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 March 31, 2002
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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
------------------------------- -----------------------------
(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 April 30, 2002, 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)
Condensed Consolidated Interim Financial Statements
As of March 31, 2002
(Unaudited)
Contents
page
----------
Condensed Consolidated Interim Balance Sheets 3
Condensed Consolidated Interim Statements of operations 4
Condensed Consolidated Interim Statements of Cash Flows 5-6
Notes to Condensed Consolidated Interim Financial Statements 7-10
Organitech USA, Inc.
(A Development Stage Company)
Condensed Consolidated Interim Balance Sheets
---------------------------------------------
March 31, March 31, December 31,
2002 2001 2001
---------- ---------- ----------
Unaudited Unaudited Audited
---------- ---------- ----------
U.S. $ U.S. $ U.S. $
---------- ---------- ----------
Assets
Current assets :
Cash and cash equivalents 392,996 2,159,104 620,329
Short-term investments 43,267 -- 196,551
Other accounts receivable 117,222 55,259 71,165
Prepaid expenses 13,042 10,030 36,852
Raw material inventory 19,557 -- 11,808
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586,084 2,224,393 936,705
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Other assets 16,880 16,880 16,880
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Fixed assets, net 100,494 110,142 105,099
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703,458 2,351,415 1,058,684
========== ========== ==========
Liabilities and shareholders' equity
Current liabilities :
Trade accounts payable 51,274 178,507 135,785
Other accounts payable 128,098 309,767 123,323
Deferred income 135,000 -- 135,000
---------- ---------- ----------
314,372 488,274 394,108
---------- ---------- ----------
Liability for employee rights upon retirement, net of amount
founded -- 20,808 24,780
23,233
---------- ---------- ----------
Contingencies and Commitments (Note 4)
Shareholders' equity
Common shares of U.S.$ 0.001 par value, authorized -
80,000,000 shares,
issued and outstanding - 11,000,000 shares 11,100 11,100 11,100
Additional paid in capital 3,398,017 3,398,017 3,398,017
Stock based compensation 446,166 357,398 426,329
Accumulated deficit during the development stage (3,489,430) (1,924,182) (3,195,650)
---------- ---------- ----------
Total shareholders' equity 365,853 1,842,333 639,796
---------- ---------- ----------
703,458 2,351,415 1,058,684
========== ========== ==========
The accompanying notes are an integral part of the
consolidated interim financial statements.
3
- ----------------------------------- -------------------------------------
Chairman of the Board of Directors President
Organitech USA, Inc.
(A Development Stage Company)
Condensed Consolidated Interim Statements of Operations
Amounts
Three months Three months accumulated
ended ended Year ended during the
March 31, March 31, December 31, development
2002 2001 2001 stage
--------------- --------------- ---------------- ----------------
Unaudited Unaudited Audited Unaudited
--------------- --------------- ---------------- ----------------
U.S. $ U.S. $ U.S. $ U.S. $
--------------- --------------- ---------------- ----------------
Sales of PhytoChamber - - 32,620 32,620
Cost of sales - - 20,567 20,567
--------------- --------------- ---------------- ----------------
Gross profit - - 12,053 12,053
Research and development expenses, net 116,254 303,244 956,252 2,242,421
Selling and marketing expenses 15,114 - 145,416 160,530
General and administrative expenses 152,245 152,842 626,130 1,105,121
--------------- --------------- ---------------- ----------------
Operating loss 283,613 456,086 1,715,745 3,496,019
Financing expenses (income), net 10,167 (19,228) (27,419) (26,589)
Other expenses, net - - 20,000 20,000
--------------- --------------- ---------------- ----------------
Loss before income tax 293,780 436,858 1,708,326 3,489,430
Income tax - - - -
--------------- --------------- ---------------- ----------------
Net loss 293,780 436,858 1,708,326 3,489,430
=============== =============== ================ ================
Basic and diluted net loss
per common share (Note 3) 0.03 0.04 0.16
=============== =============== ================
Weighted average number of common shares outstanding used
in basic and diluted loss per share calculation
11,000,000 9,900,000 10,757,595
=============== =============== ================
The accompanying notes are an integral part of the
consolidated interim financial statements.
4
Organitech USA, Inc.
(A Development Stage Company)
Condensed Consolidated Interim Statements of Cash Flows
Amounts
Three months Three months Year ended accumulated
ended ended December 31, during the
March 31, March 31, development
2002 2001 2001 stage
--------------- --------------- --------------- ---------------
Unaudited Unaudited Audited Unaudited
--------------- --------------- --------------- ---------------
U.S. $ U.S. $ U.S. $ U.S. $
--------------- --------------- --------------- ---------------
Cash flows used in operating activities:
Net loss for the period / year (293,780) (436,858) (1,708,326) (3,489,430)
------------- --------------- --------------- ---------------
Adjustments to reconcile net loss to net cash used in
operating activities :
Depreciation 6,000 4,492 22,137 37,994
Liability for employee rights upon retirement, net of
amount founded (1,547) 3,697 7,669 23,233
Compensation from stock options 19,837 42,085 111,016 446,166
Changes in assets and liabilities :
(Increase) decrease in other accounts receivable
(46,057) (17,103) (33,009) (117,222)
Decrease (Increase) in prepaid expenses 23,810 40,724 13,902 (13,042)
Increase in raw material inventory (7,749) - (11,808) (19,557)
(Decrease) Increase in trade accounts payable
(84,511) 41,927 (795) 51,274
Increase in other accounts payable 4,775 59,264 41,554 128,098
(Decrease) Increase in deferred income - - (25,000) 135,000
------------- --------------- --------------- ---------------
Total adjustments (85,442) 175,086 125,666 671,944
Net cash used in operating activities (379,222) (261,772) (1,582,660) (2,817,486)
------------- --------------- --------------- ---------------
Cash flows from investing activities :
Decrease (Increase) in short-term investments 153,284 - (196,551) (43,267)
Investment in fixed assets (1,395) (6,006) (18,608) (138,488)
Investment in other assets - - - (16,880)
------------- --------------- --------------- ---------------
Net cash provided by (used in) investing activities
151,889 (6,006) (215,159) (198,635)
------------- --------------- --------------- ---------------
Cash flows from financing activities :
Proceeds from issuance of shares,
net of issuance expenses - 2,265,514 2,265,514 3,409,117
------------- --------------- --------------- ---------------
Net cash provided by financing activities - 2,265,514 2,265,514 3,409,117
------------ --------------- --------------- ---------------
The accompanying notes are an integral part of the
consolidated interim financial statements.
5
Organitech USA, Inc.
(A Development Stage Company)
Condensed Consolidated Interim Statements of Cash Flows - Continued
Amounts
Three months Three months accumulated
ended ended Year ended during the
March 31, March 31, December 31, development
2002 2001 2001 stage
---------------- ---------------- ---------------- ----------------
Unaudited Unaudited Audited Unaudited
---------------- ---------------- ---------------- ----------------
U.S. $ U.S. $ U.S. $ U.S. $
---------------- ---------------- ---------------- ----------------
Net cash used in operating activities (379,222) (261,772) (1,582,660) (2,817,486)
Net cash provided by (used in) investing activities
151,889 (6,006) (215,159) (198,635)
Net cash provided by financing activities - 2,265,514 2,265,514 3,409,117
Effect of exchange rate changes on cash - - (8,734) -
---------------- ---------------- ---------------- ----------------
Net (Decrease) increase in cash and cash equivalents
(227,333) 1,997,736 458,961 392,996
Cash and cash equivalents at beginning of period /
year 620,329 161,368 161,368 -
---------------- ---------------- ---------------- ----------------
Cash and cash equivalents at end of
period / year 392,996 2,159,104 620,329 392,996
================ ================ ================ ================
Supplementary disclosure of cash flow information :
Interest received (paid), net 1,428 19,228 (200)
================ ================ ================
Income tax paid, net (142) - (1,113)
================ ================ ================
The accompanying notes are an integral part of the
consolidated interim financial statements.
6
Organitech USA, Inc.
(A Development Stage Company)
Notes to Condensed Unaudited Consolidated Interim Financial Statements
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Note 1 - Description of Business
A. Organitech USA, Inc. (the "Company") (formerly "Incubate
This!, Inc."), organized under the laws of the state of
Delaware, 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, Organitech Ltd. 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. Another engineering solution developed by
Organitech Ltd. is a commercial new highly portable,
reliable, cost-effective, and versatile turnkey growth
chamber solution known as PhytoChamber.
The high technology industry, in which the Company is
involved, is competitive and is characterized by the
risks of rapidly changing technologies and penetration
into world markets. This requires the investment of
considerable resources and continuous development
efforts. The Company's future success is dependent upon
several factors including the technological quality and
price/performance of its products relative to those of
its competitors. Some of the Company's competitors and
potential competitors may have greater research,
development, financial or other resources or more
extensive business experience than the Company. There
can be no assurance that the Company will be able to
maintain the high technological quality of its products
relative to those of its competitors or to continue to
develop or market new products effectively.
B. The Company has not generated any revenues from sales of
the GrowTECH 2000 platform, and has incurred losses from
operations at the amount of U.S$ 293,780, U.S.$ 436,858,
U.S.$ 1,708,326 and U.S.$ 3,489,430 for the three-month
periods ended March 31, 2002 and 2001, for the year
ended December 31, 2001 and for the period from July 4,
1999 (inception) to March 31, 2002, respectively.
The Company's losses could continue for the next several
years as it continues to expand research and development
activities, increase its manufacturing, sales and
marketing capabilities. The Company does not have
sufficient cash to satisfy the operational and
developmental requirements over the next 12 months which
raise substantial doubt about its ability to continue as
a "going concern".
The continuation of the Company's operation as a "going
concern" is dependant upon its ability to invest the
required resources in completion of the research and
development, the quality of its technologies, future
market, selling the GrowTECH 2000 platform and the
continued financial support of its shareholders or on
obtaining of additional external sources of financing,
in order to secure the continuity of its operations.
7
Organitech USA, Inc.
(A Development Stage Company)
Notes to Condensed Unaudited Consolidated Interim Financial Statements
----------------------------------------------------------------------
Note 2 - Basis of Presentation
A. The accompanying unaudited interim consolidated
financial statements as of March 31, 2002 and for the
three month period then ended ("the Interim Financial
Statements") were prepared in a condensed form in
accordance with the instructions for Form 10-Q and,
therefore, do not include all disclosures necessary
for a complete presentation of financial condition,
results of operations, cash flows and all the data and
notes which are required when preparing annual
financial statements, in conformity with generally
accepted accounting principles
B. The accounting principles used in the presentation of
Interim Financial Statements are consistent with those
principles used in the presentation of the latest
annual financial statements. All significant
accounting policies have been applied consistently
with year ended December 31, 2001.
C. The preparation of Interim Financial Statements
requires management to make estimates and assumptions
that affect the reported amounts of assets and
liabilities, the disclosure of contingent assets and
liabilities at the date of the financial statements,
and the reported amounts of revenues and expenses
during the reported period. Actual results could
differ from those estimates. In the opinion of
management, all adjustments (consisting of normal
recurring accruals) considered necessary for fair
presentation of the Interim Financial Statements have
been included. The results of operations for the
three-month period ended March 31, 2002, are not
necessarily indicative of the results that may be
expected for the year ending December 31, 2002. The
Interim Financial Statements should be read in
conjunction with the Company's annual financial
statements as of December 31, 2001 and for the year
then ended and the accompanying notes thereto.
D. Accounting for the impairment or disposal of
Long-Lived Assets
Effective January 1, 2002, the Company adopted SFAS
No. 144 - Accounting for the Impairment or Disposal
of Long-Lived Assets. This Statement requires that
long-lived assets be reviewed for impairment whenever
events or changes in circumstances indicate that the
carrying amount of an asset may not be recoverable.
Recoverability of assets to be held and used is
measured by a comparison of the carrying amount of an
asset to future net cash flows expected to be
generated. Impairment charge is recognized by the
amount by which the carrying amount of the asset
exceeds the fair value of the asset. SFAS No. 144
requires companies to separately report discontinued
operations and extends that reporting to a component
of an entity that either has been disposed of (by
sale, abandonment, or in a distribution to owners) or
is classified as held for sale. Assets to be disposed
of are reported at the lower of the carrying amount
or fair value less costs to sell.
8
Organitech USA, Inc.
(A Development Stage Company)
Notes to Condensed Unaudited Consolidated Interim Financial Statements
----------------------------------------------------------------------
Note 3 - 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 4 - Contingencies and Commitments
A. Organitech Ltd. is committed to pay royalties to the
Israeli government on proceeds from the sales of
products, which the Israeli government participated in
their research and development by the way of grants.
Under the terms of the Company's approved funding
programs by the Israeli government - Office of the
Chief Scientist, royalty payments are computed on the
portion of sales from such products at a rate 3% to
5%. The commitment to the Office of the Chief
Scientist is limited to the amount of the received
participation.
The terms of the Chief Scientist grants restrict
Organitech Ltd. ability to manufacture products or
transfer the technologies developed using this grants
outside of Israel.
As of March 31, 2002, the balance of royalty bearing
grants due by the Company to the Office of the Chief
Scientist is approximately U.S. $ 247 thousands.
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, the Company signed a memorandum of
understanding with a Singaporean company ("Agronaut")
whereby the Company committed to sell two beta version
GrowTECH platforms ("GrowTECH platforms") in
consideration for U.S.$ 50,000 each. The Company
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.
An experimental stage commenced upon delivery of the
two GrowTECH platforms.
Agronaut will be released from its obligations under
this agreement should the GrowTECH platforms show
unsatisfactory production capabilities, as agreed upon
between the parties. In this case, the Company will
return U.S.$75,000 to Agronaut upon receipt of the two
GrowTECH platforms. As of the balance sheet date the
Company has not received acceptance from Agronaut in
regard to the two GrowTECH platforms.
9
Organitech USA, Inc.
(A Development Stage Company)
Notes to Condensed Unaudited Consolidated Interim Financial Statements
----------------------------------------------------------------------
Note 4 - Contingencies and Commitments
D. In July 2001, the Fund for Export Encouragement of the
Israeli Ministry of Industry and Trade ("FEE"), has
agreed to participate in financing Organitech Ltd.
marketing expenses incurred during 2001 and according
to the approved marketing plan, up to an amount of
U.S.$ 40,000, subject to fulfillment of the Fund's
requirements.
As of March 31, 2002, Organitech Ltd. has received
grants from the FEE in the amount of U.S.$ 13
thousands.
E. In November 2001, Organitech Ltd. and Agronaut
received approval from the Singapore-Israel Industrial
Research and Development ("SIIRD") for funding the
development of an updated commercial version of the
GrowTECH. SIIRD will participate in 40% of the
research and development expenses incurred, subject to
a maximum amount of U.S.$ 421,359. In November 2001
the Company received a down payment of U.S.$ 126
thousand. Organitech Ltd., together with the
Singaporean company is obligated to pay royalties to
SIIRD ranging from 1.5% to 2.5% on sales of products
developed with the grants from SIIRD, not to exceed
the total amount of grants received.
F. In September 2001, Organitech Ltd. received an
approval for Magnaton program through the Office of
the Israeli Chief Scientist ("OCS"). This R&D program
reflects a joint venture between Organitech Ltd. and
the Wietzman Institute in order to develop new
varieties of miniature tomatoes that can be adapted to
the GrowTECH 2000 system. The OCS participates in 66%
of the research and development expenses incurred,
subject to a maximum amount of NIS 344,282
(approximately U.S.$ 74 thousands). In October 2001,
Organitech Ltd. received a down payment of U.S.$
19,779. Organitech Ltd. is obligated to pay royalties
to the Wietzman institute up to 5% on sales of
products developed with the grants from the Magnaton
program.
G. On December 1, 2001, the Company signed an agreement
with Agronaut to establish and incorporate a
Singaporean company, subject to obtaining sufficient
government and/or private funding, which will be
engaged in the Agro-Technologies field under the name
of "Organitech Asia". Organitech Asia will be
established with an authorized share capital of
100,000 Singapore Dollars, of which the Company shall
hold 50% and Agronaut
10
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 or the Company's ability
to continue as a going concern. 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.
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:
[ ] Develop a commercially viable cultivation platform for green leaf plants;
[ ] Continue research on the development of new platforms by migration of its
existing technologies to new applications;
[ ] Improve the operational characteristics of the GrowTech and the
PhytoChamber; and
[ ] Research new potential markets and opportunities.
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 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 received final approval from
the SIIRDF for the funding project.
11
OrganiTech, together with the Singaporean company, will be obligated to
pay royalties to SIIRDF ranging from 1.5% to 2.5% 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. In November 2001,
Organitech received U.S.$126,000 from SIIRDF. During 2002 The Company expects to
receive an additional $126,000.
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, the Company received an approval for a grant
from the OCS for funding a new research and development program regarding the
adaptation of the GrowTech to miniature tomatoes. OCS will fund 50% of the
research and development expenses incurred up to a maximum of U.S.$178,000. In
April 2002, the Company received $40,815 from the OCS.
During the last quarter, the Company applied for financing of up to
$40,000 for the fiscal year 2002 from the Fund for Export Encouragement of the
Israeli Ministry of Industry and Trade ("FEE").
In May 2002 the Company received the FEE approval for this financing
and a first payment of $13,000 out of the approved $ 40,000.
OrganiTech does not have sufficient cash to satisfy its operational and
developmental requirements over the next 12 months. The Company is currently
evaluating funding alternatives. At the end of April management decided on
reduction of current burn rate by the dismissal of 60% of the employees and by
reducing other expenses.
OrganiTech's and our future operational and developmental requirements,
will depend upon numerous factors, including,
[ ] our ability to raise additional funding in order to continue as a going
concern;
[ ] the progress of our and OrganiTech's research activities;
[ ] the number and scope of our and OrganiTech's research programs;
[ ] the establishment of additional beta site farms in other key markets apart
from Singapore, such as in Europe and North America;
[ ] the progress of our and OrganiTech's development activities;
[ ] our and OrganiTech's ability to maintain current research and development
programs;
[ ] the costs involved in prosecuting and enforcing patent claims and other
intellectual property rights; and
[ ] the costs and timing of regulatory approvals.
12
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.
OrganiTech is currently in negotiations with a third party to lease and
operate a 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.
13
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K.
(b) Reports on Form 8-K
14
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: May 20, 2002 By: ________________________________________
Name: Lior Hessel
Title: President and Chief Financial Officer