SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB


[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
    EXCHANGE ACT OF 1934

    For the quarterly period ended March 31, 2001

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
    EXCHANGE ACT OF 1934

    For the transition period from ___________ to ___________.

                        Commission File Number: 000-22855


                        AMERICAN SOIL TECHNOLOGIES, INC.
        (Exact name of small business issuer as specified in its charter)


          Nevada                                                 86-0671974
(State or other jurisdiction of                                 (IRS Employer
incorporation or organization)                               Identification No.)


                  215 N. Marengo, Suite 110, Pasadena, CA 91101
                    (Address of principal executive offices)


                                 (619) 521-8547
                           (Issuer's telephone number)


                                       N/A
         (Former name, former address and former fiscal year, if changed
                               since last report)

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

As of May 14, 2001, the number of shares of Common Stock issued and  outstanding
was 8,813,358.

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


<PAGE>


                        AMERICAN SOIL TECHNOLOGIES, INC.

                                      INDEX

                                                                           Page
                                                                          Number

PART I - FINANCIAL INFORMATION

     Item 1. Financial Statements

          Balance Sheets - March 31, 2001 and 2000 .......................  3

          Statements of Operations - For the nine months ended
          March 31, 2001 and 2000 and for the three months ended
          March 31, 2001 and 2000 ........................................  4

          Statements of Stockholders' Equity - For the nine months
          ended March 31, 2001 and 2000 ..................................  5

          Statements of Cash Flow - For the nine months ended
          March 31, 2001 and 2000 and for the three months ended
          March 31, 2001 and 2000 ........................................  6

          Notes to Financial Statements ..................................  7

     Item 2. Management's Discussion and Analysis of Financial
             Conditions and Results of Operations ........................ 12

PART II - OTHER INFORMATION

     Item 1. Legal Proceedings ........................................... 15
     Item 2. Changes in Securities ....................................... 15
     Item 3. Defaults Upon Senior Securities ............................. 15
     Item 4. Submission of Matters to a Vote of Security Holders ......... 15
     Item 5. Other Information ........................................... 15
     Item 6. Exhibits and Reports on Form 8-K ............................ 15

SIGNATURES ............................................................... 16

                                       2
<PAGE>
                         PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

                        American Soil Technologies, Inc.
                                 Balance Sheets
                                   (unaudited)

<TABLE>
<CAPTION>
                                                                             March 31,
                                                                 --------------------------------
                                                                    2001                  2000
                                                                 -----------          -----------
<S>                                                              <C>                  <C>
                                     ASSETS
CURRENT  ASSETS
  Cash and cash equivalents                                      $   188,597          $   438,628
  Accounts and notes receivable                                      117,350              419,543
  Deposits and prepaid expenses                                      143,238              140,379
  Inventory                                                          206,689              160,676
                                                                 -----------          -----------
        TOTAL CURRENT ASSETS                                         655,874            1,159,226

Property, plant and equipment, net of
    accumulated depreciation                                         621,796              734,499
Patents, net of amortization                                         629,094              750,069
Deferred income tax asset                                          2,650,000            2,020,900
Other assets                                                           3,193               33,242
                                                                 -----------          -----------
        TOTAL  ASSETS                                            $ 4,559,957          $ 4,697,936
                                                                 ===========          ===========

                      LIABILITIES and STOCKHOLDERS' EQUITY

CURRENT  LIABILITIES
  Accounts  payable                                              $   269,435          $    88,556
  Accrued expenses                                                    10,980               18,381
  Deferred income                                                         --               15,855
  Notes payable, including amounts due in less than one year         421,995              136,918
                                                                 -----------          -----------
        TOTAL CURRENT PAYABLE                                        702,411              259,710

Reserve for remediation                                               50,000               50,000
Long term notes payable, less current portion                             --                   --
Debentures payable                                                 1,075,000              825,000
                                                                 -----------          -----------
        TOTAL  LIABILITIES                                         1,827,411            1,134,710

STOCKHOLDERS' EQUITY
  Common stock                                                         8,813                8,723
  Additional paid-in capital                                       6,818,487            6,678,276
  Retained earnings (deficit)                                     (4,094,753)          (3,123,773)
                                                                 -----------          -----------
     TOTAL  STOCKHOLDERS' EQUITY                                   2,732,547            3,563,226
                                                                 -----------          -----------
     TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                  $ 4,559,957          $ 4,697,936
                                                                 ===========          ===========
</TABLE>

See accompanying notes to these financial statements.

                                       3
<PAGE>
                        American Soil Technologies, Inc.
                            Statements of Operations
                                   (unaudited)

<TABLE>
<CAPTION>
                                                  For the nine months ended          For the three months ended
                                                          March 31,                           March 31,
                                                -----------------------------       -----------------------------
                                                   2001               2000              2001              2000
                                                -----------       -----------       -----------       -----------
<S>                                             <C>               <C>               <C>               <C>
REVENUE:
  Soil and water treatment                      $ 1,201,555       $ 1,358,869       $   501,831       $   255,221
  Hauling and miscellaneous sales                   152,842            92,035           111,431            55,605
  Other revenue                                          80                38
                                                -----------       -----------       -----------       -----------
        GROSS REVENUE                             1,354,477         1,450,904           613,300           310,826

COST OF OPERATIONS:
  Materials and supplies                            495,255           394,058           120,101             6,345
  Labor and payroll costs                           267,198           256,122            90,008            51,939

  Facility costs                                    124,173           118,504             45580            19,642
  Equipment and maintenance                         334,405           199,955           147,969            93,076
  Miscellaneous operating costs                      13,096             3,380             2,100             3,070
                                                -----------       -----------       -----------       -----------
        TOTAL COST OF OPERATIONS                  1,234,127           972,019           405,758           174,072
                                                -----------       -----------       -----------       -----------

GROSS INCOME                                        120,350           478,885           207,542           136,754

Sales and marketing costs                           497,275           200,335           192,997            40,701
Depreciation and amortization                       113,636            87,639            45,099            19,102
General and administrative costs                    530,930           412,329           150,616           162,784
Interest expense                                     85,392             9,283            29,762             8,579
Research and development                              9,211                --             3,959                --
                                                -----------       -----------       -----------       -----------
        SALES AND ADMINISTRATIVE COSTS            1,236,444           709,586           422,433           231,166
                                                -----------       -----------       -----------       -----------

                                                 (1,116,094)         (230,701)         (214,891)          (94,412)

Interest income                                       4,230                --             2,255                --
                                                -----------       -----------       -----------       -----------

Net loss before provision for income taxes       (1,111,864)         (230,701)         (212,636)          (94,412)

Income tax credit                                   443,000            89,700            85,000            36,700
                                                -----------       -----------       -----------       -----------

NET (LOSS)                                      $  (668,864)      $  (141,001)      $  (127,636)      $   (57,712)
                                                ===========       ===========       ===========       ===========

Basic loss per common share (Note8)             $      (.08)      $      (.03)      $      (.02)      $      (.01)
                                                ===========       ===========       ===========       ===========
Weighted average shares outstanding               8,747,463         6,571,462         8,782,865         8,722,931
                                                ===========       ===========       ===========       ===========
</TABLE>

See accompanying notes to these financial statements.

                                       4
<PAGE>
                        American Soil Technologies, Inc.
                        Statement of Stockholders' Equity
                                   (unaudited)


<TABLE>
<CAPTION>
                                              Common Stock          Additional
                                         ----------------------      Paid-in       Accumulated
                                          Shares         Amount      Capital         Deficit         Total
                                          ------         ------      -------         -------         -----
<S>                                   <C>           <C>          <C>            <C>             <C>
Balance at June 30, 1999                 5,507,420     $   5,507    $5,936,739     $(2,982,772)    $2,959,474

Merger on December 31, 1999              3,215,511         3,216       741,537                        744,753

Net loss for the nine months ended
  March 31,2000                                                                       (141,001)      (141,001)
                                        ----------     ---------    ----------     -----------     ----------

Balance at March 31, 2000                8,722,931     $   8,723    $6,678,276     $(3,123,773)    $3,563,226
                                        ==========     =========    ==========     ===========     ==========

Balance At  June 30, 2000                8,730,431     $   8,730    $6,568,570     $(3,425,889)    $3,151,411

Debenture conversion                        83,333            83       249,917                        250,000

Net loss for the nine months ended
 March 31, 2001                                                                       (668,864)      (668,864)
                                        ----------     ---------    ----------     -----------     ----------

Balance at  March 31, 2001               8,730,431     $   8,813    $6,818,487     $(4,094,753)    $2,732,547
                                        ==========     =========    ==========     ===========     ==========
</TABLE>

See accompanying notes to these financial statements.

                                       5
<PAGE>
                        American Soil Technologies, Inc.
                             Statement of Cash Flow
                                   (unaudited)

<TABLE>
<CAPTION>
                                                           For the nine months ended    For the three months ended
                                                                   March 31,                     March 31,
                                                            -----------------------      -----------------------
                                                               2001          2000           2001          2000
                                                            ---------     ---------      ---------     ---------
<S>                                                         <C>           <C>            <C>           <C>
CASH FLOW FROM OPERATING ACTIVITIES:
NET LOSS                                                    $(668,864)    $(141,001)     $(127,637)    $ (57,712)
Items not requiring cash
  Deferred compensation                                            --
  Amortization and depreciation                               113,636        87,639         37,879        19,102
  Allowance for doubtful accounts                              18,116
  Benefit on income tax credit                               (443,000)      (89,700)       (85,000)      (36,700)
                                                            ---------     ---------      ---------     ---------
Cash flow provided/(used) by operations                      (998,229)     (124,946)      (174,758)      (75,310)

ADJUSTMENTS TO RECONCILE NET LOSS TO NET CASH
 USED BY OPERATING ACTIVITIES

CHANGES IN ASSETS AND LIABILITIES:
  (Increase)/Decrease in accounts receivable                  403,730       450,522         18,503      (117,809)
  (Increase)/Decrease  in deposits and prepaid expenses        (2,860)        3,477           (800)      (39,053)
  (Increase)/Decrease in inventory                             95,623       (70,683)       (55,377)      (18,298)
  (Increase)/Decrease in other assets                          28,810        10,222             --        10,222
  (Decrease)/increase in accounts payable                     (95,875)      (68,455)        85,889      (190,710)
  (Decrease)/increase in accrued expenses                       1,141       (88,213)         1,141         8,542
  (Decrease)/increase in deferred compensation                (29,577)      (30,840)
  (Decrease)/Increase in deferred income                      (37,280)     (405,202)      (300,785)       14,062
                                                            ---------     ---------      ---------     ---------
Total Adjustments                                             363,713      (168,332)      (282,269)     (333,044)
                                                            ---------     ---------      ---------     ---------

Net cash flow provided/(used) by operating activities        (634,516)     (293,278)      (457,027)     (408,354)

CASH FLOW USED BY INVESTING ACTIVITIES:
  Addition of property, plant & equipment                      (7,687)      (50,297)          (191)      (22,372)
                                                            ---------     ---------      ---------     ---------
Total cash flow used by investing activities                   (7,687)      (50,297)          (191)      (22,372)
                                                            ---------     ---------      ---------     ---------
CASH FLOW FROM FINANCING ACTIVITIES:
  Repayment of stockholder advances                           (40,547)     (146,890)       (42,461)
  Short-term borrowings                                       421,995       421,995
  Issuance of debentures                                      325,000       825,000         25,000       825,000
  Advances from stockholders                                       --
                                                            ---------     ---------      ---------     ---------
Total cash flow from financing activities                     706,448       678,110        404,534       825,000
                                                            ---------     ---------      ---------     ---------

Net increase/(decrease) in cash                                64,245       334,535        (52,684)      394,274
Cash at beginning of period                                   124,352       104,093        241,281        44,354
                                                            ---------     ---------      ---------     ---------
Cash at end of period                                       $ 188,597     $ 438,628      $ 188,597     $ 438,628
                                                            =========     =========      =========     =========
</TABLE>

See accompanying notes to these financial statements

                                       6
<PAGE>
                        AMERICAN SOIL TECHNOLOGIES, INC.
                          Notes to Financial Statements
                                   (unaudited)


NOTE 1 - THE COMPANY

     American Soil Technologies,  Inc.,  formerly Soil Wash Technologies,  Inc.,
     (the  "Company")  was  incorporated  in  California  on September 22, 1993.
     Effective  December 31, 1999 the Company completed the reverse  acquisition
     and acquisition and changed its name from Soil Wash  Technologies,  Inc. to
     American  Soil  Technologies,  Inc.  and  changed  its state of domicile to
     Nevada.   Until  January  1,  2000  the  Company   operated  as  Soil  Wash
     Technologies, Inc.

NOTE 2- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     The summary of  significant  accounting  policies is presented to assist in
     understanding the Company's financial statements.  The financial statements
     and notes are  representations of the Company's  management.  Management is
     responsible  for their  integrity.  These  accounting  policies  conform to
     generally accepted accounting principles and have been consistently applied
     in the preparation of the financial statements.

     LINE OF BUSINESS

     The  Company  is  primarily   engaged  in  non-hazardous   soil  and  water
     remediation  for  commercial  business and,  additionally  as of January 1,
     2000,  began the  production and sale of soil  enhancement  products of the
     agricultural  community.  To date,  the revenue  from the soil  enhancement
     products has not been significant.

     REVENUE RECOGNITION

     For  remediation  products, revenue is  recognized  upon  completion of the
     processing  cycle and freight  upon  shipment by the  independent  trucking
     company or upon completion of the services and is fully earned.  Revenue is
     recognized from the soil enhancement products upon sale and shipment, or if
     the  sale  includes  installation,  upon  completion  of  the  installation
     process.

     ACCOUNTS RECEIVABLE

     The Company provides  allowances  against  accounts  receivable to maintain
     sufficient reserves to cover anticipated losses.

     INVENTORY

     Inventory  is  stated  at the  lower  of cost or  market,  generally  being
     determined on a first-in,  first-out basis. Inventory consists of materials
     consumed in the soil and water remediation  process,  and finished products
     and raw materials for sale by the agricultural division

                                       7
<PAGE>
                        AMERICAN SOIL TECHNOLOGIES, INC.
                          Notes to Financial Statements
                                   (unaudited)


NOTE 2- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

     PROPERTY, PLANT AND EQUIPMENT

     Depreciation  has been  provided  on the same  basis for tax and  financial
     accounting  purposes  using the  straight-line,  accelerated  and declining
     balance methods. The estimated useful lives of the assets are as follows:


     Production equipment                                7-10 years
     Office equipment, furniture and fixtures            5-10 years
     Vehicles                                            3 years
     Leasehold improvements                              3-10 years

     PATENTS

     Patents acquired in the purchase transaction are being amortized over their
     estimated useful lives of seventeen years on a straight-line basis.

     INCOME TAXES

     The Company  provides  for income  taxes in  accordance  with  Statement of
     Financial Accounting  Standards No. 109 (SFAS 109),  "Accounting for Income
     Taxes." SFAS 109 requires the  recognition of deferred tax  liabilities and
     assets for the expected future tax  consequences  of temporary  differences
     between  the  financial  statement  carrying  amounts  and the tax basis of
     assets and liabilities.

NOTE 3 - PROPERTY, PLANT AND EQUIPMENT AND PATENTS

     Depreciation and amortization of property,  plant and equipment and patents
     for the nine months  ended March 31, 2001 and 2000 is $83,670 and  $87,639,
     respectively.

     Property plant and equipment consist of the following:


                                                       March 31,      March 31,
                                                         2001           2000
                                                      ----------     ----------
     Production equipment                             $  922,746     $  854,747
     Office equipment, furniture and fixtures             70,473         53,045
     Vehicles                                             95,872         46,332
     Leasehold improvements                              528,793        520,003
                                                      ----------     ----------
                                                       1,617,884      1,474,127
     Less accumulated depreciation and amortization     (996,088)      (727,834)
                                                      ----------     ----------

                                                      $  621,796     $  746,293
                                                      ==========     ==========

     Amortization  of  capitalized  patent costs for the nine months ended March
     31, 2001 was $29,966.

                                       8
<PAGE>
                        AMERICAN SOIL TECHNOLOGIES, INC.
                          Notes to Financial Statements
                                   (unaudited)


NOTE 4 - CONVERTIBLE DEBENTURES

     In March 2000,  the Company  authorized  the  issuance of an aggregate of $
     1,325,000 of convertible  debentures with interest payable  quarterly at 10
     percent per annum.  The  convertible  debentures are  convertible to common
     stock  of the  Company  at a rate  of one  share  for  each  three  dollars
     converted. The debentures mature in the first calendar quarter of 2002. All
     of  the  debentures  are  subscribed  and  paid.  At  March  31,  2001  the
     outstanding  balance of the debt is  $1,075,000  after the  election by one
     holder in February 2001 to convert  $250,000 face amount of the convertible
     debentures to 83,333 shares of common stock. If the remaining holders elect
     to convert  the debt the  Company  would  issue  358,333  shares.  Interest
     expense for the nine months ended March 31, 2001 was $85,392.

NOTE 5 - COMMITMENT AND CONTINGENCIES

     The Company has contractual  obligations for ongoing  remediation  work for
     businesses in its geographical area.

     The Company has various  operating lease  obligations which require monthly
     payments.  The  Company  has month to month  leases for its plant sites and
     equipment.  During the quarters ended March 31, 2001 and 2000 the aggregate
     lease payments were $235,164 and $191,000, respectively.

     In  conjunction  with the lease of the land  associated  with the operating
     facilities,  the Company is  obligated  to  remediate  the  property to its
     original  condition.  The  Company  has  provided a reserve to restore  the
     property.  At March 31, 2001 and 2000, the Company has reserved $50,000 and
     $50,000,  respectively,  to defray the final cost of lease termination. The
     lease is month to month and can be  terminated  by either party with notice
     to the other.

NOTE 6 - INCOME TAXES

     At December 31, 2000 and 1999, the Company has approximately $5,836,000 and
     $4,729,000  of net operating  losses  available to offset future income tax
     liability.  The reserve for  remediation is not deductible for tax purposes
     until paid and  therefore  the Company  will have a deduction of the amount
     actually paid in the future. There is no certainty as to the timing of such
     recognition  nor that the  Company  will be able to  fully  utilized  these
     differences.

     The components of deferred tax assets and liabilities are as follows:

                                                        March 31,      March 31,
                                                          2001           2000
                                                       ----------     ----------
     Tax effects of reserves for doubtful accounts,
      deferred compensation and remediation            $   60,000     $   19,500

     Tax effects of carryforward benefits:
       Net operating loss carryforwards                 2,590,000      2,001,400
                                                       ----------     ----------
     Tax effects of carryforwards
       Tax effects of future taxable differences
        and carryforwards                               2,650,000      2,020,900
                                                       ----------     ----------
     Net deferred tax asset                            $2,650,000     $2,020,900
                                                       ==========     ==========

                                       9
<PAGE>
                        AMERICAN SOIL TECHNOLOGIES, INC.
                          Notes to Financial Statements
                                   (unaudited)


NOTE 6 - INCOME TAXES (CONTINUED)

     Realization  of the net  deferred  tax assets is  dependent  on  generating
     sufficient taxable income prior to their expiration.  Tax effects are based
     on an 8.8% state and 34.0% federal income tax rates for a net combined rate
     of 39.8%.  The realized net operating losses expire over the next 20 years,
     as follows:

     Expiration                                     Amount
     ----------                                   ----------
        2008                                      $  130,000
        2009                                       1,074,000
        2010                                       1,058,000
        2011                                       1,016,000
        2012                                         915,000
        2018                                         510,000
        2019                                         156,000
        2020                                         558,000
        2021                                       1,112,000
                                                  ----------
               Total                              $6,529,000
                                                  ==========

     Management  believes  that it is more likely than not that the Company will
     realize  the  benefits of the  deferred  tax  credits  before each  expires
     through 2021,  therefore,  no valuation  reserve has been provided for this
     against the asset.

NOTE 7 - COMMON STOCK

     At March 31, 2001, the Company has 8,730,431  shares of common stock issued
     and outstanding after the issuance of 3,215,511 shares on December 31, 1999
     for the acquisitions  described herein,  5,507,420 shares  outstanding as a
     result of the stock split at December  31, 1999 and  exercise by the holder
     of 7,500  shares  in May,  2000 and the  conversion  to  83,333  shares  of
     $250,000 of  convertible  debentures.  The Company  has  25,000,000  shares
     authorized. The outstanding shares were increased by a stock split of 45.90
     for 1 to the original  stockholders  of the Company and the Company changed
     the par value per share to $0.001.  In accordance with SFAS 128, this split
     has been retroactively recorded.  Additionally, the capitalization of notes
     and advances payable to shareholders has retroactively  been capitalized in
     the amount of $5,451,129 as part of that same transaction.

NOTE 8 - LOSS PER COMMON SHARE

     Loss per share of  common  stock has been  computed  based on the  weighted
     average  number of shares  outstanding.  As of March 31, 2001 and 2000, the
     weighted  average number of shares  outstanding  after giving effect to the
     stock  split was  8,730,431  and  5,507,420,  respectively.  There  were no
     dilutive items outstanding, therefore, basic and diluted loss per share are
     the same.

                                       10
<PAGE>
                        AMERICAN SOIL TECHNOLOGIES, INC.
                          Notes to Financial Statements
                                   (unaudited)


NOTE 9 - REORGANIZATION AND ACQUISITION

     On November 24, 1999,  the Company  entered into an exchange  agreement for
     the  reverse  acquisition  of  New  Directions  Manufacturing,  Inc.  ("New
     Directions") wherein New Directions would acquire the assets of the Company
     and change its name to  American  Soil  Technologies,  Inc.  This  exchange
     agreement  was  effective as of the close of business on December 31, 1999.
     Under the agreement,  New Directions would sell to one of its directors the
     operating  subsidiary in exchange for the  cancellation  of options and the
     shareholders  of New Directions  would receive one share of the Company for
     each fifteen shares of New Directions.  The existing officers and directors
     of New  Directions  resigned and officers  and  directors  nominated by the
     Company were appointed.

     In  addition,  effective  as of the close of business on December 31, 1999,
     the  Company  acquired  in  exchange  for  2,360,323  shares  of stock  the
     operating assets of the Polymers Plus,  L.L.C.  ("Polymers")  including its
     licenses, patents and contracts.

     The purchase  method of accounting  was performed on New Directions and the
     assets and  liabilities  of Polymers  based on the fair market value at the
     transaction  date. The valuation of New Directions and Polymers,  including
     transaction  costs  estimated  at $100,000 was  $627,553.  A summary of the
     assets and liabilities acquired, at December 31, 1999 were as follows:

     Assets:
        Inventory                                                $  25,380
        Deposits and prepaid expenses                                3,973
        Property, plant and equipment                               66,870
        Patents, licenses and rights                               676,435
        Other assets                                                 5,925
                                                                 ---------
               Total Assets                                        778,583
     Liabilities:
        Current liabilities                                       (110,483)
     Long-term liabilities                                         (40,547)
                                                                 ---------
     Fair value of acquisitions                                  $ 627,553
                                                                 =========

     In conjunction with these acquisitions,  the Company issued an aggregate of
     3,215,511  shares of its common stock to shareholders of New Directions and
     to Polymers and to consultants and promoters.

NOTE 10 - SUBSEQUENT EVENTS: SUSPENDED OPERATIONS OF SOIL WASH DIVISION

     In April 2001 the Company was informed  that the landlord for its Soil Wash
     site was not  renewing  its  lease  and  that the  Company  was  forced  to
     remediate  and vacate the  property.  In  conjunction  with this notice the
     Company  sold its client  list and  remaining  book of  business to another
     company.  The  contingent  sales  price was $1  million,  subject to volume
     adjustments by the buyer.  The Company retained the equipment and machinery
     and has not decided on the future redeployment of the assets. The provision
     for remediation will be adequate to fully remediate the property.

                                       11
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
        RESULTS OF OPERATIONS

The following  discussion and analysis  should be read in  conjunction  with the
Company's financial statements, including the notes thereto, appearing elsewhere
in this Report.

FORWARD-LOOKING STATEMENTS

THIS  QUARTERLY  REPORT ON FORM 10-QSB  CONTAINS  STATEMENTS  RELATING TO FUTURE
RESULTS OF THE COMPANY (INCLUDING CERTAIN  PROJECTIONS AND BUSINESS TRENDS) THAT
ARE "FORWARD-LOOKING STATEMENTS" AS DEFINED IN THE PRIVATE SECURITIES LITIGATION
REFORM ACT OF 1995. ACTUAL RESULTS MAY DIFFER MATERIALLY FROM THOSE PROJECTED AS
A RESULT OF  CERTAIN  RISKS AND  UNCERTAINTIES,  INCLUDING  BUT NOT  LIMITED  TO
CHANGES IN POLITICAL AND ECONOMIC  CONDITIONS,  DEMAND FOR AND MARKET ACCEPTANCE
OF NEW AND EXISTING PRODUCTS, AS WELL AS OTHER RISKS AND UNCERTAINTIES  DETAILED
FROM TIME TO TIME IN THE FILINGS OF THE COMPANY WITH THE SECURITIES AND EXCHANGE
COMMISSION.

OVERVIEW

American Soil Technologies,  Inc. began business as Soil Wash Technologies, Inc.
in September 1993 to develop and provide  nonhazardous soil remediation services
to businesses and developers in southern  California.  On December 31, 1999, the
Company  acquired the patents and operating rights to certain polymer based soil
enhancements designed to increase production and reduce costs to the agriculture
industry.  Prior to this  acquisition,  there was no  infrastructure  for sales,
marketing and distribution of the polymer product.  During the nine months ended
March 31, 2001, the Company devoted substantial  resources,  including executive
time and money, to the development of strategic  relationships and contracts for
the marketing and  distribution  of its polymer  products  both  nationally  and
world-wide.

RESULTS OF OPERATIONS

The following table sets forth, for the periods  indicated,  selected  financial
information for the Company:

                                        Nine Months Ended      Nine Months Ended
                                          March 31, 2001         March 31, 2000
                                           (unaudited)             (unaudited)
                                           -----------             -----------
     Statement of Operations Data:
     Revenue                               $ 1,358,477             $ 1,450,904
     (Net Loss)                               (668,864)               (141,001)
     (Net Loss) Per Share                  $      (.08)            $      (.03)
     Balance Sheet Data:
     Current Assets                        $   655,874             $ 1,159,226
     Total Property & Equipment, Net           621,796                 734,499
     Patents, Net                              629,094                 750,069
     Deferred Tax Asset                      2,650,000               2,020,900
     Total Assets                            4,559,957               4,697,936
     Total Current Liabilities                 702,441                 259,710
     Accumulated Deficit                    (4,094,753)             (3,123,773)
     Stockholders' Equity                   (2,732,547)             (3,563,226)

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<PAGE>
NINE MONTHS ENDED MARCH 31, 2001 (UNAUDITED) COMPARED TO NINE MONTHS ENDED
MARCH 31, 2000 (UNAUDITED)

REVENUES

Revenues  for the nine months ended March 31, 2001 were  $1,358,447  compared to
$1,450,904 for the same period in 2000.  Revenue from the Soil Wash Division for
the nine months ended March 31, 2001 was  $1,227,530  compared to $1,387,555 for
the same period in 2000. Revenue from the Agriblend Division for the nine months
ended  March  31,  2001  was  $129,919  compared  to its  revenue  prior  to the
acquisition by the Company during the same period in 2000 of $62,804.

COST OF SALES

Cost of goods sold for the Soil Wash  Division  increased  from $955,329 for the
nine months ended March 31, 2000 to  $1,214,247  for the nine months ended March
31, 2001,  while  representing  an increase as a percentage of sales from 66% to
89%. Cost of goods sold for the Agriblend  Division  increased  from $16,690 for
the nine months  ended March 31, 2000 to $20,009 for the nine months ended March
31, 2001,  while  representing  a decrease as a percentage  of sales from 27% to
15%.

INVENTORY

The Company  believes that  adequate  supplies of raw materials are available to
meet its current and anticipated requirements without disruption of its delivery
chain. The Company intends to add additional storage and distribution facilities
to the  Agriblend  Division as  necessary  to  accommodate  increases  in sales,
provide for timely delivery and maintain an efficient supply process.

OPERATING EXPENSES

Operating  expenses  increased 68% over the same period in 2000. These increases
are due to the  Company's  efforts in putting  in place  sales  representatives,
employees and agents for the Agriblend  Division to expand its sales base, legal
fees related to expanding  its patent  rights,  and increased  costs,  including
employees,  of  operating  a  multi-site,   multi-disciplined   business.  These
increases  began in the second quarter as the Company  explored the  acquisition
related to the Agriblend  business,  and  increased  during the third and fourth
quarters as the Company was  establishing  its base sales network.  On an annual
basis,  the Company  expects that these costs will increase based on a full year
of operations of the Agriblend  Division but the relationship as a percentage of
sales should decline as the expected sales volume increases annually.  Likewise,
on an annual basis the  administrative  costs are expected to increase as a full
year of operations are  experienced  for the two divisions and costs  associated
with public companies are incurred.  Interest expense is expected to increase in
the next year as a result  of the  interest  on the  convertible  debentures  is
incurred for a full year rather than  approximately  one quarter and the balance
of the debentures are funded and interest is paid on the increased balance.

INCOME TAXES

The  Company  has  recognized  an income tax  benefit of its  current  and prior
operating  losses  based  on the  Company's  expectation  that it  will  realize
sufficient income in the future,  the next twenty years, to utilize the benefits
of the net operating  loss  carryforward  and therefore  reduced cash outlay for
taxes in future periods.

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<PAGE>
NET LOSS

The Company  experienced  a net loss of $668,864 for the nine months ended March
31, 2001 as compared to a net loss of $141,001  for the nine months  ended March
31, 2000.

SEASONALITY

The Soil Wash Division does not experience seasonal fluctuation.  The efforts of
the Agriblend  Division in the United States have focused on the southern states
and therefore  generally  experience year round growing cycles, with the sale of
the Agriblend product preceding the growing cycle of various crops.

International   sales  have  not  been  sufficient   enough  or  the  geographic
distribution  of sales  concentrated  enough to  determine  if a seasonal  trend
exists although the initial indication is that the Company's markets will become
diverse and  therefore  not indicate  significant  seasonal  variations.  As the
Company expands into the residential and commercial  markets  nationally,  it is
expected that the Company will experience some seasonal declines in sales during
the fall and winter quarters in less temperate climates.

LIQUIDITY AND CAPITAL RESOURCES

Cash and cash  equivalents  totaled  $188,597 and $438,638 at March 31, 2001 and
2000, respectively. Net cash used by operations was $634,516 for the nine months
ended March 31, 2001 compared to net cash provided by operations of $293,278 for
the comparable  period in 2000. To date, the Company has financed its operations
principally  through  the sales  activities  of the Soil Wash  Division  and the
placement of Convertible  Debentures.  The Company believes that it has and will
have sufficient cash flow to continue its operations  through June 30, 2001. The
Company will consider both the public and private sale of securities and or debt
instruments  for expansion of its operations if such expansion would benefit the
overall  growth and income  objectives  of the Company.  Should sales growth not
materialize,  the  Company  may look to these  public  and  private  sources  of
financing.  There can be no  assurance,  however,  that the  Company  can obtain
sufficient  capital on  acceptable  terms,  if at all.  Under  such  conditions,
failure to obtain such  capital  likely  would affect  adversely  the  Company's
ability to continue as a going concern,  or at a minimum  negatively  impact the
Company's ability to timely meet its business objectives.

The Company's  working  capital and other capital  requirements  during the next
fiscal year and thereafter will vary based on a number of factors, including: 1)
the sales revenue generated by the Agriblend Division; 2) the level of sales and
marketing activities related to domestic sales from the Agriblend Division;  and
3) the level of distributor  support  related to  development  of  international
sales associated with the Agriblend Division.

There can be no assurance that additional public or private financing, including
debt or equity  financing,  will be available as needed,  or, if  available,  on
terms favorable to the Company.  Any additional equity financing may be dilutive
to  shareholders  and  such  additional   equity  securities  may  have  rights,
preferences  or privileges  that are senior to those of the  Company's  existing
common stock. Furthermore, debt financing, if available, will require payment of
interest and may involve restrictive  covenants that could impose limitations on
the  operating  flexibility  of the  Company.  The  failure  of the  Company  to
successfully  obtain  additional  future  funding may  jeopardize  the Company's
ability to continue its business and operations.

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<PAGE>
                           PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

Incorporated by reference from the Company's Quarterly Report on Form 10-QSB for
the quarterly  period ended  September 30, 2001,  filed with the SEC on November
14, 2001, file number 000-22855.

To the best  knowledge  of  management,  there  are no other  legal  proceedings
pending or threatened against the Company.

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

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

None.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

The following documents are filed as part of this report:

(a)  The following Exhibits are filed herein: None.

(b)  Reports on Form 8-K filed: None.

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<PAGE>
                                   SIGNATURES

In  accordance  with the Exchange Act, the  registrant  caused this report to be
signed on its behalf by the undersigned, duly authorized.

DATED: May 15, 2001                     AMERICAN SOIL TECHNOLOGIES, INC.
      -------------


                                        /s/ Neil C. Kitchen
                                        ---------------------------------------
                                        By:  Neil C. Kitchen
                                        Its: President, Chief Executive Officer


                                        /s/ Sean Lee
                                        ---------------------------------------
                                        By:  Sean Lee
                                        Its: Chief Financial Officer

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