U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C.  20549

                                   FORM 10-QSB

     [  X  ]     QUARTERLY  REPORT  PURSUANT  TO  SECTION  13  OR  15(d)  OF THE
SECURITIES  EXCHANGE  ACT  OF  1934

     For  the  quarterly  period  ended  September  30,  2002

     [   ]     TRANSITION  REPORT  PURSUANT  TO  SECTION  13  OR  15(d)  OF  THE
SECURITIES  EXCHANGE  ACT  OF  1934

     For  the  transition  period  from     to

                          Commission File No. 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)

                                 (907) 770-3709
                           (Issuer's telephone number)

                                 Not Applicable
      (Former name, address and fiscal year, if changed since last report)

Check  whether  the  issuer  (1)  has  filed all reports required to be filed by
Section  13  or 15(d) of the Exchange Act during the preceding 12 months (or for
such  shorter period that the issuer 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 has filed all documents and reports required to be
filed  by  Sections  12,  13,  or  15(d)  of  the Exchange Act subsequent to the
distribution  of  securities under a plan confirmed by a court. Yes [  ] No [  ]

APPLICABLE  ONLY  TO  CORPORATE  ISSUERS:

State the number of shares outstanding of each of the issuer's classes of common
equity,  as  of September 30, 2002: 2,323,000 shares of common stock, $0.001 par
value.

Transitional  Small  Business  Format:  Yes  [   ]  No  [  x  ]


<PAGE>

<TABLE>
<CAPTION>

                                  FORM 10-QSB
                             ORGANIC SOILS.COM, INC.
                          (A Development Stage Company)
                                      INDEX

                                                                           Page
PART I.                        Financial Information

<S>       <C>                                                              <C>
          Item I.  Financial Statements (unaudited)                           3

          Independent Accountant's Report                                     4

          Unaudited Balance Sheet, September 30, 2002 and 2001                5

          Unaudited Statement of Operations for the nine months ended
          September 30, 2002 and 2001                                         6

          Unaudited Statement of Statements of Shareholders' Equity for
          the Period Ended September 30, 2002 and 2001                        7

          Unaudited Statement of Cash Flows, for the  nine months ending
          September 30, 2002 and 2001                                         8

          Footnotes to Financial Statements                                   9

          Item II.  Management's Discussion and Analysis of Financial
          Condition or Plan of Operation                                     13

PART II.  Other Information
          Item 2.  Changes in Securities and Use of Proceeds                 15

          Item 6.  Exhibits and Reports on Form 8-K                          16

          Signatures                                                         16
</TABLE>

(Inapplicable  items  have  been  omitted)


                                        2
<PAGE>

PART  I.

FINANCIAL  INFORMATION

Item  1.  Financial  Statements  (unaudited)

In  the  opinion  of management, the accompanying unaudited financial statements
included  in this Form 10-QSB reflect all adjustments (consisting only of normal
recurring  accruals)  necessary  for  a  fair  presentation  of  the  results of
operations for the periods presented.  The results of operations for the periods
presented  are  not necessarily indicative of the results to be expected for the
full  year.


                                        3
<PAGE>

Hawkins  Accounting
Certified  Public  Accountant
17415  Monterey  St.  Suite  200
Morgan  Hill,  CA  95037
408-776-9455

To  the  Board  of  Directors
Organic  Soils.Com,  Incorporated.
Anchorage,  Alaska


                         Independent Accountant's Report
                         -------------------------------


I  have  reviewed  the  accompanying  balance  sheet  of  Organic  Soils.Com,
Incorporated  as  of  September  30,  2002 and 2001 and the related statement of
operations  stockholders'  equity  and  the statement of cash flows for the nine
months  then  ended.  All  information included in these financial statements is
the  representation  of  the  management  of  Organic  Soils.Com,  Incorporated.

I  conducted  my review in accordance with standards established by the American
Institute  of  Public  Accountants.  A  review  of interim financial information
consists principally of applying analytical procedures applied to financial data
and  making  inquiries  of  persons  responsible  for  financial  and accounting
matters.  It  is  substantially  less  in scope than an audit in accordance with
generally  accepted auditing standards, the objective of which is the expression
of an opinion regarding the financial statements taken as a whole.  Accordingly,
I  do  not  express  such  as  opinion.

Based  on my review, I am not aware of any material modifications that should be
made  to  the  accompanying  financial  statements and the cumulative results of
operations  and  cash flows in order for them to be in conformity with generally
accepted  accounting  principles.





/s/  Hawkins  Accounting
------------------------


November  7,  2002


                                        4
<PAGE>

<TABLE>
<CAPTION>

                             ORGANIC SOILS.COM, INC
                          (A Development Stage Company)
                                  BALANCE SHEET
                          SEPTEMBER 30, 2002 and 2001


<S>                                                 <C>         <C>
ASSETS
--------------------------------------------------

Current assets
  Cash in bank . . . . . . . . . . . . . . . . . .  $   2,948        449
  Accounts receivable. . . . . . . . . . . . . . .        646      5,301
                                                    ----------  ---------

    Total assets . . . . . . . . . . . . . . . . .  $   3,594      5,750
                                                    ==========  =========


LIABILITIES AND SHAREHOLDERS' EQUITY
--------------------------------------------------

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

  Accounts payable . . . . . . . . . . . . . . . .  $   6,133     11,559
  Accrued interest . . . . . . . . . . . . . . . .          0          0
  Notes payable. . . . . . . . . . . . . . . . . .          0      7,500
                                                    ----------  ---------
  Total liabilities. . . . . . . . . . . . . . . .      6,133     19,059

SHAREHOLDERS' EQUITY
--------------------------------------------------

  Common stock, 50,000,000 shares authorized
    at $.001 par 2,323,000 issued and outstanding.      2,323      2,300
  Paid in capital. . . . . . . . . . . . . . . . .    284,227    249,750

  Deficit accumulated during development stage . .   (289,089)  (265,359)
                                                    ----------  ---------
  Total shareholders' equity . . . . . . . . . . .     (2,539)   (13,309)
                                                    ----------  ---------

    Total liabilities and shareholders' equity . .  $   3,594      5,750
                                                    ==========  =========
</TABLE>

    The accompanying notes are an integral part of these financial statements


                                        5
<PAGE>

<TABLE>
<CAPTION>

                             ORGANIC SOILS.COM, INC
                          (A Development Stage Company)
                            STATEMENT OF OPERATIONS
              For the Nine Months ended September 30, 2002 and 2001

                                                                  Deficit
                                                                Accumulated
                                                                   During
                                                                Development
                                         2002         2001         Stage
                                      -----------  -----------  -----------
<S>                                   <C>          <C>          <C>
Revenue. . . . . . . . . . . . . . .         174          621        1,942

Expenses
  Bank charges . . . . . . . . . . .          47           63          377
  Consulting fees. . . . . . . . . .      13,472       23,862      130,064
  Travel and entertainment . . . . .       5,381        4,074       13,892
  Office expenses. . . . . . . . . .       1,284        2,589        7,209
  Start up costs . . . . . . . . . .                        0        1,655
  Promotion. . . . . . . . . . . . .                      462          864
  License and permits. . . . . . . .         286            0          400
  Miscellaneous. . . . . . . . . . .                    1,086          211
  Rent . . . . . . . . . . . . . . .                    2,077        5,116
  Options granted for services . . .                        0       99,000
  Stock issued for legal services. .                        0       10,000
  Money raising costs. . . . . . . .                    1,000       17,950
  Telephone. . . . . . . . . . . . .          80        1,787        2,740
                                      -----------  -----------  -----------
    Total expenses . . . . . . . . .      20,550       37,000      289,478
                                      -----------  -----------  -----------
    Loss from operations . . . . . .     (20,376)     (36,379)    (287,536)

Other income and (expense)
  Interest income. . . . . . . . . .          26            5           74
  Interest expense . . . . . . . . .        (528)           0       (1,627)
                                      -----------  -----------  -----------
    Total other income and (expense)        (502)           5       (1,553)
                                      -----------  -----------  -----------
      Net loss . . . . . . . . . . .  $  (20,878)  $  (36,374)  $ (289,089)
                                      ===========  ===========  ===========

Loss per share
  of common stock. . . . . . . . . .  $   ($0.01)  $    (0.02)  $    (0.13)
                                      ===========  ===========  ===========
Weighted average of shares
  outstanding. . . . . . . . . . . .   2,308,000    2,300,000    2,300,000
                                      ===========  ===========  ===========
</TABLE>

    The accompanying notes are an integral part of these financial statements


                                        6
<PAGE>

<TABLE>
<CAPTION>

                             ORGANIC SOILS.COM, INC
                          (A Development Stage Company)
                        STATEMENT OF SHAREHOLDERS' EQUITY
                For the Nine Months Ended September 30, 2002 and 2001


                                                        Deficit
                                                      Accumulated
                                                        During
                                           Paid in    Development
                      Shares     Amount    Capital      Stage       Total
                    ----------  ---------  --------  ----------    ---------
<S>                 <C>         <C>        <C>       <C>           <C>

December 31, 2000.  2,267,300   $  2,267   $217,083  $(228,985)    $ (9,635)

January, 2001. . .     32,700         33     32,667                  32,700

Net (loss) . . . .                                     (36,374)     (36,374)

                    ----------  ---------  --------  ----------    ---------
                    2,300,000   $  2,300   $249,750  $(265,359)    $(13,309)
                    ==========  =========  ========  ==========    =========



December 31, 2001.  2,300,000   $  2,300    249,750   (268,211)     (16,161)
Sale of stock, IPO.    23,000         23     34,477                  34,500
Net (loss) . . . .                                     (20,878)     (20,878)
                                                     ----------    ---------
                    2,323,000   $  2,323   $284,227  $(289,089)    $ (2,539)
                    ==========  =========  ========  ==========    =========
</TABLE>

The  accompanying  notes  are  an  integral  part  of these financial statements


                                        7
<PAGE>

<TABLE>
<CAPTION>

                             ORGANIC SOILS.COM, INC
                          (A Development Stage Company)
                            STATEMENT OF CASH FLOWS
              For the nine Months ended September 30, 2002 and 2001

                                                                              Deficit
                                                                           Accumulated
                                                                              During
                                                                           Development
                                                     2002         2001        Stage
                                                 -------------  ---------  ----------
<S>                                              <C>            <C>        <C>
CASH FLOWS FROM
  OPERATING ACTIVITIES
Net loss. . . . . . . . . . . . . . . . . . . .  $    (20,878)  $(36,374)   (289,089)
Adjustments to reconcile net
  income to net cash
  provided by operating activities
  Decrease if accounts receivable
  Options for legal expenses. . . . . . . . . .                         0     10,000
  Options granted for services. . . . . . . . .                         0     99,000
  (Increase)Decrease in accounts receivable . .         7,842     (5,301)       (646)
  Increase (Decrease) in current liabilities. .        (5,720)    (6,600)      6,133
                                                 -------------  ---------  ----------
NET CASH PROVIDED BY
  OPERATING ACTIVITIES. . . . . . . . . . . . .       (18,756)   (48,275)   (174,602)

FINANCING ACTIVITIES
  Short term borrowings . . . . . . . . . . . .         1,400      4,000      19,000
  Repayment of loans. . . . . . . . . . . . . .       (15,000)   (19,000)
  Sale of common stock. . . . . . . . . . . . .        34,500     32,700     177,550
                                                 -------------  ---------  ----------

NET CASH REALIZED FROM
  FINANCING ACTIVITIES. . . . . . . . . . . . .        20,900     36,700     177,550
                                                 -------------  ---------  ----------

INCREASE ON CASH AND CASH
  EQUIVALENTS . . . . . . . . . . . . . . . . .         2,144    (11,575)      2,948
Cash and Equivalents at the beginning of period           804        626           0
                                                 -------------  ---------  ----------
Cash and Equivalents at the end of period . . .  $      2,948   $(10,949)  $   2,948
                                                 =============  =========  ==========
Supplemental disclosures to the
  statement of cash flows:
  Interest paid during the year . . . . . . . .  $        789   $      0   $   1,089
                                                 =============  =========  ==========
</TABLE>

The  accompanying  notes  are  an  integral  part  of these financial statements


                                        8
<PAGE>

                             ORGANIC SOILS.COM, INC
                          (A Development Stage Company)

                          NOTES TO FINANCIAL STATEMENTS
                           September 30, 2002 and 2001

NOTE  1  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES

          Nature  of the business -Organic Soils.Com, Inc. was formed to perform
          -----------------------------------------------
          marketing  and  distribution  services.  The  Company was incorporated
          under  the  laws  of  the  State  of  Nevada  on  January  19,  2000.

          Development  Stage Company - Although the Company had sales during the
          --------------------------
          year,  it  is a development stage company, as defined in the Financial
          Accounting  Standards  Board  No.  7.  The  Company  is  devoting
          substantially  all  of  its present efforts in funding the company and
          attracting  investors  for major expansion. The only material sale was
          to  one  customer  as  more  of  a  promotion  sale.

          Pervasiveness  of  estimates - 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 and disclosure of contingent assets
          and  liabilities  at  the  date  of  the  financial statements and the
          reported amounts of revenues and expenses during the reporting period.
          Actual  results  could  differ  from  those  estimates.

          Cash  and  cash  equivalents  -  For  financial statement presentation
          ----------------------------
          purposes,  the  Company  considers  all  short-term investments with a
          maturity  date  of  three  months  or  less  to  be  cash equivalents.

          Equipment-Equipment  is  recorded at cost. Maintenance and repairs are
          ---------
          expensed  as incurred; major renewals and betterments are capitalized.

          Income  taxes-  Income  taxes  are  provided  for  the  tax effects of
          -------------
          transactions reported in the financial statements and consist of taxes
          currently  due  plus  deferred  taxes related primarily to differences
          between  the  recorded  book  basis  and  tax  basis  of  assets  and
          liabilities  for  financial and income tax reporting. The deferred tax
          assets and liabilities represent the future tax return consequences of
          those differences, which will either be taxable or deductible when the
          assets  and  liabilities  are recovered or settled. Deferred taxes are
          also  recognized  for  operating  losses  that are available to offset
          future  taxable  income  and  tax credits that are available to offset
          future  federal  income  taxes.

          Stock  Options-Stock that is issued for services rendered are recorded
          -------------
          at the fair value of the stock in the year that the stock is given and
          recorded  as  an  expense  in  the  same  year.


                                        9
<PAGE>

                             ORGANIC SOILS.COM, INC
                          (A Development Stage Company)

                          NOTES TO FINANCIAL STATEMENTS
                           September 30, 2002 and 2001

NOTE  1  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES  (Con't)

          Intangible  Assets-Are  recorded  at  cost  and amortized over 5 years
          -----------------
          beginning  in  fiscal  year  2001.

          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.

          Material  adjustments-Management  is not aware of any adjustments that
          ---------------------
          need  to  be  made  in  order  for these financial statements to be in
          conformity  with  generally  accepted  accounting  principles.

          Earnings  per share - Basic earnings per share amounts are computed by
          ------------------
          dividing  the  net  income  by  the  weighted average number of common
          shares  outstanding.


NOTE  2  COMMON  STOCK

          Common  stock  -During the period ended September 30, 2001 pursuant to
          -------------
          an  exemption  under Rule 504 of Regulation D of the Securities Act of
          1933,  as  amended  (the  Act),  the Company sold solely to accredited
          and/or sophisticated investors, its common stock. Each share has a par
          value  of  $.001  and offered to the potential investors for $1.00 per
          share.  There  were  ten different transactions to different investors
          raising  a total of $32,700 during the year period ended September 30,
          2001.  The  Company  sold  108,300 shares under this offering. For the
          period  ending  September  30, 2002 the company raised $34,500 through
          sales  of  an  IPO.

          Founder's  stock-At  it's organizational meeting, the Company voted to
          ----------------
          offer  to  the founders of the Company the opportunity to buy stock at
          the  par  value. As of September 30, 2002 2,050,000 shares were issued
          for  the  total  amount of $2,050. One founder has yet to exercise the
          founder's  shares  as  of  September  30,  2002.


NOTE  3  RELATED  PARTY  TRANSACTIONS

          On  January 20, 2000 the Company entered into an agreement with one of
          the  founders  to  provide  services  in  locating  investors  for the
          Company.  The  contract calls for a total amount of $20,000 to be paid
          to  the  founder. As of the period ending September 30, 2002 and, 2001
          there  were  no  monies paid for this service but there was a total of
          $15,200  paid  against


                                       10
<PAGE>

                             ORGANIC SOILS.COM, INC
                          (A Development Stage Company)

                          NOTES TO FINANCIAL STATEMENTS
                           September 30, 2002 and 2001

          the  contract during the development stage. Also, the founder was paid
          an  additional  amount of $520 for the nine months ended September 30,
          2001 and a total of $2,200 for certain coping and other costs incurred
          on  behalf  of  the  Company  from  date  of  inception.

          Various founders of the Company have performed consulting services for
          which the Company has paid them consulting fees as voted on during the
          organization  meeting.  For  the period ending September 30, 2001 this
          amount  paid to the founders amounted to $7,725 and a total of $26,535
          for  the  development  stage. Services include clerical support, rent;
          office  supplies  legal  services,  etc.  During the date of inception
          these founders have made bridge loans to the Company totaling $19,000.
          At  September  30,  2002  all  loans  with  accrued interest have been
          repaid.

          Two  of  the  founders of the Company are the majority shareholders of
          the  company's  current  major  customer.


NOTE  4  INCOME  TAXES

          The  benefit  for  income  taxes  from  operations  consisted  of  the
          following  components. Current tax benefit of $55,000 resulting from a
          net  loss  before  income  taxes,  and  deferred  tax  expense $55,000
          resulting  from  the valuation allowance recorded against the deferred
          tax  asset  resulting  from  the net operating loss. The change in the
          valuation  allowance  for  the  period  ending  September 30, 2002 was
          $55,000  carry-forward  will  expire  2020  and  2021.

          The  valuation  allowance  will  be evaluated at the end of each year,
          considering  positive  and  negative  evidence about whether the asset
          will  be  realized. At the time the allowance will either be increased
          or  reduced; Reduction could result in the complete elimination of the
          allowance  if  positive  evidence  indicates  that  the  value  of the
          deferred  tax asset is no longer required. It is management's position
          that  the  deferred  tax  asset  be  recorded  when  there is positive
          evidence  it  will  be  realized.


NOTE  5  STOCK  OPTIONS

          On  January  20,  2000  the  Board  of  Directors voted to issue stock
          options  to one individual. The options are to be exercised at a price
          of  $.01  per  share.  There  were  a  total  of 100,000 options to be
          exercised.  All  options  were exercised on April 4, 2000. The options
          were granted for services rendered. The financial statements request a
          compensation  expense  of


                                       11
<PAGE>

                             ORGANIC SOILS.COM, INC
                          (A Development Stage Company)

                          NOTES TO FINANCIAL STATEMENTS
                           September 30, 2002 and 2001


          $99,000  for  the  difference  between the exercise price and the fair
          value  of  the  options.

NOTE  6  GOING  CONCERN

          As  of  September 30, 2002 the Company had a net loss since inception,
          which  raises  substantial  doubt  about  its ability to continue as a
          going  concern.

          Management entered into an agreement with a company that is controlled
          by  some  of  the  founders  of  the  Company to provide marketing and
          distribution  services for the company's product, which is humus soil.

          The  Company  during  the nine months ending September 30, 2002 had an
          Initial Public Offering which raised $34,500. Management has commenced
          a  concerted  effort  to  increase  it's  market  share  with an sales
          campaign  commencing  the  third  quarter.

          The Company's ability to continue as a going concern is dependent upon
          successful  public  offering  and  ultimately  achieving  profitable
          operations.  There is no assurance that the Company will be successful
          in  its  efforts  to  raise  additional proceeds or achieve profitable
          operations.  The  financial  statements do not include any adjustments
          that  might  result  from  the  outcome  of  this  uncertainty.


                                       12
<PAGE>

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

FORWARD-LOOKING  STATEMENT  NOTICE

     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  BUSINESS

     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.

     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,  although  Organic Soils may sell products
from sources  other than APC Export,  Inc. The  management  of APC Export,  Inc.
determined  that a  separate  marketing  organization  would be easier to manage
fiscally.

     Initially, Organic Soils intends to coordinate the marketing of APC Export,
Inc.'s  product  in the United States and internationally to develop a marketing
strategy  for  APC Export, Inc. products. Organic Soils plans to then organize a
sales  force  to sell the products in various markets. After establishing a base
revenue  from APC Export, Inc., Organic Soils would then work to position itself
to  co-market  other  organic  products.

General  Plan  of  Operations

     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  client with whom we have signed a distribution and
marketing  agreement.  Under the terms of this 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. As production expands, Organic Soils will also export organic humus soil
wholesale)  to  various  international  markets. Organic Soils' responsibilities
include,  without  limitation,  the  development  of  demand for and selling APC
Export,  Inc.'s  products,  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., to supervise the research, to
analyze  such  research  and  to  submit  its recommendation to APC Export, Inc.


                                       13
<PAGE>

     Responsibilities  of  APC  Export, Inc. under Agreement. APC Export, Inc.'s
responsibility  includes  its  best  efforts to fill all accepted orders for its
products  and  to  pay  Organic  Soils its 5% commission on gross sales. Organic
Soils  is  the  exclusive distributor of APC Export, Inc. products in the United
States  and  receives  a  five percent (5%) commission on the gross sales of APC
Export,  I  Inc.'s  products.  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. To date, Organic Soils' only source of revenue has been from
APC  Export,  Inc.  under  the Agreement. Organic Soils believes there are three
distinct  markets  for the soil products: the retail consumer, retail stores and
agricultural  customers.  Initially  Organic  Soils  intends  to market its soil
products  to  large  retailers  and  to  large  agricultural  companies.

     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.

     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.

THREE  MONTH  AND  NINE  MONTH  PERIODS  ENDED  SEPTEMBER  30,  2002  AND  2001

     The  Company  had  $174 in revenue from continuing operations for the three
month  period ended September 30, 2002 compared to revenue of $621 for the three
months  ended  September  30,  2001.

     For  the  nine  months ended September 30, 2002, the Company had revenue of
$174.  During  the nine months ended September 30, 2001, the Company had revenue
of  $621.


                                       14
<PAGE>

     Operating  expenses  for  the  nine  month  and  three  month periods ended
September  30,  2002 were $20,550 and $15,895, respectively.  Operating expenses
for  the  nine and three month periods ended September 30, 2001 were $37,000 and
$9,275, respectively.  Higher expenses in the three month period ended September
30,  2002  were due to costs associated with our Initial Public Offering.  These
costs  included  legal, consulting fees, as well as professional fees and travel
expenses.

     As  a  result  of  the  foregoing  factors,  the Company realized a loss of
$20,878  for the nine months ended September 30, 2002 with total loss of $36,374
for  the  nine  months  ended  September  30,  2001.

LIQUIDITY  AND  CAPITAL  RESOURCES

     At  September  30,  2002  the  Company  had total assets of $3,594. Current
assets  consisted  of  $2,948  cash  on  hand,  $646  in  accounts  receivables.

     Total  current  liabilities  at September 30, 2002 were $6,133. Liabilities
consisted  of  $6,133  in  accounts  payable.

     The  Company  believes that its current cash needs can be met with revenues
generated from continuing operations and from the proceeds of its initial public
offering.  However,  should  the  Company  find it necessary to raise additional
capital,  the  Company  may  sell common stock of the Company or enter into debt
financing  agreements.

ITEM  3.  CONTROLS  AND  PROCEDURES

     Within the 90-day period prior to the date of this report, we evaluated the
effectiveness  and  operation of our disclosure controls and procedures pursuant
to  Rule  13a-14  of  the  Securities  Exchange  Act  of  1934.  Based  on  that
evaluation,  our  Chief  Executive  Officer  and  Chief  Financial  Officer have
concluded that our disclosure controls and procedures are effective.  There have
been  no  significant  changes  in internal controls or other factors that could
significantly affect internal controls subsequent to the date we carried out our
evaluation.


PART  II.  OTHER  INFORMATION

ITEM  2.  CHANGES  IN  SECURITIES  AND  USE  OF  PROCEEDS

     Common  stock  -  During the period ended September 30, 2001 pursuant to an
exemption  under  Rule  504  of  Regulation  D of the Securities Act of 1933, as
amended  (the  Act),  the Company sold solely to accredited and/or sophisticated
investors,  its common stock. Each share has a par value of $.001 and offered to
the  potential  investors  for  $1.00  per  share.  There  were  ten  different
transactions  to  different investors raising a total of $32,700 during the year
period  ended  September  30,  2001.  The Company sold 108,300 shares under this
offering.

     Founder's  stock-At it's organizational meeting, the Company voted to offer
to the founders of the Company the opportunity to buy stock at the par value. As
of  September  30,  2001  2,050,000  shares  were issued for the total amount of
$2,050. One founder has yet to exercise the founder's shares as of September 30,
2002.


                                       15
<PAGE>

     The Company filed an SB-2 Registration Statement on its common stock for up
to  $240,000  with the Securities and Exchange Commission that went effective on
July 26, 2002.  The Company is offering up to 160,000 shares at $1.50 per share.
The Commission file number is 333-57946.  The offering was closed on August 15th
after  the  Company  selling  23,000  shares  at  $1.50  per  share.

ITEM  6.  EXHIBITS  AND  REPORTS  ON  FORM  8-K.

Reports  on  Form  8-K:  Resignations  of  Registrant's  Directors.

On  October  5,  2002,  Richard  Strahl  resigned as the director of registrant.

<TABLE>
<CAPTION>

EXHIBITS:

EXHIBIT NUMBER  TITLE                                       LOCATION
<C>             <S>                                         <C>

          99.1    Certification of Chief Executive Officer  Attached

          99.2    Certification of Chief Financial Officer  Attached
</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:  November  13,  2002         By: /s/ Ray L. Smith
                                   --------------------------
                                   Ray  L  Smith
                                   Director  and  Chief  Financial  Officer


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<PAGE>