The following discussion and analysis should be read in conjunction with our consolidated financial statements and related notes thereto included elsewhere in this Registration Statement. Portions of this document that are not statements of historical or current fact are forward-looking statements that involve risk and uncertainties, such as statements of our plans, objectives, expectations and intentions. The cautionary statements made in this Registration Statement should be read as applying to all related forward-looking statements wherever they appear in this Registration Statement. Our actual results could differ materially from those anticipated in the forward-looking statements.

Plan of Operations

Advanced Nurseries

In September 2008, the Board of Directors approved a plan to close ANI and begin a voluntary liquidation of the remaining assets. ANI has incurred over $4,000,000 in losses since its inception and the outlook for the nursery industry warranted this decision. The Level Four drought as mandated by the director of the Georgia Environmental Protection Division, which restricted outdoor watering for the Atlanta region, deepening credit crisis and contraction of the housing industry made the outlook for ANI unfavorable. The outlook for the next two years of operations would result in further losses for a division that has not produced profits to date. There have been some attempts to sell the nursery to other competitors, but the economic environment did not warrant any offers.

Certain of the assets of the business have been disposed of. The remaining assets consist mainly of cash, trade receivables, inventory and property and equipment. Trade receivables have been reduced to estimated net realizable value through a significant reserve. The reserve for bad debt has been increased by $175,186 to estimate the amount of receivables that will be uncollectible due to contractors, developers and landscapers being out of business or filing for bankruptcy. Inventories are carried at estimated lower of cost or market. ANI recognized a loss of $792,148 as it marked its inventory to lower of cost or market. Plant, property and equipment were also reduced because of the closing of the Alpharetta and Braselton locations. These locations had approximately $320,716 of net leasehold improvements that were written off due to the locations closing.

The plan of liquidation is to liquidate all of the assets that are owned by ANI, to return all leased or financed vehicles and to collect all accounts receivable for sales prior to the closure date. All sales after the closure will be on a cash only basis and a liquidating bank has been set up to account for the cash sales and to pay for all necessary operating expenses needed to complete the liquidation. The receivables will be taken over by Liberty Capital Funding ("Liberty"), who entered into a line of credit with ANI on October 3, 2008. Liberty will collect on these receivables until their entire balance owed is satisfied. Management anticipates that this will take approximately six months to complete, or by March 31, 2009, at which time, ANI will file dissolution papers with the Georgia Secretary of State and cease its existence.

The following table summarizes the components of the assets and liabilities from discontinued operations reported in the Consolidated Balance Sheets as of September 30:

                                               2008            2007

              Cash                          $     2,806     $    95,763
              Accounts receivable, net          327,662       1,620,376
              Inventories                       188,299       1,727,969
              Property and Equipment, net       361,038       1,076,285
              Other assets                       10,894          27,081

                Total assets                $   890,699     $ 4,547,474

              Accounts payable              $ 2,391,031     $ 2,091,148
              Accrued liabilities               179,224         170,042
              Line of credit                    153,090         788,964
              Lease/debt obligations            192,106         290,049

                Total liabilities           $ 2,915,451     $ 3,340,203

The following table summarizes the components of the certain operating data for discontinued operations for the year ended September 30:

                                                    2008             2007

        Net sales                               $  6,968,965     $ 10,235,310

        Cost of goods sold                         5,001,145        7,513,442

        Gross margin                               1,967,820        2,721,868

        Administrative expenses
        Operating expense                          4,139,432        3,117,521
        Occupancy expense                            517,115          294,990
        Advertising expense                           13,945           47,350
        Depreciation and amortization                261,606          183,487

        Total administrative expenses              4,932,098        3,643,348

        Interest expense                             115,263          110,041

        Net loss from discontinued operations   $ (3,079,541 )   $ (1,031,521 )

Results from discontinued operations reflect directly attributable revenues, cost of sales and selling and marketing expenses. General administrative expenses have not been allocated to discontinued operations because those expenses are general to continuing operations of the Company and would not be expected to be eliminated or reduced as a result of disposing of ANI.

Organic Growing Systems

OGSI, consisting of our plant in Monticello, MS and our corporate offices in Alpharetta, GA, has experienced tremendous revenue growth over the twelve months ended September 30, 2008. The company had revenues of approximately $463,000 for fiscal 2007 and $1,287,000 for fiscal 2008. Management has added two additional production lines to the Monticello, MS facility that should be able to increase production capabilities from operating one line producing 20 tons per day to operating three lines producing between 150 and 200 tons per day. The lines have been installed and are currently being worked on to eliminate any problems and issues so that the expected capacity can be on line by the end of December 2008. Our sales staff has been in negotiations with several clients that would like to purchase over 1,000 tons each once the facility has demonstrated that it can handle such production requests. Management has located a logistics and distribution facility that will be acquired once production is at full capacity so that finished product can be stored and shipped separate from actual production. Once the three lines have been sold out, management will begin designing and constructing the fourth and fifth lines at the Monticello facility, as well as begin researching a new facility in a different geographic location of the United States that has the feedstock to handle the proposed production needs.

Financing

In August 2008 the Company issued a senior secured short term note to Lamassu Capital Management, LLC ("Lamassu") for $1,000,000. The note is a 12 month note due on August 20, 2009 and accrues interest at 18%, payable at the end of the Company's fiscal quarters. The Company also issued 888,890 E common warrants, priced at $.375, to purchase the Company common stock; 666,666 F common warrants, priced at $.50 per warrant, to purchase the Company common stock; and 444,444 G common warrants, priced at $.75 per warrant, to purchase the Company common stock. The proceeds from this note were to add production lines two and three, as well as provide working capital for the Company.

Management plans on retiring the Lamassu note with a larger financing partner before the end of fiscal 2009. Management plans on having a formal appraisal completed on the Monticello facility in an effort to secure additional debt to pay off the Lamassu note. There are also several series of warrants that expire in fiscal 2009 that if the Company is performing at its planned level should be able to be exercised at the warrant price. Once the facility is producing at capacity the Company should be able to become cash flow positive, assuming no long outages happen at the facility and that prospective clients continue to change over to organic fertilizer for their needs.

Liquidity and Capital Resources

At September 30, 2008, we had total current assets of approximately $1,023,000, consisting primarily of cash, accounts receivable, and inventories. Current liabilities of approximately $4,925,000, consisting primarily of accounts payable, accrued expenses, term and convertible notes payable, and a working capital line-of-credit. The Company has accumulated a net loss from inception through September 30, 2008 of approximately $15,232,000. Stockholder's deficit at September 30, 2008 was approximately ($2,198,000). The Company has recorded gross revenues of approximately $1,287,000 for the year ended September 30, 2008.

Convertible notes payable of $1,412,300 have been converted from debt into either common stock or preferred stock in the Company as of September 30, 2008.

Management's Discussion and Analysis of Financial Condition and Results of Operations

OGSI began its sales effort in February of 2006 and recorded sales of $295,869 for the period from February 2, 2006 (Inception) through September 30, 2006. Sales for the fiscal period ended September 30, 2007 were $463,198. Sales for the year ended September 30, 2008 were $1,286,860.

Sales and gross profit for the years ended September 30, 2008 and 2007 are as follows:

                                              2008           2007

                 Total sales               $ 1,286,860     $ 463,198

                 Cost of sales                 606,661       347,224

                 Gross profit              $   680,199     $ 115,974

                 Gross profit percentage         52.86 %       25.04 %

Gross margin for OGSI improved due to a full production year at the facility whereas in 2007 OGSI was purchasing its product from Agreaux Organics ("Agreaux"). In March 2007 Agreaux was purchased by OGSI and the company began producing its own product, thus its ability to increase its gross margin. For the year ended September 30, 2008 the Company had a full year to produce its own product and this is shown in the increase in gross margin.

Interest expense for the year ended September 30, 2007 amounted to $150,077, due primarily to interest on the convertible promissory notes payable. For the fiscal year ended September 30, 2008, interest expense was $933,925, which included amounts for issuance of warrants and discounts on debt acquired and used throughout the year.

Occupancy expenses for the year ended September 30, 2007 was $124,807 compared to $305,630 for the year ended September 30, 2008. These expenses increased as the Company purchased the fertilizer company, which included the rent, utilities and maintenance for the facility. OGSI increased production four times, which equated to additional utilities being consumed as well as additional maintenance costs for the older equipment being able to keep up with the new production demands being incurred.

Marketing and advertising expenses incurred were $23,988 for the year ended September 30, 2007 as compared to $8,729 for the year ended September 30, 2008. These expenses declined due to the majority of the cash for OGSI being used to increase production as the sales demand was already there. Management expects that marketing activities will increase once the production capacity is increased and larger customers can be brought into the production mix.

The Company incurred a penalty on preferred stock in the amount of $200,333 during the year ended September 30, 2007 for its inability to have its registration statement filed and declared effective by the Effectiveness Date specific by the private placement companies. The Company also incurred a penalty on preferred stock in the amount of $253,333 during the year ended September 30, 2008 for its inability to move from the over the counter pink sheets to the over the counter bulletin board by the Effective Date specified by the private placement companies. Management does not expect any further penalties against the Company to be imposed.

For the fiscal year ended September 30, 2007 the Company had a net operating loss of $1,919,771 compared to a net operating loss of $3,887,330 for the fiscal year ended September 30, 2008. The increase in losses from 2007 to 2008 is due to increased interest and debt expenses for the Company for issuance of warrants, increased investor relations costs to promote the Company to the public markets. The Company also added some overhead expenses to ramp up for the increased production in the new fiscal year.

The outlook for the next year is promising as OGSI will have completed the installation and testing of the new second and third production lines. The sales force has made numerous contacts with customers with needs that can utilize and exceed this additional capacity, which will require management to develop a forth and fifth line at the Monticello location to supply the additional demand. The margins on the fertilizer product are very strong and should get better as more product is produced and shipped from the facility. The closing of the nurseries will also reduce the amount of losses for the entire operation. ANI is in a market that is reliant upon the housing and credit markets to produce potential and current sales. Without the help of these markets it was clear that sales and profitability from the division were going to be very unpredictable. The Company will not have to raise additional capital for a division in a market segment that is declining in size and demand for the product. This should reduce the additional equity transactions needed as OGSI should be able to produce positive cash flows from operations to substantiate its expenses.

OGSI has been able to locate distributors in different areas of the southwestern United States to help distribute the product to these areas. Management believes that this will help to develop a marketplace for the organic fertilizer product without having to add to the overhead structure. This will enable the sales force to focus their efforts on new and larger customers.

Critical Accounting Policies

Management makes certain judgments and uses certain estimates and assumptions when applying accounting principles generally accepted in the United States in the preparation of our Consolidated Financial Statements. We evaluate our estimates and judgments on an ongoing basis and base our estimates on historical experience and on assumptions that we believe to be reasonable under the circumstances. Our experience and assumptions form the basis for our judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may vary from what we anticipate and different assumptions or estimates about the future could change our reported results. For further information, see Note 3, Summary of Significant Accounting Policies, to our Consolidated Financial Statements which outlines our application of significant accounting policies and new accounting standards.

Off-Balance Sheet Arrangements

There are not any off-balance sheet arrangements.