Trombly Business Law
1320 Centre St., Suite 202
Newton, MA 02459
Telephone (617) 243-0060
Facsimile (309) 406-1426
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Amy M. Trombly, Esq. amy@tromblybusinesslaw.com
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December 15, 2005
Delivered by electronic submission via EDGAR
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E., Mail Stop 7010
Washington, DC 20549
Attn: Mr. Ryan Milne
Re: OrganiTECH U.S.A., Inc.
Item 4.01 Form 8-K
Filed November 29, 2005
File Number: 0-22151
Dear Mr. Milne:
I am securities counsel for OrganiTECH U.S.A., Inc. (the "Company"). I enclose
for filing under the Securities Act of 1934, as amended, an amendment to the
Form 8-K, together with certain exhibits thereto (the "Form 8-K").
The Form 8-K contains revisions that have been made in response to comments
received from the staff of the Securities and Exchange Commission (the "Staff")
in their letter dated December 6, 2005.
Set forth below are the Company's responses to the Staff's comments. The
numbering of the responses corresponds to the numbering of comments in the
letter from the Staff.
FORM 8-K FILED NOVEMBER 29, 2005
Comment 1. We note that you have stated that there were no reportable events
during the fiscal year ended December 31, 2003. Item 304(a)(1) of
Regulation S-B requires disclosure of reportable events that
occurred during any subsequent interim period through the date of
dismissal (October 10, 2005). Please amend your Form 8-K to
disclose whether there were any reportable events during the
subsequent interim period, in addition to the fiscal year ended
December 31, 2003.
Response 1. The Company has amended the Form 8-K to add disclosure of
reportable events (as defined in Item 304(a)(1)(iv)(B) of
Regulation S-B) that occurred during the subsequent interim
period through the date of dismissal. However, the Company has
not completed its audit for the year ended December 31, 2004. The
Company believes it did not have reportable events for the year
ended December 31, 2004, however, is possible that the auditors
may identify reportable events in the audit. If such event
occurs, the Company will amend the 8-K to identify those
reportable events.
Comment 2. As required under Item 304(a)(1)(iv)(C) to (E) of Regulation S-B,
please expand your disclosure of your reportable events by
describing the following:
o the nature of each reportable event;
o whether any committee of the board of directors, or the
board of directors, discussed the event with the former
accountant; and
o whether you have authorized the former accountant to respond
fully to the inquiries of the successor accountant
concerning the subject matter of each such reportable even
and, if not, describe the nature of and reason for any
limitation.
Provide the following information on a supplemental basis.
o the period in which the reportable event occurred and
whether you restated (or intend to restate) any prior period
for any adjustment resulting from the reportable event, and
if not, explain why not;
o The steps you have taken (or plan to take) and procedures
you implemented (or plan to implement) to correct each
reportable event;
Response 2. In its 10-KSB/A for the year ended December 31, 2003, the Company
reported two events in the following disclosure: "As of December
31, 2003, the Company had material weaknesses in the
effectiveness of our internal controls. These material weaknesses
were: 1) Limited resources and manpower in the finance department
and 2) inadequate controls in the financial reporting process."
The Company has added this disclosure and the other disclosure
requested by the Staff to the 8-K.
At the time the weaknesses occurred, the Company's Chief
Financial Officer lacked sufficient expertise in accounting. On
April 30, 2004, the Company filed a Report on Form 10-KSB for the
year ended December 31, 2003 without an audit report from Amper,
Politziner & Mattia, P.C. Additionally, during the year 2004, the
Company filed Reports on Form 10-QSB for the interim periods for
the fiscal year 2004 that were not reviewed by Amper, Politziner
& Mattia, P.C.
The reportable events (as defined in Item 304(a)(1)(iv)(B) of
Regulation S-B) occurred during April 30, 2004 through November
22, 2004 due to the Company's filing of its Report on Form 10-KSB
for the year ended December 31, 2003 and reports on Form 10-QSB
for the interim periods in the year 2004. The Company did not
restate its Annual Report on Form 10-KSB/A for the year ended
December 31, 2003, which was filed with the Commission on August
23, 2005. The Company's management believes that the internal
controls weaknesses noted above will not affect its Interim
Reports on Form 10-QSB because those weaknesses do not affect the
Company's results for those periods.
To correct the Company's weaknesses noted above, the Company
hired a Certified Public Accountant on June 1, 2005 to assist the
Company with its financial reporting responsibilities.
Additionally, the Certified Public Accountant is assisting the
Company in its effort to review, improve and document its
internal controls and procedures.
Comment 3. To the extent that you make changes to the Form 8-K to comply
with our comments, please obtain and file an updated Exhibit 16
letter from your former accountants stating whether the
accountant agrees with the statements made in your revised Form
8-K.
Response 3. An updated letter from Amper, Politziner & Mattia, P.C. is filed
with the Report on Form 8-K/A as Exhibit 16.1, stating that
Amper, Politziner & Mattia, P.C. agrees with the statements made
in our amended Form 8-K.
If you have further questions or comments, please feel free to contact us. We
are happy to cooperate in any way we can.
Regards,
Amy M. Trombly
Counsel for OrganiTECH U.S.A., Inc.
cc: OrganiTECH U.S.A., Inc.