SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                   FORM 10KSB
                ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

[X]    Annual  report pursuant to section 13 or 15(d) of the Securities Exchange
Act  of  1934  For  the  fiscal  year  ended  December  31,  2003

[  ]     Transition  report under 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)

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

    Securities registered pursuant to Section 12(b) of the Exchange Act: NONE

       Securities registered under Section 12(g) of the Exchange Act: NONE

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 [ ]

Check  if  no  disclosure  of  delinquent  filers  in  response  to  Item 405 of
Regulation  S-B  is contained in this form, and no disclosure will be contained,
to  the  best  of the registrant's knowledge, in definitive proxy or information
statements  incorporated  by  reference  in  Part III of this form 10-KSB or any
amendment  to  this  Form  10-KSB.  [X]

The  issuer's  revenue  for  its  most  recent  fiscal  year  was:  $120

There  is currently no public market for the Company's common stock.  Therefore,
the  aggregate  market value of the stock is deemed to be $-0-.  At December 31,
2003  there were 2,323,000 shares of common stock of the registrant outstanding,
par  value  $.001.

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


<PAGE>

Documents  incorporated  by  reference:  NONE

<TABLE>
<CAPTION>


                                           FORM 10-KSB
                                     ORGANIC SOILS.COM, INC.
                                              INDEX

                                                                                             Page

<S>       <C>                                                                                <C>
PART I .  Item 1.  Description of Business                                                      3

          Item 2.  Description of Property                                                      5

          Item 3.  Legal Proceedings                                                            5

          Item 4.  Submission of Matters to a Vote of Security Holders                          5

PART II.  Item 5.  Market for Common Equity and Related Stockholder Matters                     5

          Item 6.  Management's Discussion and Analysis or Plan of Operation                    6

          Item 7.  Financial Statements                                                         8

          Item 8.  Changes In and Disagreements with Accountants on Accounting and
          Financial Disclosure                                                                  8

          Item 8A.  Controls and Procedures                                                     9

PART III  Item 9.  Directors, Executive Officers, Promoters and Control Persons; Compliance
          with Section 16(a) of the Exchange Act                                                9

          Item 10.  Executive Compensation                                                     10

          Item 11.  Security Ownership of Certain Beneficial Owners and Management             11

          Item 12.  Certain Relationships and Related Transactions                             11

          Item 13.  Exhibits and Reports on Form 8-K                                           11

          Item 14.  Principal Accountant Fees and Services                                     12

          Signatures                                                                           13
</TABLE>

(Inapplicable  items  have  been  omitted)


                                        2
<PAGE>

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.

                                     PART I

ITEM  1.     DESCRIPTION  OF  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.

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 the 5% commission earned 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.


                                        3
<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.

TRANSPORTATION  COSTS

The  shipping  of  products  from  Alaska  to  the 48  contiguous  states is the
largest  single  cost  associated with Organic  Soils' operations. Presently all
shipping  costs  are absorbed  by  APC  Export,  Inc.,  which calculates the end
destination  shipping costs  as part of its production cost and passes this cost
onto  the  purchaser  of  the  product.  Once APC Export, Inc. receives  payment
from  the purchaser, Organic  Soils receives a five percent (5%) commission from
APC  Export,  Inc.,

COMPETITION

Organic  Soils  faces  competition  from  many  other  soil  and  soil  products
distributors,  some  of  which have longer operating histories and substantially
greater  resources.  Management  believes  that  the  most  effective  way  to
penetrate  this  competitive  market is by offering highly effective foliar  and
soil  foodweb  products  that  provide a consistent and predictable result,  and
by solving agriculture problems naturally.  However,  no assurances can be given
that  Organic  Soils  will  be  economically successful in its attempts to enter
these  markets.

Organic  Soils    not  only  competes  in  a local market, but faces competition
from  foreign  soil  distributors,  including  Canadian distributors, which have
an  established  presence  in  these  markets.

In  markets  for  traditional  soil  and  soil  products, Organic Soils competes
against  well-established  distributors  of  such  products.  Many  of  these
competitors  have  substantially  greater  financial,  technical  and  personnel
resources  than  Organic  Soils and include such companies as T & J Enterprises,
Supersoil, Western Organics, and WetSoil. Organic Soils competes on the basis of
price,  name  recognition, convenience and customer service with distributors of
traditional  soil  products.  There  can be no assurance that we will be able to
compete  successfully  or  that the competitive pressures faced by us, including
those  described,  will  not  have  a  material  adverse effect on our business,
results  of  operations  and  financial  condition.

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.


                                        4
<PAGE>

ITEM  2.  DESCRIPTION  OF  PROPERTY

Presently,  Organic  Soils  does not own any equipment or properties. Currently,
Organic  Soils  occupies  its  office  located  at  300  East 54th Avenue, Suite
202,  Anchorage,  AK  99518. Organic Soils did not pay any rent during 2003. Our
office  is provided at no charge by our sole Officer and Director, Ray L. Smith.
Organic  Soils may expand  its  offices  and  may potentially move into a larger
space  if  its  business expands significantly. However, management can offer no
assurance  that Organic Soils will be able to significantly expand its business.

ITEM  3.  LEGAL  PROCEEDINGS

Our  company  is  not  a  party  to  any bankruptcy, receivership or other legal
proceeding,  and to the best of our knowledge, no such proceedings by or against
us  have  been  threatened.

ITEM  4.  SUBMISSION  OF  MATTERS  TO  A  VOTE  OF  SECURITIES  HOLDERS

No  matters were submitted during the past fiscal year covered by this report to
a  vote  of  security  holders.

                                     PART II

ITEM  5.  MARKET  FOR  COMMON  EQUITY  AND  RELATED  STOCKHOLDER  MATTERS

There  is  currently  no  public market for our company's stock. At December 31,
2003  there  were  approximately  64  shareholders  of record holding  2,323,000
shares  of  our  $.001  par  value  common  stock.

We  have  not  paid,  nor declared, any dividends since our inception and do not
intend  to  declare any such dividends in the foreseeable future. Our ability to
pay  dividends  is  subject  to limitations imposed by Nevada law.  Under Nevada
law,  dividends may be paid to the extent that a corporation's assets exceed its
liabilities  and  it  is  able  to pay its debts as they become due in the usual
course  of  business.

RECENT  SALES  OF  UNREGISTERED  SECURITIES

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  was  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  sold  23,000  shares  at  $1.50 per share for
total  proceeds  of  $34,500.

USE  OF  PROCEEDS

Of the $34,500 raised from the offering, approximately $20,000 was used to cover
offering expenses and the balance was used as general working capital and to pay
off  debt  in  the  form  of  notes  payable.


                                        5
<PAGE>

ITEM  6.  MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OR  PLAN  OF  OPERATION.

RESULTS  OF  OPERATIONS  FOR  THE  PERIODS  ENDING  DECEMBER  31,  2003 AND 2002

For  the  year  ended December 31, 2003, the Company generated revenue of  $120.
The  Company  had  operating  expenses  of  $10,056,  resulting  in an operating
loss  of $9,936.  Expenses  were  due  mainly  to  administrative  costs  in the
form  of  consulting and professional fees, totaling $9,575.  For the year ended
December  31,  2002,  the  Company  generated  revenue of $917 and had operating
expenses  of  $34,200,  resulting  in  an  operating  loss  of  $33,283.

The  significant decrease in expenses during 2003 is attributable to a reduction
in  bad  debt  from  $3,268  in  2002  to  $241  in  2003, a $12,951 decrease in
consulting  fees  during  2003, travel and entertainment expenses of only $43 in
2003  compared  to  $5,381  in  2002,  and  office  expenses of only $21 in 2003
compared  to  $1,817  in  2002.

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
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


                                        6
<PAGE>

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

For  the  year  ended  December  31,  2003,  the  Company  had  assets of $1,015
consisting  of  cash  in  hand.  For  the year  ended  December  31,  2002,  the
Company  had  assets  of  $6,520  consisting  of  $909  cash  in  hand  and
receivables  of  $5,620.

For  the  year  ended  December  31, 2003 the Company's liabilities consisted of
$4,174  in  accounts  payable,  $4,500  in  accrued  expenses, $1,725 in accrued
interest,  and  $18,275 notes payable to related parties for  total  liabilities
of  $28,674.  Liabilities  for  the  year ended December 31, 2002  consisted  of
$15,553  in  accounts  payable,  $102  in accrued interest, and $7,000  in notes
payable  to  related  parties  for  total  liabilities  of  $22,655.

The  Company  filed  an  SB-2  Registration  Statement  with  the Securities and
Exchange  Commission  ("SEC")  to  offer  up to $240,000 of its shares of common
stock  that  went  effective  on July  26,  2002.  The  Company  was  offering a
maximum of 160,000 shares at $1.50 per share.  The  Commission  file  number  is
333-57946.  The  offering  was closed on August  15th, 2002  after  the  Company
sold  23,000  shares  at  $1.50  per  share.  The Company raised $34,500 through
this  Initial  Public  Offering.

As  of  December  31,  2003, 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.

We  will  require working capital to fund our continuing operations for the next
12  months.  Currently,  we  rely  on  loans  from  related  parties to fund our
operations.  If we do  not  secure  sufficient loans and/or advances to fund our
operations,  we  may  sell  common  stock  or  explore  other  debt  financing
strategies.


                                        7
<PAGE>

ITEM  7.  FINANCIAL  STATEMENTS

The  financial  statements and related information required to be filed begin on
page  15  and  are  incorporated  herein.

ITEM  8.  CHANGES  IN  AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING AND
FINANCIAL  DISCLOSURE.

     (a)  Previous  independent  accountants

          (i)  On  March 28, 2004, Hawkins Accounting resigned from its position
               as  the  Company's  independent  accountants.

          (ii) The  audit  reports  of  Hawkins  Accounting  for the years ended
               December  31,  2002  and  2001  contained  an  opinion expressing
               substantial  doubt  as to ability to continue as a going concern.
               Those  audit  reports  contained  no  other  adverse  opinion,
               disclaimer  of  opinion  or  modification  of  the  opinion.

          (iii)  Organic  Soils' Board of Directors participated in and approved
               the  decision  to  change  independent  accountants.

          (iv) In  connection  with  its  audits  for the two most recent fiscal
               years  and  the  interim period until the date of dismissal there
               have  been no disagreements with Hawkins Accounting on any matter
               of  accounting  principles  or  practices,  financial  statement
               disclosure, or auditing scope or procedure, which disagreement if
               not resolved to the satisfaction of Hawkins Accounting would have
               caused  them  to  make  reference  thereto in their report on the
               financial  statements.

          (v)  During  the  two  most recent fiscal years and the interim period
               until  the date of dismissal there have been no reportable events
               (as  defined  in  regulation  S-K  Item  304  (a)(1)(v)).

          (vi) Organic  Soils  has  requested that Hawkins Accounting furnish it
               with  a  letter  addressed  to  the SEC stating whether or not it
               agrees  with the above statements. A copy of such letter is filed
               as  an  exhibit  to  this  form  10-KSB.

     (b)  New  Independent  Accountants

On  March  28,  2004, the board of directors voted to engage Weinberg & Company,
P.A., CPA's, Inc., to audit its financial statements for the year ended December
31,  2003.  During  the  two  most  recent  fiscal years through March 28, 2004,
Organic  Soils  has  not  consulted  with Weinberg & Company, P.A., CPA's, Inc.,
regarding  (i)  the  application  of  accounting  principles  to  a  specified
transaction,  either  completed  or  proposed, or the type of audit opinion that
might  be  rendered  on  the Organic Soils' financial statements, and no written
report  or  oral advise was provided to Organic Soils by concluding there was an
important  factor to be considered by Organic Soils in reaching a decision as to
an  accounting,  auditing or financial issue; or (ii) any matter that was either
the subject of a disagreement, as that term is defined in Item 304 (a)(1)(iv) of
Regulation  S-K and the related instructions to Item 304 of Regulation S-K, or a
reportable  event,  as  that term is defined in Item 304 (a)(1)(v) of Regulation
S-K.


                                        8
<PAGE>

ITEM  8A.  CONTROLS  AND  PROCEDURES

(a)     Evaluation  of  Disclosure  Controls  and  Procedures.  The  Company's
management,  with  the  participation  of  the  chief  executive  officer/chief
financial  officer,  carried  out  an  evaluation  of  the  effectiveness of the
Company's  "disclosure,  controls  and procedures" (as defined in the Securities
Exchange  Act  of 1934 (the "Exchange Act") Rules 13a-15(3) and 15-d-15(3) as of
the  end  of  the  period covered by this annual report (the "Evaluation Date").
Based  upon that evaluation, the chief executive officer/chief financial officer
concluded  that,  as  of the Evaluation Date, the Company's disclosure, controls
and  procedures are effective, providing them with material information relating
to  the  Company as required to be disclosed in the reports the Company files or
submits  under  the  Exchange  Act  on  a  timely  basis.

(b)     Changes  in  Internal  Control  over Financial Reporting.  There were no
changes  in  the  Company's internal controls over financial reporting, known to
the  chief  executive  officer/chief financial officer, that occurred during the
period  covered  by  this  report that has materially affected, or is reasonably
likely  to  materially  affect,  the  Company's  internal control over financial
reporting.

                                    PART III

ITEM  9.  DIRECTORS,  EXECUTIVE  OFFICERS,  PROMOTERS  AND  CONTROL  PERSONS;
COMPLIANCE  WITH  SECTION  16(A)  OF  THE  EXCHANGE  ACT

The  following  table sets forth the name, age, position and office term of each
executive  officer  and  director  of  the  Company.

<TABLE>
<CAPTION>

NAME          AGE          POSITION               SINCE
              ---  -------------------------  -------------

<S>           <C>  <C>                        <C>
Ray L. Smith   54  Sole Officer and Director  December 2000

</TABLE>

The  following  is  a  brief  biography  of  our  officer  and  director.

RAY  L.  SMITH,  PRESIDENT,  DIRECTOR,  CEO (Age 54).  Mr. Smith has been in the
civil  engineering  field  since  1970.  Primarily  working  in  the  highway
construction  industry, he has been project  superintendent and division manager
with  Summit  Paving and  Construction  in  Anchorage,  Alaska from June 1982 to
present.  He has served as Vice-President of APC Export, Inc. since 1998  to the
present.  It is anticipated  that Mr. Smith will devote at least 25% of his time
as President of Organic  Soils.  Mr. Smith  intends to devote the balance of his
time  as  Vice President of APC Export,  Inc. Mr. Smith was re-elected for a one
year  term  until  December  31,  2003.

The  Company  has  no audit committee financial expert, as defined under Section
228.401, serving on its audit committee because it has no audit committee and is
not  required  to have an audit committee because it is not a listed security as
defined  in  Section  240.10A-3.


                                        9
<PAGE>

ITEM  10.  EXECUTIVE  COMPENSATION

Organic  Soils  does  not  currently  have  any  employment  agreements with its
directors,  officers,  employees  or key personnel. Board members do not receive
any  compensation  or  any  reimbursement  of  expenses  incurred  in connection
with  attending  board  meetings.  However,  Organic  Soils  reserves  the right
to  pay  consulting  fees to its board members and its officers for the time and
services  they  provide  to  Organic  Soils.

<TABLE>
<CAPTION>


SUMMARY  COMPENSATION  TABLE


                                                                             Long Term Compensation
                                          Annual Compensation                 Awards            Payouts
                                      -------------------------------  -----------------------  -------
                                                                                    Securities
                                                              Other     Restricted  Underlying
Name and                      Year                           Annual       Stock     Options/    LTIP     All Other
Principal Position           Ended     Salary     Bonus)     Compen-)   Awards )    SARs (#)    Payouts  Compensa-
                                       ($)        ($)        sation($)    ($)                   ($)      tion ($)
<S>                        <C>         <C>        <C>        <C>        <C>         <C>         <C>      <C>

Ray L. Smith. . . . . . .    12/31/03                  -0-        -0-         -0-          -0-     -0-       -0-
  Chief Executive Officer    12/31/02                  -0-        -0-         -0-          -0-     -0-       -0-
  Chief Financial Officer    12/31/01                  -0-   2,000(1)         -0-          -0-     -0-       -0-
  and Director. . . . . .
</TABLE>

(1)  paid  to  Mr.  Smith  in  his  capacity  as  a  consultant.

The  officers  will  not  receive  a  salary  until  such  time  as  we generate
sufficient  revenue, determined by the board of directors, to justify payment of
salaries.  We  currently  do  not  have  any  employment agreements in place for
officers or directors. We do not intend to compensate our directors for services
other  than  for  incidental  expenses.

There  are  no  compensatory  plans  or  arrangements,  including payments to be
received from the Company, with respect to any person named in Cash Compensation
set  out  above  which  would  in  any way result in payments to any such person
because  of  his  resignation, retirement, or other termination of such person's
employment  with  the  Company,  or  any  change in control of the Company, or a
change  in  the  person's  responsibilities following a change of control of the
Company.

ITEM  11.  SECURITY  OWNERSHIP  OF  CERTAIN  BENEFICIAL  OWNERS  AND  MANAGEMENT

The  following  table  sets  forth  as  of  December  31,  2003,  the  name  and
shareholdings  of  each  person known to us that either directly or beneficially
holds  more  than  5%  of  our 2,323,000 issued and outstanding shares of common
stock, par value $.001.  The table also lists the name and shareholdings of each
director  and  of  all  officers  and  directors as a group. Except as otherwise
indicated, the persons named in the table have sole voting and dispositive power
with  respect  to  all  shares beneficially owned, subject to community property
laws  where  applicable.


                                       10
<PAGE>

<TABLE>
<CAPTION>

NAME AND ADDRESS                    TITLE OF CLASS   NUMBER OF SHARES   % OF SHARES
                                                    BENEFICIALLY OWNED
<S>                                 <C>             <C>                 <C>

Ray L. Smith(1). . . . . . . . . .  Common                   1,990,000        85.67%
300 East 54th Ave
Suite 202
Anchorage, AK 99518

Officers and Directors as a Group.  Common                   1,990,000        85.67%
One person
</TABLE>

ITEM  12.  CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS

For  the  year  ending  December  31,  2003  the company borrowed $11,275 from a
minority  shareholder.  There  were  no  repayments  to the minority shareholder
during  2003.  For  the year ending December 31, 2002, $13,600 plus interest was
repaid  to  the  same minority shareholder for prior year borrowings for working
capital  purposes  and  an  additional  $7,000  was  borrowed prior to year-end.

The  President  and  Chief  Executive Officer of the Company, Ray L. Smith, is a
majority  shareholder  of the company's current major supplier, APC Export, Inc.
Organic  Soils  markets  the soil provided by APC Export, Inc. and  is paid a 5%
commission  on  gross  sales  of  APC  Export's  products.  For  the year ending
December  31,  2003  we owed $4,174 in accounts payable to APC Export, Inc.  For
the  year  ending  December  21,  2002  we  owed  $15,553  to  APC  Export, Inc.



ITEM  13.  EXHIBITS  AND  REPORTS  ON  FORM  8-K

<TABLE>
<CAPTION>

EXHIBITS:

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

16              Audit letter                                            Attached

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>


                                       11
<PAGE>

REPORTS  ON  FORM  8-K

No  reports  on  Form 8-K were filed during the quarter ended December 31, 2003.


ITEM  14.  PRINCIPAL  ACCOUNTANT  FEES  AND  SERVICES

Audit  Fee
----------

The aggregate fees billed for each of the last two fiscal years for professional
services  rendered  by  the  principal  account  for the audit of Organic Soils'
annual  financial  statement  and  review  of  financial  statements included in
Organic  Soils'  10-QSB reports and services normally provided by the accountant
in  connection  with statutory and regulatory filings or engagements were $8,500
for  fiscal  year  ended  2002  and  $10,500  for  fiscal  year  ended  2003.

Audit-Related  Fees
-------------------

There were no other aggregate fees billed in either of the last two fiscal years
for  assurance  and  related  services  by  the  principal  accountant that were
reasonably  related  to the performance of the audit or review of Organic Soils'
financial  statements  that  were  not  reported  above.

Tax  Fees
---------

The  aggregate fees billed in each of the last two fiscal years for professional
services  rendered  by  the principal accountant for tax compliance, tax advise,
and  tax  planning  were  $750  for  fiscal year ended 2002 and consisted of tax
preparation  and  $750  for  fiscal  year  ended  2003  and  consisted  of  tax
preparation.

All  Other  Fees
----------------

There were no other aggregate fees billed in either of the last two fiscal years
for  products  and services provided by the principal accountant, other than the
services  reported  above.

We do not have an audit committee currently serving and as a result our board of
directors  performs  the  duties  of an audit committee.  Our board of directors
will evaluate and approve in advance, the scope and cost of the engagement of an
auditor before the auditor renders audit and non-audit services.  We do not rely
on  pre-approval  policies  and  procedures.


                                       12
<PAGE>

                                   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 19, 2004                 By: /s/ Ray  L.  Smith
                                   ------------------------------
                                   Ray  L.  Smith
                                   Chief  Executive  Officer  and
                                   Chief  Financial  Officer



In  accordance  with  the Exchange Act, this report has been signed below by the
following  persons  on behalf of the registrant and in the capacities and on the
dates  indicated.


Date: May 19, 2004                 By: /s/ Ray  L.  Smith
                                   ------------------------------
                                   Ray  L.  Smith
                                   Director


                                       13
<PAGE>

<TABLE>
<CAPTION>


              ORGANIC  SOILS.COM,  INC.

                 FINANCIAL STATEMENTS

      FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002




                       INDEX
                       -----

                                                    Page
                                                   ------
<S>                                                <C>
Independent Auditors' Reports . . . . . . . . . .  15, 16

Balance Sheets. . . . . . . . . . . . . . . . . .      17

Statements of Operations. . . . . . . . . . . . .      18

Statements of Changes in Shareholders' Deficiency      19

Statements of Cash Flows. . . . . . . . . . . . .      20

Notes to Financial Statements . . . . . . . . . .      21
</TABLE>


                                       14
<PAGE>

                          INDEPENDENT AUDITORS' REPORT
                          ----------------------------


To  the  Board  of  Directors
Organic  Soil.Com  Inc.
Anchorage,  Alaska


We  have  audited  the  accompanying consolidated balance sheet Organic Soil.Com
Inc.(the  "Company"),  as  of  December  31, 2003, and the related statements of
operations,  shareholders'  deficiency  and  cash flows for the year then ended.
These  financial  statements are the responsibility of the Company's management.
Our  responsibility is to express an opinion on these financial statements based
on  our  audit.

We  conducted our audit in accordance with auditing standards generally accepted
in  the  United  States  of  America.  Those  standards require that we plan and
perform  the  audit  to  obtain reasonable assurance about whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test  basis,  evidence  supporting  the amounts and disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made  by  management,  as well as evaluating the overall
financial  statement  presentation.  We  believe  that  our  audit  provides  a
reasonable  basis  for  our  opinion.

In our opinion, the financial statements referred to above present fairly in all
material  respects,  the  financial  position  of  Organic  Soil.Com  Inc. as of
December  31, 2003, and the results of its operations and its the cash flows for
the  year then ended in conformity with accounting principles generally accepted
in  the  United  States  of  America.

The  accompanying  financial  statements  have  been  prepared assuming that the
Company  will  continue  as  a  going  concern.  As  discussed  in Note 5 to the
financial  statements,  the  Company has a working capital deficiency of $27,659
and  shareholders'  deficiency  of  $27,659 at December 31, 2003, and a net loss
from  operations  of $11,533 and a negative cash flow from operations of $11,169
for  2003,  which  raises  substantial  doubt about its ability to continue as a
going  concern.  Management's plan in regards to these matters is also described
in Note 5.  These financial statements do not include any adjustments that might
result  from  the  outcome  of  this  uncertainty.

WEINBERG  &  COMPANY,  P.A.



Boca  Raton,  Florida
May  3,  2004


                                       15
<PAGE>

Hawkins  Accounting
Certified  Public  Accountant
1210  Homestead  Drive
Santa  Clara,  CA  95050
408-247-3059

                          INDEPENDENT AUDITOR'S REPORT
                          ----------------------------


TO  THE  BOARD  OF  DIRECTORS
Organic  Soils.com,  Inc.
Anchorage,  Alaska

I  have audited the balance sheets of Organic Soils.com, Inc. (a State of Nevada
corporation)  as  of December 31, 2002 and the related statements of operations,
shareholders'  deficiency  and  cash  flows  for  the  year  then  ended.  These
financial  statements  are  the  responsibility  of the Company's management. My
responsibility  is  to express an opinion on these financial statements based on
my  audit.

I conducted my audit in accordance with auditing standards generally accepted in
the  United  States of America.  Those standards require that I plan and perform
the  audit to obtain reasonable assurance about whether the financial statements
are  free  of  material  misstatement.  An  audit  includes examining, on a test
basis,  evidence  supporting  the  amounts  and  disclosures  in  the  financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made  by  management,  as well as evaluating the overall
financial  statement  presentation.  I believe that my audit provides reasonable
basis  for  my  opinion.

In  my  opinion,  the  financial  statements  referred to in the first paragraph
present  fairly,  in  all  material  respects, the financial position of Organic
Soils.com,  Inc  as  of December 31, 2002, and the results of its operations and
its  cash flows for the year then ended in conformity with accounting principles
generally  accepted  in  the  United  States  of  America.

The  accompanying  financial  statements have been prepared assuming the Company
will  continue  as  a  going  concern.  As  discussed in Note 5 to the financial
statements,  the  Company  has  incurred net losses since inception, which raise
substantial  doubt  about  its  ability  to  continue  as  a going concern.  The
financial  statements  do  not include any adjustment that might result from the
outcome  of  this  uncertainty.





March  25,  2003


                                       16
<PAGE>

<TABLE>
<CAPTION>


                            ORGANIC SOILS.COM, INC.
                                 BALANCE SHEETS
                           DECEMBER 31, 2003 AND 2002


                                                   2003        2002
                                                ----------  ----------
<S>                                             <C>         <C>

ASSETS
------

Current assets

Cash in bank . . . . . . . . . . . . . . . . .  $   1,015   $     909
Accounts receivable. . . . . . . . . . . . . .          -       5,620
                                                ----------  ----------

     Total assets. . . . . . . . . . . . . . .  $   1,015   $   6,529
                                                ==========  ==========


LIABILITIES AND SHAREHOLDERS'
-----------------------------
DEFICIENCY
----------

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

Accounts payable . . . . . . . . . . . . . . .  $   4,174   $  15,553
Accrued expense. . . . . . . . . . . . . . . .      4,500           -
Accrued interest . . . . . . . . . . . . . . .      1,725         102
Notes payable - Related party. . . . . . . . .     18,275       7,000
                                                ----------  ----------
Total liabilities. . . . . . . . . . . . . . .     28,674      22,655
                                                ----------  ----------


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
Accumulated Deficit. . . . . . . . . . . . . .   (314,209)   (302,676)
                                                ----------  ----------
Total shareholders' deficiency . . . . . . . .    (27,659)    (16,126)
                                                ----------  ----------

Total Liabilities and Shareholders' Deficiency  $   1,015   $   6,529
                                                ==========  ==========
</TABLE>

   The accompanying notes are an integral part of these financial statements.


                                       17
<PAGE>

<TABLE>
<CAPTION>


                            ORGANIC SOILS.COM, INC.
                            STATEMENTS OF OPERATIONS
                           DECEMBER 31, 2003 AND 2002


                                                 2003         2002
                                              -----------  -----------
<S>                                           <C>          <C>

Revenue. . . . . . . . . . . . . . . . . . .  $      120   $      917
                                              -----------  -----------

Expenses
     Bank charges. . . . . . . . . . . . . .         176           57
     Bad debts . . . . . . . . . . . . . . .         241        3,268
     Consulting and professional fees. . . .       9,575       22,526
     Travel and entertainment. . . . . . . .          43        5,381
     Office expenses . . . . . . . . . . . .          21        1,817
     License and permits . . . . . . . . . .           -          436
     Miscellaneous . . . . . . . . . . . . .           -          369
     Telephone . . . . . . . . . . . . . . .           -          346
                                              -----------  -----------
          Total expenses . . . . . . . . . .      10,056       34,200
                                              -----------  -----------
     Loss from operation . . . . . . . . . .      (9,936)     (33,283)
                                              -----------  -----------


Other income (expense)
     Interest income . . . . . . . . . . . .          26           26
     Interest expense. . . . . . . . . . . .      (1,623)      (1,208)
                                              -----------  -----------
     Total other (expense), net. . . . . . .      (1,597)      (1,182)
                                              -----------  -----------

Net Loss . . . . . . . . . . . . . . . . . .  $  (11,533)  $  (34,465)
                                              ===========  ===========


Loss per share of common stock . . . . . . .  $   (0.005)  $    (0.01)
                                              ===========  ===========

Weight average number of shares outstanding.   2,323,000    2,307,666
                                              ===========  ===========
</TABLE>


   The accompanying notes are an integral part of these financial statements.


                                       18
<PAGE>

<TABLE>
<CAPTION>


                            ORGANIC SOILS.COM, INC.
                     STATEMENTS OF SHAREHOLDERS' DEFICIENCY
                           DECEMBER 31, 2003 AND 2002


                                         Common Stock
                                Share    Amount   Paid in    Accumulated     Total
                                                  Capital      Deficit
                              ---------  -------  --------  -------------  ---------
<S>                           <C>        <C>      <C>       <C>            <C>

December 31, 2001. . . . . .  2,300,000  $ 2,300  $249,750  $   (268,211)  $(16,161)
Common stock issued for cash     23,000       23    34,477                   34,500
Loss for the year 2002                                           (34,465)   (34,465)
                              ---------  -------  --------  -------------  ---------
December 31, 2002. . . . . .  2,323,000    2,323   284,227      (302,676)    16,126)
Loss for the year 2003                                           (11,533)   (11,533)
                              ---------  -------  --------  -------------  ---------
December 31, 2003. . . . . .  2,323,000  $ 2,323  $284,227  $   (314,209)  $(27,659)
                              =========  =======  ========  =============  =========
</TABLE>


   The accompanying notes are an integral part of these financial statements.


                                       19
<PAGE>

<TABLE>
<CAPTION>


                            ORGANIC SOILS.COM, INC.
                            STATEMENTS OF CASH FLOWS
                           DECEMBER 31, 2003 AND 2002


                                                    2003       2002
                                                  ---------  ---------
<S>                                               <C>        <C>

CASH FLOWS FROM OPERATING ACTIVITIES
Net loss . . . . . . . . . . . . . . . . . . . .  $(11,533)  $(34,465)
Adjustments to reconcile net loss to net cash
     Used in operating activities
     Decrease in accounts receivable . . . . . .     5,620      2,868
     Increase (Decrease) in accrued interest . .     1,623       (687)
     Increase (Decrease) in accounts payable and
        accrued expenses . . . . . . . . . . . .    (6,879)     4,489
                                                  ---------  ---------
     NET CASH USED IN
       OPERATING ACTIVITES . . . . . . . . . . .   (11,169)   (27,795)
                                                  ---------  ---------

Financing Activities
     Sale of common stock. . . . . . . . . . . .         -     34,500
     Note payable - Related party. . . . . . . .    11,275      7,000
     Payments on short term borrowings . . . . .         -    (13,600)
                                                  ---------  ---------
     NET CASH PROVIDED BY
        FINANCING ACTIVITIES . . . . . . . . . .    11,275     27,900
                                                  ---------  ---------

INCREASE IN CASH AND CASH
     EQUIVALENTS . . . . . . . . . . . . . . . .       106        105
Cash at the beginning of the year. . . . . . . .       909        804
                                                  ---------  ---------
CASH AT THE END OF THE YEAR. . . . . . . . . . .  $  1,015   $    909
                                                  =========  =========

Supplemental disclosures to the statements
of Cash Flows
Interest paid during the year. . . . . . . . . .  $      -   $  1,106
                                                  =========  =========
</TABLE>


   The accompanying notes are an integral part of these financial statements.


                                       20
<PAGE>

27

                              Organic Soils.com, Inc
                          Notes to Financial Statements
                           December 31, 2003 and 2002


NOTE  1  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES

     NATURE  OF  THE  BUSINESS  -  Organic Soils.Com, Inc. was formed to perform
     --------------------------
     marketing  and  distribution  services.  The  marketing  and  distribution
     services  are  performed  in  the continental United States and Alaska. The
     Company  was  incorporated under the laws of the State of Nevada on January
     19,  2000.

     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 an original maturity
     date  of  three  months  or  less  to  be  cash  equivalents.

     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  period  the  option  vests.

     Revenue  Recognition-  The  Company  earns a 5% commission from the soil it
     --------------------
     sells  to  customers  on  behalf  of  the  affiliated company. (See Note 3)

     Bad  debts-  The  company  recognizes  bad debts under the direct write-off
     ----------
     method.  During the years ended December 31, 2003 and 2002 bad debt expense
     was  $241  and  $3,268,  respectively.


                                       21
<PAGE>

                             Organic Soils.com, Inc
                          Notes to Financial Statements
                           December 31, 2003 and 2002


     Earnings  (Loss)  per  Common  Share  -SFAS  No.  128, "Earnings Per Share"
     ------------------------------------
     requires  presentation  of  basic  earnings  (loss)  per  share and diluted
     earnings  per share. The computation of basic loss per share is computed by
     dividing  loss  available  to  common  stockholders by the weighted average
     number of outstanding common shares during the period. Diluted earnings per
     share  gives  effect  to  all  dilutive potential common shares outstanding
     during  the  period. Since the Company does not have any potential dilutive
     shares,  basic  and diluted loss per share are the same for the years ended
     December  31,  2003  and  2002.


     Recent  Accounting Pronouncements - The following accounting pronouncements
     ---------------------------------
     if  implemented  would  have  no  effect on the financial statements of the
     Company.

     In  January  2003,  (as  revised in December 2003) The Financial Accounting
     Standards  Board  ("FASB")  issued Interpretation No. 46, "Consolidation of
     Variable  Interest  Entities",  an  interpretation  of  Accounting Research
     Bulletin  ("ARB")  No.  51.  "Consolidated  Financial  Statements".
     Interpretation  No.  46  addresses consolidation by business enterprises of
     variable  interest  entities,  which  have  one  or  both  of the following
     characteristics:  (i)  the  equity  investment at risk is not sufficient to
     permit the entity to finance its activities without additional subordinated
     support  from  other parties, which is provided through other interest that
     will  absorb  some  or  all  of the expected losses of the entity; (ii) the
     entity  the  investors  lack  one  or  more  of  the  following  essential
     characteristics of a controlling financial interest: the direct or indirect
     ability  to  make  decisions  about  the entities activities through voting
     rights  or  similar rights; or the obligation to absorb the expected losses
     of the entity if they occur, which makes it possible for the entity if they
     occur,  which  is  the  compensation for the risk of absorbing the expected
     losses.

     Interpretation  No.  46,  as revised, also requires expanded disclosures by
     the  primary  beneficiary (as defined) of a variable interest entity and by
     an  enterprise  that  holds  a  significant variable interest in a variable
     interest  entity  but  is  not  the  primary  beneficiary.

     Interpretation  No.  46,  as  revised, applies to small business issuers no
     later  than  the end of the first reporting period that ends after December
     15,  2004.  The  effective  date  includes  those  entities  to  which
     Interpretation  46 had previously had previously applied. However, prior to
     the  required


                                       22
<PAGE>
                             Organic Soils.com, Inc
                          Notes to Financial Statements
                           December 31, 2003 and 2002

     application  of Interpretation 46, a public entity that is a small business
     issuer  shall  apply  Interpretation  46  or  this  Interpretation to those
     entities  that  are considered to be special-purpose entities no later than
     as  of  the  end of the first reporting period that ends after December 15,
     2003.

     Interpretation No. 46 may be applied prospectively with a cumulative-effect
     adjustment  as  of  the  date  which  it  is  first applied or by restating
     previously  issued  financial  of  the  first  year  restated.

     In December 2002, the FASB issued SFAS No. 148, "Accounting for Stock-Based
     Compensation  -  Transition  and  Disclosure". SFAS No. 148 amends SFAS No.
     123,  "Accounting  for  Stock-Based  Compensation",  to provide alternative
     methods of transition for a voluntary change to the fair value based method
     of  accounting for stock-based employee compensation. In addition, SFAS No.
     148 amends the disclosure requirements of SFAS No. 123 to require prominent
     disclosures  in  both  annual  and  interim  financial statements about the
     method  of  accounting for stock-based employee compensation and the effect
     of the method used on reported results. SFAS No.148 is effective for fiscal
     years  beginning after December 15, 2002. The interim disclosure provisions
     are

     effective for financial reports containing financial statements for interim
     periods beginning after December 15, 2002. The adoption of SFAS No. 148 did
     not  have  a  significant  effect  on  the  Company's  financial  statement
     presentation  or  disclosures.

     In April 2003, the FASB issued SFAS No. 149, "Amendment of Statement 133 on
     Derivative  Instruments  and  Hedging  Activities". SFAS No. 149 amends and
     clarifies  financial  accounting  and reporting for derivative instruments,
     including  certain  derivative  instruments  embedded  in  other  contracts
     (collectively  referred to as derivatives) and for hedging activities under
     SFAS  No.  133,  "Accounting  for  Derivative  Instruments  and  Hedging
     Activities".  The  changes  in  SFAS No. 149 improve financial reporting by
     requiring  that  contracts with comparable characteristics be accounted for
     similarly.  This  statement  is  effective  for  contracts  entered into or
     modified  after  June  30, 2003 and all of its provisions should be applied
     prospectively.

     In  May  2003,  the  Financial  Accounting  Standards Board ("FASB") issued
     Statement  of  Financial Accounting Standards ("SFAS") No. 150, "Accounting
     For  Certain Financial Instruments with Characteristics of both Liabilities
     and  Equity".  SFAS  No.  150  changes  the  accounting  for


                                       23
<PAGE>

                             Organic Soils.com, Inc
                          Notes to Financial Statements
                           December 31, 2003 and 2002

     certain  financial instruments with characteristics of both liabilities and
     equity  that,  under  previous pronouncements, issuers could account for as
     equity. The new accounting guidance contained in SFAS No. 150 requires that
     those  instruments  be classified as liabilities in the balance sheet. SFAS
     No.  150  affects  the  issuer's accounting for three types of freestanding
     financial instruments. One type is mandatorily redeemable shares, which the
     issuing  company  is  obligated  to  buy back in exchange for cash or other
     assets.  A second type includes put options and forward purchase contracts,
     which  involves  instruments  that do or may require the issuer to buy back
     some  of its shares in exchange for cash or other assets. The third type of
     instruments  that  are liabilities under this Statement is obligations that
     can  be  settled  with  shares,  the monetary value of which is fixed, tied
     solely  or  predominantly  to  a variable such as a market index, or varies
     inversely  with  the  value  of  the issuers' shares. SFAS No. 150 does not
     apply  to  features  embedded  in  a  financial  instrument  that  is not a
     derivative  in  its  entirety.

     Most  of  the  provisions of Statement 150 are consistent with the existing
     definition  of  liabilities  in FASB Concepts Statement No. 6, "Elements of
     Financial  Statements".  The  remaining  provisions  of  this Statement are
     consistent  with the FASB's proposal to revise that definition to encompass
     certain  obligations  that a reporting entity can or must settle by issuing
     its own shares. This Statement shall be effective for financial instruments
     entered  into  or  modified  after  May  31,  2003  and  otherwise shall be
     effective  at  the  beginning  of the first interim period. Beginning after
     June 15, 2003, except for mandatorily redeemable financial instruments of a
     non-public  entity,  as  to  which the effective date is for fiscal periods
     beginning  after  December  15,  2004.

NOTE  2  COMMON  STOCK

     In August 2002 the Company raised $34,500 from the sale of 23,000 shares in
     its  initial  IPO  offering.

NOTE  3  RELATED  PARTY  TRANSACTIONS

     During  the year ended December 31, 2003, the Company borrowed $11,275 from
     its  affiliated company. There were no repayments to the affiliated company
     during  the  year.  During  the  year ended December 31, 2002, $13,600 plus
     interest  was repaid to the affiliate for prior year borrowings for working
     capital  purposes  and an additional $7,000 was borrowed prior to year-end.


                                       24
<PAGE>

                             Organic Soils.com, Inc
                          Notes to Financial Statements
                           December 31, 2003 and 2002

     Various  founders  of  the  Company  have performed consulting services for
     which  the  Company had paid them consulting fees in prior periods. For the
     years ended December 31, 2003 and 2002 no consulting services were provided
     by  these  founders,  but $1,365 was paid for reimbursement of expenses for
     the  year ended December 31, 2002. Services include clerical support, rent,
     office  supplies,  legal  services,  etc.

     Two  of  the  founders  of the Company are the majority shareholders of the
     Company's affiliate for which it acts as a sales agent. The Company earns a
     5%  commission  from  the  soil  it  sells  to  customers  on behalf of the
     affiliated  company.

NOTE  4  INCOME  TAXES

     The  benefit  for  income  taxes from operations consisted of the following
     components:  A  cumulative  deferred  tax benefit of approximately $106,000
     resulting  from net operating loss carryforwards of approximately $314,000,
     and a cumulative deferred tax expense of approximatively $106,000 resulting
     from  the  valuation  allowance  recorded  against  the  deferred tax asset
     arising  from  the  net  operating  loss  carryforward.  Net operating loss
     carryforards  of  approximately  $314,000  will  expire  in  various  years
     beginning  in  2020.  The deferred tax asset is computed at the 34% federal
     tax  rate.  The  state  of  Alaska  has  no  corporate  tax.

     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  partial  or  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  GOING  CONCERN

     The  accompanying financial statements have been prepared assuming that the
     Company will continue as a going concern. The Company has a working capital
     deficiency  of  $27,659 and shareholders' deficiency of $27,659 at December
     31, 2003, and a net loss from operation of $11,533 and a negative cash flow
     from  operations  of $11,169 for 2003, which raises substantial doubt about
     its  ability  to  continue  as  a  going  concern.


                                       25
<PAGE>

                             Organic Soils.com, Inc
                          Notes to Financial Statements
                           December 31, 2003 and 2002

     Management's  pan  in regards to these matters is also described in Note 5.
     These  financial statements do not include any adjustment that might result
     from  the  outcome  of  this  uncertainty.

     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 product the company sells, which is humus soil. Management
     has stepped up its marketing efforts and sales have increased over the year
     ended  December  31, 2002 when management began developing its sales market
     and  moved  out of the development stage. Because of the major problems Las
     Vegas  casinos  are  having  maintaining their trees, and the need for more
     soil  for the northern California wine country, the Company is expanding in
     these  two  geographic  areas.

     The  Company's  ability  to continue as a going concern is dependent upon a
     successful  future  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.


                                       26
<PAGE>