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 December 31, 2002

[ ] 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                                         95-4780218
(State or other jurisdiction of                (IRS Employer Identification No.)
incorporation or organization)


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

                                 (626) 793-2435
                          (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 February 17, 2003, the number of shares of Common Stock issued and
outstanding was 9,258,782.

Transitional Small Business Disclosure Format (check one):  Yes [ ] No [X]
<PAGE>
                                      INDEX

                                                                     Page Number
                                                                     -----------

PART I - FINANCIAL INFORMATION                                            2

Item 1.  Financial Statements (Unaudited)                                 2

         Balance Sheet -December 31, 2002                                 2

         Statements of Operations - For the six months and three
         months ended December 31, 2002 and 2001                          3

         Statements of Stockholders' Equity - For the six months
         ended December 31, 2002 and 2001                                 4

         Statements of Cash Flow - For the six months and three
         Months ended December 31, 2002 and 2001                          5

         Notes to Financial Statements                                    6

Item 2.  Management's Discussion and Analysis of Financial
         Conditions and Results of Operations                            12
Item 3.  Internal Controls                                               16

                           PART II - OTHER INFORMATION

Item 1.  Legal Proceedings                                               16
Item 2.  Changes in Securities                                           16
Item 3.  Defaults Upon Senior Securities                                 16
Item 4.  Submission of Matters to a Vote of Security Holders             16
Item 5.  Other Information                                               17
Item 6.  Exhibits and Reports on Form 8-K                                17

SIGNATURES                                                               18

                                       1
<PAGE>
                         PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

                        American Soil Technologies, Inc.
                                 Balance Sheets
                                   (unaudited)
                                                                    December 31,
                                                                       2002
                                                                    -----------
ASSETS
CURRENT  ASSETS
  Cash and cash equivalents                                         $    19,308
  Accounts and notes receivable                                          39,849
  Receivables from affiliates and employees                              71,556
  Deposits and prepaid expenses                                         130,627
  Inventory                                                              80,086
                                                                    -----------
       TOTAL CURRENT ASSETS                                             341,426

Property, plant and equipment, net of
 accumulated depreciation                                                27,380
Patents, net of amortization                                            559,355
Deferred income tax asset                                             2,306,000
Other assets                                                              6,010
                                                                    -----------
        TOTAL  ASSETS                                               $ 3,240,171
                                                                    ===========

LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT  LIABILITIES
  Accounts  payable                                                 $    96,798
  Accrued expenses                                                        6,953
  Debentures payable                                                    825,000
                                                                    -----------
       TOTAL CURRENT LIABILITIES                                        928,751
                                                                    -----------

Notes payable affiliate                                               2,073,349
                                                                    -----------
       TOTAL  LIABILITIES                                             3,002,100
                                                                    -----------

STOCKHOLDERS' EQUITY
  Common Stock                                                            9,259
  Additional paid-In capital                                          7,125,859
  Retained earnings (deficit)                                        (6,897,047)
                                                                    -----------
     TOTAL  STOCKHOLDERS' EQUITY                                        238,071
                                                                    -----------
     TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                     $ 3,240,171
                                                                    ===========

             See accompanying notes to these financial statements.

                                       2
<PAGE>
                        American Soil Technologies, Inc.
                            Statements of Operations
                                   (unaudited)

<TABLE>
<CAPTION>
                                             For the six months ended         For the three months ended
                                                   December 31,                       December 31,
                                           -----------------------------     -----------------------------
                                              2002              2001            2002               2001
                                           -----------       -----------     -----------       -----------
<S>                                        <C>               <C>             <C>               <C>
Revenue                                    $    59,280       $     3,261     $    28,499       $       266

Cost of sales                                   28,817            31,477          15,577             6,399
                                           -----------       -----------     -----------       -----------

GROSS PROFIT (LOSS)                             30,463           (28,216)         12,922            (6,133)

Sales & marketing costs                         38,008             7,634          28,631             6,003
Depreciation and amortization                   22,396            23,992          11,198            11,996
General & administrative costs                 508,128           363,083         225,531           206,554
Interest expense                                76,400            78,939          38,987            43,897
Research and development                        67,247            18,043          33,534             8,574
                                           -----------       -----------     -----------       -----------
     SALES AND ADMINISTRATIVE COSTS            712,179           491,691         337,881           277,024

Operating loss                                (681,716)         (519,907)       (324,959)         (283,157)

Interest income                                    174                --              35                --

Gain on disposition of assets                      737                --              --                --
                                           -----------       -----------     -----------       -----------

Loss before income tax provision              (680,805)         (519,907)       (324,924)         (283,157)

Income tax credit                                   --                --              --                --
                                           -----------       -----------     -----------       -----------

Loss from continuing operations               (680,805)         (519,907)       (324,924)         (283,157)

Discontinued operations:
  Loss from discontinued operations                 --          (196,941)             --           (77,591)
  Gain (loss) on disposal of assets, net        63,743                --          27,553                --
                                           -----------       -----------     -----------       -----------

NET (LOSS)                                 $  (617,062)      $  (716,848)    $  (297,371)      $  (360,748)
                                           ===========       ===========     ===========       ===========

Basic loss per share:
  Loss from continuing operations          $     (0.07)      $     (0.06)    $     (0.03)      $     (0.03)
                                           ===========       ===========     ===========       ===========
  Net loss                                 $     (0.06)      $     (0.08)    $     (0.03)      $     (0.04)
                                           ===========       ===========     ===========       ===========

Weighted average shares outstanding          9,258,782         9,071,652       9,258,782         9,083,585
                                           ===========       ===========     ===========       ===========
</TABLE>

             See accompanying notes to these financial statements.

                                       3
<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 July 1, 2001            9,021,585      $ 9,022      $7,014,378     ($4,248,072)     $2,775,328

Net loss                                                                         (716,848)       (716,848)
                                  ----------      -------      ----------     -----------      ----------

Balance at  December 31, 2001      9,021,585      $ 9,022      $7,014,378     ($4,964,920)     $2,058,480
                                  ==========      =======      ==========     ===========      ==========

Balance at July 1, 2002            9,258,782      $ 9,259      $7,125,859     ($6,279,985)     $  855,133

Net loss                                                                         (617,062)       (617,062)
                                  ----------      -------      ----------     -----------      ----------

Balance at  December 31, 2002      9,258,782      $ 9,259      $7,125,859     ($6,897,047)     $  238,071
                                  ==========      =======      ==========     ===========      ==========
</TABLE>

             See accompanying notes to these financial statements.

                                       4
<PAGE>
                        American Soil Technologies, Inc.
                             Statement of Cash Flow
                                   (unaudited)
<TABLE>
<CAPTION>
                                                      For the six months ended     For the three months ended
                                                             December 31,                  December 31,
                                                     --------------------------    --------------------------
                                                        2002           2001           2002            2001
                                                     -----------    -----------    -----------    -----------
<S>                                                  <C>            <C>            <C>               <C>
CASH FLOW FROM OPERATING ACTIVITIES:
Net loss                                              $(617,062)     $(716,848)     $(297,371)     $(360,748)
Adjustments to reconcile net loss to net cash
 used by operating activities:
  Amortization and depreciation                          22,396         75,757         11,198         37,878
  Gain on sale of assets, net                           (64,480)            --        (27,553)
Change in assets and liabilities:
  Accounts receivable                                    (5,812)        36,441        (14,999)         3,710
  Deposits and prepaid expenses                        (105,627)            --       (105,627)        11,556
  Inventory                                               5,427             --          1,161
  Other assets                                            7,738           (274)            --            (46)
  Accounts payable                                       58,711        (28,579)        12,467         (3,575)
  Accrued expenses                                         (409)            (1)        (8,308)            15
                                                      ---------      ---------      ---------      ---------
Net Cash Flow Used by Operating Activities             (699,118)      (633,504)      (429,032)      (311,210)
                                                      ---------      ---------      ---------      ---------
CASH FLOW USED BY INVESTING ACTIVITIES:
  Addition of plant & equipment                          (2,218)        (1,567)
  Disposition of property and equipment                      --         12,000            101         12,000
  Proceeds from sale of assets                           93,140             --         26,641             --
                                                      ---------      ---------      ---------      ---------
Total Cash Flow Provided/(Used) by investing
 activities                                              90,922         10,433         26,742         12,000
                                                      ---------      ---------      ---------      ---------
CASH FLOW FROM FINANCING ACTIVITIES:
  Loan repayments
  Proceeds from notes payable                                --        588,000             --        303,000
  Net borrowings on notes payable affiliates            584,349          3,434        370,848         (5,556)
                                                      ---------      ---------      ---------      ---------
Total Cash Flow from Financing Activities               584,349        591,434        370,848        297,444
                                                      ---------      ---------      ---------      ---------

Net change in cash                                      (23,847)       (31,637)       (31,442)        (1,766)

Cash at Beginning of Period                              43,155         36,412         50,750          6,541
                                                      ---------      ---------      ---------      ---------
Cash at End of Period                                 $  19,308      $   4,775      $  19,308      $   4,775
                                                      =========      =========      =========      =========
Supplemental disclosure of cash flow information:
  Cash payments during the period for:
   Interest                                           $  76,400      $  78,939      $  38,987      $  43,897
                                                      =========      =========      =========      =========
</TABLE>

             See accompanying notes to these financial statements.

                                       5
<PAGE>
                        American Soil Technologies, Inc.
                          Notes to Financial Statements
      For the six months and three months ended December 31, 2002 and 2001
                                   (Unaudited)


The unaudited financial statements included herein were prepared from the
records of the Company and transactions in accordance with generally accepted
accounting principles and reflect all adjustments which are, in the opinion of
management, necessary to provide a fair statement of the results of operations
and financial position for the interim periods. Such financial statements
generally conform to the presentation reflected in the Company's Form 10-KSB
filed with the Securities and Exchange Commission for the year ended June 30,
2002. The current interim period reported herein should be read in conjunction
with the Company's Form 10-KSB.

The results of operations for the six months and three months ended December 31,
2002 are not necessarily indicative of the results that may be expected for the
year ending June 30, 2003. For the quarter ended December 31, 2001, certain
amounts have been reclassified to conform to the current presentation and the
discontinued operations.

The Board of Directors resolved to change the Company's year end from June 30 to
December 31, effective as of December 31, 2003. Therefore, the Company intends
to file its Form 10-KSB with the SEC for the June 30, 2003 year end, the
September 30, 2003 Form 10-QSB and the transitional Form 10-KSB for the period
ended December 31, 2003 within the prescribed time periods.

NOTE 1 - THE COMPANY

American Soil Technologies, Inc., formerly Soil Wash Technologies, Inc., (the
"Company") is incorporated in Nevada and has operated since September 22, 1993.
Until January 1, 2000 the Company operated as Soil Wash Technologies, Inc.

GOING-CONCERN CONSIDERATIONS

As shown in the accompanying financial statements, the Company has incurred an
accumulated deficit of $6,897,047 and has a deficit in working capital of
approximately $587,325 as of December 31, 2002. The ability of the Company to
continue as a going concern is dependent on obtaining additional capital and
financing and operating at a profitable level. The Company intends to seek
additional capital either through debt or equity offerings and to increase sales
volume and operating margins to achieve profitability. The financial statements
do not include any adjustments that might be necessary if the Company is unable
to continue as a going concern. The independent auditor's report on the
financial statements for the year ended June 30, 2002 expressed substantial
doubt about the ability of the Company to continue as a going-concern.

DISCONTINUED OPERATIONS

In June 2001, the Company sold its book of business for soil remediation in San
Diego, California. In May 2002, the Company decided to not pursue relocation and
startup of a new location. In connection with the discontinuance of this segment
of the business, the Company realized an operating loss of $119,350 for the
three months ended September 30, 2001. During the six months ended December 31,
2002, the Company sold substantially all of the assets held for sale and
realized a gain of $63,743. The Company has recognized this income after the
cost recovery of the carrying basis of the assets held for sale. Some assets
remain held for sale and additional sales, if any, will result in additional
gain on disposition of assets. The disposition of the soil remediation
operations represented the disposal of a business segment in accordance with
SFAS 144, Accounting for Impairment or Disposal of Long-lived Assets.
Accordingly, results of this operation have been classified as discontinued, and
prior periods have been restated, including the allocation of overhead charges.

                                       6
<PAGE>
                        American Soil Technologies, Inc.
                          Notes to Financial Statements
                                   (Unaudited)


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 the production and sale of soil enhancement
products for the agricultural community.

CASH AND CASH EQUIVALENTS

Cash equivalents consist of temporary bank deposits and money market investments
with an original maturity of three months or less at the date of purchase. The
carrying amount for cash and cash equivalents approximates its fair value.

REVENUE RECOGNITION

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 agricultural finished
products and raw materials held for sale.

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

PATENTS

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

                                       7
<PAGE>
                        American Soil Technologies, Inc.
                          Notes to Financial Statements
                                   (Unaudited)


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

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.

ESTIMATES

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

IMPAIRMENT OF LONG-LIVED ASSETS

The Company accounts for impairment of long-lived assets in accordance with
Statement of Financial Accounting Standards No. 121, "Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of"
("SFAS 121"). SFAS 121 requires that long-lived assets be reviewed for
impairment whenever events or changes in circumstances indicate that the book
value of the asset may not be recoverable. The Company evaluates on each balance
sheet date whether events or circumstances have occurred that indicate a
possible impairment. In accordance with SFAS 121, the Company uses an estimate
of the future undiscounted net cash flows of the related asset or asset group
over the remaining life in measuring whether the assets are recoverable.

IMPACT OF RECENTLY ISSUED ACCOUNTING STANDARDS

In June 2001, the FASB issued SFAS No. 142, "Goodwill and Other Intangible
Assets." This statement establishes accounting and reporting standards for
goodwill and intangibles for years commencing after December 15, 2001. Whether
already acquired or subsequently acquired after the effective date, companies
are required to identify intangibles with finite lives and those with indefinite
lives. Those intangibles with finite lives are to be amortized over the
estimated useful lives of the assets while those with indefinite lives are not
to be amortized. Goodwill is not to be amortized. Each intangible or goodwill
asset should be analyzed at least annually for impairment where the carrying
value is in excess of the fair value of the intangibles and in excess of the
implied fair value in the case of goodwill assets. The asset's carrying value is
to be reduced by a charge to income if the fair value is lower than the carrying
value. This new standard becomes effective for the Company on July 1, 2002. At
December 31, 2002, the Company has patent rights which are being amortized over
the term of the patent. The impact of implementation of SFAS No. 142 is not
expected to be material.

NOTE 3 - PROPERTY, PLANT AND EQUIPMENT AND PATENTS

Depreciation and amortization of property, plant and equipment for the six
months ended December 31, 2002 and 2001 was $2,419 and $4,015 respectively, and
for the three months ended December 31, 2002 and 2001 was $1,209 and $2,007.

                                       8
<PAGE>
                        American Soil Technologies, Inc.
                          Notes to Financial Statements
                                   (Unaudited)


NOTE 3 - PROPERTY, PLANT AND EQUIPMENT AND patents (continued)

Property plant and equipment consist of the following:

                                                                 December 31,
                                                                     2002
                                                                 ------------
     Production equipment                                         $ 31,578
     Office equipment, furniture and fixtures                        2,452
                                                                  --------
                                                                    34,030
        Less accumulated depreciation and amortization              (6,650)
                                                                  --------
                                                                  $ 27,380
                                                                  ========

Accumulated amortization of patent costs was $119,862 and $79,908 at December 31
2002 and 2001, respectively. Amortization of capitalized patent costs for the
six months ended December 31, 2002 and 2001 was $19,977 and $19,977 and for the
three months ended December 31, 2002 and 2001 was $9,989 and $9,989,
respectively.

NOTE 4 - CONVERTIBLE DEBENTURES

The debentures mature in the first three calendar quarters of 2003. All of the
debentures were subscribed and at December 31, 2002 and 2001 the outstanding
balances of the debt was $825,000 and $1,075,000, respectively. $575,000 of the
debentures bear interest at 8.0% per annum and are convertible at a rate of
$.050 per share and $250,000 of the debentures bear interest at 10% per annum
and are convertible at a rate of $3.00 per share. If all of the remaining
debentures are converted, the Company would issue an additional 1,233,333
shares. Interest expense for the six months ended December 31, 2002 and 2001 was
$35,500 and $53,750, respectively.

NOTE 5 - RELATED PARTY TRANSACTIONS

The Company has a loan payable to a company in which a major shareholder of the
Company owns a substantial interest. The loan is due on demand, subject to such
demand not interfering with the operations and needs of the Company. The
interest rate is the prime rate charged the lender by its bank. During the
quarter ended December 31, 2002 and 2001 interest paid was $21,179 and $16,754,
and for the six months ended December 31, 2002 and 2001 $40,808 and $24,458,
respectively.

NOTE 6 - INCOME TAXES

At December 31, 2002 and 2001, the Company has approximately $9,021,371 and
$6,876,990 of net operating losses available to offset future federal income tax
liability and $2,163,000 and $2,267,000 of net operating losses available to
offset future state income tax liability. There is no certainty as to the timing
of such recognition nor that the Company will be able to fully utilize these
differences. For financial purposes, a valuation allowance of $236,600 and
$291,000 has been recognized to offset the deferred tax assets related to
federal and state losses recorded for the six months ended December 31, 2002 and
2001.

                                       9
<PAGE>
                        American Soil Technologies, Inc.
                          Notes to Financial Statements
                                   (Unaudited)


NOTE 6 - INCOME TAXES (continued)

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

                                                  December 31,     December 31,
                                                     2002             2001
                                                  -----------      -----------
     Tax effects of carryforward benefits:
      Net operating loss carryforwards            $ 3,259,000      $ 2,467,000
                                                  -----------      -----------
     Net deferred income tax assets before
      valuation allowance                           3,259,000        2,467,000
     Less valuation allowance                        (953,000)        (161,000)
                                                  -----------      -----------
     Net deferred tax asset                       $ 2,306,000      $ 2,306,000
                                                  ===========      ===========

Income tax benefits for the quarters ended December 31, 2002 and 2001 include
the following components:

                                                  December 31,     December 31,
                                                     2002             2001
                                                  -----------      -----------
     Income Taxes:
       Federal                                     $ 209,800        $ 234,000
       State                                          26,800           57,000
                                                   ---------        ---------
     Total income tax benefit                        236,600          291,000
     Valuation allowance                            (236,600)        (291,000)
                                                   ---------        ---------
        Total income tax benefit (provision)       $      --               --
                                                   =========        =========

Realization of the net deferred tax assets is dependent on generating sufficient
taxable income prior to the expiration of the respective carryforwards. Tax
effects are based on a 34.0% federal income tax rate and an 8.84% on 50% of the
net operating loss recognized for state income tax purposes. The combined net
rate of carryforwards is 38.4%. The realized net operating losses expire over
the next 20 years for federal and five years for state income tax purposes, as
follows:

                                       Federal               State
         Expiration                     Amount               Amount
         ----------                     ------               ------
             2004                            --               78,000
             2005                            --              279,000
             2006                            --              481,000
             2007                            --            1,016,000
             2008                       130,000              309,000
             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                       961,000                   --
             2022                     2,026,000                   --
             2023                       617,000                   --
                                     ----------           ----------
            Total                    $9,021,000           $2,163,000
                                     ==========           ==========

                                       10
<PAGE>
                        American Soil Technologies, Inc.
                          Notes to Financial Statements
                                   (Unaudited)


NOTE 6 - INCOME TAXES (CONTINUED)

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
2023; therefore, no additional valuation reserve has been provided for this
asset.

Note 7 - COMMON STOCK

At December 31, 2002 and 2001, the Company has 9,258,782 and 9,083,585 shares
outstanding, respectively. The Company has 25,000,000 shares of $0.001 par value
authorized.

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 December 31, 2002 and 2001, the weighted
average number of shares outstanding was 9,258,782 and 9,071,652, respectively.
There were no dilutive items outstanding; therefore, basic and diluted loss per
share are the same.

                                       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

ThE following information CONTAINS certain forward-looking statements of
management of the company. Forward-looking statements are statements that
estimate the happening of future events and are not based on historical fact.
Forward-looking statements may be identified by the use of forward-looking
terminology, such as "may," "shall," "will," "could," "expect," "estimate,"
"anticipate," "PLAN," "predict," "probable," "possible," "should," "continue,"
or similar terms, variations of those terms or the negative of those terms. The
forward-looking statements specified in the following information have been
compiled by our management on the basis of assumptions made by management and
considered by management to be reasonable. Our future operating results,
however, are impossible to predict and no representation, guaranty, or warranty
is to be inferred from those forward-looking statements.

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 fiscal year ended
June 30, 2001, the Company discontinued operations of its soil remediation
business. During the fiscal year ended June 30, 2002, 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 worldwide. Since its current year-end, June
30, 2002, the Company has entered into three distribution agreements and , has
filed three new patent applications with the U S Patent and Trademark office on
a machine designed to install the Company's product Nutrimoist (TM)L into mature
turf.

The Company has also entered into a six month Consulting Agreement with Tribe
Investment Partners to assist the company in improving its capital formation and
general financial public relations. On January 14, 2003, the Company entered
into a non-exclusive Distributor Agreement with The Amber Group, LLC to sell a
linear polymer product manufactured by Cytec Industries used in the wash water
for produce. The product met the rigorous standards of testing set by the Food
and Drug Administration resulting in a Generally Recognized As Safe (GRAS)
affirmed product.

                                       12
<PAGE>
RESULTS OF OPERATIONS

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

                                            Six Months Ended    Six Months Ended
                                            December 31, 2002   December 31,2001
                                               (unaudited)        (unaudited)
                                               -----------        -----------
Statement of Operations Data:
  Revenue                                      $    59,280       $     3,261
  Loss from Continuing Operations              $  (681,716)      $  (519,907)
  Income (Loss) from Discontinued Operations   $    63,743       $  (196,941)
  (Net Loss)                                   $  (617,062)      $  (716,848)
  (Net Loss) Per Share                         $     (0.06)      $     (0.08)
Balance Sheet Data:
  Current Assets                               $   341,426       $   924,957
  Total Property & Equipment, Net              $    27,380       $   507,693
  Patents, Net                                 $   559,355       $   599,309
  Deferred Tax Asset                           $ 2,306,000       $ 2,346,000
  Total Assets                                 $ 3,240,171       $ 4,380,972
  Total Current Liabilities                    $   928,751       $ 1,142,311
  Accumulated Deficit                          $(6,897,047)      $(4,964,920)
  Stockholders Equity                          $   238,017       $ 2,058,480

SIX MONTHS ENDED DECEMBER 31, 2002 (UNAUDITED) COMPARED TO SIX MONTHS ENDED
DECEMBER 31, 2001 (UNAUDITED)

REVENUES

Revenues from operations for the six months ended December 31, 2002 were $59,280
compared to $3,261 for the same period in 2001.

COST OF SALES

Cost of goods sold decreased from $31,477 for the six months ended December 31,
2001 to $28,817 for the six months ended December 31, 2002, excluding the sale
of the Company's Soil Wash division operations and better pricing from our
suppliers.

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
as necessary to accommodate increases in sales, provide for timely delivery and
maintain an efficient supply process.

                                       13
<PAGE>
OPERATING EXPENSES

Operating expenses increased 45% over the same period in 2001. These increases
are due to interest charges, more research and development expenses and
development of the sales base. On an annual basis, the Company expects that
costs will increase based on three quarters of operating under our new
distribution agreements but these 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 is experienced in that the Company has more products and two distinct
markets to administer, agriculture and turf. It is also anticipated that costs
associated with public companies will increase. Interest expense is expected to
increase in the next year as a result of the interest on the convertible
debentures and other debt of the Company.

INCOME TAXES

The Company has recognized an income tax benefit in prior periods of its
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 carry forward and therefore reduced cash outlay for
taxes in future periods. For the current six months, the Company recorded a
valuation reserve of $236,600 to fully reduce the tax benefit for this period
and has recognized a cumulative valuations reserve in the current and prior
periods of $953,000. With the disposition of a major segment of the business,
the Company believes that deferral of the recognition of any additional benefit
of the net operating loss carry forward until its remaining revenue sources are
determined to be sufficient to generate income to offset the already recorded
benefit of $2,306,000.

NET LOSS

The Company experienced a net loss from continuing operations of $(617,062) for
the six months ended December 31, 2002 as compared to a net loss from continuing
and discontinued operations of $(716,848) for the six months ended December 31,
2001, for the reasons detailed above, including: (1) an increase in operating
costs, (2) the 2001 loss from discontinued operations of $(196,941), (3) a gain
for the 2002 quarter from disposition of assets held for disposition of $63,743
and (4) adjustment of inventory in the 2001 quarter. The Company continues to
focus its efforts on developing strategic alliances, marketing agreements, and
distribution networks. Revenue from the sale of agricultural products increased
from $3,261 for the six months ended December 31, 2001 to $59,280 for the six
months ended December 31, 2002. However, since these arrangements are new and
untested, it is uncertain whether these actions will be sufficient to produce
net operating income for the fiscal year June 30, 2003.

SEASONALITY

The efforts of the Company in the United States have focused on the southern
states and therefore generally experience year round growing cycles, with the
sale of the agricultural products 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.

                                       14
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES

Cash and cash equivalents totaled $19,308 and $4,775 at December 31, 2002 and
2001, respectively. Net cash used by operations was $699,118 for the period
ended December 31, 2002 compared to net cash used by operations of $633,504 for
the comparable period ended December 31, 2001.

In March 2000, the Company authorized the issuance of an aggregate of $1,325,000
of convertible debentures with interest payable quarterly at 10% 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 three calendar quarters of 2003. All of the debentures were subscribed and
at December 31, 2002 and 2001 the outstanding balances of the debt was $825,000
and $1,075,000, respectively. $575,000 of the debentures bear interest at 8.0%
per annum and are convertible at a rate of $.050 per share and $250,000 of the
debentures bear interest at 10% per annum and are convertible at a rate of $3.00
per share. If all of the remaining debentures are converted, the Company would
issue an additional 1,233,333 shares. Interest expense for the six months ended
December 31, 2002 and 2001 was $35,500 and $53,750, respectively.

The Company has a deficit in working capital (current assets less current
liabilities) of $587,325 as of December 31, 2002 compared to working capital
deficit of $217,354 as of December 31, 2001. This deficit is due primarily to
the current payable status of the debentures, which is $825,000.

As shown in the accompanying financial statements, the Company has incurred an
accumulated deficit of $6,897,047 and has a deficit in working capital as of
December 31, 2002. The ability of the Company to continue as a going concern is
dependent on obtaining additional capital and financing and operating at a
profitable level. The Company intends to seek additional capital either through
debt or equity offerings and to increase sales volume and operating margins to
achieve profitability. 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's working capital and other
capital requirements during the next fiscal year and thereafter will vary based
on the sales revenue generated by the recent accumulation of additional products
and the distribution and sales network the Company has created and will continue
to grow.

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 at a minimum negatively impact the
Company's ability to timely meet its business objectives.

                                       15
<PAGE>
ITEM 3.  CONTROLS AND PROCEDURES

Our Chief Executive Officer, President, and Chief Financial Officer (the
"Certifying Officers") are responsible for establishing and maintaining
disclosure controls and procedures for the Company. The Certifying Officers have
designed such disclosure controls and procedures to ensure that material
information is made known to them, particularly during the period in which this
report was prepared. The Certifying Officers have evaluated the effectiveness of
the Company's disclosure controls and procedures within 90 days of the date of
this report and believe that the Company's disclosure controls and procedures
are effective based on the required evaluation. There have been no significant
changes in internal controls or in other factors that could significantly affect
internal controls subsequent to the date of their evaluation, including any
corrective actions with regard to significant deficiencies and material
weaknesses.

                           PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

To the best knowledge of management, there are no 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

On November 8, 2002, a majority of our shareholders executed a majority written
consent in lieu of annual meeting to avoid the expense of holding a formal
annual meeting. The majority shareholders voted "for" the following actions:

     1. The re-election of the following five directors for a term of one year
or until their successors are duly elected and qualified:

         Louie Visco
         Carl P. Ranno
         Ken Lew
         Neil C. Kitchen
         Scott Baker

     2. The authorization of the Company's Stock Option Plan; and

     3. The ratification of the appointment of James C. Marshall, CPA, P.C. as
the Company's independent public accountants for the fiscal year ending June 30,
2003.

                                       16
<PAGE>
ITEM 5. OTHER INFORMATION

On February 6, 2003 the Board of Directors amended the By Laws of the Company to
change its fiscal year from June 30 to December 31.

On January 24, 2003, the registrant filed three new patent applications with the
U.S. Patent office on a machine designed to install the Company's product
Nutrimoist(TM) L into mature turf.

On January 13, 2003, the company entered into a six month Consulting Agreement
with Tribe Investment Partners to assist the company in improving its capital
formation and general financial public relations. The compensation consists of
restricted common shares and cash.

On January 14, 2003, the Company entered into a non-exclusive Distributor
Agreement with The Amber Group, LLC to sell a linear polymer product
manufactured by Cytec Industries used in the wash water for produce. The product
is a Generally Recognized As Safe linear polymer in that it has met the rigorous
standards of testing set by the Food and Drug Administration. The Agreement is
exclusive as to the Company's accounts.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

The following documents are filed as part of this report:

1. The following Exhibits are filed herein:

      No.                                     Title
      ---                                     -----

     10.1    Consulting Agreement with Tribe Investment Partners dated January
             13, 2003

     10.2    Distributor Agreement with The Amber Group, LLC dated January 14,
             2003.

     99.1    Certification of Chief Executive Officer Pursuant to the Securities
             Exchange Act of 1934, Rules 13a-14 and 15d-14, as adopted pursuant
             to Section 302 of the Sarbanes-Oxley Act of 2002

     99.2    Certification of Chief Financial Officer Pursuant to the Securities
             Exchange Act of 1934, Rules 13a-14 and 15d-14, as adopted pursuant
             to Section 302 of the Sarbanes-Oxley Act of 2002.

2. Reports on Form 8-K filed: None.

                                       17
<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: February 18, 2003            AMERICAN SOIL TECHNOLOGIES, INC.


                                         /s/ Carl P. Ranno
                                         ------------------------------------
                                    By:  Carl P. Ranno
                                    Its: President, Chief Executive Officer
                                         (Principal Executive Officer)


                                         /s/ Ken Lew
                                         ------------------------------------
                                    By:  Ken Lew
                                    Its: Chief Financial Officer
                                         (Principal Financial Officer and
                                         Principal Accounting Officer)

                                       18