UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB

(Mark One)

             [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                                                            EXCHANGE ACT OF 1934
                                   For the fiscal year ended September 30, 2007

               [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
                                                            EXCHANGE ACT OF 1934
                                            For the transition period from  to
                                                   Commission file number 0-3338

                        ORGANIC SALES AND MARKETING, INC.

                 (Name of small business issuer in its charter)

Delaware                                    33-1069593
-------------------------------             ------------------------------------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)


114 Broadway                    Raynham, MA                     02767
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(Address of Principal executive offices)                        (Zip Code)

Issuer's telephone number (508) 823-1117
                          -------------------------------

Securities registered under Section 12(b) of the Exchange Act:

Title of each class            Name of each exchange on which to be registered


Common Stock                                            Over the Counter
-------------------------------                 -------------------------------

$.0001 par value                                         Bulletin Board
-------------------------------                 -------------------------------

Securities registered under Section 12(g) of the Exchange Act:


None
--------------------------------------------------------------------------------
                                (Title of class)

--------------------------------------------------------------------------------
                                (Title of class)

      Check  whether  the issuer is not  required  to file  reports  pursuant to
      Section 13 or 15(d) of the Exchange Act. [ ]

Note - Checking the box above will not relieve any  registrant  required to file
reports  pursuant  to  Section  13 or  15(d)  of the  Exchange  Act  from  their
obligations under those Sections.

            Persons  who  are to  respond  top  collection  of  the  information
            contained in this form are not  required to respond  unless the form
            displays a currently valid OMB control number.


<PAGE>

      Check  whether  the issuer (1) filed all  reports  required to be filed by
Section 13 or 15(d) of the  Exchange  Act during the past 12 months (or for such
shorter period that the  registrant was required to file such reports),  and (2)
has been subject to such filing  requirements  for the past 90 days.
Yes [X] No [ ]

      Check if there is no disclosure  of delinquent  filers in response to Item
405 of  Regulation  S-B  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. [ ]

            Indicate by check mark whether the registrant is a shell company (as
defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X]

            State issuer's revenues for its most recent fiscal year. $190,076

      State the  aggregate  market  value of the  voting and  non-voting  common
equity held by  non-affiliates  computed by  reference to the price at which the
common  equity  was sold,  or the  average  bid and asked  price of such  common
equity,  as of a specified date within the past 60. (See definition of affiliate
in Rule 12b02 of the Exchange Act.) No trading market; no sales in past 60 days.

Note:  If  determining  whether  a  person  is  an  affiliate  will  involve  an
unreasonable  effort and expense,  the issuer may calculate the aggregate market
value of the common  equity held by  non-affiliates  on the basis of  reasonable
assumptions, if the assumptions are stated.

     (ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)

      Check whether the issuer has filed all  documents and reports  required to
be filed by Section 12, 13 or 15(d) of the Exchange  Act after the  distribution
of securities under a plan confirmed by a court. Yes [ ] No [X]

                   (APPLICABLE ONLY TO CORPORATE REGISTRANTS)

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date. 5,388,569 shares of common stock

                       DOCUMENTS INCORPORATED BY REFERENCE

      If the following documents are incorporated by reference, briefly describe
them and identify the part of the Form 10-KSB (e.g., Part I, Part II, etc.) into
which the document is incorporated:  (1) any annual report to security  holders;
(2) any proxy or information statement; and (3) any prospectus filed pursuant to
Rule 424(b) or (c) of the Securities Act of 1933 ("Securities  Act"). The listed
documents should be clearly described for  identification  purposes (e.g. annual
report to security holders for fiscal year ended December 24, 1990). None

      Transitional Small Business Disclosure Format (Check one): Yes [ ] No [X]


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<PAGE>

ORGANIC SALES AND MARKETING, INC.
FORM 10-KSB
September 30, 2007

Table of Contents                                                           Page
-----------------                                                           ----
                                     Part I
                                     ------
Item 1.  Description of Business                                               4

Item 2.  Description of Property                                              14

Item 3.  Legal Proceedings                                                    14

Item 4.  Submission of Matters to a Vote of Security Holders                  14

                                     Part II
                                     -------

Item 5.  Market for Common Equity,  Related Stockholder Matters
         and Small Business Issuer                                            14

Item 6.  Management's  Discussion and Analysis of Financial
         Condition and Results of Operations; Plan of Operations              16

Item 7.  Financial Statements                                                 26

Item 8.  Changes in and Disagreement With Accountants
         on Accounting and Financial Disclosure                               26

Item 8A  Controls and Procedures                                              27

Item 8B  Other Information                                                    27

                                    Part III
                                    --------

Item 9   Directors, Executive Officers, Promoters and Control Persons;
         Compliance with Section 16(a) of the Exchange Act                    27

Item 10  Executive Compensation                                               31

Item 11  Security  Ownership  of  Certain  Beneficial  Owners
         and Management and Related Stockholder Matters                       31

Item 12  Certain Relationships and Related Transactions                       32

Item 13  Exhibits                                                             34

Item 14  Principal Accountant Fees and Services                               35

Signatures                                                                    36

Supplemental Information

Financial Statements                                                         F-1


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<PAGE>

                                     PART I

ITEM 1. DESCRIPTION OF BUSINESS

      (a)   Business Development

            1.    Form and Year of Organization.

Organic Sales and Marketing, Inc. (the "Company" or the "Registrant" or the
"Issuer") was incorporated in the State of Delaware as Garden Connections, Inc.
on August 23, 2003. On April 20, 2005, Garden Connections, Inc. changed its name
to Organic Sales and Marketing, Inc. Since inception, the Company has been
engaged in product development, sales and marketing of privately labeled
non-food organic products, and in obtaining initial financing. The initial
financing consisted of the sale of convertible debentures, notes and common
stock which yielded aggregate proceeds of $924,123 (See details following Note 1
to Selected Financial Data). The Company purchased the assets of Garden
Connections LLC, a Massachusetts limited liability company in September 2003.
The acquisition of the assets of Garden Connections LLC took the form of an
exchange agreement whereby all of the outstanding common stock of the Company
was exchanged for all of the interests of the respective partners of Garden
Connections, LLC. There were several reasons for the exchange; namely that the
management of Garden Connections, LLC was desirous of adopting a name that would
better describe the business plan. Furthermore, the Company could not function
as an LLC if its securities were to be publicly held. The exchange rate whereby
the partners of the LLC received shares of the Company's common stock was
arbitrary and not at arms length. It should be noted that the officers and
directors of the Company as a group beneficially own 68.98% of the Company's
outstanding common stock and as a result, can control the operations of the
Company.

            2.    Any bankruptcy, Receivership or Similar Proceeding. Not
                  Applicable

            3.    Any Material Reclassification, Merger, Consolidation, or
                  Purchase or Sale of a Significant Amount of Assets Not in the
                  Ordinary Course of Business. Not Applicable

      (b)   Business of Issuer

      The Company is a sales and marketing company that specializes in private
      labeling of non-food organic products developed and manufactured by other
      companies who do not have the marketing skills or means to market and sell
      their products. We believe that we are able to bring their products to
      multiple markets through the internet, radio and our established
      distribution network consisting of independent representatives and
      distributors. Through our two hour weekly radio garden talk show and
      affiliation with recognized national communication networks, including
      Clear Channel, Citadel, and Entercom, we believe that we can generate
      market interest and sales in organic and natural product alternatives,
      interest in and knowledge of the importance of organics, and information
      regarding where to purchase these related products.

      The Company uses the services of well established and experienced sales
      organizations to introduce, promote, and sell its newly designed non-food
      organic-based product lines on a commission basis. Initial sales of our
      organic-based cleaners have recently begun. The Company recently launched
      its organic-based funeral industry product line through magazine
      advertising, tradeshows and industry specific sales representative
      organizations. The Company has also recently finalized a licensing
      agreement with Nevr-Dull in order to offer our organic-based cleaners to
      their worldwide clientele pursuant to a royalty arrangement.

      The Company also has established itself as a franchised vendor for Fisher
      Scientific for future sales of our industrial organic-based cleaners
      through Fisher Scientific's website and their well respected national
      sales organization A major product launch is planned for early January to
      introduce our organic based cleaners to their sales organization. They are
      a major international medical instrument distributor. On October 31, 2007
      Registrant and Fisher Scientific Company L.L.C. ("Fisher") signed an
      agreement that designates Fisher as our sole United States "National
      Laboratory Distributor" for our commercially branded product line through
      December 31, 2008. This exclusivity will be reviewed annually and awarded
      based on meeting mutually agreed upon non-binding targets. The target for
      the first year of the contract will be $150,000 in sales at cost. Fisher
      will order products by placing purchase orders, and Registrant will fill
      those orders as set forth in the agreement. In ordering the products,
      Fisher will have no


                                       4
<PAGE>

      minimum order requirement; nor does it make any annual minimum purchasing
      commitment. Following the initial term, the agreement will automatically
      renew for successive twelve month periods unless either party gives ninety
      days written notice of intent not to renew. Fisher Scientific already
      carries nine of the Company's industrial cleaners in three different sizes
      in their international catalog and will now actively sell them through
      their national sales organization.

      Initial orders have been received from our Funeral Industry product launch
      and Brian Fine, our independent sales representative in IL, OH and MI has
      agreed to promote and sell the product line. Our intention is to continue
      expand this product into additional states by adding more Rep
      Organizations and trade association magazine advertising. There are no
      assurances, however, that the Funeral Organix product line will gain
      acceptance in other jurisdictions.

      The Company is currently shipping its household organic-based cleaning
      products to 110 Hannaford Supermarkets stores in the New England and
      Florida markets. The Company has also been shipping product to Shaw's
      Supermarkets (130 stores with a separate in-aisle display) through Zach's
      Distributors in Rhode Island and Roche Brothers and other smaller
      supermarkets through Bozzuto Bros Distributors in Connecticut. The Company
      is also a listed vendor and is actively selling cleaning products to
      United Natural Foods Inc., the leading organic and national distributor in
      the country supplying such outlets as Whole Foods, Stop & Shop, Tops and
      Giant Supermarkets and independent grocery and health food stores. In
      addition, the Company has recently begun shipping product to Albertson's
      Supermarkets in Florida. There is no assurance that meaningful orders from
      these outlets will continue or increase.

      The Company is also planning to sell its line of organic fertilizers. We
      are negotiating a formal agreement with Land O'Lakes Purina Feed
      Organization ("Land O'Lakes"), a division of Land O'Lakes, Inc. and our
      two companies are moving forward in furtherance of our expected
      arrangement. The Company hopes to private label a line of organic
      fertilizers produced, manufactured, and shipped by Land O'Lakes. We have
      designed labels and bags for these products based on our discussions with
      Land O'Lakes. We are preparing prototype bags which will bear the
      Company's Mother Nature's Cuisine labels and contain bilingual
      instructions. We have met with representatives of a national home
      improvement chain and received a very favorable reception. We are planning
      to test-market our fertilizer products in the spring of 2008.

      These products would be ready to market in the next few months in order to
      be ready for sales in the first half of calendar 2008. The Company will
      also seek to market these fertilizers to grocery stores and major lawn and
      garden outlets. The intrigue and attraction of these items is that they
      are plant based fertilizers, rather than animal waste.

      The above discussion of possible marketing arrangements with Land O'Lakes
      reflects strategies that, so far have been talked about and to some extent
      are the subject of correspondence between both companies. To date,
      however, the terms of such a business relationship have not been finalized
      by the parties.

      A new rubberized mulch product, made from recycled tires has been
      laboratory tested and shown to have multiple and favorable applications in
      various industries, such as pre-school playgrounds, green buildings,
      commercial and residential landscapes. The Company hopes to market this
      new product starting sometime in the next six months. Orders have already
      been received for this product in several Agway garden center stores
      through our independent rep organization that focuses specifically on the
      garden center channel. There is no assurance however, that significant
      orders from retail outlets will commence. It will ultimately depend on
      customer demand.

      The Company plans to concentrate its marketing efforts solely in the
      rapidly growing non-food organic field. The Company believes that
      consumers are being drawn to organic products by a growing desire for
      fewer chemicals and additives in their everyday lives. However, there can
      be no assurance that this trend will translate into sales and profits for
      the Company.

      The Company believes that the organic industry, consisting of food and
      non-food products, is one of the fastest growing segments of our economy.
      The 2007 Manufacturer Survey prepared by Nutrition Business Journal on
      behalf of the Organic Trade Association showed that in 2006 $17.7 billion
      was spent on food and non-food organic products, an increase of 21% over
      the previous year. Based on reported consumer usage patterns, future
      shopping and other trended data, the survey projects that industry sales
      could reach $28.3 billion by 2009. Organic non-foods had consumer sales of
      $938 million in 2006, a growth of 26% for that year. Compared to organic
      foods, which is one of the fast growing market segments within the food
      industry, organic non-food products are still emerging as a


                                       5
<PAGE>

      category and sales are anticipated to grow anywhere from 16% - 40% each
      year through 2010, according to Organic Trade Association Forecasting
      Survey 2007. Wal-Mart's recent decision to vigorously enter the organic
      marketplace along with other major companies who likewise decide to become
      "greener" could cause industry sales to rise even more dramatically than
      anticipated.

      The Company believes non-food organic products will participate in the
      anticipated industry growth. The Company specializes in the more rapidly
      growing non-food organic areas, such as private label premium fertilizers
      and consumer and industrial cleaners where profit margins are
      substantially greater. There can be no assurance that this trend will
      continue or that our products will follow the overall organic upward
      trend. The Company has established important outsourcing manufacturing and
      marketing relationships with Land O'Lakes; North Eastern Sales Solutions,
      a major independent grocery store sales representative organization in the
      New England area and Northeast Garden Group, an independent garden center
      sales representative based in Connecticut. The Company also currently has
      a verbal working agreement with Land O'Lakes Purina Feed Organization as
      described above. The Company anticipates that a formal contract will be
      forthcoming within a few months following the date of this report but
      there can be no assurances to that effect. At this point, the essential
      terms are still under discussion.

      We have a five year agreement with North Eastern Sales Solutions plus an
      automatic year to year renewal, unless terminated by either party. The
      commission rate for products sold is 5% percent in the New England area
      and  2% percent if sold outside that area. There is also a provision to
      mutually agree upon granting stock options to North Eastern Sales Solution
      based on volume sold.

      The Company also has a five year agreement with automatic year to year
      renewals with North East Garden Group LLC covering sales of Garden Guys
      Products including plants, fertilizers, cleaning products and other
      products mutually agreed upon in the New England area. The commission rate
      is five 5% percent plus a provision to mutually agree to stock option
      grants based on the volume of sales.

      The Company's successful weekly radio show, the "Garden Guys" broadcasts
      over seven stations (WHJJ, WXLM, WBSM, WGIR, WCIN, WGIP and WRKO). The
      Company's President and host of the "Garden Guys" show, Sam Jeffries, is
      now heard weekly on WRKO, a popular talk radio station in Boston, MA,
      covering a large radio audience throughout New England. On January 3,
      2008, the Company signed a two-year agreement with WRKO to broadcast the
      "Garden Guys" show live every Sunday to commence on February 3, 2008
      through February 6, 2010. The Company has plans to expand the two-hour
      weekly radio show into other regional markets, as well, through its
      current relationships with Clear Channel, Citadel, and Entercom networks.

      The Company's optimism regarding its relationships with the networks
      listed above is based on several factors:

      o     The "Garden Guys" show has received positive feedback and its format
            is easily replicated in other regions.

      o     As a brokered program, we pay for our air time which would likely
            make the networks receptive to our expansion.

      o     We maintain creative control so that the show continues to be
            informative, educational and fun.

      o     We have existing working relationships with Clear Channel, Citadel
            and Entercom, and Sam Jeffries, in particular, is well respected and
            known to many decision makers in the radio community. The "Garden
            Guys" ratings continue to increase and radio stations tend to air a
            winner.

      The timing and location of future stations will depend on whether the
      defined territories are or will become available and at what cost to the
      Company. There are no assurances that additional stations can or will be
      secured. At present there are no binding agreements providing for such
      expansion.

      The Company generates brand awareness and consumer loyalty for a growing
      array of selective non-food organic products by educating the consumer,
      and acts as a distributor and marketer for the retailers that carry our
      products. The Company intends to capitalize on the growing interest in
      organics in several different markets with the intention of using the
      radio to increase awareness as to why organic products offer healthy
      alternatives without sacrificing expected results.


                                       6
<PAGE>

      The Company's business purpose is to establish an extensive portfolio of
      quality non-food organic and natural products developed and made by
      manufacturers, having multiple applications in many industries, by
      developing strategic marketing relationships with those manufacturers who
      lack the financial strength or marketing acumen to sell and take advantage
      of their own products. This type of marketing relationship begins with
      making the public aware of the product and/or the brand through the radio
      or other media such as the internet on our websites and then arranging
      with independent distributors or representatives to promote the product
      with their retail customer outlets.

      It must be emphasized that although the Company is very excited about its
      product lines and its prospects for entry into a rapidly growing industry,
      it must be considered to be in a development stage. The purchase of the
      Company's securities carries a significant risk. The Company has not had
      substantial revenues from operations and has not yet been profitable.
      While it has built important relationships with such major companies as
      Fisher Scientific, Land O'Lakes, Citadel, Clear Communications, Entercom
      and United Natural Foods, Inc that could ultimately prove valuable, the
      outlook remains uncertain in the absence of the receipt of substantial
      orders. Although the Company believes its overhead to be low based on its
      business plan, there can be no assurance that it will continue to find
      sources of working capital even after it attains a breakeven level. It
      should also be noted that the Company's auditors have included a "going
      concern" qualification in their opinion (see "Financial Statements").

            1.    Principal Products and Services and Their Markets

      Currently the major non-food organic products that the Company is selling
      are organic-based cleaners, which include stain remover, odor control,
      glass cleaner, floor cleaner, degreaser, concrete cleaner, eyeglass
      cleaner, jewelry cleaner, surface prep and glue cleaner, rubber mulch,
      solely utilizing outside independent sales professionals, as well as
      organic insecticide-fungicide, organic soy candles and fertilizers. Since
      the Company sells only non-food organic products, the shelf-life of its
      products can be in excess of one year or more, depending upon storage and
      climatic conditions. The Company uses a proprietary blend of organic
      compounds in its organic products which are non-toxic, biodegradable and
      safe for use around children and pets.

      The Company receives revenues through different methods: (1) it currently
      receives a small percentage of the gross sales of a manufacturer's product
      by acting as a distributor, (2) it receives marketing dollars through our
      endorsement program of plants from select growers, that are sold in garden
      centers by independent sales groups, (3) sales of product from our
      www.garden-guys.com website, (4) products sold directly by the Company or
      by independent reps who work with us to sell to other distributors who
      then sell to retail stores or co-ops, (5) products sold to retail stores
      directly by us or by independent reps who are contracted by us, (6)
      re-selling our organic products to other companies and industries who wish
      to private label or license our products, (7) lectures to garden clubs,
      civic organizations and other associations, and (8) the sales of
      advertising inventory (commercial spots) attained by the Company through
      its negotiations with the various radio stations.

      Organic Fertilizer Market:

      The Company is focusing marketing efforts on organic fertilizers, a
      rapidly growing segment of the fertilizer industry. In our opinion,
      industry-wide organic fertilizer sales have risen so rapidly in the last
      three years that they have commanded a premium price in the marketplace.
      Accordingly, we foresee some of our greatest growth over the next 3-5
      years to potentially be in this arena.

      By letter dated November 14, 2006 we were notified that we have been
      selected by Land O'Lakes Purina Feed Organization to act as their private
      label, fertilizer marketer, starting in the Spring of 2007. A strong
      marketing focus will be on the major home and garden retail chains such as
      Home Depot, Lowe's and Agway, which Land O'Lakes Purina Feed Organization
      does not presently supply internally. The Company will be receiving from
      Land O'Lakes Purina Feed Organization a complete line of fertilizers, as
      jointly formulated, designed and marketed by us under our newly applied
      for Mother Natures Cuisine trademark and existing trademark Garden Guys
      brands. Under the arrangement, Land O'Lakes Purina Feed Organization will
      also assist in product registration for each state, manufacturing,
      logistics, and distribution. They will also provide sales and marketing
      expertise for the Company, when needed. Under the Company's' trademarks,
      the organic fertilizers will be sold retail, with the estimated sales
      price range of eighteen to twenty-five dollars for a 40lb bag. Other size
      bags will also be available. The Company believes this will potentially
      lead to major sales, as it is to be introduced into the 35 billion dollar
      lawn and garden


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<PAGE>

      market reported by the National Gardening Association in its Garden Market
      Research newsletter. There is no assurance however, that actual orders
      will commence. It will depend entirely on customer demand.

      Plans under discussion call for Land O'Lakes Purina Feed Organization to
      become a prime advertiser on our weekly radio show, as well as on the
      anticipated new stations we hope to add. A planned radio campaign began in
      the spring of 2007 and has been ongoing, with Land O'Lakes Purina Feed
      Organization as one of the advertisers. In addition to our Dragonfly
      Organix brand, Land O'Lakes Purina Feed Organization will also advertise
      their own brand of Bradfield Organics fertilizers, whose market is
      strictly geared to their existing independent channel and does not compete
      in the markets we will be pursuing. There is no written commitment for
      Land O'Lakes to buy time on our radio show. It has been the subject of
      discussions and may not actually come to pass.

      Organic Based Household Cleaner Market:

      Another area which the Company believes holds considerable promise is the
      consumer cleaner market. As with the rise in organic food sales, due
      primarily to the growing education of how toxic chemicals can have a
      direct or indirect impact on human health; we believe that that momentum
      will continue to grow with that of non-food organic products, which may
      pose similar health hazards and risks. Our weekly radio show allows us the
      opportunity to educate consumers about these potential hidden risks and
      the branded products (including our own), that offer healthy alternatives
      to chemical cleaners, and then integrate those stores who share the same
      philosophy. While currently at 938 million dollars annually, according to
      the Organic Trade Association this category grew by 26% in 2006.

      Jewelry, Modeling, and Bead Markets:

      We are currently supplying two of the major distributors, Paul Gesswein &
      Company, Inc. in Connecticut and Fire Mountain Gems & Beads, Inc., in
      Grant Pass, Oregon, in these trade areas, each of which does over 100
      million dollars in annual sales with their extensive customer base. Their
      customers are some of the major retail jewelry and bead shops in the
      industry, including Zales and other distributors within the trade. The
      Company anticipates that a constant advertising presence in
      industry-related magazines will help to create brand awareness, which
      could translate into sales growth for our Glitz Jewelry Shiner and ODX
      Surface Cleaner products in these markets. There is no assurance, however,
      that these markets will develop for our products.

      Funeral Industry & Medical Examiners Market:

      The Company is currently supplying its Funeral Organix product line to
      Funeral Homes across the country and has in the recent past sold product
      to the local Medical Examiners office. This class of trade has an upside
      potential because there is a need for cleaners and deodorizers due to the
      large amounts of chemicals used by this profession on a daily basis. The
      Company is being represented by an independent salesman covering Illinois.
      Ohio and Michigan, to promote and sell our Funeral Organix, "From the
      Earth, To the Earth" brand, which the Company has developed. Preliminary
      data indicates a strong willingness by the industry to replace their
      chemical products with ones that are organic and environmentally friendly.
      Marketing plans call for a full product roll-out in the spring of 2008
      using trade magazine advertising and an expanded network of independent
      sales representatives. . There is no assurance that these markets will
      develop significantly for our products. This depends entirely upon product
      quality and consumer acceptance.

      According to Funeral Directors Association (FDA) statistics, there are
      21,528 funeral homes nationwide, and 51% of new funeral directors entering
      the profession today are women. An adjunct industry to this one would be
      the ambulance industry, which has similar issues and problems with the use
      of chemicals.

      Municipalities and Waste Disposal Markets:

      We have discovered through outside testing that the Company's Odor
      Eliminator product has a desired effect for both groups, due to the
      various odor problems they encounter on a daily basis. Testing is ongoing;
      however the Massachusetts Bay Transit Authority ("MBTA") has made small
      purchases of our product and has had success in treating the odor problem
      in the transit system. We see this and other related industrial products
      in our existing and growing portfolio of products, to have numerous
      applications in industries such as nursing homes, waste


                                       8
<PAGE>

      management, fishing industry, industrial kitchens, daycare-Montessori,
      hospice-home care and kennels. There is no assurance that these markets
      will develop for our products. This will depend upon product quality and
      consumer acceptance.

      The Company is capitalizing on the growing interest and desire among
      consumers for environment-friendly products. To do this, we have developed
      strategic marketing relationships with manufacturers that offer "green"
      alternatives to some of the traditional, chemical-intensive products that
      are currently being used in various industries. The Company hopes to be
      the dominant leader in the non-food organic industry, so we are
      aggressively working with several manufacturing companies to further
      develop and perfect our growing line of non-food organic product
      offerings. With the assistance of another company we are developing a
      rubber tire mulch product which has definite ecological benefits.

      The last four plus years have been spent establishing what the Company
      believes to be a strong, solid foundation needed to support the next phase
      in our business plan. Non-food organic products are growing in demand. The
      Company's' products are targeted to sophisticated, environmentally aware
      companies and consumers in various markets. The Company believes that
      strategic affiliations which have been developed with well-established
      manufacturers and sales and marketing companies, including the marketing,
      expertise and reach of Land O'Lakes Purina Feed Organization; could
      possibly pave the way for our non-food organic products to eventually
      become available in many retail outlets throughout the country.

      These strategic marketing affiliations have resulted in contracts with
      North Eastern Sales Solutions and Northeast Garden Group LLC. They have
      led to contract negotiations with Land O'Lakes Purina Feed Organization
      and a licensing agreement with George Basch Co., a manufacturer, and a
      licensing agreement with worldwide distributor Nevr-Dull Metal Polish. In
      addition, nine of our industrial cleaning products are now listed in the
      Fisher Scientific international catalog through which orders can be placed
      directly by customers of Fisher Scientific pursuant to the agreement
      described above. There can be no guarantees that this will continue or
      that it will result in meaningful sales.

            2.    Distribution

      Our sales, marketing and promotional efforts are accomplished through the
      following:

      o     Radio Show

      o     Radio Advertising

      o     E-Commerce Website

      o     Interactive Website with on-line forum room for gardeners

      o     Industry-related Magazines and Newspapers

      o     Face-to-face Client and Prospect Meetings

      o     Sales Brochures and Product Samples

      o     Point-of-Sale and End Cap Displays

      o     Trade Shows

      o     Membership in Trade Organizations

      o     Garden Clubs

      o     E-mail and Direct Mailings

      o     Telemarketing

      o     Strategic Marketing Alliances

      o     Cooperative Advertising


                                       9
<PAGE>

      We are now able to bring our products from manufacturer to consumer with
      limited financial exposure. We have the added advantage of being able to
      market our products not only through our independent marketing associates,
      but through our own radio programs, with a recognized growing interest in
      organics. The Garden Guys(R) ensure that brand awareness reaches the
      consumer through the radio. This creates a multi-faceted, multi-revenue
      channel model for the Company. Moreover, we hope to add new strategically
      selected radio personalities and stations to our Garden Guys(R) radio
      family over the next several years with a reach that goes beyond the New
      England area. Because of the knowledge we have obtained of how the
      communications industry works, as a result of the Garden Guys(R) radio
      talk show, we believe that this is a very attainable goal. Currently, we
      are on six stations, four of which are Clear Channel stations, one of the
      largest networks in the country with over 1000 stations nationwide. With
      the addition of WRKO the number of stations in which the Company has
      on-air presence is seven. We intend to try to open additional stations as
      geographic areas open up to our products. There is no set schedule at this
      time. Although there can be no assurance, we believe we will be able to
      establish such additional stations by reason of our present relationships
      with Clear Channel, Citadel, and Entercom.

      We have executed and delivered major distribution contracts with North
      Eastern Sales Solutions, a major independent sales and marketing
      organization to represent our organic products to retail pharmaceutical
      and supermarket chains such as CVS, Rite-Aid, Shaw's Supermarkets,
      Hannaford Supermarkets, Stop & Shop, Tops, Giant Roche Brothers and other
      fine supermarket chains in the northeast, and North East Garden Group,
      another major independent sales and marketing company to represent our
      organic products to retail outlets like Agway and other independent garden
      centers, also in the northeast. In addition, we are currently negotiating
      several other distribution contracts with manufacturers, distributors and
      retailers in the horticulture, jewelry, funeral and quilting industries
      and a licensing agreement for an organic line of industrial metal polish.

      The Company's successful weekly radio show, the "Garden Guys" broadcasts
      over seven stations (WHJJ, WXLM, WBSM, WGIR, WCIN, WGIPand WRKO).The
      Company's President and host of the "Garden Guys" show, Sam Jeffries, is
      now heard weekly on WRKO, a popular talk radio station in Boston,
      Massachusetts, covering a large radio audience throughout New England. On
      January 3, 2008, the Company signed a two-year agreement with WRKO to
      broadcast the "Garden Guys" show live every Sunday to commence on February
      3, 2008 through February 6, 2010. The Company has plans to expand the
      two-hour weekly radio show into other markets. To further satisfy the
      broadbased appeal of the show, we are also pleased to announce that the
      addition of a Garden Gal to our terrific line-up of broadcast
      personalities. Through its current relationships with Clear Channel,
      Citadel, and Entercom networks the Company hopes to expand the show to
      additional stations. All these contracts are automatically renewable and
      the respective stations have agreed to promote the program with
      promotional announcements, print ads, billboard placement, and on their
      respective websites.

            3.    Status of Any Publicly Announced New Products or Services

      Currently the Company has a portfolio of approximately twenty-five items,
      all of which are Private Label Products, and six License Name Brands which
      are presently available or will be available in 2008 from the
      manufacturers. The Company will be able to market its products not only
      through its distributors and independent sales organizations but through
      the Garden Guys(R) radio show which provides a viable channel through the
      creation of brand awareness on the part of the consumer and a growing
      interest in organics. Management believes these non-food organic products
      will attract both male and female consumers looking to avoid the health
      risks and implications that have been found in non-organic or synthetic
      compounds. Management believes this is a promising trend which is
      supported by numerous articles and surveys which have been conducted.

      All of these products are manufactured for the Company under its our own
      specifications without any research and development costs being incurred
      since the manufacturers with whom we have existing relationships have
      already done the R&D. We achieve the benefits of their research by finding
      niche markets for these products, creating our own labels, and
      implementing a sales program by which to bring these products to market.
      We hope to continue to expand revenues without the need for an in-house
      sales force. The foregoing arrangement greatly limits the Company's
      financial exposure:

            o     No research and development costs

            o     No manufacturing facilities and related costs


                                       10
<PAGE>

            o     Lower inventory costs and warehousing costs

            o     Limited employees and staff

            4.    Competition

      According to the Organic Trade Association, a leading organic association
      publication, organic non-foods had consumer sales of $938 million in 2006,
      a growth of 26% for that year. Organic non-food products are still
      emerging as a category and sales are anticipated to grow anywhere from 16%
      - 40% each year through 2010, according to Organic Trade Association
      Forecasting Survey 2007. The Company believes its' largest competitors are
      privately-owned Seventh Generation, located in New Hampshire, Clorox and
      Imus' Greening the Cleaning. Seventh Generation, we believe, compete with
      us on a very limited basis in the retail grocery store market due to the
      high cost of entry (slotting fees) and the high cost of advertising,
      which, as stated above, is one of the Company's significant strengths.

      Because the organic cleaner market is relatively small in comparison to
      the total organic market, it is a fragmented market, ready for
      development. Seventh Generation, Inc., Clorox, and Imus' Greening the
      Cleaning, are about the only known competitors we presently have, although
      they are not heavily involved in the primary markets that we look to serve
      to date. In the absence of a leader, one will emerge, and the Company has
      strategically positioned itself to take advantage of that opportunity.
      Management believes, and early indications support its belief, that the
      Company's products will be accepted into the marketplace due to their
      unique qualities and eye catching packaging coupled with extensive radio
      support.

      Competition in lawn and garden organic product sales in New England and
      the East Coast, however, is much greater. These markets are large and can
      support many companies offering these and similar organic products. We are
      unique in that we offer a service (the radio program) in addition to a
      product. We do not know of another company that does this. However, many
      of the companies that make up the competition in this market are better
      financed, more experienced, have more recognizable or established brand
      names, have better control over their manufacturing and distribution
      process, have a longer history of servicing the retail industry and may be
      better positioned to control sales to large retail outlets and, as a
      result, to realize a dominant or substantial market share.

      The market for cleaning and garden products is highly competitive.
      Although our products are organic and therefore distinguishable from most
      other more established brands, which do contain chemicals, it is possible
      that many consumers neither care about that fact, nor understand its
      significance. There are a number of other established providers that have
      greater resources, including more extensive research and development,
      marketing and capital than we do and also have greater name recognition
      and market presence. These competitors could reduce their prices and
      thereby decrease the demand for our products and technologies. We expect
      competition to intensify in the future, which could also result in price
      reductions, fewer customers and lower gross profit margins.

      Access to retail outlets may be restricted due to pre-existing agreements
      that prohibit retailers from selling our products, or retailers may
      require substantial payments for shelf space which is beyond the Company's
      financial capabilities. Such payments are common in the retail industry,
      but historically, the Company has been successful in mitigating these
      costs due to the uniqueness of our products. In the future our existing
      retailers may require such payments in order for us to continue to sell
      through them and new retail outlets may require payments to sell our
      product. It must be emphasized that our lack of revenues and somewhat
      limited financial resources could have a serious impact on our ability to
      execute our business plan.

            5.    The Sources and Availability of Raw Materials

      The Company is not dependent on any raw materials. All products which are
      sold and marketed by the Company are manufactured by our manufacturing
      clients. Although we believe we can secure other suppliers, we expect that
      the deterioration or cessation of any relationship would have a material
      adverse effect, at least temporarily, until new relationships are
      satisfactorily in place.

      We also run the risk of manufacturer price increases and component
      shortages. Competition for products or materials in short supply can be
      intense, and we may not be able to compete effectively against other
      purchasers


                                       11
<PAGE>

      who have higher volume requirements or more established relationships.
      Even if manufacturers have adequate supplies of components, they may be
      unreliable in meeting delivery schedules, experience their own financial
      difficulties, provide components of inadequate quality or provide them at
      prices which reduce our profit. Any problems with our third-party
      suppliers can be expected to have a material adverse effect on our
      financial condition, business, results of operations and continued growth
      prospects. Our principal suppliers are:

         Abott-Action, Inc.                 -        Shipping Materials
         Enzyme Solutions, Inc.             -        Organic Liquid Concentrates
         Key Container, Corp.               -        Shipping Materials
         Lightning Labels Inc.              -        Bottle Labels
         Macaran Printed Products, Inc.     -        Bottle Labels
         Organica Biotech, Inc.             -        Organic Liquid Concentrates
         Webco Chemical Corp.               -        Liquid Fulfillment
         Zuckerman-Honickman, Inc.          -        Bottles and Sprayers

            6.    Dependence on a Single or Few Customers

      The Company currently has several customers. It has developed and is
      currently developing multiple strategic alliances with several
      distributors and independent sales organizations. The Company does not
      anticipate that it will be dependent on a single customer or small group
      of customers.

            7.    The Importance of Patents, Trademarks, Licenses, Franchises
                  and Concessions Held

      To protect its rights to its intellectual property, the Company relies on
      a combination of trademark and copyright law, patents, trade secret
      protection, confidentiality agreements, and other contractual arrangements
      with its employees, affiliates, clients, strategic partners, and others.
      The protective steps it has taken may be inadequate to deter
      misappropriation of the Company's proprietary information. The Company may
      be unable to detect the unauthorized use of, or take appropriate steps to
      enforce its intellectual property rights. The Company has registered
      certain of its trademarks in the United States and has pending U.S.
      applications for other trademarks and patents.

      Effective trademark, copyright, patent, and trade secret protection may
      not be available in every country in which it offers or intends to offer
      its products or services. In addition, although The Company believes that
      its proprietary rights do not infringe on the intellectual property rights
      of others, other parties may assert infringement claims against the
      Company or claims that we have violated a patent or infringed a copyright,
      trademark, or other proprietary right belonging to them. Such claims, even
      if not meritorious, could result in the expenditure of significant time
      and money on our part which could materially adversely affect the
      Company's business, results of operations, and financial condition.

      The Company incorporates certain licensed third-party technology in some
      if its services. In these license agreements, the licensors have generally
      agreed to defend, indemnify, and hold the Company harmless with respect to
      any claim by a third party that the licensed software infringes any patent
      or other proprietary right. The Company cannot assure that these
      provisions will be adequate to protect it from infringement claims. The
      loss or inability to obtain or maintain any of these technology licenses
      could result in delays in introduction of new services.

      The Company has trademark protection for its "Garden Guys Down to Earth Up
      to Date"TM trademark. In addition, the Company has applied to the US
      Patent and Trademark Office for trade mark protection for its "Dragonfly
      Organix from the Earth to the World"TM brand-name trade mark, "Mother
      Natures Cuisine(TM) Feed your Land from Mother Nature" brand name trade
      mark, and the picture of the "Plate with Garden Hand Fork and Hand Trowel
      with Gingham Placemat" trade dress. Final action on these applications is
      pending subject to publication in the Official Gazette.

            8.    Government Approval

      Government approval is required for some of the Company's current
      products. The initial approval process is generally obtained by the
      manufacturer. The Company does not believe that the approval process will
      have a material impact on its business growth.


                                       12
<PAGE>

            9.    Effect of Any Existing or Proposed Government Regulations

      Other than normal government regulation that any business encounters, the
      Company's business is not significantly affected by any government
      regulations. As a publicly held company, we do have extensive
      responsibilities and expenses to assure compliance with federal and state
      securities regulation.

            10.   Research and Development Costs

      The cost of Research and Development is borne initially by the
      manufacturer and built into our manufacturing expense. Since the Company
      began operations in August 2003 it has spent over one million dollars on
      market research and development of its markets. The revenues of the
      Company will be primarily from strategic alliances as described above.
      Revenues generated, while paying indirectly for research and technology
      costs accrued to date, will fund the operations of the Company, which
      includes funding any ongoing research and development.

            11.   Cost and Effects of Compliance With Environmental Laws and
                  Regulations

      The Company is not involved in a business which involves the use of
      materials in a manufacturing stage where such materials are likely to
      result in the violation of any potential environmental rules and/or
      regulations. Further, the Company does not own any real property which
      would lead to potential liability as a land owner. Therefore, the Company
      does not anticipate that there will be any costs associated with
      compliance with environmental laws and regulations.

            12.   Employees

      As of the date hereof, the Company employs 4 full-time employees and 2
      part-time employees. The Company hires independent contractors on an "as
      needed" basis only. It has no collective bargaining agreements with its
      employees. The Company believes that its employee relationships are
      satisfactory. In the long term, we will attempt to hire additional
      employees as needed based on our growth rate.

      We will be dependent on our current management team for the foreseeable
      future. The loss of the services of any member of this management group
      would have a material adverse effect on our operations and prospects. Our
      success will be dependent to a substantial degree on Sam Jeffries and
      other key management personnel. CEO Sam Jeffries' continued involvement is
      particularly critical. In the event he became unavailable, it would have a
      material adverse effect on operations. At this time, we have no employment
      agreement nor have we obtained "key man" insurance policies on Sam
      Jeffries or anyone else. The expansion of our business will be largely
      contingent on our ability to attract and retain additional qualified
      personnel, as needed, for the management team. There is no assurance that
      we can find suitable management personnel or will have the financial
      resources to attract or retain such people, if found.

            13.   Cautionary Statement on Forward Looking Statements

      Certain statements in this Report constitute "forward - looking
      statements" within the meaning of Section 27A of the Securities Act of
      1933 and Section 21E of the Securities and Exchange Act of 1934.
      Management believes such statements to be relevant to an assessment and
      understanding of our results of operations and financial condition, which
      are based upon our financial statements prepared in accordance with
      generally accepted accounting principles in the USA. The discussion should
      be read in conjunction with our financial statements and notes thereto,
      appearing in this report.

      The preparation of these financial statements requires us to make
      estimates and judgments that may affect the reported amount of assets and
      liabilities, revenues and expenses, and the related disclosure of such
      contingent assets and liabilities at the date of our financial statements.
      As a development stage company ,actual results may substantially differ
      from these estimates under different assumptions and conditions.

      This report also contains forward-looking statements that involve risks
      and uncertainties, which may include statements about our:


                                       13
<PAGE>

            o     Business strategy

            o     Expansion of our manufacturing capabilities

            o     Plans for entering into collaborative agreements

            o     Anticipated sources of funds to finance our operations
                  following the date of this report

            o     Plans, objectives, expectations and intentions contained in
                  this report that are not historical fact

      The following words and financial projections contain figures related to
      plans, expectations, future hoped-for results, performance, events or
      other matters that are "forward-looking statements". When used in the
      section describing our Plan of Operations, words such as "estimate",
      "project", "intend", "expect", "anticipate", and other similar expressions
      are intended to be forward-looking statements. Such statements involve
      numerous risks and uncertainties, including, but not limited to, the
      science of organics, the development of the Company's products, markets
      for those products, timing and level of customer orders, competitive
      products and pricing, changes in economic conditions and other risks and
      uncertainties. Actual results, performance and events are likely to differ
      and may differ materially and adversely. Investors are cautioned not to
      place undue reliance on these forward looking statements which are often
      no more than Management's expression of its expectations. The Company
      undertakes no obligation to release or deliver to investors, revisions to
      these forward-looking statements to reflect events or circumstances after
      the date of this report, the occurrence of unanticipated events or other
      matters that may occur in the future.

      ITEM  2. DESCRIPTION OF PROPERTY

      The Company is in a "tenant at will" agreement with Leo S. Arcand (Lessor)
      of 114 Broadway, Raynham, MA. The premises encompass the North side of a
      one story, commercial, wood building with approximately 500 square feet of
      office space. The monthly lease payment is $600.00 per month. It is
      located in an area that has easy access to major highways. Products are
      received and shipped by contract carriers.

      The Company also leases storage space at two locations. The cleaning
      bottle inventory including concentrate, bottles, sprayers, labels and
      cartons is stored at our fulfillment house, Webco Chemical in Dudley,
      Massachusetts. The storage and picking is performed as a function of
      bottling and the Company is not separately charged for storage. We utilize
      about 7,500 sq. ft. of space. We do not have a warehouse agreement with
      Webco.

      The Company's dry gardening products, including organic fertilizers are
      stored at a facility in North Smithfield, Rhode Island. It is owned by
      Banneker Industries and we utilize about 600 sq. ft. for which we pay $.80
      per square foot with a minimum charge of $500 per month. The arrangement
      runs to January 31, 2008. Banneker charges us separately for picking.

      ITEM  3. LEGAL PROCEEDINGS

      We are not presently a party to any material litigation.

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

      No matters were submitted to a vote of our shareholders during the fourth
      quarter of fiscal 2007.

                                     PART II
                                     -------

      ITEM  5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

            (a)   Market Information. The Company's common stock is not traded
                  on any stock exchange or on the over-the-counter market. The
                  Company is not aware of any market activity in its stock since
                  its inception through the date of this filing.


                                       14
<PAGE>

            (b)   Holders. As of December 20, 2007, there are 158 record holders
                  of 5,388,569 shares of the Company's common stock.

            (c)   Dividends. The Company has not paid any cash dividends to date
                  and does not anticipate or contemplate paying dividends in the
                  foreseeable future. It is the present intention of management
                  to utilize all available funds for the development of the
                  Company's business.

            (d)   Sales of unregistered securities.

      On August 27, 2003 we issued 150,000 restricted shares to Leonard B. Colt,
      Jr. pursuant to a consultant agreement for services rendered to us in
      connection with the administration of our business and the sales and
      marketing of our products. Also, on July 26, 2006 we issued 6,938
      restricted shares in payment of a $2,500 Convertible Debenture Note issued
      to him for cash plus accrued interest thereon at the exercise price of
      $.42 per share.

      On August 27, 2003 we issued 850,000 restricted shares to Jerry Adelstein
      pursuant to a consulting agreement for services rendered and in payment of
      $9,178 cash loans made by him to the Company. In addition there were
      issued to Mr. Adelstein a series of non-interest bearing convertible notes
      for cash loans made by him from March 2004 to March 2006 in the amount of
      $188,218. These notes were converted at the conversion price of $.42 per
      share to 488,065 restricted shares of common stock in January of 2007.

      On August 27, 2003 we issued 250,000 restricted shares to Joanne Anderson
      for services rendered in revising and updating our web site, logo's,
      labels, packaging design, product development and advertising. Also, on
      July 26, 2006 we issued to her and her husband, Howard Anderson, as joint
      tenants 6,940 restricted shares in payment of our $2,500. 6% Convertible
      Debenture issued to them for a cash loan accrued interest thereon at the
      conversion price of $.42 per share.

      On May 4, 2005 we issued 25,000 restricted shares of common stock to
      Stephen F. McCarthy pursuant to a Separation Agreement between Mr.
      McCarthy and the Company. In addition to the issuance of the common stock,
      the Company forgave an indebtedness of $16,059 he owed to the Company.

      On December 21, 2006 we issued 14,003 shares of common stock to Robert
      Adelstein, an accredited investor, upon his conversion of our $5,000
      Convertible Promissory Note dated June 24, 2004 issued for a cash loan at
      the exercise price of $.42 per share in payment of the principal balance
      and accrued interest thereon.

      On December 21, 2006 we issued 27,896 shares of common stock to Vincent
      Innone, an accredited investor, upon his conversion of our $10,000 7%
      Convertible Note dated March 25, 2004 issued for a cash loan at the
      exercise price of $.42 per share in payment of the principal balance and
      accrued interest thereon.

      The Company's shares were issued in reliance upon the exemption afforded
      by Section 4(2) of the Securities Act of 1933 ("Securities Act"). No
      commissions were paid for the issuance of such shares. All of the above
      issuances of shares of our common stock qualified for exemption under
      Section 4(2) of the Securities Act since the issuance of such shares by us
      did not involve a public offering. Each of the accredited investors is a
      sophisticated investor and had access to information normally provided in
      a prospectus regarding us. The transactions were not a "public offering"
      due to the limited number of persons involved, size of the transactions,
      manner of the offering, restricted nature of the shares and number of
      shares offered, among other factors. We did not undertake an offering in
      which we sold a high number of shares to a large number of investors. In
      addition, our offerees are believed to have had the necessary investment
      intent and all subscribers received share certificates bearing a legend
      stating that such shares may not be resold except pursuant to a valid
      exemption under the Securities Act. These restrictions ensure that these
      shares would not be immediately redistributed into the market and were
      therefore not part of a "public offering". Based on an analysis of the
      above factors, we believe we have met the criteria to qualify for
      exemption under Section 4(2) of the Securities Act for the above
      transactions.

      Commencing January 3, 2006, the Company conducted an offering of 1,258,244
      shares of its common stock for the aggregate of $1,000,000 at prices not
      exceeding $1.00 per share, to accredited investors in reliance upon the
      exemption pursuant to Rule 504 of Regulation D of the Securities Act, and
      to holders of the Company's 6% Convertible Debentures, as well as, to the
      holders of its convertible promissory notes at the conversion exercise
      price of $.42 per share.


                                       15
<PAGE>

      The Company now has reason to believe that the Rule 504 exemption may not
      be applicable to the shares sold in this manner because we were a
      "reporting company" for a portion of the offering period. Nevertheless, it
      is our position that the sales were exempt transactions under the
      securities act and that resales in conformity with Rule 144 of the Act may
      be made after the shareholder has satisfied the prescribed holding period.
      This offering was also registered by qualification pursuant to Section
      49:3-61 of the New Jersey Uniform Securities Laws (1997) and pursuant to
      Section 35(e) of the New York General Business Law. As of December 20,
      2007 the Company had issued shares of its common stock for cash at $1.00
      per share to accredited investors and had issued 880,476 additional shares
      to convert a total of $328,218 of debt and $41,582 of related interest on
      the debt. As of the date of this report, the offering is complete and the
      Company has sold 999,500 shares of its common stock for cash proceeds of
      $999,500.

            (e)   Description of Securities.

            (i)   Common Stock

      The Company is authorized by its Certificate of Incorporation to issue an
      aggregate of 100,000,000 shares of capital stock, of which 100,000,000 are
      shares of Common Stock, par value $.0001 per share (the "Common Stock").

      The following is a summary description of our capital stock and certain
      provisions of our certificate of incorporation and by-laws, copies of
      which have been incorporated by reference as exhibits to this report. The
      following discussion is qualified in its entirety by reference to such
      exhibits.

      All common shares are equal to each other with respect to voting and
      dividend rights and are equal to each other with respect to liquidation
      rights. Special meetings may be called by the Board of Directors or by any
      officer instructed by the directors to call the meeting. The shareholders
      have no right to call special meetings. Holders of common shares are
      entitled to one vote any meeting of the shareholders for each common share
      they own as of the record date fixed by the Board of Directors. At any
      meeting of shareholders, a majority of the outstanding common shares
      represented at the meeting will govern, even if this is substantially less
      than a majority of the common shares outstanding. Directors are elected by
      a plurality of votes. Holders of shares are entitled to receive such
      dividends as may be declared by the Board of Directors out of funds
      legally available therefore, and on liquidation are entitled to
      participate pro rata in a distribution of assets available for such a
      distribution to shareholders. There are no conversion, pre-emptive or
      other subscription of assets available for such a distribution to
      shareholders. The shares do not have cumulative voting rights, which means
      that the holders of more than fifty percent of the common shares voting
      for election of directors may elect all the directors, if they choose to
      do so. In such event, the holders of the remaining shares aggregating less
      than fifty will not be able to elect directors.

      This description of certain matters relating to the securities of the
      Company is a summary and is qualified in its entirety by the provisions of
      the Company's Certificate of Incorporation and By-Laws, copies of which
      have been filed as exhibits to this Form 10-KSB.

            (ii)  Debt Securities. None

            (iii) Securities To Be Registered. None


      ITEM  6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
               RESULTS OF OPERATIONS

                        A.    Plan Of Operations

      Since its inception in August 2003, the Company has been involved in the
      development and acquisition of a wide variety of organic-based products to
      be initially sold to retail supermarkets, convenience stores, colleges,
      universities, laboratories, national pharmacies, lawn and garden centers
      and the funeral industry. In addition, new markets being pursued include
      costume jewelry, sporting goods, optical, hobby and craft, health and
      beauty, footwear, automotive, cigar catalog houses, the quilting industry
      and boating.


                                       16
<PAGE>

      The Company searches out small companies that have excellent organic
      products, and through our own private label, seeks to bring them to market
      at the retail, wholesale or internet level.

      The Company has a limited operating history on which to evaluate its
      prospects. The risks, expenses and difficulties encountered by a startup
      company must be considered when evaluating the Company's prospects. The
      Company's plan of operating for the next twelve months is to further
      develop its product line while continuing to seek strategic alliances with
      manufacturers, retail outlets, sales representatives and distributors.
      Management believes that its existing funds in combination with funds
      sought to be raised in a contemplated minimum of $2.5 Million of an equity
      offering and combined with revenues generated by its operations will be
      sufficient to fund operations for more than the next 36 months. However,
      there is no guarantee that the Company will be able to raise sufficient
      capital. In addition, estimates of costs to develop products, to market
      them and to seek strategic alliances with manufacturers and distributors
      might be low. The operating expenses cannot be predicted with certainty.
      They will depend on several factors, including, but not limited to,
      marketing expenses, acceptance of the Company's products in the market and
      competition for such products. Management has no firm basis for projecting
      the increase in revenue required to sustain operations as anticipated
      above. Such assumptions are based almost entirely on the valuable
      relationships that the Company has forged which it believes will translate
      into operating revenues. It is stressed that these assumptions are not at
      all based on firm commitments from customers or on other tangible
      evidence.

      The Company currently is in the process of acquiring, developing and
      introducing its products to the market. It has acquired and developed
      approximately 25 different organic non-food products. It has already
      received and is fulfilling orders for its new Dragonfly OrganixTM Organic-
      based cleaners from Shaws Supermarkets (150 stores), Hannaford
      Supermarkets (110 stores), Stop & Shop Supermarkets (50 stores), Tops
      Supermarket (20 stores), Giant Supermarkets (55 stores), Roche Bros
      Supermarkets (7 stores) and Albertson's of Florida (210 stores). The
      Company anticipates that it will be able to launch its organic fertilizer
      products in the spring of 2008 under its Mother Natures CuisineTM and/or
      Garden Guys private label. While the Company believes that it will
      accomplish this goal, if it cannot raise additional working capital, the
      probability of the Company meeting that timetable will be adversely
      affected.

      The Company is in the process of rolling out its product line to an
      expanding customer base. Over the course of 2008, sales may be expected to
      ratchet themselves up as new customers come on board and reorders start to
      come in. The Company lost about ($850,000) in calendar 2007. While cash
      flow from operations was about ($750,000). In 2008 the Company projects a
      loss of ($250,000) and negative cash flow from operations of ($150,000).

      We will continue to use the radio as the primary source for marketing our
      products. Sam Jeffries, the Company's President, hosts a two-hour Sunday
      morning garden talk radio show. Using this vehicle we tell customers why
      they should consider organic alternatives, how they should use organic
      products and where they can buy them. Since the Company pays for the air
      time, we also receive an inventory of commercials that will be partially
      used to educate consumers and let them know where to buy the products, as
      well as selling commercials to help offset the cost of the radio expense.

      As previously noted, the Company has strategic relationships established
      with key sales representative and distributor organizations in the markets
      that we service and has developed very strong relationships with several
      vendors for the fulfillment of our organic liquid and fertilizer product
      lines. The Company plans to vigorously pursue strategic relationships that
      enhance its ability to deliver quality products at reasonable prices.

      To cover any anticipated cash shortfalls, the Company collected $575,000
      in fiscal 2007, from the now completed January 3, 2006 private stock
      offering. In addition, we continue to negotiate additional short-term
      bridge loan financing, which the Company projects will be in place by
      February, 2008.

      The Company's projected Plan of Operations for calendar year 2008 consists
      of the following: (000's omitted)


                                       17
<PAGE>

                                                              Year 2008
                                                              ---------
Revenues                                                         $3,000
Margin                                                              900
Selling, General and Administrative Expense                       1,140
Other (Income)/Expense                                               10
Net Profit/(Loss) Before Taxes                                   ($ 250)
-------------------------------

            The Company continues to rely heavily on invested capital and
      short-term debt. We had expected to complete a short-term bridge loan
      financing of $500,000 by the end of 2007. Actually, $332,000 has been
      raised through the end of the year and an additional $125,000 has been
      committed. We expect to complete the $500,000 financing by February, 2008.
      The Company continues to seek additional financing of about $2.5 million.
      If operating revenues increase as expected, the additional $2.5 million
      would leave us with sufficient working capital for 2010. On the other
      hand, if we are only able to raise $1 million and sales do not increase
      significantly, the Company would likely exhaust its resources in early
      2009.

      1.    Revenue Projections

      Other than purchase orders that we have received in fiscal 2007 totaling
      $190,000, there are no firm commitments as to future revenues. In some
      cases, grocery store slotting fees have been paid which guarantees us
      space on their shelves for a year; however, there is still no guarantee
      that the product will sell. That is why we have made a heavy commitment to
      advertising and promotion to enhance product recognition and encourage
      reorders.

      Our 2008 projections were made on an industry-by-industry basis with 65%
      of our projected revenues coming from a combination of Grocery,
      Convenience and College Book Stores. The other 35% is expected to come
      from our new association with Fisher Scientific. In preparing our
      projections we identified customers that we are currently shipping, those
      whom we are about to start shipping and those who have indicated a desire
      to carry our products, at some point during 2008.

      For each of these groupings we believe we conservatively estimated when we
      would begin doing business, how many stores we would be shipping to, how
      many cases of our product each store would buy and how often in each year
      they would purchase the product.

      Based upon this formula, we were able to estimate how many cases would be
      sold each month and how much the projected dollar revenue would represent
      on a monthly, quarterly and annual basis.

      2.    Expense Projections

      Costs of sales were projected based upon the amount of product being sold
      and the extensive by product costs we had developed. As volume increases
      it is expected that costs will go down as a function of better quantity
      purchases. Our projections do not, however, take these cost reductions
      into consideration.

      General and Administrative costs (on an annualized basis) were maintained
      at no more than 15% of sales to keep our overhead costs at a bare minimum.
      In fiscal 2007, these costs included legal, accounting and consulting fees
      of $258,000.

      Marketing and Selling expenses were projected at 23% of revenues. If
      revenues are higher than projected, more of the additional revenues will
      be reinvested in further marketing and selling activities. If revenues
      come in lower than projected, analysis will be done to determine why and,
      if appropriate, marketing and selling expenses will be reduced or
      redirected. These expenses include, but are not limited to, radio show
      costs, website maintenance and development, advertising allowances,
      display cases, trade show participation and print media advertising. In
      fiscal 2007, these costs were $267,000.

      We believe that we have developed a careful, well-thought out business
      plan based upon educated assumptions using the most current data available
      to us. Because we are still in the early stages of our growth, there is,
      of course,


                                       18
<PAGE>

      no guarantee as to how much or how often existing or new customers will
      buy from us. Barring a significant miss (>50%) in our projections,
      however, we believe that our business plan contains enough flexibility to
      weather unforeseen delays in the generation of revenues by being able to
      modify expenses and other spending, as required.

      There is no assurance that the Company's actual operations will reflect
      the above projections. Market conditions, competition, the ability to
      raise capital and all other risks associated with the operation of a
      business could adversely impact upon the Company achieving the above
      projections. This section contains forward-looking statements that involve
      risks and uncertainties, such as statements of the Company's plans,
      objectives, expectations and intentions. The cautionary statements made in
      this document should be read as being applicable to all related
      forward-looking statements wherever they appear.

      The Company anticipates that in order to fulfill its plan of operations,
      it will need to attract additional key supermarket chains throughout the
      US to accept and sell its household organic cleaning products. To this end
      the Company has received and filled orders and re-orders during the
      current fiscal year (ie. October 2006 through September, 2007) aggregating
      approximately $190,000 from recognized chains such as Hannaford
      Supermarkets, Shaws Supermarkets, Stop & Shop, Tops, Giant and others. In
      addition, the Company has entered into an agreement with an established
      sales representative organization, North Eastern Sales Solutions, to
      represent its cleaning products, as well as other products, in New England
      supermarkets, drug, convenience and mass merchant trade retail outlets.
      Their clients include, among others, Hannaford, Shaws, Stop and Shop
      Supermarkets and CVS Pharmacies.

      The Company must have the capability of producing and delivering its
      cleaning products in sufficient volume or quantities and in a timely
      manner to fulfill orders. To this end the Company has utilized on an order
      by order basis a fulfillment company, Webco Chemical Co., located in
      Dudley, Massachusetts which it believes has the capacity and ability to
      handle its requirements and more, over the next three years. Their
      function is to take the ingredients in concentrated form, add water, fill
      the bottles, label them, fill the cartons and ship the order to the
      customer.

      In addition, the Company anticipates that it will need to continue to seek
      financing from outside sources as it expects our operating expenses to
      increase as a result of the planned expansion into 2008, 2009.and beyond
      In order to provide this necessary additional financing, the Company
      intends to commence a private placement of securities seeking at least
      $2.5 million in early 2008. We have no basis for predicting the success of
      such an offering.

      3.    Risks Related To Our Business And Operations

      o     Economic or industry-wide factors relevant to the Company:
            Should consumer interest in "organic" or "natural" products diminish
      or even discontinue (which is unlikely in the Company's' opinion), the
      industry and the Company could be adversely impacted. Should there be a
      natural disaster, for example, garden product sales business could
      likewise be adversely impacted by extreme weather conditions throughout
      each area of the United States. Should there be a shortage of suppliers in
      enzyme technology which is the make-up of some of the products; the
      Company could be adversely impacted. A slower than anticipated roll-out of
      products to customers due to such external factors would materially affect
      the Company's ability to realize a profit and to yield a positive cash
      flow from operations as quickly as we expect.

      o     Material opportunities, challenges:
            Should the suppliers not be able to deliver in the quantities the
      Company needs at any given time in order to supply the orders, this too
      would have an adverse effect on the sales and commitments. Should the
      contract manufacturer not be able to deliver the finished goods in a
      timely manner, or should they suffer any type of physical plant disaster
      or labor strikes or shortages, it would adversely impact the Company's'
      business. Challenges will be incurred as more and more companies enter
      into the same or similar market(s) which competitors may be more heavily
      financed than is the Company.

      o     Risks in short and long term and the actions we are taking to
            address them:
            Undercapitalization could impose growth restraints on the Company so
      as not to be able to enter other markets and regions as planned. If Sam
      Jeffries were not able to host the weekly talk show, this could impact the
      education and promotions done on a weekly basis which are considered
      essential to our prospects.


                                       19
<PAGE>

            The Company is currently completing a bridge loan on its own,
      recently closed out an equity offering on its own, and intends to commence
      a private placement of its securities in early 2008. The success of this
      offering is deemed critical; yet there can be no assuring of its success.

            Should Sam Jeffries not be able to produce the radio show, the
      present co-hosts could produce and conduct the show. In addition, the
      Company has added Jim Zoppo, a well respected, well known horticulturist
      in his own right, as a feature to our show which has expanded the audience
      reach into central Massachusetts, southern Maine and southern New
      Hampshire in conjunction with our financial commitment with WRKO. Jim will
      assist in promotion of any or all of the Company's products each week on
      his own garden talk radio show. The Company also anticipates that in order
      to reach a national audience it can franchise the Garden Guys concept
      throughout the country and have local talk shows discussing lawn and
      gardening techniques and problems indigenous to each local area.

            o     Risks of Development Stage Company
                  We have just begun generating operating revenues. If we are
            unable to sustain and increase operating revenues, we will not be
            able to generate profits and our business may fail.

            o     Reliance on Investment Funds
                  We just recently started to receive cash from customer sales
            but, for the most part, have relied upon external funding sources;
            primarily equity capital. While we believe that, with continuing
            cash from customer sales, we should realize adequate funds to
            permit us to become self-sufficient by the end of 2009, we will
            continue to require additional capital, which can only come from
            investors. If such capital is required and we are unable to obtain
            it from outside sources, we may be forced to reduce our level of
            operations and business failure is a possibility.

            o     Reliance on Management Team
                  As stated above, the Company relies heavily upon a small team
            of full-time officers and consultants. It has no "key man" insurance
            that would compensate us in the event a critical member of the
            management group became unavailable for any length of time. Sam
            Jeffries' continued involvement is deemed especially critical to our
            marketing effort. The loss of Sam Jeffries or one of several key
            officers or consultants could have a material adverse impact on the
            Company's chances for success. At present, key man insurance
            coverage is being investigated and appears to be unaffordable.

            4.    Risks Related to Ownership of Our Stock


            o     Absence of Trading Market
                  There is currently no public trading market for our common
            stock. That means that our shareholders have no liquidity and should
            expect to continue to hold the Company's shares for the foreseeable
            future. A broker-dealer registered with the Securities and Exchange
            Commission has filed the necessary application to initiate a trading
            market on the Over the Counter Electronic Bulletin Board. However,
            there can be no assurance that an active trading market will
            develop. Even if our shares begin to trade publicly, there is a
            substantial "overhang" of outstanding shares that would be eligible
            for sale under Rule 144. Such sales, if they were to occur, could
            tend to suppress the market value of our shares for some time.

            o     No Dividends in Foreseeable Future
                  Our board of directors determines whether to pay cash
            dividends on our issued and outstanding shares. Such determination
            will depend upon our future earnings, our capital requirements, our
            financial condition and other relevant factors. Our board does not
            intend to declare any dividends on our shares for the foreseeable
            future. We anticipate retaining any earnings to finance the growth
            of our business and for general corporate purposes.

            o     Provisions of our Certificate of Incorporation, By-laws and
                  Delaware Law
                  Provisions of our Certificate of Incorporation, By-laws and
            Delaware law may make it more difficult for someone to acquire
            control of us or for our stockholders to remove existing management,
            and might discourage


                                       20
<PAGE>

            a third party from offering to acquire us, even if a change in
            control or in management would be beneficial to our stockholders.
            For example, our Certificate of Incorporation allows us to issue
            different series of shares of common stock without any vote or
            further action by our stockholders and our Board of Directors has
            the authority to fix and determine the relative rights and
            preferences of such series of common stock. As a result, our Board
            of Directors could authorize the issuance of a series of common
            stock that would grant to holders the preferred right to our assets
            upon liquidation, the right to receive dividend payments before
            dividends are distributed to the holders of other common stock and
            the right to the redemption of the shares, together with a premium,
            prior to the redemption of other series of our common stock.


                        B.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                              CONDITION AND RESULTS OF OPERATIONS

      The Company financed its expenditures since its inception primarily
      through private placements for cash of 6% convertible debentures and
      convertible promissory notes totaling $328,215 and a $1,000,000 common
      stock offering commencing on January 3, 2006. Of the 1,258,244 shares of
      stock offered, 442,917 were allocated to the convertible debenture holders
      and convertible promissory note holders at a conversion price of $.42 per
      share and 815,327 shares of common stock were made available to other
      accredited investors at $1.00 per share.

      As of the date of this report, the private placement commenced on January
      3, 2006 is complete and an aggregate of $999,500 has been received from
      investors.

                             Selected Financial Data
                        Organic Sales and Marketing, Inc.
                          (A Development Stage Company)

                 For the Years Ended September 30, 2007 and 2006

                             Statement of Operations

                                                Twelve Months    Twelve Months
                                                   Ended             Ended
                                                September 30,     September 30,
                                                    2007              2006
                                                -------------     -------------
Revenues                                           $  190,076            50,111
Margin                                                 96,117             8,151
Compensation Costs                                      4,166            16,667
Selling, General and Administrative Expense           908,403           292,361
Other Income/(Expense)                                 (8,101)         (263,130)
                                                   ----------        ----------
Profit/(Loss) Before Taxes                         $ (824,553)       $ (564,007)
                                                   ==========        ==========
Loss per share-Basic and Diluted                   $    (0.16)       $    (0.15)
                                                   ==========        ==========
Weighted Average Number of Shares                   5,037,031         3,784,827
                                                   ==========        ==========


                                 Balance Sheets


                                       21
<PAGE>

                                                Twelve Months    Twelve Months
                                                   Ended             Ended
                                                September 30,     September 30,
                                                    2007              2006
                                                -------------     -------------
Cash                                               $  193,341        $  226,322
Accounts Receivable                                    30,602             6,081
Inventories                                           111,304            29,174
Fixed Assets                                           12,752             2,711
Other Assets                                              200               200
Prepaid Expense                                        18,893                -0-
                                                   ----------        ----------
TOTAL ASSETS                                       $  367,092        $  264,488
                                                   ==========        ==========
LIABILITIES
Accounts Payable                                   $  239,811        $   83,953
Accrued Expenses                                      123,827            68,335
Notes Payable-Current                                 209,026            67,319
Note Payable-Long Term                                     -0-            7,058
                                                   ----------        ----------
TOTAL LIABILITIES                                  $  572,664        $  226,665

STOCKHOLDERS EQUITY/(DEFICIT)
Common Stock (Note 1)                              $      539        $      481
Additional Paid in Capital                          1,898,410         1,321,475
Prepaid Expenses                                           -0-           (4,166)
Accumulated (Deficit)                              (2,104,521)       (1,279,967)
                                                   ----------        ----------
TOTAL STOCKHOLDERS EQUITY/(DEFICIT)                 $(205,572)       $   37,823
TOTAL LIABILITIES AND STOCKHOLDERS
       EQUITY/(DEFICIT)                             $ 367,092        $  264,488
                                                   ==========        ==========
Note 1:
Common Stock, $.0001 par value, 100,000,000 shares authorized, 5,388, 569;
4,811,576 shares issued and outstanding respectively.

      The Company is a development stage company and did not generate any
      significant operating revenues from its inception on August 23, 2003 to
      September 30, 2007. The Company is currently focusing its efforts on
      developing and acquiring quality organic products and establishing a large
      viable distribution network for these products. While there is no
      assurance, the Company anticipates that by developing quality products and
      establishing a broad distribution network, it will be in a position to
      receive substantial revenues in the future.

      From its inception, the Company has incurred costs associated with the
      development and launching of its products, probable markets and business.
      The Company has established brand names, consumer recognition and interest
      in organics through private labels, the internet and radio and established
      a distribution network which would increase the quality and marketability
      of the Company's products. The Company's products have commenced
      generating revenues during 2007.

      The Company financed its expenditures through private placements of its
      securities. It raised $125,000 between August and December of 2003 from
      the private placement of its 6% Convertible Debentures. There also were
      issued two 6% convertible promissory notes to two individual accredited
      investors in the aggregate amount of $15,000 (one note for $10,000 and the
      other for $5,000). In addition there was issued a series of non-interest
      bearing convertible notes to a director of the Company from March 2004 to
      March 2006 in the aggregate amount of $188,218. All the debentures and
      notes were issued for cash and later converted by the holders thereof to
      880,476 shares of common stock, at the stipulated exercise price of $.42
      per share in payment of the outstanding principal and any accrued interest
      thereon.

      The Company also financed its expenditures primarily through the sale of
      its common stock. It has raised an aggregate of $999,500 pursuant to
      subscriptions received from its stock offering at $1.00 per share, and
      through the


                                       22
<PAGE>

      conversion of the 6% convertible debentures, and convertible promissory
      notes previously issued. All such shares have been issued in reliance upon
      exemptions from registration with the Securities and Exchange Commission.
      All of the Company's outstanding common shares are restricted as of this
      report.

      From inception through September 30, 2007 the Company's selling, general
      and administrative expenses were $1,907,702 These expenses are partially
      offset by income from radio ads, website, garden and cleaning products
      sales in the amount of $402,590. As a development stage company,
      significant resources have been allocated to growing and expanding the
      Company. These costs include, but are not limited to, $651,753 for Legal
      and Accounting Fees, $382,562 for payroll, $328,218 for Convertible Debt
      Expense, $187,470 for advertising, $181,338 brokered time on our radio
      show and $90,649 for Interest Expense.

      As of September 30, 2007, the Company had current assets of $335,247 and
      $31,845 in furniture, equipment and other assets, resulting in total
      assets of $367,092 The Company's current liabilities were $572,664.
      Working capital at September 30, 2007 and September 30, 2006 were
      ($237,417) and $41,970, respectively. As a development stage company, the
      negative swing in working capital is reflective of the debt and vendor
      stretching that was required to fund non-capitalizable operating expenses
      such as payroll, advertising and our radio show. The plan, of course, is
      that the negative swing in working capital will eventually swing positive
      as product sales multiply and generate positive accounts receivable and
      cash flow from operations.

      Critical Accounting Policies

      Critical accounting policies are defined as those that are reflective of
      significant judgments and uncertainties, and potentially result in
      materially different results under different assumptions and conditions.
      We believe that our critical accounting policies are limited to those
      described below.

      Principles of Accounting

      The Company employs the accrual method of accounting for both financial
      statements and tax purposes. Using the accrual method, revenues and
      related assets are recognized when earned, and expenses and the related
      obligations are recognized when incurred. The Company has elected a
      September 30 year end.

      Use of Estimates

      The preparation of financial statements in conformity with accounting
      principles generally accepted in the United States of America 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.

      Revenue Recognition

      The Company applies the provisions of SEC Staff Accounting Bulletin No.
      104, "Revenue Recognition in Financial Statements" ("SAB 104"), which
      provides guidance on the recognition, presentation and disclosure of
      revenue in financial statements filed with the SEC. SAB 104 outlines the
      basic criteria that must be met to recognize revenue and provides guidance
      for disclosure related to revenue recognition policies. We earn our
      revenues from the distribution of garden and cleaning products to
      retailers and directly to consumers via our internet site and from
      advertising contracts. Four basic criteria must be met before revenue can
      be recognized: (1) persuasive evidence of an arrangement exists; (2)
      delivery has occurred or services rendered; (3) the fee is fixed and
      determinable; and (4) collectibility is reasonably assured.

      Revenue from garden and cleaning products is recognized upon shipment of
      the product. The distribution of products is governed by purchase orders
      or direct sale agreements which fix the price and delivery date. The
      Company records a provision for product returns and price markdowns as a
      reduction of gross sales at the time the product passes to these retailers
      or consumers. The provision for anticipated product returns and price
      markdowns is primarily based upon the Company's analysis of historical
      product return and price markdown results. Should product sell-through
      results at retail store locations fall significantly below anticipated
      levels this allowance may be insufficient. The Company will review the
      adequacy of its allowance for product returns and price markdowns and if
      necessary will make adjustments to this allowance on a quarterly basis. In
      compliance with Emerging Issues Task Force ("EITF") No. 00-10, "Accounting
      for Shipping and Handling Fees and Costs," distribution costs charged to
      customers are recognized as revenue when the related product is shipped.
      Advance payments are recorded on the Balance Sheet as deferred revenue
      until the revenue recognition criteria is met.

      Revenue from radio advertising is derived from two sources, the sale of
      commercial spots on the Garden Guys radio talk show and hosting live
      remote broadcasts. Revenue from radio advertising is recognized after the
      commercial has been aired and/or a remote broadcast has taken place.
      Customers will prepay for radio spots or remote broadcasts at the time
      they contract with the Company to air their commercials or host a remote
      broadcast. The Company will carry this prepayment as a liability, until
      such time as economic performance takes place. Money


                                       23
<PAGE>

      received is refundable prior to the airing of commercials or the airing of
      the remote broadcast, adjusted by any production or other direct costs
      incurred up to that point in time.

      Cash and Cash Equivalents

      The Company considers all highly liquid investments with a maturity of
      three months or less at the time of purchase to be cash equivalents.
      During fiscal 2006, the Company maintained cash in bank accounts which, at
      times, exceeded Federal Deposit Insurance Corporation insured limits. The
      Company has not experienced any losses on this account and believes the
      risk to be minimal.

      Accounts Receivable

      The Company carries its accounts receivable at cost less an allowance for
      doubtful accounts. On a periodic basis, the Company evaluates its accounts
      receivable and establishes an allowance for doubtful accounts, based on a
      history of past write-offs and collections and current credit conditions.
      The Company feels that the entire balance of accounts receivable as of
      September 30, 2007 and September 30, 2006 is collectable and therefore no
      allowance has been taken.

      Inventory

      The inventory is stated at the lower of cost (first-in-first-out method)
      or market. Inventory items consist of raw material and finished goods. Raw
      materials consist of labels, bottles, sprayers and shipping materials.
      Finished goods consist of fertilizer bags and bottles of organic cleaning
      products ready for shipment. The inventory consists of newly purchased
      items; therefore, there is currently no allowance for excess or obsolete
      inventory.

      Prepaid Expense

      Business expenses, including consulting expenses, that are paid for in
      advance of services being rendered are treated as prepaid. The Company
      occasionally pays for these expenses with its common stock. When this
      occurs the offset is shown as a negative component of stockholders'
      equity.

      Fixed Assets

      Fixed assets are stated at cost less accumulated depreciation.
      Expenditures for minor replacements, maintenance and repairs which do not
      increase the useful lives of the property and equipment are charged to
      operations as incurred. Major additions and improvements are capitalized.
      Depreciation and amortization are computed using the straight-line method
      over estimated useful lives of five to seven years.

      Advertising

      The Company follows the policy of charging the costs of advertising to
      expense as incurred. Advertising expense primarily consists of the
      Company's two hour weekly radio Garden call in program with Clear Channel
      Communications and Citadel Communications Company. The total annual
      advertising expense for the contract with Clear Channel and Citadel
      Communications is $70,600 and $41,700 for the years ended September 30,
      2007 and 2006, respectively. The Company also advertises its products
      throughout area garden clubs and its own website.

      Income Taxes

      The Company is a C Corporation registered in the state of Delaware. Income
      taxes are provided for the tax effects of transactions reported in the
      financial statements and consist of taxes currently due. Income taxes are
      accounted for in accordance with SFAS No. 109, "Accounting for Income
      Taxes" ("SFAS 109"). Under SFAS No. 109 income taxes are recognized for
      the following: i) amount of taxes payable for the current year, and ii)
      deferred tax assets and liabilities for the future tax consequences of
      events that have been recognized differently in the financial statements
      than for tax purposes. Deferred tax assets and liabilities are established
      using statutory tax rates and are adjusted for tax rate changes. SFAS 109
      also requires that deferred tax assets be reduced by a valuation allowance
      if it is more likely than not that some portion or all of the deferred tax
      assets will not be realized.

      Net Income (Loss) per Share

      Basic net Income (loss) per share is computed by dividing net income
      (loss) by the weighted average number of common shares outstanding.
      Diluted net income (loss) per share is computed by dividing net income
      (loss) by the weighted average number of common shares outstanding and
      dilutive potential common shares which includes the dilutive effect of
      stock options and warrants. Dilutive potential common shares for all
      periods presented are


                                       24
<PAGE>

      computed utilizing the treasury stock method. There were no stock options
      or warrants outstanding during the periods presented.


      Recently Issued Accounting Standards

      In February 2006, the FASB issued SFAS Statement No. 155, "ACCOUNTING FOR
      CERTAIN HYBRID FINANCIAL INSTRUMENTS--AN AMENDMENT OF FASB STATEMENTS NO.
      133 AND 140" ("SFAS 155"). This Statement amends FASB Statements No. 133,
      Accounting for Derivative Instruments and Hedging Activities, and No. 140,
      Accounting for Transfers and Servicing of Financial Assets and
      Extinguishments of Liabilities. This Statement resolves issues addressed
      in Statement 133 Implementation Issue No. D1, "APPLICATION OF STATEMENT
      133 TO BENEFICIAL INTERESTS IN SECURITIZED FINANCIAL ASSETS." This
      Statement permits fair value re-measurement for any hybrid financial
      instrument that contains an embedded derivative that otherwise would
      require bifurcation, clarifies which interest-only strips and
      principal-only strips are not subject to the requirements of Statement
      133, establishes a requirement to evaluate interests in securitized
      financial assets to identify interests that are freestanding derivatives
      or that are hybrid financial instruments that contain an embedded
      derivative requiring bifurcation, clarifies that concentrations of credit
      risk in the form of subordination are not embedded derivatives and amends
      Statement 140 to eliminate the prohibition on a qualifying special-purpose
      entity from holding a derivative financial instrument that pertains to a
      beneficial interest other than another derivative financial instrument.
      SFAS 155 is effective for all financial instruments acquired or issued for
      the Company for fiscal year begins after September 15, 2006. The adoption
      of this standard is not expected to have a material effect on the
      Company's results of operations or financial position.

      In July 2006, the FASB issued FASB Interpretation No. 48, "ACCOUNTING FOR
      UNCERTAINTY IN INCOME TAXES - AN INTERPRETATION OF FASB STATEMENT NO. 109"
      ("FIN 48"). FIN 48 clarifies the accounting for uncertainty in income
      taxes recognized in the financial statements and prescribes a recognition
      threshold and measurement attribute for the financial statement
      recognition and measurement of a tax position taken in a tax return. The
      adoption of this standard is not expected to have a material effect on the
      Company's results of operations or financial position.

      In September 2006, the FASB issued SFAS No. 157, "FAIR VALUE MEASUREMENTS"
      ("SFAS 157"). While SFAS 157 formally defines fair value, establishes a
      framework for measuring fair value and expands disclosure about fair value
      measurements, it does not require any new fair value measurements. SFAS
      157 applies under other accounting pronouncements that require or permit
      fair value measurements. SFAS 157 is required to be adopted effective
      January 1, 2008 and the Company does not presently anticipate any
      significant impact on its consolidated financial position, results of
      operations or cash flows.

      In September 2006, the FASB issued SFAS No. 158, "EMPLOYERS' ACCOUNTING
      FOR DEFINED BENEFIT PENSION AND OTHER POSTRETIREMENT PLANS - AN AMENDMENT
      OF FASB STATEMENTS NO. 87, 88, 106 AND 132(R)" ("SFAS 158"). SFAS 158
      requires an employer to recognize the funded status of its defined benefit
      pension and other postretirement plans as an asset or liability in its
      statement of financial position and to recognize changes in the funded
      status in the year in which the changes occur through other comprehensive
      income. The funded status of a plan is measured as the difference between
      plan assets at fair value and the benefit obligation, which is represented
      by the projected benefit obligation for pension plans and the accumulated
      postretirement benefit obligation for other postretirement plans. SFAS 158
      requires the recognition, as a component of other comprehensive income,
      net of tax, of the gains or losses and prior service costs or credits that
      arise during the period but are not recognized as a component of net
      periodic benefit cost in accordance with existing accounting principles.
      Amounts required to be recognized in accumulated other comprehensive
      income, including gains and losses and prior service costs or credits are
      adjusted as they are subsequently recognized as components of net periodic
      benefit cost pursuant to the recognition and amortization provisions of
      existing accounting principles. In addition, SFAS 158 requires plan assets
      and obligations to be measured as of the date of the employer's year-end
      statement of financial position as well as the disclosure of additional
      information about certain effects on net periodic benefit cost for the
      next fiscal year from the delayed recognition of the gains or losses and
      prior service costs or credits. The Company is required to adopt those
      provisions of SFAS 158 attributable to the initial recognition of the
      funded status of the benefit plans and disclosure provisions as of
      December 31, 2006. Those provisions of SFAS 158 applicable to the
      amortization of gains or losses and prior service costs or credits from
      accumulated other


                                       25
<PAGE>

      comprehensive income to the net periodic benefit cost are required to be
      applied on a prospective basis effective January 1, 2007. The Company does
      not anticipate that the adoption of SFAS 158 will have any impact on its
      financial statements.

      In February, 2007, the FASB issued SFAS No. 159, "THE FAIR VALUE OPTION
      FOR FINANCIAL ASSETS AND FINANCIAL LIABILITIES-INCLUDING AN AMENDMENT OF
      FASB NO. 115" ("SFAS 159"). SFAS 159 permits entities to choose to measure
      many financial instruments and certain other items at fair value. The
      objective is to improve financial reporting by providing entities with the
      opportunity to mitigate volatility in reported earnings caused by
      measuring related assets and liabilities differently without having to
      apply complex hedge accounting provisions.

      SFAS 159 is effective as of the beginning of an entity's first fiscal year
      that begins after November 15, 2007. Early adoption is permitted as of the
      beginning of a fiscal year that begins on or before November 15, 2007,
      providing that the entity also elects to apply the provisions of FASB No.
      157, "FAIR VALUE MEASUREMENTS". The Company does not presently anticipate
      any significant impact on its consolidated financial position, results of
      operations or cash flows.

      Reclassifications

      Certain immaterial amounts from prior years have been reclassified to
      conform to the 2006 presentation.


      Fair Value of Financial Instruments

      The carrying value of cash and cash equivalents, accounts receivable and
      accounts payable approximates fair value due to the short-term maturity of
      these instruments. The carrying value of notes payable approximates fair
      value because negotiated terms and conditions are consistent with current
      market rates.

      Equity Issuances for Services

      In December 2004, the FASB issued SFAS No. 123(R), "SHARE-BASED PAYMENT".
      This Statement revises SFAS No. 123, "ACCOUNTING FOR STOCK-BASED
      COMPENSATION" and supersedes APB Opinion No. 25, "ACCOUNTING FOR STOCK
      ISSUED TO EMPLOYEES" SFAS No. 123(R) focuses primarily on the accounting
      for transactions in which an entity obtains employee services in
      share-based payment transactions. SFAS No. 123(R) requires companies to
      recognize in the statement of operations the cost of employee services
      received in exchange for awards of equity instruments based on the
      grant-date fair value of those awards. This Statement is effective as of
      the first reporting period that begins after June 15, 2005. The Company
      has evaluated the provisions of SFAS 123(R) and determined that the share
      based employee compensation programs are a valuable instrument in
      retaining and rewarding employees and as a result, the Company will
      appropriately expense the costs of administering share based compensation
      programs as required by SFAS 123(R). The issuance of share based
      compensation has had an immaterial impact on the Company's financial
      statements. In the absence of any readily available market value for the
      stock, the company used par value until 2005. There has not been any share
      based compensation earned since 2005.

      The Company issued common stock to two non-employees for consulting
      services. As of the measurement date, there was no reliable method to
      value the Company's common stock. In place of valuing the stock, the
      Company valued the services it received based on the two individuals
      similar services provided to unrelated entities. In the first transaction,
      the stock was issued after the measurement date, but prior to the
      expiration of the contract. This individual subsequently became an
      employee and a board member. In the second transaction, the common stock
      was issued after the completion of the contract. The numbers of shares
      issued were fixed in each contract and there were no unknown conditions as
      of the measurement date. The Company expensed the value of the services
      during the periods that the services were provided.

      Accounting for Income Taxes

      As part of the process of preparing our consolidated financial statements
      we are required to estimate our income taxes. Management judgment is
      required in determining our provision of our deferred tax asset. We
      recorded a valuation for the full deferred tax asset from our net
      operating losses carried forward due to our not having demonstrated any
      consistent profitable operations. In the event that the actual results
      differ from these estimates or we adjust these estimates in future
      periods, we may need to adjust such valuation as recorded.


      ITEM  7. FINANCIAL STATEMENTS.

      For the Financial Statements required by Item 7 see the Financial
      Statements included at the end of this Form 10-KSB.

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


                                       26
<PAGE>

      There have been no changes in or disagreements with accountants with
      respect to accounting and/or financial disclosure.

      ITEM  8A. CONTROLS AND PROCEDURES.

      The term "disclosure controls and procedures" is defined in Rules
      13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended
      (the "Exchange Act"). This term refers to the controls and procedures of a
      company that are designed to ensure that information required to be
      disclosed by a company in the reports that it files under the Exchange Act
      is recorded, processed, summarized, and reported within the required time
      periods. Our Chief Executive Officer and our Chief Financial Officer have
      evaluated the effectiveness of our disclosure controls and have procedures
      as of the end of the period covered by this quarterly report. They have
      concluded that, as of that date, our disclosure controls and procedures
      were effective at ensuring that required information will be disclosed on
      a timely basis in our reports filed under the Exchange Act.

      No change in our internal control over financial reporting occurred during
      the period covered by this report has materially affected, or is
      reasonably likely to materially affect, our internal control over
      financial reporting.

      ITEM  8B. OTHER INFORMATION.

      None.

                                    PART III

      ITEM  9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

      A.    Directors and Executive Officers

            The following table sets forth our current directors, officers and
      significant employees, their ages, and all offices and positions with our
      company.

NAME                        AGE                    POSITION
----                        ---                    --------
Samuel F.H. Jeffries         46           President, Chief Executive Officer and
                                          Chairman of the Board of Directors

Stephen B. Jeffries          47           Director

Leonard B. Colt, Jr.         71           Director, Secretary

Jerry Adelstein              75           Director

Joanne L.H. Anderson         50           Director, Vice President

Laurie Basch-Levy            54           Director and Member of Audit Committee

Michael Ernst                56           Director

Mark J. McEvoy               55           Treasurer and Chief Financial Officer

The following is a biographical summary of our directors and officers:

      Samuel F.H. Jeffries has been president, Chief Executive Officer, and
      Chairman of the Board of Directors since inception. He is also a member of
      the Executive Committee. Prior to such time, he was president and
      co-managing member of Garden Connections, LLC, from its inception in 2002.
      From 1999 to 2001, Mr. Jeffries was Eastern Regional Sales Manager and
      area manager for Etera Corporation, a wholesale garden products
      distributor based in Mount Vernon, Washington. His responsibilities
      included sales, management, forecasts, hiring, computer training, new
      accounts, budgeting, advertising and promotions. From 1992 to 2000, Mr.
      Jeffries owned and operated Jeffries


                                       27
<PAGE>

      Horticultural Sales and Jeffries Landscape and Design, based in Franklin,
      Massachusetts. In 1984, Mr. Jeffries received his Bachelor of Science
      degree in environmental design from the University of Massachusetts at
      Amherst. He minored in arboriculture. He was also a certified Occupational
      Education instructor at the Norfolk County Agricultural High School,
      Walpole, MA. He is the first cousin of Stephen B. Jeffries, a director.

      Joanne L.H. Anderson, Director, Vice President and member of the Executive
      Committee. She has been a director of the Company since May, 2005 and is
      utilizing her artistic designing talents in creating our logos, labels,
      packaging and our websites. She also oversees the Company's advertising
      and marketing. From May, 1980 until May, 2005, Joanne was employed as an
      artist, designer, and head of the art department of North American
      Carrousel Company located in Minneapolis, Minnesota. She is experienced in
      website design and graphic and commercial art. She is trained as an
      artistic painter, sculptor and art conservationist. She apprenticed for
      four years with leading portrait artist Jerome Ryan. She majored in art at
      Hamline University in Saint Paul, Minnesota and has restored paintings and
      ceilings in the Minnesota State Capital and St. Paul Courthouse.

      Len Colt, has been our director since the inception. Since 1993, he has
      been owner of Pegasus Marketing & Sales based in Little Compton, Rhode
      Island. Pegasus is in the packaging consultancy firm and sales
      representative for various packaging manufacturers. In 1958, Mr. Colt
      received his bachelor of arts degree in history from Middlebury College
      located in Middlebury, Vermont.

      Jerry Adelstein, has been a director since the inception and is a member
      of the Audit Committee and the Executive Committee. Since 1968, he has
      been the president of H&J Associates, a textile sales company, based in
      Long Island, New York. In 1953, he received a bachelor of science in
      economics from Alfred University, in New York State. In 1957, he received
      a Masters degree in business administration with a major in economics from
      New York University.

      Stephen B. Jeffries, has been a director since the inception. He is also
      on the Audit Committee. He has been the owner of S.B. Jeffries Consultants
      since 1990. S.B. Jeffries Consultants is based in Boston, Massachusetts,
      and is in the business of equity analysis and financial portfolio and
      estate management. In 1983, he received a bachelor of arts in economics
      from the University of Chicago. He has completed the C.F.A. Level 1
      Examination and C.F.P. Level 1 Examination.

      Laurie Basch-Levy, Director and a member of the Audit Committee. She has
      been a textile designer, creating designs widely used by major fashion
      designers in New York City until 1982 when she became treasurer of The
      George Basch Co. In January 2001 she became President and CEO of The
      George Basch Co., a privately owned manufacturer and global distributor of
      the product Nevr-Dull Metal Polish, which was formed in and has operated
      since 1929. This may give rise to a potential conflict inasmuch as the
      Company has a business relationship with Nevr-Dull and has a licensing
      agreement with them (see "Business of the Company", above). Ms. Basch-Levy
      and the Company will endeavor to avoid any such conflict by excluding her
      from any decision making or Board votes referable to Nevr-Dull. She
      received her degree from the Fashion Institute of Technology in New York
      City.

      Michael Ernst, Director, since the inception. He has been Senior Energy
      Consultant, Tetra Tech Ec Inc., an engineering and consulting firm since
      2006; Vice President of Permitting and Siting for TransEnergie U.S. Ltd.
      2001-2006 specializing in environmental engineering; Associate Attorney,
      Rubin & Rudman, Boston, specializing in environmental law; General Counsel
      and Legislative Director of the Massachusetts Department of
      Telecommunications and Energy, 1992-2001; Hearing Officer for the
      Massachusetts Energy Facilities Siting Board, 1990-1992; Counsel to the
      Joint Committee on Energy of the Massachusetts Legislature, 1984-1990;
      Safe Energy Advocate, MASSPIRG, 1981-1983. He received his degrees from
      Northeastern University School of Law, J.D., and Davidson College, B.S.

      Mark J. McEvoy, was elected Treasurer and Chief Financial Officer on
      November 15, 2006. He has practiced in the accounting profession for 32
      years, during which period he owned and operated an Accounting and Tax
      practice from 1986 to 1996. He graduated from Bentley College in 1977 with
      a Bachelor's degree in Accounting. Immediately prior to joining the
      Company he served 5 years as the CFO of WareRite Distributors, Inc. a
      fabricator of and distributor of laminate countertop products.

      B. Significant Employees.


                                       28
<PAGE>

      We intend to enter into employment agreements with our officers and
      significant employees, but we have not yet done so.

      We have not compensated our directors for serving in such capacity, and we
      have not adopted a policy for compensating them.

      C. Family Relationships. Samuel F.H. Jeffries and Stephen B. Jeffries are
      first cousins.

      D. Involvement in Certain Legal Proceedings. None

      E. The Executive Committee and the Audit Committee of the Board are
      separate committees.

      The Executive Committee consists of our independent directors. Its
      principal functions are to advise and make recommendations to our Board of
      Directors regarding matters relating to the compensation of officers and
      senior management.

      The Audit Committee consists of Stephen B. Jeffries, Jerry Adelstein and
      Laurie Basch-Levy. The Board of Directors has determined that all three
      members are independent directors as (1) defined in Rule 10A-3(b)(i)(ii)
      under the Securities Exchange Act of 1934 (the "Exchange Act") and (ii)
      under Section 121 B(2)(a) of the AMEX Company Guide (although our
      securities are not listed on the American Stock Exchange or any other
      national exchange). Stephen B. Jeffries serves as the financial expert as
      defined in Securities and Exchange Commission rules relating to the Audit
      Committee.

      We believe Messrs. Adelstein and Jeffries and Ms. Basch-Levy to be
      independent of management and free of any relationship that would
      interfere with their exercise of independent judgment as members of this
      committee. The principal functions of the Audit Committee are to (i)
      assist the Board in fulfilling its oversight responsibility relating to
      the annual independent audit of our consolidated financial statements, the
      engagement of the independent registered public accounting firm and the
      evaluation of the independent registered public accounting firm's
      qualifications, independence and performance (ii) review the reports or
      statements as may be required by the securities laws, (iii) assist the
      Board in fulfilling its oversight responsibility relating to the integrity
      of our financial statements and financial reporting process and our system
      of internal accounting and financial controls, (iv) discuss the financial
      statements and reports with management, including any significant
      adjustments, management judgments and estimates, new accounting policies
      and disagreements with management, and (v) review disclosures by
      independent accountants concerning relationships with us and the
      performance of our independent accountants.

      F. Meetings of the Board and Committees.

      Our Board of Directors is responsible for the management and direction of
      our company and for establishing broad corporate policies. A primary
      responsibility of the Board is to provide effective governance over our
      affairs for the benefit of our stockholders. In all actions taken by the
      Board, the Directors are expected to exercise their business judgment in
      what they reasonably believe to be the best interests of our company. In
      discharging that obligation, Directors may rely on the honest and
      integrity of our senior executives and our outside advisors and auditors.

      The Board of Directors and the Audit Committee of the board meet
      periodically throughout the year to receive and discuss operating and
      financial reports presented by our executive officers as reports by
      experts and other advisors. The Board held meetings during the fiscal year
      ended September 30, 2007 in person and telephonically and acted by
      unanimous written consent on three occasions. In fiscal 2007, the Audit
      Committee met telephonically on March 2, 2007.

      G. Compliance with Section 16(a) of The Securities Exchange Act of 1934.


                                       29
<PAGE>

      To our knowledge, during the fiscal year ended September 30, 2007, based
      solely on a review of such materials as are required by the Securities and
      Exchange Commission, no officer, director or beneficial holder of more
      than ten percent of our issued and outstanding shares of Common Stock
      failed to timely file with the Securities and Exchange Commission any form
      or report required to be so filed pursuant to Section 16(a) of the
      Securities Exchange Act of 1934.


                                       30
<PAGE>

ITEM  10. EXECUTIVE COMPENSATION.

The following table sets forth the aggregated compensation awarded to, earned by
or paid to our Chief Executive Officer and our other executive officers as a
group, or to directors for all services rendered in all capacities.

                           SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>

------------------------------------------------------------------------------------------------------------------------------------
Name           Year    Salary   Bonus    Stock      Option     Non-Equity       Change in         All Other         Total
and                    ($)      ($)      Awards     Awards     Incentive plan   Pension Value     Compensation      ($)
Principal                                ($)        ($)        Compensation     and               ($)
Position                                                       ($)              Nonqualified
                                                                                Deferred
                                                                                Compensation
                                                                                Earnings
                                                                                ($)
(a)            (b)     (c)      (d)      (e)        (f)        (g)              (h)               (i)               (j)
------------------------------------------------------------------------------------------------------------------------------------
<S>            <C>     <C>      <C>      <C>        <C>        <C>              <C>              <C>               <C>
PEO            2007    66,126   -0-      -0-        -0-        -0-              -0-               6,000             72,126

Sam Jeffries   2006    21,154   -0-      -0-        -0-        -0-              -0-               6,000             27,154
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

All officers and directors as a group were paid aggregate salaries of $134,626
for the fiscal year ended September 30, 2007.

ITEM  11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth, as of December 20, 2007 certain information with
respect to the beneficial ownership of the common stock by (1) each person known
by us to beneficially own more than 5% of our outstanding shares, (2) each of
our directors, (3) each named executive officer and (4) all of our executive
officers and directors as a group. Except as otherwise indicated, each person
listed below has sole voting and investment power with respect to the shares of
common stock set forth opposite such person's name.

                                                    AMOUNT AND
                                                     NATURE OF        PERCENT OF
NAME AND ADDRESS OF                                  OWNERSHIP       OUTSTANDING
BENEFICIAL OWNER                                   (1), (2), (3)        SHARES
----------------                                   -------------     -----------
Samuel F.H. Jeffries                                1,500,000           27.8%

Stephen B. Jeffries                                    25,000             .5%

Leonard B. Colt, Jr.                                  150,000            2.8%

Jerry Adelstein                                     1,338,065           24.8%

Joanne L.H.Anderson                                   256,940            4.8%

Laurie Basch-Levy                                      75,000            1.4%

Michael Ernst                                          43,877             .8%

All Executive Officers and Directors
   as a Group (7 persons)                           3,388,882           62.9%

Bruno Kordish                                         500,000(2)         9.3%

-------------------------------
(1)   Beneficial ownership so determined in accordance with the rules of the
      Securities and Exchange Commission. Unless otherwise indicated, this
      column reflects amounts as to which the beneficial owner has sole voting
      power and sole investment power.


                                       31
<PAGE>

(2)   Bruno Kordish disclaims beneficial ownership with respect to 150,000
      shares beneficially owned by his former wife Maryanne Kordish. Those
      shares are not reflected in the above table.

(3)   Includes shares that may be acquired within the next 60 days.

Applicable percentage of ownership is based on 5,388,569 shares of our common
stock outstanding on December 20, 2007.

The address of each of the executive officers and directors is care of Organic
Sales and Marketing, Inc. 114 Broadway, Raynham, MA 02767.

The Company has not granted any of the following during or after its fiscal year
ended September 30, 2007:

      Grants of Plan-Based Awards

      Equity Awards

      Pension Benefits

      Nonqualified Deferred Compensation

      Director Compensation

No Executive Officer or Director held stock options during the 2007 fiscal year
or to date during the current fiscal year.

The Company anticipates that its Executive Committee will develop and establish
clear compensation policies and procedures for disclosing these policies.

ITEM  12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

We pay $1,000 per year to Jeffries Landscape & Design (a company owned by,
Samuel F.H. Jeffries) for the storage of certain products we sell.

We have a contract with Pegasus Marketing & Sales, owned by Leonard B. Colt, Jr.
The contract provides for a payment of $1,250 per month to Pegasus and
reimbursement of expenses incurred at trade shows, and other expenses agreed to
by the parties. The contract provides that Pegasus will provide us with
consulting services for all aspects of our business including, but not limited
to, administrative, sales and marketing. The agreement can be terminated on one
month's notice by either party. As of December 20, 2007, we owed Pegasus
Marketing $_____.

We owe three notes payable to Samuel F.H. Jeffries and his wife Yvonne M.
Jeffries in an aggregate amount of $45,000 ($20,000, $20,000 and $5,000) plus
interest at the rate of 10% per annum which are being amortized in monthly
payments aggregating $635.55 per month. The first $20,000 note matures December
20, 2011, the second $20,000 note matures January 16, 2012, and the third $5,000
note matures March 25, 2012.

There was a consulting agreement between us and Joanne L.H. Anderson which
provided for her services in connection with the operation of our internet sales
business, which services included among other things the building and designing
of our website, implementation of our e-commerce capabilities, product logo
designs, designing our company logo and designing our "Garden Guys" trademark
logo. The agreement commenced February 1, 2003 and terminated February 28, 2005.
Ms. Anderson received on August 27, 2003, 250,000 shares of restricted common
stock for these services pursuant to our agreement. The Company valued the
issuance of stock at $25,000 and expensed that amount for the fiscal years 2003,
2004 and 2005. Based on an estimate of the value of the services provided, the
value of the stock was set at $.10 per share, as there was no readily
ascertainable market value for the stock at the time it was earned. In lieu of
valuing the stock, the Company valued the services it received based upon
similar services provided by unrelated parties.


                                       32
<PAGE>

Jerry Adelstein also had a consulting agreement with us which commenced
September 1, 2002 and terminated August 30, 2005 pursuant to which he performed
consulting services in connection with our business, including but not limited
to: financial planning on an on going strategic basis, long term investment
policies and product development, promotion and sales. Mr. Adelstein on or about
August 27, 2003 received 850,000 shares of restricted common stock for his
services pursuant to our agreement and in payment of a $9,178 cash loan we owed
to him. In addition, Mr. Adelstein received on or about January 1, 2007, 200,117
shares of restricted common stock in satisfaction of a $74,418 promissory
Convertible Note with accrued interest of $9,629 or an aggregate of $84,047 at a
conversion price of $.42 per share. Also on the same date he received 287,948
shares of restricted common stock in satisfaction of another Convertible Note in
the amount of $113,800.00 plus accrued interest of $7,138.00 or an aggregate of
$120,938 at the same conversion exercise price.

Stephen B. Jeffries holds a demand note dated February 4, 2002, payable by the
Company in the amount of $20,000 with interest at the rate of 12% per annum. Any
interest not paid according to its terms shall accrue interest and be added to
the principal. As of December 20, 2007 the balance owed on the Note is $35,968
including accrued and unpaid interest.

Bruno Kordich, an affiliated shareholder, received on September 30, 2004,
150,000 restricted shares of common stock valued at $.0001 par value in a
non-cash transaction for financial advisory and consulting services rendered
from April, 2004 to September 2004 on our behalf in connection with the
valuation and acquisition of new organic-based products for development and
marketing as well as acquiring ownership interests therein. In addition, Mr.
Kordich has received, as of January 1, 2007, an additional 500,000 restricted
shares for additional services rendered since September, 2004, of which 150,000
shares were issued to MaryAnn Kordich and to which shares Mr. Kordich disclaims
any beneficial interest. The Company valued the first issuance of stock at
$15.in the aggregate and expensed the amount in fiscal year 2003. The value of
the stock was set at par and is considered founders stock. The Company valued
the second issuance of stock at $50,000 and expensed that amount for the fiscal
years 2004 and 2005. Based on an estimate of the value of the services provided,
the value of the stock was set at $.10 per share, as there was no readily
ascertainable market value for the stock at the time it was earned. In lieu of
valuing the stock, the Company valued the services it received based upon
similar services provided by unrelated parties.

      The Company's management believes that the transactions and agreements
with related parties as described above including arrangements with consultants
were on terms more favorable to the Company than might have been obtained from
unaffiliated third parties.


                                       33
<PAGE>

ITEM  13. EXHIBITS

Exhibit
No.         Description of Exhibit
-------     ----------------------
            Charter and By-Laws
*1.1        Certificate of Incorporation of Garden Connections, Inc.

*2.2        Amendment of Certificate of Incorporation Changing name from Garden
            Connections, Inc. to Organic Sales and Marketing, Inc.

*2.3        Amended and Restated By-Laws

*3.1        Form of Certificate evidencing Shares of Common Stock
            Material Contracts

*10.1       WHJJ Radio (Rhode Island) Contract

*10.2       WXLM Radio (Southeastern Connecticut) Contract

*10.3       WBSM Radio (Southeastern Massachusetts) Contract

*10.4       WRKO Radio (Boston, Massachusetts) Contract

*10.5       Consulting Agreement dated February 1, 2003 with Joanne L. H.
            Anderson

*10.6       Consulting Agreement dated September 1, 2002 with Jerry Adelstein

*10.7       Consulting Agreement dated January 1, 2004 with Leonard Colt DBA

            Pegasus Marketing & Sales
*10.8       Office Lease

*10.9       Agreement with Andrew Garrett, Inc. (Private Placement Agent)

*10.10      Letter from Land O'Lakes Purina Feed Organization dated
            November 14, 2006

*10.11      Consulting Agreement with Bruno Kordich

*10.12      Representation Agreement with North Eastern Sales Solutions

*10.13      Representation Agreement with North East Garden Group, LLC

10.14       Agreement with Fisher Scientific

10.15       Licensing Agreement with Nevr-Dull

            Additional Exhibits

*99.1       State of New Jersey Notice of Effective Securities Registration

*99.2       State of New York Notice of Effective Registration

*99.3       Land O'Lakes News Release dated February 15, 2007
            Report of fourth-quarter / year-end Results

*99.4       National Gardening Association publication on
            Garden Market Research newsletter 2007

*99.5       OTA's 2006 Manufacturer Survey

*99.6       Thermo Fisher Scientific Website with Catalog attached

*99.7       Funeral Service Trends


*     All exhibits so marked comprise part of the Company's Registration
      Statement on Form 10/SBA filed on September 27, 2007.


                                       34
<PAGE>

31.1 Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
from the Company's Chief Executive Officer.

31.2 Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
from the Company's Chief Financial Officer.

31.3 Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
from the Company's Chief Executive Officer.

32.2 Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
from the Company's Chief Financial Officer.

ITEM  14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

All audit and professional services provided by Chisholm, Bierwolf and Nilson,
Certified Public Accountants, will be approved in advance by the Audit Committee
to assure such services do not impair the auditor's independence from us. The
aggregate fees billed by Chisholm, Bierwolf and Nilson were $16,500 and $18,165
for the fiscal years ended September 30, 2007 and 2006, respectively.

                                                        Amount
Description of Fees                         2007                       2006
-------------------                         ----                       ----
Audit Fees                               $165,500                     $18,165
                                         --------                     -------
Audit-Related Fees                          -0-                         -0-
                                         --------                     -------
Tax Fees                                    -0-                         -0-
                                         --------                     -------
All Other Fees                              -0-                         -0-
                                         --------                     -------
Total                                    $165,500                     $18,165
                                         ========                     =======

Audit Fees

Represents fees for professional services provided for the audit of our annual
financial statements, services that are performed to comply with generally
accepted auditing standards, and review of our financial statements included in
our quarterly reports and services in connection with statutory and regulatory
filings.

Audit-Related Fees

Represents the fees for assurance and related services that are reasonably
related to the performance of the audit or review of our financial statements.
The Board of Directors considers to be well qualified to serve as our
independent public accountants.

The Audit Committee will pre-approve all auditing services and the terms thereof
(which may include providing comfort letters in connection with securities
underwriting) and non-audit services (other than non-audit services prohibited
under Section 10A(g) of the Exchange Act or the applicable rules of the SEC or
the Public Company Accounting Oversight Board) to be provided to us by the
independent auditor; provided, however, the pre-approval requirement is waived
with respect to the provisions of non-audit services for us if the "de minimus"
provisions of Section 10A(i)(1)(B) of the Exchange Act are satisfied. This
authority to pre-approve non-audit services may be delegated to one or more
members of the Audit Committee, who shall present all decisions to pre-approve
an activity to the full Audit Committee at its first meeting following such
decision. The Audit Committee may review and approve the scope and staffing of
the independent auditors' annual audit plan.

Tax Fees

This represents professional services rendered for tax compliance, tax advice
and tax planning.


                                       35
<PAGE>

All Other Fees

      Chisholm, Bierwolf and Nilson was paid no other fees for professional
services during the fiscal years September 30, 2007 and 2006.


                                   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 SALES AND MARKETING, INC.

                                 By /s/ Samuel F.H. Jeffries
                                   ---------------------------------------------
                                   Samuel F.H. Jeffries, Chairman, President and
                                   Chief Executive Officer

                               Date January 11, 2008
                                   ---------------------------------------------

      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 on the
dates indicated.

                                 By /s/ Mark J. McEvoy
                                   ---------------------------------------------
                                   Mark J. McEvoy, Treasurer and Chief Financial
                                   Officer

                               Date January 11, 2008
                                   ---------------------------------------------

*     Print the name and title of each signing officer under his signature.


                                       36
<PAGE>

                        Organic Sales and Marketing, Inc.
                          (A Development Stage Company)

                          Financial Statements for the
                     Years Ended September 30, 2007 and 2006
                      And Report of Independent Registered
                             Public Accounting Firm


<PAGE>

                                    CONTENTS

Report of Independent Registered Public Accounting Firm.................... F-3

Balance Sheets............................................................. F-4

Statements of Operations................................................... F-6

Statements of Stockholders' Equity (Deficit)................................F-7

Statements of Cash Flows................................................... F-8

Notes to the Financial Statements.......................................... F-9


                                      F-2
<PAGE>

             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To The Board of Directors and Shareholders

Organic Sales and Marketing, Inc.

We have audited the accompanying consolidated balance sheets of Organic Sales
and Marketing, Inc. as of September 30, 2007, and the related consolidated
statements of operations, stockholders' equity, and cash flows for the year then
ended. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audit.

We conducted our audit in accordance with the standards of the PCAOB (United
States). Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. The Company is not required to have, nor were we engaged to
perform, an audit of its internal control over financial reporting. Our audit
included consideration of internal control over financial reporting as a basis
for designing audit procedures that are appropriate in the circumstances, but
not for the purpose of expressing an opinion on the effectiveness of the
Company's internal control over financial reporting. Accordingly, we express no
such opinion. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Organic Sales and Marketing,
Inc. as of September 30, 2007 and the results of its operations and its cash
flows for the year then ended in conformity with accounting principles generally
accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 13 to the
consolidated financial statements, the Company has incurred substantial losses
from operations and has limited sales of its products which raise substantial
doubt about its ability to continue as a going concern. Management's plans in
regard to these matters are also described in Note 13. The financial statements
do not include any adjustments that might result from the outcome of this
uncertainty.

Chisholm, Bierwolf & Nilson, LLC

Bountiful, Utah

December 18, 2007


                                      F-3
<PAGE>

                        ORGANIC SALES AND MARKETING, INC.
                          (A Development Stage Company)
                                 Balance Sheets

                                     ASSETS
                                     ------
                                                          For the Years Ended
                                                             September 30,
                                                       -------------------------
                                                         2007             2006
                                                       --------         --------

CURRENT ASSETS

   Cash and cash equivalents                           $193,341         $226,322
   Accounts receivable, net                              30,602            6,081
   Inventories                                          111,304           29,174
                                                       --------         --------

     Total Current Assets                               335,247          261,577
                                                       --------         --------

PROPERTY AND EQUIPMENT, NET                              12,752            2,711
                                                       --------         --------

OTHER ASSETS
   Prepaid Expense                                       18,893               --
   Deposits                                                 200              200
                                                       --------         --------

     Total Other Assets                                  19,093              200
                                                       --------         --------

     TOTAL ASSETS                                      $367,092         $264,488
                                                       ========         ========

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


                                      F-4
<PAGE>

                        ORGANIC SALES AND MARKETING, INC.
                          (A Development Stage Company)
                           Balance Sheets (Continued)

                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
                 ----------------------------------------------

                                                           September 30,
                                                   ----------------------------
                                                      2007             2006
                                                   -----------      -----------
CURRENT LIABILITIES

   Accounts payable                                $   239,811      $    83,953
   Accrued expenses                                     99,386           50,990
   Accrued interest payable                             24,441           17,345
   Line of credit                                           --           15,000
   Current portion of notes payable -
     unrelated parties                                 157,000               --
   Current portion of notes payable -
     related parties                                    52,026           52,319
                                                   -----------      -----------

     Total Current Liabilities                         572,664          219,607
                                                   -----------      -----------
LONG-TERM LIABILITIES
   Notes payable - related parties                          --            7,058
                                                   -----------      -----------
     Total Long-Term Liabilities                            --            7,058
                                                   -----------      -----------
     Total Liabilities                                 572,664          226,665
                                                   -----------      -----------
STOCKHOLDERS' EQUITY (DEFICIT)

   Common stock, $0.0001 par value;
    100,000,000 shares
    authorized, 5,388,569 and
    4,811,576 shares
    issued and outstanding, respectively                   539              481
   Additional paid-in capital                        1,898,410        1,321,475
   Prepaid Expenses                                         --           (4,166)
   Deficit Accumulated during the
     Developmental Stage                            (2,104,521)      (1,279,967)
                                                   -----------      -----------

     Total Stockholders' Equity (Deficit)             (205,572)          37,823
                                                   -----------      -----------

     TOTAL LIABILITIES AND
      STOCKHOLDERS' EQUITY (DEFICIT)               $   367,092      $   264,488
                                                   ===========      ===========

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


                                      F-5
<PAGE>

                        ORGANIC SALES AND MARKETING, INC.
                          (A Development Stage Company)
                            Statements of Operations

                                                                Accumulated from
                                                                 August 23, 2003
                                                                   (inception)
                                        For the Years Ended         through
                                            September 30,         September 30,
                                        2007           2006           2007
                                     -----------    -----------  ---------------
REVENUES

   Product sales, net                $   190,076    $    25,000   $   292,157
   Services                                   --         25,111       110,433
                                     -----------    -----------   -----------

     Total Revenues                      190,076         50,111       402,590

COST OF SALES                             93,959         41,960       188,447
                                     -----------    -----------   -----------

   GROSS PROFIT                           96,117          8,151       214,143
                                     -----------    -----------   -----------

OPERATING EXPENSES
   Compensation costs                      4,166         16,667       190,000
   Selling, general and
     administrative                      908,403        292,361     1,717,702
                                     -----------    -----------   -----------

     Total Operating Expenses            912,569        309,028     1,907,702
                                     -----------    -----------   -----------

LOSS FROM OPERATIONS                    (816,452)      (300,877)   (1,693,559)
                                     -----------    -----------   -----------

OTHER INCOME (EXPENSE)

   Interest  income                        4,841          2,934         7,905
   Interest expense                      (12,942)      (266,064)     (418,867)
                                     -----------    -----------   -----------

     Total Other Income (Expense)         (8,101)      (263,130)     (410,962)
                                     -----------    -----------   -----------

NET LOSS BEFORE INCOME TAXES            (824,553)      (564,007)   (2,104,521)

INCOME TAX EXPENSE                            --             --            --
                                     -----------    -----------   -----------

NET LOSS                             $  (824,553)   $  (564,007)  $(2,104,521)
                                     ===========    ===========   ===========

LOSS PER SHARE-
     Basic and Diluted               $     (0.16)   $     (0.15)
                                     ===========    ===========

WEIGHTED AVERAGE NUMBER
OF SHARES OUTSTANDING-
     Basic and Diluted                 5,037,031      3,784,827
                                     ===========    ===========

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


                                      F-6
<PAGE>

                        ORGANIC SALES AND MARKETING, INC.
                          (A Development Stage Company)
                  Statements of Stockholders' Equity (Deficit)
      For the period August 23, 2003 (inception) through September 30, 2007

<TABLE>
<CAPTION>
                                                                                       (Deficit)
                                                                                      Accumulated                     Total
                                                                         Additional    during the                  Stockholders'
                                                  Common Stock            Paid-In     Development      Prepaid        Equity
                                             Shares         Amount        Capital        Stage         Expenses      (Deficit)
                                           ----------    -----------    -----------  ------------    -----------   -------------
<S>                                        <C>           <C>            <C>           <C>            <C>            <C>
Balance, August 23, 2003 (inception)               --    $        --    $        --   $        --    $        --    $        --

Value attributed to discount on
  convertible note                                 --             --        112,500                                     112,500

Shares issued for services
  at $.0001/share                           1,600,000            160             --                                         160

Cash Contribution to Capital                                                  2,328                                       2,328

Shares issued for services
  at $.10/share                             1,250,000            125        124,875                     (125,000)            --

Amortization of Prepaid Expenses                                                                          49,433         49,433

Net loss for the year ended
  September 30, 2003                                                                     (119,383)                     (119,383)
------------------------------------------------------   -----------    -----------   -----------    -----------    -----------
Balance, September 30, 2003                 2,850,000    $       285    $   239,703   $  (119,383)   $   (75,567)   $    45,038
------------------------------------------------------   -----------    -----------   -----------    -----------    -----------

Value attributed to discount on
  convertible note                                 --             --         80,274                                      80,274

Cash Contribution to Capital                                                    350                                         350

Shares issued for services
  at $.10/share                               150,000             15         14,985            --             --         15,000

Shares issued for services
  at $.10/share                               500,000             50         49,950                      (50,000)            --

Amortization of Prepaid Expenses                                                                          56,885         56,885

Net loss for the year ended
  September 30, 2004                                                                     (337,157)                     (337,157)
------------------------------------------------------   -----------    -----------   -----------    -----------    -----------
Balance, September 30, 2004                 3,500,000    $       350    $   385,262   $  (456,540)   $   (68,682)   $  (139,610)
------------------------------------------------------   -----------    -----------   -----------    -----------    -----------

Value attributed to discount on
  convertible note                                 --             --         85,944            --                        85,944

Amortization of Prepaid Expenses                                                                          47,849         47,849

Net loss for the year ended
  September 30, 2005                               --             --             --      (259,420)                     (259,420)
------------------------------------------------------   -----------    -----------   -----------    -----------    -----------
Balance, September 30, 2005                 3,500,000    $       350    $   471,206   $  (715,960)   $   (20,833)   $  (265,237)
------------------------------------------------------   -----------    -----------   -----------    -----------    -----------

Value attributed to discount on
  convertible note                                 --             --         49,500            --                        49,500

Amortization of Prepaid Expenses                                                                          16,667         16,667

Shares issued for cash at $1.00/share         431,100             43        431,057            --                       431,100

Shares issued for conversion of debt
  at $.42/share                               880,476             88        369,712            --                       369,800

Net loss for the year ended
  September 30, 2006                               --             --             --      (564,007)                     (564,007)
------------------------------------------------------   -----------    -----------   -----------    -----------    -----------
Balance, September 30, 2006                 4,811,576    $       481    $ 1,321,475   $(1,279,967)   $    (4,166)   $    37,823
------------------------------------------------------   -----------    -----------   -----------    -----------    -----------

Shares issued for cash at $1.00/share         576,993             58        576,935            --                       576,993

Amortization of Prepaid Expenses                                                                           4,166          4,166

Net loss for the year ended
  September 30, 2007                                                                     (824,553)                     (824,553)
------------------------------------------------------   -----------    -----------   -----------    -----------    -----------
Balance, September 30, 2007                 5,388,569    $       539    $ 1,898,410   $(2,104,521)   $        --    $  (205,572)
======================================================   ===========    ===========   ===========    ===========    ===========
</TABLE>

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


                                      F-7
<PAGE>

                        ORGANIC SALES AND MARKETING, INC.
                          (A Development Stage Company)
                            Statements of Cash Flows

<TABLE>
<CAPTION>
                                                                                                                   Accumulated from
                                                                                                                   August 23, 2003
                                                                                    For the Years Ended          (inception) through
                                                                                       September 30,                 September 30,
                                                                                 2007                 2006                2007
                                                                              -----------          -----------   -------------------
<S>                                                                           <C>                  <C>               <C>
CASH FLOWS FROM OPERATING ACTIVITIES

   Net loss                                                                   $  (824,553)         $  (564,007)      $(2,104,520)
   Adjustments to reconcile net loss to
    net cash used in operating activities:
     Depreciation expense                                                           2,698                  330             3,365
     Shares issued for services                                                        --                   --            15,160
     Shares issued for convertible debt interest                                       --                   --            41,582
     Amortization of prepaid expense                                                4,166               16,667           175,000
     Amortization of discount on notes payable                                         --              230,944           328,218
     Write-off of receivable from officer                                              --                   --            15,689
   Change in operating assets and liabilities:
     Accounts receivable-trade                                                    (24,521)              (3,305)          (30,602)
     Inventories                                                                  (82,130)             (19,460)         (111,304)
     Deposits                                                                          --                   --              (200)
     Prepaid expense                                                              (18,893)                  --           (18,893)
     Due from officers                                                                 --                   --           (15,689)
     Accounts payable                                                             155,858                2,794           239,811
     Accrued expenses                                                              48,396               35,774            99,386
     Accrued interest payable                                                       7,096               23,391            24,441
                                                                              -----------          -----------       -----------

      Net Cash Used in Operating Activities                                      (731,883)            (276,872)       (1,338,556)
                                                                              -----------          -----------       -----------

CASH FLOWS FROM INVESTING ACTIVITIES

   Purchase of property and equipment                                             (12,739)              (2,703)          (16,117)
                                                                              -----------          -----------       -----------

     Net Cash Used in Investing Activities                                        (12,739)              (2,703)          (16,117)
                                                                              -----------          -----------       -----------

CASH FLOWS FROM FINANCING ACTIVITIES

   Proceeds from issuance of shares                                               576,993              431,100         1,008,093
   Cash Contribution to Capital                                                        --                   --             2,678
   Proceeds from Line of Credit                                                        --               15,000            15,000
   Payments on Line of Credit                                                     (15,000)                  --           (15,000)
   Proceeds from notes payable-unrelated parties                                  157,000                   --           157,000
    payable - related party                                                            --               49,500           193,218
   Proceeds from convertible notes payable                                             --                   --           135,000
   Proceeds from notes payable - related party                                         --               32,000            94,987
   Payments on notes payable - related party                                       (7,351)             (25,655)          (42,961)
                                                                              -----------          -----------       -----------

     Net Cash Provided by Financing Activities                                    711,642              501,945         1,548,015
                                                                              -----------          -----------       -----------

NET INCREASE (DECREASE) IN CASH                                                   (32,981)             222,370           193,341

CASH, BEGINNING OF PERIOD                                                         226,322                3,953                --
                                                                              -----------          -----------       -----------

CASH, END OF PERIOD                                                           $   193,341          $   226,322       $   193,341
                                                                              ===========          ===========       ===========

SUPPLEMENTAL DISCLOSURES:

   Cash paid for interest                                                     $     5,695          $     9,938       $    32,236
   Cash paid for income taxes                                                 $        --                   --                --

NON-CASH INVESTING AND FINANCING ACTIVITIES:

   Shares issued for conversion of notes payable
        and accrued interest                                                  $        --          $   369,800       $   369,800
   Shares issued for services                                                          --                   --            15,160
   Shares issued for prepaid services                                               4,166               16,667           175,000
</TABLE>

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


                                      F-8
<PAGE>

                        ORGANIC SALES AND MARKETING, INC.
                          (A Development Stage Company)
                        Notes to the Financial Statements
                           September 30, 2007 and 2006

Note 1 - Organization and Principle Activities of the Company
-------------------------------------------------------------

Business Description
Organic Sales and Marketing,  Inc. was  incorporated in the state of Delaware on
August 23, 2003. On September 8, 2003, a security exchange agreement was entered
into with Garden Connections, LLC. Garden Connections, LLC partners received all
of the issued and outstanding common stock of Organic Sales and Marketing,  Inc.
in exchange for their interests in Garden Connections, LLC.

The Company is located in Raynham,  Massachusetts and is engaged in the sale and
marketing of a wide variety of organic  products  primarily  for lawn and garden
application, for distribution and sale in the New England Area to garden centers
and health food  stores.  The Company is  expanding  their  markets by acquiring
other types of consumer  products  that have organic  origins and can be private
labeled. The Company currently has private label organic products that have been
modified to meet  applications  in other  industries.  These new markets include
costume jewelry,  sporting goods, grocery, optical, health and beauty, footwear,
museum stores, historical preservation groups, and boating.

Note 2 - Summary of Significant Accounting Policies
---------------------------------------------------

The  financial  statements  have been  prepared in  accordance  with  accounting
principles generally accepted in the United States and incorporate the following
significant accounting policies:

Principles of Accounting
The  Company  employs  the  accrual  method  of  accounting  for both  financial
statements  and tax  purposes.  Using the accrual  method,  revenues and related
assets are recognized when earned, and expenses and the related  obligations are
recognized when incurred. The Company has elected a September 30 year end.

Use of Estimates
The preparation of financial statements in conformity with accounting principles
generally  accepted in the United States of America 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.

Revenue Recognition
The Company  applies the  provisions of SEC Staff  Accounting  Bulletin No. 104,
"Revenue  Recognition  in  Financial  Statements"  ("SAB 104"),  which  provides
guidance on the recognition, presentation and disclosure of revenue in financial
statements  filed with the SEC. SAB 104 outlines the basic criteria that must be
met to recognize revenue and provides guidance for disclosure related to revenue
recognition  policies.  We earn our revenues from the distribution of garden and
cleaning  products to retailers  and directly to consumers via our internet site
and from advertising  contracts.  Four basic criteria must be met before revenue
can be  recognized:  (1)  persuasive  evidence  of an  arrangement  exists;  (2)
delivery  has  occurred  or  services  rendered;   (3)  the  fee  is  fixed  and
determinable; and (4) collectibility is reasonably assured.


                                      F-9
<PAGE>

                        ORGANIC SALES AND MARKETING, INC.
                          (A Development Stage Company)
                        Notes to the Financial Statements
                           September 30, 2007 and 2006

Note 2 - Summary of Significant Accounting Policies (Continued)
---------------------------------------------------------------

Revenue Recognition (continued)
Revenue from garden and cleaning  products is  recognized  upon  shipment of the
product.  The  distribution of products is governed by purchase orders or direct
sale  agreements  which fix the price and delivery date.  The Company  records a
provision for product  returns and price markdowns as a reduction of gross sales
at the time the product  passes to these  retailers or consumers.  The provision
for anticipated  product returns and price markdowns is primarily based upon the
Company's  analysis of historical  product  return and price  markdown  results.
Should product sell-through results at retail store locations fall significantly
below  anticipated  levels this allowance may be insufficient.  The Company will
review the adequacy of its allowance for product returns and price markdowns and
if necessary will make  adjustments to this allowance on a quarterly  basis.  In
compliance with Emerging  Issues Task Force ("EITF") No. 00-10,  "Accounting for
Shipping and Handling Fees and Costs,"  distribution  costs charged to customers
are recognized as revenue when the related product is shipped.  Advance payments
are  recorded  on the  Balance  Sheet as  deferred  revenue  until  the  revenue
recognition criteria is met.

Revenue  from  radio  advertising  is  derived  from  two  sources,  the sale of
commercial  spots  on the  Garden  Guys  radio  talk  show  and  hosting  a live
broadcast. Revenue from radio advertising is recognized after the commercial has
been aired and/or a remote broadcast has taken place.  Customers will prepay for
radio spots or remote  broadcasts  at the time they contract with the Company to
air their  commercials or host a remote  broadcast.  The Company will carry this
prepayment as liability,  until such time as economic  performance  takes place.
Money received is refundable prior to the airing of commercials or the airing of
the remote broadcast,  adjusted by any production or other direct costs incurred
up to that point in time.

Cash and Cash Equivalents
The Company considers all highly liquid investments with original maturity dates
of three months or less at the time of purchase to be cash  equivalents.  During
fiscal 2006 and fiscal 2007, the Company maintained cash in bank accounts which,
at times,  exceeded Federal Deposit Insurance  Corporation  insured limits.  The
Company has not  experienced  any losses on this account and believes their risk
to be minimal.

Accounts Receivable
The Company  carries  its  accounts  receivable  at cost less an  allowance  for
doubtful  accounts.  On a periodic  basis,  the Company  evaluates  its accounts
receivable  and  establishes  an  allowance  for doubtful  accounts,  based on a
history of past write-offs and collections  and current credit  conditions.  The
Company feels that the entire balance of accounts receivable as of September 30,
2007 and September 30, 2006 is collectable.

Inventory
The  inventory  is stated at the lower of cost  (first-in-first-out  method)  or
market.  Inventory  items  consist  of raw  material  and  finished  goods.  Raw
materials consist of labels, bottles, sprayers and shipping materials.  Finished
goods consist of fertilizer bags and bottles of organic cleaning  products ready
for shipment. The inventory consists of newly purchased items; therefore,  there
is currently no allowance for excess or obsolete inventory.


                                      F-10
<PAGE>

                        ORGANIC SALES AND MARKETING, INC.
                          (A Development Stage Company)
                        Notes to the Financial Statements
                           September 30, 2007 and 2006

Note 2 - Summary of Significant Accounting Policies (Continued)
---------------------------------------------------------------

Prepaid Expense
Business expenses,  including consulting expense, that is paid for in advance of
services being rendered are treated as prepaid.  The Company  occasionally  pays
these expenses with the common stock of the Company. When this occurs the offset
is shown as a negative component of stockholders' equity.

Fixed Assets
Fixed assets are stated at cost less accumulated depreciation.  Expenditures for
minor  replacements,  maintenance  and repairs  which do not increase the useful
lives of the property and equipment are charged to operations as incurred. Major
additions and improvements  are  capitalized.  Depreciation and amortization are
computed using the  straight-line  method over estimated useful lives of five to
seven years.

Advertising
The Company  follows the policy of charging the costs of  advertising to expense
as incurred.  Advertising  expense primarily  consists of the Company's two hour
weekly  radio  Garden  Call In program  with Clear  Channel  Communications  and
Citadel  Communications  Company.  The total annual advertising  expense for the
contract  with Clear Channel and Citadel  Communications  is $70,600 and $41,700
for the years ended September 30, 2007 and 2006, respectively.  The Company also
advertises its products throughout area garden clubs and its own website.

Net Income (Loss) per Share
Basic net income  (loss) per share is computed by dividing net income  (loss) by
the weighted  average  number of common shares  outstanding.  Diluted net income
(loss) per share is  computed  by  dividing  net income  (loss) by the  weighted
average number of common shares outstanding and dilutive potential common shares
which  includes  the dilutive  effect of stock  options and  warrants.  Dilutive
potential  common shares for all periods  presented  are computed  utilizing the
treasury  stock  method.  There were no stock  options or  warrants  outstanding
during the periods presented.

                                                         For the Years Ended
                                                             September 30,
                                                       ------------------------
                                                         2007            2006
                                                       --------        --------
Basic and Diluted
-----------------
Net Loss - Numerator                                   $(824,553)     $(564,007)
                                                       =========      =========

Weighted Average Shares - Denominator                  5,037,031      3,784,827
                                                       =========      =========

Per Share Amount                                       $   (0.16)     $   (0.15)
                                                       =========      =========


                                      F-11
<PAGE>

                        ORGANIC SALES AND MARKETING, INC.
                          (A Development Stage Company)
                        Notes to the Financial Statements
                           September 30, 2007 and 2006

Note 2 - Summary of Significant Accounting Policies (Continued)
---------------------------------------------------------------

Income Taxes
The Company is a C Corporation registered in the state of Delaware. Income taxes
are  provided  for the tax effects of  transactions  reported  in the  financial
statements and consist of taxes currently due. Income taxes are accounted for in
accordance with SFAS No. 109,  "Accounting for Income Taxes" ("SFAS 109"). Under
SFAS No. 109 income taxes are recognized  for the following:  i) amount of taxes
payable for the current year,  and ii) deferred tax assets and  liabilities  for
the future tax  consequences of events that have been recognized  differently in
the  financial  statements  than  for tax  purposes.  Deferred  tax  assets  and
liabilities are  established  using statutory tax rates and are adjusted for tax
rate  changes.  SFAS 109 also  requires that deferred tax assets be reduced by a
valuation  allowance  if it is more likely than not that some  portion or all of
the deferred tax assets will not be realized.

Recently Issued Accounting Standards

In February 2006, the FASB issued SFAS Statement No. 155, "ACCOUNTING FOR
CERTAIN HYBRID FINANCIAL INSTRUMENTS--AN AMENDMENT OF FASB STATEMENTS NO. 133
AND 140" ("SFAS 155"). This Statement amends FASB Statements No. 133, Accounting
for Derivative Instruments and Hedging Activities, and No. 140, Accounting for
Transfers and Servicing of Financial Assets and Extinguishments of Liabilities.
This Statement resolves issues addressed in Statement 133 Implementation Issue
No. D1, "APPLICATION OF STATEMENT 133 TO BENEFICIAL INTERESTS IN SECURITIZED
FINANCIAL ASSETS." This Statement permits fair value re-measurement for any
hybrid financial instrument that contains an embedded derivative that otherwise
would require bifurcation, clarifies which interest-only strips and
principal-only strips are not subject to the requirements of Statement 133,
establishes a requirement to evaluate interests in securitized financial assets
to identify interests that are freestanding derivatives or that are hybrid
financial instruments that contain an embedded derivative requiring bifurcation,
clarifies that concentrations of credit risk in the form of subordination are
not embedded derivatives and amends Statement 140 to eliminate the prohibition
on a qualifying special-purpose entity from holding a derivative financial
instrument that pertains to a beneficial interest other than another derivative
financial instrument. SFAS 155 is effective for all financial instruments
acquired or issued for the Company for fiscal years beginning after September
15, 2006. The adoption of this standard is not expected to have a material
effect on the Company's results of operations or financial position.

In July 2006,  the FASB  issued  FASB  Interpretation  No. 48,  "ACCOUNTING  FOR
UNCERTAINTY IN INCOME TAXES - AN INTERPRETATION OF FASB STATEMENT NO. 109" ("FIN
48"). FIN 48 clarifies the accounting for uncertainty in income taxes recognized
in  the  financial  statements  and  prescribes  a  recognition   threshold  and
measurement attribute for the financial statement recognition and measurement of
a tax  position  taken in a tax return.  The  adoption  of this  standard is not
expected to have a material  effect on the  Company's  results of  operations or
financial position.


                                      F-12
<PAGE>

                        ORGANIC SALES AND MARKETING, INC.
                          (A Development Stage Company)
                        Notes to the Financial Statements
                           September 30, 2007 and 2006

Note 2 - Summary of Significant Accounting Policies (Continued)
---------------------------------------------------------------

Recently Issued Accounting Standards (Continued)

In  September  2006,  the FASB issued SFAS No.  157,  "FAIR VALUE  MEASUREMENTS"
("SFAS  157").  While  SFAS 157  formally  defines  fair  value,  establishes  a
framework  for  measuring  fair value and  expands  disclosure  about fair value
measurements,  it does not  require  any new fair value  measurements.  SFAS 157
applies under other accounting  pronouncements that require or permit fair value
measurements.  SFAS 157 is required to be adopted  effective January 1, 2008 and
the  Company  does  not  presently  anticipate  any  significant  impact  on its
consolidated financial position, results of operations or cash flows.

In September  2006,  the FASB issued SFAS No. 158,  "EMPLOYERS'  ACCOUNTING  FOR
DEFINED  BENEFIT PENSION AND OTHER  POSTRETIREMENT  PLANS - AN AMENDMENT OF FASB
STATEMENTS  NO. 87, 88, 106 AND  132(R)"  ("SFAS  158").  SFAS 158  requires  an
employer to recognize the funded status of its defined benefit pension and other
postretirement  plans as an asset or  liability  in its  statement  of financial
position and to recognize  changes in the funded status in the year in which the
changes occur through other comprehensive income. The funded status of a plan is
measured  as the  difference  between  plan assets at fair value and the benefit
obligation, which is represented by the projected benefit obligation for pension
plans  and  the  accumulated   postretirement   benefit   obligation  for  other
postretirement plans. SFAS 158 requires the recognition, as a component of other
comprehensive income, net of tax, of the gains or losses and prior service costs
or credits that arise during the period but are not recognized as a component of
net periodic benefit cost in accordance with existing accounting principles.

Amounts  required to be recognized in accumulated  other  comprehensive  income,
including  gains and losses and prior  service  costs or credits are adjusted as
they are  subsequently  recognized as  components  of net periodic  benefit cost
pursuant to the recognition and amortization  provisions of existing  accounting
principles.  In addition,  SFAS 158 requires plan assets and  obligations  to be
measured  as of the  date of the  employer's  year-end  statement  of  financial
position as well as the  disclosure  of  additional  information  about  certain
effects on net  periodic  benefit cost for the next fiscal year from the delayed
recognition of the gains or losses and prior service costs or credits.

The Company is required to adopt those  provisions of SFAS 158  attributable  to
the initial recognition of the funded status of the benefit plans and disclosure
provisions as of December 31, 2006.  Those  provisions of SFAS 158 applicable to
the  amortization  of gains or losses and prior  service  costs or credits  from
accumulated  other  comprehensive  income to the net  periodic  benefit cost are
required to be applied on a prospective  basis  effective  January 1, 2007.  The
Company does not  anticipate  that the adoption of SFAS 158 will have any impact
on its financial statements.

In  February,  2007,  the FASB issued SFAS No. 159,  "THE FAIR VALUE  OPTION FOR
FINANCIAL  ASSETS AND FINANCIAL  LIABILITIES-INCLUDING  AN AMENDMENT OF FASB NO.
115" ("SFAS 159"). SFAS 159 permits entities to choose to measure many financial
instruments  and certain other items at fair value.  The objective is to improve
financial  reporting  by providing  entities  with the  opportunity  to mitigate
volatility  in  reported   earnings  caused  by  measuring  related  assets  and
liabilities  differently  without  having  to  apply  complex  hedge  accounting
provisions.


                                      F-13
<PAGE>

                        ORGANIC SALES AND MARKETING, INC.
                          (A Development Stage Company)
                        Notes to the Financial Statements
                           September 30, 2007 and 2006

Note 2 - Summary of Significant Accounting Policies (Continued)
---------------------------------------------------------------

Recently Issued Accounting Standards (Continued)

SFAS 159 is effective as of the beginning of an entity's  first fiscal year that
begins after November 15, 2007.  Early adoption is permitted as of the beginning
of a fiscal year that begins on or before November 15, 2007,  providing that the
entity  also  elects  to apply  the  provisions  of FASB No.  157,  "FAIR  VALUE
MEASUREMENTS".  The Company does not presently anticipate any significant impact
on its consolidated financial position, results of operations or cash flows.

Reclassifications
Certain immaterial amounts from prior years have been reclassified to conform to
the 2006 presentation.

Fair Value of Financial Instruments
The  carrying  value of cash  and  cash  equivalents,  accounts  receivable  and
accounts payable approximates fair value due to the short-term maturity of these
instruments. The carrying value of notes payable approximates fair value because
negotiated terms and conditions are consistent with current market rates.

Note 3 - Inventories
--------------------

Inventories consisted of the following as of:

                                                       For the Years Ended
                                                          September 30,
                                                   ----------------------------
                                                      2007              2006
                                                   -----------      -----------
Raw materials                                      $    80,360      $    25,684
Finished goods                                          30,944            3,490
                                                   -----------      -----------

Totals                                             $   111,304      $    29,174
                                                   ===========      ===========

At September 30, 2007 and 2006, no provision for obsolete inventory was recorded
by the Company.

Note 4 - Property and Equipment
-------------------------------

Property and equipment consisted of the following as of:

                                                        For the Years Ended
                                                            September 30,
                                                   ----------------------------
                                                      2007              2006
                                                   -----------      -----------
Property and equipment                             $    16,117      $     3,378
Less: accumulated depreciation                          (3,365)            (667)
                                                   -----------      -----------

Property and equipment, net                        $    12,752      $     2,711
                                                   ===========      ===========

Depreciation expense on property and equipment was $2,698 and $330 for the years
ended September 30, 2007 and 2006, respectively.


                                      F-14
<PAGE>

                        ORGANIC SALES AND MARKETING, INC.
                          (A Development Stage Company)
                        Notes to the Financial Statements
                           September 30, 2007 and 2006

Note 5 - Income Taxes
---------------------

The  Company  has  adopted  FASB 109 to account  for income  taxes.  The Company
currently  has no issues  that  create  timing  differences  that would  mandate
deferred tax expense.  Net operating  losses would create possible tax assets in
future years. Due to the uncertainty as to the utilization of net operating loss
carry  forwards an  evaluation  allowance has been made to the extent of any tax
benefit that net operating  losses may  generate.  No provision for income taxes
has been recorded due to the net operating loss  carry-forward of $1,766,822 and
$950,499 as of September 30, 2007 and September  30, 2006,  respectively,  which
may be offset  against  future  taxable  income through 2027. No tax benefit has
been reported in the financial statements.

Deferred tax assets and the valuation account are as follows:

                                                       For the Years Ended
                                                           September 30,
                                                   ----------------------------
                                                      2007              2006
                                                   -----------      -----------
Deferred tax asset:
Net operating loss carryforward                    $   688,370      $   366,795
Valuation allowance                                   (688,370)        (366,795)
                                                   -----------      -----------

                                                   $        --      $        --
                                                   ===========      ===========

The components of income tax expense are as follows:

                                                       For the Years Ended
                                                           September 30,
                                                   ----------------------------
                                                      2007              2006
                                                   -----------      -----------
Current Federal tax                                $        --      $        --
Current State tax                                           --               --
Change in NOL benefit                                  321,576          129,895
Change in valuation allowance                         (321,576)        (129,895)
                                                   -----------      -----------

                                                   $        --      $        --
                                                   ===========      ===========


                                      F-15
<PAGE>

                        ORGANIC SALES and MARKETING, INC.
                          (A Development Stage Company)
                        Notes to the Financial Statements
                           September 30, 2007 and 2006

Note 6 - Convertible Notes Payable
----------------------------------

Between  February 2002 and March 2006,  the Company  issued a number of interest
bearing and non-interest  bearing notes that were convertible into the Company's
common  stock at the  option  of the  holder at an  exercise  price of $0.42 per
common share.  One group of 6% interest  bearing  notes of identical  terms were
issued to ten individual  investors between August 30, 2003 and December 4, 2003
totaling  $120,000  (the  "$120,000  Notes")  all of  which  matured  (including
extensions) on September 30, 2006. Two  additional  interest  bearing notes were
issued to related  parties in December 2003 (both are board members,  the "Board
Notes")  totaling $5,000 under the same terms as the $120,000  Notes.  Two other
parties were issued 6% interest  bearing  notes  totaling  $15,000 (the "$15,000
Notes"), maturing nine years after issuance under the same terms as the $120,000
notes.  The  $15,000  Notes  were  broken  out as  follows:  $5,000 to a related
individual  and $10,000 to an un-related  individual.  A series of  non-interest
bearing convertible notes were issued to another related party, Jerry Adelstein,
for a total of $188,218 (the "Adelstein Notes") between the period of March 2004
and March 2006, all of which matured nine years after their issuance.  All notes
were  issued  in  return  for cash or cash  disbursements  and not for  services
rendered. On July 26, 2006, each of these convertible notes was converted into a
total of 781,471  shares of the Company's  common stock and the related  accrued
but unpaid  interest on these  convertible  notes was also converted into 99,005
shares of common stock (see Note 11). As a result of the conversions into common
stock,  the balance due on these  convertible  notes at  September  30, 2007 and
September 30, 2006 was $-0-.

The Company has accounted for the above  convertible  notes under the provisions
of EITF 98-5,  "Accounting for Convertible Securities with Beneficial Conversion
Features  (BCF) or  Contingently  Adjustable  Conversion  Ratios" and EITF 00-27
"Application of Issue No. 98-5 to Certain  Convertible  Instruments".  EITF 98-5
provides that an  instrument,  with an embedded  beneficial  conversion  feature
present,  must  value  the  conversion  feature.  The  Company  has  valued  the
conversion  feature of all the notes and  determined  it to be greater  than the
proceeds received;  therefore the BCF is limited to the proceeds  received.  The
BCF was accreted on a  straight-line  basis over the period from issuance  until
maturity  of the  notes.  In  accordance  with EITF  00-27,  paragraph  21,  any
unamortized  discount that remained on notes that were converted  prior to their
maturity  date were  immediately  charged to interest  expense on the  Company's
statements of operations.

Note 7 - Notes Payable-Unrelated Parties
----------------------------------------

In June, July and August, 2007 promissory notes totaling $157,000 were issued to
nine note holders.  Two types of promissory notes were issued carrying  maturity
dates of eight months and twelve months.  Eight month  promissory notes totaling
$62,000 were issued to five note holders Twelve month  promissory notes totaling
$95,000 were issued to four note holders. All promissory notes carry interest at
15% per annum.  The eight month promissory note carries an 8 1/2% interest bonus
at maturity and the twelve month promissory note carries a 2 1/2% interest bonus
at maturity.  All accrued  interest and  principal is paid at maturity.  Accrued
interest payable at September 30, 2007 was $3,122.


                                      F-16
<PAGE>

                        ORGANIC SALES AND MARKETING, INC.
                          (A Development Stage Company)
                        Notes to the Financial Statements
                           September 30, 2007 and 2006

Note 8 - Notes Payable - Related Parties
----------------------------------------

Notes payable - related parties consisted of the following at:

                                                       For the Years Ended
                                                           September 30,
                                                   ----------------------------
                                                      2007             2006
                                                   -----------      -----------
Note payable with a director
  of the Company, interest at 6% per
  annum, payments of $1,000 due
  monthly beginning April 1, 2007,
  matures March 2010, unsecured.                   $    32,026      $    32,026

Note payable with the President
  of the Company, interest at 10% per
  annum, payments of $636 due monthly,
  accelerated payments are permitted,
  matures October 2007, unsecured.                          --            7,351

Note payable with a related
  individual, interest at 10% per
  annum, no current repayment
  requirements, due on demand,
  unsecured.                                            20,000           20,000
                                                   -----------      -----------

Total Notes Payable - Related Parties                   52,026           59,377
Less: Current Portion                                       --          (52,319)
                                                   -----------      -----------

Long-Term Notes Payable -
  Related Parties                                  $    52,026      $     7,058
                                                   ===========      ===========

Total accrued  interest payable at September 30, 2007 and September 30, 2006 was
$21,319 and $17,345, respectively.

Annual maturities of notes payable - related parties are as follows:

         Years Ending September 30,                  Amount
         -------------------------                -------------
                    2008                                52,026
                    2009                                    --
                    2010                                    --
                    2011                                    --
                    2012                                    --
                 Thereafter                                 --
                                                  ------------
                                                  $     52,026
                                                  ------------


                                      F-17
<PAGE>

                        ORGANIC SALES AND MARKETING, INC.
                          (A Development Stage Company)
                        Notes to the Financial Statements
                           September 30, 2007 and 2006

Note 9 - Commitments and Contingencies
--------------------------------------

The Company leases  facilities for its corporate  offices at $600 per month. The
lease  expires in fiscal  2007 and will then be  converted  to a  month-to-month
basis.  In addition,  the company leases  warehouse space at $500 per month that
expires in January,  2008.  Rental  expense for fiscal 2007 and 2006 was $11,700
and $7,800, respectively. In addition, the Company has various equipment leases.

The Company has radio station syndication  agreements with commitments accounted
for as operating leases. The radio station agreements range from three months to
one year and the Company intends to renew them at the end of each term.

The  company  also has a one year  consulting  agreement  with one of its  sales
representatives  and had a conditional  Private Placement agreement in effect as
of  September  30,  2007 to conduct a  proposed  private  placement  of up to $6
Million.  The agreement was  terminated  subsequent to year end. See Note 15 for
further details.

The future  minimum  annual lease  commitments  as of September  30, 2007 are as
follows:

         Years Ending September 30,                   Amount
         -------------------------                -------------
                    2008                                71,375
                    2009                                 3,125
                    2010                                 3,125
                    2011                                 2,272
                    2012                                    --
                 Thereafter                                 --
                                                  ------------
                                                  $     79,897
                                                  ------------

Note 10 - Related Party
-----------------------

The Company had a monthly consulting  agreement,  effective  January,  2004 with
Leonard  Colt, a  shareholder,  Corporate  Secretary  and member of the Board of
Directors.  Leonard Colt is the sole owner of Pegasus Marketing,  which provided
consulting  services  to the  Company  for $1,250  per month plus  out-of-pocket
travel  expenses.  The contract was for a one year period and renewable  upon an
annual  review by the  directors  of the  Company.  As of January  1, 2006,  the
contract had not been renewed. The amount due Pegasus Marketing on September 30,
2006 was $25,545.  The amount paid to Pegasus  Marketing  during the years ended
September 30, 2007 and 2006 $-0- and $-0-, respectively.

Note 11 - Line of Credit
------------------------

In August 2006, the Company entered into a Line of Credit / Overdraft Protection
Agreement  ("LOC  Agreement")  with a financial  institution.  The LOC Agreement
allows the Company to borrow up to a maximum of $75,000. Interest accrues at the
Wall  Street  Journal  Prime Rate ("WSJ  Prime  Rate") less 1% for the first six
months  and at the WSJ Prime Rate  thereafter.  All  amounts  due on the line of
credit  are due on  demand.  The  balance  outstanding  on the line of credit at
September 30, 2007 and 2006 was $-0- and $15,000 respectively.  Accrued Interest
Payable at September 30, 2007 and 2006 was $-0- and $74,  respectively.  The LOC
Agreement is also guaranteed by an officer of the Company.


                                      F-18
<PAGE>

                        ORGANIC SALES AND MARKETING, INC.
                          (A Development Stage Company)
                        Notes to the Financial Statements
                           September 30, 2007 and 2006

Note 12 - Equity Transactions
-----------------------------

Effective  January 3, 2006, the Company  commenced a stock offering whereby they
issued  431,100  shares of its common stock for cash of $431,100 as of September
30, 2006 and, in addition,  issued 880,476 shares of its common stock to convert
$328,218 of debt and $41,582 of related  interest on the debt (see also Note 6 -
Convertible Notes Payable).

As of September 30, 2007, the Company had issued an additional 576,993 shares of
its stock for cash of $576,993 as of September 30, 2007.

During the year ended  September  30,  2003,  the  Company  issued an  aggregate
1,600,000 shares of common stock at $.0001 per share to founders of the Company,
for  services  rendered in behalf of the Company.  Accordingly,  this amount has
been charged to the statements of operations and common stock.

During the year ended  September 30, 2003, the Company issued  850,000,  150,000
and 250,000 shares of common stock valued at $.10 per share to Jerry  Adelstein,
Leonard  Colt and  Joanne  Anderson,  respectively.  These  shares  were  issued
pursuant to Consulting Service agreements with Organic Sales and Marketing, Inc.
The shares were  issued  prior to the  complete  fulfillment  of the  consulting
agreements,  therefore,  the amounts were initially debited to prepaid expenses,
shown as a negative component of stockholders' equity and have been amortized on
a straight-line  basis. In accordance with SFAS No. 123(R), the cost of services
has been charged to the statements of operations. All amounts had been amortized
as of September 30, 2005.

During the year ended September 30, 2004,  650,000 shares of common stock valued
at $.10 per share were issued to Bruno Kordich pursuant to a Consulting  Service
agreement  with Organic Sales and Marketing,  Inc. Per the consulting  agreement
150,000 or $15,000,  were issued upon signing the  agreement  and the  remaining
500,000 or  $50,000  were  recorded  as a prepaid  expense,  shown as a negative
component  of  stockholders'  equity.  The  $50,000  has  been  amortized  on  a
straight-line  basis over the life of the  consulting  agreement.  In accordance
with SFAS No. 123(R), the costs of services have been charged to the appropriate
statements  of  operations.  Amounts  remaining to be amortized at September 30,
2007 and September 30, 2006 are $0 and $4,166, respectively.

Note 13 - Going Concern
-----------------------

The  accompanying  financial  statements  have been  prepared  assuming that the
Company will continue as a going concern.  The Company is poorly capitalized and
has had recurring  operating  losses for the past several years and is dependent
upon financing to continue  operations.  The financial statements do not include
any adjustments  that might result from the outcome of this  uncertainty.  It is
management's  plan to continue to implement their strategy to commence sales. As
the Company's revenues are established,  management expects to report net income
possibly within one year. With the  commencement of sales,  management  believes
that the Company will eventually,  possibly within one year, generate sufficient
funds to support operations. In the interim, management believes that shortfalls
in cash flow will be  satisfied  with  funds  previously  raised on the Rule 504
offering,  by Notes Payable offered at 15% per annum, by an anticipated  Private
Placement offering in Q1, 2008 and by Officers and Directors, as necessary.


                                      F-19
<PAGE>

                        ORGANIC SALES AND MARKETING, INC.
                          (A Development Stage Company)
                        Notes to the Financial Statements
                           September 30, 2007 and 2006

Note 14 - Concentration of Credit Risk
--------------------------------------

Major Customers
---------------

The Company had three  customers who  represented 10% or more of total sales for
the year ended  September  30,  2007.  As of September  30,  2006,  no customers
represented 10% or more of total sales.

                                                              September 30, 2007
                                                              ------------------

Customer A                                                                   30%
Customer B                                                                   24%
Customer C                                                                   11%

As of September 30, 2007, approximately 79% of the Company's accounts receivable
was due from these three customers.  The loss of these  customers,  although not
anticipated,  could have a material  impact on the Company's  present and future
operations.

Major Suppliers
---------------

The Company had four vendors who  represented  10% or more of the total material
purchases for the year ended  September 30, 2007.  Alternate  suppliers are used
for three of the four vendors.  As of September 30, 2006, no vendors represented
10% or more of total purchases.

                                                              September 30, 2007
                                                              ------------------
Vendor A                                                                     22%
Vendor B                                                                     19%
Vendor C                                                                     16%
Vendor D                                                                     14%

Due to capabilities,  pricing and geographic location,  vendor A is considered a
sole source  vendor by the  Company.  The loss of this sole source  vendor could
have a temporary impact on operations;  however, alternate suppliers are readily
available  that the Company  feels could  quickly fill the void,  should it ever
exist.

Note 15 - Subsequent Events
---------------------------

On October 29, 2007, the Company advised Andrew Garrett,  Inc. that it no longer
wished to proceed under the conditional  Placement Agent agreement signed by the
Company on March 13, 2007. The agreement had provided that Garrett would conduct
a proposed private  placement of up to $6 Million on the Company's  behalf.  The
Company advised Garrett that it had decided to proceed in a different  direction
as to funding.

On October 31, 2007, the Company and Fisher  Scientific  Company,  LLC signed an
agreement  that gives Fisher the  exclusive  right to be the sole United  States
National  Laboratory  Distributor  for the  Company's  commercially  branded OSM
product  line  through  December 31,  2008.  This  exclusivity  will be reviewed
annually  and  awarded  based  upon  the  attainment  of  mutually  agreed  upon
non-binding  sales targets.  The non-binding  sales target for 2008 is $150,000.
Failure to meet the  non-binding  sales target could result in the forfeiture of
exclusivity.

Following the initial term,  the agreement  automatically  renews for successive
twelve month  periods,  unless either party gives ninety days written  notice of
intent not to renew.


                                      F-20