U.S. Securities and Exchange Commission
                             Washington, D.C.  20549
                                   Form 10-QSB
(Mark  One)
[  X]  QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF  1934
     For  the  quarterly  period  ended  March  31,  2004

[  ]  TRANSITION  REPORT  UNDER  SECTION  13  OR  15(d)  OF  THE  EXCHANGE  ACT
     For  the  transition  period  from  _____________  to  ______________

                        Commission file number: 333-57946

                             ORGANIC SOILS.COM, INC.
        (Exact name of small business issuer as specified in its charter)


             NEVADA                                      88-0448626
(State  or other jurisdiction of             (IRS Employer Identification  No.)
incorporation  or  organization)

               300 EAST 54TH AVE., SUITE 202, ANCHORAGE, AK  99518
                     (Address of principal executive offices)

                                 (415) 387-7500
                           (Issuer's telephone number)

                                 NOT APPLICABLE
    (Former name, former address and former fiscal year, if changed since last
                                     report)

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 reports), and (2) has been
subject  to  such  filing requirements for the past 90 days.  Yes  [ X]  No [  ]

      APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING
                            THE PRECEDING FIVE YEARS

Check  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  plan  confirmed  by  a  court.  Yes  ____  No  ____

                      APPLICABLE ONLY TO CORPORATE ISSUERS

The  aggregate  number  of  shares issued and outstanding of the issuer's common
stock  as  of  March  31,  2004  was  2,323,000  shares  of  $0.001par  value.

Transitional  Small  Business  Disclosure  Format  (Check  one):
Yes  [  ]  No  [X]


<PAGE>

<TABLE>
<CAPTION>


                            ORGANIC SOILS.COM, INC.
                                  FORM 10-QSB

                                      INDEX


                                                                                    Page
<S>       <C>                                                                       <C>
PART I..  Financial Information

          Item 1.  Financial Statements                                                3

          Balance Sheets - Three months ended March 31, 2004 (Unaudited)  and
          the year ended December 31, 2003                                             3

          Statements of Operations (Unaudited) - three months ended March 31,
          2004 and 2003                                                                4

          Statements of Stockholders' Equity (Deficit) (Unaudited) - three months
          ended March 31, 2004 and 2003                                                5

          Statements of Cash Flows (Unaudited) - three months ended March 31,
          2004 and 2003                                                                6

          Notes to financial statements (Unaudited)                                    7

          Item 2.  Management's Discussion and Analysis of Financial Condition or
          Plan of Operation                                                           10

          Item 3.  Controls and Procedures                                            12

PART II.  Other Information

          Item 6.  Exhibits and Reports on Form 8-K                                   13

          Signatures                                                                  13
</TABLE>


(Inapplicable  items  have  been  omitted)


                                        2
<PAGE>

PART  I-  FINANCIAL  INFORMATION

ITEM  1.  FINANCIAL  STATEMENTS
-------------------------------

<TABLE>
<CAPTION>


                            ORGANIC SOILS.COM, INC.
                                 BALANCE SHEETS
                                 --------------

                                                     Three-Month
                                                     Period Ended
                                                      March 31,       Year Ended
                                                     (Unaudited)     December 31,
ASSETS                                                   2004            2003
--------------------------------------------------  --------------  --------------
<S>                                                 <C>             <C>

Current assets
  Cash in bank . . . . . . . . . . . . . . . . . .  $         977   $       1,015
  Accounts Receivable. . . . . . . . . . . . . . .                              -
                                                    --------------  --------------
    Total current assets

    Total assets . . . . . . . . . . . . . . . . .  $         977   $       1,015
                                                    ==============  ==============
LIABILITIES AND SHAREHOLDERS' EQUITY
--------------------------------------------------

LIABILITIES
--------------------------------------------------

  Accounts payable . . . . . . . . . . . . . . . .  $       4,173   $       4,173
  Accrued expenses . . . . . . . . . . . . . . . .          4,500           4,500
  Accrued interest . . . . . . . . . . . . . . . .          2,273           1,726
  Notes payable. . . . . . . . . . . . . . . . . .         18,275          18,275
                                                    --------------  --------------


  Total liabilities. . . . . . . . . . . . . . . .         29,221          28,674


SHAREHOLDERS' DEFICIENCY
--------------------------------------------------

  Common stock, 50,000,000 shares authorized
    at $.001 par 2,323,000 issued and outstanding.          2,323           2,323
  Paid in capital. . . . . . . . . . . . . . . . .        284,227         284,227
  Retained deficit . . . . . . . . . . . . . . . .       (314,795)       (314,209)
                                                    --------------  --------------
  Total shareholders' deficiency . . . . . . . . .        (28,245)        (27,659)
                                                    --------------

    Total liabilities and shareholders' deficiency  $         977   $       1,015
                                                    ==============  ==============
</TABLE>


                 See accompanying notes to financial statements.


                                        3
<PAGE>

<TABLE>
<CAPTION>


                            ORGANIC SOILS.COM, INC.
                            STATEMENTS OF OPERATIONS
                           --------------------------

                                      Three-Month Periods Ended
                                      --------------------------
                                       March 31,     March 31,
                                      (Unaudited)   (Unaudited)
                                          2004          2003
                                      ------------  ------------
<S>                                   <C>           <C>
Revenue. . . . . . . . . . . . . . .  $         0   $       120
Expenses
  Bank charges . . . . . . . . . . .           44            44
  Consulting fees
  Travel and entertainment . . . . .                         44
  Office expenses. . . . . . . . . .                         21
  Start up costs
  Promotion
  License and permits
  Miscellaneous
  Rent
  Options granted for services
  Stock issued for legal services
  Money raising costs
  Telephone
                                      ------------  ------------
    Total expenses . . . . . . . . .           44           109
                                      ------------  ------------
    Loss from operations . . . . . .          (44)           11
Other income and (expense)
  Interest income. . . . . . . . . .            6             6
  Interest expense . . . . . . . . .         (548)         (255)
                                      ------------  ------------
    Total other income and (expense)         (542)         (249)
                                      ------------  ------------
      Net loss . . . . . . . . . . .  $      (586)  $      (238)
                                      ============  ============
Loss per share
  of common stock. . . . . . . . . .  $     (0.01)  $     (0.01)
                                      ============  ============
Weighted average of shares
  outstanding. . . . . . . . . . . .    2,300,000     2,323,000
                                      ============  ============
</TABLE>

                 See accompanying notes to financial statements.


                                        4
<PAGE>

<TABLE>
<CAPTION>


                            ORGANIC SOILS.COM, INC.
                  STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
                ------------------------------------------------

                      Common     Paid in   Additaional  Retained
                      Shares     Capital   Paid In      Deficit     Total
                    ----------  ---------  -----------  ----------  ---------
<S>                 <C>         <C>        <C>          <C>         <C>

                                      2003
                                   ----------
December 31, 2002.  2,323,000   $  2,323   $284,227     $(302,676)  $(16,126)
Net (loss) . . . .                                           (238)      (238)
                    ----------  ---------  -----------  ----------  ---------
March 31, 2003 . .  2,323,000      2,323    284,227      (302,914)   (16,364)
                   ===========  =========  ===========  ==========  =========


                                      2004
                                   ----------
December 31, 2003.  2,323,000      2,323    284,227      (314,209)   (27,659)
Net (Loss) . . . .                                           (586)      (586)
                    ----------  ---------  -----------  ----------  ---------
March 31, 2004 . .  2,323,000   $  2,323   $284,227     $(314,795)  $(28,245)
                   ===========  =========  ===========  ==========  =========
</TABLE>


                 See accompanying notes to financial statements.


                                        5
<PAGE>

<TABLE>
<CAPTION>


                            ORGANIC SOILS.COM, INC.
                            STATEMENTS OF CASH FLOWS
                          ---------------------------

                                                 Three-Month Periods Ended
                                                 -------------------------
                                                  March 31,    March 31,
                                                 -----------  ------------
                                                    2004         2003
                                                 -----------  ------------
<S>                                              <C>          <C>
CASH FLOWS FROM
  OPERATING ACTIVITIES
Net loss. . . . . . . . . . . . . . . . . . . .  $     (586)  $     (238)
Adjustments to reconcile net
  income to net cash
  provided by operating activities
  (Increase)Decrease in accounts receivable . .           0            0
  Increase (Decrease) in current liabilities. .         547       (2,744)
                                                 -----------  ------------
NET CASH PROVIDED BY
  OPERATING ACTIVITIES. . . . . . . . . . . . .         (39)      (2,982)
FINANCING ACTIVITIES
  Short term borrowings . . . . . . . . . . . .           0        3,000
  Repayment of loans
  Sale of common stock
                                                 -----------  ------------
NET CASH REALIZED FROM
  FINANCING ACTIVITIES. . . . . . . . . . . . .           0        3,000
                                                 -----------  ------------
INCREASE ON CASH AND CASH
  EQUIVALENTS . . . . . . . . . . . . . . . . .         (39)          18
Cash and Equivalents at the beginning of period       1,015          909
                                                 -----------  ------------
Cash and Equivalents at the end of period . . .  $      977   $      927
                                                 ===========  ============

Supplemental disclosures to the
  statement of cash flows:
  Interest paid during the year . . . . . . . .  $        0   $        0
                                                 ===========  ============
</TABLE>


                 See accompanying notes to financial statements.


                                        6
<PAGE>

ORGANIC  SOILS.COM,  INC
NOTES  TO  FINANCIAL  STATEMENTS

1.  ORGANIZATION  AND  BASIS  OF  PRESENTATION

     Basis  of  presentation

     The  accompanying interim condensed financial statements are unaudited, but
     in  the  opinion  of  management  of Organic Soils.com, Inc. (the Company),
     contain  all  adjustments,  which  include  normal  recurring  adjustments,
     necessary  to  present  fairly the financial position at March 31 2004, the
     results  of  operations for the three months ended March 31, 2004 and 2003,
     and  cash  flows  for  the  three months ended March 31, 2004 and 2003. The
     balance sheet as of December 31, 2003 is derived from the Company's audited
     financial  statements.

     Certain information and footnote disclosures normally included in financial
     statements  that  have  been prepared in accordance with generally accepted
     accounting  principles have been condensed or omitted pursuant to the rules
     and  regulations  of  the  Securities  and  Exchange  Commission,  although
     management  of the Company believes that the disclosures contained in these
     financial statements are adequate to make the information presented therein
     not  misleading. For further information, refer to the financial statements
     and  the  notes  thereto  included  in  the Company's Annual Report on Form
     10-KSB  for  the  fiscal  year  ended  December 31, 2003, as filed with the
     Securities  and  Exchange  Commission.

     The  preparation  of  financial  statements  in  conformity  with generally
     accepted  accounting  principles  requires management to make estimates and
     assumptions  that  affect  the  reported amounts of assets and liabilities,
     disclosure  of  contingent  assets  and  liabilities  at  the  date  of the
     financial  statements,  and  the  reported  amounts of revenues and expense
     during  the  reporting  period.  Actual  results  could  differ  from those
     estimates.

     The results of operations for the three months ended March 31, 2004 are not
     necessarily  indicative of the results of operations to be expected for the
     full  fiscal  year  ending  December  31,  2004.

     Description  of  business

     Organic  Soils.com,  Inc.  (the  "Company")  was  incorporated in Nevada on
     January  19,  2000  in order to perform marketing and distribution services
     for  a  related  non  public  company.

     Revenue  recognition

     The  company  receives  a  5% commission from an affiliated company for the
     sale  of  the  affiliated  company's soil. Revenue is recognized at the net
     commission  rate.

     Net  loss  per  share

     Basic  earnings  per  share is computed by dividing net income available to
     common  stockholders  by  the  weighted  average  number  of  common shares
     outstanding  during  the  period.


                                        7
<PAGE>

2.  NEW  ACCOUNTING  PRONOUNCEMENTS

     In  July  2002,  the  FASB  issued  SFAS  No.  146,  "Accounting  for Costs
     Associated  with  Exit  or  Disposal  Activities".  SFAS  No. 146 nullifies
     Emerging  Issues  Task  Force  Issue  No.  94-3: "Liability Recognition for
     Certain  Employee  Termination Benefits and Other Costs to Exit an Activity
     (including  Certain  Costs  Incurred  in  a  Restructuring)."  SFAS No. 146
     requires  that  a  liability  be  recognized  for those costs only when the
     liability is incurred, that is, when it meets the definition of a liability
     in  the  FASB's  conceptual  framework.  SFAS No. 146 also establishes fair
     value  as  the  objective for initial measurement of liabilities related to
     exit or disposal activities. SFAS No. 146 is effective for exit or disposal
     activities  that  are  initiated  after  December  31,  2002,  with earlier
     adoption  encouraged.  Management  does not expect the adoption of SFAS No.
     146  will  have  a  material  impact on the Company's financial position or
     results  of  operations.

     In December 2002, the FASB issued SFAS No. 148, "Accounting for Stock-Based
     Compensation-Transition  and  Disclosure." SFAS No. 148 amends SFAS No. 123
     to  provide alternative methods of transition for a voluntary change to the
     fair value based method of accounting for stock-based compensation. It also
     amends  the disclosure requirements of SFAS No. 123. If an entity elects to
     adopt  the  recognition  provisions  of  the  fair  value  based  method of
     accounting  for  stock-based compensation in a fiscal year beginning before
     December  16,  2003,  that change in accounting principle shall be reported
     using  either  the  (i)  prospective  method, (ii) the modified prospective
     method,  or (iii) the retroactive restatement method as defined in SFAS No.
     148.  SFAS  No. 148 is effective for fiscal years ending after December 15,
     2002.  Since the Company has elected to continue accounting for stock-based
     compensation  under  APB  No.  25,  the adoption of SFAS No. 148 has had no
     impact  to  the  Company's financial position or designed to conform to the
     new  disclosure  requirements  prescribed  by  SFAS  No.  148.

     In  May  2003,  the  FASB  issued  SFAS  No.  150,  "Accounting for Certain
     Financial Instruments with Characteristics of Both Liabilities and Equity."
     SFAS  No.  150  establishes  standards  for  how  an  issuer classifies and
     measures  certain  financial  instruments  with  characteristics  of  both
     liabilities  and  equity.  It  requires that an issuer classify a financial
     instrument  that  is  within  its scope as a liability (or an asset in some
     circumstances).  The provisions of SFAS No. 150 are effective for financial
     instruments  entered  into or modified after May 31, 2003, and otherwise is
     effective at the beginning of the first interim period beginning after June
     15,  2003,  except  for  mandatorily  redeemable  financial  instruments of
     nonpublic  entities,  which are subject to the provisions of this statement
     for  the first fiscal period beginning after December 15, 2004. The Company
     believes  that  the adoption of SFAS No. 150 will not have an impact on its
     financial  position  or  results  of  operations.

     In  January  2003,  the  FASB  issued  FASB Interpretation No. 46 (FIN 46),
     "Consolidation  of  Variable  Interest  Entities,  "  which  clarifies  the
     application of Accounting Research Bulletin No. 51, "Consolidated Financial
     Statements," relating to consolidation of certain entities. FIN 46 requires
     identification  of  a company's participation in variable interest entities
     (VIEs),  which are defined as entities with a level of invested equity that
     is  not  sufficient  to fund future activities to permit it to operate on a
     standalone  basis.  For  entities  identified as a VIE, FIN 46 sets forth a
     model  to  evaluate potential consolidation based on an assessment of which
     party  to the VIE (if any) bears a majority of the exposure to its expected
     losses,  or  stands to gain from a majority of its expected returns. FIN 46
     also  sets  forth  certain disclosures regarding interests in VIEs that are
     deemed  significant,  even if consolidation is not required. The Company is
     not  currently participating in, or invested in any VIEs, as defined in FIN
     46.


                                        8
<PAGE>

3.  RELATED  PARTY  TRANSACTION

     Various  founders  of  the  Company  have performed consulting services for
     which  the  Company  has  paid  them consulting fees as voted on during the
     initial  board  of  directors meeting. There were no monies paid during the
     three  months  ended  March  31,  2004  and  2003.

     The  accounts  payable represents the monies that are due to be paid to the
     affiliated company for the sale of the soil. It represents 95% of the sales
     price  of  the  sale  to  the  customer  of  the  Company as per agreement.

4.  GOING  CONCERN

     The accompanying financial statements have been prepared on a going concern
     basis,  which  contemplates the realization of assets and the settlement of
     liabilities  and commitments in the normal course of business. As reflected
     in  the  accompanying  financial  statements, the company has a net loss of
     $586,  a negative working capital of $28,244 and a stockholders' deficiency
     of  $28,245.  These  factors  raise  substantial doubt about its ability to
     continue  as  a  going concern. The ability to the Company to continue as a
     going  concern  is  dependent  on the company's ability to raise additional
     funds  and  implement  its  business  plan. The financial statements do not
     include any adjustments that might be necessary if the company is unable to
     continue  as  a  going  concern.


                                        9
<PAGE>

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

SAFE  HARBOR  FOR  FORWARD-LOOKING  STATEMENTS

When  used  in  this  report,  the  words "may," "will," "expect," "anticipate,"
"continue,"  "estimate,"  "project,"  "intend,"  and  similar  expressions  are
intended  to  identify  forward-looking statements within the meaning of Section
27a of the Securities Act of 1933 and Section 21e of the Securities Exchange Act
of  1934  regarding events, conditions, and financial trends that may affect the
Company's  future plans of operations, business strategy, operating results, and
financial  position.  Persons  reviewing  this  report  are  cautioned  that any
forward-looking  statements  are  not  guarantees  of future performance and are
subject to risks and uncertainties and that actual results may differ materially
from those included within the forward-looking statements as a result of various
factors.  Such  factors are discussed under the "Item 2. Management's Discussion
and  Analysis  of  Financial  Condition or Plan of Operations," and also include
general  economic  factors and conditions that may directly or indirectly impact
the  Company's  financial  condition  or  results  of  operations.

OUR  HISTORY

We  were  incorporated in the state of Nevada on January 19, 2000 under the name
Organic  Soils.Com,  Inc.  We provide marketing and distribution services in the
soil  industry.

Although  Organic  Soils  may  sell products from sources other than APC Export,
Inc., the corporate existence of Organic Soils is due to APC Export, Inc.'s need
for  a  marketing  research,  marketing implementation and sales organization to
sell  APC  Export,  Inc.'s  products, namely soil. The management of APC Export,
Inc.  determined that a separate marketing organization would be fiscally easier
to  manage. The  fertilizer,  soil,  and  pesticide  markets  are  multi-billion
dollar  markets  both  within  the  United  States  and  abroad.

Organic  Soils  is  currently  coordinating  the marketing of APC Export, Inc.'s
products  in  the  United  States.

OUR  BUSINESS

Organic  Soils  has  entered  into  the  Distribution/Marketing  Agreement
("Agreement")  with  APC Export, Inc., a soil developer in Alaska.  To date, APC
Export,  Inc.  is  the only company with which we have signed a distribution and
marketing  agreement.  Organic Soils' only source of revenue since inception has
been from APC  Export. Under the terms of the Agreement, both parties are to use
their  best  efforts  to  fulfill  the  following  responsibilities:

RESPONSIBILITIES  OF  ORGANIC  SOILS  UNDER  AGREEMENT

According  to  the  terms  of  this  agreement,  Organic  Soils markets the soil
provided by APC Export, Inc. to households and the local greenhouse industry, as
well  as  on  the  national market. If production significantly expands, Organic
Soils  may  also  export  organic humus soil wholesale  to various international
markets.  Organic  Soils'  responsibilities  include,  without  limitation,  the
development  of  demand  for  and  the selling of APC Export,  Inc.'s  products.
Other  responsibilities  of  Organic Soils under the Agreement are  to determine
which products should be developed,  to determine what research will be required
to  validate  any product,  to submit its budget  to APC  Export,  Inc.  for any
proposal,  to  organize,  supervise  and  consolidate  research  approved by APC
Export,  Inc.,  and  to  submit  its  recommendation  to  APC  Export,  Inc.


                                       10
<PAGE>

RESPONSIBILITIES  OF  APC  EXPORT,  INC.  UNDER  AGREEMENT

APC  Export,  Inc.'s  responsibilities  include  its  best  efforts  to fill all
accepted  orders  for its products  and  to  pay  Organic  Soils a 5% commission
on  gross  sales.  Organic  Soils  is  the  exclusive distributor of APC Export,
Inc.  products in the United States.  APC Export, Inc. retains the right to sell
to  the  United  States,  or  its agencies and to any foreign government, or its
agencies.  Either  party  to this Agreement may terminate the Agreement upon 120
days  notice  to  the  other  party.

EMPLOYEES

Ray  L. Smith is currently the only employee of Organic Soils.com.  Mr. Smith is
our  sole  Officer  and Director and will devote such time to the management and
development  of  Organic Soils that he deems necessary to implement our business
plan.

RESULTS  OF  OPERATIONS FOR THE THREE-MONTH PERIOD ENDED MARCH 31, 2004 AND 2003

The  Company  had no revenue during the three-month period ended March 31, 2004.
The  Company  had  total  operating  expenses of  $44, interest income of $6 and
interest  expense  of  $548.  As  a result the Company experienced a net loss of
$586  for  the  three-month period ended March 31, 2004.  During the three-month
period  ended  March  31,  2003 the Company had revenue of $120, total operating
expenses  of  $109,  interest  income  of  $6 and interest expense of $255. As a
result  the  Company  experienced  a net loss of $238 for the three-month period
ended  March  31,  2003.

Organic  Soils  has not fully implemented its business plan. A brief description
of  the  Company's marketing strategies and business plan is offered as follows:

Organic  Soils  believes there are three distinct markets for our soil products:
the  retail  consumer,  retail  stores  and  agricultural  customers.

RETAIL  CONSUMER  AND  RETAIL  STORE  MARKETS.

Any  retail store that offers home and garden products is a potential market for
Organic  Soils'  products  as  well  as  our  clients' products and we intend to
implement  a marketing campaign to these stores.  Organic Soils plans to deliver
its  brochures  and its clients' detailed brochures to these targeted markets in
order  to  introduce  the  soil  products.  Organic  Soils anticipates that once
these  two  markets  become  familiar  with  the  products and their advantages,
Organic  Soils  will  be  able to capture a greater market share.  Organic Soils
intends  to  advertise  its  products  in  home and garden magazines and various
agricultural  journals.  Many retail stores rent their shelf space for qualified
products. Organic Soils may rent shelf space and market  its  products  directly
to  the  retail  consumer.

AGRICULTURAL  MARKETS

Organic  food  production  and  organic  farming  is  growing and the demand for
organic  products  has  created  a  groundswell of interest from farmers to grow
organic  products  for  greater  income.  Organic Soils intends to penetrate the
Agricultural  Markets  through  key  trade  shows,  trade advertising and direct
marketing  programs.

MARKETING  STRATEGY  AND  PRICING

Organic  Soils  intends to derive revenues from providing consulting services in
the  areas  of  packaging,  organic  product  development  and distribution from


                                       11
<PAGE>

marketing  fees  form  various  soil and soil enhancement developers, as well as
from  the  mark  up  on  the  products  distributed by Organic Soils. Currently,
Organic  Soils  has  only one distribution and marketing agreement in place. The
agreement  is  with  APC Export, Inc. Organic Soils' complete marketing solution
will  allow  companies which are currently selling or planning to sell bulk soil
products  to  increase  their  profit  margins.  Our  services  would  include
assistance  with package design, package design with in-store trials, as well as
an introduction to various packaged soil distributors. We also intend to provide
consulting  services  in  the  area  of  market  analysis, including determining
potential  profitability,  potential  volume,  and  ease of entry into specified
markets.  These  services  would be required for customers with distribution and
marketing  agreements.

Alaska  is  rich with both sphagnum moss and humus soil. APC develops both types
as  part  of  its  business.  The  growth  strategy that has been developed will
embrace a competitive strategy that allows for market penetration. Organic Soils
has  received various foreign inquiries about the export of humus. Organic Soils
believes  it  will  have the opportunity to penetrate humus overseas markets. We
have pursued and received inquiries form foreign companies located in the United
Arab  Emirates,  Canada  and Australia, among others. While these inquiries have
not  resulted  in  the  securing  of  any  contracts  or  purchase  orders,  we
nevertheless  maintain  contact with these companies for future utilization. All
these  inquiries  remain  in  the preliminary phase, although sample APC Export,
Inc.'s  products  have  been  delivered  for  testing.

No  assurances  can  be  given  that  Organic  Soils  will  be  economically
successful  in  its  attempts  to  enter  any  of  these  markets.

LIQUIDITY  AND  CAPITAL  RESOURCES

At  March  31,  2004, the Company had assets of $977 consisting of cash in hand.
At  December  31,  2003  the  Company  had  assets  of  $1,015  in cash on hand.

At  March  31,  2004  the Company's liabilities totaled $29,221 and consisted of
$4,173  in  accounts  payable,  $4,500  in  accrued  expenses, $2,273 in accrued
interest, and $18,275 in notes payable. Liabilities at December 31, 2003 totaled
$28,674 and consisted of  $4,173 in accounts payable, $4,500 in accrued expense,
$1,726  in  accrued  interest,  and  $18,275  in  notes  payable.

As  of  March  31,  2004,  the  Company  had no material commitments for capital
expenditures.

Our  auditors  have expressed concern that our liabilities exceed our assets and
that  we have shown a net loss since inception. As there is  no  assurance  that
any  revenue generated by Organic Soils.com,  Inc.  will  be  sufficient to fund
our  operations, we are reliant on loans  from officers, directors, stockholders
and others to fund our operations. In addition, we may sell securities including
common  stock and/or issue warrants to purchase common stock to raise additional
funds thereby diluting our current stockholders. These factors raise substantial
doubt  about  our  ability  to  continue  as  a  going  concern.

ITEM  3.  CONTROLS  AND  PROCEDURES

(a) Evaluation of disclosure controls and procedures. Based on the evaluation of
our disclosure controls and procedures (as defined in Securities Exchange Act of
1934  Rules  13a-15(e)  and 15d-15(e)) required by Securities Exchange Act Rules
13a-15(b)  or 15d-15(b), our Chief Executive Officer/Chief Financial Officer has
concluded  that  as  of  the  end  of  the  period  covered  by this report, our
disclosure  controls  and  procedures  were  effective.


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<PAGE>

(b)  Changes in internal controls. There were no changes in our internal control
over  financial  reporting  that  occurred during our most recent fiscal quarter
that  have  materially  affected, or are reasonably likely to materially affect,
our  internal  control  over  financial  reporting.

PART  II  -  OTHER  INFORMATION

ITEM  6.  EXHIBITS  AND  REPORTS  ON  FORM  8-K

No  reports on Form 8-K were filed by Organic Soils.com, Inc. during the quarter
ended  March  31,  2004.

<TABLE>
<CAPTION>

EXHIBITS:

EXHIBIT NUMBER  TITLE                                                   LOCATION

<C>             <S>                                                     <C>
31              Certification of the Principal Executive Officer and .  Attached
                Principal Financial Officer pursuant to Section 302 of
                the Sarbanes-Oxley Act of 2002

32              Certification of the Principal Executive Officer and .  Attached
                Principal Financial Officer pursuant to U.S.C. Section
                1350 as adopted pursuant to Section 906 of the
                Sarbanes-Oxley Act of 2002
</TABLE>



                                   SIGNATURES

In  accordance  with  the  Exchange Act, the registrant caused this report to be
signed  on  its  behalf  by  the  undersigned  thereunto  duly  authorized.

                                   ORGANIC  SOILS.COM,  INC.


Date: May 25, 2004                 By:/s/ Ray  L.  Smith
                                   ------------------------------
                                   Ray  L.  Smith
                                   Chief  Executive  Officer  and
                                   Chief  Financial  Officer


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<PAGE>