As filed with the Securities and Exchange Commission on June 4, 2001 File No.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM SB-2
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

ORGANIC SOILS.COM, INC.
(Exact name of registrant as specified in its charter)

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

300 East 54th Avenue, Suite 200
Anchorage, Alaska 99518
Telephone: 907-770-3709
(Address and telephone number of registrant's principal offices)

Ray L. Smith, President
Organic Soils.com, Inc.
300 East 54th Avenue, Suite 200
Anchorage, Alaska 99518
Telephone: 907- 770-3709
(Name, address and telephone number of agent for service)

Copies to:
Peter R. Chernik, Esq.
28 Fifteenth Avenue
San Francisco, CA 94118
Telephone: (415) 387-7500
Facsimile: (415) 387-7200

Approximate date of commencement of proposed sale to the public: As soon as
practicable after the Registration Statement becomes effective.

If any of the securities being registered on this form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box: [ ]

If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]

CALCULATION OF REGISTRATION FEE

Title of each class Amount to be Proposed offering Proposed maximum Amount of
of securities to registered price per share aggregate offering registration
be registered price fee

Common Stock 160,000 shares $1.50 per share $240,000 $60

The number of shares to be registered is estimated solely for the purpose
of calculating the registration fee.

Registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the Registrant shall file
a further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.

The information in this prospectus is not complete and may be changed. We may
not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an offer
to sell these securities and is not soliciting an offer to buy these securities
in any state where the offer or sale is not permitted.

PROSPECTUS
Subject to completion ____________, 2001

No Minimum / $240,000 Maximum

ORGANIC SOILS.COM, INC.
COMMON STOCK

This is Organic.Soils.Com, Inc.'s (Organic Soils) initial public
offering. We are offering a maximum of 160,000 shares of its common stock. There
is no minimum. The public offering price is $1.50 per share. No public market
currently exists for our shares.

See "Risk Factors" beginning on page 2 for certain information you
should consider before you purchase the shares.

(boldface)
Neither the securities and exchange commission nor any state securities
commission has approved or disapproved of the securities or passed upon the
accuracy or adequacy of this prospectus. Any representation to the contrary is a
criminal offense.
(end boldface)

This is a best efforts offering, with no minimum amount, to be made by
the officers and directors of Organic Soils. No commission or other compensation
related to the sale of the shares will be paid to any of our officers or
directors. No arrangements have been made to place funds in escrow, trust or any
similar account. Funds will be immediately available to Organic Soils. The
offering will be held open for 120 days following the effective date of the
prospectus.

-----------

PRICE $1.50 PER SHARE
------------

Price to Public Commissions Proceeds to Company

Per Share $1.50 $-0- $1.50

Minimum -0- $-0- -0-
Maximum $240,000 $-0- $240,000

The date of this Prospectus is _____________, 2001.

TABLE OF CONTENTS

Page
----
Available Information.................................... 1
Prospectus Summary....................................... 2
Summary of Financial Information......................... 2
Risk Factors............................................. 3
Forward-Looking Statements............................... 5
Use of Proceeds...........................................5
Determination of Offering Price.......................... 6
Dilution................................................. 6
Legal Proceedings.........................................7
Directors, Executive Officers, Promoters and
Control Persons..........................................7
Security Ownership of Certain Beneficial
Owners and Management....................................8
Description of Securities...............................8
Interest of Named Experts and Counsel..................8
Disclosure of Commission Position on
Indemnification for Securities Act Liabilities..........9
Description of Business.................................9
Management's Discussion and Analysis of
Results of Operations and Financial Condition............12
Description of Property...................................13
Certain Relationships and Related Transactions............13
Market for Common Stock and Related
Stockholder Matters......................................13
Executive Compensation....................................14
Executive Compensation Summary Compensation Table.........14
Plan of Distribution......................................14
Capitalization............................................14
Description of the Securities.............................15
Shares Available for Future Sale..........................15
Experts...................................................16
Financial Statements......................................F-1

iii

AVAILABLE INFORMATION

Organic Soils has filed with the Securities and Exchange Commission a
Registration Statement on Form SB-2 under the Securities Act of 1933 for the
common stock offered hereby. This prospectus, which constitutes a part of the
registration statement, does not contain all of the information set forth in the
registration statement or the exhibits and schedules which are part of the
registration statement. The Registration Statement, including the attached
exhibits and schedules, as well as all future reports and other information
filed by Organic Soils with the Securities and Exchange Commission ("SEC"), may
be inspected without charge at the Public Reference Room of the SEC's principal
office at Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, and
at the SEC's regional offices at 13th Floor, Seven World Trade Center, New York,
N.Y. 10048, and Suite 1400, Citicorp Center, 500 West Madison Street, Chicago,
Illinois 60661. Copies of these materials can also be obtained at prescribed
rates from the Public Reference Section of the SEC at Judiciary Plaza, 450 Fifth
Street, N.W., Washington, D.C. 20549. Electronic filings made through the
Electronic Data Gathering Analysis and Retrieval System are also publicly
available through the SEC's Web site.

Upon completion of this offering, we will become subject to the
information and periodic reporting requirements of the Securities Exchange Act
and, in accordance therewith, will file periodic reports, proxy statements and
other information with the SEC. Such information will be available for
inspection and copying at the SEC's public reference rooms and the Web site of
the SEC referred to above.

Page 1

PROSPECTUS SUMMARY

About our company

We were formed as a Nevada corporation on January 19, 2000 and operate
under the name of Organic.Soils.Com, Inc. (Organic Soils). Organic Soils was
organized to engage in the business to package, promote and market Alaskan
organic humus soil. Organic Soils' principal executive offices are located at
300 East 54th Avenue, Suite 200, Anchorage, Alaska and its telephone number is
907-770-3709.

We have commenced only limited operations and are considered a
development stage company. As of December 31, 2000 we have realized $211,035 net
losses and have not yet established profitable operations. These factors raise
substantial doubts about our ability to continue as a going concern. The
proceeds from this offering are needed so we can continue operations and
implement our growth and marketing plan.

The Offering

This is a best efforts offering to be made by the officers and directors
of Organic Soils. We are offering a maximum of 160,000 shares of our common
stock. There is no minimum. No commission or other compensation related to the
sale of the shares will be paid to any of our officers or directors. No
arrangements have been made to place funds in escrow, trust or any similar
account. Funds will be immediately available to Organic Soils. The offering will
be held open for 120 days following the effective date of the prospectus.

SUMMARY OF FINANCIAL INFORMATION

A summary of our financial condition, as of December 31, 2000, is set
forth below.

YEAR ENDED DECEMBER 31, 2000

Revenues 23,612

Expenses
Costs of goods sold 22,465
General and Administrative 211,927
-------
Total expenses 234,392

Other income and expenses
Interest income 45
Interest expense 300
Net Loss (211,035)
Net Loss Available to
common shareholders (211,035)

Net Loss per share of
common shareholders (0.51)

Balance Sheet Data

Assets 18,576

Liabilities 10,261

Page 2

RISK FACTORS

This offering involves a high degree of risk. You should carefully
consider the risks and uncertainties described below and the other information
in this prospectus before deciding whether to invest in shares of our common
stock. If any of the following risks actually occur, our business, operating
results or financial condition could be materially adversely affected. This
could cause the market price of our common stock to decline, and could cause you
to lose all or part of your investment.

Although our management has past experience in the soil industry, we
are a new business and investment in our company is risky. We have an extremely
limited operating history so it will be difficult for you to evaluate an
investment in our stock. We have limited experience and a short history of
operations with respect to marketing and selling our soil. To date, we have had
revenue of approximately $23,612 and net losses of $211,035 and do not expect to
be profitable for at least six months following this offering and no assurances
can be given that we will ever be profitable. As a young company, we are
especially vulnerable to the problems, delays, expenses and difficulties
encountered by any company in the development stage. Since we have not proven
the essential elements of profitable operations, you will be furnishing venture
capital to us and will bear the risk of complete loss of your investment in the
event we are not successful.

If we do not raise money through this offering, it is unlikely we can
continue operations. We have limited assets and need the proceeds from this
offering to continue our business, identify new markets and sell our products.
This is a best efforts offering with no minimum. If less than 25% of the
offering is sold we will have to seek other sources of financing or we will be
severely limited in achieving our plan of operation. There is no assurance that
additional sources of funding will be available or at a reasonable cost.

Our independent auditor has expressed doubts about our ability to
continue as a going concern. We are a development stage company as defined in
Financial Accounting Standards Board Statement No. 7. We are devoting
substantially all of our present efforts in establishing a new business.
Although we have started our planned operation, we have generated only $23,612
in revenue as of December 31, 2000 had net losses of $211,035. These factors
raise substantial doubt about our ability to continue as a going concern.

Page 3

We may have conflicts of interest with APC Export, Inc. Our management
consists of the same management that controls APC Export, Inc., a supplier of
our humus soil. In the context of negotiating commercial arrangements with APC
Export, Inc., conflicts of interest may arise in this and other contexts. We
cannot give any assurances that the conflicts of interest will be resolved in
our favor.

Our directors and management will collectively control over 82% of our
outstanding common stock. After this offering, assuming the maximum amount of
shares offered are sold, our directors and officers will collectively control
approximately 82.76% of our outstanding common stock. As a result, these
stockholders, if they act together, will be able to influence our management and
affairs and all matters requiring stockholder approval, including the election
of directors and approval of significant corporate transactions. This
concentration of ownership may have the effect of delaying or preventing a
change in control of our company and might adversely affect the market price of
our common stock.

We are dependent on our relationship with APC Export, Inc. Organic
Soils' revenue is highly dependent on its relationship with APC Export, Inc.
Organic Soils entered into a certain distribution and marketing agreement with
APC Export, Inc. from which Organic Soils has derived its only revenue to date.
Any termination, adverse adjustment of purchase price or any other material
terms under this agreement, APC Export, Inc.'s inability to deliver product to
Organic Soils, change in APC Export, Inc.'s distribution methods or adverse
change in Organic Soils' relationship with APC Export, Inc. could have a
material adverse effect on Organic Soils' business, financial condition and
results of operations.

It is likely our stock will become subject to the penny stock rules
which impose significant restrictions on the broker-dealers and may affect the
resale of our stock. A penny stock is generally a stock that

- is not listed on a national securities exchange or Nasdaq,

- is listed in "pink sheets" or on the NASD OTC Bulletin Board,

- has a price per share of less than $5.00 and

- is issued by a company with net tangible assets less than $5 million.

The penny stock trading rules impose additional duties and
responsibilities upon broker-dealers and salespersons effecting purchase and

Page 4

sale transactions in common stock and other equity securities, including

- determination of the purchaser's investment suitability,

- delivery of certain information and disclosures to the purchaser, and

- receipt of a specific purchase agreement from the purchaser prior to
effecting the purchase transaction.

Many broker-dealers will not effect transactions in penny stocks,
except on an unsolicited basis, in order to avoid compliance with the penny
stock trading rules. In the event our common stock becomes subject to the penny
stock trading rules,

- such rules may materially limit or restrict the ability to resell
our common stock, and

- the liquidity typically associated with other publicly traded equity
securities may not exist.

Shares of stock that are eligible for sale by our stockholders may
decrease the price of our stock. We have issued 2,300,000 shares of common stock
at an average price of approximately $0.06 per share. These shares were issued
in reliance on exemptions from registration and will be freely tradable at
various times. As these shares are sold into the market, the price of the common
stock will be depressed. Persons who have acquired share for $0.06 will be able
to profitably sell their shares at much less than the $1.50 offering price of
the shares under this offering. This tendency may drive the market price of the
shares less than the $1.50 offering price.

Management has no present intention to sell any shares that they own of
Organic Soils. However, in the event management does decide to sell any shares,
the volume of shares available will be limited under Rule 144. The volume
limitations provide that a person (including all affiliates, such as directors,
officers, or a person owning 10% or more of Organic Soils) cannot, within any
three-month period, sell more than the greater of one pecent (1%) of the then
outstanding shares, or the average weekly reported trading volume during the
four calendar weeks preceding each such sale.

FORWARD-LOOKING STATEMENTS

You should carefully consider the risk factors set forth above, as well
as the other information contained in this prospectus. This prospectus contains
forward-looking statements regarding events, conditions, and financial trends
that may affect our plan of operation, business strategy, operating results, and
financial position. You are cautioned that any forward-looking statements are
not guarantees of future performance and are subject to risks and uncertainties.
Actual results may differ materially from those included within the
forward-looking statements as a result of various factors. Cautionary statements
in this "Risk Factors" section and elsewhere in this prospectus identify
important risks and uncertainties affecting our future, which could cause actual
results to differ materially from the forward-looking statements made in this
prospectus.

USE OF PROCEEDS

Organic Soils will rely on the proceeds from this offering to develop
its products, advertise, built a web site, and pay legal and accounting fees.
This is a best-efforts offering with no minimum. The principal purposes and
priorities in which proceeds are to be used, are as follows:

100% 50% 25%
---- --- ---
Offering Expenses $ 20,000 $ 20,000 $20,000
Packaging $ 70,000 $ 30,000 $15,000
Marketing and Advertising $100,000 $ 40,000 $15,000
Web Site Development $ 30,000 $ 20,000 $ 5,000
Working Capital $ 20,000 $ 10,000 $ 5,000
-------- -------- -------
Total $240,000 $120,000 $60,000

Page 5

Any funds not used for the purposes indicated will be used for general
working capital. If less than the entire offering is received, funds will be
applied according to the priorities outlined above. For example, if $75,000 is
received, $20,000 will be used to pay offering expenses, $30,000 will be used to
develop packaging and the remaining $25,000 will be spent on advertising when
the website becomes operational. If less than $20,000 is received, the entire
amount will be applied toward offering expenses. If no proceeds are received
from this offering, Organic Soils will plan on meeting its obligations from
future revenue. If no proceeds are received, Organic Soils will not incur any
additional legal and accounting expenses.

DETERMINATION OF OFFERING PRICE

Because there has been no prior public trading market for our common
stock, the initial public offering price of the common stock has been
arbitrarily determined by management and is not necessarily related to our asset
value, net worth or other criteria of value. The factors considered in
determining the offering price include an evaluation by management of the
history of and prospects for the industry in which we compete and our earnings
prospects. Factors such as our financial results, announcements of developments
related to our business, and the introduction of products and product
enhancements by ourselves or our competitors may have a significant impact on
the market price of our securities.

DILUTION

As of the date of this prospectus, Organic Soils had issued 2,300,000
shares of common stock and the net tangible book value per share of the common
stock (Organic Soils' net tangible assets less its liabilities divided by the
number of shares of common stock then outstanding) was approximately $0.004 per
share of common stock. After giving effect to the receipt of the estimated net
proceeds from the sale of all of the shares, and assuming that the offering
price of the shares is $1.50 per share, the purchasers will have paid a total of
$240,000 for 160,000 shares of common stock and the net tangible book value of
Organic Soils' presently outstanding shares will increase to $0.10 per share.
The investors will experience a corresponding dilution of $1.40 per share from
the offering price. If a smaller number of shares is sold, the dilution to the
investors will be greater than that indicated above as indicated in the table
below.

"Dilution" is normally defined as the difference between the offering
price per share of common stock and the net tangible book value per share of
common stock immediately after the offering. The following table illustrates the
per share dilution to new investors:

Offering Price per share .............................................$1.50
Net tangible book value per share before offering .................$0.004
Increase in net tangible book value per share attributable
to investors purchasing in this offering .......................$0.096
Pro forma net tangible book value per share after offering ...........$0.10
Dilution per share ...................................................$(1.40)
=======

The following table summarizes the differences between Existing
Shareholders, as of the date of this prospectus, and New Investors with respect
to the number of common shares purchased from Organic Soils, the total
consideration paid and the average price per share:

Page 6

Shares Purchased Total Consideration Paid
--------------------------------------------------------------
Average Price
Number Percent Amount Percent Per Share

Existing Shareholders 2,300,000 93.5% $219,350 47% $0.095
New Investors 160,000 6.5% $240,000 53% $1.50
Total 2,460,000 100%

The numbers used for Existing Shareholders assumes that none of the
Existing Shareholders purchases additional shares in this offering.

The above table illustrates that as an investor in this offering, you
will pay a price per share that substantially exceeds the price per share paid
by current shareholders and that you will contribute a high percentage of the
total amount to fund Organic Soils, but will own only a small percentage of our
shares. Investors will have contributed $240,000 if the maximum of this offering
is raised, compared to $219,350 contributed by Existing Shareholders, but the
Existing Shareholders will retain approximately 93.5% stock ownership of Organic
Soils, while the New Investors will own 6.5% of the stock ownership of Organic
Soils.

In the event Organic Soils is able to sell only one-half or 50% of the
shares offered hereby, the New Investors will have contributed $120,000,
compared to $219,350 contributed by Existing Shareholders, but the Existing
Shareholders will retain approximately 96.6% of the stock ownership of Organic
Soils, while the New Investors will own 3.4% of the stock ownership. The New
Invesotrs will experience a corresponding dilution of $1.45 per share from the
offering price of $1.50.

LEGAL PROCEEDINGS

Organic Soils is not a party to any pending legal proceedings.

DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

Ray L. Smith, President, Director, CEO (Age 53). Mr. Smith has been in
the civil engineering field since 1970. Primarily working in the highway
construction industry, he has been project superintendent and division manager
with Summit Paving and Construction in Anchorage, Alaska from June 1982 to
present. From September 1998 to present, he has also been a Vice President of
APC Export, Inc. It is anticipated that Mr. Smith will devote at least 25% of
his time as President of Organic Soils. Mr. Smith intends to devote the balance
of his time as Vice President of APC Export, Inc.

Richard L. Strahl, COO, Director (Age 57). Mr. Strahl has worked
throughout Alaska on major construction projects and has administered more than
$140,000,000 of construction contracts for the Alaska Department of
Transportation and the City of Anchorage. Mr. Strahl has owned R & L Trucking
from May 1989 to present. In this capacity, he has performed large analysis of
back haul rates, which are an important cost factor in the business of Organic
Soils. He has also been a president of APC Export from September 1998 to
present. It is anticipated that Mr. Strahl will devote only as much time as
needed in his capacity as director and COO of Organic Soils. Mr. Strahl intends
to devote most of his time as President of APC Export, Inc.

William S. Seidel, Vice-President, Director (Age 48). From 1985 to
present, Mr. Seidel has been a lecturer at the University of California,
Berkeley on the topics of marketing, entreprenership and innovation. He wrote,
instituted and established the Berkeley Study Program in Direct Marketing. He is
also a speaker and workshop leader for the US Patent Office. It is anticipated
that Mr. Seidel will devote at least 65% of his time as Vice President of
Organic Soils. Mr. Seidel intends to devote the balance of his time as Vice
President of APC Export, Inc.

Page 7

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information about the beneficial
ownership of our outstanding common stock as of the date of this prospectus of
each person or entity who is known to us to own beneficially more than five
percent of our common stock, each of the named officers, each of our directors
and all our officers and directors as a group.

Before Offering After Offering
--------------- --------------
Name of Beneficial Owner Number of Percentage Number of Percentage
Shares Shares

Ray L. Smith 1,990,000 88.4% 1,990,000 82.6%

Richard L. Strahl 20,000 0.09% 20,000 0.82%

William S. Seidel 20,000 0.09% 20,000 0.08%

Officers and Directors 2,030,000 88.58% 2,030,000 82.76%
as a group (3 people) --------- ------ --------- ------

DESCRIPTION OF SECURITIES

Common Stock

We are authorized to issue up to 50,000,000 shares of common stock with
a par value of $.001. As of the date of this prospectus, there are 2,300,000
shares of common stock issued and outstanding.

The holders of common stock are entitled to one vote per share on each
matter submitted to a vote of stockholders. In the event of liquidation, holders
of common stock are entitled to share ratably in the distribution of assets
remaining after payment of liabilities, if any. Holders of common stock have no
cumulative voting rights, and, accordingly, the holders of a majority of the
outstanding shares have the ability to elect all of the directors. Holders of
common stock have no preemptive or other rights to subscribe for shares. Holders
of common stock are entitled to such dividends as may be declared by the board
of directors out of funds legally available therefor. The outstanding common
stock is, and the common stock to be outstanding upon completion of this
offering will be, validly issued, fully paid and non-assessable.

We anticipate that we will retain all of our future earnings, if any,
for use in the operation and expansion of our business. We do not anticipate
paying any cash dividends on our common stock in the foreseeable future.

INTEREST OF NAMED EXPERTS AND COUNSEL

Organic Soils' securities counsel, Peter R. Chernik, of San Francisco,
CA currently holds 10,000 shares of our common stock.

Page 8

DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION
FOR SECURITIES ACT LIABILITIES

Organic Soils' charter provides that, to the fullest extent that
limitations on the liability of directors and officers are permitted by the
Nevada Revised Statutes, no director or officer of Organic Soils shall have any
liability to Organic Soils or its stockholders for monetary damages. The Nevada
Revised Statutes provide that a corporation's charter may include a provision
which restricts or limits the liability of its directors or officers to the
corporation or its stockholders for money damages except: (1) to the extent that
it is provided that the person actually received an improper benefit or profit
in money, property or services, for the amount of the benefit or profit in
money, property or services actually received, or (2) to the extent that a
judgment or other final adjudication adverse to the person is entered in a
proceeding based on a finding in the proceeding that the person's action, or
failure to act, was the result of active and deliberate dishonesty and was
material to the cause of action adjudicated in the proceeding. Organic Soils'
charter and bylaws provide that Organic Soils shall indemnify and advance
expenses to its currently acting and its former directors to the fullest extent
permitted by the Nevada Revised Business Corporations Act and that Organic Soils
shall indemnify and advance expenses to its officers to the same extent as its
directors and to such further extent as is consistent with law.

The charter and bylaws provide that we will indemnify our directors and
officers and may indemnify our employees or agents to the fullest extent
permitted by law against liabilities and expenses incurred in connection with
litigation in which they may be involved because of their offices with Alaska
Freightways. However, nothing in our charter or bylaws of Organic Soils protects
or indemnifies a director, officer, employee or agent against any liability to
which he would otherwise be subject by reason of willful misfeasance, bad faith,
gross negligence or reckless disregard of the duties involved in the conduct of
his office. To the extent that a director has been successful in defense of any
proceeding, the Nevada Revised Statutes provide that he shall be indemnified
against reasonable expenses incurred in connection therewith.

Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of Organic
Soils pursuant to the foregoing provisions, or otherwise, Organic Soils has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy and is, therefore, unenforceable.

DESCRIPTION OF BUSINESS

Background Information

The corporate existence of Organic Soils is due to APC Export, Inc.'s
need for a marketing research, marketing implementataion and sales organization
to sell APC Export, Inc.'s products, although Organic Soils may sell products
from sources other than APC Export, Inc. The management of APC Export, Inc.
determined that a separate marketing organization would be easier to manage
fiscally. The cost of marketing and sales to APC Export, Inc. could be
calculated with a simple percentage of sales method based upon a contractual
relationship.

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

APC Export, Inc. is engaged in the business of removal of humus soil,
its export and sale, as well as other products incidental thereto. As of
December 31, 2000, APC Export, Inc. had assets of $2,266,461, liabilities of
$1,133,912, retained earnings of $346,186 and shareholders' equity of
$1,132,549.

General Plan of Operations

Organic Soils has entered into the Distribution/Marketing Agreement
("Agreement") with APC Export, Inc., a soil developer in Alaska. According to
the terms of this agreement, Organic Soils markets the soil provided by APC
Export, Inc. to households and the local greenhouse industry, as well as on the
national market. As production expands, Organic Soils will also export organic
humus soil (wholesale) to various international markets. Organic Soils is the
exclusive distributor of APC Export, Inc. products in the United States and
receives a five percent (5%) commission on the gross sales of APC Export, Inc.'s
products. APC Export, Inc. retains the right to sell to the United States, or
its agencies and to any foreign government, or its agencies. Either party to
this Agreement may terminate the Agreement upon 120 days notice to the other
party. To date, Organic Soils' only source of revenue has been from APC Export,
Inc. under the Agreement.

Page 9

Alaska is rich with both sphagnum moss and humus soil. APC develops
both types as part of its business. The growth strategy that has been developed
will embrace a competitive strategy that allows for market penetration. Organic
Soils has received various foreign inquiries about the export of humus. Organic
Soils believes it will have the opportunity to penetrate humus overseas markets.

Organic Soils recognizes the marketing opportunity provided by the
Internet and intends to expand its market share by establishing a multi-service
web site. The management also believes that much of the Internet's rapid
evolution towards becoming a mass medium can be attributed to the accelerated
pace of technological innovation, which is expanding the Web's capabilities and
qualitatively improved users' on-line experiences. Most notably, the Internet
has evolved from a mass of static, text-oriented Web pages and e-mail services
to a much richer environment, capable of delivering graphical, interactive
multimedia content.

No acquisitions or mergers are contemplated by Organic Soils at this time.

Products

Humus is a natural, organic material of botanical origin and commercial
significance. Humus lands are situated predominately in shallow wetlands areas
of the Northern Hemisphere, where large deposits developed from the gradual
decomposition of plant matter under oxygen free conditions. Humus has widespread
use as a plant growth medium in a variety of horticultural and agricultural
applications, where its fibrous structure and porosity promote a unique
combination of water retention and drainage characteristics. Commercial
applications include potting soils, lawn and garden soil amendments and turf
maintenance on golf courses. Humus can immobilize and prevent many toxic metals
from contaminating plants or other soil organisms. ("Humus" The Gardener's Black
Gold," by Sylvia Ehrhard.)

The United States is a producer and significant consumer of humus and
spaghnum peat for horticultural, agricultural, and industrial purposes. A
variety of peat types are extracted and processed from more than 56 identified
operations in 20 of the contiguous United States and by several operations in
Alaska. These varieties include, in order of importance, reed sedge, sphagnum
moss and peat moss. About 90% of U.S. production is from the Southern and Great
Lakes states. Florida, Michigan and Minnesota rank as dominant producers of
those regions. The United States imports more than one-half of its total
domestic requirements, principally from Canada, where deposits of sphagnum moss
are extensive. (US Geological Survey - Minerals Information - "Peat" - 1997, by
Stephen M. Jasinski.)

One of the main products Organic Soils intends to market is a general
potting soil mix. This product is typically used by the home gardener and sold
through national chains. The generic nature of this potting mix will not claim
to do more than other mixes but it will claim to be 100% organic. The true
organic content of the product will differentiate it from others on the shelves.
(US Geological Survey - Minerals Information - "Peat" - 1997, by Stephen M.
Jasinski.)

Organic Soils intends to become a soil and soil enhancement distributor
utilizing its management's experience in the field, as well as its business
relationships with wholesalers, such as APC Export, Inc.

APC Export, Inc. is presently in the process of developing concentrated
solution of nutrients and microbiology products that are reduced from its soils.
These products, along with the potting soil, will be marketed by Organic Soils
when these additional products will become available.

Organic Soils does not have any present plans to enter into any
arrangements that would compete with APC Export, Inc.'s products. However,
Organic Soils does intend to enter into agreements with other soil developers to
market products that would compliment the APC Export, Inc.'s product lines.

Employees

Organic Soils does not presently have any full-time employees.

Marketing Strategy and Pricing

Organic Soils intends to derive substantial revenues from providing
packaging, organic product development and distribution, consulting and
marketing fees from various soil and soil enhancement developers, as well as
from the mark up on the products distributed by Organic Soils.

Organic Soils will market soil and soil enhancement products to
households and the local greenhouse industry through its web site located at
www.organicsoils.com. The rapidly increasing number of Web consumers and the
ubiquitous access to the Internet, both in the United States and
internationally, have resulted in the emergence of the Web as a new mass medium
for advertising. An independent study conducted by e-land estimates that the
number of Web consumers doubled during 1996 to 19 million. A high rate of growth
is expected to continue over the next few years with over 140 million consumers
anticipated by the year 2002, including 64 million consumers in the United
States alone.

Page 10

The proliferation of workstations and personal computers served by
local networks has also resulted in an increase in the number of potential
recipients of electronically distributed information. Forester Research
estimates that electronic delivery of information to corporate desktops alone
will generate approximately $800 million in revenues by the year 2001. The
Global Internet Project estimates that the amount of information on the Internet
is doubling each year and that the number of pages currently on the Internet is
approximately 11 million.

The Web is an attractive medium for advertising because of its
interactivity, flexibility, targetability, and measurability. Advertisers can
reach audiences and target advertisements to consumers with similar demographic
characteristics, specific regional populations, and affinity groups of selected
individuals. The interactive nature of the Web enables advertisers to determine
customer preferences, using these to initiate ongoing commercial relationships
with potential customers. Advertisers can easily change their impression levels,
and demographic information concerning consumers can be tracked and reported to
advertisers. According to e-land, Web advertising in the United States in 1996
was approximately $175 million and is expected to be as high as $8 billion by
the year 2002.

As production expands, Organic Soils intends to export its products to
the continental United States and to various international markets.

Alaska is rich with both sphagnum moss and humus soil. APC Export,
Inc. develops both types as part of its business. The growth strategy that has
been developed will embrace a competitive strategy that allows for market
penetration. Organic Soils has received various foreign inquiries about the
export of humus. Organic Soils believes it will have the opportunity to
penetrate humus overseas markets.

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

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

Industry

The fertilizer, soil, and pesticide markets are multi-billion dollar
markets both within the United States and abroad. In total, Organic Soils
believes its products will compete with products in the 30 billion-dollar North
American market and the estimated 70 billion-dollar world market. Additionally,
Organic Soils intends to expand these markets because its products will be used
to create agricultural areas from regions that are not currently in the
agricultural market.

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

Based on Organic Soils' research, the fertilizer, soil and pesticide
markets are substantial, both within the North America (over $30 billion) and
worldwide (over $70 billion). Organic Soils presently intends to enter the North
American Consumer Lawn and Garden Market comprising $2.9 billion in fertilizer,
soil and pesticide. In addition, Organic Soils also intends to enter the US
Agricultural Industry market, which includes organic farms growing fast to $5.5
billion in gross sales (USDA) and showing 20% annual growth.

Page 11

Transportation Costs

The impact of shipping product from Alaska to the continuous states
prohibits Organic Soils from undercutting the existing market. The cost of
hauling freight from Alaska is between five to ten times less expensive than
freight traveling to Alaska. This anomaly is created by nearly non-existent
freight from Alaska which requires the freight coming into Alaska to bear the
entire cost of the round trip. Any backhaul from Alaska is treated as a windfall
and therfore is typically negotiated for as little as the cost of fuel to
Seattle, Washington, the base for products shipped from Alaska. Due to long
standing existing status of APC Export, Inc., Organic Soils is able to take
advantage of this anomaly and is able to ship to the Western states and remain
competitive.

Once the market reaches a volume of 120,000 cubic yards annually, APC
Export, Inc. intends to barge raw product to the continguous states. This would
reduce the shipping costs by 30% to 50%. Presently all shipping costs are
absorbed by APC Export, Inc., which calculates the end destination shipping
costs as part of its production cost and passes this cost onto the purchaser of
the product. Organic Soils, in turn, receives a five percent (5%) commission
from APC Export, Inc., once it receives payment from the purchaser of the
product.

Competition

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

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

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

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

When used in this discussion, the words "believes", "anticipates",
"expects" and similar expressions are intended to identify forward-looking
statements. Actual results could be substantially different from those projected
due to risks and uncertainties. Readers are cautioned not to place undue
reliance on these forward-looking statements, which speak only as of the date
hereof.

Results of Operations

Organic Soils had $23,612 in revenues for the period ending December 31,
2000. To date Organic Soils has not relied on any revenues for funding its
activities and it does not expect to receive revenues from operations to be
profitable for at least six months following the receipt of the funds raised
through this offering. We believe that the proceeds from this offering will
satisfy Organic Soils' cash requirements for the next twelve months. We
anticipate an increase in capital expenditures consistent with anticipated
growth in operations, infrastructure and personnel. We will also continue to
expend marketing and development programs.

Liquidity and Capital Resources

Organic Soils does not believe that there will be significant research
expenses during the next 12 months. Even though we have contracted an
independent company to develop our web site design, this development will be
achieved through modifications of available technologies. Expenditures on
activities of this type do not constitute research and development expenses.

Organic Soils expects to hire technical personnel to service the web
site as soon as sufficient funds become available either as a result of this
offering, or from the profits gained through Organic Soils' operations. Until

Page 12

then, Organic Soils will be required to engage the services of a third party to
develop the web site. Organic Soils anticipates that the total cost of these web
site services will be $30,000.

Organic Soils does not anticipate purchasing or selling any plant or
significant equipment during the next twelve month. We also plan to hire
additional employees by the end of our first 12 months of operations. These
additional employees may serve in any of the following capacities: marketing and
promotion; administration; and web site technicians.

If less than 25% of the offering is sold, we will have to seek other
souces of financing or we will be severely limited in achieving our planned
operation. There is no assurance that additional sources of funding will be
available at all or at a reasonable cost.

Organic Soils does not contemplate conducting any product research and
development within the 12 months following the effective date of this
prospectus.

DESCRIPTION OF PROPERTY

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

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

On January 20, 2000 Organic Soils entered into an agreement with one of
the founders to provide consulting services to Organic Soils. The contract calls
for a total amount of $20,000 to be paid to the founder. As of the period of
ending December 31, 2000 there was a total of $15,200 paid against the contract.
Also, the founder was paid an additional $1,680 for certain copying and other
costs incurred on behalf of Organic Soils.

Various founders of Organic Soils have performed consulting services
for which Organic Soils has paid them consulting fees as voted on during the
organization meeting. For the period ending December 31, 2000 this amount paid
to the founders amounted to $18,808. Services include clerical support, rent,
office supplies, legal services, etc.

On January 4, 2000, Organic Soils entered into a Distributor/Marketing
Agreement with APC Export, Inc., wherein Richard L. Strahl executed the
Agreement on behalf of APC Export, Inc., as its President, and William Seidel
executed the Agreement on behalf of Organic Soils, as its Vice President. Mr.
Strahl is also a director and officer of Organic Soils and Mr. Seidel is also a
director and officer of APC Export, Inc. This Agreement provides that Organic
Soils, as a distributor of APC Export, Inc.'s products, will receive a five
percent (5%) commission on gross revenues received from a purchaser of APC
Export, Inc. products.

We entered into an agreement with our founders, Natalie Shahvaran, Ray
L. Smith and Richard L. Strahl to provide certain consulting services in regard
to the organization and formation of Organic Soils, for which they were paid
$18,808. No formal agreement was executed and no additional services are
anticipated to be performed for Organic Soils in this regard.

MARKET FOR COMMON STOCK AND RELATED STOCKHOLDER MATTERS

We have approximately 70 shareholders. Currently, there is no public
trading market for our securities and there can be no assurance that any market
will develop. If a market develops for our securities, it will likely be
limited, sporadic and highly volatile.

Presently, we are privately owned. This is our initial public offering.
Most initial public offerings are underwritten by a registered broker-dealer
firm or an underwriting group. These underwriters generally will act as market
makers in the stock of a company they underwrite to help insure a public market
for the stock. This offering is to be sold by our officers and directors. We
have no commitment from any brokers to sell shares in this offering. As a
result, we will not have the typical broker public market interest normally
generated with an initial public offering. Lack of a market for shares of our
stock could adversely affect a shareholder in the event a shareholder desires to
sell his shares. Organic Soils does anticipate a market maker filing for listing
on the Over the Counter Bulletin Board should the offering succeed.

Currently the Shares are subject to Rule 15g-1 through Rule 15g-9,
which provides, generally, that for as long as the bid price for the Shares is
less than $5.00, they will be considered low priced securities under rules
promulgated under the Exchange Act. Under these rules, broker-dealers
participating in transactions in low priced securities must first deliver a risk
disclosure document which describes the risks associated with such stocks, the
broker-dealer's duties, the customer's rights and remedies, and certain market
and other information, and make a suitability determination approving the

Page 13

customer for low priced stock transactions based on the customer's financial
situation, investment experience and objectives. Broker-dealers must also
disclose these restrictions in writing to the customer and obtain specific
written consent of the customer, and provide monthly account statements to the
customer. Under certain circumstances, the purchaser may enjoy the right to
rescind the transaction within a certain period of time. Consequently, so long
as the common stock is a designated security under the Rule, the ability of
broker-dealers to effect certain trades may be affected adversely, thereby
impeding the development of a meaningful market in the common stock. The likely
effect of these restrictions will be a decrease in the willingness of
broker-dealers to make a market in the stock, decreased liquidity of the stock
and increased transaction costs for sales and purchases of the stock as compared
to other securities.

Dividend Policy

Organic Soils has never paid a dividend and does not anticipate paying
any dividends in the foreseeable future. It is the present policy of the Board
of Directors to retain Organic Soils' earnings, if any, for the development of
Organic Soils' business.

EXECUTIVE COMPENSATION

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

EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE

Annual Compensation Long-term Compensation
------------------- ----------------------

Restricted All
Other Stock Other
Name and Principal Fiscal Salary Bonus Compenation Awards Compensation
Position Year $ $ $ $ $
--------------------------------------------------------------------------------------

Ray L. Smith
President & Director 2001 0 0 0 0 0

Richard L. Strahl
COO & Director 2001 0 0 0 0 0

William S. Seidel
Vice President 2001 0 0 0 0 0

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

PLAN OF DISTRIBUTION

We are offering the securities for sale through our officers and
directors. We intend to engage the services of a registered broker or dealer in
each state that requires that a registered broker or dealer act on behalf of a
company selling its own securities in that state. The offering is a
"best-efforts" offering and will conclude at the discretion of Organic Soils, or
sooner if all the shares are sold. No underwriter has been engaged and no
commitment to provide the funds has been made. A subscription agreement will be
required to be submitted by all purchasers of the shares. The offering is for up
to $240,000 at a price of $1.50 per share. We may receive $240,000 or $0
depending on the amount of shares offered hereby have been sold to investors.

Solicitation for purchase of our shares will be made only by means of
this prospectus and communications with our officers and directors who are
employed to perform substantial duties unrelated to this offering, who will not
receive any commission or compensation for their efforts, and who are not
associated with a broker or dealer. Our officers and directors will not register
as a broker-dealer pursuant to Section 15 of the Securities Exchange Act of
1934, in reliance upon Rule 3a4-1, which sets forth those conditions under which
a person associated with an issuer may participate in the offering of the
issuer's securities and not be deemed to be a broker-dealer.

We do not currently have any sales arrangements with broker/dealers
and when we enter into such an arrangement, we will file and post effective
amendment to disclose such an arrangement. In addition, such broker/dealer would
be required to obtain a 'no objection' position from NASD on the terms of
compensation.

Investing in our stock is very risky and you should be able to bear a
complete loss of your investment.

CAPITALIZATION

The following tables sets forth our capitalization as of the date of
this prospectus, on an actual basis. This table should be read in conjunction
with the financial statement of Organic Soils and the notes thereto.

Stockholders' equity:

Common stock, $0.001 par value, authorized 50,000,000
Shares; 2,300,000 shares issued and outstanding $219,350
Retained earnings (211,035)

Page 14

DESCRIPTION OF THE SECURITIES

Common Stock

We are authorized to issue up to 50,000,000 shares of common stock with
a par value of $.001. As of the date of this prospectus, there are 2,300,000
shares of common stock issued and outstanding.

Transfer Agent

First American Stock Transfer, 17717 E. Bell Road, Suite 2, Phoenix,
Arizona 85022, (602) 485-1346, is our transfer agent.

SHARES AVAILABLE FOR FUTURE SALE

As of the date of this prospectus, there are 2,300,000 shares of our
common stock issued and outstanding. Upon the effectiveness of this registration
statement, 160,000 shares will be freely tradable if the maximum number of
shares is sold. The remaining 2,300,000 shares of common stock will be subject
to the resale provisions of Rule 144. Sales of shares of common stock in the
public markets may have an adverse effect on prevailing market prices for the
common stock.

Rule 144 governs resale of "restricted securities" for the account of
any person (other than an issuer), and restricted and unrestricted securities
for the account of an "affiliate of the issuer. Restricted securities generally
include any securities acquired directly or indirectly from an issuer or its
affiliates which were not issued or sold in connection with a public offering
registered under the Securities Act. An affiliate of the issuer is any person
who directly or indirectly controls, is controlled by, or is under common
control with the issuer. Affiliates of the company may include its directors,
executive officers, and person directly or indirectly owning 10% or more of the
outstanding common stock. Under Rule 144 unregistered resales of restricted
common stock cannot be made until it has been held for one year from the later
of its acquisition from the company or an affiliate of the company. Thereafter,
shares of common stock may be resold without registration subject to Rule 144's
volume limitation, aggregation, broker transaction, notice filing requirements,
and requirements concerning publicly available information about the company
("Applicable Requirements"). Resales by the company's affiliates of restricted
and unrestricted common stock are subject to the Applicable Requirements. The

Page 15

volume limitations provide that a person (or persons who must aggregate their
sales) cannot, within any three-month period, sell more that the greater of one
percent of the then outstanding shares, or the average weekly reported trading
volume during the four calendar weeks preceding each such sale. A non-affiliate
may resell restricted common stock which has been held for two years free of the
Applicable Requirements.

EXPERTS

The financial statements of Organic Soils as of December 31, 2000
(audited) appearing in this Prospectus and Registration Statement have been
prepared by Hawkins Accounting as set forth in their report appearing elsewhere
herein, and are included in reliance upon such report given upon the authority
of said firm as experts in accounting and auditing.

Page 16

To the Board of Directors and Shareholders
Organic Soils.Com, Inc.
Monterey, California

Independent Auditor's Report

I have audited the balance sheet of Organic Soils.Com, Inc. (a development stage
company) as of December 31, 2000 and the related statements of operations,
stockholders' equity and cash flows for the year ending December 31, 2000. These
financial statements are the responsibility of Organic Soils' management. My
responsibility is to express an opinion on these financial statements based on
my audit.

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

In my opinion, the financial statements referred to in the first paragraph
present fairly, in all material respects, the financial position of Organic
Soils.Com, Inc as of December 31, 2000, the results of operations the cash flows
and the cumulative results of operations and cumulative cash flows for the year
then ended in conformity with generally accepted accounting principles.

The deficit accumulated during the development stage of Organic Soils is
$211,035.

The accompanying financial statements have been prepared assuming Organic Soils
will continue as a going concern. As discussed in Note 6 to the financial
statements, Organic Soils has incurred net losses since inception, which raise
substantial doubt about its ability to continue as a going concern. The
financial statements do not include any adjustment that might result from the
outcome of this uncertainty.

February 4, 2001

F-1

ORGANIC SOILS.COM, INC.
(A Development Stage Company)
BALANCE SHEET
DECEMBER 31, 2000

ASSETS

Current assets
Cash in bank $ 626

Other assets
Money raising costs 17,950
-------
Total assets $ 18,576
--------

LIABILITIES AND SHAREHOLDERS' EQUITY

LIABILITIES

Accounts payable $ 10,261
--------

Total liabilities 10,261

SHAREHOLDERS' EQUITY

Common stock, 50,000,000 shares authorized
at $.001 par 2,267,300 issued and outstanding. 2,317
Paid in capital 217,033
Deficit accumulated during development stage (211,035)
---------
Total shareholders' equity 8,315
---------

Total liabilities and shareholders' equity $ 18,576
---------

The accompanying notes are an integral part of these financial statements

F-2

ORGANIC SOILS.COM, INC.
(A Development Stage Company)
STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2000
Deficit
Accumulated
During
Development
Stage
-----

Revenue $ 23,612 $ 23,612

Cost of Sales 22,465 22,465
------

Gross profit 1,147 1,147

Expenses
Bank charges 112 112
Consulting fees 89,177 89,177
Travel and entertainment 4,097 4,097
Office expenses 3,386 3,386
Start up costs 1,655 1,655
Promotion 377 377
License and permits 114 114
Miscellaneous 89 89
Rent 3,039 3,039
Options granted for services 99,000 99,000
Stock issued for legal services 10,000 10,000
Telephone 882 882
-------- ------
Total expenses 211,927 211,927
-------- -------
Loss from operations (210,780) (210,780)

Other income and (expense)
Interest income 45 45
Interest expense (300) (300)
----- -----
Total other income and (expense) (255) (255)
----- -----

Net loss $ (211,035) $(211,035)
--------- ----------

Loss per share
of common stock $ (0.51) $ (0.51)
------ ------
Weighted average of shares
outstanding 414,908 414,908
------- -------

The accompanying notes are an integral part of these financial statements

F-3

ORGANIC SOILS.COM, INC.
(A Development Stage Company)
STATEMENT OF SHAREHOLDERS' EQUITY
FOR THE YEAR ENDED DECEMBER 31, 2000

Deficit
Accumulated
During
Paid in Development
Shares Amount Capital Stage Total
------ ------ ------- ----- -----

February 104,700 $ 155 $ 24,675 $ 24,830
March 9,500 10 9,490 9,500
April 103,000 103 102,847 102,950
May 3,500 3 3,497 3,500
June 5,100 5 5,095 5,100
July 5,500 5 5,495 5,500
August 5,000 5 4,995 5,000
September 30,000 30 29,970 30,000
October 0
November 12,500 12 12,488 12,500
December 1,988,500 1,989 18,481 20,470
Net loss (211,035) (211,035)
--------- ---------
2,267,300 $ 2,267 $ 217,033 $ (211,035 $ 8,315
--------- -------- ---------- ---------- ---------

The accompanying notes are an integral part of these financial statements

F-4

ORGANIC SOILS.COM, INC.
(A Development Stage Company)
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED DECEMBER 31, 2000

Deficit
Accumulated
During
Development
Stage
-----
CASH FLOWS FROM
OPERATING ACTIVITIES

Net loss $ (211,035) (211,035)
Adjustments to reconcile net
income to net cash
provided by operating activities
Options for legal expenses 10,000 10,000
Options granted for services 99,000 99,000
Increase in current liabilities 10,261 10,261
------ --------
NET CASH PROVIDED BY
OPERATING ACTIVITIES (91,774) (91,774)

INVESTING ACTIVITIES
Money raising costs 17,950 17,950
------ --------

NET CASH USED IN
INVESTING ACTIVITIES 17,950 17,950

FINANCING ACTIVITIES
Sale of common stock 110,350 110,350
------- --------

NET CASH REALIZED FROM
FINANCING ACTIVITIES 110,350 110,350
------- --------

INCREASE ON CASH AND CASH
EQUIVALENTS$ $ 626 $ 626
------- --------

Supplemental disclosures to the
statement of cash flows:
Interest paid during the year $ 300 $ 300
-------- --------

The accompanying notes are an integral part of these financial statements

F-5

ORGANIC SOILS.COM, INC.
(A Development Stage Company)

NOTES TO THE FINANCIAL STATEMENTS
December 31, 2000

NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NATURE OF THE BUSINESS - ORGANIC SOILS.COM, INC. was formed to
perform marketing and distribution services. Organic Soils was
incorporated under the laws of the State of Nevada on January 19,
2000.

DEVELOPMENT STAGE COMPANY - Although Organic Soils had sales
during the year, it is a development stage company, as defined in
the Financial Accounting Standards Board No. 7. Organic Soils is
devoting substantially all of its present efforts in funding
Organic Soils and attracting investors for major expansion. The
only material sale was to one customer as more of a promotion
sale.

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

CASH AND CASH EQUIVALENTS - For financial statement presentation
purposes, Organic Soils considers all short term investments with
a maturity date of three months or less to be cash equivalents.

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

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

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

INTANGIBLE ASSETS-Are recorded at cost and amoritized over 5
years beginning in fiscal year 2001.

REVENUE RECOGNITION-Revenue is recognized with the marketing and
the distribution of soil of Organic Soils' customers. Currently
the commission rate is 5% of the gross sales of Organic Soils'
customers.

F-6

ORGANIC SOILS.COM, INC.
(A Development Stage Company)

NOTES TO THE FINANCIAL STATEMENTS
December 31, 2000

NOTE 2 COMMON STOCK

COMMON STOCK -During the period ended December 31, 2000, pursuant
to an exemption under Rule 504 of Regulation D of the Securities
Act of 1933, as amended (the Act), Organic Soils sold solely to
accredited and/or sophisticated investors, its common stock. Each
share has a par value of $.001 and offered to the potential
investors for $1.00 per share. There were fifty-nine different
transactions to different investors raising a total of $107,300
during the year period ended December 31, 2000. Organic Soils
intends to sell 140,000 shares under this offering.

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

NOTE 3 RELATED PARTY TRANSACTIONS

On January 20, 2000 Organic Soils entered into an agreement with
one of the founders to provide services in locating investors for
Organic Soils. The contract calls for a total amount of $20,000
to be paid to the founder. As of the period ending December 31,
2000 there was a total of $15,200 was paid against the contract.
Also, the founder was paid an additional amount of $1,680 for
certain coping and other costs incurred on behalf of Organic
Soils.

Various founders of Organic Soils have performed consulting
services for which Organic Soils has paid them consulting fees as
voted on during the organization meeting. For the period ending
December 31, 2000 this amount paid to the founders amounted to
$18,808. Services include clerical support, rent, office supplies
legal services, etc.

NOTE 4 INCOME TAXES

The benefit for income taxes from operations consisted of the
following components. Current tax benefit of $40,000 resulting
from a net loss before income taxes, and deferred tax expense
$40,000 resulting from the valuation allowance recorded against
the deferred tax asset resulting from the net operating loss.
The change in the valuation allowance for the period ending

F-7

ORGANIC SOILS.COM, INC.
(A Development Stage Company)

NOTES TO THE FINANCIAL STATEMENTS
December 31, 2000

NOTE 4 INCOME TAXES (con't)

December 31, 2000 was $40,000 carryforward will expire 2020. The
valuation allowance will be evaluated at the end of each year,
considering positive and negative evidence about whether the
asset will be realized. At the time the allowance will either be
increased or reduced; Reduction could result in the complete
elimination of the allowance if positive evidence indicates that
the value of the deferred tax asset is no longer required. It is
management's position that the deferred tax asset be recorded
when there is positive evidence it will be realized.

NOTE 5 STOCK OPTIONS

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

NOTE 6 GOING CONCERN

As of December 31, 2000, Organic Soils had a net loss since
inception, which raises substantial doubt about its ability to
continue as a going concern.

Management entered into an agreement with a company that is
controlled by some of the founders of Organic Soils to provide
marketing and distribution services for the company's product
which is humus soil.

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

F-8

==================================== =========================
Until _____________, 2001, all dealers that
effect transactions in these securities, whether
or not participating in this offering, may be
required to deliver a prospectus. This is in No Minimum
addition to the dealers' obligation to deliver
a prospectus when acting as underwriters and $240,000 Maximum
with respect to their unsold allotments or
subscriptions.

--------------------------------
Organic Soils.Com, Inc.

No Minimum Shares
160,000 Shares Maximum
Common Stock
$.001 Par Value

---------------------
PROSPECTUS
---------------------

No dealer, salesperson or other person has been
authorized to give any information or to make
any representations other than those contained
in this Prospectus and, if given or made, such
information or representations must not be
relied upon as having been authorized by the _________ 2001
Company. This Prospectus does not constitute
an offer to sell or a solicitation of an offer
to buy any of the securities offered hereby to
whom it is unlawful to make such offer in any
jurisdiction. Neither the delivery of this
Prospectus nor any sale made hereunder shall,
under any circumstances, create any implication
that information contained herein is correct as
of any time subsequent to the date hereof or that
there has been no change in the affairs of the
Company since such date.
====================================

PART II.

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 24. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Our company's charter provides that, to the fullest extent that
limitations on the liability of directors and officers are permitted by the
Nevada Revised Statutes, no director or officer of the company shall have any
liability to the company or its stockholders for monetary damages. The Nevada
Revised Statutes provide that a corporation's charter may include a provision
which restricts or limits the liability of its directors or officers to the
corporation or its stockholders for money damages except: (1) to the extent that
it is provided that the person actually received an improper benefit or profit
in money, property or services, for the amount of the benefit or profit in
money, property or services actually received, or (2) to the extent that a
judgment or other final adjudication adverse to the person is entered in a
proceeding based on a finding in the proceeding that the person's action, or
failure to act, was the result of active and deliberate dishonesty and was
material to the cause of action adjudicated in the proceeding. The company's
charter and bylaws provide that the company shall indemnify and advance expenses
to its currently acting and its former directors to the fullest extent permitted
by the Nevada Revised Business Corporations Act and that the company shall
indemnify and advance expenses to its officers to the same extent as its
directors and to such further extent as is consistent with law.

The charter and bylaws provide that we will indemnify our directors and
officers and may indemnify our employees or agents to the fullest extent
permitted by law against liabilities and expenses incurred in connection with
litigation in which they may be involved because of their offices with DML.
However, nothing in our charter or bylaws of the company protects or indemnifies
a director, officer, employee or agent against any liability to which he would
otherwise be subject by reason of willful misfeasance, bad faith, gross
negligence or reckless disregard of the duties involved in the conduct of his
office. To the extent that a director has been successful in defense of any
proceeding, the Nevada Revised Statutes provide that he shall be indemnified
against reasonable expenses incurred in connection therewith.

Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Company pursuant to the foregoing provisions, or otherwise, the Company has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy and is, therefore, unenforceable.

ITEM 25. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

The following table sets forth the expenses in connection with this
Registration Statement. We will pay all expenses of the offering. All of such
expenses are estimates, other than the filing fees payable to the Securities and
Exchange Commission.

Securities and Exchange Commission Filing Fee $ 100.00
Printing Fees and Expenses 500.00
Legal Fees and Expenses 11,000.00
Accounting Fees and Expenses 5,000.00
Blue Sky Fees and Expenses 2000.00
Trustee's and Registrar's Fees 1000.00
Miscellaneous 400.00
-----------
TOTAL $ 20,000.00

ITEM 26. RECENT SALES OF UNREGISTERED SECURITIES

Upon incorporation, seven founders were issued common stock. Ray L.
Smith was issued 1,990,000 shares at $0.001, Richard L. Strahl was issued 20,000
shares at $0.001, William Seidel was issued 20,000 shares at $0.001, Robert
Strahl was issued 100,000 shares at $0.001, Natalie Shahvaran was issued 10,000
shares at $0.001, Melissa DeAnzo was issued 10,000 shares at $0.001, and Peter
R. Chernik was issued 10,000 shares at $0.001 per share for services. The
issuances of these securities by the Company did not involve a public offering
and were exempt from the registration provisions of the Securities Act of 1933,
as amended, pursuant to section 4(2). The securities bear a restrictive legend
permitting the transfer thereof only upon registration of the securities or an
exemption under the Securities Act.

On April 4, 2000, pursuant to the terms of an option, Robert A. Strahl
acquired 100,000 shares of the Company's common stock for $0.001 per share.

Under the terms of a private placement effectuated by the Company in
reliance on Regulation D, Rule 504, 140,000 shares of common stock of the
Company were sold to approximately 65 investors, and resulted in receipt by the
Company of $140,000. These shares were sold to a total of sixty accredited and
five unaccredited investors. The proceeds from this offering were used for
working capital, legal, accounting and consulting fees.

ITEM 27. EXHIBITS.

Exhibits.

SEC Ref. No. Title of Document Location

3(i) Articles of Incorporation Attached
3(ii) By-laws Attached
5 Legal Opinion included in Exhibit 23.1 Attached
10 Material Contract - Distribution/Marketing Agreement Attached
23.1 Consent of Peter R. Chernik Attached
23.2 Consent of Hawkins Accounting Attached
99 Subscription Agreement Attached

ITEM 28. UNDERTAKINGS

Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the provisions described in this Registration
Statement or otherwise, we have been advised that in the opinion of the
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the us of expenses incurred
or paid by a director, officer or controlling persons of DML in the successful
defense of any action, suit or proceeding) is asserted by such director, officer
or controlling person in connection with the securities being registered, we
will, unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question of whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.

The undersigned registrant hereby undertakes to:
(1) File, during any period in which it offers or sells securities, a
post-effective amendment to this registration statement to:
(i) Include any prospectus required by section 10(a)(3) of the
Securities Act;

(ii) Reflect in the prospectus any facts or events which,
individually or together, represent a fundamental change in the information
in the registration statement; and

(iii) Include any additional or changed material information on the
plan of distribution.

(2) For determining liability under the Securities Act, treat each post-
effective amendment as a new registration statement of the securities offered,
and the offering of the securities at that time to be the initial bona fide o
ffering.

(3) File a post-effective amendment to remove from registration any of the
securities that remain unsold at the end of the offering.

SIGNATURES

In accordance with the requirements of the Securities Act of 1933,
Organic Soils.Com, Inc., certifies that it has reasonable ground to believe that
it meets all of the requirements of filing on Form SB-2 and authorizes this
Registration Statement to be signed on its behalf on ___________, 2001.

Organic Soils.Com, Inc.

By: /s/ Ray L. Smith
President

By: /s/ Richard L. Strahl
Treasurer

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following person in the capacity
and on the dates indicated.

POWER OF ATTORNEY

Know all men by these presents, that each person whose signature
appears below constitutes and appoints Ray L. Smith and Richard L. Strahl (with
full power to each of them to act alone) as his true and lawful attorney-in-fact
and agent, with full power of substitution, for him and in his name, place and
stead in any and all capacities to sign any or all amendments or post-effective
amendments to this Registration Statement, including registration statements
filed or amendments made pursuant to Rule 462 under the Securities Act of 1933,
as amended, and to file the same with all exhibits thereto and other documents
in connection therewith, with the Securities and Exchange Commission, to sign
any and all applications, registration statements, notices or other document
necessary or advisable to comply with the applicable state securities laws, and
to file the same, together with all other documents in connection therewith,
with the appropriate state securities authorities, granting unto said
attorneys-in-fact and agents or any of them, or their or his substitute or
substitutes, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises, as fully to
all intents and purposes as he might or could do in person, thereby ratifying
and confirming all that said attorneys-in-fact and agents or any of them, or
their or his substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this
registration statement or amendment has been signed below by the following
persons in the capacities and on the dates indicated.

Dated: _______________, 2001 __________________________
Ray L. Smith
Director and President

Dated: _______________, 2001 __________________________
Richard L. Strahl
Director, Secretary & Treasurer

Dated: _______________, 2001 __________________________
William S. Seidel
Director