SecProbe.io

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								December 6, 2005

Mr. Lior Hessel, Chief Executive Officer
OrganiTECH U.S.A., Inc.
Yoqneam Industrial Area
P.O. Box 700
Yoqneam 20692
Israel

Re:	OrganiTECH U.S.A., Inc
	Item 4.01 Form 8-K
	Filed November 29, 2005
	File No. 0-22151

Dear Mr. Hessel:

	We have reviewed your Item 4.01 Form 8-K and have the
following
comments.  Where indicated, we think you should revise your
documents
in response to these comments.  If you disagree, we will consider
your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We
look forward to working with you in these respects.  We welcome
any
questions you may have about our comments or on any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

Form 8-K filed November 29, 2005

1. We note that you have stated that there were no reportable
events
during the fiscal year ended December 31, 2003.  Item 304(a)(1) of
Regulation S-B requires disclosure of reportable events that
occurred
during any subsequent interim period through the date of dismissal
(October 10, 2005).  Please amend your Form 8-K to disclose
whether
there were any reportable events during the subsequent interim
period,
in addition to the fiscal year ended December 31, 2003.

2. As required under Item 304(a)(1)(iv)(C) to (E) of Regulation S-
B,
please expand your disclosure of your reportable events by
describing
the following:

* the nature of each reportable event;

* whether any committee of the board of directors, or the board of
directors, discussed the event with the former accountant; and

* whether you have authorized the former accountant to respond
fully
to the inquiries of the successor accountant concerning the
subject
matter of each such reportable event and, if not, describe the
nature
of and reason for any limitation.

Provide the following information on a supplemental basis.

* the period in which the reportable event occurred and whether
you
restated (or intend to restate) any prior period for any
adjustment
resulting from the reportable event, and if not, explain why not;

* The steps you have taken (or plan to take) and procedures you
implemented (or plan to implement) to correct each reportable
event;

3. To the extent that you make changes to the Form 8-K to comply
with
our comments, please obtain and file an updated Exhibit 16 letter
from
your former accountants stating whether the accountant agrees with
the
statements made in your revised Form 8-K.

      As appropriate, please amend your filing and respond to
these
comments within 5 business days or tell us when you will provide
us
with a response.  You may wish to provide us with marked copies of
the
amendment to expedite our review.  Please furnish a cover letter
with
your amendment that keys your responses to our comments and
provides
any requested information.  Detailed cover letters greatly
facilitate
our review.  Please understand that we may have additional
comments
after reviewing your amendment and responses to our comments.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing
includes all information required under the Securities Exchange
Act of
1934 and that they have provided all information investors require
for
an informed investment decision.  Since the company and its
management
are in possession of all facts relating to a company`s disclosure,
they are responsible for the accuracy and adequacy of the
disclosures
they have made.

	In connection with responding to our comments, please
provide, in
writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal
securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division
of Corporation Finance in our review of your filing or in response
to
our comments on your filing.

      You may contact me at (202) 551-3688, if you have questions
regarding this comment and related matters.

							Sincerely,

							Ryan Milne

Mr. Lior Hessel
OrganiTECH U.S.A., Inc.
December 6, 2005
Page 1

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

   DIVISION OF
CORPORATION FINANCE
MAIL STOP 7010

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