UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~WASHINGTON~~Washington, DCD.C. 20549

FORM 8-K

CURRENT REPORT ~~PURSUANT TO SECTION 13 OR 15(D) OF THE~~

~~SECURITIES~~Pursuant ~~EXCHANGE~~to ~~ACT~~Section OF13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) ~~June 28~~: September 9, ~~2007~~2008

DCI USA, INC.

(Exact name of registrant as specified in its charter)

Delaware	000-31143	22-3742159
(State or Other Jurisdiction of	(Commission File Number)	(IRS Employer
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
Incorporation)		Identification No.)

8231 ~~BOND~~Norman ~~STREET~~Avenue

~~GREAT~~Brooklyn, ~~NECK,~~New ~~NEW~~York ~~YORK 11021~~11222

(Address of ~~Principal~~principal ~~Executive~~executive ~~Offices, including Zip Code~~offices)

~~(212) 994~~718-~~9594~~383-4999

(Registrant’s telephone number, including area code)

N/A

(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):

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

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

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

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

Section 4. ~~Matters~~5 ~~Related~~Corporate toGovernance ~~Accountants~~ and ~~Financial Statements~~Management

Item 4 5.~~01.~~02 ~~Changes~~Departure inof ~~Registrant’s~~Directors ~~Certifying~~or ~~Accountant~~Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

~~DCI~~New USA, Inc. (the “Company”) has changed its principal independent accountants. As discussed below, on June 28, 2007, the Company dismissed Seligson & Giannattasio, LLP from serving as the Company’s principal independent registered public accountants, and on June 28, 2007, the Company retained Arik Eshel, CPA & Assoc., PC. The decision to change accountants was recommended and approved by the Company’s Board of Directors.

~~The~~On ~~Termination~~September 9, 2008 the Board of ~~Seligson~~Directors &of ~~Giannattasio~~DCI USA, ~~LLP~~Inc. (the “Registrant”) appointed Adam T. Ofek and Eva Modelli to serve as directors of the Registrant. In addition, Mr. Ofek was appointed to serve as the Executive Vice Chairman of the Registrant’s Board of Directors and the Chairman of the Registrant’s newly formed Operating Committee.

~~Seligson~~Mr. &Ofek has ~~Giannattasio,~~been ~~LLP~~serving ~~was~~as the ~~independent registered public accounting firm for the Company~~Registrant’s ~~previous~~Secretary ~~two fiscal years and for the period~~ since ~~then~~January ~~and until June 28~~10, ~~2007~~2008. ~~None~~Mr. ~~of Seligson & Giannattasio, LLP’s reports on the~~Ofek ~~Company’s~~served ~~financial~~as ~~statements~~a ~~during~~director ~~either~~ of the ~~Company’s~~Registrant ~~previous two fiscal years~~ and ~~for~~its ~~the period since then and until June 28~~President, ~~2007,~~Chief ~~(a)~~Financial ~~contained~~Officer anand ~~adverse~~Treasurer ~~opinion~~from orNovember ~~disclaimer of opinion~~9, or2004 ~~(b) was modified as~~ to ~~uncertainty,~~ ~~audit~~March ~~scope~~11, or2005 ~~accounting~~and ~~principles,~~again ~~which would include the~~as ~~uncertainty regarding the ability to continue as~~ a ~~going concern, or (c)~~ ~~contained~~director ~~any~~of ~~disagreements~~the onRegistrant ~~any~~from ~~matters~~June ~~of accounting principles or practices~~21, ~~financial~~2007 ~~statement~~to ~~disclosure~~December 5, or2007. ~~auditing~~Ms. ~~scope or procedures,~~Modelli ~~which~~is ~~disagreements,~~married ~~if not resolved~~ to ~~the~~Mr. ~~satisfaction~~Ofer ~~of Seligson & Giannattasio~~Arbib, ~~LLP,~~who ~~would~~has ~~have~~served ~~caused~~as itthe toChairman ~~make~~of ~~reference to~~ the ~~subject matter~~Registrant’s ofBoard ~~the disagreements in connection with its reports. None~~ of ~~the~~Directors ~~reportable events~~since ~~set~~November ~~forth~~24, in2007 ~~Item~~and ~~304(a)(1)(iv)(B)~~as ofits ~~Regulation~~Chief ~~S-B~~Executive ~~occurred during~~Officer ~~the period~~and inPresident ~~which~~since ~~Seligson~~January ~~& Giannattasio~~22, ~~LLP served as the Company’s principal independent accountants~~2008.

~~The~~Mr. ~~Company~~ Ofek has ~~provided~~served ~~Seligson~~as &a ~~Giannattasio,~~director ~~LLP~~of ~~with~~Nova aStar ~~copy~~Fund ofManagement ~~this~~since February 2007, ~~disclosure~~as Senior ~~and~~Vice ~~has~~President ~~requested~~of ~~that~~Sovereign ~~Seligson~~Assets &Ltd. ~~Giannattasio,~~since ~~LLP~~December ~~furnish~~2006, itand as ~~with~~the Chief aExecutive ~~letter~~Officer ~~addressed~~of toSE ~~the~~Brickell UHolding Ltd.S., ~~Securities~~a ~~and~~merchant ~~Exchange~~banking ~~Commission (“SEC”)~~boutique ~~stating~~firm, ~~whether~~since itNovember ~~agrees~~1996. ~~with~~From ~~the~~January ~~above~~2004 ~~statements,~~to ~~and~~February ~~if not~~2005, ~~stating~~Mr. ~~the~~Ofek served ~~respects~~as inSenior ~~which~~Managing itPartner ~~does~~at ~~not~~Apros ~~agree.~~& AChay ~~copy~~MB, ofLtd., ~~the~~an ~~letter~~Israeli ~~from~~private merchant ~~Seligson~~bank. ~~& Giannattasio,~~From ~~LLP~~February ~~addressed~~2004 to ~~the~~November ~~SEC~~2004, ~~dated~~Mr. ~~July~~Ofek 2served as President, ~~2007~~Chief Financial Officer and a director of Technoprises Ltd., isan Israeli company which filed asbankruptcy ~~Exhibit~~under Israeli law. From November 1999 16to November 2003, Mr.1 toOfek ~~this~~served ~~Current~~as ~~Report~~the onChief ~~Form~~Executive ~~8-K.~~Officer of MBI Partners, an investment banking boutique firm.

~~The~~Ms. ~~Engagement~~Modelli served as the sole director of ~~Arik~~Argo ~~Eshel~~RE S.r.l., ~~CPA~~an Italian real estate development company, from 2004 to 2007, and since 2006 she has served as the sole director of J&D ~~Assoc~~Properties S.r.l., PCan Italian real estate holding company.

OnThere ~~June~~is ~~28,~~no ~~2007,~~arrangement ~~the~~or ~~Company~~understanding ~~retained~~between ~~Arik~~Mr. ~~Eshel,~~Ofek ~~CPA~~or ~~& Assoc~~Ms., PCModelli asand ~~its~~any ~~principal~~other ~~independent~~person ~~accountants.~~pursuant ~~During~~to ~~the~~which ~~Company’s~~either ~~two~~was ~~most~~selected ~~recent~~as ~~fiscal~~a ~~years~~director ~~and~~of the ~~through June 28, 2007:~~ Registrant.

~~(1)~~Neither ~~The Company~~Mr. ~~did~~Ofek ~~not~~nor ~~consult~~Ms. ~~Arik~~Modelli ~~Eshel,~~has ~~CPA~~any &direct ~~Assoc.,~~or PCindirect ~~regarding~~material ~~either~~interest ~~the~~in any ~~application~~currently ofproposed ~~accounting~~transaction, ~~principles~~or toin aany ~~specified~~ transaction, ~~either~~since the beginning of ~~completed~~the Registrant’s orlast ~~proposed~~fiscal year, orin which the ~~type~~Registrant ofwas ~~audit~~or ~~opinion~~is ~~that~~to ~~might~~ be ~~rendered~~a ~~on Company’s~~participant ~~financial~~and ~~statements;~~the amount involved exceeds $ 120,000.

(2) Neither a written report nor oral advice was provided to the Company by Arik Eshel, CPA & Assoc., PC that they concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue; and

~~(3)~~Authorization ~~The Company did not consult Arik Eshel, CPA & Assoc., PC regarding any matter that was either the subject of a “disagreement” (as defined in Item 304(a)(1)(iv) of Regulation S-B~~ and ~~the~~Issuance ~~related instructions) or any~~ of ~~the reportable events set forth in Item 304(a)(1)(iv)(B) of Regulation S-B.~~Warrants

On September 9, 2008, the Registrant’s Board of Directors authorized the issuance from time to time of warrants to purchase up to 10% of the total number of outstanding shares of the Registrant’s common stock. The number of authorized warrants will increase automatically following any increase in the number of outstanding shares of the Registrant’s common stock. The warrants will have an exercise price per share of $0.075 and a term of one year. The Registrant’s Board of Directors also approved the following warrant issuances: 200,000 warrants to Ofer Arbib, the Chairman of the Registrant’s Board of Directors and its Chief Executive Officer and President; 1,200,000 warrants to Reuven Narboni, a director of the Registrant; 400,000 warrants to Seth Yakatan, a director of the Registrant; 200,000 warrants to Sam Sasson, a director of the Registrant; 200,000 warrants to Eva Modelli, a director of the Registrant; 200,000 warrants to Adam Ofek, a director of the Registrant and its Secretary; and 200,000 warrants to Jonathan Rigbi, the Registrant’s Chief Financial Officer.

SIGNATURES

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

Date: July 2 , 2007


	DCI USA, INC.

	By:	/s/ Jonathan Rigbi
	Name: Title:	Jonathan Rigbi Chief Financial Office

Date: September 12, 2008

DCI USA, INC.

(Registrant)

By: /s/ David Rothstein

Name: David Rothstein

Title: Interim Chief Executive Officer

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