UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                 Amendment No.2
                                  FORM 10-QSB/A

          (Mark One)

          [X]  Quarterly report pursuant to section 13 or 15(d) of the
               Securities Exchange Act of 1934

                       For the period ended March 31, 2006

          [_]  Transition report under section 13 or 15(d) of the Securities
               Exchange Act of 1934 For the transition period from
               ___________________ to ______________

                        Commission File Number 000-22151

                              ORGANITECH USA, INC.
                 (Name of small business issuer in its charter)

                 Delaware                               93-0969365
     (State or other jurisdiction of         (IRS Employer Identification No.)
     incorporation or organization)

          Yoqneam Industrial Area, P.O. Box 700, Yoqneam 20692, Israel
                    (Address of principal executive offices)

                                 972-4-9590-515
                           (Issuer's telephone number)

    Securities registered pursuant to Section 12(b) of the Exchange Act: None

         Securities registered under Section 12(g) of the Exchange Act:

                         Common stock, without par value
                                (Title of class)

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 report(s), and (2) has been
subject to such filing requirements for the past 90 days.

                               Yes [X]     No [_]





Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B is contained in this form, and no disclosure will be contained,
to the best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this form 10-KSB or any
amendment to this Form 10-KSB. [_]

Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act)

                               Yes [_]     No [X]

As of March 31, 2006, the issuer had 26,632,642 shares of its common stock
outstanding.

               Transitional Small Business Format: Yes [_] No [X]


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                                EXPLANATORY NOTE

This amendment to our quarterly report on Form 10-QSB/A for the period ended
March 31, 2006 is filed for the purpose of amending the cover page of the
quarterly report in order to include a statement that we are not a shell company
(as defined in Rule 12b-2 of the Exchange Act).

Therefore, this Form 10-QSB/A consists of a cover page, this explanatory note,
the signature page and the required certifications of our chief executive
officer and our chief financial officer.

This amendment does not reflect events occurring after the filing of the
original Form 10QSB/A for the period ended March 31, 2006, and should not be
viewed as updating any information contained therein. Except as described above,
no change has been made to our quarterly report on Form 10QSB/A filed on
September 7, 2006.


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SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized, on March 14, 2007.

ORGANITECH USA, INC.

By: /s/ Lior Hessel
- -------------------
Lior Hessel, Chairman of the Board of Directors


By: /s/ Rachel Ben-Nun
- ----------------------
Rachel Ben-Nun, Chief Executive Officer


By: /s/ Yaron Shalem
- --------------------
Yaron Shalem, Chief Financial Officer and Principal Accounting Officer



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