SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB


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

    For the quarterly period ended March 31, 2003

[ ] 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
incorporation or organization)                               Identification No.)

                  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 May 14, 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 -March 31, 2003                                        2

        Statements of Operations - For the nine months and three
        months ended March 31, 2003 and 2002                                 3

        Statements of Stockholders' Equity - For the nine months
        ended March 31, 2003 and 2002                                        4

        Statements of Cash Flow - For the nine months and three
        months ended March 31, 2003 and 2002                                 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                                                   15

                          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                                                   16
Item 6. Exhibits and Reports on Form 8-K                                    17

SIGNATURES                                                                  17

                                       1
<PAGE>
                         PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

                        American Soil Technologies, Inc.
                                  Balance Sheet
                                 March 31, 2003
                                   (Unaudited)

                                     ASSETS
Current Assets
  Cash and cash equivalents                                         $     1,529
  Accounts and notes receivable                                         216,142
  Receivables from affiliates and employees                              71,557
  Deposits and prepaid expenses                                         150,589
  Inventory                                                              26,187
                                                                    -----------
      Total Current Assets                                              466,004
                                                                    -----------

Property, plant and equipment, net of accumulated depreciation           26,170
Patents, net of amortization                                            549,366
Deferred income tax asset                                             2,306,000
Other assets                                                              6,010
                                                                    -----------
                                                                      2,887,546
                                                                    -----------

Total Assets                                                        $ 3,353,550
                                                                    ===========

                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities
  Accounts payable                                                  $    95,506
  Accrued expenses                                                        6,953
  Debentures payable                                                    819,986
                                                                    -----------
      Total Current Liabilities                                         922,445
                                                                    -----------

Total Liabilities                                                       922,445
                                                                    -----------

Stockholders' Equity
  Series A Preferred Stock, prime rate, $0.50 stated
   value preferred stock, 10,000,000 shares authorized;
   4,763,699 shares issued and outstanding                            2,381,849
  Common stock, $0.001 par value, 25,000,000 shares
   authorized; 9,258,782 shares issued and outstanding                    9,259
  Additional paid-in capital                                          7,125,859
  Retained earnings (deficit)                                        (7,085,862)
                                                                    -----------

      Total Stockholders' Equity                                      2,431,105
                                                                    -----------

Total Liabilities and Stockholders' Equity                          $ 3,353,550
                                                                    ===========

              See accompanying notes to these financial statements

                                       2
<PAGE>
                        American Soil Technologies, Inc.
                             Statement of Operations
            For the Nine Months and Three Months Ended March 31, 2003
                                   (Unaudited)

<TABLE>
<CAPTION>
                                               For the nine months ended           For the three months ended
                                                        March 31,                           March 31,
                                              -----------------------------       -----------------------------
                                                 2003              2002              2003              2002
                                              -----------       -----------       -----------       -----------
<S>                                           <C>               <C>               <C>               <C>
REVENUE:
   Operating revenue                          $   317,734       $    22,127       $   258,454       $    17,797
                                              -----------       -----------       -----------       -----------
     GROSS REVENUE                                317,734            22,127           258,454            17,797
                                              -----------       -----------       -----------       -----------
COST OF OPERATIONS:
   Materials and supplies                         163,537            81,391           134,720            81,353
   Labor and payroll costs                         16,053             1,200             8,791               130
   Facility costs                                   5,083             5,082             5,083             3,444
   Equipment and maintenance                       11,625               552             3,674                --
   Depreciation and amortization                   33,594            47,088            11,198            27,111
                                              -----------       -----------       -----------       -----------
     TOTAL COSTS OF OPERATIONS                    229,892           135,313           163,466           112,038
                                              -----------       -----------       -----------       -----------

GROSS INCOME (LOSS)                                87,842          (113,186)           94,988           (94,241)
                                              -----------       -----------       -----------       -----------

Sales & marketing costs                            27,486            21,739             5,840            13,414
General & administrative costs                    804,258           598,111           239,334           202,344
Interest expense                                  115,027           123,780            38,627            44,841
Research & development                             11,602            18,249                --             1,168
                                              -----------       -----------       -----------       -----------
     SALES AND ADMINISTRATIVE COSTS               958,373           761,879           283,801           261,767
                                              -----------       -----------       -----------       -----------

Net loss from operations                         (870,531)         (875,065)         (188,813)         (356,008)

Gain on disposition of assets                         737                --                --                --
Interest income                                       174                --                --                --
                                              -----------       -----------       -----------       -----------

Net loss before benefit of income taxes          (869,620)         (875,065)         (188,813)         (356,008)

Income tax credit (expense)                            --              (850)               --                --
                                              -----------       -----------       -----------       -----------

Loss before discontinued operations              (869,620)         (875,915)         (188,813)         (356,008)

Discontinued Operation
  (Loss) from discontinued operations, net             --          (369,601)               --          (172,660)
  (Loss) on disposal of discontinued
   operations, net                                 63,743          (420,875)               --          (420,875)

NET INCOME (LOSS)                             $  (805,877)      $(1,666,391)      $  (188,813)      $  (949,543)
                                              ===========       ===========       ===========       ===========
Loss per share:
  Basic loss per common share                 $     (0.09)      $     (0.18)      $     (0.02)      $     (0.10)
                                              ===========       ===========       ===========       ===========

  Weighted average shares outstanding           9,258,782         9,112,562         9,258,782         9,184,892
                                              ===========       ===========       ===========       ===========
</TABLE>

              See accompanying notes to these financial statements

                                       3
<PAGE>
                        American Soil Technologies, Inc.
                        Statement of Stockholders' Equity
                    For the Nine Months Ended March 31, 2003
                                   (Unaudited)


<TABLE>
<CAPTION>
                                     Preferred Stock            Common Stock       Additional
                                 --------------------        ------------------     Paid-in      Accumulated
                                 Shares        Amount        Shares      Amount     Capital        Deficit         Total
                                 ------        ------        ------      ------     -------        -------         -----
<S>                            <C>          <C>            <C>          <C>       <C>           <C>            <C>
Balance at July 1, 2001                                     9,021,585    $ 9,022   $7,014,378    $(4,248,072)   $2,775,328

Issuance of stock for services                                237,197        237      111,481                      111,718

Net Loss                                                                                          (1,666,391)   (1,666,391)
                               ----------    -----------   ----------    -------   ----------    -----------    ----------

Balance at March 31, 2002              --    $        --    9,258,782    $ 9,259   $7,125,859    $(5,914,463)   $1,220,655
                               ----------    -----------   ----------    -------   ----------    -----------    ----------

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

Conversion to preferred stock   4,763,699    $ 2,381,849                                                         2,381,849

Net Loss                                                                                            (805,877)     (805,877)
                               ----------    -----------   ----------    -------   ----------    -----------    ----------

Balance at March 31, 2003       4,763,699    $ 2,381,849    9,258,782    $ 9,259   $7,125,859    $(7,085,862)   $2,431,105
                               ==========    ===========   ==========    =======   ==========    ===========    ==========
</TABLE>

              See accompanying notes to these financial statements

                                       4
<PAGE>
                        American Soil Technologies, Inc.
                             Statement of Cash Flows
           For the Nine Months and Threes Months Ended March 31, 2003
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                        For the nine months ended          For the three months ended
                                                                 March 31,                         March 31,
                                                      -----------------------------       -----------------------------
                                                         2003               2002             2003              2002
                                                      -----------       -----------       -----------       -----------
<S>                                                   <C>               <C>               <C>               <C>
Cash Flows From Operating Activities
  Net income (loss)                                   $  (805,877)      $(1,666,391)      $  (188,813)      $  (949,543)
  Adjustments to reconcile net income (loss) to net
   cash provided (used) by operating activities
    Deferred compensation                                      --           111,708                --            56,769
    Amortization and depreciation                          33,594            63,938            11,198            29,254
    Gain on sale of assets, net                           (64,480)               --
    Valuation of assets held for disposition                   --           420,875                --           420,875
  Change in assets and liabilities:
    Accounts receivable                                  (182,104)          530,304          (176,292)          493,863
    Deposits and prepaid expenses                        (125,589)           19,492           (19,962)           19,492
    Inventory                                              59,326           100,839            53,899           101,113
    Other assets                                            7,738            (3,825)               --            (3,825)
    Accounts payable                                       57,418           (33,814)           (1,295)           (5,235)
    Accrued expenses                                         (409)            4,678                --             4,678
                                                      -----------       -----------       -----------       -----------
Net Cash Provided (Used) by Operating Activities       (1,020,383)         (452,196)         (321,265)          167,441
                                                      -----------       -----------       -----------       -----------
Cash Flows From Investing Activities
  Addition of property, plant and equipment                (2,218)               --                --                --
  Proceeds from sale of assets                             93,140                --                --
                                                      -----------       -----------       -----------       -----------
Net Cash Provided (Used) by Investing Activities           90,922                --                --                --
                                                      -----------       -----------       -----------       -----------
Cash Flows From Financing Activities
  Redemption of debentures                                 (5,014)         (250,000)           (5,014)         (250,000)
  Net borrowings on notes payable affiliates              892,849           708,000           308,500           120,000
                                                      -----------       -----------       -----------       -----------
Net Cash Provided (Used) by Financing Activities          887,835           458,000           303,486          (130,000)
                                                      -----------       -----------       -----------       -----------

NET INCREASE (DECREASE) IN CASH                           (41,626)            5,804           (17,779)           28,194

CASH AT BEGINNING OF PERIOD                                43,155            36,412            19,308                --
                                                      -----------       -----------       -----------       -----------

CASH AT END OF PERIOD                                 $     1,529       $    42,216       $     1,529       $    28,194
                                                      ===========       ===========       ===========       ===========
Supplemental Disclosures

Cash Paid During the Year for:
  Interest                                            $   115,027       $   123,780       $    38,627       $    44,841
                                                      ===========       ===========       ===========       ===========
</TABLE>

              See accompanying notes to these financial statements

                                       5
<PAGE>
                        American Soil Technologies, Inc.
                          Notes to Financial Statements
       For the nine months and three months ended March 31, 2003 and 2002
                                   (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 nine months and three months ended March 31,
2003 are not necessarily indicative of the results that may be expected for the
year ending June 30, 2003. For the quarter ended March 31, 2002, 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 $7,085,862 and working capital of approximately $456,441
as of March 31, 2003. 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 nine months ended March 31,
2003, 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
March 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 nine
months ended March 31, 2003 and 2002 was $3,121 and $17,122 respectively, and
for the three months ended March 31, 2003 and 2002 was $1,209 and $17,122.

                                       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:

                                                                  March 31,
                                                                    2003
                                                                  --------
     Production equipment                                         $ 31,578
     Office equipment, furniture and fixtures                        2,452
                                                                  --------
                                                                    34,030
        Less accumulated depreciation and amortization              (7,859)
                                                                  --------
                                                                  $ 26,171
                                                                  ========

Accumulated amortization of patent costs was $129,851 and $89,897 at March 31
2003 and 2002, respectively. Amortization of capitalized patent costs for the
nine months ended March 31, 2003 and 2002 was $29,966 and $29,966 and for the
three months ended March 31, 2003 and 2002 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 March 31, 2003 and 2002 the outstanding
balance of the debt was $819,986 $825,000, respectively. $569,986 of the
debentures bear interest at 8.0% per annum and are convertible at a rate of $.50
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 nine months ended March 31, 2003 and 2002 was $50,866 and
$78,541, 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
quarters ended March 31, 2003 and 2002 interest paid was $23,231 and $14,065,
and for the nine months ended March 31, 2003 and 2002, $64,040 and $38,523,
respectively.

During the quarter ended March 31, 2003, the creditor agreed to convert all of
the outstanding debt to Series A Preferred Stock, subject to shareholder
authorization at the next annual shareholders meeting, which will result in the
issuance of 4,763,699 shares with a stated value of $0.50 per share. The
dividend rate will be equal to the prime rate for the period and Series A
Preferred Shares will be convertible into shares of common stock on a
one-for-one basis. The Company believes that it has the requisite number of
shareholder votes to authorize the Preferred Shares and therefore has reflected
the debt as converted and shares outstanding at March 31, 2003.

NOTE 6 - INCOME TAXES

At March 31, 2003 and 2002, the Company has approximately $9,210,000 and
$7,623,000 of net operating losses available to offset future federal income tax
liability and $2,257,000 and $2,797,000 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 $306,300 and
$291,000 has been recognized to offset the deferred tax assets related to
federal and state losses recorded for the nine months ended March 31, 2003 and
2002.

                                       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:

                                                 March 31,           March 31,
                                                   2003                2002
                                                -----------         -----------
     Tax effects of carryforward benefits:
         Net operating loss carryforwards       $ 3,329,000         $ 2,467,000
                                                -----------         -----------
     Net deferred income tax assets before
      valuation allowance                         3,329,000           2,467,000
     Less valuation allowance                    (1,023,000)           (161,000)
                                                -----------         -----------
     Net deferred tax asset                     $ 2,306,000         $ 2,306,000
                                                ===========         ===========

Income tax benefits for the nine months ended March 31, 2003 and 2002 include
the following components:

                                                 March 31,           March 31,
                                                   2003                2002
                                                -----------         -----------

     Income Taxes:
       Federal                                   $ 274,000           $ 234,000
       State                                        32,300              57,000
                                                 ---------           ---------
     Total income tax benefit                      306,300             291,000
     Valuation allowance                          (306,300)           (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                403,000
         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                       806,000                     --
                                 ----------             ----------
        Total                    $9,210,000             $2,257,000
                                 ==========             ==========

                                       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 March 31, 2003 and 2002, the Company has 9,258,782 and 9,258,782 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 March 31, 2003 and 2002, the weighted
average number of shares outstanding was 9,258,782 and 9,112,562, 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," "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 March 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, 2002, 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 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.

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.

RESULTS OF OPERATIONS

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

                                       12
<PAGE>
                                       Nine Months Ended       Nine Months Ended
                                        March 31, 2003          March 31, 2002
                                        --------------          --------------
                                         (unaudited)             (unaudited)
Statement of Operations Data:
  Revenue                                $   317,734            $    22,127
  Loss from Continuing Operations        $  (869,620)           $  (875,915)
  Income (Loss) from Discontinued
   Operations                            $    63,743            $  (790,476)
  (Net Loss)                             $  (805,877)           $(1,666,391)
  (Net Loss) Per Share                   $     (0.09)           $     (0.18)
Balance Sheet Data:
  Current Assets                         $   466,004            $   367,343
  Total Property & Equipment, Net        $    26,170            $    64,738
  Patents, Net                           $   549,366            $   589,320
  Deferred Tax Asset                     $ 2,306,000            $ 2,346,000
  Total Assets                           $ 3,353,550            $ 3,374,239
  Total Current Liabilities              $   922,445            $   891,755
  Accumulated Deficit                    $(7,085,862)           $(5,914,463)
  Stockholders Equity                    $    49,256            $ 1,220,655

NINE MONTHS ENDED MARCH 31, 2003 (UNAUDITED) COMPARED TO NINE MONTHS ENDED
MARCH 31, 2002 (UNAUDITED)

REVENUES

Revenues from operations for the nine months ended March 31, 2003 were $317,734
compared to $22,127 for the same period in 2002, an increase of 1,336%.

COST OF SALES

Cost of goods sold increased from $135,313 for the nine months ended March 31,
2002 to $229,982 for the nine months ended March 31, 2003, excluding the sale of
the Company's Soil Wash division operations and better pricing from our
suppliers. This is an increase of 70%.

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.

OPERATING EXPENSES

Operating expenses increased 26% over the same period in 2002. 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.

                                       13
<PAGE>
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 nine months, the Company recorded a
valuation reserve of $306,300 to fully reduce the tax benefit for this period
and has recognized a cumulative valuations reserve in the current and prior
periods of $1,023,000. 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 $(869,620) for
the nine months ended March 31, 2003 as compared to a net loss from continuing
and discontinued operations of $(879,915) for the nine months ended March 31,
2002, for the reasons detailed above, including: (1) an increase in operating
costs in 2003, (2) the 2002 loss from discontinued operations of $(790,476), and
(3) a gain for the 2003 quarter from disposition of assets held for disposition
of $63,743. 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 $22,127 for the nine months ended
March 31, 2002 to $317,734 for the nine months ended March 31, 2003. 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.

LIQUIDITY AND CAPITAL RESOURCES

Cash and cash equivalents totaled $1,529 and $32,969 at March 31, 2003 and 2002,
respectively. Net cash used by operations was $1,020,383 for the period ended
March 31, 2003 compared to net cash used by operations of $452,196 for the
comparable period ended March 31, 2002.

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

                                       14
<PAGE>
first three calendar quarters of 2003. All of the debentures were subscribed and
at March 31, 2003 and 2002 the outstanding balances of the debt were $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 $.50 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 nine months ended
March 31, 2003 and 2002 was $50,866 and $78,541, respectively.

The Company has a deficit in working capital (current assets less current
liabilities) of $456,441 as of March 31, 2003 compared to working capital
deficit of $524,382 as of March 31, 2002. This deficit is due primarily to the
current payable status of the debentures, which is $819,986.

The Company has a loan payable in the amount of $2,381,849.89 to The Benz Group,
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 quarters ended March 31, 2003 and
2002 interest paid was $23,231 and $14,065, and for the nine months ended March
31, 2003 and 2002, $64,040 and $38,523, respectively. During the quarter ended
March 31, 2003, The Benz Group agreed to convert all of the outstanding debt to
Series A Preferred Stock, subject to shareholder authorization at the next
annual shareholders meeting, which will result in the issuance of 4,763,699
shares with a stated value of $0.50 per share. If authorized as proposed, the
dividend rate will be equal to the prime rate for the period and Series A
Preferred Shares will be convertible into shares of common stock on a
one-for-one basis.

As shown in the accompanying financial statements, the Company has incurred an
accumulated deficit of $7,085,862 and has a deficit in working capital as of
March 31, 2003. 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.

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

                                       15
<PAGE>
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

None.

ITEM 5.  OTHER INFORMATION

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. On April 30, 2003, the Company
terminated the Consulting Agreement for non-performance and requested the return
of the Company's $12,500 deposit.

On March 25, 2003, the Board of Directors adopted a Code of Ethics for the
Company.

On March 31, 2003, the Company entered into a Debt Conversion Agreement with The
Benz Group whereby The Benz Group agreed to accept 4,763,699 shares of Series A
Convertible Preferred Stock of the Company to be authorized at the next annual
meeting of shareholders as payment in full for $2,381,849.08 in debt owing from
the Company to the Benz Group.

The Company leases approximately 2,600 square feet located at a facility in
Pasadena, California, which includes office and storage space, from a related
party. All of the Company's operations are conducted from this facility. The
lease expires August 2, 2003 and requires monthly payments of approximately
$3,420.

                                       16
<PAGE>
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   Debt Conversion Agreement with The Benz Group, dated March 31, 2003
     14   Code of Ethics, adopted March 25, 2003
     99   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 February 20, 2003, the Company filed a
     Current Report on Form 8-K announcing that, on February 6, 2003, the Board
     of Directors approved a change of the Company's fiscal year end from June
     30 to December 31.

                                   SIGNATURES

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

DATED: May 14, 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)

                                       17
<PAGE>
                    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

In connection with the Quarterly Report of American Soil Technologies, Inc. (the
"Company") on Form 10-QSB for the period ending March 31, 2003 as filed with the
Securities and Exchange Commission on the date hereof (the "Report"), I, Carl P.
Ranno, Chief Executive Officer and President of the Company, certify, pursuant
to Rules 13a-14 and 15-d14 of the Securities Exchange Act of 1934, as adopted
pursuant to ss.302 of the Sarbanes-Oxley Act of 2002, that:

1.   I have reviewed the Report;

2.   Based upon my knowledge, the Report does not contain any untrue statement
     of a material fact or omit to state a material fact necessary in order to
     make the statements made, in light of the circumstances under which such
     statements were made, not misleading;

3.   Based upon my knowledge, the financial statements, and other financial
     information included in the Report, fairly present in all material respects
     the financial condition and results of operations of the Company, as of,
     and for, the periods presented in the Report;

4.   I and the other certifying officers of the Company:

     a.   are responsible for establishing and maintaining disclosure controls
          and procedures for the Company; o have designed such disclosure
          controls and procedures to ensure that material information is made
          known to us, particularly during the period in which the Report is
          being prepared;

     b.   have evaluated the effectiveness of the Company's disclosure controls
          and procedures within 90 days of the date of the Report; and

     c.   have presented in the Report our conclusions about the effectiveness
          of the disclosure controls and procedures based on the required
          evaluation.

5.   I and the other certifying officers have disclosed to the Company's
     auditors and to the audit committee of the board of directors (or persons
     fulfilling the equivalent function):

     a.   all significant deficiencies in the design or operation of internal
          controls (a pre-existing term relating to internal controls regarding
          financial reporting) which could adversely affect the Company's
          ability to record, process, summarize and report financial data and
          have identified for the Company's auditors any material weaknesses in
          internal controls; and

     b.   any fraud, whether or not material, that involves management or other
          employees who have a significant role in the Company's internal
          controls.

6.   I and the other certifying officers have indicated in the Report whether or
     not there were 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.


/s/ Carl P. Ranno
-------------------------------------
Carl P. Ranno,
Chief Executive Officer and President
May 14, 2003

                                       18
<PAGE>
                    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

In connection with the Quarterly Report of American Soil Technologies, Inc. (the
"Company") on Form 10-QSB for the period ending March 31, 2003 as filed with the
Securities and Exchange Commission on the date hereof (the "Report"), I, Ken
Lew, Chief Financial Officer of the Company, certify, pursuant to Rules 13a-14
and 15-d14 of the Securities Exchange Act of 1934, as adopted pursuant to ss.302
of the Sarbanes-Oxley Act of 2002, that:

1.   I have reviewed the Report;

2.   Based upon my knowledge, the Report does not contain any untrue statement
     of a material fact or omit to state a material fact necessary in order to
     make the statements made, in light of the circumstances under which such
     statements were made, not misleading;

3.   Based upon my knowledge, the financial statements, and other financial
     information included in the Report, fairly present in all material respects
     the financial condition and results of operations of the Company, as of,
     and for, the periods presented in the Report;

4.   I and the other certifying officers of the Company:

     a.   are responsible for establishing and maintaining disclosure controls
          and procedures for the Company; o have designed such disclosure
          controls and procedures to ensure that material information is made
          known to us, particularly during the period in which the Report is
          being prepared;

     b.   have evaluated the effectiveness of the Company's disclosure controls
          and procedures within 90 days of the date of the Report; and

     c.   have presented in the Report our conclusions about the effectiveness
          of the disclosure controls and procedures based on the required
          evaluation.

5.   I and the other certifying officers have disclosed to the Company's
     auditors and to the audit committee of the board of directors (or persons
     fulfilling the equivalent function):

     a.   all significant deficiencies in the design or operation of internal
          controls (a pre-existing term relating to internal controls regarding
          financial reporting) which could adversely affect the Company's
          ability to record, process, summarize and report financial data and
          have identified for the Company's auditors any material weaknesses in
          internal controls; and

     b.   any fraud, whether or not material, that involves management or other
          employees who have a significant role in the Company's internal
          controls.

6.   I and the other certifying officers have indicated in the Report whether or
     not there were 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.


/s/ Ken Lew
----------------------------
Ken Lew
Chief Financial Officer
May 14, 2003

                                       19