
                                  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 September 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 September 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


ITEM 1 FINANCIAL STATEMENTS

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

                         CONDENSED CONSOLIDATED INTERIM
                              FINANCIAL STATEMENTS

                            AS OF SEPTEMBER 30, 2008
                                   (Unaudited)


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

                         CONDENSED CONSOLIDATED INTERIM
                              FINANCIAL STATEMENTS

                            AS OF SEPTEMBER 30, 2008
                                   (Unaudited)

                                    CONTENTS

                                                                      Page
                                                                      ----

Condensed Consolidated Interim Balance Sheet                          F - 3

Condensed Consolidated Interim Statements of Operation                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)


                                                                    DECEMBER 31        SEPTEMBER 30
                                                                       2007                2008
                                                                   ------------        ------------
                                                                                         UNAUDITED
                                                                                       ------------

ASSETS

CURRENT ASSETS:

Cash and cash equivalents                                          $    909,551        $     54,954
Restricted deposit                                                            -               4,418
Trade receivables                                                       115,001              11,040
Unbilled receivables                                                     76,306                   -
Other receivables and prepaid expenses                                   36,391             107,897
Costs incurred on contracts in progress                                  70,545                   -
                                                                   ------------        ------------

                                                                      1,207,794             178,309
                                                                   ------------        ------------
LONG-TERM ASSETS:
Deposit in respect with long-term lease                                  13,372               4,473
Severance pay fund                                                       86,851             100,072
                                                                   ------------        ------------
                                                                        100,223             104,545
                                                                   ------------        ------------

PROPERTY AND EQUIPMENT, NET                                              92,860              47,916
                                                                   ------------        ------------

                                                                   $  1,400,877        $    330,770
                                                                   ============        ============

LIABILITIES AND SHAREHOLDERS' DEFICIENCY

 CURRENT LIAIBLITIES:

 Trade payables                                                    $    348,480        $    526,239
 Other payables and accrued expenses                                  1,446,281             963,703
 Convertible loan                                                       357,500             357,500
 Related parties                                                         12,562               7,500
 Customers advances in excess of costs incurred on contracts
 in progress                                                                  -              87,849
                                                                   ------------        ------------

                                                                      2,164,823           1,942,791
                                                                   ------------        ------------
 LONG-TERM LIABILITIES:

 Accrued severance pay                                                  175,856             196,808
                                                                   ------------        ------------

 SHAREHOLDERS' 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                                          10,053,950          10,181,125
 Accumulated deficit                                                (11,030,385)        (12,026,587)
                                                                   ------------        ------------

 Total shareholders' deficiency                                        (939,802)         (1,808,829)
                                                                   ------------        ------------

                                                                   $  1,400,877        $    330,770
                                                                   ============        ============

   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)

                                                         NINE MONTHS                           THREE MONTHS
                                                      ENDED SEPTEMBER 30                     ENDED SEPTEMBER 30
                                              -------------------------------          ------------------------------
                                                  2007                2008                2007                2008
                                              -----------          ----------          ----------          ----------
                                                                             UNAUDITED
                                              -----------------------------------------------------------------------

Revenues                                      $ 1,205,569          $  656,885          $  414,203          $  326,218

Cost of revenues                                1,215,683             733,772             381,546             374,105
                                              -----------          ----------          ----------          ----------

Gross (loss) profit                               (10,114)            (76,887)             32,657             (47,887)
                                              -----------          ----------          ----------          ----------

Research and development expenses                 248,979             245,374              72,279              70,761

Selling and marketing expenses                    471,291             260,544             166,470              85,616

General and administrative expenses               420,162             388,170             159,296             105,002
                                              -----------          ----------          ----------          ----------

Total operating expenses                        1,140,432             894,088             398,045             261,379
                                              -----------          ----------          ----------          ----------

Operating loss                                 (1,150,546)           (970,975)           (365,388)           (309,266)

Financing (expenses) income, net                    5,697             (25,227)             27,271              (5,827)
                                              -----------          ----------          ----------          ----------

Net loss                                      $(1,144,849)         $ (996,202)         $ (338,117)         $ (315,093)
                                              ===========          ==========          ==========          ==========

Basic and diluted net loss per common
  share                                       $     (0.04)         $    (0.03)         $    (0.01)         $    (0.01)
                                              ===========          ==========          ==========          ==========

Weighted average number of common
  shares outstanding used in basic and
  diluted net loss per share calculation       29,316,466          36,632,642          34,654,620          36,632,642
                                              ===========          ==========          ==========          ==========

   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                       -                  -            127,175                  -             127,175

Net loss for the period                                        -                  -                  -           (996,202)           (996,202)
                                                    ------------       ------------       ------------       ------------        ------------

Balance as of September 30, 2008 (unaudited)              36,633       $     36,633       $ 10,181,125       $(12,026,587)       $ (1,808,829)
                                                    ============       ============       ============       ============        ============

(*) Net of issuance expenses.

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


                                      F - 5


                                                            ORGANITECH USA, INC.

CONDENSED CONSOLIDATED INTERIM STATEMTNS OF CASH FLOWS
--------------------------------------------------------------------------------
IN U.S. DOLLARS


                                                                                   NINE MONTHS ENDED SEPTEMBER 30
                                                                                   -----------        -----------
                                                                                       2007              2008
                                                                                   -----------        -----------
                                                                                              UNAUDITED
                                                                                   ------------------------------

CASH FLOWS USED IN OPERATING ACTIVITIES:

Net loss                                                                           $(1,144,849)       $  (996,202)
                                                                                   -----------        -----------

Adjustments to reconcile net loss to net cash used in operating activities :
Amortization of stock - based compensation                                             162,572            127,175
Depreciation                                                                            21,049             13,961
Profit from disposal of property and equipment                                               -            (11,214)
Changes in accrued severance pay, net                                                    9,136              7,731
Decrease (increase) in trade receivables                                              (337,639)           180,267
Increase in other receivables and long term lease deposit                              (79,539)           (62,607)
Decrease (increase) in Costs incurred on contracts in progress                          70,774           (125,056)
Increase (decrease) in trade payables                                                 (178,326)           177,759
Increase (decrease) in other payables and accrued expenses                             257,614           (352,640)
Increase (decrease) in customers advances                                             (449,280)           148,450
                                                                                   -----------        -----------

Total adjustments                                                                     (523,639)           103,826
                                                                                   -----------        -----------

Net cash used in operating activities                                               (1,668,488)          (892,376)
                                                                                   -----------        -----------

CASH FLOWS FROM INVESTING ACTIVITIES:

Increase in short-term deposits in banks                                                     -             (4,418)
Proceeds from  disposal of property and equipment                                        3,813             45,052
Purchase of property and equipment                                                           -             (2,855)
                                                                                   -----------        -----------

Net cash provided by investing activities                                                3,813             37,779
                                                                                   -----------        -----------

CASH FLOWS FROM FINANCING ACTIVITIES :

Issuance of shares, net of issuance expenses                                         1,883,120                  -
Proceeds from issuance of a convertible loan                                           357,500                  -
Decrease in short-term credit                                                           (1,574)                 -
                                                                                   -----------        -----------

Net cash provided by financing activities                                            2,239,046                  -
                                                                                   -----------        -----------

Decrease in cash and cash equivalents                                                  574,371           (854,597)

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

Cash and cash equivalents at the end the period                                    $ 1,143,690        $    54,954
                                                                                   ===========        ===========

SUPPLEMENTARY CASH FLOW INFORMATION :

   Interest paid
                                                                                   $    18,769        $    16,088
                                                                                   ===========        ===========

 Income tax paid                                                                   $     2,167        $     2,594
                                                                                   ===========        ===========


                                      F - 6


                                                            ORGANITECH USA, INC.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (UNAUDITED)
--------------------------------------------------------------------------------
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 $12,026,587 through September 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 September 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 nine-month and three-month
     periods ended September 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 (UNAUDITED)
--------------------------------------------------------------------------------
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 (UNAUDITED)
--------------------------------------------------------------------------------
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. The fair
          value of the options at the grant date was $10,490.

     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 September 30,
          2008, 947,000 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 (UNAUDITED)
--------------------------------------------------------------------------------
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 September 30,
          2008 and September 30, 2007 is as follows:

                                                        SEPTEMBER 30, 2008
                                        ---------------------------------------------------
                                                                    WEIGHTED
                                                      WEIGHTED      AVERAGE
                                                      AVERAGE      REMAINING      AGGREGATE
                                        NUMBER OF     EXERCISE      CONTRACT      INTRINSIC
                                         OPTIONS        PRICE      TERM (YEARS   VALUE PRICE
                                        ---------     ---------     ---------     ---------

Outstanding as of January 1, 2008       3,706,508     $   0.234
  Granted                                 290,491         0.073
  Forfeited                               (40,000)    $   0.187
                                        ---------
Outstanding as of
  September 30, 2008                    3,956,999     $   0.223          7.26     $   8,182
                                        =========     =========     =========     =========
  Vested and expected to vest           3,911,637     $   0.208          6.80     $   8,094
                                        =========     =========     =========     =========
  Exercisable as of September 30,
2008                                    3,049,751     $   0.242          7.16     $   6,429
                                        =========     =========     =========     =========

                                                        SEPTEMBER 30, 2008
                                        ---------------------------------------------------
                                                                    WEIGHTED
                                                        WEIGHTED     AVERAGE
                                                        AVERAGE     REMAINING     AGGREGATE
                                        NUMBER OF       EXERCISE    CONTRACT      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
September 30, 2007                      3,706,508      $   0.234         8.22    $       -
                                        =========      =========    =========    =========
Vested and expected to vest             3,706,508      $   0.234         8.22    $       -
                                        =========      =========    =========    =========
Exercisable as of September 30,
2007                                    1,851,508      $   0.254         7.89    $       -
                                        =========      =========    =========    =========


                                     F - 10


                                                            ORGANITECH USA, INC.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (UNAUDITED)
--------------------------------------------------------------------------------
IN U.S. DOLLARS

NOTE 4 - OPTIONS (CONT.)

     B.   Stock Option Plans (cont.)

     (3)  (cont.)

                                     WEIGHTED
                                     AVERAGE
                    OPTIONS FOR     REMAINING
   EXERCISE PRICE    ORDINARY    CONTRACTUAL TERM     OPTIONS
     PER SHARE        SHARES        (IN YEARS)      EXERCISABLE
     ---------       ---------       ---------        ---------

$          0.001       209,799         9.08           164,842
$   0.187 - 0.20     2,560,000         7.25         2,020,000
$    0.25 - 0.26       760,692         7.48           553,401
$           0.28       330,000         7.75           215,000
$           1.00        96,508         1.75            96,508
                        ------         ----            ------
                     3,956,999         7.30         3,049,751
                     =========         ====         =========

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

                                           SEPTEMBER 30, 2008
                          -------------------------------------------------
                                                       WEIGHTED
                                          WEIGHTED     AVERAGE
                                          AVERAGE     REMAINING     AGGREGATE
                           NUMBER OF      EXERCISE     CONTRACT     INTRINSIC
                            OPTIONS         PRICE     TERM (YEARS   VALUE PRICE
                          ---------       ---------    ---------    ---------

Outstanding as of
January 1, 2008             145,000       $   0.251
Forfeited                   (40,000)      $   0.187
                          ---------
Outstanding as of
September 30, 2008          105,000       $   0.276         7.73    $       -
                          =========       =========    =========    =========
Exercisable as of
 September 30, 2008          52,500       $   0.276         7.73    $       -
                          =========       =========    =========    =========

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

Outstanding as of
 January 1, 2007 and
 September 30, 2007           145,000       $ 0.251         8.59       $     -
                              =======       =======      =======       =======
 Vested and expected to
   be vest                    145,000       $ 0.251         8.59       $     -
                              =======       =======      =======       =======
Exercisable as of
  September 30, 2007           36,250       $ 0.251         8.59       $     -
                              =======       =======      =======       =======


                                     F - 11


                                                            ORGANITECH USA, INC.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (UNAUDITED)
--------------------------------------------------------------------------------
IN U.S. DOLLARS

NOTE 4 - OPTIONS (CONT.)

     B.   Stock Option Plans (cont.)

     (4)  (cont.)

                                   WEIGHTED
                                    AVERAGE
                                   REMAINING
                                 CONTRACTUAL
EXERCISE PRICE    OPTIONS FOR        TERM          OPTIONS
  PER SHARE      ORDINARY SHARES   (IN YEARS)    EXERCISABLE
------------       -------           ----         -------

$      0.187         5,000           7.25           2,500
$       0.28       100,000           7.75          50,000
                   -------           ----         -------
                   105,000           7.73          52,500
                   =======           ====         =======

     (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 September 30, 2008, the total unrecognized estimated
          compensation costs related to non-vested stock options granted prior
          to that date was $116,357, which is expected to be recognized over a
          weighted average period of 0.63 years.

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

                                       NINE MONTHS                  THREE MONTHS
                                    ENDED SEPTEMBER 30            ENDED SEPTEMBER 30
                                 -----------------------       -----------------------
                                   2007           2008           2007           2008
                                 --------       --------       --------       --------
                                                        UNAUDITED
                                 -----------------------------------------------------

Cost of revenues                 $ 28,865       $ 17,900       $  7,017       $  6,835

Research and development
  expenses                         16,539         12,025          3,481          3,436

Selling and marketing
  expenses                         50,110         39,257         18,972         12,974

General and administration
  expenses                         67,058         57,993         21,555         14,218
                                 --------       --------       --------       --------
                                 $162,572       $127,175       $ 51,025       $ 37,463
                                 ========       ========       ========       ========


                                     F - 12


                                     PART I

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 September 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 SEPTEMBER 30, 2008 TO THE QUARTER ENDED
SEPTEMBER 30, 2007

SUMMARY

                             NINE-MONTH PERIOD ENDED SEPTEMBER 30,  THREE-MONTH PERIOD ENDED SEPTEMBER 30,
                                 ------------------------------         ------------------------------
                                    2008                2007                2008               2007
                                 -----------        -----------         -----------        -----------

Revenues                         $   656,885        $ 1,205,569         $   326,218        $   414,203

Net Loss                         $  (996,202)       $(1,144,849)        $  (315,093)       $  (338,117)

Net Loss per Common Share        $     (0.03)       $     (0.04)        $     (0.01)       $     (0.01)

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

RESULTS OF OPERATIONS

REVENUES

Revenues decreased by 46% to $656,885 in the nine months ended September 30,
2008 from $1,205,569 in the nine months ended September 30, 2007. Revenues in
the nine months ended September 30, 2008 derived primarily from a European
customer with which we started a project in the second quarter of 2008 - as
compared to the nine months ended September 30, 2007 where revenues were derived
from two projects: a large scale project that was executed with a Spanish
customer and a medium scale project that was executed with an Israeli customer.
All the projects were recognized based on the percentage-of-completion method.
In the three months ended September 30, 2008 revenues decreased by 21% to
$326,218 from $414,203 in the three months ended September 30, 2007.

COST OF REVENUES AND GROSS PROFIT (LOSS)

Cost of revenues decreased by 40% to $733,772 in the nine months ended September
30, 2008 from $1,215,683 in the nine months ended September 30, 2007. Cost of
revenues for the nine months ended September, 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 nine months ended
September 30, 2007 consisted of the same items as in (i) above. As a percentage
of revenues, our cost of revenues were 112% in the nine months ended September
30, 2008 compared to 101% in the nine months ended September 30, 2007.

In the three months ended September 30, 2008 cost of revenues decreased by 2% to
$374,105 from $381,546 in the three months ended September 30, 2007. The
decrease was primarily due to a decrease in the expenses related to the projects
we performed, that were smaller in the third quarter of 2008 as compared to the
third quarter of 2007.

For the reasons described above, we had gross loss of $76,887 in the nine months
ended September 30, 2008 compared to a gross loss of $10,114 in the nine months
ended September 30, 2007. For the same reasons described above, in the three
months ended September 30, 2008 we had gross loss of $47,887.

RESEARCH AND DEVELOPMENT EXPENSES

Research and development expenses were not materially changed in the nine months
ended September 30, 2008 as compared to the nine months ended September 30, 2007
($245,374 versus $248,979, respectively). As a percentage of revenues, our
research and development expenses were 37% in the nine months ended September
30, 2008. Research and development expenses for both periods consisted mainly of
payroll costs.

Research and development expenses were not materially changed in the three
months ended September 30, 2008 as compared to the three months ended September
30, 2007 ($70,761 versus $72,279, respectively). As a percentage of revenues,
our research and development expenses were 22% in the three months ended
September 30, 2008. Research and development expenses for both periods consisted
mainly of payroll costs.


                                       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 45% to $260,544 in the nine months
ended September 30, 2008 from $471,291 in the nine months ended September 30,
2007. The decrease in sales and marketing expenses is primarily attributable to
decreased payroll costs, decreased overseas travel expenses and to the decrease
of amortization expenses of demo-sites. As a percentage of revenues, our sales
and marketing expenses were 40% in the nine months ended September 30, 2008.

In the three months ended September 30, 2008 sales and marketing expenses
decreased by 49% to $85,616 from $166,470 in the three months ended September
30, 2007. The decrease was primarily due to decreased payroll costs, decreased
overseas travel expenses and a decrease of amortization expenses of demo sites.
As a percentage of revenues, our selling and marketing expenses were 26% in the
three months ended September 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 decreased by 8% to $388,170 in the nine
months ended September 30, 2008 from $420,162 in the nine months ended September
30, 2007. The decrease in general and administrative expenses was due to a
decrease in the payroll costs, 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 59% in the nine months ended
September 30, 2008.

In the three months ended September 30, 2008 general and administrative expenses
decreased by 34% to $105,002 from $159,296 in the three months ended September
30, 2007. The decrease in general and administrative expenses was due to
decreased payroll costs, decreased professional services expenses and other
general and administrative expenses. As a percentage of revenues, general and
administration expenses were 32% in the three months ended September 30, 2008.

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

FINANCING EXPENSES

Financing expenses were $25,227 in the nine months ended September 30, 2008
compared to a financing income of $5,697 in the nine months ended September 30,
2007. During the nine months ended September 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 nine months ended September 30, 2007 financing income
consisted primarily of income related to currency exchange rates and income from
interest, off-set by interest on a convertible loan and financial institutions'
fees.

In the three months ended September 30, 2008 financing expenses were $5,827
compared to financing income of $27,271 in the three months ended September 30,
2007. The change in the financing item was primarily due to a decrease in income
related to currency exchange rates and a decrease in income from interest.

OPERATING LOSS AND NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS

Our operating loss decreased by 16% to $970,975 in the nine months ended
September 30, 2008 from $1,150,546 in the nine months ended September 30, 2007
and our net loss decreased by 13% to $996,202 in the nine months ended September
30, 2008 from $1,144,849 in the nine months ended September 30, 2007.

In the three months ended September 30, 2008 our operating loss decreased by 15%
to $309,266 from $365,388 in the three months ended September 30, 2007 and our
net loss decreased by 7% to $315,093 in the three months ended September 30,
2008 from $338,117 in the three months ended September 30, 2007.


                                       6


FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES

LIQUIDITY AND CAPITAL RESOURCES

As of September 30, 2008, we had cash and cash equivalents totaling $54,954
compared to $909,551 as of December 31, 2007 and $1,143,690 as of September 30,
2007.

Since our inception in 1999, we have financed our operations through private
sales of shares of our common stock and convertible loans, for an aggregate
amount of $9.0 million (net of issuance expenses) as of September 30, 2008. 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 September 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 nine months ended September 30, 2008, we had $892,376 cash used in
operating activities compared with $1,668,488 for the nine months ended
September 30, 2007. The operating cash outflow for the nine months ended
September 30, 2008, was primarily a result of our net loss of $996,202 and a
decrease in other payables and accrued expenses and by an increase in
inventories and in other receivables. The cash outflow was partially offset by a
decrease in trade receivables, by an increase in customers advances and in trade
payables and by an amortization of deferred stock-based compensation.

For the nine months ended September 30, 2008 we had a net cash inflow provided
by investment activities of $37,779 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
nine months ended September 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.

For the nine months ended September 30, 2008 we have no cash inflow or outflow
from financing activities, compared with a net cash inflow of $2,239,046 for the
nine months ended September 30, 2007. The net cash inflow from financing
activities in the nine months ended September 30, 2007 was generated primarily
from issuance of shares and from proceeds from the issuance of a convertible
loan.

Other than as otherwise mentioned in this quarterly report, there were no
material long term loans, commitments or off-balance sheet guarantees as of
September 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 accounting
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 chief executive officer, 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 accounting
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

Mr. Amnon Sudri who was nominated to serve on our Board of Directors by Keren
Katzir Debenture for Investment Ltd., one of our affiliates, resigned from our
Board of Directors on August 17, 2008.

On November 18, 2008, Yaron Shalem resigned as our Chief Financial Officer.

Neither of the resignations was the result of any disagreement with our company
or its management.

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)

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


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 Accounting 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 Accounting 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.

We have not filed any current reports on Form 8-K filed since July 1, 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 November 19, 2008.

ORGANITECH USA, INC.


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

By: /s/ Oren Bloch
----------------------
Oren Bloch, Chief Accounting Officer


                                       11

ORGANITECH USA INC 10-Q