SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report( date of earliest event reported) : May 20, 2004
OrganiTECH U.S.A. INC.
(Exact name of Registrant as specified in its charter)
Delaware 0-XXXXXX 0969365
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(State or other (Commission File No.) (IRS Employer jurisdiction of
Identification No.) incorporation)
YOQNEAM INDUSTRIAL AREA
P.O. BOX 700, YOQNEAM 20692, ISRAEL
972-4-959-0515
(Address of principal place of business or intended principal
place of business)
LIOR HESSEL, PRESIDENT AND CHIEF EXECUTIVE OFFICER
YOQNEAM INDUSTRIAL AREA
P.O. BOX 700, YOQNEAM 20692, ISRAEL
972-4-959-0515
(Name, address and telephone number of agent for service)
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
On March 29, 2004, the Board of Directors of OrganiTECH USA, Inc. (the
"Company") approved the dismissal of Rahav, Reshef, Ben-Ami & Ovadiah ("Rahav")
as the Company's independent public accountants. The dismissal was effective on
March 14, 2003.
Rahav's reports on the Company's financial statements for the year ended
December 31, 2002 did not contain any adverse opinion or disclaimer of opinion,
nor were they qualified or modified as to uncertainty, audit scope or accounting
principles, except that Rahav's report on the Company's financial statements for
the years ended December 31, 2002, contained a separate paragraph stating "the
Company does not have sufficient cash to satisfy the operational and development
requirements over the next 12 months. In addition, the Company has suffered
recurring losses from operations and a negative cash flow from operating
activities that raise substantial doubt about its ability to continue as a going
concern. The consolidated financial statements do not include any adjustments
that might result from the outcome of this uncertainty." Rahav's report on the
Company's financial statements for the year ended December 31, 2002 was filed on
April 14, 2003 with the Company's Annual Report on Form 10-K for the year ended
December 31, 2002.
During the years ended December 31, 2002 and through the date of this Current
Report, there were no disagreements with Rahav on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope and
procedures which, if not resolved to Rahav's satisfaction, would have caused
Rahav to make reference to the subject matter in their report. The Company did
not receive notice from Rahav with respect to any of the items described in Item
304(a)(1)(iv)(B) of Regulation S-B.
We provided Rahav with a copy of this disclosure and requested that Rahav
furnish us with a letter addressed to the Securities and Exchange Commission
stating whether it agrees with the above statements. In response to our request,
Rahav has delivered a letter to the Securities and Exchange Commission, dated
May 20, 2004, a copy of which is filed as Exhibit 16.1 to this Form 8-K.
Effective march, 2004, we engaged Amper, Politziner & Mattia ('Amper') as our
new independent accountant to audit our financial statements beginning with the
year ended December 31, 2003. During the fiscal years prior to December, 2003,
we have not consulted with Amper regarding either (i) the application of
accounting principles to a specified transaction, either completed or proposed,
or the type of audit opinion that might be rendered on our financial statements;
or (ii) any matter that was either the subject of a disagreement or a reportable
event as defined in Item 304(a)(2) of Regulation S-K.
This Current Report contains some forward-looking statements, which give the
Company's current expectations or forecasts of future events. You can identify
these statements by the fact that they do not relate strictly to historical or
current facts. They use words such as "anticipate," "estimate," "expect,"
"project," "intend," "plan," "believe," and other words and terms of similar
meaning in connection with any discussion of future operating or financial
performance. In particular, these include statements relating to the development
of products, future revenues, capital expenditures, research and development
expenditures, personnel and other statements regarding matters that are not
historical facts or statements of current condition. Any or all of our
forward-looking statements in this Current Report may turn out to be wrong. They
can be affected by inaccurate assumptions we might make or by known or unknown
risks and uncertainties. Consequently, no forward-looking statement can be
guaranteed. Actual future results may vary materially. We do not intend to
update our forward-looking statements to reflect future events or developments.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits. The following exhibit is being filed as part of this Current
Report on Form 8-K.
Exhibit 16.1 - Letter from Rahav Reshef Ben-Ami & Ovadiah to the Securities and
Exchange Commission dated May 20, 2004.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Date: May 20, 2004 OrganiTECH U.S.A., INC.
By: /s/ Lior Hessel
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Lior Hessel, President