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                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  FORM 10-SB/A

      GENERAL FORM FOR REGISTRATION OF SECURITIES OF SMALL BUSINESS ISSUERS

        UNDER SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

                        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
       Incorporation or formation)                   identification number)

                              SAMUEL F.H. JEFFRIES
                       PRESIDENT, CHIEF EXECUTIVE OFFICER
                            AND CHAIRMAN OF THE BOARD
                                  114 Broadway
                                Raynham, MA 02767

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

                    Copies to:


          Paul Chernis, Esq.                H. Melville Hicks, Jr., Esq.
     Silverman Sclar Shin & Byrne          551 Fifth Avenue, Suite 1625
         381 Park Avenue South                  New York, NY 10176
              Suite 1601                          (212) 655-5944
          New York, NY 10016                 (212) 867-3185 facsimile
           (212) 779-8600
      (212) 779-1969 facsimile


    Securities to be registered under Section 12(b) of |X |the Exchange Act:

      Title of each class                              Name of Exchange on which
      to be so registered                         each class is to be registered
      -------------------------------            -------------------------------
      Common Stock, $0.0001 par value            Over The Counter/Bulletin Board

      Securities to be registered under Section 12(g) of the Exchange Act:
                                      None

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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 in 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  jewelry shiner ("Glitz") through a major nationwide  distributor.
The Company  expects to enter into a licensing  agreement with Nevr-Dull  within
the six months  following  the date of this  Registration  Statement in order to
provide  our  organic-based   cleaners  for  their  worldwide  clientele.   This
expectation is based on the advanced state of our  negotiations  with Nevr-Dull.
We have  provided  them with samples  with a view to  finalizing  an  agreement.
Moreover,  there is a written draft agreement that is currently being fine-tuned
by Nevr-Dull.  Our two companies are still  negotiating our prospective  royalty
arrangement.  The process of finalizing our agreement has taken somewhat  longer
than anticipated.

      The Company also has established  itself as a vendor for Fisher Scientific
for  future  sales  of our  industrial  organic-based  cleaners  through  Fisher
Scientific's internal and internet sales network. They are a major international
medical  instrument  distributor.  The Company  will now have our  organic-based
cleaners added to their product  selection Fisher  Scientific has already listed
nine of the Company's industrial cleaners in their international  catalog and is
offering  them for sale in three  different  sizes.  Initial  orders  have  been
received   from  a   Massachusetts   governmental   agency  for  the   Company's
organic-based Odor Eliminator for use in its mass transit system. The



                                      -2-



Company's  intention is to expand this product into  additional  states however,
there is no assurance  that the Odor  Eliminator  will gain  acceptance in other
jurisdictions.  The Company has no binding agreement with any of these entities,
however  discussions  are  ongoing  regarding  the  nature  and  extent  of  any
relationship.

The Company is currently shipping its household  organic-based cleaning products
to 110 Hannaford  Supermarkets stores in the New England and Florida markets. In
addition,  our  proposals  have been  accepted  by, and the  Company has shipped
product to Shaw's Supermarkets (130 stores with a separate in-aisle display) and
Stop & Shop Supermarkets (50 stores). The Company is also a listed vendor and is
actively selling  cleaning  products to United Food  International,  the leading
organic and national  distributor in the country supplying such outlets as Whole
Foods  and  other  major  grocery  store  chains.  There  is no  assurance  that
meaningful  orders from these  outlets will  commence,  or if they do, that they
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 also preparing  prototype bags which will
bear the LOL labels and which will contain bilingual instructions.  We have also
met with  representatives  of a national home  improvement  chain and received a
very favorable reception.  LOL has told us that they are planning to test-market
our fertilizer products in the spring of 2008.

These  products  would be ready to market in the next six  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.

      A new rubberized  mulch product,  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 late 2007. There is no assurance  however,  that significant  orders
from retail outlets will commence. It will ultimately depend on customer demand.


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 agreed to by the  parties.
The  private  label  concept  referred  to above  has  been  limited  to  verbal
discussions.


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 2006
Manufacturer  Survey  prepared by  Nutrition  Business  Journal on behalf of the
Organic Trade Association  showed that in 2005 $13 billion was spent on food and
non-food organic products, an increase of 16.2% over the previous year. Based on
reported  consumer usage  patterns,  future shopping and other trended data, the
survey  projects  that industry  sales could reach $20 billion by 2009.  Organic
non-foods had consumer sales of $744 million in 2005, a growth of 32.5% for that
year.  Compared to organic foods,  which had a penetration rate of 2.5% in 2005,
organic  non-food  products are still  emerging as a category and  accounted for
only 0.22% of total  sales in this  sector in 2005  according  to Organic  Trade
Association  Forecasting  Survey 2005.  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
continue to follow the overall organic upward trend. The Company has



                                      -3-



established important outsourcing manufacturing and marketing relationships with
Land  O'Lakes and North  Eastern  Sales  Solutions,  a major  independent  sales
representative  organization in the New England area. 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  the six  months  following  the  date of this  Registration
Statement  but there can be no  assurances  to that effect.  At this point,  the
essential terms are still under discussion.


In the case of North Eastern Sales  Solutions we have a five year agreement plus
automatic  year to year  extensions  unless  terminated  by  either  party.  The
commission  rate for  products  sold is 5% percent in the New  England  area and
three 3%  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
extensions  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
three stations (WHJJ,  WXLM, and WBSM). The Company's  President and host of the
"Garden  Guys" show is now heard  weekly on WRKO,  the largest and most  popular
station in Boston,  MA, covering a large radio audience  throughout New England.
The  Company  has plans to expand  the  two-hour  weekly  radio  show into other
markets.  Through its current  relationships  with Clear Channel,  Citadel,  and
Entercom  networks the Company hopes to expand the show to additional  stations.
The timing and  locating  of these  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.


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  manufacturers  without 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.

The Company has indications of interest for the financial  backing and marketing
program  it needs  in order to  establish  itself  as a factor  in the  non-food
organic  products  arena.  There is being  discussed a placement agent agreement
from the investment  banking firm of Andrew Garrett,  Inc. providing for a raise
of up to $6  million.  The  absence  of an  internal  sales  staff  in  favor of
utilization of outside independent sales professionals, coupled with no need for
a  conventional  manufacturing  facility,  will  enable the  Company to keep its
operating expenses limited.


      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  companies  as Fisher  Scientific  and Land
O'Lakes that could prove valuable,  the outlook remains uncertain in the absence
of binding written agreements.  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 until 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").


                                      -4-


      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  percentage   (ranging   from  5%-20%)  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,  and (8)  lectures  to garden  clubs,  civic  organizations  and other
associations.

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,  Bradfield
Organics,  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.  According to its 2006 report of  fourth-quarter /
year-end  results,  Land  O'Lakes  Inc.  (the  parent  corporation)  has over 30
manufacturing facilities,  and 70 distribution centers, which contribute overall
7.3 billion  dollars in annual  sales.  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 and 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  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 which has yet to be tested.

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,  regardless of age or gender,
can have either 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


                                      -5-


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 19 million dollars  annually,  according to
the Organic Trade Association this category grew by 29% in 2005.

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 sales annually. Their customers are some of the major retail jewelry and bead
shops,  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 the
Boston Medical  Examiners  office and to some  independent  funeral homes.  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  has  contracted  with  a  sales  organization  that
specializes in this  industry,  for the sale of 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 2007.  There is no
assurance that these markets will develop  significantly for our products.  This
depends entirely upon product and acceptance.


According to the latest 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 & Waste Disposal Markets:

We have  discovered  through  outside testing that the Company's Odor Eliminator
product  has a desired  effect  for both  industries,  due to the  various  odor
problems  they  encounter on a daily basis.  Testing is on-going,  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.
Indications  of interest to purchase the product in larger  quantities  has been
given,  once  provisions  for  purchases  are  adopted in its budget for the new
fiscal year which starts in July, 2007. 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  management,  fishing
industry, industrial kitchens,  daycare-Montessori,  hospice-home care, kennels.
There is no  assurance  that these  markets,  as defined  by the  Company,  will
develop for our products. This will depend upon product and 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. Through the assistance of a separate company we are also developing an
industrial  degreaser  product  which has been  successfully  tested and has the
ability to separate oil from water.  We believe this product will be  beneficial
in industrial waste remedial projects.


The last three years have been spent  establishing  what the Company believes to
be a strong,  solid foundation needed to support the next phase in the Company's
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



                                      -6-


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 licensing
agreement  negotiations  with George  Basch Co., a  manufacturer  and  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. There are
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

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


We are now able to bring our products from  manufacturer to consumer,  with very
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 stations to
our 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 radio talk show,
we  believe  that this is a very  attainable  goal.  Currently,  we are on three
stations,  one of which is a Clear Channel  station,  the largest network in the
country with over 1000 stations  nationwide.  What with the addition of WRKO the
number of stations in which the Company has on-air  presence is four.  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 relationship with Clear Channel and Citadel.


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
and  others  in the  northeast  and  North  East  Garden  Group,  another  major
independent sales and marketing company to


                                      -7-


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 industry,  jewelry industry and a
licensing agreement for an organic line of industrial metal polish.

The initial radio one year contract with WHJJ (Rhode Island) began on August 28,
2005  for one year  and was  automatically  renewed  in 2006  for one  year.  In
addition three other radio stations have contracted to simultaneously  broadcast
the radio show  weekly on Sunday  mornings  from 8:00 a.m.  to 10:00 a.m.  These
stations are WXLM (Southeastern Connecticut),  WBSM (Southeastern Massachusetts)
and  WRKO  (Boston,  Massachusetts).   All  these  contracts  are  automatically
renewable  and the  respective  stations have agreed to promote the program with
promotional announcements, print ads 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 2007 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 women buyers 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.


All  these   products   are   manufactured   for  the  Company   under  its  own
specifications.  Products are  manufactured  to our  specifications  without any
research and development costs due to the fact that 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.  The foregoing  arrangement  limits the Company's  financial
exposure:

o     No research and development costs

o     No manufacturing facilities and related costs

o     Reduced inventory costs and facilities

o     Limited employee and staff

      4. COMPETITION

According  to the  Organic  Trade  Association,  a leading  organic  association
publication,  the non-food  organic market was estimated to be $ 750 million and
growing at an annual rate of 32%. The Company  believes its' largest  competitor
is  privately-owned  Seventh  Generation,  located  in  New  Hampshire.  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. located in New Hampshire is about the only known competition we
have, although they are not heavily involved in the primary markets that we look
to serve.  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, that the Company's products
will be accepted  into the  marketplace  due to their unique  qualities  and eye
catching packaging and 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. In addition,  many  companies  that make up the
Company's competition in this market are better financed, 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.


                                      -8-


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 contain  chemicals,  it is possible  that  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.  These  competitors  may lower their prices to compete with us. We
expect competition to intensify in the future,  which could also result in price
reductions, fewer customer and lower gross 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, and historically,
it has  been  the  Company's  policy  not  to pay  for  shelf  space  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.

      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 the  Company's  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 the 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  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,  patent,  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


                                      -9-


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 it has  violated a patent or infringed a  copyright,  trademark,  or
other  proprietary   right  belonging  to  them.  These  claims,   even  if  not
meritorious,  could  result in the  expenditure  of  significant  financial  and
managerial  resources on its 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 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 trade mark  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.

      9. EFFECT OF ANY EXISTING OR PROPOSED GOVERNMENT REGULATIONS.


Other than normal  government  regulations  that any  business  encounters,  the
Company's business is not affected by any government regulations.


      10. RESEARCH AND DEVELOPMENT COSTS.

The cost and expense of Research and  Development is borne by the  manufacturer.
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 the
Company achieves will be primarily from strategic alliances. Revenues generated,
while paying  directly for research and technology  costs accrued to date,  will
fund the operations of the Company, which includes funding any on-going 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 existing  environmental  rules and/or regulations.  Further,  the Company
does not own any real  property  which would lead to  liability as a land owner.
Therefore,  the  Company  does  not  anticipate  that  there  will be any  costs
associated with the compliance of environmental laws and regulations.

      12. EMPLOYEES.

As of the date hereof, the Company employs 3 full-time employees and 2 part-time
employees.  The Company hires  independent  contractors  on an "as needed" basis
only. The Company has no collective  bargaining  agreements  with its employees.
The Company believes that its employee  relationships are  satisfactory.  In the
long term, the Company


                                      -10-


will attempt to hire additional employees as needed based on its 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.  Sam Jeffries continued involvement is particularly  critical. In the
event Sam Jeffries were 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. The expansion of our business will
be largely contingent on our ability to attract and retain additional  personnel
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.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

                           Forward Looking Statements

The following  discussion and analysis  provides  information  which  management
believes  is  relevant  to an  assessment  and  understanding  of our results of
operations  and  financial  condition,   which  are  based  upon  our  financial
statements  and  have  been  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 Registration
Statement.

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.  Actual results may differ
from these estimates under different assumptions and conditions.

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

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 Registration Statement

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

The following words and financial  projections contain figures related to plans,
expectations,  future  results,  performance,  events or other  matters that are
"forward-looking statements". When used in the Plan of Operations, words such as
"estimate",  "project",  "intend",  "expect",  "anticipate",  and other  similar
expressions are intended to identify 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 speak only as of the date of the Plan of
Operations.  The  Company  undertakes  no  obligation  to  release or deliver to
investor's  revisions to these  forward-looking  statements to reflect events or
circumstances  after  the  date of the Plan of  Operations,  the  occurrence  of
unanticipated events or other matters that may occur.

                              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  and
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,


                                      -11-


footwear, automotive, and boating.

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   seeking   alliances   with   manufacturers,    retail   outlets,   sales
representatives and distributors. Management believes that its existing funds in
combination  with  funds  raised in a  contemplated  minimum of $3 million in an
equity  offering and combined with revenues  generated by its operations will be
sufficient  to fund its  operations  for more than the next 24 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  Organix(TM)  Organic-based  cleaners  from Shaws
Supermarkets (150 stores),  Hannaford Supermarkets (110 stores), and the Boston,
Mass. Transit Authority.  The Company anticipates that it will be able to launch
its organic fertilizer  products in approximately six to twelve months under its
Mother Natures  Cuisine(TM)  and/or Garden Guys private label. While the Company
believes that it will meet this schedule,  if it cannot raise additional working
capital,  the  probability of the Company meeting the schedule 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 2007 and 2008,  sales  may be  expected  to
ratchet  themselves up as new customers come on board and reorders start to come
in. The Company  projects a net loss of ($764,000) in calendar 2007. In calendar
2007, cash flow from operations is projected to be ($724,000).

We will also 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 inform  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.

The  Company  also  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 $547,850 in the
first nine months of fiscal 2007,  from the now completed  January 3, 2006 stock
offering.  In addition,  we are in the process of negotiating  short-term bridge
loan financing of $500,000,  which the Company  projects will be in place within
the next 60 days. The Company has also received a placement agent agreement from
Andrew Garrett,  Inc. for a private placement  offering of up to $6,000,000 that
will commence in the next six months.


Assuming an anticipated  total investment to be received of at least $3,160,000,
combined with the short-term financing of $500,000, the Company believes that it
will adequately cover anticipated cash shortfalls through December, 2009.


The Company's  projected  Plan of Operations  for calendar year 2007 consists of
the following: (000's omitted)


                                      -12-


                                                              Year 2007
                                                              ---------
Revenues                                                         $1,619
Margin                                                              537
Selling, General and Administrative Expense                         950
Other (Income)/Expense                                              351
Net Profit/(Loss) Before Taxes                                   $ (764)(1)
----------
(1)   Not including revenues from sales to as yet unidentified customers.


                                      -13-


1.    Revenue Projections

Other than  purchase  orders that we have  received  since the beginning of 2007
totaling $117,000 through June, 2007, 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 2007 projections were made on an industry-by-industry  basis with two thirds
of our projected revenues coming from a combination of Grocery,  Convenience and
College Book Stores.  In preparing our projections we identified  customers that
we are  currently  shipping  and those who have  indicated a desire to carry our
products.

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 determine 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.

General and Administrative  costs (on an annualized basis) were maintained at no
more than 8% of sales to keep our overhead costs at a bare minimum.  These costs
also included legal, accounting and consulting fees of $140,000 in 2007.

Marketing and Selling  expenses were  projected at 15% 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.

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, 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 key supermarket  chains to accept and sell its household organic
cleaning  products in order to achieve the  objectives.  To this end the Company
has received and filled orders and re-orders during the current fiscal year (ie.
October  2006  through  June,  2007)  aggregating  approximately  $117,000  from
recognized chains such as Hannaford Supermarkets, Shaws Supermarkets 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.


                                      -14-


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 seek financing from
outside sources as it expects our operating  expenses to increase as a result of
the planned  expansion  into 2008 and 2009.  In order to provide this  necessary
additional  financing,  the  Company  has  entered  into a  conditional  private
placement agreement with Andrew Garrett, Inc., an investment banking firm as the
Placement Agent for possible financing of up to $6,000,000.

      The  Company  believes  the  material  trends and  uncertainties  that can
adversely affect it are:


            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 Company could be adversely  impacted.  Should there
            be a natural  disaster,  for example,  garden product sales business
            could 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
            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 may be
            more heavily financed than are the Company.

            o Risks in short and long  term and the  actions  you 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.

            The  Company  is  currently  negotiating  a bridge  loan on its own,
            recently  closed out an equity offering on its own, and has obtained
            a private  placement  commitment  letter  for 3 million to 6 million
            dollars with a major investment banking firm, Andrew Garrett, Inc.

            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 of WRKO as a feature  to our show
            which has expanded the  audience  reach into central  Massachusetts,
            southern  Maine and southern New Hampshire in  conjunction  with the
            Companies  financial  commitment with WRKO to assist in promotion of
            any or all of the  Company's  products  each week on his 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.

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

Detailed  information  regarding  the  Company's  operations is contained in the
Financial Statements section of this registration statement. The following table
sets  forth,  for the  periods  indicated,  certain  key  information  about the
Company.


                                      -15-


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, in which  $978,950 had been raised as of June 30,
2007. 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 Registration  Statement,  the private placement commenced
on January 3, 2006 is complete and an  aggregate  of $999,500 has been  received
from investors.

(A Development Stage Company)

                             Selected Financial Data


                 For the Years Ended September 30, 2006 and 2005
             and for the Six Months Ended March 31, 2007 (Unaudited)
                             Statement of Operations



                                                                          Six Months            Twelve Months       Twelve Months
                                                                             Ended                  Ended               Ended
                                                                         March 31, 2007       September 30, 2006  September 30, 2005
                                                                         --------------       ------------------  ------------------
                                                                          (Unaudited)
                                                                                                               
Revenues                                                                  $    30,104            $    50,111            $    78,946
Margin                                                                         10,004                  8,151                 45,471
Compensation Costs                                                              4,166                 16,667                 47,849
Selling, General and Administrative Expense                                   423,138                292,361                174,130
Other Income/(Expense)                                                         (3,431)              (263,130)               (82,912)
                                                                          -----------            -----------            -----------
Profit/(Loss) Before Taxes                                                $  (420,731)           $  (564,007)           $  (259,420)
                                                                          ===========            ===========            ===========
Loss per share-Basic and Diluted                                          $     (0.09)           $     (0.15)           $      (.07)
                                                                          ===========            ===========            ===========
Weighted Average Number of Shares
   Outstanding-Basic and Diluted                                            4,886,751              3,784,827              3,500,000
                                                                          ===========            ===========            ===========



                                 Balance Sheets




                                                                           Six Months           Twelve Months        Twelve Months
                                                                              Ended                  Ended               Ended
                                                                          March 31, 2007      September 30, 2006  September 30, 2005
                                                                         --------------       ------------------  ------------------
                                                                           (Unaudited)
                                                                                                                   
ASSETS
Cash                                                                        $124,411                $226,322                $  3,953
Accounts Receivable                                                            6,345                   6,081                   2,775
Inventories                                                                   72,554                  29,174                   9,714
Fixed Assets                                                                  11,721                   2,711                     338
Other Assets                                                                     200                     200                     200
Prepaid Insurance Expense                                                     16,662                     -0-                     -0-
                                                                            --------                --------                --------
TOTAL ASSETS                                                                $231,893                $264,488                $ 16,980
                                                                            ========                ========                ========
LIABILITIES
Accounts Payable                                                            $174,447                $ 83,953                $ 81,159
Accrued Expenses                                                             167,051                  68,335                  49,255
Notes Payable-Current                                                        102,501                  67,319                 143,327
Note Payable-Long Term                                                         1,786                   7,058                   8,476
                                                                            --------                --------                --------
TOTAL LIABILITIES                                                           $445,785                $226,665                $282,217




                                      -16-





                                                                                                               
STOCKHOLDERS EQUITY/(DEFICIT)
Common Stock (Note 1)                                                   $       498             $       481             $       350
Additional Paid in Capital                                                1,486,308               1,321,475                 471,206
Prepaid Expenses                                                                -0-                  (4,166)                 20,833
Accumulated (Deficit)                                                    (1,700,698)             (1,279,967)               (715,960)
                                                                        -----------             -----------             -----------
TOTAL STOCKHOLDERS EQUITY/(DEFICIT)                                     $  (213,892)            $    41,990             $  (265,237)
TOTAL LIABILITIES AND STOCKHOLDERS
   EQUITY/(DEFICIT)                                                     $   231,893             $   264,488             $    16,980
                                                                        ===========             ===========             ===========



Note 1:

Common  Stock,  $.0001  par value,  100,000,000  shares  authorized,  4,976,426;
4,811,576 and 3,500,000 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, 2006.
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 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.  While there is no assurance,  management believes that the
Company's products will commence generating revenues during the first quarter of
2007.

The  Company  financed  its  expenditures  through  sales  pursuant  to  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.  Since inception through March, 2007, the Company issued 4,976,426
shares of common stock.  It raised an aggregate of $924,123  pursuant to certain
subscriptions it received from the stock offering in 2006 to March 2007 for cash
at $1.00 per share and through the conversion of the 6%  convertible  debenture,
and convertible  promissory notes issued. 671,890 of these shares were issued as
free-trading  shares  under Rule 504 of  Regulation D of the  Securities  Act of
1933,  as amended.  A total of 4,304,536  of the  Company's  outstanding  common
shares were restricted as of March 31, 2007.

From  inception  through  December 31, 2006 the Company's  selling,  general and
administrative expenses were $1,232,436.  These expenses are partially offset by
income from radio ads, website, garden and cleaning products sales in the amount
of $217,197.


As of March 31, 2007,  the Company had current assets of $203,310 and $28,583 in
furniture,  equipment and other  assets,  resulting in total assets of $231,893.
The Company's current liabilities were $263,347.

                          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


                                      -17-


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 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 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  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 March 31,
2007,  September 30, 2006 and 2005 is collectable and therefore no allowance has
been taken.



                                      -18-


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.

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 $41,700 and $30,030
for the years ended September 30, 2006 and 2005, 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 Recently Issued Accounting Standards

In December 2004, the FASB issued SFAS No. 153, "EXCHANGES OF NONMONETARY ASSETS
AN AMENDMENT OF APB OPINION NO. 29",  based on the principle  that  exchanges of
non-monetary  assets  should be  measured  based on the fair value of the assets
exchanged. The guidance in that opinion, however, included certain exceptions to
that principle.  This statement amends Opinion 29 to eliminate the exception for
non-monetary  exchanges  of similar  productive  assets and  replaces  it with a
general  exception  for  exchanges  of  non-monetary  assets  that  do not  have
commercial  substance.   This  statement  is  effective  during  fiscal  periods
beginning  after June 15, 2005. The adoption of SFAS 153 is not expected to have
a material impact on the Company's financial  statements.

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).

In November 2004, the FASB issued SFAS No. 151,  "INVENTORY COSTS", an amendment
of ARB No. 43,  Chapter 4 (SFAS 151), to clarify that  abnormal  amounts of idle
facility expense, freight, handling costs, and wasted


                                      -19-


material  (spoilage)  should be recognized as current period  charges,  and that
fixed  production  overheads  should be allocated  to inventory  based on normal
capacity of  production  facilities.  This  statement is effective for inventory
costs incurred  during fiscal years  beginning after June 15, 2005. The adoption
of SFAS 151 is not expected to have a material impact on the Company's financial
statements.

In June 2005,  the FASB issued  Statement of Financial  Accounting  Standard No.
154,  Accounting Changes and Error Corrections,  ("SFAS 154"). SFAS 154 replaces
Accounting  Principle  Bulletin  No. 20 ("APB 20"),  and  Statement of Financial
Accounting  Standard No. 3, Reporting  Accounting  Changes in Interim  Financial
Statements  ("SFAS  3"),  and  applies to all  voluntary  changes in  accounting
principle,  and changes the  requirements  for accounting for and reporting of a
change in accounting  principle.  APB 20 previously required that most voluntary
changes in accounting  principle be recognized by including in net income of the
period  of  change  a  cumulative  effect  of  changing  to the  new  accounting
principle, whereas SFAS 154 requires retrospective application to prior periods'
financial  statements of a voluntary change in accounting principle unless it is
impracticable.  SFAS 154  enhances  the  consistency  of  financial  information
between periods. SFAS 154 is effective for fiscal years beginning after December
15, 2005. Our adoption of SFAS 154 is not expected to have a material  impact on
our results of operations or financial position.

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


                                      -20-


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.

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

We account for all transactions  under which  employees,  officers and directors
receive  shares  of  stock  in  accordance  with the  provisions  of  Accounting
Principles  Board Opinion No.25  "Accounting for Stock Issued to Employees".  In
accordance  with  Statement of  Financial  Accounting  Standards  No. 123 ("SFAS
123"),  "Accounting  for Stock -Based  Compensation",  we adopted the  pro-forma
disclosure  requirements  of SFAS 123.  Accordingly,  no  compensation  has been
recognized  in the  results  of  operations  for  the  employees,  officers  and
directors stock option plan other than for those options issued to non-employees
for other  services.  Issuances  of stock to  employees  are  valued at the fair
market value at the time of issuance or when earned by the  agreement,  and then
expensed over the respective term of such agreement.

We account for non-employee  equity transactions in accordance with SFAS No. 123
and EITF 96-18. The valuing of such equity considers the fair value of the stock
at issuance or contract date,  the  volatility of the stock,  risk free rates of
return, the term for which services are to be rendered and the date upon earning
such equity. We may utilize the Black Scholes formula to arrive at the intrinsic
value of certain equity rights issued for services for non-employee issuances.

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 3. 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.


                                      -21-


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 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following  table sets forth,  as of March 5, 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                                                              (1)BENEFICIAL       OUTSTANDING
BENEFICIAL OWNER                                                                 OWNERSHIP (3)         SHARES
--------------------                                                             -------------       -----------
                                                                                                 
Samuel F.H. Jeffries                                                              1,500,000            30.53%

Stephen B. Jeffries                                                                  25,000             0.51%

Leonard B. Colt, Jr.                                                                150,000             3.05%

Jerry Adelstein                                                                   1,338,065            27.24%

Joanne L.H.Anderson                                                                 256,940             5.23%

Laurie Basch-Levy                                                                    75,000             1.53%

Michael Ernst                                                                        43,877             0.89%

All Executive Officers and Directors as a Group (7 persons)                       3,388,882            68.98%

Bruno Kordish                                                                       500,000(2)         10.18%


----------
(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.

(2)   Bruno   Kordish   disclaims   beneficial   ownership  to  150,000   shares
      beneficially owned by his former wife Maryanne Kordish.

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

Applicable  percentage  of ownership is based on 4,912,533  shares of our common
stock outstanding on March 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.

ITEM 5. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

                                   MANAGEMENT

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


                                      -22-


NAME                           AGE                        POSITION
----                           ---                        --------
Samuel F.H. Jeffries           45       President, Chief Executive Officer and
                                        Chairman of the Board of Directors
Stephen B. Jeffries            46       Director
Leonard B. Colt, Jr.           70       Director, Secretary
Jerry Adelstein                74       Director
Joanne L.H. Anderson           49       Director, Vice President
Laurie Basch-Levy              53       Director and Member of Audit Committee
Michael Ernst                  55       Director
Mark J. McEvoy                 54       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  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 Designer,  Artist and Art Director of North American Carrousel Company
since 1980 has been a director  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.  Since 1980,  Joanne has
been 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 is a member of 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 in business
administration in economics from New York University.

Stephen B. Jeffries,  has been a director  since the inception.  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 C.F.A. Level
1 Examination and C.F.P. Level 1 Examination.


Laurie  Basch-Levy,  Director  and is a member of the Audit  Committee  Foremost
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 is  negotiating 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



                                      -23-


City.

Michael Ernst, Director,  since the inception;  Senior Energy Consultant,  Tetra
Tech Ec Inc. since 2006 an engineering  and consulting  firm;  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.

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. Stephen Jeffries is a qualified financial expert.

ITEM 6. 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 directors for all services rendered in all capacities.

                           SUMMARY COMPENSATION TABLE


----------------------------------------------------------------------------------------------------------------------
                                                                                  
Name and      Year     Salary     Bonus     Stock     Option     Non-Equity     Change in     All Other      Total
Principal              ($)        ($)       Awards    Awards     Incentive      Pension       Compensation   ($)
Position                                    ($)       ($)        plan           Value and     ($)
                                                                 Compensation   Nonqualified
                                                                 ($)            Deferred
                                                                                Compensation
                                                                                Earnings
                                                                                ($)

(a)           (b)      (c)        (d)       (e)       (f)        (g)            (h)           (i)            (j)
----------------------------------------------------------------------------------------------------------------------
PEO           2006     21,154     -0-       -0-       -0-        -0-            -0-           6,000          27,154
Sam Jeffries  2005     -0-        -0-       -0-       -0-        -0-            -0-           -0-
----------------------------------------------------------------------------------------------------------------------


All officers and directors as a group were paid aggregate salaries of $49,866.00
for the fiscal year ended September 30, 2006.


                                      -24-


The Company has not granted any of the following during or after its fiscal year
ended September 30, 2006:

      Grants of Plan-Based Awards

      Equity Awards

      Pension Benefits

      Nonqualified Deferred Compensation

      Director Compensation

No Executive  Officer or Director held stock options during the 2006 fiscal year
or to date during the current fiscal year.

The company anticipates electing a compensation  committee which can develop and
establish clear compensation policies and compensation  committee procedures for
disclosing these policies.

ITEM 7. 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  31,  2006,  we owed  Pegasus
Marketing $25,544.

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
provides 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.


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 $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 payment 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 payment 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 31, 2006 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


                                      -25-



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.

ITEM 8. DESCRIPTION OF SECURITIES.

GENERAL

(a) 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 the  registration  statement of
which this prospectus forms a part. 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 at 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  entitled to vote,  represented  in person or by
proxy,  constitutes  a  quorum.  A vote of the  majority  of the  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  rights or privileges with
respect  to any  share,  except  outstanding  options.  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-SB.

(b) Debt Securities. None

(c) Other Securities To Be Registered. None


                                      -26-


PART II

ITEM 1. 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.


      (b)  Holders.  As of March 20,  2007,  there  are 109  record  holders  of
4,412,533 shares of the Company's common stock.

      (c) Dividends.  The Registrant 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 Registrant's business.

ITEM 2. LEGAL PROCEEDINGS.

There are not presently  any material  pending  legal  proceedings  to which the
Registrant is a party or as to which any of its property is subject, and no such
proceedings are known to the Registrant to be threatened or contemplated against
it.

ITEM  3.  CHANGES  IN AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING  AND
FINANCIAL DISCLOSURE.

There are not and have not been any disagreements between the Registrant and its
accountants  on any matter of  accounting  principles,  practices  or  financial
statement disclosure.

ITEM 4. RECENT SALES OF UNREGISTERED SECURITIES.

On August 27, 2003 we issued 150,000  restricted  shares to Leonard B. Colt, Jr.
pursuant to a consulting  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 6% 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.

In each of the above  issuances,  our  shares  were  issued in  reliance  on the
exemption from registration provided by


                                      -27-


Section 4(2) of the  Securities  Act of 1933. 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 of 1933
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" as defined in Section 4(2) due to the insubstantial
number of persons involved, size of the transactions, manner of the offering and
number of shares  offered.  We did not  undertake an offering in which we sold a
high number of shares to a high number of investors.  In addition, the investors
had the  necessary  investment  intent as  required  by Section  4(2) since all,
except those who received free trading  shares  pursuant to Rule 504 of the 1933
Act, agreed to and received a share certificates,  bearing a legend stating that
such shares are  restricted  pursuant to Rule 144 of the  Securities  Act. These
restrictions  ensure that these  shares would not be  immediately  redistributed
into the market and  therefore not be part of a "public  offering".  Based on an
analysis  of the above  factors,  we  believe  we have met the  requirements  to
qualify for exemption  under Section 4(2) of the  Securities Act of 1933 for the
above transactions.


Commencing  January 3, 2006,  the Company  conducted  an  offering of  1,258,244
shares of its common stock up to the aggregate limit 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 of 1933  and to
holders  of the  Company's  6%  Convertible  Debentures  or the  holders  of its
convertible promissory notes at the conversion exercise price of $.42 per share.
This offering qualifies under Rule 504 of Regulation D because cash proceeds are
$1,000,000  or  less  and by  virtue  of the  registration  of the  offering  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.
Shares  issued in  states  other  than the  states  of New  Jersey  and New York
qualified  for  exemption  from  registration  pursuant  to Rule 506 of the 1933
Securities Act or the Uniform Accredited Investor Exemption Rule. As of December
31, 2006 the Company had issued  431,100  shares of its common stock for cash at
$1.00 per share to accredited investors and had issued 880,476 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 Registration  Statement,  the Rule 504 offering is complete and
the Company has sold  999,500  shares of its common  stock for cash  proceeds of
$999,500.


INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Section 145 of the Delaware General  Corporation Law provides that a corporation
may indemnify  directors and officers as well as other employees and individuals
against expenses including attorneys' fees, judgments, fines and amounts paid in
settlement in connection with various  actions,  suits or  proceedings,  whether
civil,  criminal,  administrative or investigative other than an action by or in
the right of the corporation,  a derivative  action, if they acted in good faith
and in a manner  they  reasonably  believed  to be in or not opposed to the best
interests  of the  corporation,  and,  with  respect to any  criminal  action or
proceeding,  if they  had no  reasonable  cause to  believe  their  conduct  was
unlawful.  A similar  standard is applicable in the case of derivative  actions,
except that  indemnification  only extends to expenses including attorneys' fees
incurred in connection  with the defense or settlement of such actions,  and the
statute  requires court approval before there can be any  indemnification  where
the person seeking indemnification has been found liable to the corporation. The
statute provides that it is not exclusive of other  indemnification  that may be
granted by a corporation's  certificate of incorporation,  bylaws,  agreement, a
vote of stockholders or disinterested directors or otherwise.

The Company's  Amended and Restated  Bylaws  provides that it will indemnify and
hold harmless,  to the fullest  extent  permitted by Section 145 of the Delaware
General  Corporation  Law, as amended  from time to time,  each person that such
section grants us the power to indemnify.

The Delaware  General  Corporation  Law permits a corporation  to provide in its
certificate of incorporation or bylaws that a director of the corporation  shall
not be personally  liable to the  corporation or its  stockholders  for monetary
damages for breach of fiduciary duty as a director, except for liability for:

      o     any breach of the director's  duty of loyalty to the  corporation or
            its stockholders;

      o     acts or  omissions  not in good faith or which  involve  intentional
            misconduct or a knowing violation of law;

      o     payments of unlawful  dividends  or unlawful  stock  repurchases  or
            redemptions; or

      o     any transaction from which the director derived an improper personal
            benefit.


                                      -28-


The Company's  Amended and Restated  Bylaws provides that, to the fullest extent
permitted by applicable law, none of our directors will be personally  liable to
us or our  stockholders  for monetary  damages for breach of fiduciary duty as a
director.  Any repeal or modification of this provision will be prospective only
and will not adversely affect any limitation,  right or protection of a director
of our company existing at the time of such repeal or modification.

SEC POSITION ON INDEMNIFICATION FROM SECURITIES ACT LIBILITY

Insofar as indemnification  for liabilities  arising under the Securities Act of
1933, as amended, may be permitted to our directors,  officers,  and controlling
persons pursuant to the foregoing provisions, or otherwise, we have been advised
that  it  is  the  opinion  of  the  Securities  and  Exchange  Commission  such
indemnification  is against  public policy as expressed in the Securities Act of
1933, as amended,  and is, therefore,  unenforceable.  In the event that a claim
for indemnification against such liabilities (other than the payment of expenses
incurred or paid by any of our directors, officers or controlling persons in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling  person in connection  with  securities  being
registered,  we will,  unless in the  opinion  of  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 Securities Act of 1933, as amended, and will be governed by the
final adjudication of such issue.


                                      -29-


                                    SIGNATURE

In  accordance  with  Section 12 of the  Securities  Exchange  Act of 1934,  the
registrant caused this registration  statement to be signed on its behalf by the
undersigned, thereunto duly authorized.


Date: August 23, 2007


                                 ORGANIC SALES AND MARKETING, INC.
                                 Registrant

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


                                      -30-


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

                     Financial Statements for the Six Months
                    Ended March 31, 2007 and 2006 (Unaudited)
                 and the Years Ended September 30, 2006 and 2005
                      and Report of Independent Registered
                             Public Accounting Firm



                                    CONTENTS

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

Balance Sheets................................................................ 4

Statements of Operations...................................................... 6

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

Statements of Cash Flows...................................................... 8

Notes to the Financial Statements............................................. 9



             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To The Audit Committee
Organic Sales and Marketing, Inc.
Raynham, MA

We have audited the accompanying  balance sheets of Organic Sales and Marketing,
Inc. (a  Development  Stage  Company) as of September 30, 2006 and 2005, and the
related statements of operations,  stockholders' deficit, and cash flows for the
years  then  ended  and for the  period  August  23,  2003  (inception)  through
September 30, 2006.  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 audits.

We conducted  our audits in  accordance  with the standards of the PCAOB (United
States).  Those standards  require that we plan and perform the audits 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 audits
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 audits provide 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, 2006 and 2005,  and the results of its  operations  and
its cash  flows for the years then  ended and for the  period  August  23,  2003
(inception) through September 30, 2006 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 12 to the
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 12. The financial  statements do not
include any adjustments that might result from the outcome of this uncertainty.

As  discussed  in Note 13 to the  financial  statements,  management  discovered
errors in the reporting of the  Company's  accounting  for the Company's  equity
transactions  as of  September  30,  2006  as  well  as the  accounting  for the
beneficial  conversion  feature related to convertible  debt.  Accordingly,  the
financial  statements as of and for the year ended  September 30, 2006 have been
restated to correct the errors.

Chisholm, Bierwolf & Nilson, LLC
Bountiful, Utah
January 19, 2007 except for Notes 2, 5, 6, 11 and 13 dated July 5, 2007.



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

                                     ASSETS

                                                          For the Years Ended
                                           March 31,         September 30,
                                         -----------   -------------------------
                                            2007          2006           2005
                                         -----------   ----------     ----------
                                         (Unaudited)   (Restated)     (Restated)

CURRENT ASSETS
    Cash and cash equivalents             $124,411      $226,322      $  3,953
    Accounts receivable, net                 6,345         6,081         2,775
    Inventories                             72,554        29,174         9,714
                                          --------      --------      --------
      Total Current Assets                 203,310       261,577        16,442
                                          --------      --------      --------
PROPERTY AND EQUIPMENT, NET                 11,721         2,711           338
                                          --------      --------      --------
OTHER ASSETS
    Prepaid Expense                         16,662            --            --
    Deposits                                   200           200           200
                                          --------      --------      --------
      Total Other Assets                    16,862           200           200
                                          --------      --------      --------
      TOTAL ASSETS                        $231,893      $264,488      $ 16,980
                                          ========      ========      ========

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


                                       4



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

                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)



                                                                                          For the Years Ended
                                                                                             September 30,
                                                                  March 31,         -------------------------------
                                                                    2007                2006                2005
                                                                -----------         -----------         -----------
                                                                (Unaudited)          (Restated)          (Restated)
                                                                                               
CURRENT LIABILITIES
    Accounts payable                                            $   174,447         $    83,953         $    81,159
    Accrued expenses                                                146,520              50,990              15,219
    Accrued interest payable                                         20,531              17,345              34,036
    Line of credit                                                   51,348              15,000                  --
    Current portion of convertible notes payable,
     net of conversion discount - related parties                        --                  --              16,291
    Current portion of convertible notes payable,
     net of conversion discount                                          --                  --              82,506
    Current portion of notes payable - related parties               51,153              52,319              44,530
                                                                -----------         -----------         -----------
      Total Current Liabilities                                     443,999             219,607             273,741
                                                                -----------         -----------         -----------
LONG-TERM LIABILITIES
    Notes payable - related parties                                   1,786               7,058               8,476
                                                                -----------         -----------         -----------
      Total Long-Term Liabilities                                     1,786               7,058               8,476
                                                                -----------         -----------         -----------
      Total Liabilities                                             445,785             226,665             282,217
                                                                -----------         -----------         -----------
STOCKHOLDERS' EQUITY (DEFICIT)
    Common stock, $0.0001 par value; 100,000,000 shares
     authorized, 4,976,426, 4,811,576 and 3,500,000 shares
     issued and outstanding, respectively                               498                 481                 350
    Additional paid-in capital                                    1,486,308           1,321,475             471,206
    Prepaid Expenses                                                     --              (4,166)            (20,833)
    Deficit Accumulated during the Developmental Stage           (1,700,698)         (1,279,967)           (715,960)
                                                                -----------         -----------         -----------
      Total Stockholders' Equity (Deficit)                         (213,892)             37,823            (265,237)
                                                                -----------         -----------         -----------
      TOTAL LIABILITIES AND
       STOCKHOLDERS' EQUITY (DEFICIT)                           $   231,893         $   264,488         $    16,980
                                                                ===========         ===========         ===========


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


                                       5


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



                                                                                                                Accumulated from
                                                                                                                 August 23, 2003
                                                                                                                   (inception)
                                                     For the Six Months              For the Years Ended             through
                                                       Ended March 31,                  September 30,               March 31,
                                               ----------------------------     -----------------------------   ----------------
                                                   2007             2006            2006             2005             2007
                                               -----------     ------------     ------------     ------------   ----------------
                                               (Unaudited)      (Unaudited)      (Restated)       (Restated)

                                                                                                    
REVENUES
    Product sales, net                         $    30,104      $    16,409      $    25,000      $    32,806      $   132,185
    Services                                            --            2,527           25,111           46,140          110,433
                                               -----------      -----------      -----------      -----------      -----------
      Total Revenues                                30,104           18,936           50,111           78,946          242,618
COST OF SALES                                       20,100           11,843           41,960           33,475          114,588
                                               -----------      -----------      -----------      -----------      -----------
    GROSS PROFIT                                    10,004            7,093            8,151           45,471          128,030
                                               -----------      -----------      -----------      -----------      -----------
OPERATING EXPENSES
    Compensation Costs                               4,166            8,334           16,667           47,849          190,000
    Selling, general and administrative            423,138          105,516          292,361          174,130        1,232,436
                                               -----------      -----------      -----------      -----------      -----------
      Total Operating Expenses                     427,304          113,850          309,028          221,979        1,422,436
                                               -----------      -----------      -----------      -----------      -----------
LOSS FROM OPERATIONS                              (417,300)        (106,757)        (300,877)        (176,508)      (1,294,406)
                                               -----------      -----------      -----------      -----------      -----------
OTHER INCOME (EXPENSE)
    Interest  income                                 2,228               --            2,934               --            5,292
    Interest expense                                (5,659)         (47,303)        (266,064)         (82,912)        (411,584)
                                               -----------      -----------      -----------      -----------      -----------
      Total Other Income (Expense)                  (3,431)         (47,303)        (263,130)         (82,912)        (406,292)
                                               -----------      -----------      -----------      -----------      -----------
NET LOSS BEFORE INCOME TAXES                      (420,731)        (154,060)        (564,007)        (259,420)      (1,700,698)
INCOME TAX EXPENSE                                      --               --               --               --               --
                                               -----------      -----------      -----------      -----------      -----------
NET LOSS                                       $  (420,731)     $  (154,060)     $  (564,007)     $  (259,420)     $(1,700,698)
                                               ===========      ===========      ===========      ===========      ===========
LOSS PER SHARE-
      Basic and Diluted                        $     (0.09)     $     (0.04)     $     (0.15)     $     (0.07)
                                               ===========      ===========      ===========      ===========
WEIGHTED AVERAGE NUMBER
OF SHARES OUTSTANDING-
      Basic and Diluted                          4,886,751        3,500,000        3,784,827        3,500,000
                                               ===========      ===========      ===========      ===========


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


                                       6


                        ORGANIC SALES AND MARKETING, INC.
                          (A Development Stage Company)
                  Statements of Stockholders' Equity (Deficit)
        For the period August 23, 2003 (inception) through March 31, 2007



                                                                                       (Deficit)
                                                                                      Accumulated                      Total
                                                                        Additional     during the                  Stockholders'
                                                 Common Stock            Paid-In       Development    Prepaid         Equity
                                            Shares         Amount        Capital          Stage       Expenses       (Deficit)
                                           ---------    -----------    -----------   -------------  -----------    -------------
                                                                                                 
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 (restated)     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 (restated)     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 (restated)     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
  (restated)                               4,811,576    $       481    $ 1,321,475   $(1,279,967)   $    (4,166)   $    37,823
                                           ---------    -----------    -----------   -----------    -----------    -----------
Shares issued for cash at $1.00/share        164,850             16        164,833            --                       164,849
Amortization of Prepaid Expenses                                                                          4,166          4,166
Net loss for the six months ended
  March 31, 2007 (unaudited)                      --             --             --      (420,731)                     (420,731)
                                           ---------    -----------    -----------   -----------    -----------    -----------
Balance, March 31, 2007 (unaudited)        4,976,426    $       497    $ 1,486,308   $(1,700,698)   $        --    $  (213,893)
                                           =========    ===========    ===========   ===========    ===========    ===========


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


                                       7


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



                                                                                                                   Accumulated from
                                                                                                                    August 23, 2003
                                                                                                                      (inception)
                                                             For the Six Months           For the Years Ended           through
                                                                Ended March 31,               September 30,            March 31,
                                                             2007           2006           2006           2005           2007
                                                         -----------    -----------    ----------      ----------   ---------------
                                                          (Unaudited)    (Unaudited)    (Restated)     (Restated)
                                                                                                      
CASH FLOWS FROM OPERATING ACTIVITIES
    Net loss                                             $  (420,731)   $  (154,059)   $  (564,007)   $  (259,420)   $(1,700,698)
    Adjustments to reconcile net loss to
     net cash used in operating activities:
      Depreciation expense                                     1,060            170            330            168          1,727
      Shares issued for services                                  --             --             --             --         15,160
      Shares issued for convertible debt interest                 --             --             --             --         41,582
      Amortization of prepaid expense                          4,166          8,334         16,667         47,849        175,000
      Amortization of discount on notes payable                   --         33,119        230,944         54,021        328,218
      Write-off of receivable from officer                        --             --             --         15,689         15,689
    Change in operating assets and liabilities:
      Accounts receivable-trade                                 (264)        (5,291)        (3,305)          (186)        (6,345)
      Inventories                                            (43,380)         1,443        (19,460)         2,445        (72,554)
      Deposits                                                    --             --             --           (200)          (200)
      Prepaid expense                                        (16,662)        (3,185)            --             --        (16,662)
      Due from officers                                           --             --             --             --        (15,689)
      Accounts payable                                        90,495         18,723          2,794         29,179        174,448
      Accrued expenses                                        95,529         26,210         35,774         12,740        146,520
      Accrued interest payable                                 3,186         11,158         23,391         17,974         20,531
                                                         -----------    -----------    -----------    -----------    -----------
       Net Cash Used in Operating Activities                (286,601)       (63,378)      (276,872)       (79,741)      (893,273)
                                                         -----------    -----------    -----------    -----------    -----------
CASH FLOWS FROM INVESTING ACTIVITIES
    Purchase of property and equipment                       (10,070)            --         (2,703)            --        (13,448)
                                                         -----------    -----------    -----------    -----------    -----------
      Net Cash Used in Investing Activities                  (10,070)            --         (2,703)            --        (13,448)
                                                         -----------    -----------    -----------    -----------    -----------
CASH FLOWS FROM FINANCING ACTIVITIES
    Proceeds from issuance of shares                         164,850        256,400        431,100             --        595,950
    Cash Contribution to Capital                                  --             --             --             --          2,678
    Proceeds from Line of Credit                              39,500             --         15,000             --         54,500
    Payments on Line of Credit                                (3,153)            --             --             --         (3,153)
    Proceeds from convertible notes
     payable - related party                                      --         80,000         49,500         85,826        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                 (6,438)       (17,376)       (25,655)        (5,588)       (42,048)
                                                         -----------    -----------    -----------    -----------    -----------
      Net Cash Provided by Financing Activities              194,759        319,024        501,945         80,238      1,031,132
                                                         -----------    -----------    -----------    -----------    -----------
NET INCREASE (DECREASE) IN CASH                             (101,912)       255,646        222,370            497        124,411
CASH, BEGINNING OF PERIOD                                    226,323          3,953          3,953          3,456             --
                                                         -----------    -----------    -----------    -----------    -----------
CASH, END OF PERIOD                                      $   124,411    $   259,599    $   226,323    $     3,953    $   124,411
                                                         ===========    ===========    ===========    ===========    ===========
SUPPLEMENTAL DISCLOSURES:
    Cash paid for interest                               $     2,322    $     3,025    $     9,938    $    10,916    $    27,171
    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    $     8,334    $    16,667    $    47,849    $   175,000


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


                                       8


                        ORGANIC SALES AND MARKETING, INC.
                          (A Development Stage Company)
                        Notes to the Financial Statements
             March 31, 2007 (Unaudited), September 30, 2006 and 2005

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 (Restated)

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.


                                       9


                        ORGANIC SALES AND MARKETING, INC.
                          (A Development Stage Company)
                        Notes to the Financial Statements
             March 31, 2007 (Unaudited), September 30, 2006 and 2005

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,  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,
2006 and 2005 is collectable;  however, a reasonable  allowance has been made as
of March 31, 2007 for receivables over 120 days old.

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.


                                       10


                        ORGANIC SALES AND MARKETING, INC.
                          (A Development Stage Company)
                        Notes to the Financial Statements
             March 31, 2007 (Unaudited), September 30, 2006 and 2005

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 $41,700 and $30,030
for the years ended September 30, 2006 and 2005, 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 Six Months                     For the Years Ended
                                                   Ended March 31,                         September 30,
                                          --------------------------------        ------------------------------
                                              2007                 2006               2006               2005
                                          ------------        ------------        ------------       -----------
Basic and Diluted                          (Unaudited)         (Unaudited)          (Restated)        (Restated)
                                                                                         
Net Loss - Numerator                      $   (420,731)       $   (154,060)       $   (564,007)      $  (259,420)
                                          ============        ============        ============       ===========
Weighted Average Shares - Denominator        4,886,751           3,500,000           3,784,827         3,500,000
                                          ============        ============        ============       ===========
Per Share Amount                          $      (0.09)       $      (0.04)       $      (0.15)      $     (0.07)
                                          ============        ============        ============       ===========



                                       11


                        ORGANIC SALES AND MARKETING, INC.
                          (A Development Stage Company)
                        Notes to the Financial Statements
             March 31, 2007 (Unaudited), September 30, 2006 and 2005

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 June 2005,  the FASB issued  Statement of Financial  Accounting  Standard No.
154,  Accounting Changes and Error Corrections,  ("SFAS 154"). SFAS 154 replaces
Accounting  Principle  Bulletin  No. 20 ("APB 20"),  and  Statement of Financial
Accounting  Standard No. 3, Reporting  Accounting  Changes in Interim  Financial
Statements  ("SFAS  3"),  and  applies to all  voluntary  changes in  accounting
principle,  and changes the  requirements  for accounting for and reporting of a
change in accounting  principle.  APB 20 previously required that most voluntary
changes in accounting  principle be recognized by including in net income of the
period  of  change  a  cumulative  effect  of  changing  to the  new  accounting
principle, whereas SFAS 154 requires retrospective application to prior periods'
financial  statements of a voluntary change in accounting principle unless it is
impracticable.  SFAS 154  enhances  the  consistency  of  financial  information
between periods. SFAS 154 is effective for fiscal years beginning after December
15, 2005. Our adoption of SFAS 154 is not expected to have a material  impact on
our results of operations or financial position.

In December  2004,  the FASB issued  SFAS No. 152,  "ACCOUNTING  FOR REAL ESTATE
TIME-SHARING  TRANSACTIONS  AN AMENDMENT OF FASB  STATEMENTS  NO. 66 AND 67", to
reference  the  financial  accounting  and  reporting  guidance  for real estate
time-sharing  transactions that is provided in AICPA Statement of Position (SOP)
04-2,  "Accounting for Real Estate  Time-Sharing  Transactions".  This Statement
also amends FASB  Statement  No. 67,  "ACCOUNTING  FOR COSTS AND INITIAL  RENTAL
OPERATIONS  OF REAL  ESTATE  PROJECTS",  to  state  that  the  guidance  for (a)
incidental  operations and (b) costs incurred to sell real estate  projects does
not apply to real estate  time-sharing  transactions.  The  accounting for those
operations  and costs is subject to the guidance in SOP 04-2.  This statement is
effective  during fiscal years  beginning  after June 15, 2005.  The adoption of
SFAS 152 is not expected to have a material  impact on the  Company's  financial
statements.  In November 2004, the FASB issued SFAS No. 151,  "INVENTORY COSTS",
an  amendment  of ARB No. 43,  Chapter 4 (SFAS 151),  to clarify  that  abnormal
amounts of idle facility expense,  freight,  handling costs, and wasted material
(spoilage)  should be  recognized  as  current  period  charges,  and that fixed
production  overheads  should be allocated to inventory based on normal capacity
of  production  facilities.  This  statement is effective  for  inventory  costs
incurred during fiscal years beginning after June 15, 2005. The adoption of SFAS
151 is not  expected  to  have a  material  impact  on the  Company's  financial
statements.


                                       12


                        ORGANIC SALES AND MARKETING, INC.
                          (A Development Stage Company)
                        Notes to the Financial Statements
             March 31, 2007 (Unaudited), September 30, 2006 and 2005

Note 2 - Summary of Significant Accounting Policies (Continued)

Recently Issued Accounting Standards (Continued)

In December 2004, the FASB issued SFAS No. 153, "EXCHANGES OF NONMONETARY ASSETS
AN AMENDMENT OF APB OPINION NO. 29",  based on the principle  that  exchanges of
non-monetary  assets  should be  measured  based on the fair value of the assets
exchanged. The guidance in that opinion, however, included certain exceptions to
that principle.  This statement amends Opinion 29 to eliminate the exception for
non-monetary  exchanges  of similar  productive  assets and  replaces  it with a
general  exception  for  exchanges  of  non-monetary  assets  that  do not  have
commercial substance. This statement is effective during fiscal periods

beginning  after June 15, 2005. The adoption of SFAS 153 is not expected to have
a material impact on the Company's financial statements.

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.


                                       13


                        ORGANIC SALES AND MARKETING, INC.
                          (A Development Stage Company)
                        Notes to the Financial Statements
             March 31, 2007 (Unaudited), September 30, 2006 and 2005

Note 2 - Summary of Significant Accounting Policies (Continued)

Recently Issued Accounting Standards (Continued)

In May 2005,  the  Financial  Accounting  Standards  Board  issued  Statement of
Financial Accounting Standards No. 154 ("SFAS No. 154"), "ACCOUNTING CHANGES AND
ERROR  CORRECTIONS."  This statement  requires  entities that voluntarily make a
change in  accounting  principle to apply that change  retrospectively  to prior
periods' financial statements, unless this would be impracticable.  SFAS No. 154
supersedes APB Opinion No. 20, "ACCOUNTING  CHANGES," which previously  required
that most voluntary  changes in accounting  principle be recognized by including
in the current period's net income the cumulative  effect of changing to the new
accounting   principle.   SFAS  No.  154  also  makes  a   distinction   between
"retrospective

application"  of an  accounting  principle  and the  "restatement"  of financial
statements  to reflect  the  correction  of an error.  SFAS No.  154  applies to
accounting changes and error corrections that are made in fiscal years beginning
after December 15, 2005. Management has adopted these provisions.

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.


                                       14


                        ORGANIC SALES AND MARKETING, INC.
                          (A Development Stage Company)
                        Notes to the Financial Statements
             March 31, 2007 (Unaudited), September 30, 2006 and 2005

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.

Reclassifications

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


                                       15


                        ORGANIC SALES AND MARKETING, INC.
                          (A Development Stage Company)
                        Notes to the Financial Statements
             March 31, 2007 (Unaudited), September 30, 2006 and 2005

Note 2 - Summary of Significant Accounting Policies (Continued)

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 Six         For the Years Ended
                                       Months Ended           September 30,
                                         March 31,       -----------------------
                                           2007            2006           2005
                                       -----------       -------         -------
                                       (Unaudited)
Raw materials                            $63,110         $25,684         $ 8,552
Finished goods                             9,444           3,490           1,162
                                         -------         -------         -------
Totals                                   $72,554         $29,174         $ 9,714
                                         =======         =======         =======

At March 31,  2007,  September  30, 2006 and 2005,  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 Six         For the Years Ended
                                       Months Ended           September 30,
                                         March 31,       ----------------------
                                           2007            2006          2005
                                       -----------       -------       --------
                                       (Unaudited)
Property and equipment                  $ 13,448         $  3,378      $    675
Less: accumulated depreciation            (1,727)            (667)         (337)
                                        --------         --------      --------
Property and equipment, net             $ 11,721         $  2,711      $    338
                                        ========         ========      ========

Depreciation  expense on property and  equipment was $1,060 and $170 for the six
months  ended March 31, 2007 and 2006  (unaudited),  respectively,  and $330 and
$168 for the years ended September 30, 2006 and 2005, respectively.


                                       16


                        ORGANIC SALES AND MARKETING, INC.
                          (A Development Stage Company)
                        Notes to the Financial Statements
             March 31, 2007 (Unaudited), September 30, 2006 and 2005

Note 5 - Income Taxes (Restated)

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 $1,372,480 and
$950,499 as of March 31, 2007 (unaudited) and September 30, 2006,  respectively,
which may be offset  against  future taxable income through 2026. No tax benefit
has been reported in the financial statements.

Deferred tax assets and the valuation account are as follows:

                                         For the Six
                                         Months Ended     For the Years Ended
                                           March 31,         September 30,
                                             2007          2006          2005
                                         -----------    ----------    ----------
                                         (Unaudited)    (Restated)    (Restated)
Deferred tax asset:
Net operating loss carryforward           $ 530,880     $ 366,795     $ 236,900
Valuation allowance                        (530,880)     (366,795)     (236,900)
                                          ---------     ---------     ---------
                                          $      --     $      --     $      --
                                          =========     =========     =========

The components of income tax expense are as follows:



                                              For the Six Months                       For the Years Ended
                                                Ended March 31,                           September 30,
                                       --------------------------------          --------------------------------
                                          2007                 2006                 2006                  2005
                                       -----------          -----------          ----------            ----------
                                       (Unaudited)          (Unaudited)          (Restated)            (Restated)
                                                                                           
Current Federal tax                     $      --            $      --            $      --            $      --
Current State tax                              --                   --                   --                   --
Change in NOL benefit                     164,085               60,083              129,895               80,106
Change in valuation allowance            (164,085)             (60,083)            (129,895)             (80,106)
                                        ---------            ---------            ---------            ---------
                                        $      --            $      --            $      --            $      --
                                        =========            =========            =========            =========



                                       17


                        ORGANIC SALES AND MARKETING, INC.
                          (A Development Stage Company)
                        Notes to the Financial Statements
             March 31, 2007 (Unaudited), September 30, 2006 and 2005

Note 6 - Convertible Notes Payable (Restated)

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  March  31,  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.


                                       18


                        ORGANIC SALES AND MARKETING, INC.
                          (A Development Stage Company)
                        Notes to the Financial Statements
             March 31, 2007 (Unaudited), September 30, 2006 and 2005

Note 7 - Notes Payable - Related Parties

Notes payable - related parties consisted of the following at:





                                                                                     For the Six            For the Years Ended
                                                                                     Months Ended              September 30,
                                                                                       March 31,        ---------------------------
                                                                                         2007             2006               2005
                                                                                     -----------        ---------          --------
                                                                                     (Unaudited)
                                                                                                                  
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.                                                                 914             7,351            33,006
Note payable with a related individual, interest
   at 10% per annum, no curren repayment
   requirements, due on demand, unsecured.                                               20,000            20,000            20,000
                                                                                       --------          --------          --------
Total Notes Payable - Related Parties                                                    52,940            59,377            53,006
Less: Current Portion                                                                   (51,153)          (52,319)          (44,530)
                                                                                       --------          --------          --------
Long-Term Notes Payable - Related Parties                                              $  1,787          $  7,058          $  8,476
                                                                                       ========          ========          ========


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

            Years Ending September 30,             Amount
            --------------------------             ------

                      2007                        $32,319
                      2008                         10,810
                      2009                         11,333
                      2010                          4,915
                      2011                             --
                   Thereafter                          --
                                                  -------
                                                  $59,377
                                                  =======



                                       19


                        ORGANIC SALES AND MARKETING, INC.
                          (A Development Stage Company)
                        Notes to the Financial Statements
             March 31, 2007 (Unaudited), September 30, 2006 and 2005

Note 8 - Commitments and Contingencies

The Company leases  facilities  for its corporate  offices that expire in fiscal
2007.   Rental  expense  for  fiscal  2006  and  2005  was  $7,800  and  $6,600,
respectively.  In addition,  the Company has various  equipment leases and radio
station  syndication  agreements  with  commitments  accounted  for as operating
leases.  The radio station agreements are generally for a short period (90 days)
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.  The
future minimum annual lease commitments as of September 30, 2006 are as follows:

            Years Ending September 30,             Amount
            --------------------------             ------

                      2007                        $79,739
                      2008                          3,125
                      2009                          3,125
                      2010                             --
                      2011                             --
                   Thereafter                          --
                                                  -------
                                                  $85,989
                                                  =======

Note 9 - 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, 2006 and 2005 $-0- and $2,935, respectively.

Note 10 - 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 at March 31, 2007 (unaudited),
September 30, 2006 and 2005 was $51,348, $15,000 and $-0-, respectively. Accrued
Interest Payable at March 31, 2007 (unaudited),  September 30, 2006 and 2005 was
$470,  $74 and $-0,  respectively.  The LOC  Agreement is also  guaranteed by an
officer of the Company.


                                       20


                        ORGANIC SALES AND MARKETING, INC.
                          (A Development Stage Company)
                        Notes to the Financial Statements
             March 31, 2007 (Unaudited), September 30, 2006 and 2005

Note 11 - Equity Transactions (Restated)

Effective  January 3, 2006, the Company  commenced a stock offering whereby they
issued  595,950  shares of its common stock for cash of $595,950 as of March 31,
2007 (unaudited).  In addition,  the Company 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).

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
have  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 March 31, 2007
(unaudited),  September  30,  2006 and  September  30,  2005 are $0,  $4,166 and
$20,833, respectively


                                       21


                        ORGANIC SALES AND MARKETING, INC.
                          (A Development Stage Company)
                        Notes to the Financial Statements
             March 31, 2007 (Unaudited), September 30, 2006 and 2005

Note 12 - 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 raised on the open Rule 504 offering
and by Officers and Directors as necessary.

Note 13- Restatement and Reclassification

We have restated our financial statements for the years ended September 30, 2006
and 2005 and the  Statements  of  Operations  and Cash  Flow for the  period  of
Inception  to March 31, 2007 to reflect  issues  identified  during a regulatory
review of our financial  statements  associated  with a  registration  statement
filing of Form 10SB that is pending  effectiveness as of the date of this 10SB/A
filing.  Management concluded that these restatements were necessary to properly
account for the changes as reflected below.


                                       22


                          ORGANIC SALES AND MARKETING
                          (A Development Stage Company
                                 Balance Sheets
                               September 30, 2006

                                     ASSETS



                                                                       As
                                                                   Originally              As
                                                                    Reported            Restated             Change
                                                                    --------            --------            --------
                                                                                                   
CURRENT ASSETS
    Cash and cash equivalents                                       $226,322            $226,322            $     --
    Accounts receivable, net                                           6,081               6,081                  --
    Inventories                                                       29,174              29,174                  --
                                                                    --------            --------            --------
       Total Current Assets                                          261,577             261,577                  --
                                                                    --------            --------            --------
PROPERTY AND EQUIPMENT, NET                                            2,711               2,711                  --
                                                                    --------            --------            --------
OTHER ASSETS
    Prepaid Consulting Expense                                         4,167                  --              (4,167)(a)
    Deposits                                                             200                 200                  --
                                                                    --------            --------            --------
       Total Other Assets                                              4,367                 200              (4,167)
                                                                    --------            --------            --------
       TOTAL ASSETS                                                 $268,655            $264,488            $ (4,167)
                                                                    ========            ========            ========


                                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)



                                                                       As
                                                                   Originally              As
                                                                    Reported            Restated             Change
                                                                    --------            --------            --------
                                                                                                   
CURRENT LIABILITIES
    Accounts payable                                                $ 83,953            $ 83,953            $     --
    Accrued expenses                                                  50,990              50,990                  --
    Accrued interest payable                                          17,345              17,345                  --
    Line of credit                                                    15,000              15,000                  --
    Current portion of convertible notes payable,
     net of conversion discount - related parties                         --                  --                  --
    Current portion of convertible notes payable,
     net of conversion discount                                           --                  --                  --
    Current portion of notes payable - related parties                32,319              52,319              20,000 (b)
                                                                    --------            --------            --------
       Total Current Liabilities                                     199,607             219,607              20,000
                                                                    --------            --------            --------
LONG-TERM LIABILITIES
    Notes payable - related parties                                   27,058               7,058             (20,000)(b)
    Convertible notes payable - related parties                           --                  --                  --
    Convertible notes payable                                             --                  --                  --
                                                                    --------            --------            --------
       Total Long-Term Liabilities                                    27,058               7,058             (20,000)
                                                                    --------            --------            --------
       Total Liabilities                                             226,665             226,665                  --
                                                                    --------            --------            --------
STOCKHOLDERS' EQUITY (DEFICIT)
    Common stock, $0.0001 par value; 100,000,000 shares
     authorized, 4,976,425, 4,811,576 and 3,500,000
     shares issued and outstanding, respectively                         481                 481                  --
    Additional paid-in capital                                      1,026,247           1,321,475            295,228 (c)
    Prepaid Expenses                                                      --              (5,416)             (5,416)(d)
    (Deficit) Accumulated during the Developmental Stage            (984,738)           (1,278,717)         (293,979)(e)
                                                                    --------            --------            --------
       Total Stockholders' Equity (Deficit)                           41,990              37,823              (4,167)
                                                                    --------            --------            --------
       TOTAL LIABILITIES AND
        STOCKHOLDERS' EQUITY (DEFICIT)                              $268,655            $264,488            $ (4,167)
                                                                    ========            ========            ========


(a)   To reclassify the unearned portion of the share-based calculation of the
      B. Kordich Consulting Agreement (500,000 shares at $.10 per share) to
      Stockholders Equity.

(b)   To reclassify a $20,000 related party demand note incorrectly identified
      as Long Term to Short Term

(c)   To reclassify the remaining portion of BCF on convertible debt, per EITF
      00-27, to interest expense. Due to a misinterpretation of the governing
      EITF, an amount of $180,228 was originally debited to APIC.

Also, to record the share-based value of Consulting Agreements for J. Adelstein
      ($85,000), L. Colt ($15,000) and B. Kordich ($15,000) or a total value of
      $115,000.

(d)   This is the remaining unearned portion of the share-based calculation of
      the two B. Kordich Consulting Agreements. (650,000 shares at $.10 per
      share) (Jan. 2004-Dec.2006)

(e)   This reflects the additonal interest expense of $180,228 cited in (b); the
      Consulting Expense of $115,000 cited also cited in (b) less the unearned
      portion of the B. Kordich Agreement of $1,249 (Jan. 2004-Dec.
      2006)($15,000/36 mos X 3 mos=$1,249)


                                       23


                          ORGANIC SALES AND MARKETING
                          (A Development Stage Company
                                 Balance Sheets
                               September 30, 2006

                                     ASSETS



                                                                       As
                                                                   Originally              As
                                                                    Reported            Restated             Change
                                                                    --------            --------            --------
                                                                                                   
CURRENT ASSETS
    Cash and cash equivalents                                       $  3,953            $  3,953            $     --
    Accounts receivable, net                                           2,775               2,775                  --
    Inventories                                                        9,714               9,714                  --
                                                                    --------            --------            --------
       Total Current Assets                                           16,442              16,442                  --
                                                                    --------            --------            --------
PROPERTY AND EQUIPMENT, NET                                              338                 338                  --
                                                                    --------            --------            --------
OTHER ASSETS
    Prepaid Consulting Expense                                        20,833                  --             (20,833(a)
    Deposits                                                             200                 200                  --
                                                                    --------            --------            --------
       Total Other Assets                                             21,033                 200             (20,833
                                                                    --------            --------            --------
       TOTAL ASSETS                                                 $ 37,813            $ 16,980            $(20,833
                                                                    ========            ========            ========


                                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)



                                                                       As
                                                                   Originally              As
                                                                    Reported            Restated             Change
                                                                    --------            --------            --------
                                                                                                   
CURRENT LIABILITIES
    Accounts payable                                                $ 81,159            $ 81,159            $     --
    Accrued expenses                                                  15,219              15,219                  --
    Accrued interest payable                                          34,036              34,036                  --
    Line of credit                                                        --                  --                  --
    Current portion of convertible notes payable,
     net of conversion discount - related parties                      3,255              16,291              13,036 (b)
    Current portion of convertible notes payable,
     net of conversion discount                                       81,024              82,506               1,482 (c)
    Current portion of notes payable - related parties                24,530              44,530              20,000 (d)
                                                                    --------            --------            --------
       Total Current Liabilities                                     239,223             273,741              34,518
                                                                    --------            --------            --------
LONG-TERM LIABILITIES
    Notes payable - related parties                                   28,476               8,476             (20,000)(d)
    Convertible notes payable - related parties                       12,809                  --             (12,809)(b)
    Convertible notes payable                                          1,482                  --              (1,482)(c)
                                                                    --------            --------            --------
       Total Long-Term Liabilities                                    42,767               8,476             (34,291)
                                                                    --------            --------            --------
       Total Liabilities                                             281,990             282,217                 227
                                                                    --------            --------            --------
STOCKHOLDERS' EQUITY (DEFICIT)
    Common stock, $0.0001 par value; 100,000,000 shares
     authorized, 4,976,425, 4,811,576 and 3,500,000 shares
     issued and outstanding, respectively                                350                 350                  --
    Additional paid-in capital                                       356,206             471,206             115,000 (e)
    Prepaid Expenses                                                      --             (20,833)            (20,833)(a)
    (Deficit) Accumulated during the Developmental Stage            (600,733)           (715,960)           (115,227)(e)
                                                                    --------            --------            --------
       Total Stockholders' Equity (Deficit)                         (244,177)           (265,237)            (21,060)
                                                                    --------            --------            --------
       TOTAL LIABILITIES AND
        STOCKHOLDERS' EQUITY (DEFICIT)                              $ 37,813            $ 16,980            $(20,833)
                                                                    ========            ========            ========


(a)   Reclass share-based prepaid consulting expense to Equity to offset the
      share-based value of Consulting Agreements for B. Kordich
      (1/1/04-12/31/06)($50,000/36 mos=$1,388.89)($1,388.89 X 15 mos=$20,833.)

(b)   Reclass $12,809 from long-term convertible notes payable-related parties
      to short-term convertible notes payable-related parties to correctly
      reflect the "on demand" appearance of this debt as of September 30, 2005
      and adjust discount on notes payable for $227 due to a misinterpretation
      of the governing EITF 00-27.

(c)   Reclass $1,482 from long term convertible notes payable to short-term
      convertible notes payable to correctly reflect the "on demand" appearance
      of this debt as of September 30,. 2005.

(d)   Reclass notes payable-related party to correctly reflect the "on demand"
      appearance of this debt as of September 30, 2005. (e) Adjust APIC and
      Accumulated (Deficit) to reflect the share-based value of the J. Adelstein
      Consulting agreement ($85,000); B. Kordich ($15,000) and L. Colt
      ($15,000), as well as the interest accretion adjustment referenced in (b)
      above.


                                       24


                          ORGANIC SALES AND MARKETING
                          (A Development Stage Company
                                 Balance Sheets
                               September 30, 2006



                                                                       As
                                                                   Originally              As
                                                                    Reported            Restated             Change
                                                                    --------            --------            --------
                                                                                                   
REVENUES
    Product sales, net                                              $ 25,000            $ 25,000            $     --
    Services                                                          25,111              25,111                  --
                                                                   ---------           ---------           ---------
       Total Revenues                                                 50,111              50,111                  --
COST OF SALES                                                         41,960              41,960                  --
                                                                   ---------           ---------           ---------
    GROSS PROFIT                                                       8,151               8,151                  --
                                                                   ---------           ---------           ---------
OPERATING EXPENSES
    Compensation Costs                                                16,667              16,667                  --
    Selling, general and administrative                              292,361             292,361                  --
                                                                   ---------           ---------           ---------
       Total Operating Expenses                                      292,361             292,361                  --
                                                                   ---------           ---------           ---------
LOSS FROM OPERATIONS                                                (284,210)           (284,210)                 --
                                                                   ---------           ---------           ---------
OTHER INCOME (EXPENSE)
    Interest  income                                                   2,934               2,934                  --
    Interest expense                                                 (86,062)           (266,064)           (180,002)(a)
                                                                   ---------           ---------           ---------
       Total Other Income (Expense)                                  (83,128)           (263,130)           (180,002)
                                                                   ---------           ---------           ---------
NET LOSS BEFORE INCOME TAXES                                        (367,338)           (547,340)           (180,002)
INCOME TAX EXPENSE                                                        --                  --                  --
                                                                   ---------           ---------           ---------
NET LOSS                                                           $(367,338)          $(547,340)          $(180,002)
                                                                   =========           =========           =========
LOSS PER SHARE-
       Basic and Diluted                                           $   (0.10)          $   (0.14)          $   (0.05)
                                                                   =========           =========           =========
WEIGHTED AVERAGE NUMBER
OF SHARES OUTSTANDING-
       Basic and Diluted                                            3,784,827           3,784,827                 --
                                                                   =========           =========           =========


(a)   To reclassify $175,747, the updated remaining portion of BCF on
      convertible debt per EITF 00-27 to interest expense from APIC due to a
      misinterpretation of the governing EITF, in addition to updated interest
      acretion of $4,255 due to the same ETF misinterpretation


                                       25


                          ORGANIC SALES AND MARKETING
                          (A Development Stage Company
                                 Balance Sheets
                               September 30, 2006




                                                                       As
                                                                   Originally             As
                                                                    Reported           Restated           Change
                                                                  -----------         ----------          -------
                                                                                                 
REVENUES
    Product sales, net                                            $   32,806          $   32,806          $    --
    Services                                                          46,140              46,140               --
                                                                  ----------          ----------          -------
       Total Revenues                                                 78,946              78,946               --
COST OF SALES                                                         33,475              33,475               --
                                                                  ----------          ----------          -------
    GROSS PROFIT                                                      45,471              45,471               --
                                                                  ----------          ----------          -------
OPERATING EXPENSES
    Compensation Costs                                                21,877              47,849          (25,972)(a)
    Selling, general and administrative                              174,130             174,130               --
                                                                  ----------          ----------          -------
       Total Operating Expenses                                      174,130             174,130               --
                                                                  ----------          ----------          -------
LOSS FROM OPERATIONS                                                (128,659)           (128,659)              --
                                                                  ----------          ----------          -------
OTHER INCOME (EXPENSE)
    Interest  income                                                      --                  --               --
    Interest expense                                                 (80,914)            (82,912)          (1,998)(b)
                                                                  ----------          ----------          -------
       Total Other Income (Expense)                                  (80,914)            (82,912)          (1,998)
                                                                  ----------          ----------          -------
NET LOSS BEFORE INCOME TAXES                                        (209,573)           (211,571)          (1,998)
INCOME TAX EXPENSE                                                        --                  --                -
                                                                  ----------          ----------          -------
NET LOSS                                                            (209,573)         $ (211,571)         $(1,998)
                                                                  ==========          ==========          =======
LOSS PER SHARE-
       Basic and Diluted                                          $    (0.06)         $    (0.06)         $ (0.00)
                                                                  ==========          ==========          =======
WEIGHTED AVERAGE NUMBER
OF SHARES OUTSTANDING-
       Basic and Diluted                                           3,500,000           3,500,000               --
                                                                  ==========          ==========          =======


(a)   Record the final 11 months of consulting expense on J. Adelstein
      Consulting Consulting Agreement. (9/1/02-8/30/05)($85,000/36
      mos=$2,361.11)($2,361.11 X 11 mos=$25,972.21)

(b)   Accrete additional interest expense due to a misinterpretation of the
      governing EITF 00-27.


                                       26


                          ORGANIC SALES AND MARKETING
                          (A Development Stage Company
                                 Balance Sheets
                               September 30, 2006




                                                                        As
                                                                    Originally             As
                                                                     Reported           Restated           Change
                                                                   -----------         ----------          -------
                                                                                                  
CASH FLOWS FROM OPERATING ACTIVITIES
    Net loss                                                       $(384,005)          $(564,007)          $(180,002)(a)
    Adjustments to reconcile net loss to
     net cash used in operating activities:
       Depreciation expense                                              330                 330                  --
       Amortization of Prepaid Expense (share-based)                      --              16,667              16,667 (b)
       Amortization of convertible notes payable
        discounts related to beneficial conversions                   50,942             230,944             180,002 (a)
       Write-off of receivable from officer                               --                  --                  --
    Change in operating assets and liabilities:
       Accounts Receivable-Trade                                      (3,305)             (3,305)                 --
       Inventories                                                   (19,460)            (19,460)                 --
       Deposits                                                           --                  --                  --
       Prepaid Consulting Expense                                     16,667                  --             (16,667)(b)
       Due from Officers                                                  --                  --                  --
       Accounts payable                                                2,794               2,794                  --
       Accrued expenses                                               35,774              35,774                  --
       Accrued interest payable                                       23,391              23,391                  --
                                                                   ---------           ---------           ---------
        Net Cash Used in Operating Activities                       (276,872)           (276,872)                 --
                                                                   ---------           ---------           ---------
CASH FLOWS FROM INVESTING ACTIVITIES
    Purchase of property and equipment                                (2,703)             (2,703)                 --
                                                                   ---------           ---------           ---------
       Net Cash Used in Investing Activities                          (2,703)             (2,703)                 --
                                                                   ---------           ---------           ---------
CASH FLOWS FROM FINANCING ACTIVITIES
    Proceeds from issuance of shares                                 431,100             431,100                  --
    Net change in line of credit                                      15,000              15,000                  --
    Proceeds from convertible notes                                                                               --
     payable - related parties                                        49,500              49,500                  --
    Proceeds from notes payable - related                             32,000              32,000                  --
    Payments on notes payable - related                              (25,655)            (25,655)                 --
                                                                   ---------           ---------           ---------
       Net Cash Provided by Financing Activities                     501,945             501,945                  --
                                                                   ---------           ---------           ---------
NET INCREASE (DECREASE) IN CASH                                      222,370             222,370                  --
CASH, BEGINNING OF PERIOD                                              3,953               3,953                  --
                                                                   ---------           ---------           ---------
CASH, END OF PERIOD                                                $ 226,323           $ 226,323                  --
                                                                   =========           =========           =========


(a)   See 9/30/2006 Statement of Operations comparative for details.

(b)   To reclassify Prepaid Consulting Expense for B. Kordich ($500,000 X .3333)
      to the Equity section to offset the share-based value of the Consulting
      Agreement.


                                       27


                          ORGANIC SALES AND MARKETING
                          (A Development Stage Company
                                 Balance Sheets
                               September 30, 2006




                                                                        As
                                                                    Originally             As
                                                                     Reported           Restated           Change
                                                                   -----------         ----------          -------
                                                                                                  
CASH FLOWS FROM OPERATING ACTIVITIES
    Net loss                                                       $(231,450)          $(259,420)          $(27,970)(a)
    Adjustments to reconcile net loss to
     net cash used in operating activities:
       Depreciation expense                                             168                 168                  --
       Amortization of Prepaid Expense (share-based)                     --              47,849              47,849 (b)
       Amortization of convertible notes payable
        discounts related to beneficial conversions                  52,023              54,021               1,998 (c)
       Write-off of receivable from officer                          15,689              15,689                  --
    Change in operating assets and liabilities:
       Accounts Receivable-Trade                                       (186)               (186)                 --
       Inventories                                                    2,445               2,445                  --
       Deposits                                                        (200)               (200)                 --
       Prepaid Consulting Expense                                    21,877                  --             (21,877)(d)
       Due from Officers                                                 --                  --                  --
       Accounts payable                                              29,179              29,179                  --
       Accrued expenses                                              12,740              12,740                  --
       Accrued interest payable                                      17,974              17,974                  --
                                                                   ---------           ---------           ---------
        Net Cash Used in Operating Activities                       (79,741)            (79,741)                 --
                                                                   ---------           ---------           ---------
CASH FLOWS FROM INVESTING ACTIVITIES
    Purchase of property and equipment                                   --                  --                  --
                                                                   ---------           ---------           ---------
       Net Cash Used in Investing Activities                             --                  --                  --
                                                                   ---------           ---------           ---------
CASH FLOWS FROM FINANCING ACTIVITIES
    Proceeds from issuance of shares                                     --                  --                  --
    Net change in line of credit                                         --                  --                  --
    Proceeds from convertible notes                                      --
     payable - related parties                                       85,826              85,826                  --
    Proceeds from notes payable - related                                --                  --                  --
    Payments on notes payable - related                              (5,588)             (5,588)                 --
                                                                   ---------           ---------           ---------
       Net Cash Provided by Financing Activities                     80,238              80,238                  --
                                                                   ---------           ---------           ---------
NET INCREASE (DECREASE) IN CASH                                         497                 497                  --

CASH, BEGINNING OF PERIOD                                             3,456               3,456                  --
                                                                   ---------           ---------           ---------
CASH, END OF PERIOD                                                $  3,953            $  3,953                  --
                                                                   ========            ========            =========


(a)   See 9/30/2005 Statement of Operations comparative for details.

(b)   Adjust Cash Flow from Operations for the non-cash effect of share-based
      consulting agreements for J. Adelstein (11 mos)($25,971); B. Kordich (12
      mos)($16,668) and J. Anderson (5 mos)($5,210)

(c)   Accrete additional interest expense due to a misinterpretation of the
      governing EITF 00-27. (d) Reclass "prepaid consulting expenses' to
      "amortization of prepaid expense" to properly reflect the non- cash effect
      of share-based consulting agreements for B. Kordich ($16,668) and J.
      Anderson ($5,210).


                                       28


                                    PART III
                                INDEX TO EXHIBITS

The  following  is a list of Exhibits  which  comprise a part of the  Regulation
Statement.

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

          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


                                      -31-