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 June 30, 2004

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

                        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
incorporation or organization)                               Identification No.)

                12224 Montague Street, Pacoima, California 91331
                    (Address of principal executive offices)
                                (Former address)

                                 (818) 899 4686
                           (Issuer's telephone number)

              (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  August  12,  2004,  the  number of shares  of  Common  Stock  issued  and
outstanding was 9,096,585.

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

                                                                           Page
                                                                          Number
                                                                          ------

PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements (Unaudited)                                      2

         Balance Sheet -June 30, 2004                                          2

         Statements of Operations -
         For the six months and three months ended June 30, 2004 and 2003      3

         Statements of Cash Flow -
         For the six months and three months ended June 30, 2004 and 2003      4

         Notes to Financial Statements                                         6

Item 2.  Management's Discussion and Analysis of Financial
         Conditions and Results of Operations                                 14

Item 3.  Internal Controls                                                    18

                           PART II - OTHER INFORMATION

Item 1.  Legal Proceedings                                                    19
Item 2.  Changes in Securities                                                19
Item 3.  Defaults Upon Senior Securities                                      19
Item 4.  Submission of Matters to a Vote of Security Holders                  19
Item 5.  Other Information                                                    19
Item 6.  Exhibits and Reports on Form 8-K                                     20

SIGNATURES                                                                    21

                                       1
<PAGE>
                         PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

AMERICAN SOIL TECHNOLOGIES, INC.

CONSOLIDATED BALANCE SHEET
JUNE 30, 2004 (UNAUDITED)
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
<S>                                                                           <C>
ASSETS:

CURRENT ASSETS
   Accounts receivable, net of allowance of doubtful accounts of $7,207          $     77,970
   Employee advances                                                                    3,503
   Inventory                                                                          221,491
   Prepaid expenses and other current assets                                           20,954
                                                                                 ------------
      Total current assets                                                            323,918
PROPERTY AND EQUIPMENT, net of accumulated depreciation of $71,600                    463,656
DEPOSITS AND OTHER ASSETS                                                               9,924
INTELLECTUAL PROPERTY, net of accumulated amortization of $210,793                    468,424
RELATED PARTY NOTES RECEIVABLE                                                         61,350

                                                                                 ------------
      TOTAL ASSETS                                                               $  1,327,272
                                                                                 ============

LIABILITIES AND STOCKHOLDERS' DEFICIT:

CURRENT LIABILITIES:
   Accounts payable                                                              $    325,998
   Accrued liabilities                                                                 18,630
   Notes payable - current portion                                                      7,634
   Capital lease obligation - current portion                                          15,743
   Debentures payable to related parties - current portion                            583,739
                                                                                 ------------
      Total current liabilities                                                       951,744
NOTES PAYABLE - long-term portion                                                      37,227
CAPITAL LEASE OBLIGATION - long-term portion                                           29,627
NOTES PAYABLE TO RELATED PARTIES                                                    1,666,670
DEBENTURES PAYABLE TO RELATED PARTIES - long term portion                             214,906
                                                                                 ------------
      Total liabilities                                                             2,900,174
                                                                                 ------------
STOCKHOLDERS' DEFICIT:
   Series A preferred stock, $0.50 par value, 10,000,000 shares
    authorized, 4,763,699 shares issued and outstanding                             2,381,849
   Common stock, $0.001 par value, 100,000,000 shares authorized,
    9,096,585 shares issued and outstanding                                             9,097
   Paid in capital                                                                  7,069,252
   Accumulated deficit                                                            (11,033,100)
                                                                                 ------------
      Total stockholders' deficit                                                  (1,572,902)
                                                                                 ------------

      TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                                $  1,327,272
                                                                                 ============
</TABLE>
   The accompanying notes are an integral part of these financial statements.

                                       2
<PAGE>
AMERICAN SOIL TECHNOLOGIES, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE
THREE AND SIX MONTHS ENDED JUNE 30, 2004 AND JUNE 30, 2003 (UNAUDITED)
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                            Three Months      Three Months      Six Months       Six Months
                                                Ended            Ended            Ended            Ended
                                            June 30, 2004    June 30, 2003    June 30, 2004    June 30, 2003
                                            -------------    -------------    -------------    -------------
<S>                                          <C>              <C>              <C>              <C>
NET REVENUES                                 $   142,625      $   161,468      $   383,533      $   420,059
                                             -----------      -----------      -----------      -----------

COST OF GOODS SOLD                               117,737          141,791          242,973          285,086
                                             -----------      -----------      -----------      -----------
GROSS INCOME                                      24,888           19,677          140,560          134,973
                                             -----------      -----------      -----------      -----------

OPERATING EXPENSES
  General and administrative                     217,086          191,207          467,478          429,645
  Sales and marketing                             52,135           14,347          203,747           28,092
  Research and development                        54,254            1,793           99,497            1,793
  Depreciation                                    25,882           13,349           53,426           14,558
  Amortization                                    11,712            9,988           23,423           19,997
                                             -----------      -----------      -----------      -----------
      Total operating expenses                   361,069          230,684          847,571          494,085
                                             -----------      -----------      -----------      -----------

OPERATING LOSS                                  (336,181)        (211,007)        (707,011)        (359,112)
                                             -----------      -----------      -----------      -----------
OTHER (INCOME)/EXPENSE
  Interest expense and related costs              36,084           18,991           67,290           59,699
  Interest income                                 (1,350)              --           (1,350)              --
                                             -----------      -----------      -----------      -----------
      Total other (income)/expense                34,734           18,991           65,940           59,699
                                             -----------      -----------      -----------      -----------

LOSS BEFORE INCOME TAXES                        (370,915)        (229,998)        (772,951)        (418,811)
                                             -----------      -----------      -----------      -----------

INCOME TAX  PROVISION                                 --               --               --               --
                                             -----------      -----------      -----------      -----------

NET LOSS                                     $  (370,915)     $  (229,998)     $  (772,951)     $  (418,811)
                                             ===========      ===========      ===========      ===========
NET LOSS PER SHARE:
  BASIC                                      $     (0.04)     $     (0.03)     $     (0.08)     $     (0.05)
                                             ===========      ===========      ===========      ===========

  DILUTED                                    $     (0.04)     $     (0.03)     $     (0.08)     $     (0.05)
                                             ===========      ===========      ===========      ===========
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING:
  BASIC                                        9,096,585        9,176,792        9,096,585        9,217,561
                                             ===========      ===========      ===========      ===========

  DILUTED                                      9,096,585        9,176,792        9,096,585        9,217,561
                                             ===========      ===========      ===========      ===========
</TABLE>
   The accompanying notes are an integral part of these financial statements.

                                       3
<PAGE>
AMERICAN SOIL TECHNOLOGIES, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE SIX MONTH
PERIODS ENDED JUNE 30, 2004 AND JUNE 30, 2003 (UNAUDITED)
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                           Six Months          Six Months
                                                             Ended               Ended
                                                          June 30, 2004       June 30, 2003
                                                          -------------       -------------
<S>                                                         <C>                 <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss                                                  $(772,951)          $(418,811)
  Adjustments to reconcile net loss to net cash
   used by operating activities:
    Depreciation and amortization                              76,849              34,535
    Cancellation of shares                                         --             (56,769)
  Changes in assets and liabilities:
    Accounts receivable                                       (52,762)           (121,163)
    Allowance for doubtful accounts                             3,100                  --
    Receivables from officers and employees                      (353)             11,017
    Prepaid and other current assets                           (1,784)            130,627
    Deferred income tax asset                                      --              23,000
    Deposits and other assets                                   4,107               1,903
    Inventory                                                 (41,028)             61,452
    Accounts payable                                           70,467              27,094
    Accrued liabilities                                           979                (512)

                                                            ---------           ---------
       Net cash used by operating activities                 (713,376)           (307,627)
                                                            ---------           ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchases of property and equipment                              --            (147,702)
                                                            ---------           ---------
       Net cash used for investing activities                      --            (147,702)
                                                            ---------           ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Proceeds from related party notes payable                   687,670             460,500
  Principal repayments on convertible debentures               (6,411)                 --
  Principal repayments on capital lease obligation             (4,640)                 --
  Repayments on notes payable                                  (3,681)                 --
  Bank overdraft                                                8,718
  Redemption of debentures                                         --              (8,873)
                                                            ---------           ---------
       Net cash provided by financing activities              681,656             451,627
                                                            ---------           ---------

DECREASE IN CASH AND CASH EQUIVALENTS                         (31,720)             (3,702)

CASH AND CASH EQUIVALENTS, beginning of year                   31,720              19,308
                                                            ---------           ---------

CASH AND CASH EQUIVALENTS, end of year                      $      --           $  15,606
                                                            =========           =========
</TABLE>

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

                                       4
<PAGE>
AMERICAN SOIL TECHNOLOGIES, INC.

STATEMENT OF CASH FLOWS, (CONTINUED)
FOR THE SIX MONTHS ENDED JUNE 30, 2004 AND JUNE 30, 2003 (UNAUDITED)
--------------------------------------------------------------------------------

                                            Six Months Ended    Six Months Ended
                                             June 30, 2004       June 30, 2003
                                             -------------       -------------
SUPPLEMENTAL CASH FLOW INFORMATION:
  Interest Paid                               $   26,517          $   38,627
                                              ==========          ==========

SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING
AND FINANCING ACTIVITIES:
  Equipment acquired under capital lease      $   32,000          $        0
                                              ==========          ==========

  Conversion of debt to preferred stock       $        0          $2,381,849
                                              ==========          ==========

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

                                       5
<PAGE>
AMERICAN SOIL TECHNOLOGIES, INC.

NOTES TO FINANCIAL STATEMENTS FOR THE
THREE AND SIX MONTHS ENDED JUNE 30, 2004 AND JUNE 30, 2003 (UNAUDITED)

1.   ORGANIZATION AND BASIS OF PRESENTATION

     The  accompanying  unaudited  financial  statements  have been  prepared in
     accordance  with  accounting  principles  generally  accepted in the United
     States for interim  financial  information  and the  instructions  for Form
     10-QSB and  Regulation  S-B.  Accordingly,  they do not  include all of the
     information  and  footnotes  required by  accounting  principles  generally
     accepted  in the  United  States for  complete  financial  statements.  All
     adjustments  that,  in the opinion of  management  are necessary for a fair
     presentation of the results of operations for the interim periods have been
     made and are of a recurring nature unless otherwise  disclosed herein.  The
     results of operations  for the three and six months ended June 30, 2004 are
     not  necessarily  indicative  of the results  that will be realized for the
     entire  fiscal  year.  These  financial   statements   should  be  read  in
     conjunction  with the Company's Annual Report on Form 10-KSB for the period
     ended December 31, 2003.

     American  Soil  Technologies,  Inc.  (the  "Company"),  formally  Soil Wash
     Technologies,  Inc., was  incorporated in California on September 22, 1993.
     On November 24, 1999,  the Company  entered into an exchange  agreement for
     the reverse acquisition of New Directions  Manufacturing,  Inc., a publicly
     traded   Nevada   corporation   incorporated   on  January  9,  1997  ("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.

     The  Company  is  primarily  engaged  in  the  marketing  of  polymer  soil
     amendments to the agricultural  community.  The Company's products are used
     to decrease water usage,  increase nutrient retention in soil, enhance seed
     germination   and  sprout   emergence,   clarify  ponds  and  increase  the
     effectiveness of chemical fertilizers and biological additives. The Company
     also  has  exclusive   license  rights  to  the  use  of  patented  polymer
     application techniques.

     GOING CONCERN AND MANAGEMENT'S PLANS

     The Company has sustained significant losses and has an accumulated deficit
     of  $11,033,100.  The ability of the Company to continue as a going concern
     is  dependent  upon  obtaining   additional  capital  and  financing,   and
     generating positive cash flow from operations.  The Company intends to seek
     additional   capital  either  through  debt  or  equity  offerings  and  is
     attempting  to  increase  sales  volume  and  operating  margins to achieve
     profitability.  The Board of Directors  approved a resolution  to negotiate
     and structure a Regulation S offering of $3,500,000 during the three months
     ended June 30, 2004.

     The  financial  statements do not include any  adjustments  relating to the
     recoverability  and  classification of asset carrying amounts or the amount
     and  classification  of liabilities that might result should the Company be
     unable to continue as a going concern.

                                       6
<PAGE>
2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     CASH AND CASH  EQUIVALENTS:  This  includes all  short-term  highly  liquid
     investments that are readily  convertible to known amounts of cash and have
     original  maturities  of three months or less.  At times cash  deposits may
     exceed government insured limits.

     ACCOUNTS RECEIVABLE: The Company utilizes the allowance method to provide a
     reserve for uncollectible accounts.

     INVENTORIES   consist  primarily  of  purchased  polymer  soil  amendments.
     Inventories  are  stated  at the  lower of cost (on a  first-in,  first-out
     basis) or market.

     PROPERTY  AND  EQUIPMENT:  Property  and  equipment  is stated at cost less
     accumulated depreciation. Depreciation is recorded on a straight-line basis
     over the  estimated  useful lives of the assets  ranging from 3 to 7 years.
     Depreciation  expense  was  $25,882 and $52,426 and $13,349 and $14,558 for
     the three and six month periods ended June 30, 2004 and 2003, respectively.

     INTELLECTUAL  PROPERTY:  The  exclusive  licenses to the  patented  polymer
     application  techniques  purchased  December 31, 1999, are being  amortized
     using the straight line method over the life of the  licenses,  which is 14
     1/2 years. The carrying value of these assets is periodically evaluated for
     impairment.

     ADVERTISING:   The  Company   expenses   advertising   costs  as  incurred.
     Advertising  expense was $31,350 and $142,788 and $3,044 and $8,051 for the
     three and six month periods ended June 30, 2004 and 2003, respectively.

     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 and acceptance by the customer.

     INCOME TAXES: The Company provides for income taxes based on the provisions
     of Statement of Financial  Accounting  Standards  No. 109,  ACCOUNTING  FOR
     INCOME TAXES,  which,  among other things,  requires  that  recognition  of
     deferred  income taxes be measured by the provisions of enacted tax laws in
     effect at the date of financial statements.

     NET LOSS PER SHARE:  Net loss per share is  calculated  using the  weighted
     average number of shares of common stock  outstanding  during the year. The
     Company has adopted the provisions of SFAS No. 128, EARNINGS PER SHARE.

     FINANCIAL INSTRUMENTS:  Financial instruments consist primarily of accounts
     receivable,  notes  receivable,  and  obligations  under accounts  payable,
     convertible  debentures and notes payable. The carrying amounts of accounts
     receivable and accounts payable,  convertible  debentures and notes payable
     approximate  fair  value  because  of the  short  term  maturity  of  those
     instruments.  The Company has applied  certain  assumptions  in  estimating
     these fair values.  The use of different  assumptions or methodologies  may
     have a material  effect on the estimates of fair values.  The fair value of
     the related party notes receivable and payable cannot be determined because
     of the  Company's  affiliation  with the parties  with whom the  agreements
     exist.

     USE OF 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

                                       7
<PAGE>
     of the  financial  statements  and the  reported  amounts of  revenues  and
     expenses  during the  reporting  period.  Actual  results could differ from
     those estimates.

     Significant  estimates  made in  connection  with  the  preparation  of the
     accompanying  financial  statements  include the carrying value of accounts
     and notes  receivable,  the  carrying  value of the  patented  licenses and
     self-constructed machinery.

     STOCK-BASED COMPENSATION:  In December 2002, the FASB approved SFAS No. 148
     ACCOUNTING  FOR  STOCK-BASED  COMPENSATION - TRANSITION AND DISCLOSURE - AN
     AMENDMENT  OF FASB  STATEMENT  NO.  123.  SFAS No. 148 amends  SFAS No. 123
     ACCOUNTING FOR STOCK-BASED  COMPENSATION to provide  alternative methods of
     transition  for a  voluntary  change  to the fair  value  based  method  of
     accounting for stock-based employee compensation. In addition, SFAS No. 148
     amends the  disclosure  requirements  of SFAS No. 123 to require  prominent
     disclosures  in both  annual and  interim  financial  statements  about the
     method of  accounting  used on reported  results.  The  provisions of these
     SFAS's allow companies to account for stock-based compensation either under
     the new  provisions or under the  provisions  of APB No. 25 ACCOUNTING  FOR
     STOCK  ISSUED  TO  EMPLOYEES,  but  requires  pro forma  disclosure  in the
     footnotes to the financial  statements as if the measurement  provisions of
     SFAS No. 123 had been adopted. The provisions of SFAS No. 148 are effective
     for financial  statements for the year ended June 30, 2003. The Company has
     implemented  SFAS No.  148.  The  Company  will  continue  to  account  for
     stock-based compensation using the methods and provisions of APB No. 25. As
     a result,  there is no effect on the  results of the Company for any period
     presented.

     IMPAIRMENT OF LONG-LIVED ASSETS: The Company assesses long-lived assets for
     impairment in accordance  with the  provisions of SFAS 144,  ACCOUNTING FOR
     THE IMPAIRMENT OR DISPOSAL OF LONG-LIVED ASSETS. SFAS 144 requires that the
     Company  report   discontinued   operations   separately   from  continuing
     operations and long-lived  assets to be disposed of at their fair value net
     of the cost of disposal.

     RECLASSIFICATIONS: Certain reclassifications have been made to the June 30,
     2003  financial  statements  in order  to  conform  to the  June  30,  2004
     presentation.

3.   INTELLECTUAL PROPERTY

     On December  31, 1999 the Company  purchased  exclusive  license  rights to
     patented polymer application  techniques.  The licenses are being amortized
     using the straight line method over the life of the  licenses,  which is 14
     1/2 years. The carrying value of these assets is periodically evaluated for
     impairment. The amortization expense was $11,711 and $23,423 and $9,988 and
     $19,977  for the three and six month  periods  ended June 30, 2004 and June
     30, 2003,  respectively.  The following  summarizes  the  estimated  future
     amortization expense of the intellectual property:

                                 Year                     Amount
                                 ----                     ------
         Remaining six months of 2004                    $ 35,131
                                 2005                      46,843
                                 2006                      46,843
                                 2007                      46,843
                                 2008                      46,843
                              Thereafter                  245,921
                                                         --------

                                Total                    $468,424
                                                         ========

                                       8
<PAGE>
4.   PROPERTY AND EQUIPMENT

     Property and equipment consisted of the following at June 30, 2004:

     Machinery                                           $ 474,994
     Vehicle                                                44,614
     Office furnishings, fixtures and equipment             15,648
                                                         ---------
       Total                                               535,256
       Less accumulated depreciation                       (71,600)
                                                         ---------

              Property and equipment, net                $ 463,656
                                                         =========

     Included in the machinery category is approximately $380,000 of capitalized
     costs  associated  with  the  construction  of  a  demonstration  injection
     machine.  The machine was placed in service in the quarter  ended March 31,
     2004.

5.   NOTES PAYABLE

     Notes payable at June 30, 2004 are comprised of the following:

     Convertible  debenture to related party,  original balance of
     $250,000,   interest  at  8%  per  annum,   interest  payable
     quarterly.  Principal is  convertible  at a rate of $0.50 for
     one share of common stock. Principal due February 1, 2005.      $  250,000

     Convertible  debenture to related party,  original balance of
     $250,000,   interest  at  8%  per  annum,   interest  payable
     quarterly.  Principal is  convertible  at a rate of $0.50 for
     one share of common stock. Principal due March 27, 2005.           250,000

     Convertible  debenture to related party,  original balance of
     $25,000,   interest  at  8%  per  annum,   interest   payable
     quarterly.  Principal is  convertible  at a rate of $0.50 for
     one share of common stock. Principal due February 1, 2005.          25,000

     Convertible  debenture to related party,  original balance of
     $25,000,   interest  at  8%  per  annum,   interest   payable
     quarterly.  Principal is  convertible  at a rate of $0.50 for
     one share of common stock. Principal due February 1, 2005.          25,000

     Convertible  debenture to related party,  original balance of
     $25,000,   interest  at  8%  per  annum,   interest   payable
     quarterly.  Principal is  convertible  at a rate of $0.50 for
     one share of common stock. Principal due June 22, 2004.             20,000

     Convertible  debenture to related party,  original balance of
     $250,000,  interest at 10% per annum.  Monthly  principal and
     interest  payments of $3,000 are due through 2014.  Principal
     is  convertible  at a rate of $3.00  for one  share of common
     stock.                                                             228,645

                                       9
<PAGE>
     Note payable to related party,  original balance of $152,000,
     interest at related  party's City National Bank lending rate,
     4% at June  30,  2004.  The note is  callable  at any time by
     holder.                                                            152,000

     Note   payable  to  related   party,   original   balance  of
     $1,514,670,  interest at related  party's City  National Bank
     lending  rate,  4% at June 30, 2004.  The note is callable at
     any time by holder.                                              1,514,670

     Note  payable to  lending  institution,  original  balance of
     $48,542,   interest  at  2.9%  per  annum.  Requires  monthly
     principal  and  interest   payments  of  $736  through  2009.
     Collateralized by vehicle.                                          44,861
                                                                     ----------
           Total                                                      2,510,176

           Less current portion                                        (591,373)
                                                                     ----------
           Total long-term portion                                   $1,918,803
                                                                     ==========

     Future maturities of principal at March 31 are as follows:

         2004                                                        $  591,373
         2005                                                            23,794
         2006                                                            25,685
         2007                                                            27,756
         2008                                                            27,756
         Thereafter                                                   1,813,812
                                                                     ----------
             Total                                                   $2,510,176
                                                                     ==========

    The notes payable of $1,514,670  and $152,000 are held by entities that hold
    approximately  67% of the Company's  common stock.  The Company has received
    assurances  from the  holders of these notes that there is no intent to call
    the obligations in the next year. Accordingly, the debt is not classified as
    current.

6. PROVISION FOR INCOME TAXES

    Deferred  income taxes reflect the net tax effects of temporary  differences
    between  the  carrying  amounts  of assets  and  liabilities  for  financial
    reporting purposes and the amounts used for income tax purposes.

    Income taxes for periods ended June 30, 2004 is summarized as follows:

                                           Three Months         Six Months
                                              Ended                Ended
                                          June 30, 2004        June 30, 2004
                                          -------------        -------------

     Current Benefit                        $(143,900)           $(305,180)
     Deferred Provision                       143,900              305,180
                                            ---------            ---------
     Net income tax provision               $       0            $       0
                                            =========            =========

                                       10
<PAGE>
7.   LEASES

     The Company leases its office space and certain  equipment under short term
     or month to month  operating  leases.  Rent expense  under these leases was
     $3,462  and  $7,961  and  $4,427  and  $13,869  for the three and six month
     periods ended June 30, 2004 and June 30, 2003, respectively.

     The  Company  also leases  certain  equipment  under  capital  leases.  The
     following  presents  future minimum lease payments under the capital leases
     by year and the  present  value of minimum  lease  payments  as of June 30,
     2004:

     2004                                                         $ 11,874
     2005                                                           22,683
     2006                                                           10,968
     2007                                                           10,968
     2008                                                            3,656
                                                                  --------
              Total                                                 60,149
     Less: Amount representing interest                            (14,779)
                                                                  --------
              Total payments, net of interest                       45,370
     Less: Current portion                                         (15,743)
                                                                  --------
              Total long term minimum lease payments              $ 29,627
                                                                  ========

     Equipment  under  capital  leases is included in machinery and equipment as
     follows:

                                                                June 30, 2004
                                                                -------------

     Machinery and equipment                                      $ 62,000
     Less: Accumulated amortization                                (11,678)
                                                                  --------
                                                                  $ 50,322
                                                                  ========

8.   NET LOSS PER SHARE

     Net loss per share is  calculated  using  the  weighted  average  number of
     shares  of common  stock  outstanding  during  the  year.  Preferred  stock
     dividends  are  subtracted  from the net  income to  determine  the  amount
     available to common  shareholders.  There were no preferred stock dividends
     in the three and six month  periods  ended  June 30,  2004.  The  following
     securities  have been excluded from the  calculation  because  inclusion of
     such would be anit-dilutive:

                                                                Three and Six
                                                                 Months Ended
                                                                June 30, 2004
                                                                -------------

     Convertible preferred stock                                  4,763,699
     Common stock options                                         1,310,000
     Convertible debt                                             1,216,215
                                                                  ---------
                                                                  7,289,914
                                                                  =========

                                       11
<PAGE>
     The following  presents the computation of basic and diluted loss per share
     from continuing operations:

<TABLE>
<CAPTION>
                                              Three Months Ended                     Six Months Ended
                                                June 30, 2004                         June 30, 2004
                                                -------------                         -------------
<S>                                   <C>         <C>          <C>            <C>         <C>          <C>
    Net  Loss                         $(370,915)                              $(772,951)

    Preferred stock dividends                --                                      --
                                      ---------                               ---------

    Loss available to common
    Stockholders                      $(370,915)                              $(772,951)
                                      =========                               =========
    BASIC EARNINGS PER SHARE:

    Loss available to common
    stockholders                      $(370,915)  9,096,585    $(0.04)        $(772,951)  9,096,585    $(0.08)
                                      =========                ======         =========                ======

    Effect of dilutive securities       N/A          N/A                        N/A          N/A

    DILUTED EARNINGS PER SHARE        $(370,915)  9,096,585    $(0.04)        $(772,951)  9,096,585    $(0.08)
                                      =========                ======         =========                ======
</TABLE>

9.   RELATED PARTY TRANSACTIONS

     During the three and six month  periods  ended  June 30,  2004 and June 30,
     2003, the Company conducted related party  transactions with Board members,
     officers and affiliated entities as described below:

     DIRECTORS & OFFICERS

     Neil C. Kitchen,  a Director and Vice  President,  has a $20,000  Debenture
     with the Company which is  convertible  at $0.50 per share with interest at
     10%,  maturing in the third calendar quarter of 2005.  Interest incurred on
     this  debenture  was $363 and $741  during the three and six month  periods
     ended  June 30,  2004,  respectively  and $492 for the three and six months
     ended June 30, 2003.

     The holders of the two (2) $25,000 convertible  debentures and the $228,645
     convertible  debenture  are  personally  related to Louis  Visco.  Interest
     incurred on these  debentures  during the three and six month periods ended
     June 30,  2004 and 2003 were  $6,750 and  $13,550  and $7,045 and  $14,045,
     respectively.

     AFFILIATED ENTITIES

     Louis Visco,  Director,  is an owner and director of FLD  Corporation,  the
     holder of two (2) $250,000  Debentures  convertible at $0.50 per share with
     interest  at 10%,  maturing  in the  third  calendar  quarter  of 2005  and
     $1,514,670 in notes  payable.  Interest  incurred on these  debentures  and
     notes during the three and six month  periods  ended June 30, 2004 and 2003
     was $24,465 and $44,965 and $9,974 and $19,948, respectively.

     Louis  Visco is also an owner of the Benz  Disposal  Company,  which is the
     holder  of notes  payable  totaling  $152,000.  Interest  incurred  on this
     debenture  was $1,500 and $3,000 and $1,334 and $2,668 during the three and
     six month periods ended June 30, 2004 and 2003, respectively.

                                       12
<PAGE>
10.  CONCENTRATIONS

     The Company  maintains cash balances at banks in  California.  Accounts are
     insured by the Federal  Deposit  Insurance  Corporation up to $100,000.  At
     June 30, 2004, the Company did not exceed those limits.

     During the three and six month  periods  ended June 30,  2004 sales to four
     customers  aggregated to  approximately  80% and 70% of total sales for the
     period.  Approximately 52% of the accounts  receivable  balance at June 30,
     2004 was comprised of balances due from three customers.

                                       13
<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," "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 non-hazardous 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.  During the fiscal year ended June 30, 2001, the Company  discontinued
operations of its soil remediation business.  During the fiscal years ended June
30,  2002,  and  June 30,  2003,  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.

On December 18, 2003,  the Company  announced  that it received  delivery of the
prototype  of its new  injection  machine  designed  to  install  the  Company's
products  accurately  and quickly on all types and sizes of turf  including golf
courses,  sport fields,  as well as commercial  and private  lawns.  The machine
known  as  the  M-216  Polymer   Injector  was  exhibited  at  the  Golf  Course
Superintendents   Association  of  America  (GCSAA)  International  Golf  Course
Conference and Show in San Diego,  California  from February 9 through  February
14, 2004 and has been  demonstrated  in Arizona and California  during the first
and second quarters of fiscal year 2004.

RESULTS OF OPERATIONS

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

                                       14
<PAGE>
                                         Six Months Ended      Six Months Ended
                                          June 30, 2004         June 30, 2003
                                          -------------         -------------
                                           (unaudited)            (unaudited)
Statement of Operations Data:
Revenue                                   $    383,533           $    420,059
(Loss)                                    $   (772,951)          $   (418,811)
(Net Loss) Per Share                      $      (0.08)          $      (0.05)
Balance Sheet Data:
Current Assets                            $    323,918           $    255,791
Total Property & Equipment, Net           $    463,656           $    160,524
Patents, Net                              $    468,424           $    539,378
Net Deferred Tax Asset                               0           $  2,283,000
Total Assets                              $  1,327,272           $  3,242,800
Total Current Liabilities                 $    951,744           $    130,333
Accumulated Deficit                       $(11,033,100)          $ (7,315,858)

SIX MONTHS ENDED JUNE 30, 2004 (UNAUDITED) COMPARED TO SIX MONTHS ENDED JUNE 30,
2003 (UNAUDITED)

REVENUES

Revenues  for the six  months  ended June 30,  2004 were  $383,533  compared  to
$420,059 for the same period in 2003, a decrease of 9%. This decrease in revenue
was the result of one  customer  not  ordering  the  amount of product  that was
ordered in the same period during 2003 and certain deliveries that were not made
until the  beginning of the third quarter that would have normally been made and
billed during this period.

COST OF SALES

Cost of goods sold for the six months ended June 30, 2004 were $242,973 compared
to $285,086 for the six months ended June 30, 2003, a decrease of 8.5%. The cost
of sales is  consistent  with the gross sales figures and a direct result of the
Company's purchasing controls.

INVENTORY

Inventory balances were $221,491 for the six months ended June 30, 2004 compared
to $18,634 for the six months ended June 30, 2003. The Company  previously would
only  purchase raw  materials  upon receipt of a customer  order.  To facilitate
quicker order filling  processes  and reducing  materials'  costs by ordering in
bulk,  the Company  began to inventory  larger  volumes of raw  materials in the
period ended December 31, 2003.

                                       15
<PAGE>
OPERATING EXPENSES

Operating  expenses  increased 58.3% from $494,085 for the six months ended June
30, 2003 compared to $847,571 for the six months ended June 30, 2004.  The sales
and marketing costs in this reporting  period increased to $203,747 from $28,092
during the same period in 2003.  The  Company  had an  increase in research  and
development  regarding its new machine, the M-216 Polymer Injector,  during this
reporting period of $97,704.

INCOME TAXES

The Company did not provide for income tax expense or  provision  for the period
ended June 30, 2004 because any income tax benefit generated from taxable losses
incurred is equally  offset by an increase in the  valuation  allowance  for the
deferred income tax asset.


NET LOSS

The Company  experienced a net loss from  operations  of $(772,951)  for the six
months ended June 30, 2004 as compared to a net loss of  $(418,811)  for the six
months  ended June 30,  2003.  The loss is  directly  related  to the  Company's
increased sales and marketing expenses from $28,092 in the six months ended June
30,  2003 to  $203,747for  the six  months  ended June 30,  2004.  The sales and
marketing  efforts by the Company also increased our general and  administrative
expenses by $37,833.  The Company spent an  additional  $97,704 for the research
and  development  of its new machine  known as the M-216 Polymer  Injector.  The
Company  continues  to focus its  efforts  on  developing  strategic  alliances,
marketing  agreements,  and  distribution  networks.  Revenue  from  the sale of
agricultural  products decreased from $420,059 for the six months ended June 30,
2003 to  $383,533  for  the six  months  ended  June  30,  2004.  Because  these
arrangements  are new and  untested,  it is  uncertain  whether  this trend will
continue.

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.

LIQUIDITY AND CAPITAL RESOURCES

Cash and cash  equivalents  totaled  $-0- and $15,606 at June 30, 2004 and 2003,
respectively.  Net cash used by operations  was  $(713,376) for the period ended
June 30, 2004  compared to net cash used by  operations  of  $(307,627)  for the
comparable period ended June 30, 2003.

                                       16
<PAGE>
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  matured in the
first  calendar  quarter of 2002.  During  2001,  $250,000  of  debentures  were
converted  into 83,334 shares of stock and,  during 2002,  the Company  redeemed
$500,000 of  debentures  and issued  $250,000 of  debentures.  At June 30, 2004,
debentures  consisted of $570,000 of 8% per annum  convertible  debentures  at a
rate of $0.50 per share and $228,645 of 10% per annum  convertible  at a rate of
$3.00 per share. If the

remaining  debt is converted,  the Company  would issue an additional  1,216,215
shares.  Interest  expense  for the six months  ended June 30,  2004 was $67,290
compared to $59,699 for the six months ended June 30, 2003.

During the quarter  ended June 30,  2003,  the Benz Group  agreed to convert the
Company's outstanding debt of $2,381,849 into shares of Series A Preferred Stock
of the Company.  This conversion resulted in the issuance of 4,763,699 shares of
Series A Preferred Stock with a stated value of $0.50 per share, a dividend rate
equal to the prime rate for the period and a  conversion  option  into shares of
common stock on a one-for-one basis.

The  Company  has a deficit in working  capital  (current  assets  less  current
liabilities)  of $(627,826)  as of June 30, 2004 compared to working  capital of
$125,458 as of June 30, 2003. The working capital deficit is primarily caused by
the current status of the debentures payable.

As shown in the accompanying  financial statements,  the Company has incurred an
accumulated  deficit  of  $(11,033,100)  and has a working  capital  deficit  of
approximately  $(627,826)  as of June 30,  2004.  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 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.

The Board of  Directors  approved a  resolution  to  negotiate  and  structure a
Regulation  S offering of  $3,5000,000  during the three  months  ended June 30,
2004.  As of the  date of  this  Report,  no  funds  have  been  raised  in this
financing.

                                       17
<PAGE>
CRITICAL ACCOUNTING ESTIMATES

The  preparation  of our  financial  statements in  conformity  with  accounting
principles  generally  accepted  in the United  States of America  requires  our
management to make certain  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.  As such, in accordance with
the use of  accounting  principles  generally  accepted in the United  States of
America,  our actual  realized  results  may differ  from  management's  initial
estimates  as  reported.  A summary of our  significant  accounting  policies is
detailed  in the  notes  to  the  financial  statements  which  are an  integral
component of this filing.

Management  evaluates the  probability of the utilization of the deferred income
tax asset  related to the net  operating  loss  carryforwards.  The  Company had
previously  recorded a net deferred  income tax asset of $2,283,000.  Management
determined that because the Company has yet to generate  taxable income and that
the  generation  of  taxable  income  in the  short  term is  uncertain,  it was
appropriate to provide a valuation  allowance for the total deferred  income tax
asset.

The  Company  has  capitalized   approximately   $380,000  associated  with  the
construction of a demonstration  injection machine. The Company intends to place
the machine in service in the fiscal year ended  December 31,  2004.  Management
believes  that although the  capitalized  costs exceed a value at which the unit
could be sold,  the Company will derive  several years of benefits from the unit
by using it in sales demonstrations and as a loaner unit.

On December 31, 1999 the Company purchased  exclusive license rights to patented
polymer  application  techniques.  The  acquisition  price of these  rights  was
approximately $679,000.  Management periodically evaluates the carrying value of
these assets for  impairment.  The  application  techniques  are critical to the
process by which the  Company  has based its plan of  operations.  The  carrying
value of these licensing rights was $468,424 at June 30, 2004.

The  Company  has  demand  notes  payable  with a  total  principal  balance  of
$1,666,670 at June 30, 2004.  These notes are held by the Company's  controlling
shareholder.   The  Company  has  received   assurances   from  the  controlling
shareholder that the notes will not be called within the next year. Accordingly,
the Company has not classified the debt as current.

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.

                                       18
<PAGE>
                           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 June 18, 2004,  a majority of our  shareholders  executed a majority  written
consent in lieu of an annual  meeting to avoid the  expenses of holding a formal
annual  meeting.  The  majority  shareholders  voted  to  re-elect  the  current
directors on the Company's Board of Directors  (Louie Visco,  Carl P. Ranno, Ken
Lew, Neil C.  Kitchen,  and Scott Baker) and to ratify the dismissal of James C.
Marshall,  C.P.A., P.C. and the appointment of Epstein,  Weber & Conover, PLC as
the Company's new independent public accountants.

ITEM 5. OTHER INFORMATION

On June 1, 2004 the Company entered into a Dealer Agreement with Richard Padgett
and Hal Kirk of Vernon Florida on behalf of a company to be formed. The specific
area of  distribution  will be the State of Florida  with  further  activity  in
Georgia and Alabama.

On July 16, 2004, the Company executed a Stock Placement Agreement with Bellador
Advisory Services (Labuan) Ltd., a Malaysian business company licensed as a fund
manager in Labuan to raise,  on a best efforts basis, a net amount of $3,500,000
through Regulation S placements.

The Company  entered into a Dealer  Agreement on August 2, 2004 with Dick Hansen
Distributing of Pasco Washington to distribute our cross-linked polymer products
in both agriculture and other commercial applications.

                                       19
<PAGE>
6. EXHIBITS AND REPORTS ON FORM 8-K

1. The following Exhibits are filed herein:

 No.                               Title
 ---                               -----
10.1   Dealer  Agreement with Richard  Padgett and Hal Kirk of Vernon Florida on
       behalf of a company to be formed dated June 1, 2004.
10.2   Stock Placement  Agreement with Bellador Advisory Services dated July 16,
       2004.
10.3   Dealer Agreement with Dick Hansen  Distributing of Pasco Washington dated
       August 2, 2004.
31.1   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
31.2   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
32     Certification  Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to
       Section 906 of the Sarbanes-Oxley Act of 2002

2. Reports on Form 8-K filed:

On July 22, 2004,  the Company filed a Current Report on Form 8-K disclosing the
Stock Placement Agreement with Bellador Advisory Services. On July 23, 2004, the
Company filed an Amended Current Report on Form 8-K, to more clearly explain the
conditions of the Stock Placement Agreement with Bellador Advisory Services.

                                       20
<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: August 13, 2004          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)

                                       21