SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB
                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,  2002

[  ]     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)

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

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

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

         Securities registered under Section 12(g) of the Exchange Act:
                          $.001 PAR VALUE, COMMON STOCK
                                (Title of class)

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 report(s), and (2) has been
subject  to  such  filing  requirements  for the past 90 days.  Yes [ ]   No [ ]

Check  if there is 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:  $917

As  of March 31, 2003, issuer had 2,323,000 shares of its $.001 par value common
stock  outstanding.

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

Documents  incorporated  by  reference:  none


<PAGE>

                             ORGANIC SOILS.COM, INC.
                                   FORM 10-KSB

THIS  REPORT  MAY  CONTAIN  CERTAIN "FORWARD-LOOKING" STATEMENTS AS SUCH TERM IS
DEFINED  IN  THE  PRIVATE  SECURITIES  LITIGATION  REFORM  ACT OF 1995 OR BY THE
SECURITIES AND EXCHANGE COMMISSION IN ITS RULES, REGULATIONS AND RELEASES, WHICH
REPRESENT  THE  REGISTRANT'S  EXPECTATIONS OR BELIEFS, INCLUDING BUT NOT LIMITED
TO,  STATEMENTS  CONCERNING  THE  REGISTRANT'S OPERATIONS, ECONOMIC PERFORMANCE,
FINANCIAL  CONDITION, GROWTH AND ACQUISITION STRATEGIES, INVESTMENTS, AND FUTURE
OPERATIONAL  PLANS.  FOR  THIS PURPOSE, ANY STATEMENTS CONTAINED HEREIN THAT ARE
NOT  STATEMENTS  OF  HISTORICAL  FACT  MAY  BE  DEEMED  TO  BE  FORWARD-LOOKING
STATEMENTS.  WITHOUT  LIMITING  THE  GENERALITY  OF THE FOREGOING, WORDS SUCH AS
"MAY", "WILL", "EXPECT", "BELIEVE", "ANTICIPATE", "INTENT", "COULD", "ESTIMATE",
"MIGHT", OR "CONTINUE" OR THE NEGATIVE OR OTHER VARIATIONS THEREOF OR COMPARABLE
TERMINOLOGY  ARE  INTENDED  TO  IDENTIFY  FORWARD-LOOKING  STATEMENTS.  THESE
STATEMENTS  BY THEIR NATURE INVOLVE SUBSTANTIAL RISKS AND UNCERTAINTIES, CERTAIN
OF  WHICH  ARE  BEYOND  THE  REGISTRANT'S CONTROL, AND ACTUAL RESULTS MAY DIFFER
MATERIALLY  DEPENDING  ON  A VARIETY OF IMPORTANT FACTORS, INCLUDING UNCERTAINTY
RELATED  TO  GOVERNMENTAL  REGULATION,  MANAGING  AND  MAINTAINING  GROWTH,  THE
OPERATIONS  OF  THE  COMPANY  AND  ANY OTHER FACTORS DISCUSSED IN THIS AND OTHER
REGISTRANT  FILINGS  WITH  THE  SECURITIES  AND  EXCHANGE  COMMISSION.

                                     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.

     The  corporate existence of Organic Soils is due to APC Export, Inc.'s need
for  a  marketing  research,  marketing implementation and sales organization to
sell  APC  Export,  Inc.'s  products,  although  Organic Soils may sell products
from sources  other than APC Export,  Inc. The  management  of APC Export,  Inc.
determined  that a  separate  marketing  organization  would be easier to manage
fiscally.

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

General  Plan  of  Operations

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

     Responsibilities  of  Organic  Soils  under  Agreement.  According  to  the
terms of this agreement,  Organic Soils markets the soil provided by APC Export,
Inc. to households and the local greenhouse industry, as well as on the national


                                        1
<PAGE>

market. As production expands, Organic Soils will also export organic humus soil
wholesale)  to various international  markets.  Organic Soils'  responsibilities
include,  without  limitation,  the  development  of demand for and  selling APC
Export,  Inc.'s  products,  to determine which products should be developed,  to
determine what research will be required to validate any product,  to submit its
budget  to APC  Export,  Inc.  for any  proposal,  to  organize,  supervise  and
consolidate research approved by APC Export, Inc., to supervise the research, to
analyze  such  research  and  to  submit  its recommendation to APC Export, Inc.

     Responsibilities  of  APC  Export, Inc. under Agreement. APC Export, Inc.'s
responsibility  includes  its  best  efforts to fill all accepted orders for its
products  and  to  pay  Organic  Soils its 5% commission on gross sales. Organic
Soils  is  the  exclusive distributor of APC Export, Inc. products in the United
States  and  receives  a  five percent (5%) commission on the gross sales of APC
Export,  I  Inc.'s  products.  APC Export, Inc. retains the right to sell to the
United  States,  or its agencies and to any foreign government, or its agencies.
Either  party to this Agreement may terminate the Agreement upon 120 days notice
to the other party. To date, Organic Soils' only source of revenue has been from
APC  Export,  Inc.  under  the Agreement. Organic Soils believes there are three
distinct  markets  for the soil products: the retail consumer, retail stores and
agricultural  customers.  Initially  Organic  Soils  intends  to market its soil
products  to  large  retailers  and  to  large  agricultural  companies.

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

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

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

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


                                        2
<PAGE>

profit  margins.  Our services  would include  assistance  with package  design,
package  design with  in-store  trials,  as well as an  introduction  to various
packaged soil distributors. We also intend to provide consulting services in the
area  of  market  analysis,   including  determining  potential   profitability,
potential volume, and ease of entry into specified markets. These services would
be  required  for  customers  with  distribution  and  marketing  agreements.

     Alaska  is  rich  with  both sphagnum moss and humus soil. APC Export, Inc.
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  from
international  distributors  and  soil  brokers  about  the export of humus. The
growth  of  plants consumes humus and must be replaced with new humus to prevent
soil exhaustion. Loss of fertility in soil is caused by loss of humus. Countries
with  large  desert  areas with limited supplies of water are in need of organic
content  to  improve  soil  fertility.  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,  purchase  orders,  plans,  proposals,  arrangements,  or
understandings  with any companies regarding the possibility of exporting humus,
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.

     Organic Soils believes that it will be able to sell organic soil in bulk to
several  international  customers.  Some  of the countries that have markets for
such  soil include Saudi Arabia, China, Japan, Thailand, Korea, and Israel. Some
of  the  United  States potential bulk customers include US Golf Industry, S. CA
Flower  Industry,  California  Wine Industry, New Mexico Agriculture, Washington
Agriculture,  Idaho  Agriculture, Texas Agriculture, Arizona Agriculture, Nevada
Agriculture,  Texas  Golf Industry, Arizona Golf Industry, Nevada Golf Industry,
Texas  Landscape Industry, Arizona Landscape Industry, Nevada Landscape Industry
and  Oregon  Agriculture.

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

INDUSTRY

     The  fertilizer,  soil,  and  pesticide  markets  are  multi-billion dollar
markets  both  within  the  United  States  and abroad. Organic Soils intends to
expand  these  markets  because its products will be used to create agricultural
areas  from  regions  that  are  not  currently  in  the  agricultural  market.

     According  to  an article by Anita Manning in USA TODAY dated May 22, 2000,
although  healthy  crops  depend on healthy soil, nearly 40% of the world's land
used for agriculture is seriously degraded. Evidence shows that soil degradation
has  already  reduced  food  production  on  about  16% of the world's cropland.

TRANSPORTATION  COSTS

     The  cost  of  hauling  freight  from Alaska to the 48 contiguous states is
between  five to ten times less expensive than freight traveling to Alaska. This


                                        3
<PAGE>

anomaly is  created  by the  nearly  non-existent  freight  from  Alaska,  which
requires  the freight  traveling to Alaska to bear almost the entire cost of the
round trip.  Any backhaul  from Alaska is treated as a windfall and is typically
negotiated for as little as the cost of fuel to Seattle,  Washington. Due to APC
Export,  Inc.'s relationships with shippers since 1998, Organic Soils is able to
take only partial advantage of this anomaly.  For Organic Soils, the shipping of
products  from Alaska to the 48  contiguous  states is the  largest  single cost
incurred  by Organic  Soils.  Because of the initial  small  scale of  business,
Organic  Soils  cannot  significantly  benefit  from the  potential  of backhaul
savings  generated by the lack of freight  back to the  contiguous  states.  The
windfall,  if any,  would  mostly  benefit the freight  companies  and would not
necessarily  benefit Organic Soils.  Should Organic Soils increase its volume of
business to the contiguous  states,  it could better control its presence in the
backhaul  market from Alaska,  which,  in turn,  would reduce its freight costs.
Until such time,  however,  the impact of the freight  costs  prohibits  Organic
Soils  from  reducing  the  price  of  its  products  from  current  levels.

     Once  the  market  reaches  a  volume  of 120,000 cubic yards annually, APC
Export,  Inc. intends to barge raw product to the continguous states. This would
reduce  the  shipping  costs  by  30%  to  50%. 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.  Organic  Soils,  in turn, receives a five percent (5%) commission
from  APC  Export,  Inc.,  once  it  receives  payment from the purchaser of the
product.

COMPETITION

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

     Organic  Soils  will  not  only  compete  in  a local market, but will face
competition  from  foreign  soil  distributors, including Canadian distributors,
which have penetrated these markets for several years. Canada has, however, been
unable  to  provide  the  large  bulk  quantities demanded by international soil
enhancement  markets.  This  market has been available to those that can produce
massive  quantities.  By  establishing strategic alliance with APC Export, Inc.,
Organic Soils may become one of the first distributors of the rich Alaskan soil.

     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.


                                        4
<PAGE>

ITEM  2.  DESCRIPTION  OF  PROPERTY.

Presently,  Organic  Soils  does not own any equipment or properties. Currently,
Organic  Soils  rents  its  office  located  at 300 West 54th Avenue, Suite 200,
Anchorage,  AK 99518 and pays approximately $3,000 a year in rent. Organic Soils
will  expand  its  offices  and  potentially move into a larger space as Organic
Soils'  business  expands.

ITEM  3.  LEGAL  PROCEEDINGS.

Our  company  is  not  a party in 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.


                                        5
<PAGE>

                                     PART II

ITEM  5.  MARKET  FOR  COMMON  EQUITY  AND  RELATED  STOCKHOLDER  MATTERS.

(a)     Market  Information

Our  common  stock  is  not  listed  on  any  exchange.

(b)     Holders

The number of shareholders of our common stock is  approximately 70 according to
our  transfer  agent.

(c)     Dividends

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.

(d)     Recent  Sales  of  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  selling  23,000  shares  at  $1.50 per share.


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

LIQUIDITY  AND  CAPITAL  RESOURCES

     At  December  31,  2002  the  Company  had total assets of $6,529.  Current
assets  consisted  of  $909  cash  on  hand,  $5,620  in  accounts  receivables.

     Total  current  liabilities  at December 31, 2002 were $22,655. Liabilities
consisted of $15,553 in accounts payable, $102 in accrued interest and $7,000 in
notes  payable

     .  As  there  is  no  assurance  the  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.

RESULTS  OF  OPERATIONS FOR THE PERIODS ENDED DECEMBER 31, 2002 AND DECEMBER 31,
2001.

For  the 12 months period ended December 31, 2002, the Company generated revenue
of  $917.  The  Company  had  expenses  of  $34,200,  resulting in a net loss of
$34,465.  Expenses  were  due  mainly  to  administrative  costs  in the form of


                                        6
<PAGE>

consulting,  professional, and officer's fees, and bad debts.  For the 12 months
period  ended  December  31,  2001, the Company generated $621.   For the period
ended  December 31, 2001 the Company had expenses of $39,059, resulting in a net
deficit  of  $39,226.

For  the  12  months  period  ended December 31, 2002, the Company had assets of
$6529  consisting  of  $909  cash in hand and receivables of $5,620.  For the 12
months  period  ended  December  31,  2001,  the  Company  had  assets of $9,292
consisting  of  $804  cash  in hand and receivables of $8,488.  The reduction in
cash assets for the year 2002 is attributable to expenses incurred in developing
operations  and  in  repaying  loans.

For  the  year  ended  December  31, 2002 the Company's liabilities consisted of
$15,553  in accounts payable, $102 in accrued interest, and $7,000 notes payable
for  total  liabilities  of $22,655. Liabilities for the year ended December 31,
2001  consisted  of  $11,064  in accounts payable, $789 in accrued interest, and
$13,600  notes  payable for total liabilities of $25,453. Again, the increase in
liabilities  is attributable to expenses incurred in expanding operations during
the  year  2001.


ITEM  7.  FINANCIAL  STATEMENTS.

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


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

None.


                                        7
<PAGE>

                                    PART III

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

(a)     Identification  of  Directors  and  Executive  Officers

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   53  President, Director and  December 2000
                   Secretary
</TABLE>

The  following  is  a  brief  biography  of  our  officers  and  directors.

RAY  L.  SMITH,  PRESIDENT,  DIRECTOR,  CEO (Age 53).  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 elected for a one year
term  until  December  31,  2002.

(b)     Significant  Employees

Not  applicable.

(c)     Family  Relationships

Not  applicable.

(d)     Involvement  in  Certain  Legal  Proceedings

Not  applicable.

COMPLIANCE  WITH  SECTION  16  (a)  OF  THE  EXCHANGE  ACT

Section 16(a) of the Securities Exchange Act of 1934 ("Section 16") requires our
officers,  directors  and  persons  who  own more than ten percent of our voting
securities to file reports of their ownership and changes in such ownership with
the  Securities  and  Exchange  Commission  (the  "Commission").  Commission
regulations also require that such persons provide us with copies of all Section
16  reports  they file. Based solely upon its review of such reports received by
us,  or  written representation from certain persons that they were not required
to  file  any  reports under Section 16, we believe that, during the fiscal year
ending  December  31,  2002,  our  officers and directors have complied with all
Section  16  filing  requirements.


                                        8
<PAGE>

ITEM  10.  EXECUTIVE  COMPENSATION

(a)     General

     Organic  Soils  does  not currently have any employment agreements with its
directors, officers, employees or key personnel. Boad 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.

                             EXECUTIVE COMPENSATION
                           SUMMARY COMPENSATION TABLE

     As  of  the  December  31,  2001, the executive compensation is as follows:

<TABLE>
<CAPTION>

                                              Annual  Compensation                   Long-term  Compensation
                                     -----------------------------------------  ------------------------------
                                                                                 Restricted    All
                                                                   Other         Stock         Other
Name and Principal     Fiscal        Salary        Bonus        Compensation     Awards        Compensation
Position                Year         $             $             $               $             $
<S>                   <C>           <C>           <C>           <C>             <C>           <C>

                             2001         0              0         $2,000(1)         0             0

Ray L. Smith
President & Director         2002         0              0                0          0             0
</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.

(c)  Option/SAR  grants  table

Not  Applicable.

(d)  Aggregated  option/SAR  exercises  and  fiscal  year-end  option  table

Not  Applicable.

(e)  Long-term  incentive  plan  ("LTIP")  awards  table

Not  Applicable.

(f)  Compensation  of  directors

Our  directors  received  no compensation for their services as directors during
the  year  ended  December  31,  2002.

(g)  Employment  contracts  and  termination of employment and change-in-control
arrangements


                                        9
<PAGE>

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.

(h)  Report  on  repricing  of  options/SARs

Not  Applicable.


ITEM  11.  SECURITY  OWNERSHIP  OF  CERTAIN  BENEFICIAL  OWNERS  AND MANAGEMENT.

The  following  table sets forth as of March 31, 2003, the number and percentage
of  the  2,323,000  shares  of  outstanding common stock which, according to the
information  supplied to the Company, were beneficially owned by (i) each person
who  is  currently a director of the Company, (ii) each executive officer, (iii)
all  current directors and executive officers of the Company as a group and (iv)
each  person  who,  to  the knowledge of the Company, is the beneficial owner of
more than 5% of the outstanding common stock. 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>

                                               Amount and Nature
                      Name and Address           of Beneficial     Percent
Title of Class       of Beneficial Owner           Ownership      of Class
--------------  -----------------------------  -----------------  ---------
<S>             <C>                            <C>                <C>
Common . . . .          Ray L. Smith                   1,990,000        86%
                300 East 54th Ave., Suite 202
                   Anchorage, AK  99518
</TABLE>

ITEM  12.  CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS.

As  of  year  ending  December  31,  2002  $1,365  was paid for reimbursement of
expenses  to  a  shareholder  who  provided  consulting services to the Company.
Services  include  clerical  support, rent, office supplies legal services, etc.

Ray  L.  Smith  is  also  a  majority shareholder of the company's current major
customer  APC Export, Inc.  The Company purchases the soil from APC Export, Inc


ITEM  13.  EXHIBITS  AND  REPORTS  ON  FORM  8-K.

REPORTS  ON  FORM  8-K

No  reports  on  Form 8-K were filed during the quarter ended December 31, 2002.


                                       10
<PAGE>

<TABLE>
<CAPTION>

EXHIBITS

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

          99.1  Certification of Chief Executive Officer and Chief
                Financial Officer pursuant to Attached Section 906
                of the Sarbanes-Oxley Act of 2002 . . . . . . . . .   Attached

          99.2  Organic Soils.com, Inc. Corporate Code of Ethics . .  Attached
</TABLE>

ITEM  14.  CONTROLS  AND  PROCEDURES

A review and evaluation was performed by the Company's management, including the
Company's  Chief  Executive  Officer  (the  "CEO"),  of the effectiveness of the
design and operation of the Company's disclosure controls and procedures as of a
date  within  90  days prior to the filing of this annual report.  Based on that
review  and  evaluation,  the  CEO  has  concluded  that  the  Company's current
disclosure controls and procedures, as designed and implemented, were effective.
There  have been no significant changes in the Company's internal controls or in
other  factors  that  could significantly affect the Company's internal controls
subsequent  to the date of their evaluation.  There were no significant material
weaknesses  identified  in  the  course  of  such  review  and  evaluation  and,
therefore,  no  corrective  measures  were  taken  by  the  Company.


                                       11
<PAGE>

                                   SIGNATURES

In  accordance  with  Section  13  or  15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.


                                   ORGANIC  SOILS.COM,  INC.
                                   (Registrant)


Date: April 14, 2003               By:/s/ RAY  L.  SMITH
                                   ---------------------------
                                   RAY  L.  SMITH,  President



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: April 14, 2003               By:/s/ RAY  L.  SMITH
                                   -----------------------------
                                   RAY  L.  SMITH,  President,
                                   Chief  Executive  Officer,
                                   Chief Financial Officer,
                                   President  &  Director


                                       12
<PAGE>

        CERTIFICATION PURSUANT TO RULE 13A-14 OR 15D-14 OF THE SECURITIES
           EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO SECTION 302 OF
                         THE SARBANES-OXLEY ACT OF 2002

I,  Ray L. Smith, President, Chief Executive Officer and Chief Financial Officer
of  Organic Soils.com, Inc.  certify  that:

1.   I  have  reviewed  this  annual report on Form 10-KSB of Organic Soils.com,
     Inc.  (the  "Registrant");

2.   Based  on  my  knowledge,  this  annual  report does not contain any untrue
     statement  of a material fact or omit to state a material fact necessary to
     make  the  statements  made, in light of the circumstances under which such
     statements  were made, not misleading with respect to the period covered by
     this  annual  report;

3.   Based  on  my  knowledge,  the  financial  statements,  and other financial
     information  included in this annual report, fairly present in all material
     respects  the  financial condition, results of operations and cash flows of
     the Registrant as of, and for, the periods presented in this annual report;

4.   I  am  responsible for establishing and maintaining disclosure controls and
     procedures  (as  defined  in  Exchange Act Rules 13a-14 and 15d-14) for the
     Registrant  and  have:

     a) designed such disclosure controls and procedures to ensure that material
     information  relating  to  the  Registrant,  is  made known to us by others
     within  those entities, particularly during the period in which this annual
     report  is  being  prepared;

     b)  evaluated the effectiveness of the Registrant's disclosure controls and
     procedures  as  of  a  date within 90 days prior to the filing date of this
     annual  report  (the  "Evaluation  Date");  and

     c)  presented  in this annual report my conclusions about the effectiveness
     of  the disclosure controls and procedures based on my evaluation as of the
     Evaluation  Date;

5.   I  have  disclosed, based on my most recent evaluation, to the Registrant's
     auditors  and  the  audit  committee of Registrant's board of directors (or
     persons  performing  the  equivalent  function):

     a)  all  significant  deficiencies  in  the design or operation of internal
     controls  which  could adversely affect the registrant's ability to record,
     process,  summarize  and  report financial data and have identified for the
     Registrant's  auditors  any  material  weaknesses in internal controls; and

     b)  any  fraud,  whether or not material, that involves management or other
     employees  who  have  a  significant  role  in  the  Registrant's  internal
     controls;  and

6.   I  have  indicated  in  this  annual  report  whether  or  not  there  were
     significant  changes  in  internal  controls or in other factors that could
     significantly  affect  internal  controls subsequent to the date of my most
     recent  evaluation,  including  any  corrective  actions  with  regard  to
     significant  deficiencies  and  material  weaknesses.

Date:  April  14,  2003
                                     /s/  Ray  L,  Smith
                                     -----------------------------------------
                                     Ray  L,  Smith
                                     President  and  Chief  Executive  Officer
                                     Chief Financial Officer


                                       13
<PAGE>

TO  THE  AUDIT  COMMITTEE
Organic  Soils.Com,  Inc.
Anchorage,  Alaska

INDEPENDENT  AUDITOR'S  REPORT

I  have  audited the accompanying balance sheet of Organic Soils.Com, Inc. as of
December  31,  2002,  2001  and  2000  and the related statements of operations,
stockholders' equity and cash flows for the years ending December 31, 2002, 2001
and  2000.  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 above present fairly, in all
material  respects,  the  financial  position  of  Organic Soils.Com, Inc. as of
December  31,  2002, 2001 and 2000, the results of operations the cash flows for
the years 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 6 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.



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

March  31,  2003


                                       14
<PAGE>

<TABLE>
<CAPTION>


                             ORGANIC SOILS.COM, INC
                                  BALANCE SHEET
                        DECEMBER 31, 2002, 2001 and 2000


                                                   2002        2001        2000
                                                ----------  ----------  ----------
<S>                                             <C>         <C>         <C>

ASSETS
----------------------------------------------

Current assets
Cash in bank . . . . . . . . . . . . . . . . .  $     909         804   $     626
Accounts receivable. . . . . . . . . . . . . .      5,620       8,488           0
                                                ----------  ----------  ----------

Total assets . . . . . . . . . . . . . . . . .  $   6,529       9,292         626
                                                ==========  ==========  ==========


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

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

Accounts payable . . . . . . . . . . . . . . .  $  15,553   $  11,064   $  10,261
Accrued interest . . . . . . . . . . . . . . .        102         789           0
Notes payable. . . . . . . . . . . . . . . . .      7,000      13,600           0
                                                ----------  ----------  ----------
Total liabilities. . . . . . . . . . . . . . .     22,655      25,453      10,261

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

Common stock, 50,000,000 shares authorized
at $.001 par 2,323,000 issued and outstanding.      2,323       2,300       2,267
Paid in capital. . . . . . . . . . . . . . . .    284,227     249,750     217,033
Deficit accumulated during development stage .   (302,676)   (268,211)   (228,985)
                                                ----------  ----------  ----------
Total shareholders' equity . . . . . . . . . .    (16,126)    (16,161)     (9,685)
                                                ----------  ----------  ----------

Total liabilities and shareholders' equity . .  $   6,529   $   9,292   $     576
                                                ==========  ==========  ==========
</TABLE>

    The accompanying notes are an integral part of these financial statements


                                       15
<PAGE>

<TABLE>
<CAPTION>


                          ORGANIC SOILS.COM
                       STATEMENT OF OPERATIONS
         FOR THE YEARS ENDED DECEMBER 31, 2002, 2001 and 2000


                                     2002         2001         2000
                                  -----------  -----------  ----------
<S>                               <C>          <C>          <C>

Revenue. . . . . . . . . . . . .  $      917   $      621   $   1,147


Expenses
Bank charges . . . . . . . . . .          57          218         112
Bad debts. . . . . . . . . . . .       3,268
Consulting fees. . . . . . . . .      22,526       27,415      89,177
Travel and entertainment . . . .       5,381        4,414       4,097
Office expenses. . . . . . . . .       1,817        2,539       3,386
Start up costs . . . . . . . . .                        0       1,655
Promotion. . . . . . . . . . . .                      487         377
License and permits. . . . . . .         436            0         114
Miscellaneous. . . . . . . . . .         369          122          89
Rent . . . . . . . . . . . . . .                    2,077       3,039
Options granted for services . .                        0      99,000
Stock issued for legal services.                        0      10,000
Money raising costs. . . . . . .                        0      17,950
Telephone. . . . . . . . . . . .         346        1,787         882
                                  -----------  -----------  ----------
Total expenses . . . . . . . . .      34,200       39,059     229,877
                                  -----------  -----------  ----------
Loss from operations . . . . . .     (33,283)     (38,438)   (228,730)

Other income and (expense)
Interest income. . . . . . . . .          26           11          45
Interest expense . . . . . . . .      (1,208)        (799)       (300)
                                  -----------  -----------  ----------
Total other income and (expense)      (1,182)        (788)       (255)
                                  -----------  -----------  ----------

Net loss . . . . . . . . . . . .  $  (34,465)  $  (39,226)  $(228,985)
                                  ===========  ===========  ==========

Loss per share
of common stock. . . . . . . . .  $    (0.01)  $    (0.02)  $   (0.51)
                                  ===========  ===========  ==========
Weighted average of shares
outstanding. . . . . . . . . . .   2,307,666    2,300,000     449,900
                                  ===========  ===========  ==========
</TABLE>

    The accompanying notes are an integral part of these financial statements


                                       16
<PAGE>

<TABLE>
<CAPTION>


                             ORGANIC SOILS.COM, INC
                        STATEMENT OF SHAREHOLDERS' EQUITY
              FOR THE YEARS ENDED DECEMBER 31, 2002, 2001 and 2000

                                          Paid in   Accumulated
                    Shares      Amount    Capital    Deficit       Total
                  ----------  ----------  --------  -----------  ----------
<S>               <C>         <C>         <C>       <C>          <C>
February . . . .    104,700   $     105   $ 24,725  $            $ 24,830
March. . . . . .      9,500          10      9,490                  9,500
April. . . . . .    103,000         103    102,847                102,950
May. . . . . . .      3,500           3      3,497                  3,500
June . . . . . .      5,100           5      5,095                  5,100
July . . . . . .      5,500           5      5,495                  5,500
August . . . . .      5,000           5      4,995                  5,000
September. . . .     30,000          30     29,970                 30,000
October. . . . .          0                                             0
November . . . .     12,500          12     12,488                 12,500
December . . . .  1,988,500       1,989     18,481                 20,470
Net loss . . . .                                     (228,985)   (228,985)
                  ----------  ----------  --------  -----------  ----------
December, 2000 .  2,267,300       2,267    217,083   (228,985)     (9,635)
                  ==========  ==========  ========  ===========  ==========

January, 2001. .     32,700          33     32,667                 32,700
Net loss . . . .                                      (39,226)    (39,226)
                  ----------  ----------  --------  -----------  ----------
December, 2001 .  2,300,000   $   2,300   $249,750  $(268,211)   $(16,161)
                  ==========  ==========  ========  ===========  ==========

August, 2002 IPO     23,000   $      23   $ 34,477  $            $ 34,500
Net Loss . . . .                                      (34,465)    (34,465)
                  ----------  ----------  --------  -----------  ----------
                  2,323,000   $   2,323   $284,227  $(302,676)   $(16,126)
                  ==========  ==========  ========  ===========  ==========
</TABLE>

    The accompanying notes are an integral part of these financial statements


                                       17
<PAGE>

<TABLE>
<CAPTION>


                     ORGANIC SOILS.COM, INC
                     STATEMENT OF CASH FLOWS
          FOR YEARS ENDED DECEMBER 31, 2002, 2001 and 2000

                                       2002       2001        2000
                                     ---------  ---------  ----------
<S>                                  <C>        <C>        <C>
CASH FLOWS FROM
OPERATING ACTIVITIES

Net loss. . . . . . . . . . . . . .  $(34,465)  $(39,226)  $(228,985)
Adjustments to reconcile net
income to net cash
provided by operating activities
Options for legal expenses. . . . .                    0      10,000
Options granted for services. . . .                    0      99,000
Increase in accounts receivable . .      2868     (8,488)          0
Increase in accrued interest. . . .      (687)       789           0
Increase in current liabilities . .      4489        803      10,261
                                     ---------  ---------  ----------
NET CASH PROVIDED BY
OPERATING ACTIVITIES. . . . . . . .   (27,795)   (46,122)   (109,724)

INVESTING ACTIVITIES

FINANCING ACTIVITIES
Sale of common stock. . . . . . . .    34,500     32,700     110,350
Short term borrowings . . . . . . .     7,000     15,600           0
Payments on short term borrowings .   (13,600)    (2,000)          0
                                     ---------  ---------  ----------

NET CASH REALIZED FROM
FINANCING ACTIVITIES. . . . . . . .    27,900     46,300     110,350
                                                           ----------

INCREASE ON CASH AND
 CASH
EQUIVALENTS . . . . . . . . . . . .       105        178         626
Cash at the beginning of the period       804        626           0
                                     ---------  ---------  ----------
CASH AT THE END OF THE.PERIOD . . .  $    909   $    804   $     626
                                                =========  ==========

Supplemental disclosures to the
statement of cash flows:
Interest paid during the year . . .  $  1,106   $     10         300
                                     =========  =========  ==========
</TABLE>

    The accompanying notes are an integral part of these financial statements


                                       18
<PAGE>

                            ORGANIC SOILS.COM, INC.
                          (A Development Stage Company)
                        NOTES TO THE FINANCIAL STATEMENTS
                        December 31, 2002, 2001 AND 2000

NOTE  1  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES

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

     Development Stage Company - Although the Company had sales during the prior
     -------------------------
     years,  it  was  a  development  stage company, as defined in the Financial
     Accounting  Standards Board No. 7. The Company devoted substantially all of
     its  efforts  in  funding  the  company  and attracting investors for major
     expansion.  During  the  year  ended  December 31, 2002 the Company started
     having  sufficient  operations  to  move  out  of  the  development  stage.

     Pervasiveness  of  estimates  -  The preparation of financial statements in
     ----------------------------
     conformity  with  generally  accepted  accounting  principles  requires
     management  to  make  estimates  and  assumptions  that affect the reported
     amounts  of  assets and liabilities and disclosure of contingent assets and
     liabilities  at  the  date  of  the  financial  statements and the reported
     amounts  of  revenues  and  expenses  during  the  reporting period. Actual
     results  could  differ  from  those  estimates.

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

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

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


                                       19
<PAGE>

                            ORGANIC SOILS.COM, INC.
                          (A Development Stage Company)
                        NOTES TO THE FINANCIAL STATEMENTS
                        December 31, 2002, 2001 AND 2000

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

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

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

     Revenue Recognition-Is recognized net of the 95% commission that is paid to
     -------------------
     the  affiliated  company  that  sells  the  Company  its  soil.

     Bad  debts-  The  company  recognizes  bad debts under the direct write-off
     ----------
     method.  During  the  year  ending  December  31, 2002 bad debt expense was
     $3,268.

NOTE  2    COMMON  STOCK

     Common  stock  -During  the  period ended December 31, 2000, pursuant to an
     -------------
     exemption  under Rule 504 of Regulation D of the Securities Act of 1933, as
     amended  (the  Act),  the  Company  sold  solely  to  accredited  and/or
     sophisticated  investors,  its  common stock. Each share has a par value of
     $.001  and  offered  to  the potential investors for $1.00 per share. There
     were  fifty-nine  different  transactions  to different investors raising a
     total  of  $107,300  during the year period ended December 31, 2000. During
     the  year  ended  December  31,  2001,  the  company  sold  to 12 different
     investors  32,700  shares  of  stock  raising  $32,700.  In August 2002 the
     Company  raised  $34,500  on  sale  of  23,000  shares  in  its initial IPO
     offering.

     Founder's  stock-At it's organizational meeting, the Company voted to offer
     ----------------
     to  the  founders  of  the  Company the opportunity to buy stock at the par
     value.  As  of December 31, 2000 2,050,000 shares were issued for the total
     amount  of  $2,050. One founder has yet to exercise the founder's shares as
     of  December  31,  2000.

NOTE 3  RELATED  PARTY  TRANSACTIONS

     During  the year ending December 31, 2001 the Company borrowed from related
     parties,  a  total  of  15,600 in short term borrowings for working capital
     purposes.  The  terms  of the borrowings are for one year notes carrying an
     interest  rate  of 12%. Two thousand of the borrowings were paid off during
     the  year.  For  year  ending  December  31, 2002 $13,600 plus interest was
     repaid  and  an  additional  $7,000  borrowed  prior  to  year-end.


                                       20
<PAGE>

                            ORGANIC SOILS.COM, INC.
                          (A Development Stage Company)
                        NOTES TO THE FINANCIAL STATEMENTS
                        December 31, 2002, 2001 AND 2000

NOTE 3  RELATED  PARTY  TRANSACTIONS  (Con't)

     On  January  20, 2000 the Company entered into an agreement with one of the
     founders  to  provide  services  in locating investors for the Company. The
     contract  calls for a total amount of $20,000 to be paid to the founder. As
     of  the  period  ending  December 31, 2000 there was a total of $15,200 was
     paid  against the contract. Also, the founder was paid an additional amount
     of  $1,680  for  certain  coping  and other costs incurred on behalf of the
     Company.  No  monies  were  paid  during  the  year  December  31,  2001.

     Various  founders  of  the  Company  have performed consulting services for
     which  the  Company  has  paid  them consulting fees as voted on during the
     organization  meeting.  For the period ending December 31, 2000 this amount
     paid to the founders amounted to $18,808. During the period ending December
     31,  2001  the  amount  was $15,425. As of year ending December 31, 2002 no
     consulting  services  were  paid to these founders, but $1,365 was paid for
     reimbursement  of expenses. 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  current  major customer. The Company purchases the soil from the
     company  controlled  by  these  founders.

NOTE 4  INCOME  TAXES

     The  benefit  for  income  taxes from operations consisted of the following
     components.  Current  tax  benefit  of  $104,500  resulting from a net loss
     before  income  taxes, and deferred tax expense $104,500 resulting from the
     valuation  allowance recorded against the deferred tax asset resulting from
     the  net  operating  loss.  The  change  in the valuation allowance for the
     period ending December 31, 2002 was $104,500 carryforward will expire 2020,
     2021  and  2022.

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


                                       21
<PAGE>

                            ORGANIC SOILS.COM, INC.
                          (A Development Stage Company)
                        NOTES TO THE FINANCIAL STATEMENTS
                        December 31, 2002, 2001 AND 2000

NOTE 5  STOCK  OPTIONS

     On  January 20, 2000 the Board of Directors voted to issue stock options to
     one  individual.  The  options  are  to be exercised at a price of $.01 per
     share.  There  were a total of 100,000 options to be exercised. All options
     were  exercised  on  April  4,  2000. The options were granted for services
     rendered.  The  financial  statements  request  a  compensation  expense of
     $99,000 for the difference between the exercise price and the fair value of
     the  options.



NOTE 6  GOING  CONCERN

     As  of December 31, 2002, the Company had a net loss since inception, which
     raises  substantial doubt about its ability to continue as a going concern.

     Management  entered  into an agreement with a company that is controlled by
     some  of  the founders of the Company to provide marketing and distribution
     services  for  the  company's  product  which is humus soil. Management has
     stepped  up marketing efforts and sales have increased over the year ending
     December 31, 2002 when management began developing its market and moved out
     of the development stage. There is a major market expansion being developed
     in  Las  Vegas  at the casinos and in the northern California wine country.

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


                                       22
<PAGE>