was our  then
controlling shareholder.

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

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

For all the terms and conditions of the Assignment,  reference is hereby made to
such  agreements,  which is annexed hereto as exhibit 10.44. All statements made
herein concerning the securities are qualified by references to said exhibits.

Section 9-Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits

(a) Financial  Statements of business  acquired.  Not  applicable
(b) Pro forma financial information.   Not applicable
(c) Exhibits

Exhibit 10.44   Assignment Agreement, dated September 16, 2005, by and between
                the Registrant and Technology Spin Off Systems, LLC

                                   SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.

                                                     DCI USA, INC.
                                                     (Registrant)

                                                     By: /s/Jonathan Ilan Ofir
                                                     ---------------------------
                                                     Jonathan Ilan Ofir,
                                                     Chief Executive Officer

Date:  September 22, 2005