UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) November 29, 2005
OrganiTECH U.S.A. INC.
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(Exact name of registrant as specified in its charter)
Delaware 000-22151 93-0969365
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
Yoqneam Industrial Area, P.O. Box 700, Yoqneam 20692, Israel
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 972-4-959-0515
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(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[_] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[_] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[_] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[_] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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ITEM 4.01 CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
On October 10, 2005, our Board of Directors dismissed Amper, Politziner &
Mattia, P.C. as the company's independent registered public accounting firm.
This dismissal was communicated to such firm on November 24, 2005. The Board had
appointed Amper, Politziner & Mattia, P.C. during February 2004.
On November 24, 2005, the Board of Directors appointed the firm Kost, Forer,
Gabbay, & Kasierer, member of Ernst & Young Global, to serve as our independent
registered public accountants for the fiscal year ending December 31, 2004. The
decision to change accountants was recommended and approved by the Board of
Directors.
From February 2004 through the date hereof, there were no disagreements with
Amper, Politziner & Mattia, P.C. on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or procedure which,
if not resolved to Amper, Politziner & Mattia, P.C.'s satisfaction, would have
caused them to make reference to the subject matter of such disagreements in
connection with their report on our consolidated financial statements for the
year ended December 31, 2003.
Amper, Politziner & Mattia, P.C.'s report on our consolidated financial
statements for the fiscal year ended December 31, 2003 did not contain an
adverse opinion or disclaimer of opinion, or was modified as to uncertainty,
audit scope or accounting principles.
During the year ended December 31, 2003, there have been no reportable events
(as defined in Item 304(a)(1)(iv)(B)of Regulation S-B), except that the Company
disclosed in item 8A, Controls and Procedures, of its Annual Report on for
10KSB/A for the year ended December 31, 2003.
We provided Amper, Politziner & Mattia, P.C. with a copy of the foregoing
disclosures and has requested that they furnish the Company with a letter
addressed to the Securities and Exchange Commission stating whether or not it
agrees with the above disclosure. On November 29, 2005, we received the letter
filed as Exhibit 16.1 to this current report on Form 8-K.
During the year ended December 31, 2003 and through the date hereof, we did not
consult with Ernst & Young with respect to 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.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
16.1 Letter from Amper, Politziner & Mattia, P.C. dated November 29, 2005.
SIGNATURE
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 hereunto duly authorized.
OrganiTECH U.S.A., INC.
(Registrant)
Date November 29, 2005
By /s/ Lior Hessel
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Lior Hessel
President and Chief Executive Officer