UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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) June 20 28, 2007

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
Incorporation)		Identification No.)

8 BOND STREET

GREAT NECK, NEW YORK 11021

(Address of Principal Executive Offices, including Zip Code)

(212) 994-9594

(Registrant’s telephone number, including area code)

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 2 4. Matters Related to Accountants and Financial ~~Information~~Statements

Item 2 4.01. ~~Completion~~Changes ofin ~~Acquisition~~Registrant’s orCertifying ~~Disposition of Assets~~Accountant.

~~On June 20, 2007,~~ DCI USA, Inc. (the “Company”) ~~exercised~~has changed its ~~option~~principal toindependent ~~purchase~~accountants. ~~all the outstanding~~As ~~shares~~ discussed ofbelow, ~~Gunther~~on ~~Wind~~June ~~Energy~~28, ~~Ltd. pursuant to and in accordance with the Loan~~2007, ~~Pledge~~ ~~and Option Agreement entered into between~~ the Company ~~and~~dismissed ~~Gunther~~Seligson & ~~Wind Energy~~Giannattasio, ~~Ltd.~~LLP infrom ~~August~~serving ~~2006.~~as ~~As a result of such transaction,~~ the Company ~~acquired~~’s ~~all~~principal ~~the~~independent ~~outstanding~~registered public ~~shares~~accountants, ofand ~~Gunther~~on ~~Wind~~June ~~Energy~~28, ~~Ltd.~~2007, ~~which thereby became a wholly-owned subsidiary of~~ the Company. ~~Gunther~~retained ~~Wind~~Arik ~~Energy Ltd.~~Eshel, ~~owns~~ CPA ~~25%~~& ~~of the outstanding shares of capital stock of ARI Ltd~~Assoc., ~~which~~PC. ~~owns~~The ~~and operates~~decision ato ~~wind~~change ~~farm~~accountants ~~located~~was inrecommended ~~Northern Israel. In consideration therefor,~~and ~~the Company~~ approved ~~cancelled~~by the ~~outstanding~~Company’s ~~balance~~Board of ~~certain loans previously made by the Company to Gunther Wind Energy Ltd~~Directors. ~~in the amount of $1,468,000.~~

~~Section~~The 5. Termination ~~Corporate~~of ~~Governance~~Seligson ~~and~~& ~~Management~~Giannattasio, LLP

~~Item~~Seligson 5 & Giannattasio, LLP was the independent registered public accounting firm for the Company’s previous two fiscal years and for the period since then and until June 28, 2007.~~02.~~ ~~Departure~~None of ~~Directors~~Seligson & Giannattasio, LLP’s reports on the Company’s financial statements during either of the Company’s previous two fiscal years and for the period since then and until June 28, 2007, (a) contained an adverse opinion or ~~Principal~~disclaimer ~~Officers;~~of ~~Election~~opinion, or (b) was modified as to uncertainty, audit scope, or accounting principles, which would include the uncertainty regarding the ability to continue as a going concern, or (c) contained any disagreements on any matters of ~~Directors;~~accounting principles or ~~Appointment~~ practices, financial statement disclosure, or auditing scope or procedures, which disagreements, if not resolved to the satisfaction of ~~Principal~~Seligson ~~Officers~~& Giannattasio, LLP, would have caused it to make reference to the subject matter of the disagreements in connection with its reports. None of the reportable events set forth in Item 304(a)(1)(iv)(B) of Regulation S-B occurred during the period in which Seligson & Giannattasio, LLP served as the Company’s principal independent accountants.

~~Resignation~~The Company has provided Seligson & Giannattasio, LLP with a copy of ~~Jonathan~~this disclosure ~~Ilan~~and ~~Ofir~~has requested that Seligson & Giannattasio, LLP furnish it with a letter addressed to the U.S. Securities and Exchange Commission (“SEC”) stating whether it agrees with the above statements, and if not, stating the respects in which it does not agree. A copy of the letter from Seligson & Giannattasio, LLP addressed to the SEC, dated July 2, 2007, is filed as ~~Chief~~Exhibit 16.1 ~~Executive~~to ~~Officer~~this Current Report on Form 8-K.

OnThe ~~June 21,~~ Engagement ~~2007,~~of ~~Jonathan~~Arik ~~Ilan~~Eshel, ~~Ofir~~CPA ~~resigned~~& ~~from his position as Chief Executive Officer of the Company~~Assoc., PC

~~Appointment~~On of June 28, ~~David~~2007, ~~Rothstein~~the Company retained Arik Eshel, CPA & Assoc., PC as ~~Interim~~its ~~Chief~~principal independent ~~Executive~~accountants. ~~Officer~~During the Company’s two most recent fiscal years and through June 28, 2007:

On(1) ~~June~~ The ~~21,~~ Company ~~2007,~~did ~~the~~not ~~Board~~consult ofArik ~~Directors~~Eshel, ofCPA ~~the~~& ~~Company~~Assoc., ~~appointed~~PC ~~David~~regarding ~~Rothstein~~either the ~~to serve~~ application asof ~~interim~~accounting ~~Chief~~principles ~~Executive~~to ~~Officer for~~ a ~~period~~specified oftransaction, upeither completed toor ~~two~~proposed, ~~months. Mr. Rothstein~~or ~~will~~the ~~not~~type ~~receive~~of ~~any~~audit ~~compensation~~opinion ~~for~~that ~~his~~might ~~services~~be rendered as ~~interim~~ on ~~Chief~~ Company’s ~~Executive~~financial ~~Officer.~~statements;

~~David~~(2) ~~Rothstein~~ Neither is a ~~New~~written ~~York~~report ~~State~~nor ~~licensed~~oral ~~attorney.~~advice ~~Since~~was ~~September~~provided ~~2005,~~to ~~he has been engaged in~~ the ~~private~~Company ~~practice~~by ~~of law~~Arik Eshel, ~~with~~CPA a& ~~focus on real estate syndication and structured finance in the New York metropolitan market and Israel~~Assoc. ~~From September 2000 until June 2005~~, ~~Mr.~~PC ~~Rothstein~~that ~~was~~they ~~President and General~~concluded ~~Counsel of Dalow Industries, a jewelry importer and manufacturer in New York City. An involuntary bankruptcy petition~~ was ~~filed~~an ~~against~~important ~~Dalow Industries~~factor in considered ~~June~~by ~~2005. Mr. Rothstein graduated Cum Laude from Brooklyn College of~~ the ~~City University~~Company ~~of New York~~ in ~~1978~~reaching ~~with~~ a ~~Bachelor~~decision ofas ~~Arts~~to inthe ~~Accounting~~accounting, ~~and~~auditing ~~attended~~ or ~~Brooklyn~~financial ~~Law~~reporting ~~School,~~issue; ~~graduating~~and ~~with a Juris Doctor in Law in 1983.~~

~~Currently~~(3) ~~there are no employment agreements or arrangements between the~~ The Company ~~and David Rothstein.~~did ~~Mr. Rothstein is~~ not aconsult ~~director~~Arik inEshel, ~~any~~CPA ~~other~~& ~~reporting companies~~Assoc. ~~He has~~, ~~not~~PC ~~been~~regarding ~~affiliated with~~ any ~~company~~ matter that ~~has~~was ~~filed~~either ~~for bankruptcy within~~ the ~~last~~subject ~~five~~of ~~years.~~a He“disagreement” ~~does~~(as ~~not~~defined ~~have~~in ~~any familial relationships with any~~Item ~~other directors~~ 304(a)(1)(iv) ~~or executive officers~~ of ~~the~~Regulation ~~Company.~~S-B ~~There~~and ~~were no transactions during~~ the ~~last~~related ~~two~~instructions) ~~years,~~ or any ~~proposed~~of ~~transactions, to which~~ the ~~Company~~ ~~was~~ reportable orevents isset toforth ~~be a party, or~~ in ~~which~~Item ~~Mr. Rothstein had or is to have~~ 304(a)(1)(iv)(B) ~~direct or indirect~~of ~~material interest~~Regulation S-B.

Appointment of Adam T. Ofek as an Additional Director

On June 21, 2007, the Board of Directors of the Company appointed Adam T. Ofek a director of the Company. Mr. Ofek has been serving as the Chief Executive Officer of SE Brickell Holding Ltd., a Merchant banking boutique, 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. Between February 2004 and 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.

Currently there are no employment agreements or arrangements between the Company and Adam T. Ofek. Except as disclosed above, Mr. Ofek is not a director in any other reporting companies and has not been affiliated with any company that has filed for bankruptcy within the last five years. Mr. Ofek does not have any familial relationships with any other directors or executive officers of the Company. Except as disclosed above, there were no transactions during the last two years, or any proposed transactions, to which the Company was or is to be a party, or in which Mr. Ofek had or is to have a direct or indirect material interest.

Appointment of Amir Elbaz as an Additional Director

On June 21, 2007, the Board of Directors of the Company appointed Amir Elbaz as a director of the Company. Mr. Elbaz has been serving as a director and Chief Financial Officer of Lithium Technology Corporation, a publicly traded company, since October 11, 2006. From October 2005 until October 2006, Mr. Elbaz served as a director of Prime Capital Investments, BV, a Dutch venture firm, during which he took an active role in management and business development. From 2004 until 2005, Mr. Elbaz served as Vice President of Corporate Finance at Cornell Capital Partners, LP. In that position Mr. Elbaz sourced, structured and managed investments in more than a dozen public and private companies. From 2000 until 2004, Mr. Elbaz served as an analyst in the Economic Department of the Procurement Mission of the Israeli Ministry of Defense in New York City. In that capacity, Mr. Elbaz co-headed multi-million dollar negotiations with first tier technology companies and was in charge of the financial aspects of the day-to-day operations. Mr. Elbaz holds B.A. from the University of Haifa, Israel, and an MBA in Finance & Investments from Bernard Baruch College, CUNY, New York.

As previously disclosed by the Company on its Current Report on Form 8-K, dated June 2, 2006 and filed with the Securities and Exchange Commission on August 1, 2006, the Company had issued 150,000 restricted shares of its common stock to Mr. Elbaz on July 28, 2006. The Company had issued these shares pursuant to an agreement (the "Waiver Agreement"), dated as of June 2, 2006, between the Company and Cornell Capital Partners LP ("Cornell"). At the time of such transaction, Mr. Elbaz was the Vice President of Corporate Finance at Cornell. Pursuant to the Waiver Agreement, the Company issued 1,350,000 shares of its common stock to Cornell, and Cornell waived certain defaults under the $250,000 principal amount Debenture (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. For all the terms of the Waiver Agreement, reference is hereby made to the copy of such agreement which was filed as an exhibit to the Company’s Current Report on Form 8-K, dated June 2, 2006 and filed with the Securities and Exchange Commission on August 1, 2006.

Currently there are no employment agreements or arrangements between the Company and Mr. Elbaz. Except as disclosed above, he is not a director in any other reporting companies and has not been affiliated with any company that has filed for bankruptcy within the last five years. He does not have any familial relationships with any other directors or executive officers of the Company. Except as disclosed above, there were no transactions during the last two years, or any proposed transactions, to which the Company was or is to be a party, or in which he had or is to have a direct or indirect material interest.

Section 9-Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

(a) Financial Statements of business acquired. The financial information required hereunder will be submitted by an amendment to this Current Report on Form 8-K within 71 calendar days from the date of this Report.

(b) Pro forma financial information. The financial information required hereunder will be submitted by an amendment to this Current Report on Form 8-K within 71 calendar days from the date of this Report.

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.

Date: ~~June~~ July 282 , 2007

DCI USA, INC.

(Registrant)

By: /s/ David Rothstein

Name: David Rothstein

Title: Interim Chief Executive Officer

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