CODE OF ETHICS AND BUSINESS CONDUCT FOR OFFICERS, DIRECTORS AND EMPLOYEES OF
                            ORGANIC SOILS.COM, INC.

     1.   TREAT  IN  AN  ETHICAL  MANNER  THOSE  TO  WHOM  ORGANIC  SOILS HAS AN
          OBLIGATION

We  are  committed  to  honesty, just management, fairness, providing a safe and
healthy  environment  free  from  the  fear  of  retribution, and respecting the
dignity  due  everyone.

For  the communities in which we live and work we are committed to observe sound
environmental  business  practices  and  to  act  as  concerned  and responsible
neighbors,  reflecting  all  aspects  of  good  citizenship.

For  our  shareholders  we  are  committed to pursuing sound growth and earnings
objectives  and  to  exercising prudence in the use of our assets and resources.

For  our  suppliers  and  partners  we are committed to fair competition and the
sense  of  responsibility  required  of  a  good  customer  and  teammate.

     2.   PROMOTE  A  POSITIVE  WORK  ENVIRONMENT

All employees want and deserve a workplace where they feel respected, satisfied,
and  appreciated. We respect cultural diversity and will not tolerate harassment
or  discrimination  of  any  kind -- especially involving race, color, religion,
gender,  age,  national  origin,  disability,  and  veteran  or  marital status.

Providing  an  environment  that  supports  honesty,  integrity, respect, trust,
responsibility, and citizenship permits us the opportunity to achieve excellence
in  our  workplace.  While everyone who works for the Company must contribute to
the  creation  and  maintenance  of  such  an  environment,  our  executives and
management  personnel  assume  special  responsibility  for  fostering  a  work
environment  that  is  free  from the fear of retribution and will bring out the
best  in  all  of  us. Supervisors must be careful in words and conduct to avoid
placing,  or seeming to place, pressure on subordinates that could cause them to
deviate  from  acceptable  ethical  behavior.

     3.   PROTECT  YOURSELF,  YOUR  FELLOW  EMPLOYEES,  AND THE WORLD WE LIVE IN

We  are  committed to providing a drug-free, safe, and healthy work environment,
and  to  observe  environmentally sound business practices. We will strive, at a
minimum,  to  do no harm and where possible, to make the communities in which we
work  a  better  place  to  live.  Each of us is responsible for compliance with
environmental,  health, and safety laws and regulations. Observe posted warnings
and  regulations.  Report immediately to the appropriate management any accident
or  injury  sustained on the job, or any environmental or safety concern you may
have.

     4.   KEEP  ACCURATE  AND  COMPLETE  RECORDS

We must maintain accurate and complete Company records. Transactions between the
Company  and  outside  individuals  and  organizations  must  be  promptly  and
accurately entered in our books in accordance with generally accepted accounting
practices  and  principles.  No  one  should  rationalize  or  even  consider
misrepresenting  facts  or falsifying records. It will not be tolerated and will
result  in  disciplinary  action.


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     5.   OBEY  THE  LAW

We  will  conduct  our  business  in  accordance  with  all  applicable laws and
regulations.  Compliance  with  the  law  does  not  comprise our entire ethical
responsibility.  Rather,  it  is  a  minimum, absolutely essential condition for
performance  of  our  duties.  In  conducting  business,  we  shall:

          A.   STRICTLY  ADHERE  TO  ALL  ANTITRUST  LAWS

     Officer,  directors  and  employees  must  strictly adhere to all antitrust
     laws.  Such  laws  exist in the United States and other countries where the
     Company may conduct business. These laws prohibit practices in restraint of
     trade such as price fixing and boycotting suppliers or customers. They also
     bar  pricing  intended  to  run  a competitor out of business; disparaging,
     misrepresenting,  or  harassing  a  competitor;  stealing  trade  secrets;
     bribery;  and  kickbacks.

          B.   STRICTLY  COMPLY  WITH  ALL  SECURITIES  LAWS

     In  our  role  as  a publicly owned company, we must always be alert to and
     comply  with  the  security  laws  and regulations of the United States and
     other  countries.

               I.   DO  NOT  ENGAGE  IN  SPECULATIVE  OR  INSIDER  TRADING

          Federal  law  and  Company  policy  prohibits  officers, directors and
          employees,  directly  or  indirectly through their families or others,
          from  purchasing  or  selling company stock while in the possession of
          material,  non-public  information  concerning  the Company. This same
          prohibition  applies  to  trading  in the stock of other publicly held
          companies  on  the basis of material, non-public information. To avoid
          even  the  appearance  of  impropriety,  Company policy also prohibits
          officers,  directors  and  employees  from trading options on the open
          market  in  Company  stock  under  any  circumstances.

          Material,  non-public  information  is  any  information  that  could
          reasonably  be expected to affect the price of a stock. If an officer,
          director  or employee is considering buying or selling a stock because
          of  inside  information  they  possess,  they  should assume that such
          information  is  material.  It  is  also  important  for  the officer,
          director  or  employee  to  keep  in  mind that if any trade they make
          becomes  the  subject of an investigation by the government, the trade
          will  be  viewed  after-the-fact  with  the  benefit  of  hindsight.
          Consequently,  officers,  directors  and  employees  should  always
          carefully  consider how their trades would look from this perspective.

          Two  simple  rules  can  help  protect you in this area: (1) Don't use
          non-public  information  for  personal gain. (2) Don't pass along such
          information  to  someone  else  who  has  no  need  to  know.

          This  guidance  also  applies to the securities of other companies for
          which  you  receive  information  in  the course of your employment at
          Organic  Soils.com,  Inc.


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                    II.  BE  TIMELY  AND  ACCURATE  IN  ALL  PUBLIC  REPORTS

          As  a  public  company, Organic Soils must be fair and accurate in all
          reports  filed  with  the  United  States  Securities  and  Exchange
          Commission.  Officers,  directors  and management of Organic Soils are
          responsible for ensuring that all reports are filed in a timely manner
          and  that  they  fairly  present the financial condition and operating
          results  of  the  Company.

          Securities  laws  are  vigorously  enforced.  Violations may result in
          severe  penalties  including forced sales of parts of the business and
          significant  fines  against  the  Company. There may also be sanctions
          against  individual  employees  including substantial fines and prison
          sentences.

          The  Chief  Executive Officer and Chief Financial Officer will certify
          to  the  accuracy of reports filed with the SEC in accordance with the
          Sarbanes-Oxley  Act  of  2002. Officers and Directors who knowingly or
          willingly  make  false  certifications  may  be  subject  to  criminal
          penalties  or  sanctions  including  fines  and  imprisonment.

     6.   AVOID  CONFLICTS  OF  INTEREST

Our  officers, directors and employees have an obligation to give their complete
loyalty  to the best interests of the Company. They should avoid any action that
may  involve, or may appear to involve, a conflict of interest with the company.
Officers,  directors  and  employees  should  not  have  any  financial or other
business  relationships  with  suppliers,  customers, consultants or competitors
that  might  impair,  or even appear to impair, the independence of any judgment
they  may  need  to  make  on  behalf  of  the  Company.

     HERE  ARE  SOME  WAYS  A  CONFLICT  OF  INTEREST  COULD  ARISE:

     -    Employment by a competitor, or potential competitor, regardless of the
          nature  of  the  employment,  while  employed  by  Organic  Soils.

     -    Acceptance  of  gifts,  payment,  or services from those seeking to do
          business  with  Organic  Soils.

     -    Placement  of  business with a firm owned or controlled by an officer,
          director,  employee  or  family  member.

     -    Ownership  of,  or  substantial  interest  in,  a  company  that  is a
          competitor,  client  or  supplier.

     -    Acting  as  a  consultant  to  a  Organic  Soils  customer,  client or
          supplier.

     -    Seeking  the  services  or advice of an accountant or attorney who has
          provided  services  to  Organic  Soils  .

Officers,  directors and employees are under a continuing obligation to disclose
any  situation  that  presents  the  possibility  of  a conflict or disparity of
interest  between  the officer, director or employee and the Company. Disclosure
of  any  potential conflict is the key to remaining in full compliance with this
policy.

     7.   COMPETE  ETHICALLY  AND  FAIRLY  FOR  BUSINESS  OPPORTUNITIES

We  must comply with the laws and regulations that pertain to the acquisition of
goods  and  services.  We  will  compete  fairly  and ethically for all business
opportunities.  In  circumstances  where  there  is  reason  to believe that the


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release  or receipt of non-public information is unauthorized, do not attempt to
obtain  and  do not accept such information from any source. If you are involved
in  Company  transactions,  you  must  be  certain  that  all  statements,
communications,  and  representations  are  accurate  and  truthful.

     8.   AVOID  ILLEGAL  AND  QUESTIONABLE  GIFTS  OR  FAVORS

The  sale and marketing of Organic Soils' products and services should always be
free  from even the perception that favorable treatment was sought, received, or
given  in  exchange  for  the  furnishing  or  receipt  of  business courtesies.
Officers,  directors and employees of Organic Soils will neither give nor accept
business  courtesies  that  constitute,  or  could  be  reasonably  perceived as
constituting,  unfair business inducements or that would violate law, regulation
or  policies  of  the  Company,  or  could  cause  embarrassment  to  or reflect
negatively  on  the  Company's  reputation.

     9.   MAINTAIN  THE  INTEGRITY  OF  CONSULTANTS, AGENTS, AND REPRESENTATIVES

Business  integrity  is  a key standard for the selection and retention of those
who  represent  Organic  Soils.  Agents,  representatives,  or  consultants must
certify  their  willingness to comply with the Company's policies and procedures
and  must  never  be  retained  to circumvent our values and principles.  Paying
bribes or kickbacks, engaging in industrial espionage, obtaining the proprietary
data  of  a  third  party  without  authority,  or gaining inside information or
influence  are  just  a few examples of what could give us an unfair competitive
advantage  and  could  result  in  violations  of  law.

     10.  PROTECT  PROPRIETARY  INFORMATION

Proprietary  Company  information  may not be disclosed to anyone without proper
authorization. Keep proprietary documents protected and secure. In the course of
normal  business activities, suppliers, customers, and competitors may sometimes
divulge  to you information that is proprietary to their business. Respect these
confidences.

     11.  OBTAIN  AND  USE  COMPANY  ASSETS  WISELY

Personal  use  of  Company  property must always be in accordance with corporate
policy.  Proper  use  of  Company  property,  information  resources,  material,
facilities,  and equipment is your responsibility. Use and maintain these assets
with  the  utmost  care and respect, guarding against waste and abuse, and never
borrow  or  remove  Company  property  without  management's  permission.

     12.  FOLLOW  THE  LAW  AND  USE COMMON SENSE IN POLITICAL CONTRIBUTIONS AND
          ACTIVITIES

Organic  Soils  encourages its employees to become involved in civic affairs and
to  participate  in  the  political process. Employees must understand, however,
that  their  involvement  and  participation  must be on an individual basis, on
their  own  time,  and  at  their own expense. In the United States, federal law
prohibits  corporations  from  donating  corporate  funds,  goods,  or services,
directly  or  indirectly,  to  candidates  for  federal offices -- this includes
employees'  work  time. Local and state laws also govern political contributions
and activities as they apply to their respective jurisdictions, and similar laws
exist  in  other  countries.


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     13.  BOARD  COMMITTEES.

The Company shall establish an Audit Committee empowered to enforce this Code of
Ethics.  The Audit Committee will report to the Board of Directors at least once
each  year  regarding the general effectiveness of the Company's Code of Ethics,
the  Company's  controls  and  reporting  procedures  and the Company's business
conduct.

     14.  DISCIPLINARY  MEASURES.

The  Company  shall consistently enforce its Code of Ethics and Business Conduct
through  appropriate  means  of  discipline.  Violations  of  the  Code shall be
promptly reported to the Audit Committee.  Pursuant to procedures adopted by it,
the Audit Committee shall determine whether violations of the Code have occurred
and,  if  so,  shall determine the disciplinary measures to be taken against any
employee  or  agent  of  the  Company  who  has  so  violated  the  Code.

The  disciplinary  measures, which may be invoked at the discretion of the Audit
Committee,  include,  but  are  not  limited  to,  counseling,  oral  or written
reprimands, warnings, probation or suspension without pay, demotions, reductions
in  salary,  termination  of  employment  and  restitution.

Persons  subject  to  disciplinary  measures  shall  include, in addition to the
violator,  others involved in the wrongdoing such as (i) persons who fail to use
reasonable  care to detect a violation, (ii) persons who if requested to divulge
information  withhold  material  information  regarding  a  violation, and (iii)
supervisors  who  approve  or  condone  the  violations  or attempt to retaliate
against  employees  or  agents  for  reporting  violations  or  violators.


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