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

         DIVISION OF
CORPORATION FINANCE
Mail Stop 7010

      June 7, 2006

Ms. Rachel Ben-Nun, Chief Executive Officer
Organitech USA, Inc.
P.O. Box 700
Yoqneam 20692, Israel



      Re:	Organitech USA, Inc.
		Registration Statement on Form SB-2
      Filed May 11, 2006
		File No. 333-134027

Dear Ms. Ben-Nun:

      We have limited our review of your filing to those issues we
have addressed in our comments.  Where indicated, we think you
should
revise your document in response to these comments.  If you
disagree,
we will consider your explanation as to why our comment is
inapplicable or a revision is unnecessary.  Please be as detailed
as
necessary in your explanation.  In some of our comments, we may
ask
you to provide us with information so we may better understand
your
disclosure.  After reviewing this information, we may raise
additional
comments.

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







General

1. Where comments on one section or document impact parallel
disclosure in another, make corresponding changes to all affected
sections and documents.

2. Please update the financial statements included in the Form SB-
2 as
required by Item 310(g) of Regulation S-B.  In addition, we remind
you
of your reporting obligation to file quarterly reports on Form 10-
QSB
within 45 days after the quarter end.

Selling Security Holders, page 15

3. Expand the table to include the natural persons with the power
to
vote or to dispose of the securities offered for resale by the
entities that are listed as selling security holders.  If more
than
one holder is listed as beneficial owner for the same securities,
include explanatory text or footnotes.  See Interpretation 4S of
the
Regulation S-K portion of the March 1999 supplement to the CF
telephone interpretation manual.

4. Identify as underwriters all selling security holders who are
registered broker-dealers, unless any such registered broker-
dealers
received the shares as compensation for investment banking
services.
In this regard, we note that CLAL Finance Underwriting Ltd. is a
registered broker-dealer.  Also, identify all affiliates of
registered
broker-dealers that are listed as selling security holders.

Form 10-KSB for the Fiscal Year Ended December 31, 2005

Management`s Discussion and Analysis of Financial Condition and
Results of Operations, page 16

Results of Operations, page 19

5. We note in the footnote to your table of certain selected
financial
data that you indicate reclassifications occurred between total
assets
and short-term obligations as a result of adopting SOP 81-1 in
2005.
Please clarify within the footnote why the adoption of SOP 81-1
would
result in a reclassification between these balance sheet accounts.
In
addition, please explain why you state that you did not adopt SOP
81-1
until 2005 when it appears from your accounting policy note
disclosures that you applied the guidance of SOP 81-1 in 2004 when
recognizing revenues under the completed contract method.





Liquidity and Capital Resources, page 20

6. We note your disclosure on page 20, in which you explain you
are
required to make investments in fixed assets in the amount of
$1,335,000 in order to maintain the benefits granted under the
Israeli
Encouragement of Capital Investments Law.  Please disclose within
MD&A
how you intend to fund these investments.  In the event you are
unable
to meet this requirement and you are unsuccessful in renegotiating
the
required investment amount, please discuss the impact the
cancellation
of these benefits will have on your results of operations and
financial position.

Controls and Procedures, page 27

7. We note that you have carried out an evaluation under the
supervision and with the participation of your management,
including
your chief executive officer and chief financial officer, of the
effectiveness of your disclosure controls and procedures as of
December 31, 2005.  Please comply with Item 307 of Regulation S-B
and
disclose the conclusion of your principal executive and principal
financial officers, or persons performing similar functions,
regarding
the effectiveness of your disclosure controls and procedures.

8. You state, "[w]ith the exception of the material weaknesses
noted
in our 10-KSB form for the year ended on December 31,
2004,...there
were no other changes in our internal control over financial
reporting
during the years ended December 31, 2004 and December 31, 2005
that
have materially affected, or a reasonably likely to materially
affect,
our internal control over financial reporting."  Please comply
with
Item 308(c) of Regulation S-B, which requires that you disclose
any
change in your internal control over financial reporting that is
identified in connection with the evaluation required by paragraph
(d)
of Exchange Act Rules 13a-15 or 15d-15 that occurred during the
fourth
fiscal quarter that has materially affected, or is reasonably
likely
to materially affect your internal control over financial
reporting.
If there were no changes in your internal controls over financial
reporting during the fourth fiscal quarter, then provide
disclosure to
that effect.

Financial Statements

Note 2 - Significant Accounting Policies, page F-14

J. Revenue Recognition, page F-16

9. We note your disclosure in which you explain that you
recognized
revenue on the completed contract basis in 2004, but adopted the
percentage of completion method in 2005.  Paragraph 27 of APB 20
requires a change in the method of accounting for long-term
construction type contracts to be accounted for retroactively.
Please
confirm you accounted for this change in accounting principle in
this
manner, and provide the disclosures outlined in paragraph 28 of
APB
20.

N. Stock-Based Compensation, page F-18

10. It appears that your note disclosures under this heading
contain
duplicative information.  Please revise your disclosures
accordingly.

Note 7 - Property and Equipment, net, page F-24

11. We note that within the property and equipment account balance
you
include an amount titled, "Base stock."  Please explain to us the
nature of this amount, and tell us why it is appropriately
included in
the property and equipment account balance.

Note 12 - Convertible Loans, pages F-25-26

12. We note you have issued convertible loans and warrants that
carry
registration rights.  SFAS 133 and EITF 00-19 contain guidance
regarding the classification and measurement of warrants and
instruments with embedded conversion features.  Please submit the
analyses that you performed, considering this guidance, in
determining
the appropriate accounting for such instruments.  If you require
further clarification, you may refer to Section II.B of Current
Accounting and Disclosure Issues, located on our website at
http://www.sec.gov/divisions/corpfin/acctdis120105.pdf.

Note 13 - Commitments and Contingencies

F. Sales Commitments, page F-31

13. We note that you have entered into two joint ventures, A.T.A
Jordan Valley Ltd. and A.A.G. Eilat Ltd.  Please expand your
disclosures under this heading or in the section of Significant
Accounting Policies to discuss your accounting methodology for
these
joint ventures.  In addition, please tell us how you have
accounted
for the sale of a GrowTECH 2500 system to A.T.A. with a purchase
price
of $100,000.

* * * * *
Closing Comments

      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we
may
have additional comments after reviewing your amendment and
responses
to our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing
includes all information required under the Securities Act of 1933
and
that they have provided all information investors require for an
informed investment decision.  Since the company and its
management
are in possession of all facts relating to a company`s disclosure,
they are responsible for the accuracy and adequacy of the
disclosures
they have made.

	Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:

?	should the Commission or the staff, acting pursuant to
delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;

?	the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and

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

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

      We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering of
the securities specified in the above registration statement.  We
will
act on the request and, pursuant to delegated authority, grant
acceleration of the effective date.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

      You may contact Tracie Towner at (202) 551-3744 or Jenifer
Gallagher at (202) 551-3706 if you have questions regarding
comments
on the financial statements and related matters.  Please contact
Carmen Moncada-Terry at (202) 551-3687 or, in her absence, the
undersigned at (202) 551-3685 with any other questions.


      					Sincerely,



      					Tangela Richter
      Branch Chief


cc: 	T. Towner
	J. Gallagher
      C. Moncada-Terry

      VIA FACSIMILE
      Adrian Daniels
      Yigan Arnon & Co.
      972-3-608-7714

Ms. Rachel Ben-Nun
Organitech USA, Inc.
June 7, 2006
Page 6