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

         DIVISION OF
CORPORATION FINANCE
Mail Stop 7010

      August 15, 2006

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



      Re:	Organitech USA, Inc.
		Amendment No. 1 to Registration Statement on Form SB-2
      Filed July 26, 2006
		File No. 333-134027

		Form 10-KSB/A1 for the fiscal year ended December 31,
2005
		Filed July 26, 2006
		File No. 0-22151



Dear Ms. Ben-Nun:

      We have reviewed your response letter dated July 25, 2006,
the
amended filing, and we have the following 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.




Form SB-2/A1 Filed on July 26, 2006

Financial Statements, page 50
1. Please update the financial information included in the
document
to comply with Item 310(g) of Regulation S-B.

Form 10-KSB/A1 for the Fiscal Year Ended December 31, 2005

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

Controls and Procedures, page 27
2. We have read your response to prior comment seven and note that
you have revised your disclosure to indicate that your disclosure
controls and procedures are generally effective as of the end of
the
period covered by your report.  Please disclose definitively
whether
your disclosure controls were effective or were not effective as
of
December 31, 2005.  If you conclude that your disclosure controls
and
procedures were not effective due to the presence of material
weaknesses, please  disclose each material weakness identified,
the
impact these weaknesses had on your financial reporting and
control
environment and the steps you are taking to remediate the
weaknesses.
This comment also applies to your disclosure of controls and
procedures included in your Form 10-QSB for the interim periods
ended
March 31, 2006 and June 30, 2006.

Financial Statements

Note 12 - Convertible Loans, page F-25
3. We note that you issued an additional 200,000 shares of common
stock to Gali in May 2005 as payment for additional financing
expenses.  In addition, we note that you reduced additional paid
in
capital for the par value of the shares issued.  It does not
appear
that you have reflected this additional expense on your
consolidated
statement of operations for the year ended December 31, 2005.
Please
explain to us how you have reflected the payment of these
financing
expenses in your financial statements.  Within your response
please
cite the authoritative accounting literature you believe supports
your treatment for these expenses.





Note 14- Share Capital, page 32

N. Private Placement in Public Entity ("PIPE"), page F-35
4. We note your disclosure at Note 12B in which you state the
promissory note due to Clal was converted on March 2, 2005.  In
addition, we note that in 2005 and 2006 you issued common stock
and
warrants to Clal and received gross proceeds totaling $1,000,000.
Please explain to us how you reflected these transactions in your
financial statements.  In this regard, it does not appear that you
have reflected the issuance of any common shares to Clal in you
statements of stockholders equity.

* * * * *
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.
August 15, 2006
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