SECURITIES AND EXCHANGE COMMISSION
                       ----------------------------------
                              WASHINGTON, DC 20549

                                   FORM 10-KSB

[X]  ANNUAL  REPORT  UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF
1934
                   For the fiscal year ended December 31, 2004
                         COMMISSION FILE NO.  333-57946

                                       OR
[  ]  TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT
OF  1934
                  For the transition period from ______to______


                             ORGANIC SOILS.COM, INC.
           (Name of Small Business Issuer as specified in its charter)

                NEVADA                                 88-0448626
    (State or Other Jurisdiction of                  (IRS Employer
     Incorporation or Organization)                Identification No.)

               300 EAST 54TH AVE., SUITE 202, ANCHORAGE, AK  99518
              (Address of Principal Executive Offices and Zip Code)

                                 (415) 387-7500
                           (Issuer's Telephone Number)

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

Check  whether the issuer (1) filed all reports required to be filed by sections
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 disclosure of delinquent filers pursuant to Item 405, of Regulation S-B
is  not contained in this form, and no disclosure will be contained, to the best
of  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.  [   ]

Registrant's  revenue  for  its  most  recent  fiscal  year:  $0.

The  Company's  voting  securities  are  traded  on  the  Over the Counter (OTC)
Electronic Bulletin Board under the symbol OSLC.  There was a minimal market and
very  limited  trading  volume  for the issuer's common stock during fiscal year
2004.  The aggregate market value of the voting common equity securities held by
non-affiliates of the Registrant was $382,950 on January 19, 2005 based upon the
closing  price  of  the  Registrant's  Common  Stock  on  that  date.

As  of  today's  date,  there  were  2,323,000  shares  of  common  stock of the
registrant  outstanding,  par  value  $.001.

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

Documents  incorporated  by  reference:  None.


<PAGE>

<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.  Results of Votes 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                                                         7

          Item 8.  Changes In and Disagreements with Accountants on Accounting and
          Financial Disclosure                                                                  7

          Item 8A.  Controls and Procedures                                                     8

          Item 8B.  Other Information                                                           8

PART III  Item 9.  Directors, Executive Officers, Promoters and Control Persons; Compliance
          with Section 16(a) of the Exchange Act                                                8

          Item 10.  Executive Compensation                                                      9

          Item 11.  Security Ownership of Certain Beneficial Owners and Management             10

          Item 12.  Certain Relationships and Related Transactions                             10

          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  within  both  the  United  States  and  abroad.

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

OUR  BUSINESS

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

RESPONSIBILITIES  OF  ORGANIC  SOILS  UNDER  AGREEMENT

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


                                        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.

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.

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.

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 2004. 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.


                                        4
<PAGE>

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  a  limited  public  market  for  our  company's stock. The
Company's  voting securities are traded on the Over the Counter (OTC) Electronic
Bulletin  Board  under  the  symbol  OSLC.  At  December  31,  2004  there  were
approximately  67  shareholders of record holding  2,323,000 shares of our $.001
par  value  common  stock.  The  following table shows the highs and lows of the
closing  bid  and  ask  prices  on  our  common  stock  for  2004  and  2003.


<TABLE>
<CAPTION>

                                      CLOSING BID       CLOSING ASK
2003                                 HIGH     LOW       HIGH    LOW
<S>                                  <C>      <C>      <C>     <C>
April 25 thru June 30 (First Avail)   NONE     NONE      NONE    NONE
July 1 thru September 30. . . . . .   1.20      .03      NONE    NONE
October 1 thru December 31. . . . .   1.20     1.20      NONE    NONE


                                      CLOSING BID       CLOSING ASK
2004                                 HIGH     LOW       HIGH    LOW
<S>                                  <C>      <C>      <C>     <C>

January 2 thru March 31 . . . . . .    1.20    .10       NONE    NONE
April 1 thru June 30. . . . . . . .    1.20    .90         25    1.15
July 1 thru September 30. . . . . .    1.20   1.20          5       5
October 1 thru December 31. . . . .    1.50   1.20          3       3
</TABLE>

The  above  quotations,  as  provided Pink Sheets, LLC, represent prices between
dealers  and do not include retail markup, markdown or commission.  In addition,
these  quotations  do  not  represent  actual  transactions.

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

None.


                                        5
<PAGE>

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

RESULTS  OF  OPERATIONS  FOR  THE  YEARS  ENDING  DECEMBER  31,  2004  AND  2003

For  the  year  ended  December 31, 2004, the Company generated no revenue.  The
Company had operating expenses of  $13,172, resulting in an equal operating loss
of  $13,172.  Expenses  were  due  mainly to administrative costs in the form of
officer,  consulting  and professional fees, totaling $12,688.  The Company also
experienced  interest income of $33 and interest expenses of $2,532 resulting in
a  net  loss  of  $15,671  for  the  year  ending  December  31,  2004.

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
officer,  consulting  and  professional fees, totaling $9,575.  The Company also
experienced  interest income of $26 and interest expenses of $1,623 resulting in
a  net  loss  of  $11,533  for  the  year  ending  December  31,  2003.

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

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

RETAIL  CONSUMER  AND  RETAIL  STORE  MARKETS.

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

AGRICULTURAL  MARKETS

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

MARKETING  STRATEGY  AND  PRICING

Organic  Soils  intends to derive revenues from providing consulting services in
the  areas  of  packaging,  organic  product  development  and distribution from
marketing  fees  form  various  soil and soil enhancement developers, as well as
from  the  mark  up  on  the  products  distributed by Organic Soils. Currently,
Organic  Soils  has  only one distribution and marketing agreement in place. The
agreement  is  with  APC  Export,  Inc.  Organic  Soils'  complete  marketing
solution  will  allow  companies  which are currently  selling  or  planning  to
sell  bulk soil products to increase their profit  margins.  Our services  would
include  assistance  with  package  design,  package  design  with  in-store
trials,  as  well as an  introduction  to various packaged soil distributors. We
also  intend  to  provide consulting services in the area  of  market  analysis,


                                        6
<PAGE>

including  determining  potential   profitability, potential volume, and ease of
entry  into specified markets. These services would be  required  for  customers
with  distribution  and  marketing  agreements.

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

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

LIQUIDITY  AND  CAPITAL  RESOURCES

At  December  31,  2004,  the  Company  had  assets  of  $1,484  consisting  of
cash  in hand. At December 31, 2003, the Company had assets of $1,015 consisting
of  cash  in  hand.

Liabilities  at  December  31,  2004  consisted  of  $5,673 in accounts payable,
$2,500  in  accrued  expense,  $4,258  in accrued interest, and $32,383 in three
notes  payable  to companies controlled by shareholders for total liabilities of
$44,814.  The  notes carry 12% interest, have a term of 12 months and are due on
or  before  December  12,  2005.  At 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  companies  controlled  by
shareholders  for  total  liabilities  of  $28,674.

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

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

ITEM  7.  FINANCIAL  STATEMENTS

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

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

None.


                                        7
<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.

ITEM  8B.  OTHER  INFORMATION

There  is no other information, which was required to be disclosed in a Form 8-K
during  the  fourth  quarter.

                                    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   55  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 55).  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,  2005.

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.


                                        8
<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. . . . . . .    12/31/04                  -0-        -0-         -0-          -0-     -0-       -0-
  Chief Executive Officer    12/31/03                  -0-        -0-         -0-          -0-     -0-       -0-
  Chief Financial Officer    12/31/02                  -0-        -0-         -0-          -0-     -0-       -0-
  and Director. . . . . .
</TABLE>


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.


                                        9
<PAGE>

ITEM  11.  SECURITY  OWNERSHIP  OF  CERTAIN  BENEFICIAL  OWNERS  AND  MANAGEMENT

The  following  table  sets  forth  as  of  December  31,  2004,  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.

<TABLE>
<CAPTION>

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

Ray L. Smith(1). . . . . . . . . .  Common                   1,289,000         55.49%
300 East 54th Ave
Suite 202
Anchorage, AK 99518

Natalie Shahvaran. . . . . . . . .  Common                   550,000(2)        23.67%
132 North El Camino Real
Suite 346
Encinitas, CA 92024

Gary J. McAdam(3). . . . . . . . .  Common                   180,000(3)         7.75%
15 Red Tail Drive
Highlands Ranch, CO 80111
-------------------------------------------------------------------------------------

Officers and Directors as a Group.  Common                   1,289,000         55.49%
(One person)
</TABLE>

(1)  Officer  and  Director
(2)  Natalie  Shahvaran  owns  335,000 common shares directly and 215,000 shares
     through  West  Harbor,  Inc.,  West  Harbor, Inc is owned and controlled by
     Natalie  Shahvaran.
(3)  Gary  J.  McAdam  owns  85,000 shares directly and 95,000 shares indirectly
     through the following companies and in the amounts indicated. The following
     entities  are  owned  and  controlled  by  Gary  J.  McAdam.
     (i)  Fortune  Seekers,  Inc.,  50,000  shares
     (ii) Great  Expectations  Family  LTD,  25,000  shares
     (iii)  Growth  Ventures,  Inc.,  20,000  shares

ITEM  12.  CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS

During  the  years ending December 31, 2004, 2003 and 2002, the company borrowed
$14,108,  $11,275,  and  $7,000  respectively from companies associated with our
shareholders.  At  December  31,  2004,  the  Company had total notes payable of
$32,383.  These  notes are due with 12% interest on or before December 12, 2005.
The  notes  were assigned to World Ventures, LLC, an entity owned and controlled
by  Natalie  Shahvaran.  There  were no repayments on these loans during 2004 or
2003.

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.  At December 31, 2004 we
owed  $5,673 to APC Export, Inc. At December 31, 2003 we owed $4,173 in accounts
payable  to  APC  Export,  Inc.


                                       10
<PAGE>

<TABLE>
<CAPTION>

ITEM  13.  EXHIBITS  AND  REPORTS  ON  FORM  8-K

     a)     Exhibits

EXHIBIT NUMBER   TITLE                                                   LOCATION

<C>              <S>                                                     <C>
3(i)             Articles of Incorporation* . . . . . . . . . . . . . .  SB-2 filed 3/30/01

3(ii)            Bylaws*. . . . . . . . . . . . . . . . . . . . . . . .  SB-2 filed 3/30/01

14               Code of Ethics** . . . . . . . . . . . . . . . . . . .  10-KSB filed 4/14/03

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
<FN>

*  Incorporated  by  reference.  Filed  as  exhibit  to  SB-2  filed  March  30,  2001

**Incorporated  by  reference.  Filed  as  exhibit  to  2002  10-KSB  filed  April  14,  2003

***The  Exhibit  attached  to  this  Form  10-KSB shall not be deemed "filed" for purposes of
Section  18  of the Securities Exchange Act of 1934 (the "Exchange Act") or otherwise subject
to  liability  under  that  section,  nor shall it be deemed incorporated by reference in any
filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly
set  forth  by  specific  reference  in  such  filing.
</TABLE>


     b)     Reports  on  Form  8-K

On  December  20, 2004, Organic Soils.com furnished a current report on Form 8-K
to  report  under Items 4.01 and 9.01 that the Company had undergone a change in
the  their  principal  certifying  accountant.

Subsequent  to  the date of this report, on February 15, 2005, Organic Soils.com
furnished  an  amended  report  on Form 8-K/A to report under Item 9.01 that its
previous  principal  certifying  accountant  agreed with the pronouncements made
under  Item  4.01  of  the  December  8-K.


                                       11
<PAGE>

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 $9,000
for  fiscal  year  ended  2004  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  $575  for  fiscal  year  ended  2004 consisting of tax
preparation  and  $750 for fiscal year ended 2003 consisting 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: February 24, 2005            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: February 24, 2005            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, 2004 AND 2003





                        INDEX
                        -----

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

Balance Sheets. . . . . . . . . . . . . . . . . .     16

Statements of Operations. . . . . . . . . . . . .     17

Statements of Changes in Shareholders' Deficiency     18

Statements of Cash Flows. . . . . . . . . . . . .     19

Notes to Financial Statements . . . . . . . . . .  20-23
</TABLE>


                                       14
<PAGE>

Hawkins  Accounting
Certified  Public  Accountant
Audit  .  tax  .  consulting


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

REPORT  OF  INDEPENDENT  REGISTERED  PUBLIC  ACCOUNTING  FIRM

I  have  audited the balance sheet of Organic Soils.com, Inc. as of December 31,
2004  and  the  related  statements of operations, stockholders' equity and cash
flows  for the year ended December 31, 2004.  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 the standards of the Public Company
Accounting Oversight Board (United States).  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 above present fairly, in all
material  respects, the financial position of Denali Concrete Management, Inc as
of December 31, 2004, the results of operations and it's cash flows for the year
then  ended  in  conformity with generally accepted accounting principles in the
United  States  of  America.

As  discussed in Note 4 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 $43,330 and shareholders' deficiency of $43,330 at
December  31, 2004, and a net loss from operation of $15,671 and a negative cash
flow  from  operations of $13,639 for 2004, which raises 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.




January  25,  2004


                                       15
<PAGE>

<TABLE>
<CAPTION>


                            ORGANIC SOILS.COM, INC.
                                 BALANCE SHEETS
                           DECEMBER 31, 2004 AND 2003



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

Current assets
  Cash in bank . . . . . . . . . . . . . . . . . .  $       1,484   $       1,015
  Accounts Receivable. . . . . . . . . . . . . . .                              -
                                                    --------------  --------------
    Total current assets

    Total assets . . . . . . . . . . . . . . . . .  $       1,484   $       1,015
                                                    ==============  ==============
LIABILITIES AND SHAREHOLDERS' EQUITY
--------------------------------------------------

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

  Accounts payable . . . . . . . . . . . . . . . .  $       5,673   $       4,173
  Accrued expenses . . . . . . . . . . . . . . . .          2,500           4,500
  Accrued interest . . . . . . . . . . . . . . . .          4,258           1,726
  Notes payable. . . . . . . . . . . . . . . . . .         32,383          18,275
                                                    --------------  --------------


  Total liabilities. . . . . . . . . . . . . . . .         44,814          28,674


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

  Common stock, 50,000,000 shares authorized
    at $.001 par 2,323,000 issued and outstanding.          2,323           2,323
  Paid in capital. . . . . . . . . . . . . . . . .        284,227         284,227
  Retained deficit . . . . . . . . . . . . . . . .       (329,880)       (314,209)
                                                    --------------  --------------
  Total shareholders' deficiency . . . . . . . . .        (43,330)        (27,659)
                                                    --------------

    Total liabilities and shareholders' deficiency  $       1,484   $       1,015
                                                    ==============  ==============
</TABLE>

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


                                       16
<PAGE>

<TABLE>
<CAPTION>


               ORGANIC SOILS.COM, INC.
               STATEMENTS OF OPERATIONS
              DECEMBER 31, 2004 AND 2003


                                         2004         2003
                                      -----------  -----------
<S>                                   <C>          <C>
Revenue. . . . . . . . . . . . . . .  $        0   $      120
Expenses
  Bank charges . . . . . . . . . . .          86          176
  Consulting fees. . . . . . . . . .      12,688        9,575
  Bad debts. . . . . . . . . . . . .           0          241
  Office expenses. . . . . . . . . .         398           43
  Travel . . . . . . . . . . . . . .                       21
                                      -----------  -----------
    Total expenses . . . . . . . . .      13,172       10,056
                                      -----------  -----------
    Loss from operations . . . . . .     (13,172)      (9,936)

Other income and (expense)
  Interest income. . . . . . . . . .          33           26
  Interest expense . . . . . . . . .      (2,532)      (1,623)
                                      -----------  -----------
    Total other income and (expense)      (2,499)      (1,597)
                                      -----------  -----------
      Net loss . . . . . . . . . . .  $  (15,671)  $  (11,533)
                                      ===========  ===========
Loss per share
  of common stock. . . . . . . . . .  $    (0.01)  $    (0.01)
                                      ===========  ===========
Weighted average of shares
  outstanding. . . . . . . . . . . .   2,323,000    2,323,000
                                      ===========  ===========
</TABLE>

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


                                       17
<PAGE>

<TABLE>
<CAPTION>


                            ORGANIC SOILS.COM, INC.
                     STATEMENTS OF SHAREHOLDERS' DEFICIENCY
                           DECEMBER 31, 2004 AND 2003

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

                                      2003
                                   ----------
December 31, 2002.  2,323,000   $  2,323   $284,227    $(302,676)  $(16,126)
Net (loss) . . . .                                       (11,533)   (11,533)
                    ----------  ---------  ----------  ----------  ---------
December 31, 2003.  2,323,000      2,323    284,227     (314,209)   (27,659)
                    ==========  =========  ==========  ==========  =========


                                      2004
                                   ----------
December 31, 2003.  2,323,000      2,323    284,227     (314,209)   (27,659)
Net (Loss) . . . .                                       (15,671)   (15,671)
                    ----------  ---------  ----------  ----------  ---------
December 31, 2004.  2,323,000   $  2,323   $284,227    $(329,880)  $(43,330)
                    ==========  =========  ==========  ==========  =========
</TABLE>


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


                                       18
<PAGE>

<TABLE>
<CAPTION>


                            ORGANIC SOILS.COM, INC.
                            STATEMENTS OF CASH FLOWS
                           DECEMBER 31, 2004 AND 2003

                                                                  2004       2003
                                                                ---------  ---------
<S>                                                             <C>        <C>
CASH FLOWS FROM
  OPERATING ACTIVITIES
Net loss . . . . . . . . . . . . . . . . . . . . . . . . . . .  $(15,671)  $(11,533)
Adjustments to reconcile net
  income to net cash
  provided by operating activities
  (Increase)Decrease in accounts receivable. . . . . . . . . .         0      5,620
  Increase (Decrease) in accrued interest. . . . . . . . . . .     2,532      1,623
  Increase (Decrease) in accounts payable and accrued expenses      (500)    (6,879)
                                                                ---------  ---------
NET CASH PROVIDED BY
  OPERATING ACTIVITIES . . . . . . . . . . . . . . . . . . . .   (13,639)   (11,169)
FINANCING ACTIVITIES
  Short term borrowings-related parties. . . . . . . . . . . .    14,108     11,275
  Repayment of loans
  Sale of common stock
                                                                ---------  ---------
NET CASH REALIZED FROM
  FINANCING ACTIVITIES . . . . . . . . . . . . . . . . . . . .    14,108     11,275
                                                                ---------  ---------
INCREASE ON CASH AND CASH
  EQUIVALENTS. . . . . . . . . . . . . . . . . . . . . . . . .       469        106
Cash and Equivalents at the beginning of period. . . . . . . .     1,015        909
                                                                ---------  ---------
Cash and Equivalents at the end of period. . . . . . . . . . .  $  1,484   $  1,015
                                                                =========  =========
Supplemental disclosures to the
  statement of cash flows:
  Interest paid during the year. . . . . . . . . . . . . . . .  $      0   $      0
                                                                =========  =========
</TABLE>


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


                                       19
<PAGE>

                              Organic Soils.com, Inc
                          Notes to Financial Statements
                           December 31, 2004 and 2003


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  January19,  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, 2004 and 2003 bad debt expense was $241 for 2003 and $0
for  2004.


                                       20
<PAGE>

                             Organic Soils.com, Inc
                    Notes to Financial Statements (Continued)
                           December 31, 2004 and 2003

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,  2004  and  2003.

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 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.


                                       21
<PAGE>

                             Organic Soils.com, Inc
                    Notes to Financial Statements (Continued)
                           December 31, 2004 and 2003

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  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  RELATED  PARTY  TRANSACTIONS

During  the years ended December 31, 2004 and 2003, the Company borrowed $14,108
and $11,275 respectively from companies associated with our shareholders for the
purposes  of  covering consulting expenses for accounting and legal services for
SEC  filings.  There  were  no  repayments  to the affiliated company during the
years.  These affiliated companies will continue to cover the operating expenses
of  the  company  until  such  time  as  the  sales  begin  to  resume.

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  3  INCOME  TAXES

The  benefit  for  income  taxes  from  operations  consisted  of  the following
components:  A  cumulative  deferred  tax  benefit  of  approximately  $110,000
resulting  from net operating loss carryforwards of approximately $330,000,and a
cumulative  deferred  tax  expense  of approximately $106,000 resulting from the
valuation allowance recorded against the deferred tax asset arising from the net
operating  loss carryforward.  Net operating loss carryforwards of approximately
$330,000 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.


                                       22
<PAGE>

                             Organic Soils.com, Inc
                    Notes to Financial Statements (Continued)
                           December 31, 2004 and 2003

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  4  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  $43,330  and shareholders' deficiency of $43,330 at December 31,
2004,  and  a  net  loss from operation of $15,671 and a negative cash flow from
operations of $13,639 for 2004, 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 2.
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 since 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  attempting  to expand 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.


                                       23
<PAGE>