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: February 18, 2005

Commission File Number: 333-72376

GREENTECH USA, INC.
(Exact name of registrant as specified in its chapter)

Florida	65-0903895
(State or other jurisdiction of incorporation)	(IRS Employer Identification No.)

6500 SW 15^th Ave, Suite 300, Ft. Lauderdale, FL 33309
(Address of principal executive offices) (Zip Code)

(954) 545-8181
(Registrant’s telephone number, including area code)

Item 4.02 Non Reliance on Previously Issued Financial Statements Or ARelated
Audit Report or Completed Interim Review.

The Registrant previously received notice from its former independent auditors that reflects that it is their position that their audit of the Registrant’s financial statements for the year ended December 31, 2003 was not completed by their firm and as a result, the Registrant had no consent to file an audit report or related financial statements as audited financial statements, as a part of the Registrant’s Form 10-KSB and Forms 10-KSB/A for the year ended December 31, 2003.

By letter dated October 19, 2004, the Registrant received written notice from Russell & Atkins, PLC, independent auditors, advising the Registrant that that firm did not complete an audit of our financial statements for the year ended December 31, 2003, nor did that firm consent to the inclusion of an audit report or any related financial statements with any reports filed with the Commission as required by the Securities Exchange Act of 1934. The notice given to the Registrant by Russell & Atkins, PLC discloses that they were never engaged to perform an audit, which is inconsistent with the Registrant’s understanding.

As a result of the receipt of the above-referenced notice, the board of directors of the Registrant has re-engaged the services of Jaspers & Hall, PC to conduct an audit of our financial statements for the period ended December 31, 2003 and the board has determined that until Jasper and Hall, PC completes the audit of our financial statements for that period and consents to the filing of their audit report for that period and a Form 10-KSB/A is filed with the Commission that includes a validly issued auditor’s report with accompanying audited financial statements, that the financial statements of the Registrant for the period ended December 31, 2003 should not be relied upon.

SIGNATURE

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, there unto duly authorized.

Greentech USA, Inc.

BY: /S/ Roland Breton
——————————————
Roland Breton
President

Date:

February 18, 2005

Item 4.02 Non Reliance on Previously Issued Financial Statements Or ARelated Audit Report or Completed Interim Review.

SIGNATURE

Item 4.02 Non Reliance on Previously Issued Financial Statements Or ARelated
Audit Report or Completed Interim Review.

GREENTECH USA INC 8-K