UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________________________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 ORor 15(d) of ~~The Securities Exchange Act of 1934~~the

~~Date~~Securities ~~of Report~~Exchange ~~(Date~~Act of ~~earliest event reported): January 14, 2011~~1934

~~Organic~~May ~~Sales and Marketing~~3, ~~Inc. (Exact name of registrant as specified in its charter)~~2011

Delaware	0-3338	33-1069593
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
114 Broadway, Raynham, MA		02767
(Address of principal executive offices)		(Zip Code)
Registrant's telephone number, including area code: 508-823-1117
(Former name or former address, if changed since last report.)

Date of Report (Date of earliest event reported)

~~Check~~Organic ~~the appropriate~~Sales ~~box~~and ~~below~~Marketing, ~~if the Form S-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:~~Inc.

o ~~Written communications~~(Exact ~~pursuant~~name toof ~~Rule~~registrant ~~425~~as ~~under~~specified ~~the~~in ~~Securities~~its ~~Act (17 CFR 230.425~~charter)

o Soliciting material pursuant to Rule 14a-1.2 under the Exchange Act (17 CFR 240.14a-12)

Delaware	0-3338	33-1069593
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification Number)

~~o Pre-commencement communications~~114 ~~pursuant~~Broadway, toRaynham, ~~Rule~~MA ~~14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))~~02767

o ~~Pre-commencement communications pursuant to Rule 13e-4~~(c)Address ~~under~~of ~~the~~principal ~~Exchange~~executive ~~Act (17 CFR 240.13e-4(c~~offices))

~~Item 1.01 Entry into a Material Definitive Agreement~~508-823-1117

~~On November 8th,~~ ~~2010,~~ (Registrant ~~and Land O~~'~~Lakes/Purina~~s ~~Feed~~telephone ~~LLC of Shoreview~~number, ~~Minnesota,~~including ~~signed~~area an agreement that designates Registrant as an Agent to sell organic fertilizer products for Land O'Lakes/Purina Feed LLC in the United States and Canada through July 31st, 2011 and automatically renew on an annual basis for one year periods. Registrant believes that this will significantly impact its sales for the upcoming fiscal year. Registrant will receive, place and bill most orders and Land O'Lakes/Purina Feed LLC will be responsible for their manufacture.code)

~~Item~~(Former ~~8.01~~name ~~Other~~or ~~Events~~former address, if changed since last report)

~~On December~~Check ~~29,~~the ~~2010~~appropriate ~~Registrant~~box ~~was~~below ~~informed~~if bythe ~~its~~Form ~~independent~~8-K ~~Auditor,~~filing ~~Chisholm, Bierwolf,~~is ~~Nilson~~intended ~~& Morrill, LLC that some of its existing partners would no longer be able~~ to ~~service~~simultaneously ~~SEC~~satisfy ~~reporting~~the ~~companies.~~filing ~~However,~~obligation ~~since the inspection~~ of the ~~Auditor's~~registrant ~~firm,~~under ~~and~~any ~~subsequent~~of ~~investigation, were due to audit deficiencies for audits performed in 2006, and prior to Douglas Morrill joining~~ the ~~Auditor's~~following ~~firm, Douglas Morrill is not subject to the sanctions imposed by the Public Company Accounting Oversight Board (PCAOB).~~provisions:

~~The auditor's~~o ~~registration~~Written ~~with~~communications pursuant to Rule 425 under the ~~PCAOB~~Securities ~~had~~Act ~~been~~(17 ~~revoked~~CFR ~~based~~230.425) ono aSoliciting ~~triannual inspection~~material ~~performed~~pursuant into ~~2007~~Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ~~The~~o ~~revocation~~Pre-commencement ~~was~~communications ~~due~~pursuant to ~~audit~~Rule ~~work~~14d-2(b) ~~performed~~under ~~on former~~the ~~reporting~~Exchange ~~companies~~Act ~~and~~(17 ~~did~~CFR ~~not~~240.14d-2(b)) ~~relate~~o Pre-commencement communications pursuant to Rule 13e-4(c) under the ~~Registrant~~Exchange Act (17 CFR 240.13e-4(c))

~~These deficiencies~~Item ~~are those of the Auditor and are totally unrelated to the Registrant~~4.01 Changes Asin ~~such and for the immediate future, Douglas Morrill will continue to service the SEC reporting company clients of the Auditor, including the~~ Registrant,'s ~~for~~Certifying ~~the September 30, 2010 financial statement audits.~~Accountant

~~While these~~On ~~issues~~December ~~are~~29, ~~totally~~2010 ~~unrelated~~Registrant was informed by its independent Auditor, Chisholm, Bierwolf, Nilson & Morrill, LLC that some of its existing partners would no longer be able to service SEC reporting companies. However, since the ~~Registrant~~inspection of the Auditor’s firm, ~~this~~and ~~sanction~~subsequent ininvestigation, ~~addition~~ were due to ~~weather~~audit ~~related~~deficiencies ~~issues~~for ~~contributed~~audits performed in 2006, and prior to ~~additional~~Douglas ~~delays~~Morrill injoining the ~~Registrant'~~Auditor’s ~~timely~~ ~~filing~~firm, ofDouglas ~~its~~Morrill ~~September~~is ~~30,~~not ~~2010~~subject ~~financial~~to ~~statement~~the ~~audits~~sanctions imposed by the Public Company Accounting Oversight Board (PCAOB). The Registrant retained the interim services of Douglas Morrill.

The ~~Registrant~~ ~~continues~~auditor's toregistration ~~rely~~with ~~heavily~~the onPCAOB ~~invested~~had ~~capital.~~been Onrevoked ~~February~~based 7,on ~~2011 the~~a ~~Registrant~~tri-annual ~~submitted~~inspection anperformed ~~application~~in ~~with~~2007. ~~the~~The ~~Rhode~~revocation ~~Island~~was ~~Economic Development~~due ~~Corporation~~to ~~Job~~audit ~~Creation~~work ~~Guarantee~~performed ~~Program,~~on ~~for~~former areporting ~~loan~~companies ofand ~~two million~~did ~~five~~not ~~hundred~~relate ~~thousand~~to ~~(2,500,000.00).~~the ~~The~~ Registrant~~'s application is currently under review~~.

These deficiencies are those of the Auditor and are totally unrelated to the Registrant. The Registrant will continue to require the services of a firm that is registered with the PCAOB. At this time the Registrant is not able to obtain an Exhibit 16 letter other than what is provided.

While these issues are totally unrelated to the Registrant, this sanction in addition to weather related issues contributed to additional delays in the Registrant’s timely filing of its September 30, 2010 financial statement audits.

The Registrant, as of May 3, 2011 has engaged the services of Stowe & Degon LLC, 95A Turnpike Road, Westborough, MA, to act as the Registrant’s independent auditor to perform the audit for fiscal year 9/30/2011.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Organic Sales and Marketing, Inc.
Date: February 8, 2011	By:	/s/ Samuel Jeffries
		Samuel Jeffries
		President

	Organic Sales and Marketing, Inc.

	By:	Samuel Jeffries
	Name:	Samuel Jeffries
	Title:	President

Date: May 3, 2011

Filing Compare · Organic Sales & Marketing Inc