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

                                    FORM 10-Q

                    (Mark One)

                    [X] Quarterly report pursuant to section 13 or 15(d) of the
                    Securities Exchange Act of 1934 For the period ended June
                    30, 2008

                    [_] Transition report under section 13 or 15(d) of the
                    Securities Exchange Act of 1934 For the transition period
                    from ___________________ to ______________

                        Commission File Number 000-22151

                              ORGANITECH USA, INC.
                       (Name of registrant in its charter)

               Delaware                                  93-0969365
    (State or other jurisdiction of          (IRS Employer Identification No.)
    Incorporation or organization)

          Yoqneam Industrial Area, P.O. Box 700, Yoqneam 20692, Israel
                    (Address of principal executive offices)

                                 972-4-9935-840
                           (Issuer's telephone number)

Check whether the issuer (1) filed all reports required to be filed by section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such report(s), and (2) has been
subject to such filing requirements for the past 90 days.

                               Yes [X]     No [_]

Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of "large accelerated filer," "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer [_] Accelerated filer [_] Non-accelerated filer [_] (Do
not check if a smaller reporting company) Smaller reporting company [X]

Indicate by check mark whether the registrant is a shell company as defined in
Rule 12b-2 of the Exchange Act.

                                Yes[_]     No [X]

As of June 30, 2008, the issuer had 36,632,642 shares of its common stock
outstanding.

               Transitional Small Business Format: Yes [_] No [X]


                              OrganiTECH USA, Inc.
                                    Form 10-Q

                                TABLE OF CONTENTS

         Part I

Item 1   Financial Information
Item 2   Management Discussion and Analysis of Financial Condition
Item 3   Quantitative and Qualitative Disclosure About Market Risk
Item 4   Controls and Procedures

         Part II

Item 1   Legal Proceedings
Item 1A  Risk Factors
Item 2   Unregistered Sales of Equity Securities and Use of Proceeds
Item 3   Defaults Upon Senior Securities
Item 4   Submissions of Matters to a Vote of Security Holders
Item 5   Other Information
Item 6   Exhibits

Signatures


                                       2


                                     PART I

ITEM 1 FINANCIAL STATEMENTS

                              --------------------
                              ORGANITECH USA, INC.
                              --------------------

                         CONDENSED CONSOLIDATED INTERIM
                              FINANCIAL STATEMENTS

                               AS OF JUNE 30, 2008
                                   (Unaudited)


                              --------------------
                              ORGANITECH USA, INC.
                              --------------------

                         CONDENSED CONSOLIDATED INTERIM
                              FINANCIAL STATEMENTS

                               AS OF JUNE 30, 2008
                                   (Unaudited)

                                    CONTENTS

                                                                      Page
                                                                   ----------

Condensed Consolidated Interim Balance Sheet                         F - 3

Condensed Consolidated Interim Statements of Operations              F - 4

Condensed Interim Statements of Shareholders` Deficiency             F - 5

Condensed Consolidated Interim Statements of Cash Flows              F - 6

Notes to Condensed Consolidated Interim Financial Statements     F - 7 - F - 12


                                      F - 2


                                                            ORGANITECH USA, INC.
CONDENSED CONSOLIDATED INTERIM BALANCE SHEET
--------------------------------------------------------------------------------
IN U.S. DOLLARS (EXCEPT SHARE DATA)


                                                                          JUNE 30,           DECEMBER 31,
                                                                           2008                 2007
                                                                       ------------         ------------

 ASSETS

CURRENT ASSETS:

Cash and cash
equivalents                                                            $    351,062         $    909,551
Restricted deposit                                                           11,995                    -
Trade receivables                                                            23,547              115,001
Unbilled receivables                                                              -               76,306
Other receivables and prepaid expenses                                      124,839               36,391
Inventories                                                                       -               70,545
                                                                       ------------         ------------

                                                                            511,443            1,207,794
                                                                       ------------         ------------
LONG-TERM ASSETS:
Deposit in respect with long-term lease                                       7,321               13,372
Severance pay fund                                                           96,172               86,851
                                                                       ------------         ------------
                                                                            103,493              100,223
                                                                       ------------         ------------

PROPERTY AND EQUIPMENT, NET                                                  50,787               92,860
                                                                       ------------         ------------

                                                                       $    665,723            1,400,877
                                                                       ============         ============

LIABILITES AND SHAREHOLDERS' DEFICIENCY

 CURRENT LIAIBLITIES:

 Short-term bank credit                                                $     11,011         $          -
 Trade payables                                                             234,925              348,480
 Other payables and accrued expenses                                      1,048,395            1,446,281
 Convertible loan                                                           357,500              357,500
 Related parties                                                              7,500               12,562
 Customers advances in excess of costs incurred on contracts
 in progress                                                                349,237                    -
                                                                       ------------         ------------

                                                                          2,008,568            2,164,823
                                                                       ------------         ------------
 LONG-TERM LIBILITIES:

 Accrued severance pay                                                      188,354              175,856
                                                                       ------------         ------------

 SHARHOLDERS' DEFICIENCY

 Common shares of $0.001 par value, authorized -
  80,000,000 shares, issued and outstanding - 36,632,642
   shares                                                                    36,633               36,633
 Additional paid in capital                                              10,143,662           10,053,950
 Accumulated deficit                                                    (11,711,494)         (11,030,385)
                                                                       ------------         ------------

 Total shareholders' deficiency                                          (1,531,199)            (939,802)
                                                                       ------------         ------------

                                                                       $    665,723            1,400,877
                                                                       ============         ============

    THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE CONDENSED CONSOLIDATED
                          INTERIM FINANCIAL STATEMENTS.


                                      F - 3


                                                            ORGANITECH USA, INC.
CONDENSED CONSOLIDATED INTERIM STATEMENTS OF OPERATIONS
--------------------------------------------------------------------------------
IN U.S. DOLLARS (EXCEPT SHARE DATA)

                                                          SIX MONTHS                            THREE MONTHS
                                                         ENDED JUNE 30,                        ENDED JUNE 30,
                                               --------------------------------        --------------------------------
                                                   2008                2007                2008                2007
                                               ------------        ------------        ------------        ------------

Revenues                                       $    330,667        $    791,366        $    282,881        $    363,805

Cost of revenues                                    359,667             834,137             348,965             474,797
                                               ------------        ------------        ------------        ------------

Gross loss                                          (29,000)            (42,771)            (66,084)           (110,992)
                                               ------------        ------------        ------------        ------------

Research and development expenses                   174,613             176,700              99,073              82,229

Selling and marketing expenses                      174,928             304,821              69,460             169,873

General and administrative expenses                 283,168             260,866             165,194             139,712
                                               ------------        ------------        ------------        ------------

Total operating expenses                            632,709             742,387             333,727             391,814
                                               ------------        ------------        ------------        ------------

Operating loss                                     (661,709)           (785,158)           (399,811)           (502,806)

Financing expenses, net                             (19,400)            (21,574)            (15,772)             (9,848)
                                               ------------        ------------        ------------        ------------

Net loss                                       $   (681,109)       $   (806,732)       $   (415,583)       $   (512,654)
                                               ============        ============        ============        ============

Basic and diluted net loss per common
share                                          $      (0.02)       $      (0.03)       $      (0.01)       $      (0.02)
                                               ============        ============        ============        ============

Weighted average number of common shares
outstanding
used in basic and diluted net loss per
share calculation                                36,632,642          26,632,642          36,632,642          26,625,975
                                               ============        ============        ============        ============

    THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE CONDENSED CONSOLIDATED
                          INTERIM FINANCIAL STATEMENTS.


                                     F - 4


                                                            ORGANITECH USA, INC.
CONDENSED INTERIM STATEMENTS OF CHANGES IN SHAREHOLDERS' DEFICIENCY
-------------------------------------------------------------------------------
IN U.S. DOLLARS (EXCEPT SHARE DATA)

                                                     NUMBER OF                     ADDITIONAL
                                                    OUTSTANDING       COMMON         PAID IN       ACCUMULATED   TOTAL SHAREHOLDERS'
                                                   COMMON SHARES  SHARES CAPITAL     CAPITAL         DEFICIT        DEFICIENCY
                                                    ------------   ------------    ------------   ------------     ------------
                                                    IN THOUSANDS
                                                    ------------

Balance as of January 1, 2007                             26,633   $     26,633    $  7,987,627   $ (9,458,989)    $ (1,444,729)

Common shares ($0.20) issued in July, net (*)             10,000         10,000       1,857,953              -        1,867,953

Amortization of stock-based compensation                       -              -         203,007              -          203,007

Warrants granted to non employees                              -              -           5,363              -            5,363

Cumulative impact of change in accounting
for uncertainties in income taxes (Fin 48)                     -              -               -        (15,000)         (15,000)

Net loss                                                       -              -               -     (1,556,396)      (1,556,396)
                                                    ------------   ------------    ------------   ------------     ------------

Balance as of December 31, 2007                           36,633         36,633      10,053,950    (11,030,385)        (939,802)

Amortization of stock-based compensation                       -              -          89,712              -           89,712

Net loss for the period                                        -              -               -       (681,109)        (681,109)
                                                    ------------   ------------    ------------   ------------     ------------

Balance as of June 30, 2008 (unaudited)                   36,633   $     36,633    $ 10,143,662   $(11,711,494)    $ (1,531,199)
                                                    ============   ============    ============   ============     ============
(*) Net of issuance expenses.

    THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE CONDENSED CONSOLIDATED
                          INTERIM FINANCIAL STATEMENTS.


                                      F - 5


                                                            ORGANITECH USA, INC.
CONDENSED INTERIM STATEMTNS OF CASH FLOWS
-------------------------------------------------------------------------------
IN U.S. DOLLARS


                                                                                        SIX MONTHS ENDED
                                                                                            JUNE 30,
                                                                                   --------------------------
                                                                                      2008             2007
                                                                                   ---------        ---------

CASH FLOWS USED IN OPERATING ACTIVITIES:

Net loss                                                                           $(681,109)       $(806,732)
                                                                                   ---------        ---------

Adjustments to reconcile net loss to net cash used in operating activities :
Amortization of stock - based compensation                                            89,712          111,547
Depreciation                                                                          10,083           14,649
Profit from disposal of property and equipment                                       (11,214)               -
Changes in accrued severance pay, net                                                  3,177           21,045
Decrease (increase) in trade receivables                                             330,355         (163,857)
Increase in other receivables and long term lease deposit                            (82,397)         (13,210)
Decrease in inventories                                                                1,932          208,786
Decrease in trade payables                                                          (113,555)        (536,825)
Increase (decrease) in other payables and accrued expenses                          (430,543)         502,039
Increase (decrease) in customers advances                                            282,850         (208,986)
                                                                                   ---------        ---------

Total adjustments                                                                     80,400          (64,812)
                                                                                   ---------        ---------

Net cash used in operating activities                                               (600,709)        (871,544)
                                                                                   ---------        ---------

CASH FLOWS FROM INVESTING ACTIVITIES:

Increase in short-term deposits in banks                                             (11,995)               -
Proceeds from  disposal of property and equipment                                     45,052            3,813
Purchase of property and equipment                                                    (1,848)               -
                                                                                   ---------        ---------

Net cash provided by investing activities                                             31,209            3,813
                                                                                   ---------        ---------

CASH FLOWS FROM FINANCING ACTIVITIES :

Proceeds from issuance of a convertible loan                                               -          357,500
Increase in short-term credit                                                         11,011           69,930
                                                                                   ---------        ---------

Net cash provided by (used in) financing activities                                   11,011          427,430
                                                                                   ---------        ---------

Decrease in cash and cash equivalents                                               (558,489)        (440,301)

Cash and cash equivalents at the beginning of the period                             909,551          569,319
                                                                                   ---------        ---------

Cash and cash equivalents at the end the period                                    $ 351,062        $ 129,018
                                                                                   =========        =========

SUPPLEMENTARY CASH FLOW INFORMATION :

Interest paid                                                                      $  16,088        $  10,725
                                                                                   =========        =========

Income tax paid                                                                    $   1,735        $   1,445
                                                                                   =========        =========

    THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE CONDENSED CONSOLIDATED
                          INTERIM FINANCIAL STATEMENTS.


                                      F - 6


                                                            ORGANITECH USA, INC.
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
-------------------------------------------------------------------------------
IN U.S. DOLLARS

NOTE 1 - GENERAL

     A.   OrganiTech USA Inc. ("the Company" or "OrganiTECH"), and its
          subsidiary (collectively "the Group") design, develop, manufacture,
          market and support Hydroponics solutions and platforms for the
          Agriculture and Life-Science industries.

          The Company's core business is conducted primarily through its
          wholly-owned subsidiary, OrganiTECH Ltd. a company organized under the
          laws of Israel. OrganiTECH Ltd. operates mainly in the Agriculture
          Industrialization arena. Since its formation in 1999, it has been
          developing, producing and marketing its leading proprietary technology
          - a Self-contained, highly automated, robotic, sustainable
          agricultural platforms designed to automatically seed, transplant and
          harvest commercial quantities of hydroponics, pesticide free, green
          leafy vegetables, while maintaining lowest production costs and making
          optimal use of resources such as water, energy, labor and land/space.

     B.   The Company is devoting substantial efforts towards activities such as
          marketing its products, financial planning and capital raising. In the
          course of such activities, the Company and its subsidiary have
          sustained operating losses. The Company and its subsidiary have not
          achieved profitable operations or positive cash flows from operations
          or positive working capital. The Company's accumulated deficit
          aggregated to $11,711,494 through June 30, 2008. There is no assurance
          that profitable operations, if ever achieved, could be sustained on a
          continuing basis.

          The Company plans to continue to finance its operations with a
          combination of stock issuance and private placements and from its
          revenues. There are no assurances, however, that the Company will be
          successful in obtaining an adequate level of financing needed.

          These conditions raise substantial doubt about the Company's ability
          to continue as a going concern. The consolidated financial statements
          do not include any adjustments relating to the recoverability and
          classification of recorded assets amounts or the amounts and
          classification of liabilities that might be necessary should the
          Company be unable to continue as a going concern.

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES

          The accompanying unaudited interim consolidated financial statements
          have been prepared as of June 30, 2008, in accordance with United
          States generally accepted accounting principles relating to the
          preparation of financial statements for interim periods. Accordingly,
          they do not include all the information and footnotes required by
          generally accepted accounting principles for complete financial
          statements. In the opinion of management, all adjustments (consisting
          of normal recurring accruals) considered necessary for a fair
          presentation have been included. These financial statements should be
          read in conjunction with the Company's audited annual financial
          statements accompanying notes as of December 31, 2007 and for the year
          then ended. Operating results for the six-month and three-month
          periods ended June 30, 2008 are not necessarily indicative of the
          results that may be expected for the year ended December 31, 2008.


                                      F - 7


                                                            ORGANITECH USA, INC.
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
-------------------------------------------------------------------------------
IN U.S. DOLLARS

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (CONT.)

     IMPACT OF RECENTLY ACCOUNTING STANDARS

     (1)  In November 2007, the EITF issued EITF Issue No. 07-1, Accounting for
          Collaborative Arrangements Related to the Development and
          Commercialization of Intellectual Property. Companies may enter into
          arrangements with other companies to jointly develop, manufacture,
          distribute, and market a product. Often the activities associated with
          these arrangements are conducted by the collaborators without the
          creation of a separate legal entity (that is, the arrangement is
          operated as a "virtual joint venture"). The arrangements generally
          provide that the collaborators will share, based on contractually
          defined calculations, the profits or losses from the associated
          activities. Periodically, the collaborators share financial
          information related to product revenues generated (if any) and costs
          incurred that may trigger a sharing payment for the combined profits
          or losses. The consensus requires collaborators in such an arrangement
          to present the result of activities for which they act as the
          principal on a gross basis and report any payments received from (made
          to) other collaborators based on other applicable GAAP or, in the
          absence of other applicable GAAP, based on analogy to authoritative
          accounting literature or a reasonable, rational, and consistently
          applied accounting policy election. EITF Issue No. 07-1 is effective
          for collaborative arrangements in place at the beginning of the annual
          period beginning after December 15, 2008. The Company is currently
          evaluating the impact that this pronouncement may have on its
          consolidated financial statements.

     (2)  In June 2007, the Emerging Issues Task Force of the FASB ("EITF")
          reached a consensus on Issue No. 07-3, Accounting for Nonrefundable
          Advance Payments for Goods or Services Received for Use in Future
          Research and Development Activities (EITF 07-3). EITF 07-3 requires
          that non-refundable advance payments for goods or services that will
          be used or rendered for future research and development activities
          should be deferred and capitalized. The deferred amounts would be
          recognized as an expense as the related goods are delivered or the
          services are performed, or when the goods or services are no longer
          expected to be provided. This pronouncement is effective for financial
          statements issued for fiscal years beginning after December 15, 2007
          and earlier application is permitted. EITF 07-3 is to be applied
          prospectively for new contracts entered into on or after the effective
          date. The Company is currently evaluating the impact that this
          pronouncement may have on its consolidated financial statements.

NOTE 3 - CONTINGENCIES

     Legal claims

     In February 2000, OrganiTech Ltd. signed a distribution agreement with
     Leami ("Leami"), whereby it granted Leami the exclusive right to market
     OrganiTech Ltd's GrowTECH platforms in Israel. Under the terms of the
     agreement, Leami agreed to purchase two GrowTECH platforms in consideration
     for $100,000. In March 2000, OrganiTech Ltd. received an advance payment
     from Leami in an amount of $60,000. In July 2000, OrganiTech Ltd. delivered
     the two GrowTECH platforms to Leami.

     OrganiTech Ltd. and Leami negotiated certain claims of Leami concerning the
     GrowTECH platforms delivered and the distribution agreement. On February 2,
     2005, Leami filed a lawsuit against OrganiTech Ltd. in the amount of
     $295,500.

     On April 20, 2005 the Company filed a counter lawsuit against Leami at the
     amount of $148,800 claiming that Leami had not fulfilled its obligations
     and commitments under the sale agreement signed and by not doing so and
     taking other actions, it caused OrganiTech Ltd. to suffer damages and
     expenses. A Regional Tribunal has held several preliminary hearings in
     order to prepare the claim and counter-claim for trial.


                                      F - 8


                                                            ORGANITECH USA, INC.
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
-------------------------------------------------------------------------------
IN U.S. DOLLARS

NOTE 3 - CONTINGENCIES (CONT.)

     Legal claims (cont.)

     On July 3, 2008, during a sitting of the court, the judge recommended the
     two parties to enter into a mediation procedure for solving the two
     lawsuits both parties filed against each other. The Company's intention,
     based on its legal counsel, is to accept the court's recommendation.

     Company's management believes, based on the opinion of its legal counsel,
     that this claim will not have material adverse effect on the Company's
     financial condition.

NOTE 4 - OPTIONS

     A.   Options to Purchase Company Shares

          (1)  On December 3, 2006 the Company entered into a service agreement
               with a consultant whereby the consultant will present the Company
               to potential investors for a success-based consideration.
               Following the receiving of the Convertible Loan on March 2, 2007,
               the consultant is entitled to options for the purchase of 41,250
               shares of the Company's common shares for exercise price of $0.26
               per share. The options will expire on March 2, 2010. The fair
               value of the options at the grant date was $5,363.

          (2)  On April 17, 2008, the Company entered into an agreement with its
               CEO regarding her salary terms. Under the agreement, commencing
               November 2007 and until December 2008 (the "Period"), each month
               the Company will deduct NIS 10,000 from the CEO's gross salary.
               In consideration for this deduction the CEO is entitled to
               options from two kinds: the first warrant is for the purchase of
               209,799 shares of the Company's common shares for an exercise
               price of $0.001 per share and the second warrant is for the
               purchase of 80,692 shares of the Company's common shares for an
               exercise price of $0.26. The fair value of options at the grant
               date was $0.05 and $0 per option, respectively. Both options were
               granted on April 17, 2008 and shall vest during the Period in 14
               equal monthly portions. The first warrant will expire on April
               17, 2018 and the second warrant will expire on April 17, 2011. As
               a result, the Company recorded compensation expenses in the
               amount $5,994

     B.   Stock Option Plans

          (1)  On May 31, 2005, the Board of Directors approved a Stock Option
               Plan ("SOP") for Company's executives, directors, key employees
               and service providers comprising options to purchase up to
               1,622,000 common shares of the Company. On February 19, 2006, the
               Board of Directors approved the increasing of the SOP in
               additional options to purchase up to additional 3,000,000 common
               shares of the Company. As of March 31, 2008, 1,307,000 options of
               the Company were still available for future grants.

          (2)  In February 2008, the Board of Directors decided to modify the
               expiration date of certain options. The modification resulted in
               a new measurement date on the date of modification for all
               options extended. The amount of compensation expenses was
               calculated under SFAS 123(R) and is equal to the difference
               between the fair value of the options immediately before and
               after the modification. Compensation expense were recognized over
               the vesting period of the options. There is no impact as a result
               of the modification.


                                      F - 9


                                                            ORGANITECH USA, INC.
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
-------------------------------------------------------------------------------
IN U.S. DOLLARS

NOTE 4 - OPTIONS (CONT.)

     B.   Stock Option Plans (cont.)

          (2)  (cont.)

               In addition, In February 2008, the Board of Directors decided to
               accelerate the vesting period of certain options. As a result of
               the acceleration compensation expense in the amount of $14,394
               were recognized immediately.

          (3)  A summary of the Company's stock option activity with regards to
               its employees, officers and directors, under the plan as of June
               30, 2008 and June 30, 2007 is as follows:


                                                            JUNE 30, 2008
                                        -------------------------------------------------------
                                                                        WEIGHTED
                                                                        AVERAGE
                                                           WEIGHTED     REMAINING
                                                            AVERAGE     CONTRACTUAL  AGGREGATE
                                        NUMBER OF          EXERCISE       TERM       INTRINSIC
                                         OPTIONS            PRICE        (YEARS)    VALUE PRICE
                                        ----------        ----------   ----------   ----------

Outstanding as of January 1, 2008        3,706,508        $    0.234         7.98   $        -
  Granted                                  290,491             0.073
  Forfeited                                (40,000)       $    0.187
                                        ----------
Outstanding as of
  June 30 2008                           3,956,999        $    0.223         7.55   $   14,476
                                        ==========        ==========   ==========   ==========
  Vested and expected to  vest           3,908,524        $    0.208         7.08   $   14,166
                                        ==========        ==========   ==========   ==========
  Exercisable as of June 30, 2008        2,987,503        $    0.241         7.39   $    8,272
                                        ==========        ==========   ==========   ==========

                                                           JUNE 30, 2007
                                        ------------------------------------------------------
                                                                      WEIGHTED
                                                         WEIGHTED     AVERAGE
                                                         AVERAGE     REMAINING      AGGREGATE
                                        NUMBER OF        EXERCISE    CONTRACTUAL    INTRINSIC
                                         OPTIONS          PRICE     TERM (YEARS)   VALUE PRICE
                                        ----------      ----------   ----------    ----------

Outstanding as of January 1, 2007        3,276,508      $    0.231
Granted                                    430,000      $     0.26
                                        ----------
Outstanding as of
June 30, 2007                            3,706,508      $    0.253         8.47    $   14,300
                                        ==========      ==========   ==========    ==========
Vested and expected to  vest             3,706,508      $    0.253         8.47    $   14,300
                                        ==========      ==========   ==========    ==========
Exercisable as of June 30, 2007          1,851,508      $    0.254         8.13    $    8,320
                                        ==========      ==========   ==========    ==========


                                     F - 10


                                                            ORGANITECH USA, INC.
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
-------------------------------------------------------------------------------
IN U.S. DOLLARS

NOTE 4 - OPTIONS (CONT.)

     B.   Stock Option Plans (cont.)

          (4)  A summary of the Company's stock option activity with regards to
               its non-employees, as of June 30, 2008 and June 30, 2007 under
               the plan is as follows:

                                                             JUNE 30, 2008
                                        --------------------------------------------------------
                                                                        WEIGHTED
                                                          WEIGHTED      AVERAGE
                                                           AVERAGE     REMAINING      AGGREGATE
                                         NUMBER OF        EXERCISE    CONTRACTUAL     INTRINSIC
                                          OPTIONS          PRICE      TERM (YEARS)   VALUE PRICE
                                        ----------      ----------     ----------     ----------

Outstanding as of January 1, 2008          145,000      $    0.251           8.34     $        -
Forfeited                                  (30,000)     $    0.187
                                        ----------
Outstanding as of
June 30, 2008                              115,000      $    0.268           7.93     $        -
                                        ==========      ==========     ==========     ==========

Exercisable as of  June 30, 2008            62,500      $    0.261           7.90     $        -
                                        ==========      ==========     ==========     ==========

                                                         JUNE 30, 2007
                                        -------------------------------------------------
                                                                   WEIGHTED
                                                      WEIGHTED     AVERAGE
                                                       AVERAGE    REMAINING     AGGREGATE
                                       NUMBER OF      EXERCISE    CONTRACTUAL   INTRINSIC
                                        OPTIONS        PRICE     TERM (YEARS)  VALUE PRICE
                                       --------      --------     --------      --------
Outstanding as of
 January 1, 2007 and
   June 30, 2007                        145,000      $  0.251         8.84      $    585
                                       ========      ========     ========      ========
 Vested and expected to
   be vest                              145,000      $  0.251         8.84      $    585
                                       ========      ========     ========      ========
Exercisable as of
  June 30, 2007                          36,250      $  0.251         8.84      $    146
                                       ========      ========     ========      ========

          (5)  The aggregated intrinsic value in the tables above represents the
               total intrinsic value (the difference between the Company's
               closing stock price on the last trading day as of the relevant
               period and the exercise price, multiplied by the number of
               in-the-money options) that would have been received by the option
               holders had all option holders exercised their options on the
               last trading day of each period. This amount is changed based on
               the fair market value of the Company's stock.

          (6)  As of June 30, 2008, the total unrecognized estimated
               compensation costs related to non-vested stock options granted
               prior to that date was $150,047, which is expected to be
               recognized over a weighted average period of 0.82 years.


                                     F - 11


                                                            ORGANITECH USA, INC.
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
-------------------------------------------------------------------------------
IN U.S. DOLLARS

NOTE 4 - OPTIONS (CONT.)

     B.   Stock Option Plans (cont.)

          (7)  Compensation expenses were recognized during the three-month and
               six-month periods ended June 30, 2008 and June 30, 2007,
               respectively, as follows:

                                            SIX MONTHS                    THREE MONTHS
                                          ENDED JUNE 30,                 ENDED JUNE 30,
                                     ------------------------      ------------------------
                                        2008           2007           2008           2007
                                     ---------      ---------      ---------      ---------

Cost of revenues                     $  11,065      $  21,848      $   5,837      $  15,820

Research and development
expenses                                 8,589         13,058          4,828          9,145

Selling and marketing expenses          23,286         31,138         11,751         15,409

General and administration
expenses                                40,778         45,503         12,930         25,343
                                     ---------      ---------      ---------      ---------
                                     $  83,718      $ 111,547      $  35,346      $  65,717
                                     =========      =========      =========      =========


                                     F - 12


ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

The following management's discussion and analysis or plan of operation should
be read in conjunction with our condensed interim unaudited consolidated
financial statements for the period ended June 30, 2008 thereto contained
elsewhere in this report and with our audited consolidated financial statements
and notes for the year ended December 31, 2007.

This filing contains forward-looking statements. The words "anticipate,"
"believe," "expect," "plan," "intend," "seek," "estimate," "project," "will,"
"could," "may," and similar expressions are intended to identify forward-looking
statements. These statements include, among others, information regarding future
operations, future capital expenditures, and future net cash flow. Such
statements reflect our management's current views with respect to future events
and financial performance and involve risks and uncertainties, including,
without limitation: (a) the timing of our sales could fluctuate and lead to
performance delays; (b) without additional equity or debt financing we cannot
carry out our business plan; (c) we operate internationally and are subject to
currency fluctuations, which could cause us to incur losses even if our
operations are profitable; (d) our research and development facilities are
located in Israel and we have important facilities and resources located in
Israel which could be negatively affected due to military or political tensions;
(e) certain of our officers and employees are required to serve in the Israel
defense forces and this could force them to be absent from our business for
extended periods; (f) the rate of inflation in Israel may negatively impact our
costs if we exceeds the rate of devaluation of the NIS against the Dollar.
Should one or more of these risks or uncertainties occur, or should underlying
assumptions prove to be incorrect, actual results may vary materially and
adversely from those anticipated, believed, estimated or otherwise indicated.
These forward-looking statements speak only as of the date of this Report.
Subject at all times to relevant federal and state securities law disclosure
requirements, we expressly disclaim any obligation or undertaking to disseminate
any update or revisions to any forward-looking statement contained herein to
reflect any change in our expectations with regard thereto or any changes in
events, conditions or circumstances on which any such statement is based.
Consequently, all of the forward-looking statements made in this Report are
qualified by these cautionary statements and there can be no assurance of the
actual results or developments.

CRITICAL ACCOUNTING POLICIES AND USE OF ESTIMATES

The preparation of the consolidated financial statements in conformity with
accounting principles generally accepted in the United States requires
management to make estimates and assumptions in certain circumstances that
affect amounts reported in the accompanying consolidated financial statements
and related footnotes. Actual results may differ from these estimates. To
facilitate the understanding of the business activities, described below are
certain of our accounting policies that are relatively more important to the
portrayal of the financial condition and results of operations and that require
management's subjective judgments. We base our judgments on our experience and
various other assumptions that management believes to be reasonable under the
circumstances.

The following listing is not intended to be a comprehensive list of all of our
accounting policies. In many cases, the accounting treatment of a particular
transaction is specifically dictated by generally accepted accounting
principles, with no need for management's judgment in their application. There
are also areas in which management's judgment in selecting any available
alternative would not produce a materially different result.

REVENUE RECOGNITION

We believe our most critical accounting policy relates to revenue recognition as
described below.

We generate revenues from long-term contracts which are recognized based on
Statement of Position 81-1 "Accounting for Performance of Construction-Type and
Certain Production-Type Contracts" ("SOP 81-1") according to which revenues are
recognized based on either the completed contract basis or the percentage of
completion basis.

Based on the percentage-of-completion method, sales and profits under long-term
fixed-price contracts which provide for a substantial level of development and
design efforts in relation to total contract efforts are recorded based on the
ratio of hours incurred by key personnel to estimated total hours required from
such key personnel at completion.


                                       3


The percentage-of-completion method of accounting requires management to
estimate the cost and gross profit margin for each individual contract.
Estimated gross profit or loss from long-term contracts may change due to
changes in estimates resulting from differences between actual performance and
original estimated forecasts. Such changes in estimated gross profit are
recorded in results of operations when they are reasonably determinable by
management, on a cumulative catch-up basis. Anticipated losses on contracts are
charged to earnings when determined to be probable.

Penalties applicable to performance of contracts are considered in estimating
sales and profit rates and are recorded when there is sufficient information to
assess anticipated contract performance.

STOCK-BASED COMPENSATION

On January 1, 2006, we adopted Statement of Financial Accounting Standards No.
123 (revised 2004), "Share-Based Payment" ("SFAS 123(R)") which requires the
measurement and recognition of compensation expense based on estimated fair
values for all share-based payment awards made to employees and directors. In
March 2005, the Securities and Exchange Commission issued Staff Accounting
Bulletin No. 107 ("SAB 107") relating to SFAS 123(R). We have applied the
provisions of SAB 107 in its adoption of SFAS 123(R).

SFAS 123(R) requires companies to estimate the fair value of equity-based
payment awards on the date of grant using an option-pricing model. The value of
the portion of the award that is ultimately expected to vest is recognized as an
expense over the requisite service periods in our consolidated statement of
operations.

We adopted SFAS 123(R) using the modified prospective transition method, which
requires the application of the accounting standard starting from January 1,
2006, the first day of our fiscal year 2006. Under that transition method,
compensation cost recognized in the year ended December 31, 2006, includes: (a)
compensation cost for all share-based payments granted prior to, but not yet
vested as of January 1, 2006, based on the grant date fair value estimated in
accordance with the original provisions of Statement 123, and (b) compensation
cost for all share-based payments granted subsequent to January 1, 2006, based
on the grant-date fair value estimated in accordance with the provisions of
Statement 123(R). Results for prior periods have not been restated.

We recognize compensation expenses for the value of our awards, which have
graded vesting based on the straight line method over the requisite service
period of each of the awards.

The fair value of the options granted were estimated using a Black & Scholes
option pricing model. The expected volatility was calculated based upon actual
historical stock price movements over the most recent periods ending on the
grant date, equal to the expected option term. The expected option term
represents the period that our stock options are expected to be outstanding and
was determined based on simplified method permitted by SAB 107 as the average of
the vesting period and the contractual term. We have historically not paid
dividends and have no foreseeable plans to issue dividends. The risk-free
interest rate is based on the yield from U.S. Treasury zero-coupon bonds with an
equivalent term.

We apply SFAS No. 123 and Emerging Issues Task Force No. 96-18 "Accounting for
Equity Instruments that are Issued to other than Employees for Acquiring, or in
conjunction with selling, goods or services" ("EITF 96-18"), with respect to
options and warrants issued to non-employees. SFAS No. 123 requires the use of
option valuation models to measure the fair value of the options and warrants at
the date of grant.

CONTINGENCIES

We are, from time to time, subject to claims arising in the ordinary course of
our business, including patent, product liability and other litigation. In
determining whether liabilities should be recorded for pending litigation
claims, we assess the allegations made and the likelihood that we will
successfully defend the suit. When management believes that it is probable that
we will not prevail in a particular matter, management then estimates the amount
of the liability based in part on advice of outside legal counsel.


                                       4


COMPARISON OF THE QUARTER ENDED JUNE 30, 2008 TO THE QUARTER ENDED JUNE 30, 2007

SUMMARY

                                SIX-MONTH PERIOD ENDED JUNE 30,    THREE-MONTH PERIOD ENDED JUNE 30,
                                  ---------------------------         ---------------------------
                                     2008              2007              2008              2007
                                  ---------         ---------         ---------         ---------

Revenues                          $ 330,667         $ 791,366         $ 282,881         $ 363,805

Net Loss                          $(681,109)        $(806,732)        $(415,583)        $(512,654)

Net Loss per Common Share         $   (0.02)        $   (0.03)        $   (0.01)        $   (0.02)

Dividends per Common Share        $       0         $       0         $       0         $       0

RESULTS OF OPERATIONS

REVENUES

Revenues decreased by 58% to $330,677 in the six months ended June 30, 2008 from
$791,366 in the six months ended June 30, 2007. Revenues in the six months ended
June 30, 2008 derived primarily from a European customer with which we started a
project in Q2-2008 - as compared to the six months ended June 30, 2007 where
revenues were derived from one large scale project that was executed with a
Spanish customer. Both projects were recognized based on the
percentage-of-completion method. In the three months ended June 30, 2008
revenues decreased by 22% to $282,881 from $363,805 in the three months ended
June 30, 2007.

COST OF REVENUES AND GROSS PROFIT (LOSS)

Cost of revenues decreased by 57% to $359,667 in the six months ended June 30,
2008 from $834,137 in the six months ended June 30, 2007. Cost of revenues for
the six months ended June, 2008 consisted mainly of (i) materials, labor and
sub-contractors' expenses and provisions recorded for royalties and warranty
obligations that were related to the recognized revenues; (ii) an adjustment to
a provision for royalties ; (iii) a cancellation of provisions for warranty and
commissions of two of our projects; and (iv) a one-time conservative write-off
of capitalized costs related to one of our projects in the amount of $113,400.
Cost of revenues for the six months ended June 30, 2007 consisted of the same
items as in (i) above As a percentage of revenues, our cost of revenues were
109% in the six months ended June 30, 2008 compared to 105% in the six months
ended June 30, 2007.

In the three months ended June 30, 2008 cost of revenues decreased by 27% to
$348,965 from $474,797 in the three months ended June 30, 2007. The decrease was
primarily due to a decrease in the expenses related to the projects we
performed, that were smaller at Q2-2008 as compared to Q2-2007, offset by a
one-time conservative write-off of capitalized costs related to one of our
projects in the amount of $113,400.

For the reasons described above, we had gross loss of $29,000 in the six months
ended June 30, 2008 compared to a gross loss of $42,771 in the six months ended
June 30, 2007. For the same reasons described above, in the three months ended
June 30, 2008 we had gross loss of $66,084.

RESEARCH AND DEVELOPMENT EXPENSES

Research and development expenses weren't materially changed in the six months
ended June 30, 2008 as compared to the six months ended June 30, 2007 ($174,613
at H1-2008 versus $176,700 at H1-2007). As a percentage of revenues, our
research and development expenses were 53% in the six months ended June 30,
2008. Research and development expenses for both periods consisted mainly of
payroll costs.

In the three months ended June 30, 2008 research and development expenses
increased by 20% to $99,073 from $82,229 in the three months ended June 30,
2007. The increase was primarily due to increased payroll costs due to increased
hours spent on research and development activity. As a percentage of revenues,
our research and development expenses were 35% in the three months ended June
30, 2008.


                                       5


We expect to continue to incur research and development costs (which will be
limited to our available financial resources), related to our continued
development of the GrowTECH2500 and to a lesser extent, our continued
development of bio-tech product lines.

SALES AND MARKETING EXPENSES

Sales and marketing expenses decreased by 43% to $174,928 in the six months
ended June 30, 2008 from $304,821 in the six months ended June 30, 2007. The
decrease in sales and marketing expenses is primarily attributable to decreased
wage expenses, commissions related to recognized revenues and to the decrease of
amortization expenses of demo sites. As a percentage of revenues, our sales and
marketing expenses were 53% in the six months ended June 30, 2008.

In the three months ended June 30, 2008 selling and marketing expenses decreased
by 59% to $69,460 from $169,873 in the three months ended June 30, 2007. The
decrease was primarily due to decreased payroll costs and a decrease of
amortization expenses of demo sites. As a percentage of revenues, our selling
and marketing expenses were 25% in the three months ended June 30, 2008.

We expect to continue to incur increased sales and marketing expenses (limited
to our available financial resources), as we believe that the need for our
products is worldwide and our sales volume is directly influenced by the sales
and marketing efforts invested.

GENERAL AND ADMINISTRATIVE EXPENSES

General and administrative expenses increased by 9% to $283,168 in the six
months ended June 30, 2008 from $260,866 in the six months ended June 30, 2007.
The increase in general and administrative expenses was due to a decrease of
$65,250 (25%) in the wage expenses, professional services and other general and
administrative expenses which was offset by a one-time conservative cancellation
of an unbilled receivable in the amount of $87,552. As a percentage of revenues,
our general and administrative expenses were 86% in the six months ended June
30, 2008.

In the three months ended June 30, 2008 general and administrative expenses
increased by 18% to $165,194 from $139,712 in the three months ended June 30,
2007. The increase in general and administrative expenses was due to a decrease
of $62,070 (56%) in the wage expenses, professional services and other general
and administrative expenses which was offset by a one-time conservative
cancellation of an unbilled receivable in the amount of $87,552. As a percentage
of revenues, general and administration expenses were 58% in the three months
ended June 30, 2008.

We expect to maintain this level of general and administrative expenses, limited
to our available financial resources.

FINANCING EXPENSES

Financing expenses decreased to $19,400 in the six months ended June 30, 2008
from $21,574 in the six months ended June 30, 2007. During the six months ended
June 30, 2008 financing expenses consisted primarily of interest on a
convertible loan and financial institutions' fees, off-set by income related to
currency exchange rates, whereas during the six months ended June 30, 2007
financing expenses consisted primarily of interest on a convertible loan,
financial institutions' fees and expenses related to currency exchange rates.

In the three months ended June 30, 2008 financial expenses increased by 60% to
$15,772 from $9,848 in the three months ended June 30, 2007. The increase was
primarily due to expenses related to currency exchange rates.

OPERATING LOSS AND NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS

Our operating loss decreased by 16% to $661,709 in the six months ended June 30,
2008 from $785,158 in the six months ended June 30, 2007 and our net loss
decreased as well by 16% to $681,109 in the six months ended June 30, 2008 from
$806,732 in the six months ended June 30, 2007.

In the three months ended June 30, 2008 our operating loss decreased by 20% to
$399,811 from $502,806 in the three months ended June 30, 2007 and our net loss
decreased by 19% to $415,583 in the three months ended June 30, 2008 from
$512,654 in the three months ended June 30, 2007.


                                       6


FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES

LIQUIDITY AND CAPITAL RESOURCES

As of June 30, 2008, we had cash and cash equivalents totaling $351,062 compared
to $909,551 as of December 31, 2007 and $129,018 as of June 30, 2007.

Since our inception in 1999, we have financed our operations through private
sales of shares of our common stock and convertible loans, which have totaled as
of June 30, 2008 $9.0 million (net of issuance expenses). We have used the
proceeds of the sale of all securities for working capital and other general
corporate purposes.

Until we are able to generate sufficient cash from operations, we intend to use
our existing cash resources to finance our operations. Based on our existing
monthly expenses, we may not have sufficient cash to satisfy our operational and
development requirements over the next 12 months. Our consolidated financial
statements for the period ended June 30, 2008 and for the fiscal year ended
December 31, 2007 include an explanatory paragraph which states that we have
suffered recurring losses from operations and a negative cash flow from
operating activities that raise substantial doubt about our ability to continue
as a going concern.

For the six months ended June 30, 2008, we had $600,709 cash used in operating
activities compared with $871,544 for the six months ended June 30, 2007. The
operating cash outflow for the six months ended June 30, 2008, was primarily a
result of our net loss of $681,109 and a decrease in trade payables, other
payables and accrued expenses and by an increase in other receivables. The cash
outflow was partially offset by a increase in customers advances, by a decrease
in trade receivables, and by amortization of deferred stock-based compensation.

For the six months ended June 30, 2008 we had a net cash inflow provided by
investment activities of $31,209 that resulted from proceeds from the disposal
of property and equipment, partially off-set by an increase in short-term
deposits in banks and by a purchase of equipment, whereas for the six months
ended June 30, 2007 we had a net cash inflow provided by investment activities
of $3,813 that resulted from proceeds from the disposal of property and
equipment.

Our net cash inflow from financing activities for the six months ended June 30,
2008 was $11,011 compared with a net cash inflow of $427,430 for the six months
ended June 30, 2007. The net cash inflow from financing activities in the six
months ended June 30, 2008 was generated from an increase in short-term credit
from financial institutions, whereas in the six months ended June 30, 2007 the
net cash inflow was generated primarily from the proceeds from the issuance of a
convertible loan, and by an increase in short-term credit from financial
institutions.

Other than as otherwise mentioned in this quarterly report, there were no
material long term loans, commitments or off-balance sheet guarantees as of June
30, 2008.

OFF-BALANCE SHEET ARRANGEMENTS

We do not have any off-balance sheet arrangements that have or are reasonably
likely to have a current or future effect on our financial condition, changes in
future condition, revenues or expenses, results of operations, liquidity,
capital expenditures or capital resources.

ITEM 3 QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

Not applicable.

ITEM 4 CONTROLS AND PROCEDURES

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

Our management, including our chief executive officer and chief financial
officer, evaluated the effectiveness of our disclosure controls and procedures
as of the end of the period covered by this report. Based on that evaluation,
our management concluded that our disclosure controls and procedures as of the
end of the period covered by this report were effective such that the
information required to be disclosed by us in reports filed under the Securities
Exchange Act of 1934 is (i) recorded, processed, summarized and reported within
the time periods specified in the SEC's rules and forms and (ii) accumulated and
communicated to our management, including our President, as appropriate to allow
timely decisions regarding disclosure. A controls system cannot provide absolute
assurance, however, that the objectives of the controls system are met, and no
evaluation of controls can provide absolute assurance that all control issues
and instances of fraud, if any, within a company have been detected.


                                       7


MANAGEMENT'S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING FOR
DECEMBER 31, 2007

Our management is responsible for establishing and maintaining disclosure
controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the
Securities Exchange Act of 1934, as amended) for us.

In order to ensure whether our internal control over financial reporting is
effective, management has assessed such controls for its financial reporting as
of December 31, 2007. This assessment was based on criteria for effective
internal control over financial reporting described in Internal
Control-Integrated Framework issued by the Committee of Sponsoring Organizations
of the Treadway Commission ("COSO").

In performing this assessment, management has identified the following material
weaknesses:

Absence of adequate segregation of duties relating to oversight and management
of our systems. This resulted primarily from the fact that a certain part of the
work of our chief financial officer is not monitored or reviewed. The absence of
adequate segregation of duties may have an affect on the systems which we use in
the evaluation and processing of certain accounts and areas and in the posting
and recording of journal entries into certain accounts, as described below:

     o    REVENUE & RECEIVABLES PROCESS - There was a material weakness in the
          sub-process of `Expenses/Costs Related To Recognized Revenues' which
          resulted from the fact that there are certain calculations (such as
          (i) processing of purchase orders or other commercial engagements
          signed with customers, and (ii) distribution & delivery of goods sold
          to customers) that are made by our chief financial officer and which
          are not reviewed or approved by anyone else.

     o    PURCHASING & INVENTORY PROCESSES in Relation to the Allocations
          between Expense and Inventory - There was a material weakness in the
          sub-processes of `Purchasing and Recording Inventory' which resulted
          from the fact that there are certain calculations in relation to
          capitalizations of purchasing to Inventory, that are made by our chief
          financial officer and which are not reviewed by anyone else.

     o    FINANCIAL STATEMENTS CLOSING PROCESS- There was a material weakness in
          the process of closing our financial statements which resulted from
          the fact that the work of our chief financial officer in this process
          (starting with processing the trial balance, through the evaluation
          and implementation of policies and accounting issues, until the
          complete production of comprehensive financial statements) is not
          reviewed by anyone else.

     o    TREASURY AND CASH PROCESS - There was a material weakness in the
          sub-process of debt management which resulted from the fact that our
          chief financial officer manages, evaluates, and discloses all matters
          which relate to debts, convertible loans, hybrid debts, issuance
          expenses, interest, etc. whose work is not reviewed by anyone else.

As a result of these material weaknesses in our internal control over financial
reporting, our management concluded that our internal control over financial
reporting, as of December 31, 2007, was not effective based on the criteria set
forth by COSO in Internal Control - Integrated Framework. A material weakness in
internal control over financial reporting is a deficiency, or a combination of
deficiencies, in internal control over financial reporting, such that there is a
reasonable possibility that a material misstatement of the company's annual or
interim financial statements will not be prevented or detected on a timely
basis.

MANAGEMENT'S PLAN FOR REMEDIATION OF MATERIAL WEAKNESSES -

In light of the conclusion that our internal control over financial reporting
was not effective, our management is in the process of implementing a plan
intended to remediate such ineffectiveness and to strengthen our internal
controls over financial reporting through the implementation of certain remedial
measures, which include:

     o    Improving the control and oversight of the duties relating to the
          systems we use in the evaluation and processing of certain accounts
          and areas and in the posting and recording of journal entries into
          certain accounts (in which material weaknesses have been identified as
          described above);


                                       8


     o    The segregation of duties relating to the processing of accounts and
          the recording of journal entries into certain accounts; and

     o    Obtaining the assistance of experienced financial personnel to enhance
          our financial reporting capabilities by overseeing and reviewing the
          chief financial officer's work

We have commenced implementing controls to address the segregation of duties
relating to the systems we use in the evaluation and processing of certain
accounts and areas and in the posting and recording of journal entries into
certain accounts (in which material weaknesses have been identified as described
above). Additionally, we intend to actively obtain the assistance of experienced
financial personnel to enhance our financial reporting capabilities by
reviewing/overseeing the chief financial officer's work.

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

Management of the Company has evaluated, with the participation of the Chief
Executive Officer of the Company, any change in the Company's internal control
over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the
Exchange Act) that occurred during the period covered by this Report. There were
no changes in our internal control over the financial reporting identified in
that evaluation that occurred during the period covered by this Report that have
materially affected, or are reasonably likely to materially affect, our internal
control over financial reporting. However, since January 1, 2008, we have
commenced implementing controls to address the segregation of duties relating to
the systems we use in the evaluation and processing of certain accounts and
areas and in the posting and recording of journal entries into certain accounts
(in which material weaknesses have been identified as described above).
Additionally, we intend to actively obtain the assistance of experienced
financial personnel to enhance our financial reporting capabilities by
reviewing/overseeing the chief financial officer's work.

INHERENT LIMITATIONS ON EFFECTIVENESS OF INTERNAL CONTROLS

Our management, including our chief executive officer and chief financial
officer, do not expect that our disclosure controls or our internal control over
financial reporting will prevent or detect all errors and all fraud that could
occur. A control system, no matter how well designed and operated, can provide
only reasonable, not absolute, assurance that the control system's objectives
will be met. The design of a control system must reflect the fact that there are
resource constraints, and the benefits of controls must be considered relative
to their costs. Further, because of the inherent limitations in all control
systems, no evaluation of controls can provide absolute assurance that
misstatements due to error or fraud will not occur or that all control issues
and instances of fraud, if any, within our company have been detected. These
inherent limitations include the realities that judgments in decision-making can
be faulty and that breakdowns can occur because of simple error or mistake.
Controls can also be circumvented by the individual acts of some persons, by
collusion of two or more people, or by management override of the controls. The
design of any system of controls is based in part on certain assumptions about
the likelihood of future events, and there can be no assurance that any design
will succeed in achieving its stated goals under all potential future
conditions. Projections of any evaluation of controls effectiveness to future
periods are subject to risks. Over time, controls may become inadequate because
of changes in conditions or deterioration in the degree of compliance with
policies or procedures.


                                       9


                           PART II - OTHER INFORMATION

ITEM 1 LEGAL PROCEEDINGS

None

ITEM 1A RISK FACTORS

Not applicable

ITEM 2 UNRESGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

(a) During the period covered by this Report, neither we nor our wholly owned
subsidiary engaged in the sale of any of our unregistered equity securities.

(b) None

(c) Not applicable

ITEM 3 DEFAULTS UPON SENIOR SECURITIES

None

ITEM 4 SUBMISSIONS OF MATTERS TO A VOTE OF SECURITY HOLDERS

None

ITEM 5 OTHER INFORMATION

Since March 2008, our Board of Directors has commenced a reduction of the number
of its members, in order to facilitate an improvement in its functioning.

Mr. Ohad Hessel resigned from our Board of Directors on March 6, 2008. Mr.
Hessel served as our director from our inception in 1999. Mr. Yossi Levi, who
was appointed by Keren Katzir Debenture for Investment Ltd., one of our
affiliates, to serve on our Board of Directors resigned from the Board on May
11, 2008.

On April 27, 2008, Mr. Josef Noyman was appointed by the members our Board of
Directors to serve as an independent director. Mr. Noyman has 30 years
experience in industrial management in Israel. Since 2000, Mr. Noyman has worked
as an independent business consultant and serves as chairman of the board of
directors of several Israeli companies, including Kapro Industries Ltd, P.V.Ran
Plastic Works Ltd, Migvan Graphic Facilities (1993) Ltd. Since 2007 Mr. Noyman
has been serving as a director of Extra Plastic Ltd (TASE: EXTR). Mr. Noyman
earned a degree in Economics and Agriculture from the Hebrew University in
Israel and has completed additional studies in Entrepreneurship in Haifa
University, Israel.

ITEM 6 EXHIBITS

EXHIBIT NO.    DESCRIPTION
-----------    -----------------------------------------------------------------

3.1            Certificate of Incorporation of the Company. (1)

3.2            Bylaws of the Company (1)

3.3            Certificate of Incorporation of OrganiTECH Ltd. (English
               Translation). (2)


                                       10


3.4            Bylaws of OrganiTECH Ltd. (English Translation). (2)

10.1           Securities Purchase Agreement between the Company and Keren
               Katzir Debenture for Investment Ltd., dated July 10, 2007(4)

10.2           Registration Rights Agreement between the Company and Keren
               Katzir Debenture for Investment Ltd., dated July 10, 2007(4)

10.3           Warrant issued to Keren Katzir Debenture for Investment Ltd.,
               dated July 10, 2007(4)

21.1           Subsidiaries of the Registrant. (3)

31.1           Certification of Chief Executive Officer pursuant to Rule
               13a-14(a) or Rule 15d-14(a), as adopted pursuant to Section 302
               of the Sarbanes-Oxley Act of 2002 +

31.2           Certification of Chief Financial Officer pursuant to Rule
               13a-14(a) or Rule 15d-14(a), as adopted pursuant to Section 302
               of the Sarbanes-Oxley Act of 2002 +

32.1           Certification of Chief Executive Officer pursuant to 18 U.S.C.
               Section 1350, as adopted pursuant to Section 906 of the
               Sarbanes-Oxley Act of 2002 +

32.2           Certification of Chief Financial Officer pursuant to 18 U.S.C.
               Section 1350, as adopted pursuant to Section 906 of the
               Sarbanes-Oxley Act of 2002 +

(1)  Incorporated by reference to exhibits filed with the Company's Form 8-K,
     filed with the Commission on February 22, 2001.

(2)  Incorporated by reference to exhibits filed with the Company's Form
     10-KSB/A, filed with the Commission on August 23, 2005.

(3)  Incorporated by reference to exhibits filed with the Company's Form 10-KSB,
     filed with the Commission on March 30, 2006.

(4)  Incorporated by reference to exhibits filed with the Company's Current
     Report on Form 8-K filed with the Commission on July 23, 2007.

+Filed herewith.


Our current reports on Form 8-K filed since April 1, 2008 are as follows:

         MONTH                  FILING DATES
-------------------------- -------------------------
May 2008                        May 16, 2008


SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized, on August 5, 2008.

ORGANITECH USA, INC.

By: /s/ Gideon Sturlesi
-----------------------
Gideon Sturlesi, Chairman of the Board of Directors

By: /s/ Rachel Ben-Nun
-----------------------
Rachel Ben-Nun, Chief Executive Officer

By: /s/ Yaron Shalem
-----------------------
Yaron Shalem, Chief Financial Officer and Principal Accounting Officer


                                       11

ORGANITECH USA INC 10-Q