UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-QSB
(Mark One)
[x] Quarterly Report under Section 13 or 15(d)
of the Securities Exchange Act of 1934
for the quarterly period ended September 30, 2001
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[ ] Transition Report under Section 13 or 15(d)
of the Exchange Act
for the transition period from ________________ to ______________
Commission File Number 000-22151
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ORGANITECH USA, INC.
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(Exact Name of Small Business Issuer as Specified in Its Charter)
Delaware 93-0969365
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(State or Other Jurisdiction of (IRS Employer Identification No.)
Incorporation or Organization)
Technion Science Park, Nesher 36001, Israel
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(Address of principal executive offices)
972-4-830-8320
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(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 reports), and (2) has been
subject to such filing requirements for the past 90 days.
Yes [x] No [ ]
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: As of October 31, 2001, this issuer
had 11,000,000 shares of its common stock outstanding.
Transitional Small Business Disclosure Format (Check one): Yes [ ] No [x]
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
ORGANITECH USA, INC.
(A DEVELOPMENT STAGE COMPANY)
INTERIM CONSOLIDATED FINANCIAL STATEMENTS
AS OF SEPTEMBER 30, 2001
(UNAUDITED)
Contents
Page
Balance Sheet 2
Statements of Operations 3
Statements of Cash Flows 4
Notes to the Financial Statements 5-9
OrganiTech USA, Inc. (A Development Stage Company)
Balance Sheets
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September 30, December 31,
2001 2000
------------- ------------
Unaudited Audited
------------- ------------
Note U.S.$ U.S.$
-------- ------------- -------------
Current assets
Cash and cash equivalents 1,056,927 161,368
Short-term investments 22,970 -
Trade accounts receivable 4,102 -
Other accounts receivable 60,779 38,156
Prepaid expenses 54,143 50,754
Inventories 3 94,811 -
---------- ----------
1,293,732 250,278
---------- ----------
Other assets 16,880 16,880
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Fixed assets
Cost 142,737 118,485
Less - accumulated depreciation 25,933 9,857
---------- ----------
116,804 108,628
---------- ----------
1,427,416 375,786
========== ==========
Current liabilities
Short-term credits 9,685 -
Trade accounts payable 67,237 136,580
Other accounts payable and accrued liabilities 105,419 *
90,503
Deferred income 135,000 *160,000
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317,341 387,083
---------- ----------
Accrued severance pay 15,240 *17,111
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Stockholders' equity (deficit)
Common stock of U.S.$ 0.001 par value, authorized -
800,000,000 shares, issued and outstanding -
11,000,000 shares and 7,500,000 shares as of
September 30, 2001 and December 31, 2000 respectively 11,100 7,500
Additional paid-in capital 3,398,017 1,136,103
Stock based compensation 403,352 315,313
Deficit accumulated during the development stage (2,717,634) (1,487,324)
---------- ----------
1,094,835 (28,408)
Treasury stock 4 - -
---------- ----------
Total stockholders' equity (deficit) 1,094,835 (28,408)
---------- ----------
1,427,416 375,786
========== ==========
* Reclassified.
- -------------------------------- -----------------------------
Chairman of the Board President
The accompanying notes are an integral part of these financial statements.
2
OrganiTech USA, Inc. (A Development Stage Company)
Statements of Operations
- ------------------------------------------------------------------------------------------------------------------------------------
Amounts
Nine months ended Three months ended Accumulated
September 30, September 30, during the
------------------- -------------------- development
2001 2000 2001 2000 Stage
---- ---- ---- ---- -----------
Unaudited Unaudited Unaudited
------------------- -------------------- -----------
Note U.S.$ U.S.$ U.S.$
-------- ------------------- -------------------- -----------
Revenue 8,500 - 8,500 - 8,500
Cost of revenue 6,444 - 6,444 - 6,444
---------- --------- ---------- --------- ---------
Gross profit 2,056 - 2,056 - 2,056
Research and development
expenses, net 673,527 766,125 107,849 331,577 1,834,405
Selling and Marketing
expenses, net 99,685 - 99,685 - 99,685
General and administrative
expenses 477,190 240,093 156,680 226,480 812,973
---------- --------- ---------- --------- ---------
Operating loss 1,248,346 1,006,218 362,158 558,057 2,745,007
Financing income (55,889) (8,188) (21,233) (8,137) (74,278)
Financing expenses 27,853 8,929 20,901 5,530 36,905
Other expenses 10,000 - 10,000 - 10,000
---------- --------- ---------- --------- ---------
Loss before income tax 1,230,310 1,006,959 371,826 555,450 2,717,634
Income tax 5 - - - - -
---------- --------- ---------- --------- ---------
Net Loss 1,230,310 1,006,959 371,826 555,450 2,717,634
========== ========== ========== ========= =========
Basic and diluted net loss
Per ordinary share 0.115 0.139 0.033 0.074
========== ========== ========== =========
Weighted average number
of ordinary shares
outstanding used in basic
and diluted loss per
share calculations 10,700,000 7,242,647 11,100,000 7,500,000
========== ========== ========== =========
The accompanying notes are an integral part of these financial statements.
3
OrganiTech USA, Inc. (A Development Stage Company)
Statements of Cash Flows
- ------------------------------------------------------------------------------------------------------------------------------------
Amounts
Accumulated
Nine months ended September 30, during the
------------------------------- development
2001 2000 Stage
-------------- --------------- -----------
Unaudited Unaudited
------------------------------- -----------
U.S.$ U.S.$
------------------------------- -----------
Cash flows used in operating activities
Net loss (1,230,310) (1,006,959) (2,717,634)
Adjustments to reconcile net loss to net
cash used in operating activities:
Stock based compensation 88,039 224,700 403,352
Depreciation 16,076 4,702 25,933
Provision for severance pay, net (1,871) 18,259 15,240
Increase in accounts trade receivable (4,102) - (4,102)
Increase in other trade accounts receivable and prepaid
Expenses (26,012) (166,754) (114,922)
Increase in inventories (94,811) - (94,811)
Increase (decrease) in trade accounts payable (61,221) 162,929 68,093
Increase (decrease) in other accounts payable and accrued
Expenses 14,916 *108,739 * 105,419
Increase (decrease) in deferred income (25,000) *160,000 * 135,000
----------- ----------- -----------
Net cash used in operating activities (1,324,296) (494,384) (2,178,432)
----------- ----------- -----------
Cash flows used in investing activities:
Increase in short-term investments (22,970) - (22,970)
Purchase of fixed assets (24,252) (88,795) (142,737)
Purchase of other assets - - (16,880)
----------- ----------- -----------
Net cash used in investing activities (47,222) (88,795) (182,587)
----------- ----------- -----------
Cash flows from financing activities:
Increase (decrease) in short-term credit, net 9,685 (1,107) 9,685
Proceeds from issuance of shares net of issuance costs 2,265,514 1,031,341 3,409,117
----------- ----------- -----------
Net cash provided by financing activities 2,275,199 1,030,234 3,418,802
----------- ----------- -----------
Effect of exchange rate changes on cash (8,122) 940 (856)
----------- ----------- -----------
Net increase in cash and cash equivalents 895,559 447,995 1,056,927
Cash and cash equivalents at beginning of period 161,368 83,146 -
----------- ----------- -----------
Cash and cash equivalents at end of period 1,056,927 531,141 1,056,927
=========== =========== ===========
Supplementary disclosures of cash flow information
Cash paid for interest 80 87 261
=========== =========== ===========
* Reclassified
The accompanying notes are an integral part of these financial statements.
4
OrganiTech USA, Inc. (A Development Stage Company)
Notes to the Financial Statements as of September 30, 2001 (Unaudited)
- --------------------------------------------------------------------------------
Note 1 - Description of Business
OrganiTech USA, Inc. (the "Company") (formerly Incubate This!, Inc.) is
presently and primarily engaged through its wholly owned subsidiary,
OrganiTech Ltd. ("OrganiTech Ltd."), a company organized under the laws of
Israel, in the development of technologies, platforms, and applied
engineering solutions that cost effectively and completely automate the
method by which many foods, plants, and extracts are cultivated. Since its
formation, the Company has been developing its first proprietary solution,
the GrowTECH 2000 (TM), which is a low input-high output, self-contained,
portable, robotic, sustainable agricultural platform designed to
automatically seed, transplant and harvest commercial quantities of
hydroponics, pesticide free, green leaf vegetables.
To date, the Company has not generated any revenues from sales of the
GrowTech 2000 platform. The Company's losses could continue for the next
several years as it continues to expand research and development
activities, increase its manufacturing and sales and marketing
capabilities.
The continuation of the company's operation is dependent on the completion
of the development and the onset of selling, or on the obtaining of
additional external sources of financing.
Note 2 - Basis of Presentation
The accompanying unaudited interim consolidated financial statements as of
September 30, 2001 and for the nine and three month periods then ended
("the interim financial statements") were prepared in a condensed form in
accordance with the instructions for Form 10-QSB and, therefore, do not
include all disclosures necessary for a complete presentation of financial
condition, results of operations, and cash flows in conformity with
generally accepted accounting principles. All adjustments which are, in the
opinion of management, of a normal recurring nature and are considered
necessary for a fair presentation of the interim financial statements have
been included. The results of operations for the nine month period ended
September 30, 2001 are not necessarily indicative of the results that may
be expected for the fiscal year ending December 31, 2001 or any other
interim period. The accounting policies applied in the preparation of these
interim financial statements are identical to those applied in the
preparation of the latest annual financial statements. These interim
statements should be read in conjunction with the Company's annual
financial statements as of December 31, 2000 and for the year then ended
and the accompanying notes thereof.
Note 3 - Inventories
September 30, December 31,
2001 2000
------------- -------------
Unaudited Audited
------------- -------------
U.S.$ U.S.$
------------- -------------
Raw materials 2,170 -
Work in process 29,375 -
Finished goods 63,266 -
------ ------
94,811 -
====== ======
5
OrganiTech USA, Inc. (A Development Stage Company)
Notes to the Financial Statements as of September 30, 2001 (Unaudited)
- --------------------------------------------------------------------------------
Note 4 - Treasury stock
In October 2000, the Company issued 100,000 shares of common stock to an
OrganiTech Ltd. consultant ("the consultant") according to a consulting
agreement ("the consulting agreement"). In September 2001, the Company
accepted 100,000 shares of common stock of the Company from the consultant
due to certain corporate restructuring undergone by the Company, as
described in note 6 to the financial statements, shortly thereafter the
consulting agreement was terminated at the Parties' mutual agreement.
Note 5 - Income Tax
The law for the Encouragement of Capital Investment, 1959
In April 2001, OrganiTech Ltd. was granted a status of an "Approved
Enterprise" under the Israeli law for the Encouragement of Capital
Investments, 1959.
During the period of benefits, the income deriving from the "Approved
Enterprise" will be tax exempt for a period of ten years, commencing the
first year the "Approval Enterprise" generates taxable income. In the event
of distribution of cash dividends from income which was tax exempt,
Organitech Ltd. would have to pay 25% tax in respect of the amount
distributed.
The entitlement to the above benefits is conditional upon OrganiTech's
fulfilling the conditions stipulated by the law, regulations published
thereunder and the instruments of approval for the specific investment in
the Approved Enterprise. In the event of failure to comply with these
conditions, the benefits may be canceled and the Company may be required to
refund the amount of the benefits previously received, in whole or in part,
with the addition of linkage differences and interest.
6
OrganiTech USA, Inc. (A Development Stage Company)
Notes to the Financial Statements as of September 30, 2001 (Unaudited)
- --------------------------------------------------------------------------------
Note 6 - Pro Forma Information
In January 2001, the Company signed an agreement with OrganiTech Ltd.,
whereby the Company issued 7.5 million shares of common stock to the
shareholders of OrganiTech Ltd. in exchange for all of the outstanding
ordinary shares of the OrganiTech Ltd. not already owned by the Company.
The 7.5 million shares of common stock issued by the Company to the selling
shareholders represented 67.57% of the voting common stock of the Company.
Accordingly, this business combination is considered to be a reverse
acquisition. As such, for accounting purposes, OrganiTech Ltd. is
considered to be the acquirer while the Company is considered to be the
acquiree.
The following consolidated unaudited pro forma information gives effect to
the business combination as if it had occurred on January 1, 2000.
Nine months ended Three months ended September
September 30, September 30,
------------------- --------------------
2001 2000 2001 2000
---- ---- ---- ----
Unaudited Unaudited
------------------- --------------------
U.S.$ U.S.$
------------------- --------------------
Revenues 8,500 - 8,500 -
Net loss 1,230,310 1,806,788 371,826 801,799
Net loss per share 0.111 0.167 0.033 0.072
Weighted average number of
shares outstanding 11,100,000 10,842,647 11,100,000 11,100,000
Note 7 - Loss Per Share
Basic loss per share is computed by dividing net loss attributable to
common stockholders by the weighted average number of common shares
outstanding for the period. The computation of diluted loss per share does
not assume the issuance of common shares for all potential common shares as
the effect would be anti-dilutive.
Note 8 - Contingencies and Commitments
A. OrganiTech Ltd. receives grants from the Government of Israel through
the office of the Chief Scientist of the Ministry of Industry and Trade,
commonly referred to as the Chief Scientist, for the financing of a
significant portion of OrganiTech Ltd. research and development
expenditures in Israel.
The terms of the Chief Scientist grants restrict OrganiTech Ltd. ability
to manufacture products or transfer technologies developed using these
grants outside of Israel.
OrganiTech Ltd. is obligated to pay royalties to the Government of
Israel ranging from 3% to 5% on sales of products developed with the
grants from the Office of the Chief Scientist, not to exceed the total
amount of grants received.
OrganiTech Ltd. had received research and development grants from the
Office of the Chief Scientist in the amounts of U.S.$ 247,000 and U.S.$
109,000 as of September 30, 2001 and 2000, respectively.
7
OrganiTech USA, Inc. (A Development Stage Company)
Notes to the Financial Statements as of September 30, 2001 (Unaudited)
- --------------------------------------------------------------------------------
Note 8 - Contingencies and Commitments (cont'd)
B. In February 2000, OrganiTech Ltd. signed a distribution agreement
whereby it granted Net Alim the exclusive right to market OrganiTech
Ltd.'s GrowTech platforms in Israel. Under the terms of the agreement,
Net Alim agreed to purchase two GrowTech platforms in consideration for
U.S. $100,000. In March 2000, OrganiTech Ltd. received an advance
payment from Net Alim in an amount of U.S.$60,000. In July 2000,
OrganiTech Ltd. delivered the two GrowTech platforms to Net Alim.
OrganiTech Ltd. is currently involved in negotiations with Net Alim
regarding certain claims concerning the GrowTech platforms delivered and
the distribution agreement. According to the Company's legal advisors
the Company's exposure in respect of these claims would be immaterial.
C. In July 2000, OrganiTech Ltd. signed a memorandum of understanding with
a Singaporean company whereby OrganiTech Ltd. committed to sell two
GrowTech platforms in consideration for U.S.$50,000 each. OrganiTech
Ltd. received an advance of U.S.$100,000 for two GrowTech platforms
which were scheduled to be delivered during 2001. The two GrowTech
platforms were delivered in June 2001.
A six month experimental stage commenced upon delivery of the two
GrowTech platforms. The Singaporean company is committed to purchase
additional fifteen GrowTech platforms for U.S.$75,000 each and will
have exclusive sales and marketing rights to the GrowTech platform in
Singapore.
If the GrowTech platforms show unsatisfactory production capabilities,
the memorandum of understanding will be terminated and OrganiTech Ltd.
and the Singaporean company will be released from their respective
obligations thereunder.
D. In July 2001, the Fund for Export Encouragement of the Israeli Ministry
of Industry and Trade, has agreed to participate in financing OrganiTech
Ltd. marketing expenses incurred during 2001 and according to the
approved marketing plan, up to an amount of U.S.$40,000, subject to
fulfillment of the Fund's requirements.
OrganiTech Ltd. has received grants from the Export Encouragement of the
Israeli Ministry of Industry and Trade in the amount of U.S.$31,000 as
of September 30, 2001.
E. OrganiTech Ltd. and a Singaporean company have received preliminary
approval from the Singapore-Israel Industrial Research and Development
Foundation ("SIIRDF") for funding the development of an updated
commercial version of the GrowTech. SIIRDF will pay 40% of the research
and development expenses incurred, subject to a maximum amount of
U.S.$421,359. OrganiTech Ltd. has not received final approval from the
SIIRDF for the funding project.
Upon obtaining final approval for the SIIRDF funding project, OrganiTech
Ltd., together with the Singaporean company, will be obligated to pay
royalties to SIIRDF ranging from 3% to 5% on sales of products developed
with the funding from the SIIRDF. The amount of royalties payable to the
SIIRDF shall not exceed the amount of funding from the SIIRDF.
8
OrganiTech USA, Inc. (A Development Stage Company)
Notes to the Financial Statements as of September 30, 2001 (Unaudited)
- --------------------------------------------------------------------------------
Note 9 - Subsequent Events
A. On October 3, 2001, the Financial Accounting Standards Board
("FASB") issued FASB Statement No. 144, Accounting for the
Impairment or Disposal of Long-Lived Assets, which addresses
financial accounting and reporting for the impairment or disposal
of long-lived assets. While Statement No. 144 supersedes FASB
Statement No. 121, Accounting for the Impairment of Long-Lived
Assets and for Long-Lived Assets to Be Disposed Of, it retains many
of the fundamental provisions of that Statement. Implementation of
the standard is not expected to have a material impact on the
Company's financial position or results of operations.
9
Item 2. Plan of Operation.
Forward Looking Statements
This report contains forward-looking statements about our plans,
objectives, expectations and intentions. You can identify these statements by
words such as "estimate," "expect," "project," "plan," "intend," "believe,"
"may," "will," "anticipate" or other similar words. You should read statements
that contain these words carefully. They discuss our future expectations,
contain projections concerning our future results of operations or our financial
conditions or state other forward-looking information, and may involve known and
unknown risks over which we have no control. We cannot guarantee any future
results, level of activity, performance or achievements. Moreover, we assume no
obligation to update forward-looking statements or update the reasons why actual
results could differ materially from those anticipated in forward-looking
statements.
Plan of Operation
Our core business is conducted primarily through our wholly-owned
subsidiary OrganiTech Ltd., a company organized under the laws of Israel
("OrganiTech"). OrganiTech develops technologies, platforms, and applied
engineering solutions that cost effectively and completely automate the method
by which many foods, plants, and extracts are cultivated. Since OrganiTech's
formation, it has been developing its first proprietary solution, the GrowTECH
2000(TM) ("GrowTech"), which is a low input-high output, self-contained,
portable, robotic, sustainable agricultural platform designed to automatically
seed, transplant and harvest commercial quantities of hydroponic, pesticide
free, green leaf vegetables. OrganiTech has received a U.S. patent for the
GrowTech, which we believe will provide OrganiTech with a strong advantage over
its competitors and enable OrganiTech to increase its research and development
efforts of integrating the technologies of the GrowTech into new platforms.
OrganiTech recently commenced the commercial launch and initial sales of a new
line of its products, PhytoChamber(TM). PhytoChamber is a two-chambered,
cost-effective platform that maximizes growth conditions for certain plants used
by biotechnology researchers. During the last quarter, OrganiTech sold one
prototype PhytoChamber for approximately $8,500. More recently, at the beginning
of our fourth quarter, OrganiTech sold one PhytoChamber for approximately
$21,000. OrganiTech expects to receive proceeds from additional sales of the
PhytoChamber during our fourth quarter.
We intend to focus the majority of our financial resources over the
next 12 months on OrganiTech, which is endeavoring, among other things, to
complete development of the GrowTech and increase the marketing efforts related
to the PhytoChamber. The primary research and development goals of OrganiTech
over the next 12 months are to:
o Develop a commercially viable cultivation platform for green leaf plants;
o Continue research on the development of new platforms by migration of its
existing technologies to new applications;
o Improve the operational characteristics of the GrowTech and the PhytoChamber;
and
o Research new potential markets and opportunities.
10
Additionally, we plan to increase OrganiTech's involvement with its
business activities in Singapore through the development of an updated
commercial version of the GrowTech which is adaptable to the needs of the
Southeast Asian market. In order to fund this activity in Singapore, OrganiTech
and a Singaporean company have received preliminary approval for financing from
the Singapore-Israel Industrial Research and Development Foundation ("SIIRDF").
SIIRDF will fund 40% of the research and development expenses incurred in
connection with the development of a commercial version of the GrowTech, up to a
maximum amount of U.S.$421,359. OrganiTech Ltd. has not received final approval
from the SIIRDF for the funding project. If OrganiTech does not receive the
funding from the SIIRDF, OrganiTech will continue the development of the
technology related to this product, but will be required to seek alternative
financing sources in order to increase its involvement with its business
activities in Singapore.
Upon obtaining final approval for the SIIRDF funding project,
OrganiTech, together with the Singaporean company, will be obligated to pay
royalties to SIIRDF ranging from 3% to 5% on sales of products developed with
the funding from the SIIRDF. The amount of royalties payable to the SIIRDF shall
not exceed the amount of funding from the SIIRDF.
OrganiTech is also planning on increasing its involvement with its
business activities in Europe and North America. OrganiTech is currently
negotiating with third parties to establish beta site farms in Europe and North
America.
During the last quarter, OrganiTech received approval of an $85,000
grant from the Chief Scientist of the Israeli Ministry of Commerce to work with
the Weitzman Institute's Magnaton program for the development of a breeding
program for miniature tomatoes. OrganiTech intends to apply for additional
financing from the Chief Scientist to fund the engineering costs for the
development of the breeding program.
During the last quarter, the Fund for Export Encouragement of the
Israeli Ministry of Industry and Trade agreed to finance up to $40,000 of
OrganiTech's 2001 market expenses, subject to the fulfillment of the Fund's
requirements.
OrganiTech does not have sufficient cash to satisfy our and
OrganiTech's operational and developmental requirements over the next 12 months.
We are currently evaluating funding alternatives. If we are unable to raise net
proceeds of at least $500,000 by the end of our current fiscal year, we will
have to reduce our and OrganiTech's annual operational and developmental budget
by approximately 30% during the first quarter of 2002. OrganiTech's and our
future operational and developmental requirements, will depend upon numerous
factors, including,
o our ability to raise additional funding;
o the progress of our and OrganiTech's research activities;
o the number and scope of our and OrganiTech's research programs;
o the establishment of additional beta site farms in other key markets apart
from Singapore, such as in Europe and North America;
o the progress of our and OrganiTech's development activities;
o our and OrganiTech's ability to maintain current research and development
programs;
11
o the costs involved in prosecuting and enforcing patent claims and other
intellectual property rights; and
o the costs and timing of regulatory approvals.
As mentioned above, we are seeking additional funding through
additional sales of securities. There is, however, no assurance that we will be
able to obtain additional financing on acceptable terms or at all.
Over the next 12 months, OrganiTech intends to lease and operate a
production facility subject to commercial orders of the GrowTech being received.
OrganiTech is currently in negotiations with a third party for such production
facility. OrganiTech has received approval from the Investment Center of the
Israel Ministry of Commerce and Trade to operate a production facility under
certain tax exempt conditions. The receipt of such tax benefits is conditional
upon OrganiTech's fulfilling certain obligations stipulated by Israeli law,
regulations published thereunder and instruments of approval, such as moving our
operations into a certain geographic area as determined by the Investment
Center. If OrganiTech fails to comply with such conditions, the tax benefits may
be canceled and OrganiTech may be required to refund, in whole or in part, any
benefits previously received. In connection with the production facility, we
and/or OrganiTech may purchase plant equipment or other significant equipment.
We do not expect to institute a significant change in the number of
employees over the next 12 months; provided, however, if we are unable to raise
an additional $500,000 in net proceeds by the end of the current fiscal year, we
will have to reduce salaries for all employees and we will have to reduce
OrganiTech's workforce by 3 or 4 temporary employees.
12
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K.
(b) Reports on Form 8-K
(1) We filed a report on Form 8-K/A on August 13, 2001 for an event
occurring on March 29, 2001, amending Form 8-K filed with the Securities and
Exchange Commission on April 5, 2001, amending our disclosure regarding the
change in our independent accountants and attaching the required letter from our
former independent accountants.
13
SIGNATURES
----------
In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
OrganiTech USA, Inc.
Date: November 12, 2001 By: /s/ Lior Hessel
---------------------------
Lior Hessel
President
Date: November 12, 2001 By: /s/ Tamir Rabina, CPA
---------------------------
Tamir Rabina, CPA
Chief Financial Officer
14