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  June  30,  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  June  30,  2004  was  2,323,000  shares  of  $0.001par  value.

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


<PAGE>

<TABLE>
<CAPTION>


                                  FORM 10-QSB
                            ORGANIC SOILS.COM, INC.

                                      INDEX

                                                                          Page
<S>       <C>                                                             <C>
PART I..  Financial Information
          Item 1.  Unaudited Financial Statements                             3

          Balance Sheet June 30, 2004 and December 31, 2003                   3

          Statement of Operations for the Six Months Ended June 30, 2004
          and 2003                                                            4

          Statement of Shareholders' Deficiency for the Six Months Ended
          June 30, 2004.                                                      5

          Statement of Cash Flows for the Six Months Ended June 30, 2004
          and 2003                                                            6

          Notes to Financial Statements                                     7-9

          Item 2.  Management's Discussion and Analysis of Financial
          Condition and Results of Operations                             10-12

          Item 3.  Controls and Procedures                                   13

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 SHEET
                      June 30, 2004 and December 31, 2003


                                                    Unaudited    December 31,
ASSETS                                                 2004         2003
--------------------------------------------------  -----------  --------------
<S>                                                 <C>          <C>

Current assets
  Cash in bank . . . . . . . . . . . . . . . . . .  $      812   $       1,015
  Accounts Receivable. . . . . . . . . . . . . . .                           -
                                                    -----------  --------------
    Total current assets

    Total assets . . . . . . . . . . . . . . . . .  $      812   $       1,015
                                                    ===========  ==============
LIABILITIES AND SHAREHOLDERS' EQUITY
--------------------------------------------------

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

  Accounts payable . . . . . . . . . . . . . . . .  $    4,173   $       4,173
  Accrued expenses . . . . . . . . . . . . . . . .       4,500           4,500
  Accrued interest . . . . . . . . . . . . . . . .       2,823           1,726
  Notes payable. . . . . . . . . . . . . . . . . .      18,275          18,275
                                                    -----------  --------------

  Total liabilities. . . . . . . . . . . . . . . .      29,771          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 . . . . . . . . . . . . . . . .    (315,509)       (314,209)
                                                    -----------  --------------
  Total shareholders' deficiency . . . . . . . . .     (28,959)        (27,659)
                                                    -----------

    Total liabilities and shareholders' deficiency  $      812   $       1,015
                                                    ===========  ==============
</TABLE>


     The accompanying notes are an integral part of the financial statements


                                        3
<PAGE>

<TABLE>
<CAPTION>


                     ORGANIC SOILS.COM
                  STATEMENT OF OPERATIONS
       For the six months ended June 30, 2004 and 2003


                                      Unaudited    Unaudited
                                         2004         2003
                                      -----------  -----------
<S>                                   <C>          <C>
Revenue. . . . . . . . . . . . . . .  $        0   $      120
Expenses
  Bank charges . . . . . . . . . . .          58           88
  Consulting fees. . . . . . . . . .                     1500
  Travel and entertainment . . . . .                       44
  Office expenses. . . . . . . . . .         158           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 . . . . . . . . .         216        1,653
                                      -----------  -----------
    Loss from operations . . . . . .        (216)      (1,533)
Other income and (expense)
  Interest income. . . . . . . . . .          12           12
  Interest expense . . . . . . . . .      (1,096)        (587)
                                      -----------  -----------
    Total other income and (expense)      (1,084)        (575)
                                      -----------  -----------
      Net loss . . . . . . . . . . .  $   (1,300)  $   (2,108)
                                      ===========  ===========
Loss per share
  of common stock. . . . . . . . . .  $    (0.01)  $    (0.01)
                                      ===========  ===========
Weighted average of shares
  outstanding. . . . . . . . . . . .   2,300,000    2,323,000
                                      ===========  ===========
</TABLE>


     The accompanying notes are an integral part of the financial statements


                                        4
<PAGE>

<TABLE>
<CAPTION>


                             ORGANIC SOILS.COM, INC
                      STATEMENT OF SHAREHOLDERS' DEFICIENCY
                For the Six Months ended June 30, 2004 and 2003


                    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) . . . .                                          (2,108)    (2,108)
                    ----------  ---------  ------------  ----------  ---------
June 30, 2003. . .  2,323,000      2,323        284,227   (304,784)   (18,234)
                    ==========  =========  ============  ==========  =========


                                      2004
                                   ----------

December 31, 2003.  2,323,000      2,323        284,227   (314,209)   (27,659)
Net (Loss) . . . .                                          (1,300)    (1,300)
                    ----------  ---------  ------------  ----------  ---------
June 30, 2004. . .  2,323,000   $  2,323   $    284,227  $(315,509)  $(28,959)
                    ==========  =========  ============  ==========  =========
</TABLE>


     The accompanying notes are an integral part of the financial statements


                                        5
<PAGE>

<TABLE>
<CAPTION>


                       ORGANIC SOILS.COM, INC
                      STATEMENT OF CASH FLOWS
          For the Six Months Ended June 30, 2004 and 2003


<S>                                              <C>       <C>
                                                    2004      2003
                                                 --------  --------
CASH FLOWS FROM
  OPERATING ACTIVITIES
Net loss. . . . . . . . . . . . . . . . . . . .  $(1,300)  $(2,108)
Adjustments to reconcile net
  income to net cash
  provided by operating activities
  (Increase)Decrease in accounts receivable . .        0         0
  Increase (Decrease) in current liabilities. .    1,097    (2,414)
                                                 --------  --------
NET CASH PROVIDED BY
  OPERATING ACTIVITIES. . . . . . . . . . . . .     (203)   (4,522)
FINANCING ACTIVITIES
  Short term borrowings . . . . . . . . . . . .        0     4,700
  Repayment of loans
  Sale of common stock
                                                 --------  --------
NET CASH REALIZED FROM
  FINANCING ACTIVITIES. . . . . . . . . . . . .        0     4,700
                                                 --------  --------
INCREASE ON CASH AND CASH
  EQUIVALENTS . . . . . . . . . . . . . . . . .     (203)      179
Cash and Equivalents at the beginning of period    1,015       909
                                                 --------  --------
Cash and Equivalents at the end of period . . .  $   812   $ 1,088
                                                 ========  ========
Supplemental disclosures to the
  statement of cash flows:
  Interest paid during the year . . . . . . . .  $     0   $     0
                                                 ========  ========
</TABLE>


     The accompanying notes are an integral part of the financial statements


                                        6
<PAGE>

                             ORGANIC SOILS.COM, INC
                        FOOTNOTES TO FINANCIAL STATEMENTS
                             JUNE 30, 2004 AND 2003


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
          June 30, 2004, the results of operations for the six months ended June
          30,  2004  and  2003, and cash flows for the six months ended June 30,
          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 six months ended June 30, 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>

                             ORGANIC SOILS.COM, INC
                        FOOTNOTES TO FINANCIAL STATEMENTS
                             JUNE 30, 2004 AND 2003


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


                                        8
<PAGE>

                             ORGANIC SOILS.COM, INC
                        FOOTNOTES TO FINANCIAL STATEMENTS
                             JUNE 30, 2004 AND 2003

2.   NEW  ACCOUNTING  PRONOUNCEMENTS  (CONTINUED)

          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.

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 six months ended June 30, 2004 and 2003. Notes payable were from a
          major  shareholder  at  12%  interest  due  in  the  current  year.

          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.

<TABLE>
<CAPTION>

SIX  MONTH  INTERIM  FINANCIAL  INFORMATION

                          2004      2003
                        --------  --------
<S>                     <C>       <C>
Sales. . . . . . . . .  $     0   $   120
Expenses . . . . . . .      216     1,653
                        --------  --------
Loss form operations .     (216)   (1,533)
Other income (expense)   (1,084)     (575)
                        --------  --------
Net (loss) . . . . . .  $(1,300)  $(2,108)
                        ========  ========
</TABLE>

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  $1,300,  a negative working capital of
          $28,959 and a stockholders' deficiency of $28,959. 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.

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
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


                                       11
<PAGE>

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.

RESULTS  OF  OPERATIONS  FOR  THE SIX-MONTH PERIODS ENDED JUNE 30, 2004 AND 2003

The Company had no revenue during the three and six-month periods ended June 30,
2004.  During  the  six-month  period ended June 30, 2004, the Company had total
operating  expenses  of  $216,  interest  income  of $12 and interest expense of
$1,096.  As  a  result  the  Company  experienced  a  net loss of $1,300 for the
six-month  period  ended  June 30, 2004.  During the six-month period ended June
30,  2003  the  Company had revenue of $120, total operating expenses of $1,653,
interest  income  of  $12  and interest expense of $587. As a result the Company
experienced  a  net loss of $2,108 for the six-month period ended June 30, 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.

LIQUIDITY  AND  CAPITAL  RESOURCES

At June 30, 2004, the Company had assets of $812 consisting of cash in hand.  At
December  31,  2003  the  Company  had  assets  of  $1,015  in  cash  on  hand.

At  June  30,  2004  the  Company's liabilities totaled $29,771 and consisted of
$4,173  in  accounts  payable,  $4,500  in  accrued  expenses,  $2823 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  June  30,  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.


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<PAGE>

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.

(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  June  30,  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: August 10, 2004              By: /s/ Ray  L.  Smith
                                   ------------------------------
                                   Ray  L.  Smith
                                   Chief  Executive  Officer  and
                                   Chief  Financial  Officer


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<PAGE>