UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


WASHINGTON, D.C.
20549




FORM
10-Q/A




(Mark
One)




x QUARTERLY REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE


ACT
OF 1934




FOR
THE QUARTERLY PERIOD ENDED MARCH 31, 2008




OR




o TRANSITION REPORT
UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT


OF
1934




FOR
THE TRANSITION FROM _______ TO ________.




COMMISSION
FILE NUMBER 000-29461




ORGANETIX,
INC.


(Exact
Name of Registrant as Specified in its Charter)




Delaware
            
            73-1556428(State or other
      jurisdiction of
              incorporation or
      organization)
            
            (I.R.S. Employer
      Identification No.)c/o Sichenzia
      Ross Friedman Ference LLP
              61
      Broadway, Fl. 32
              New
      York, New York
            
            10006(Address of
      principal executive offices)
            
            (Zip
      code)




Issuer's
telephone number: (917) 796-9926




Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 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 o





Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.




Large
      accelerated filer o
            Accelerated
      filer oNon-accelerated
      filer o
            Smaller
      reporting company T




Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act). Yes x No o




APPLICABLE
ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS


DURING
THE PRECEDING FIVE YEARS




Indicate
by check mark whether the registrant filed all documents and reports required to
be filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution
of securities under a plan confirmed by a court. Yes o No o




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 May 15, 2008, there were
115,489,983  outstanding shares of the Registrant's Common Stock,
$.0001 par value.













ORGANETIX,
INC.


MARCH
31, 2008 QUARTERLY REPORT ON FORM 10-Q




TABLE
OF CONTENTS




PagePART
      I - FINANCIAL INFORMATIONItem
      1. Financial Statements
            3Item
      2. Management’s Discussion and Analysis or Plan of
    Operation
            8Item
      3. Controls and Procedures
            9PART
      II - OTHER INFORMATIONItem
      1. Legal Proceedings
            11Item
      1A. Risk Factors
            11Item
      2. Unregistered Sales of Equity Securities and Use of
    Proceeds
            11Item
      3. Defaults Upon Senior Securities
            11Item
      4. Submission of Matters to a Vote of Security Holders
            11Item
      5. Other Information
            11Item
      6. Exhibits
            11SIGNATURES
            12












PART
I


FINANCIAL
INFORMATION


ITEM
1.


ORGANETIX,
INC.


(A
Development Stage Company)





BALANCE
SHEETS




March
      31,
              2008
            
            
            December 31,
              2007(Unaudited)ASSETSCURRENT
    ASSETSPrepaid
      expenses
            
            $
            493,989
            
            
            $
            45,074Total Current
      Assets
            
            
            493,989
            
            
            
            45,074Total
      Assets
            
            $
            493,989
            
            
            $
            45,074LIABILITIES AND
      STOCKHOLDERS’ EQUITYCURRENT
      LIABILITIESConvertible notes
      payable
            
            
            
            
            
            $
            75,000Accounts
      payable
            
            $
            13,929
            
            
            
            11,487Accrued
      expenses
            
            
            79,246
            
            
            
            57,775Total Current
      Liabilities
            
            
            93,175
            
            
            
            144,262STOCKHOLDERS’
      EQUITYCommon stock, par
      value $0.0001, authorized 150,000,000 shares, issued and
              outstanding
      115,489,983 and 97,932,211 at March 31, 2008 and December 31, 2007,
      respectively
            
            
            11,549
            
            
            
            9,793Additional paid in
      capital
            
            
            8,163,755
            
            
            
            6,486,193Deficit accumulated
      during the developmental stage
            
            
            (7,774,490
            )
            
            
            (6,595,174
            )Total Stockholders’
      Equity
            
            
            400,814
            
            
            
            (99,188
            )Total Liabilities
      and Stockholders’ Equity
            
            $
            493,989
            
            
            $
            45,074













See
accompanying notes to financial statements.




3


ORGANETIX,
INC.


(A
Development Stage Company)





STATEMENTS
OF OPERATIONS (Unaudited)




For the
      PeriodThree Months
      Ended
            
            
            From
      InceptionMarch
      31,
            
            
            (May 28, 2003)
      to2008
            
            
            2007
            
            
            March 31,
      2008COSTS AND
      EXPENSESOfficers’
      compensation
            
            $
            22,500
            
            
            
            
            
            $
            387,250Operating
      expenses-research facility
            
            
            
            
            
            
            
            
            
            247,659Research and
      development expenses
            
            
            
            
            
            $
            204,000
            
            
            
            1,563,154Consulting
      fees
            
            
            834,710
            
            
            
            12,315
            
            
            
            2,636,164Professional
      fees
            
            
            213,460
            
            
            
            48,058
            
            
            
            832,277Commissions
            
            
            
            
            
            
            
            
            
            
            26,000Filing
      fees
            
            
            
            
            
            
            
            
            
            
            2,000Investor
      relations
            
            
            
            
            
            
            
            
            
            
            30,000Lock-up
      fees
            
            
            91,500
            
            
            
            
            
            
            
            116,500Website
      expense
            
            
            
            
            
            
            
            
            
            
            14,200State political
      contributions
            
            
            
            
            
            
            
            
            
            
            10,000Travel and
      accommodations
            
            
            3,871
            
            
            
            
            
            
            
            176,503Telephone
            
            
            
            
            
            
            
            
            
            
            38,248Interest
      expense
            
            
            
            
            
            
            
            
            
            
            54,045Insurance
            
            
            
            
            
            
            
            
            
            
            104,188Rent
            
            
            
            
            
            
            
            
            
            
            42,410Shipping
      expense
            
            
            
            
            
            
            
            
            
            
            6,184Office and other
      expense
            
            
            3,492
            
            
            
            
            
            
            
            245,155Marketing and public
      relations
            
            
            9,783
            
            
            
            
            
            
            
            441,531Depreciation and
      amortization expense
            
            
            
            
            
            
            
            
            
            
            208,719Loss on disposition
      of assets
            
            
            
            
            
            
            
            
            
            
            592,861Total Cost and
      Expenses
            
            
            1,179,316
            
            
            
            264,373
            
            
            
            7,775,048OTHER
    INCOMEInterest
      income
            
            
            
            
            
            
            558
            
            
            
            558NET
      LOSS
            
            $
            (1,179,316
            )
            
            $
            (263,815
            )
            
            $
            (7,774,490
            )NET LOSS PER COMMON
      SHARE(Basic and
      Diluted)
            
            $
            (0.01
            )
            
            $
            (0.01
            )
            
            $
            (0.09
            )WEIGHTED
      AVERAGE SHARES OUTSTANDING
            
            
            113,225,962
            
            
            
            58,079,271
            
            
            
            82,369,071







See
accompanying notes to financial statements.




4


ORGANETIX,
INC.


(A
Development Stage Company)





STATEMENTS
OF CASH FLOWS (Unaudited)




For the
      PeriodThree Months
      Ended
            
            
            From
      InceptionMarch
      31,
            
            
            (May 28, 2003)
      to2008
            
            
            2007
            
            
            March 31,
      2008CASH FLOWS FROM
      OPERATING ACTIVITIESNet
      loss
            
            $
            (1,179,316
            )
            
            $
            (263,815
            )
            
            $
            (7,774,490
            )Adjustments to
      reconcile net loss to net cash provided by operating
      activities:Depreciation and
      amortization
            
            
            
            
            
            
            
            
            
            
            208,719Loss on disposition
      of assets
            
            
            
            
            
            
            
            
            
            
            592,861Compensatory
      shares
            
            
            
            
            
            
            
            
            
            
            324,111Stock based
      compensation
            
            
            1,375,000
            
            
            
            
            
            
            
            2,868,250Amortization of
      prepaid consulting
            
            
            9,835
            
            
            
            4,815
            
            
            
            44,761Changes in assets
      and liabilities:(Increase) decrease
      in prepaid expenses
            
            
            (458,750
            )
            
            
            
            
            
            
            (502,164
            )Increase in accounts
      payable
            
            
            2,442
            
            
            
            
            
            
            
            368,085Increase in accrued
      salaries to officers
            
            
            
            
            
            
            
            
            
            
            708,966Increase in accrued
      expenses
            
            
            21,471
            
            
            
            
            
            
            
            79,246Increase in due to
      shareholdersIncrease in accrued
      interest
            
            
            
            
            
            
            
            
            
            
            28,239Due to related
      parties
            
            
            
            
            
            
            
            
            
            
            204,273Net cash used in
      operating activities
            
            
            (229,318
            )
            
            
            (259,000
            )
            
            
            (2,849,143
            )CASH FLOWS FROM
      INVESTING ACTIVITIESPayment regarding
      license
            
            
            
            
            
            
            
            
            
            
            (150,000
            )Capital
      expenditures
            
            
            
            
            
            
            
            
            
            
            (30,000
            )Net cash used in
      investing activities
            
            
            
            
            
            
            
            
            
            
            (180,000
            )CASH FLOWS FROM
      FINANCING ACTIVITIESIssuance of common
      stock to founders
            
            
            
            
            
            
            
            
            
            
            65,760Issuance of common
      stock in private placement
            
            
            304,318
            
            
            
            259,000
            
            
            
            1,208,317Additional
      contribution of capital
            
            
            
            
            
            
            
            
            
            
            1,288,866Issuance of note
      receivable
            
            
            
            
            
            
            (100,000
            )
            
            
            (100,000
            )Repayment of note
      receivable
            
            
            
            
            
            
            100,000
            
            
            
            100,000Cash received in
      merger
            
            
            
            
            
            
            
            
            
            
            300,000Convertible note
      payable
            
            
            
            
            
            
            
            
            
            
            150,000Note payable to
      individual
            
            
            (75,000
            )
            
            
            
            
            
            
            16,200Net cash provided by
      financing activities
            
            
            229,318
            
            
            
            259,000
            
            
            
            3,029,143DECREASE IN
      CASHCASH AT BEGINNING OF
      PERIODCASH AT END OF
      PERIOD
            
            $
            
            
            
            $
            
            
            
            $SUPPLEMENTAL
      DISCLOSURES OF CASH FLOWINFORMATIONNON-CASH FINANCING
      ACTIVITIESCancellation of
      common stock
            
            
            
            
            
            
            
            
            
            
            2,350








See
accompanying notes to financial statements.




5


ORGANETIX,
INC.


(A
Development Stage Company)





NOTES TO
FINANCIAL STATEMENTS (Unaudited)


MARCH 31,
2008




NOTE 1 -
DESCRIPTION OF COMPANY/OPERATIONS, GOING CONCERN AND BASIS OF
PRESENTATION





Organetix,
Inc. ("the Company" or "Organetix"), a Delaware Corporation, was incorporated on
May 28, 2003.





Organetix
was a biotechnology company with an exclusive worldwide license for the formula
of a proprietary medical discovery relating to the liver referred to as
A4+L.





On
November 7, 2003 (the "Effective Date"), pursuant to a Share Exchange Agreement
("Agreement") between Diamond International Group, Inc. ("Diamond"), a Delaware
corporation and Organetix, Inc. ("Organetix"), a Delaware corporation and all of
the shareholders of Organetix, Diamond acquired all of the shares of Organetix
as consideration for the issuance of 64,000,000 restricted shares of Diamond to
the Organetix shareholders.  As a result of this Agreement, Diamond
International Group, Inc. (the legal acquirer) received 100% of the issued and
outstanding common stock of Organetix, Inc. in exchange for 64,000,000 shares of
common stock of Diamond. Pursuant to the Agreement, Organetix became a wholly
owned subsidiary of Diamond which entity filed a Certificate of Amendment with
the State of Delaware changing its name to Organetix, Inc. This reverse merger
transaction was treated retroactively as a recapitalization with Organetix, Inc.
being treated as the acquirer for accounting purposes.





Previously,
the Company devoted its time towards establishing its business and no revenues
have been generated to date. As such, the Company is considered as being in the
development stage, since its inception, in accordance with Statement of
Financial Accounting Standards No. 7, and its year-end is December
31.





Going
Concern:





As shown
in the accompanying financial statements, the Company has incurred net losses of
$7,774,490 since inception. Management's plans include raising of capital
through the equity markets to fund operations, and the generating of revenue
through its business. Failure to raise adequate capital and generate adequate
sales revenues could result in the Company having to curtail or cease
operations. Additionally, even if the Company does raise sufficient capital to
support its operating expenses and generate adequate revenues, there can be no
assurances that the revenue will be sufficient to enable it to develop to a
level where it will generate profits and cash flows from operations. These
matters raise substantial doubt about the Company's ability to continue as a
going concern. However, the accompanying financial statements have been prepared
on a going concern basis, which contemplates the realization of assets and
satisfaction of liabilities in the normal course of business. These financial
statements do not include any adjustments relating to the recovery of the
recorded assets or the classifications of the liabilities that might be
necessary should the Company be unable to continue as a going
concern.





Basis of
Presentation:





The
accompanying condensed financial statements have been prepared in accordance
with generally accepted accounting principles for interim financial
information.  Accordingly, they do not include all of the information
and footnotes required by generally accepted accounting principles for complete
financial statements.  In the opinion of management, all adjustments
(consisting of normal recurring accruals) considered necessary in order to make
the financial statements not misleading have been included.  Results
for the three month period ended March 31, 2008 are not necessarily indicative
of the results that may be expected for the year ending December 31,
2008.  For further information, refer to the financial statements and
footnotes thereto included in the Organetix, Inc. annual report on Form 10-KSB
for the year ended December 31, 2007.




6


ORGANETIX,
INC.


(A
Development Stage Company)





NOTES TO
FINANCIAL STATEMENTS (Unaudited)


MARCH 31,
2008




NOTE 2 -
SHAREHOLDERS' EQUITY:





During
the three months ended March 31, 2008, the Company sold 2,030,000 shares of its
common stock at $0.075 in a private placement and received proceeds of
$152,250.





On
February 15, 2007, the Company entered into non-exclusive agreements with Mr.
David Lewis and Mr. Aaron Foley to serve on the Corporation’s Board of
Advisors.  Messrs. Lewis and Foley shall serve as Advisors until the
earlier of February 15, 2009 or the date that any Advisor is removed from the
Board.  As compensation for participation on the Board of Advisors,
Messrs. Lewis and Foley each received 500,000 shares of the Corporation’s common
stock.  Such shares were recorded at their fair value of $0.08 per
share and are being amortized over the life of the agreements.





In July,
2007 and January 2008, the Company authorized and issued 500,000 and 15,527,572
shares of common stock at $.11, $0.08 and $0.11 per share, respectively for
payment of professional fees.





NOTE 3 –
AGREEMENT WITH SEAFARER EXPLORATION, INC.





On
January 23, 2008, the Company announced that it completed a $310,000 equity
private placement financing.  Proceeds from this private placement
will be used to complete the pending transaction with Florida based Seafarer
Exploration, Inc. ("Seafarer"). Under terms of the previously executed
Memorandum of Understanding ("MOU") with Seafarer, Organetix is required to
contribute a minimum of $150,000 and a maximum of $600,000 to the Combined
Company.  The final percentage ownerships of the Combined Company,
will vary based upon the amount of cash contributed by Organetix
shareholders.  The terms of this private placement were as follows:
Restricted shares were purchased from the Company at a price of 0.075 cents per
share, with 1/2 warrant (50% coverage) at a strike price of 15 cents per share.
The warrants expire after 12 months, at close of business on January 31, 2009.
There have been no registration rights offered in conjunction with this private
placement.





NOTE 4 –
SUBSEQUENT EVENTS.





On May
12, 2008, the Company filed with the Securities and Exchange Commission a
definitive Information Statement Pursuant to Section 14(c) of the Securities
Exchange Act of 1934 (the “Information Statement”). The Information Statement
was mailed out to the Company’s shareholders of record as of May 6, 2008. The
purpose of the Information Statement was to alert the Company’s shareholders
that, pursuant to written action by a majority of the Company’s shareholders,
the Company had (i) amended the Company's Certificate of Incorporation to
increase the number of authorized shares of common stock, par value $0.0001 per
share of the Company from 150,000,000 shares to 500,000,000 shares, and (ii)
amended the Company’s Certificate of Incorporation to create 50,000,000 shares
of blank check preferred stock, $0.0001 par value.





Additionally,
from May 1, 2008 through May 12, 2008, the Company engaged in a private
placement of its common stock in the amount of $37,500 at $0.075 per share with
50% warrant coverage at $0.15 per share (the “Warrans”). The Warrants expire on
May 15, 2009.  In conjunction with this additional financing, the Company
issued 500,000 shares of restricted common stock and 250,000
warrants.





7




ITEM
2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION




The
following discussion and analysis of our financial condition and results of
operations should be read in conjunction with our consolidated financial
statements and related notes included elsewhere in this report. References in
this section to "Organetix, Inc.," “Organetix,” the "Company," "we," "us," and
"our" refer to Organetix, Inc. and our direct and indirect subsidiaries on a
consolidated basis unless the context indicates otherwise.




This
quarterly report contains forward looking statements relating to our Company's
future economic performance, plans and objectives of management for future
operations, projections of revenue mix and other financial items that are based
on the beliefs of, as well as assumptions made by and information currently
known to, our management. The words "expects, intends, believes, anticipates,
may, could, should" and similar expressions and variations thereof are intended
to identify forward-looking statements. The cautionary statements set forth in
this section are intended to emphasize that actual results may differ materially
from those contained in any forward looking statement.





The
following discussion and analysis should be read in conjunction with the
consolidated financial statements, included herewith. This discussion should not
be construed to imply that the results discussed herein will necessarily
continue into the future, or that any conclusion reached herein will necessarily
be indicative of actual operating results in the future. Such discussion
represents only the best present assessment of our management.




Overview




You
should read the following discussion and analysis of our financial condition and
results of operations together with our financial statements and the related
notes appearing in this Report.  Some of the information contained in
this discussion and analysis or set forth elsewhere in this Report, including
information with respect to our plans and strategy for our business and related
financing, includes forward-looking statements that involve risks and
uncertainties.  You should review the “Risk Factors” section of this
Report for a discussion of important factors that could cause actual results to
differ materially from the results described in or implied by the
forward-looking statements contained in the following discussion and
analysis.




Significant Accounting
Policies




RESULTS
OF OPERATIONS





THREE
MONTHS ENDED MARCH 31, 2008 COMPARED TO THE THREE MONTHS ENDED MARCH 31,
2007




The Company’s fiscal year is January 1st to
December 31st.





Revenues.
For the quarter ending March 31, 2008, the Company reported no revenues. 
For the comparable year ago period, ending March 31, 2007, the Company reported
no revenues as well.  During both periods the Company has existed as a
shell Company, with no significant operations.





Research &
Development.   For the quarter ending March 31, 2008, the
Company reported no expenditures of Research & Development ("R &
D").  For the comparable year ago period, ending March 31, 2007, the
Company spent $204,000 on R & D activities.  The reason for the
decrease is that the Company invested $204,000 into ADAO Telecom, Inc. ("ADAO"),
during the first quarter of 2007.  In January of 2007, Organetix, Inc.
entered into a definitive agreement to acquire Florida based privately held
ADAO.  This definitive agreement was amicably terminated in early July
2007.  In total the Company invested $279,000 into ADAO, for which it
received consideration in terms of a 7.5% convertible
promissory note for $279,000 with interest accruing beginning on
August 01, 2007.  In the event ADAO is unable to repay the note
within 12 months, the note will convert on July 31, 2008 into 12.5% of the
outstanding common shares of ADAO.





Selling, General,
and Administrative Costs.  Selling, General, and Administrative
Costs ("SG&A") consist of expenses for management, consultants,
administrative personnel, legal, accounting, marketing, and depreciation &
amortization of intangible assets. For the quarter ending March 31, 2008, the
SG&A expense was $1,087,816 compared with $264,373 the quarter ending March
31, 2007.  This represents an increase of 411% from the prior compared
period.  The main expenses were consulting fees of $834,710 and
professional fees (legal & accounting) of $213,460.  The vast majority
of those expenses were paid in the form of restricted common stock.  The
primary reasons for these increases in SG&A were the necessities of legal,
accounting, and consulting services to help the Company survive as a going
concern.





Lock Up
Fee.   During the quarter ending March 31, 2008, the Company
invested $91,500 into Seafarer Exploration, Inc. ("Seafarer") as a lock up
fee.  On December 17, 2007, Organetix, Inc. signed a Letter of Intent
("LOI") to acquire St. Petersburg, Florida based Seafarer, which is engaged in
the exploration and salvaging of shipwrecks off the Floridian
coast.




8


Net
Loss.   The net loss was $1,179,316 for the period ending March
31, 2008, compared to $264,373 for period ended March 31, 2007.  The
Company still has not achieved sufficient operations or cashflows to offset its
operating costs.





Financing
Activities.   During the quarter ending March 31, 2008, the
Company completed a $310,000 private placement with 6 different investors,
including its Chief Executive Officer ("CEO"), Seth M. Shaw.  The terms of
the financing were as follows:  7.5 cents per share restricted with 50%
warrant coverage at 15 cents per share (these warrants expire at 5 pm EST
on January 31, 2009).  No registration rights were offered in
conjunction with this financing.  The private placement included the
conversion of the outstanding $75,000 bridge loan (completed during Q3
2007) into equity.  To compensate bridge loan investor for interest
and conversion premium, investor received $90,000 of private placement
units.  In total, $304,318 was received by the Company and 4,057,573 shares
& 2,028,787 warrants were issued in conjunction with the
financing.





Liquidity and Capital
Resources





Other
components of the Company’s working capital and changes therein are discussed as
follows:





Cash & Cash
Equivalents.   As of March 31, 2008, the Company reported no
cash on its balance sheet.  In order to continue as a going concern, the
Company will be required to secure additional funding moving forward. 
There are no guarantees that the Company will be able to secure any new funding
and the terms of any future financing may be burdensome to
shareholders.





Current Assets
& Liabilities.   For the quarter ending March 31, 2008, the
Company reported total current assets of $493,989 and total current liabilities
of $93,175.  Since inception (through the period ending March 31, 2008),
the Company has accumulated a paid in capital deficit of
$7,774,490.





OFF
BALANCE SHEET ARRANGEMENTS





We do not
have any off balance sheet arrangements that are reasonably likely to have a
current or future effect on our financial condition, revenues, results of
operations, liquidity or capital expenditures.




ITEM
3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.




N/A.




ITEM
4. CONTROLS AND PROCEDURES.





Evaluation
of Disclosure Controls and Procedures




We maintain "disclosure controls and
procedures," as such term is defined in Rules 13a-15(e) and 15d-15(e) under the
Securities Exchange Act of 1934 (the "Exchange Act"), that are designed to
ensure that information required to be disclosed by us in reports that we file
or submit under the Exchange Act is recorded, processed, summarized, and
reported within the time periods specified in Securities and Exchange Commission
rules and forms, and that such information is accumulated and communicated to
our management, including our Chief Executive Officer and Chief Financial
Officer, as appropriate, to allow timely decisions regarding required
disclosure. In designing and evaluating our disclosure controls and procedures,
management recognized that disclosure controls and procedures, no matter how
well conceived and operated, can provide only reasonable, not absolute,
assurance that the objectives of the disclosure controls and procedures are met.
Additionally, in designing disclosure controls and procedures, our management
was required to apply its judgment in evaluating the cost-benefit relationship
of possible disclosure controls and procedures. The design of any disclosure
controls and procedures also is based in part upon certain assumptions about the
likelihood of future events, and there can be no assurance that any design will
succeed in achieving its stated goals under all potential future
conditions.





As of March 31, 2008, we carried out an evaluation, under the
supervision and with the participation of Seth Shaw, our Chief Executive Officer
and Chief Financial Officer, of the effectiveness of the design and operation of
our disclosure controls and procedures. Based on this evaluation, our Chief
Executive Officer and Chief Financial Officer concluded that our disclosure
controls and procedures were effective in ensuring that information required to
be disclosed by us in our periodic reports is recorded, processed, summarized
and reported, within the time periods specified for each report and that such
information is accumulated and communicated to our management, including our
principal executive and principal financial officers, or persons performing
similar functions, as appropriate to allow timely decisions regarding required
disclosure.




9


Management’s Evaluation on
Internal Control over Financial Reporting.





Management
is responsible for establishing and maintaining adequate internal control over
financial reporting. Internal control over financial reporting is under the
supervision of the Company’s principal executive and principal financial officer
and attempts to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external
purposes in accordance with GAAP to provide reasonable assurances
that:




l
            Maintenance
      of records is in reasonable detail and accurately and fairly reflect our
      transactions and dispositions of our
assets;





l
            Transactions
      are recorded as necessary to permit preparation of our financial
      statements in accordance with GAAP, and that receipts and expenditures are
      being made only in accordance with authorizations of our management and
      directors; and





l
            The
      Company can detect on a timely basis any unauthorized acquisition, use or
      disposition of our assets that could have a material effect on the
      financial statement.





Because
of its inherent limitations, internal control over financial reporting may not
prevent or detect misstatements. It should be noted that any system of internal
control, however well designed and operated, can provide only reasonable, and
not absolute, assurance that the objectives of the system will be met. Also,
projections of any evaluation of effectiveness to future periods are subject to
the risk that controls may become inadequate because of changes in conditions,
or that the degree of compliance with the policies or procedures may
deteriorate.





Under the
supervision and with the participation of our management, including our
President, Chief Executive Officer, Chief Financial Officer and financial
consultant, we conducted an assessment of the effectiveness of our internal
control over financial reporting based on criteria publicly available in
“Internal Control-Integrated Framework Executive Summary” issued by the
Committee of Sponsoring Organizations of the Treadway Commission (COSO), as of
December 31, 2007.





A
material weakness is a control deficiency, or combination of control
deficiencies, that results in more than a remote likelihood that a material
misstatement of annual or interim financial statements will not be prevented or
detected. In connection with the assessment described above, management
identified the following control deficiencies that represent material weaknesses
at December 31, 2007:





l
            Due
      to the Company’s limited resources, the Company has insufficient personnel
      resources and technical accounting and reporting expertise to properly
      address all of the accounting matters inherent in the Company’s financial
      transactions. The Company relies on an outside consultant to enter all of
      the Company’s financial transactions in the Company’s books and accounts,
      and a separate outside accountant to prepare its quarterly financial
      statements. Additionally, the Company does not have a formal audit
      committee, and the Board does not have a financial expert, thus the
      Company lacks the board oversight role within the financial reporting
      process.





l
            The
      Company’s small size and “one-person” office prohibits the segregation of
      duties and the timely review of accounts payable, expense reporting and
      inventory management and banking
information.





As a
result of these material weaknesses described above, management has concluded
that, as of December 31, 2007, our internal control over financial reporting was
not effective based on the publicly available criteria in “Internal
Control-Integrated Framework” issued by COSO.





Our
President, Chief Executive Officer, Chief Financial Officer and financial
consultant are in the process of determining how best to change our current
system and implement a more effective system of controls, procedures to insure
that information required to be disclosed in this annual report on Form 10-KSB
has been recorded, processed, summarized and reported accurately. Our management
acknowledges the existence of this problem, and intends to developed procedures
to address them to the extent possible given limitations in financial and
manpower resources. However, since inception, the Company has experienced cash
flow problems and as a result has not had the resources to address fully the
certification requirements of Section 404 of the Sarbanes-Oxley Act of 2002.
While management is working on a plan, no assurance can be made at this point
that the implementation of such controls and procedures will be completed in a
timely manner or that they will be adequate once implemented. Failure to develop
adequate internal control and hiring of qualified accounting personnel may
result in a “material weakness” in the Company’s internal control relating to
the above activities.





This
evaluation does not include an attestation report of our independent registered
public accounting firm regarding internal control over financial reporting.
Management’s evaluation was not subject to attestation by our independent
registered public accounting firm pursuant to temporary rules of the SEC that
permit us to provide only management’s report in this annual
report.




Changes in Internal
Controls.




During
the three months ended March 31, 2008, there were no changes in our internal
control over financial reporting identified in connection with the evaluation
required by paragraph (d) of Rule 13a-15 or Rule 15d-15 that has materially
affected, or is reasonably likely to materially affect, our internal control
over financial reporting.





10




PART
II




OTHER
INFORMATION




ITEM
1 - LEGAL PROCEEDINGS





We are
not a party to any pending legal proceeding, nor is our property the subject of
a pending legal proceeding, that is not in the ordinary course of business or
otherwise material to the financial condition of our business. None of our
directors, officers or affiliates is involved in a proceeding adverse to our
business or has a material interest adverse to our business.


ITEM
1A. RISK FACTORS




There
have been no material changes from the Risk Factors described in our Annual
Report on Form 10-KSB for the fiscal year ended December 31, 2007.




ITEM
2 - UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS




None.




ITEM
3 - DEFAULTS UPON SENIOR SECURITIES




None.




ITEM
4 - SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS




None.




ITEM
5 - OTHER INFORMATION




None.




There
were no material changes to the procedures by which security holders may
recommend nominees to the registrant’s board of directors.




ITEM
6 - EXHIBITS





Exhibit Number
            
            Description31.1
            
            Certification
      by Chief Executive Officer, required by Rule 13a-14(a) or Rule 15d-14(a)
      of the Exchange Act.31.2
            
            Certification
      by Chief Financial Officer, required by Rule 13a-14(a) or Rule 15d-14(a)
      of the Exchange Act.32.1
            
            Certification
      by Chief Executive Officer, required by Rule 13a-14(b) or Rule 15d-14(b)
      of the Exchange Act and Section 1350 of Chapter 63 of Title 18 of the
      United States Code.32.2
            
            Certification
      by Chief Financial Officer, required by Rule 13a-14(b) or Rule 15d-14(b)
      of the Exchange Act and Section 1350 of Chapter 63 of Title 18 of the
      United States Code.






11


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 23, 2008




ORGANETIX,
      INC.By:/s/ Seth ShawSeth
      Shaw
              President
      and Chief Executive Officer (principal executive
      officer)By:/s/ Seth ShawSeth Shaw
              Principal financial and accounting
      officer








12