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 September 30, 2005

[ ] 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, CA 91331
                    (Address of principal executive offices)
         (Former address 215 N. Marengo, Suite 110, Pasadena, CA 91101)

                                 (818) 899 4686
                           (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 November 11, 2005 the number of shares of Common Stock issued and
outstanding was 25,436,174.

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 -September 30, 2005                                   2

          Statements of Operations -
          For the three and nine months ended September 30, 2005 and 2004     3

          Statements of Cash Flow -
          For the nine months ended September 30, 2005 and 2004               4

          Notes to Financial Statements                                       6

     Item 2. Management's Discussion and Analysis of Financial
             Conditions and Results of Operations                            19

     Item 3. Internal Controls                                               23

PART II - OTHER INFORMATION

     Item 1. Legal Proceedings                                               24

     Item 2. Changes in Securities                                           24

     Item 3. Defaults Upon Senior Securities                                 24

     Item 4. Submission of Matters to a Vote of Security Holders             24

     Item 5. Other Information                                               24

     Item 6. Exhibits and Reports on Form 8-K                                24

SIGNATURES                                                                   25

                                       1
<PAGE>
                         PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

AMERICAN SOIL TECHNOLOGIES, INC.

CONSOLIDATED BALANCE SHEET
SEPTEMBER 30, 2005 (UNAUDITED)
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
<S>                                                                               <C>
ASSETS:
CURRENT ASSETS
   Cash and cash equivalents                                                      $     28,870
   Accounts receivable, net of allowance of doubtful accounts of $58,356               119,587
   Employee advances                                                                     1,734
   Inventory                                                                           415,577
   Prepaid expenses and other current assets                                            40,131
                                                                                  ------------
      Total current assets                                                             605,899
PROPERTY AND EQUIPMENT, net of accumulated depreciation of $201,006                    336,535
DEPOSITS AND OTHER ASSETS                                                                9,924
INTELLECTUAL PROPERTY, net of accumulated amortization of $269,349                     409,868
RELATED PARTY NOTES RECEIVABLE                                                          62,120
                                                                                  ------------
    TOTAL ASSETS                                                                  $  1,424,346
                                                                                  ============

LIABILITIES AND STOCKHOLDERS' DEFICIT:

CURRENT LIABILITIES:
   Accounts payable                                                               $    250,959
   Accrued liabilities                                                                  12,640
   Notes payable - current portion                                                      19,599
   Capital lease obligation - current portion                                            9,807
   Debentures payable to related parties - current portion                              65,573
                                                                                  ------------
      Total current liabilities                                                        358,578
NOTES PAYABLE - long-term portion                                                       78,291
CAPITAL LEASE OBLIGATION - long-term portion                                            15,201
NOTES PAYABLE TO RELATED PARTIES                                                       257,500
DEBENTURES PAYABLE TO RELATED PARTIES - long term portion                              915,712
                                                                                  ------------
      Total liabilities                                                              1,625,282
                                                                                  ------------
STOCKHOLDERS' DEFICIT:
   Series A preferred stock, $0.50 stated value, 10,000,000 shares
    authorized, 2,763,699 shares issued and outstanding                              1,381,849
   Common stock, $0.001 par value, 100,000,000 shares authorized,
     25,121,188 shares issued and outstanding                                           25,122
   Paid in capital                                                                  11,850,725
   Accumulated deficit                                                             (13,458,631)
                                                                                  ------------
      Total stockholders' deficit                                                     (200,936)
                                                                                  ------------

    TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                                   $  1,424,346
                                                                                  ============
</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 NINE MONTHS ENDED
SEPTEMBER 30, 2005 AND SEPTEMBER 30, 2004 (UNAUDITED)
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                             Three Months      Three Months      Nine Months         Nine Months
                                                Ended             Ended             Ended             Ended
                                             September 30,     September 30,     September 30,     September 30,
                                                 2005              2004              2005              2004
                                             -----------       -----------       -----------       -----------
<S>                                          <C>               <C>               <C>               <C>
NET REVENUES                                 $    47,311       $   161,271       $   517,318       $   544,804
                                             -----------       -----------       -----------       -----------

COST OF GOODS SOLD                                40,529           104,930           325,167           347,903
                                             -----------       -----------       -----------       -----------
GROSS INCOME                                       6,782            56,341           192,152           196,901
                                             -----------       -----------       -----------       -----------
OPERATING EXPENSES
  General and administrative                     355,343           242,541         1,261,803           710,019
  Sales and marketing                             38,010            84,931           232,348           288,678
  Research and development                         3,043            40,574            13,095           140,071
  Depreciation                                    25,881            25,881            77,643            79,307
  Amortization                                    11,711            11,712            35,133            35,135
                                             -----------       -----------       -----------       -----------
      Total operating expenses                   433,988           405,639         1,620,022         1,253,210
                                             -----------       -----------       -----------       -----------

OPERATING LOSS                                  (427,206)         (349,298)       (1,427,871)       (1,056,309)
                                             -----------       -----------       -----------       -----------
OTHER (INCOME)/EXPENSE
  Interest expense and related costs              27,021            41,591           117,798           108,881
  Interest income                                   (675)             (675)           (2,026)           (2,025)
                                             -----------       -----------       -----------       -----------
      Total other (income)/expense                26,346            40,916           115,772           106,856
                                             -----------       -----------       -----------       -----------

LOSS BEFORE INCOME TAXES                        (453,552)         (390,214)       (1,543,643)       (1,163,165)
                                             -----------       -----------       -----------       -----------

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

NET LOSS                                        (453,552)         (390,214)      $(1,543,643)      $(1,163,165)
                                             ===========       ===========       ===========       ===========
NET LOSS PER SHARE:
  Basic:                                     $     (0.02)      $     (0.04)      $     (0.07)      $     (0.12)
                                             ===========       ===========       ===========       ===========
  Diluted:                                   $     (0.02)      $     (0.04)      $     (0.07)      $     (0.12)
                                             ===========       ===========       ===========       ===========
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING:
  Basic                                        4,782,411         9,757,009        20,661,955         9,335,092
                                             ===========       ===========       ===========       ===========

  Diluted                                      4,782,411         9,757,009        20,661,955         9,335,092
                                             ===========       ===========       ===========       ===========
</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 NINE MONTHS
ENDED SEPTEMBER 30, 2005 AND SEPTEMBER 30, 2004  (UNAUDITED)
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                               Nine Months          Nine Months
                                                                 Ended                 Ended
                                                            September 30, 2005    September 30, 2004
                                                            ------------------    ------------------
<S>                                                            <C>                   <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss                                                     $(1,543,643)          $(1,163,165)
  Adjustments to reconcile net loss to net cash
   used by operating activities:
    Depreciation and amortization                                  112,776               114,441
    Common stock issued for services                               170,500                    --
    Common stock issued to employees and directors                 224,208                    --
  Changes in assets and liabilities:
    Accounts receivable                                            (84,891)             (108,254)
    Allowance for doubtful accounts                                 20,694                13,555
    Receivables from officers and employees                            571                  (459)
    Prepaid and other current assets                                 7,560                (2,442)
    Deposits and other assets                                       (2,120)                4,107
    Inventory                                                      (87,998)              (61,596)
    Accounts payable                                                (5,936)               60,867
    Accrued liabilities                                              6,419                (1,547)
                                                               -----------           -----------
        Net cash  used by operating activities                  (1,181,859)           (1,144,493)
                                                               -----------           -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchases of property and equipment                                   --                (2,283)
                                                               -----------           -----------
        Net cash used for investing activities                          --                (2,283)
                                                               -----------           -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Proceeds from related party notes payable                        310,500               929,673
  Principal repayments on related party notes payable                   --               (31,000)
  Proceeds from convertible debentures                             200,000                    --
  Principal repayments on convertible debentures                   (10,749)               (9,674)
  Principal repayments on capital lease obligation                 (12,999)               (8,204)
  Repayments on notes payable                                      (13,297)               (5,569)
  Proceeds from exercise of stock options                           30,000                    --
  Proceeds from stock issuances                                    654,807               258,465
                                                               -----------           -----------
        Net cash provided by financing activities                1,158,262             1,133,691
                                                               -----------           -----------

DECREASE IN CASH AND CASH EQUIVALENTS                              (23,597)              (13,085)

CASH AND CASH EQUIVALENTS, beginning of period                      52,467                31,720
                                                               -----------           -----------

CASH AND CASH EQUIVALENTS, end of period                       $    28,870           $    18,635
                                                               ===========           ===========
</TABLE>

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

                                       4
<PAGE>
AMERICAN SOIL TECHNOLOGIES, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS  (CONTINUED)
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2005 AND SEPTEMBER 30, 2004 (UNAUDITED)
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                    Nine Months Ended       Nine Months Ended
                                                   September 30, 2005      September 30, 2004
                                                   ------------------      ------------------
<S>                                                    <C>                     <C>
SUPPLEMENTAL CASH FLOW INFORMATION:
  Interest Paid                                        $   65,436              $   84,300
                                                       ==========              ==========

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

  Conversion of Preferred Stock to Common Stock        $1,000,000
                                                       ==========              ==========
  Conversion of debt and interest to common stock      $1,994,799              $        0
                                                       ==========              ==========
</TABLE>

   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 NINE MONTHS ENDED SEPTEMBER 30,
2005 AND SEPTEMBER 30, 2004 (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 nine months ended September 30,
     2005 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, 2004.

     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 turf and horticulture industries. 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 an exclusive license to the use of patented
     polymer application techniques as well as numerous patents on a unique
     machine designed to inject polymer and other liquid products into existing
     turf and some crops.

     GOING CONCERN AND MANAGEMENT'S PLANS

     The Company has sustained significant losses and has an accumulated deficit
     of $13,458,631. 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 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 $25,881 and $77,643 and $25881 and $79,307 for the
     three and nine month periods ended September 30, 2005 and 2004,
     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 $26,681 and $187,256 and $65,255 and $215,971 for
     the three and nine month periods ended September 30, 2005 and 2004,
     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.

                                       7
<PAGE>
     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
     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.

     The Company initiated a stock option plan during the three months ended
     June 30, 2001 under which the Company could grant up to one million
     options. Under the plan all employees and directors, subject to employment
     terms, have been granted options to purchase 219,998 and 225,002 shares,
     respectively. The options are exercisable at $3.75 and $4.13 per share,
     respectively. At the time of the grants the market price of the stock was
     $3.75. Therefore, 219,998 options were granted at the market price and
     225,002 options were granted at 10% in excess of the market price. The
     options are vested when granted and are exercisable for ten years from the
     date of grant subject to cancellation upon termination of employment.
     During the three months ended June 30, 2003, all outstanding options under
     the 2001 Plan were surrendered by the holders and cancelled by the Company.

     In November 2002, the Company enacted a stock option plan (the "2002 Plan")
     to provide additional incentives to selected employees, directors and
     consultants. Two million shares were authorized by a majority of the
     shareholders for issuance as Incentive Stock Options or Nonstatutory Stock
     Options. The 2002 Plan anticipates qualifying under Section 423 of the
     Internal Revenue Code of 1986, as an "employee stock purchase plan". Under
     the 2002 Plan, options may be granted to key employees, officers, directors
     or consultants. The purchase price of the common stock subject to each
     Incentive Stock Option shall not be less than the fair market value (as
     determined in the 2002 Plan) or in the case of a grant of an Incentive
     Stock Option to a principal shareholder, not less than 110% of the fair

                                       8
<PAGE>
     market value of such common stock at the time each option is granted. The
     2002 Plan shall terminate 10 years from the date of adoption by the
     Company. The options are vested when granted and exercisable for 10 years
     from the date of grant and are subject to cancellation upon termination of
     employment. Under the Plan, the Company has granted options to purchase
     1,010,000 shares and 300,000 shares at $0.50 and $0.25, respectively. The
     market price at the date of grant was $0.12.

     A 2005 Stock Option/Stock Issuance Plan (the "2005 Plan") was authorized by
     the majority shareholders during the three months ended June 30, 2005. The
     2005 Plan provides for the issuance of up to 10,000,000 shares of common
     stock to our directors, officers, employees and consultants in the form of
     stock options and shares of common stock.

     The 2005 Plan has two separate components: the option grant program and the
     stock issuance program. To date, no shares of common stock or stock options
     have been issued pursuant to the 2005 Plan.

     Grants under the option grant program may be structured as installment
     options which become exercisable for vested shares over the optionee's
     period of service or as immediately exercisable options for unvested shares
     which will be subject to repurchase by the Company, at the option exercise
     price paid per share, upon the optionee's termination of service prior to
     vesting in those shares. All option grants must have an exercise price not
     less than 100% of the fair market value of the option shares on the grant
     date.

     The stock issuance program allows eligible persons to purchase shares of
     common stock at fair market value or at a discount of up to 15% of fair
     market value. The shares may be fully vested when issued or may vest over
     time as the recipient provides services or as specified performance
     objectives are attained. In addition, shares of common stock may be issued
     as bonus awards in recognition of services rendered, without any cash
     outlay required of the recipient.

     The Board of Directors will initially administer the 2005 Plan, except that
     the Board may, at its discretion, establish a committee comprised of two or
     more members of the Board or two or more other persons to administer the
     2005 Plan (the "Plan Administrator").

     There were no stock options granted. Sixty thousand (60,000) options were
     exercised during the nine month period ended September 30, 2005. All
     granted options were fully vested as of June 30, 2003. The following
     summarizes information at September 30, 2005:

                                       9
<PAGE>
<TABLE>
<CAPTION>
                      Options Outstanding                               Options Exercisable
    ----------------------------------------------------     ----------------------------------------

                          Number        Weighted Average     Weighted         Number         Weighted
                      outstanding at       Remaining          Average     Exercisable at     Average
        Range of       September 30,    Contractual Life     Exercise      September 30,     Exercise
     Exercise Prices       2005            (in years)          Price           2004           Price
     ---------------       ----            ----------          -----           ----           -----
<S>      <C>             <C>                  <C>              <C>           <C>              <C>
         $0.50           680,000              7.0              $0.50         680,000          $0.50

         $0.50           680,000              7.0              $0.50         680,000          $0.50
</TABLE>

     No stock-based employee compensation cost is reflected in the June 30, 2005
     or June 30, 2004 income statements, as all options granted under these
     plans had an exercise price equal to or in excess of the market value of
     the underlying common stock on the date of the grant. The following table
     illustrates the effect in net loss and loss per share if the Company had
     applied the fair value recognition provisions of SFAS No. 123:

<TABLE>
<CAPTION>
                                               Nine Months Ended        Nine Months Ended
                                               September 30, 2005       September 30, 2004
                                               ------------------       ------------------
<S>                                              <C>                      <C>
     Net Loss                                    $   (1,543,643)          $(1,163,165)

     Deduct: Stock-based employee
     compensation expense determined
     under the fair value based method,
     net of tax                                               0                     0
                                                 --------------           -----------

     Pro forma net loss                          $   (1,543,643)          $(1,163,165)
                                                 ==============           ===========

     Net loss per share as reported              $        (0.07)          $     (0.12)
                                                 ==============           ===========

     Net loss per share pro forma                $        (0.07)          $     (0.12)
                                                 ==============           ===========
</TABLE>

     The per share weighted average fair values of stock options granted during
     the year ended June 30, 2003 was $0.12 on the date of the grant using the
     Black-Scholes option pricing model with the following assumptions: 1)
     Dividend Yield of 0%, 2) Volatility Factor of 204%, 3) Risk-Free Interest
     Rate of 3.38% and 4) Average Expected Option Life of 10 years.

     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
     September 30, 2004 financial statements in order to conform to the
     September 30, 2005 presentation.

                                       10
<PAGE>
     RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS: In April 2003, the FASB issued
     SFAS No. 149, "AMENDMENT OF STATEMENT 133 ON DERIVATIVE INSTRUMENTS AND
     HEDGING ACTIVITIES," effective for contracts entered into or modified after
     June 30, 2003. This amendment clarifies when a contract meets the
     characteristics of a derivative, clarifies when a derivate contains a
     financing component and amends certain other existing pronouncements. The
     adoption of SFAS No. 149 did not have a material effect on the Company's
     financial statements.

     In May 2003, the FASB issued SFAS No. 150, "ACCOUNTING FOR CERTAIN
     FINANCIAL INSTRUMENTS WITH CHARACTERISTICS OF BOTH LIABILITIES AND EQUITY."
     SFAS No. 150 was effective for financial instruments entered into or
     modified after May 31, 2003, and otherwise was effective at the beginning
     of the first interim period beginning after June 15, 2003. SFAS No. 150
     requires the classification as a liability of any financial instruments
     with a mandatory redemption feature, an obligation to repurchase equity
     shares, or a conditional obligation based on the issuance of a variable
     number of its equity shares. The Company does not have any financial
     instruments with a mandatory redemption feature and therefore, the adoption
     of SFAS 150 did not have a material effect on the Company's financial
     statements.

     In November 2002, the FASB issued FASB Interpretation No. 45, "GUARANTOR'S
     ACCOUNTING AND DISCLOSURE REQUIREMENTS FOR GUARANTEES, INCLUDING INDIRECT
     GUARANTEES OF INDEBTEDNESS OF OTHERS" (FIN 45). FIN 45 clarifies the
     requirements for a guarantor's accounting for and disclosure of certain
     guarantees issued and outstanding. The initial recognition and initial
     measurement provisions of FIN 45 are applicable to guarantees issued or
     modified after December 31, 2002. The disclosure requirements of FIN 45 are
     effective for financial statements for periods ending after December 15,
     2002. The adoption of FIN 45 did not have a significant impact on the
     Company's financial statements.

     In January 2003, the FASB issued FIN No. 46, "CONSOLIDATION OF VARIABLE
     INTEREST ENTITIES" (FIN 46). FIN No. 46 states that companies that have
     exposure to the economic risks and potential rewards from another entity's
     assets and activities have a controlling financial interest in a variable
     interest entity and should consolidate the entity, despite the absence of
     clear control through a voting equity interest. The consolidation
     requirements apply to all variable interest entities created after January
     31, 2003. For variable interest entities that existed prior to February 1,
     2003, the consolidation requirements are effective for annual or interim
     periods beginning after June 15, 2003. Disclosure of significant variable
     interest entities is required in all financial statements issued after
     January 31, 2003, regardless of when the variable interest was created. The
     adoption of FIN 46 did not have a significant impact on the Company's
     financial statements.

     In December 2004 the FASB issued a revised Statement 123 (SFAS 123R),
     "ACCOUNTING FOR STOCK-BASED COMPENSATION" requiring public entities to
     measure the cost of employee services received in exchange for an award of
     equity instruments based on grant date fair value. The cost will be
     recognized over the period during which an employee is required to provide
     service in exchange for the award -- usually the vesting period. The
     effective date for this statement is as of the first interim period that
     begins after June 15, 2005. The Company is evaluating the impact of this
     new pronouncement and has not yet estimated the effect of implementation on
     the Company's financial statements.

                                       11
<PAGE>
3. INVENTORY

     Inventory is comprised of the following at September 30, 2005:

     Work in progress            $188,553
     Finished goods               227,024
                                 --------

     Total                       $415,577
                                 ========

     The work in progress category accrues costs incurred on the construction of
     ten injection machines. The estimated cost to complete the machines is
     approximately $220,000.

  4. 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 $35,133 and $11,712
     and $35,135 for the three and nine month periods ended September 30, 2005
     and September 30, 2004, respectively. The following summarizes the
     estimated future amortization expense of the intellectual property:

              Year                 Amount
              ----                 ------
     Remaining three months
            of 2005              $ 11,711
              2006                 46,844
              2007                 46,844
              2008                 46,844
              2009                 46,844
           Thereafter             210,781
                                 --------

             Total               $409,868
                                 ========

5. PROPERTY AND EQUIPMENT

     Property and equipment consisted of the following at September 30, 2005:

     Machinery                                           $ 474,994
     Vehicle                                                44,615
     Office furnishings, fixtures and equipment             17,931
                                                         ---------
       Total                                               537,540
       Less accumulated depreciation                      (201,006)
                                                         ---------

          Property and equipment, net                    $ 336,535
                                                         =========

     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.

6. NOTE RECEIVABLE

The $60,000 note receivable is due from an individual who was formerly
contracted to perform services for the Company as its Chief Technical Officer,
and who also holds the patents licensed to the Company. Under the terms of the
note receivable, the Company is to receive 4.5% interest on the note, to be

                                       12
<PAGE>
satisfied through the reduction of royalties due to the individual. During the
three and nine months ended September 30, 2005, the Company recognized $675 and
$2,025 in interest income and $66 and $2,636 in royalty expense, respectively,
related to this agreement.

7. NOTES PAYABLE

     Notes payable at September 30, 2005 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,
     2007.                                                            $ 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,
     2007.                                                             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,
     2006.                                                              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,
     2006.                                                              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 August 15,
     2007.                                                              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.                                                  211,285

     Convertible debenture to related party, original balance
     of $200,000, 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,
     2007.                                                             200,000

     Note payable to related party, original balance of
     $257,500, interest at 8% per annum and payable monthly.
     Principal is due September 30, 2007.                              257,500

                              13
<PAGE>
     Note payable to lending institution, original balance of
     $48,542, and interest at 2.9% per annum. Requires monthly
     principal and interest payments of $736 through 2009.
     Collateralized by vehicle.                                         35,283

     Note payable to finance company, original balance of
     $75,000, and interest at 17.7% per annum. Requires
     monthly principal and interest payments of $1,814 through
     2009. Collateralized by polymer injection machine.                 62,606
                                                                    ----------
            Total                                                    1,336,674

           Less current portion                                        (85,172)
                                                                    ----------

            Total long-term portion                                 $1,251,502
                                                                    ==========

     Future maturities of principal at September 30 are as follows:

     2006                                                           $   85,172
     2007                                                            1,016,629
     2008                                                               43,837
     2009                                                               49,812
     2010                                                               25,181
     Thereafter                                                        116,043
                                                                    ----------

              Total                                                 $1,336,674
                                                                    ==========

     The note payable of $257,500 is held by an entity that holds approximately
     22% of the Company's common stock. Notes are payable in two years,
     providing payment is not detrimental to the company.

     During the three months ended June 30, 2005, related party notes payable of
     $1,600,000, $125,673 and $152,000 and their related accrued interest were
     converted into common stock at $0.40 per share for a total of 4,986,998
     shares of common stock. In addition, three convertible debentures totaling
     $700,000 are held by entities that hold approximately 43% of the Company's
     common stock.

                                       14
<PAGE>
8. STOCKHOLDERS' DEFICIT

     COMMON STOCK

     The Company has 100,000,000 shares authorized. At June 30, 2005, the
     Company had 23,962,577 shares of $0.001 par value common stock outstanding.

     SERIES A CONVERTIBLE PREFERRED STOCK

     The Company has 10,000,000 shares of Series A Convertible Preferred Stock
     authorized. At June 30, 2005, the Company had 2,763,699 shares of $0.50
     stated value Series A preferred stock issued and outstanding. On March 31,
     2003, the Company issued 4,763,699 shares of Series A convertible preferred
     stock for the conversion of debt in the principal amount of $2,381,849. The
     holders of the preferred stock have the option to convert to common stock
     at a rate of one share of common stock for each share of preferred stock
     tendered. Except as otherwise required by law or pursuant to any other
     provision, the holders of Series A Preferred stock have no voting rights.
     During the three months ended June 30, 2005, 2,000,000 shares of preferred
     stock were converted to common stock.

     DIVIDENDS: Preferred shareholders are entitled to receive preferential
     quarterly dividends equal to the prime rate per share, when and if declared
     by the Board of Directors, out of any assets that are legally available. If
     the Board of Directors declares that such dividends may only be payable in
     shares of common stock for any quarter, holders of Series A preferred stock
     have the option of accepting the dividend paid in shares of common stock of
     the Company, or letting the dividend accrue for a cash payment. No
     dividends have been declared, accrued or paid.

     LIQUIDATION RIGHTS: The holders of Series A preferred stock are entitled to
     be paid the stated value of their holdings out of the assets of the
     Company, prior and in preference to any payment or distribution out of the
     assets of the Company to the holders of common stock or any other class or
     series of capital stock.

9. 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 nine month periods ended September 30, 2005. The following
     securities have been excluded from the calculation because inclusion of
     such would be anti-dilutive:

                                                Three months ended
                                                September 30, 2005
     Convertible preferred stock                     2,763,699
     Common stock options                              680,000
     Convertible debt                                1,610,428
                                                     ---------

                                                     5,054,127
                                                     =========

                                       15
<PAGE>
     The following presents the computation of basic and diluted loss per share
     from continuing operations:

<TABLE>
<CAPTION>
                                          Three Months Ended               Nine Months Ended
                                          September 30, 2005               September 30, 2005
                                       -------------------------       --------------------------
<S>                                    <C>              <C>            <C>                <C>
     Net  Loss                         $(453,552)                      $(1,543,643)

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

      Loss available to common
      Stockholders                     $(453,552)                      $(1,543,643)
                                       =========                       ===========
     BASIC EARNINGS PER SHARE:

     Loss available to common
     stockholders                      $(453,552)       $(0.02)        $(1,543,643)       $(0.07)
                                       =========        ======         ===========        ======

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

     DILUTED EARNINGS PER SHARE        $(453,552)       $(0.02)        $(1,543,643)       $(0.07)
                                       =========        ======         ===========        ======
</TABLE>

 10. RELATED PARTY TRANSACTIONS

     During the three and nine month periods ended September 30, 2005 and
     September 30, 2004, the Company conducted related party transactions with
     Board members, officers and affiliated entities as described below:

     DIRECTORS & OFFICERS

     Diana Visco, Company Secretary, has a $20,000 Debenture with the Company
     which is convertible at $0.50 per share with interest at 8%, maturing in
     the third calendar quarter of 2007. Interest incurred on this debenture was
     $399 and $990 and $400 and $1,141 during the three and nine month periods
     ended September 30, 2005 and 2004, respectively.

     The holders of the two (2) $25,000 convertible debentures and the $211,285
     convertible debenture are personally related to Louis Visco. Interest
     incurred on these debentures during the three and nine month periods ended
     September 30, 2005 and 2004 were $6,395 and $19,242 and $6,963 and $20,297,
     respectively.

     AFFILIATED ENTITIES

     Louie Visco, Director, is an owner and director of the FLD Corporation, the
     holder of two (2) $250,000 and one (1) $200,000 debentures convertible at
     $0.50 per share with interest at 8%, maturing in the first calendar quarter
     of 2007 and $257,500 in notes payable. During the three months ended June
     30, 2005, notes payable and the related accrued interest due to this entity
     totaling $1,837,732 were converted at a rate of $0.40 per share for a total
     of 4,594,330 shares of common stock. Interest incurred on these debentures
     and notes during the three and nine month periods ended September 30, 2005
     and 2004 was $15,838 and $79,450 and $29,026 and $74,060 respectively.

                                       16
<PAGE>
     Louis Visco is also an owner of the Benz Disposal Company. During the three
     months ended June 30, 2005, a note payable and its related interest due to
     this entity totaling $157,067 was converted at a rate of $0.40 per share
     into 392, 668 shares of common stock. Interest incurred on this note was
     $3,040 and $3,273 and $1,500 and $3,000 during the three and six month
     periods ended June 30, 2005 and 2004, respectively.

     The Company also entered into an operating lease in 2004 for its office
     space with Customized Box Company, an entity beneficially owned by Louie
     Visco. Rents charged by this entity for the three and nine months ended
     September 30, 2005 were $1,662 and $3,325, respectively.

     Ronald Salestrom, a former contract employee, is the holder of the patents
     under license to the Company. Per the terms of the license agreement, the
     Company is required to pay Mr. Salestrom one and a half percent (1.5%) of
     net sales generated by the Company as a result of holding the patent. As of
     September 30, 2005, total royalties earned were $4,051. In addition, Mr.
     Salestrom has a note receivable with the Company of $60,000. The note
     accrues interest at 4.5% per annum, with payments to be reduced by
     royalties earned under the license agreement. In the three and nine months
     ended September 30, 2005, the Company recognized interest income on this
     note of $675 and $2,025, respectively. Accrued interest receivable at
     September 30, 2005 is $2,124.

11. CONCENTRATIONS

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

     During the three month period ended September 30, 2005 sales to four
     customers aggregated to approximately 73% of total sales for the period.
     Approximately 77% of the accounts receivable balance at September 30, 2005
     was comprised of balances due from two customers.

     The Company has an agreement with a supplier that grants the Company
     exclusive rights to sell and distribute the supplier's products in the
     western United States. This supplier's products represent approximately 38%
     and 59% of product in inventory at September 30, 2005 and 2004,
     respectively and 78% and 75% and 72% and 82% of the products sold in the
     three and nine months ended September 30, 2005 and 2004, respectively.

12. COMMITMENTS

     During the year ended December 31, 2004, the Company arranged to have ten
     polymer injection machines built for eventual resale. The estimated cost
     for the machines is $420,000, of which $188,553 has been incurred and is
     shown as work in progress in (see footnote 3).

     Additionally, on October 20, 2004, the Company entered into an agreement
     with an unrelated entity to obtain marketing and sales consulting services
     The agreement has an initial term of six months with automatic six month
     renewals unless either party notifies the other in writing at least thirty
     days prior to the expiration that it does not consent to such renewal. The

                                       17
<PAGE>
     Company will pay $7,000 per month and commissions ranging from five percent
     to ten percent on related sales for these services. This agreement is now
     on a month-to-month basis at $5,000 per month subject to performance.

     The Company also entered into an agreement on November 24, 2004 with an
     unrelated entity whereby the entity will provide investor relation services
     for an initial period of six months beginning December 1, 2004. In exchange
     for these services, the Company will provide a total of $60,000 and 250,000
     shares of common stock in remuneration, payable in monthly installments of
     $10,000 and 50,000 shares of common stock per month. The contract has been
     renewed by the Company for another six months at $10,000 per month without
     additional stock compensation.

     During the three months ended September 30, 2005, the Company entered into
     a consulting agreement for consulting services. The Company will pay $1,000
     upon signing the agreement and $5,000 per month. The monthly payment will
     accrue until such time as financing is completed the Company. In addition,
     100,000 shares of common stock of the Company stock will be issued by the
     Company.

13. SUBSEQUENT EVENTS

     On October 3, 2005 the Company entered into a marketing and advertising
     agreement to promote its Nutrimoist(R) line. The contract requires a total
     payment of $225,000 payable in three installments with the last payment due
     on May 1, 2006.

                                       18
<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

The Company owns patents and operating rights to certain polymer based soil
enhancements designed to increase production and reduce costs to the agriculture
industry. During the last three years, the Company has 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. Additionally, the Company has developed the M-216 Polymer Injector, an
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. Over the last year, the Company has been
exhibiting the M-216 Polymer Injector along with its products throughout Arizona
and California.

RESULTS OF OPERATIONS

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

                                       Nine Months Ended      Nine Months Ended
                                       September 30, 2005     September 30, 2004
                                       ------------------     ------------------
                                          (unaudited)            (unaudited)
     Statement of Operations Data:
     Revenue                              $   517,318            $   544,804
     (Loss)                               $ 1,543,643            $ 1,163,165
     (Net Loss) Per Share                 $      0.07            $      0.12
     Balance Sheet Data:
     Current Assets                       $   605,899            $   408,247
     Total Property & Equipment, Net      $   336,535            $   440,059
     Patents, Net                         $   409,868            $   456,712
     Net Deferred Tax Asset               $         0            $         0
     Total Assets                         $ 1,424,346            $ 1,376,967
     Total Current Liabilities            $   358,578            $   931,023
     Accumulated Deficit                  $13,458,631            $11,423,314

                                       19
<PAGE>
NINE MONTHS ENDED SEPTEMBER 30, 2005 (UNAUDITED) COMPARED TO NINE MONTHS ENDED
SEPTEMBER 30, 2004 (UNAUDITED)

REVENUES

Revenues for the nine months ended September 30, 2005 were $517,318 compared to
$544,804 for the same period in 2004, a decrease of 5%. This decrease in revenue
was the result of the increase in energy costs and climatic conditions
experienced in our markets.

COST OF SALES

Cost of goods sold for the nine months ended September 30, 2005 were
$325,167compared to $347,903 for the nine months ended September 30, 2004, a
decrease of 7%. 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 $415,577 for the nine months ended September 30, 2005
compared to $242,059 for the nine months ended September 30, 2004. 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.

OPERATING EXPENSES

Operating expenses increased 29% from $1,253,210 for the nine months ended
September 30, 2004 compared to $1,620,022 for the nine months ended September
30, 2005. The sales and marketing costs in this reporting period decreased to
$232,348 from $288,678 during the same period in 2004. The Company had a
decrease in research and development costs regarding its new machine, the M-216
Polymer Injector, during this reporting period of $126,976.

INCOME TAXES

The Company did not provide for income tax expense or provision for the period
ended September 30, 2005 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 $1,543,643 for the nine
months ended September 30, 2005 as compared to a net loss of $1,163,165 for the
nine months ended September 30, 2004. The loss is directly related to the
Company's increased general and administrative expenses from $710,019 in the
nine months ended September 30, 2004 to $1,261,803 for the nine months ended
September 30, 2005. The increase is directly related to common stock granted to
directors and certain employees valued at $224,208 as well as $199,008 expended
for investor relations and outside consulting services. The sales and marketing
efforts by the Company decreased by $56,330. The Company also decreased its
expenses for the research and development of the M-216 Polymer Injector by
$126,976. The Company continues to focus its efforts on developing strategic
alliances, marketing agreements, and distribution networks. Revenue from the

                                       20
<PAGE>
sale of agricultural products decreased from $544,804 for the nine months ended
September 30, 2004 to $517,318 for the nine months ended September 30, 2005.
This decrease in revenue was the result of the increase in energy costs and
climatic conditions experienced in our markets.

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 $28,870 and $18,635 at September 30, 2005 and
2004, respectively. Net cash used by operations was $1,181,859 for the period
ended September 30, 2005 compared to net cash used by operations of $1,144,493
for the comparable period ended September 30, 2004.

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. In February 2005, the
Company issued a $200,000 debenture convertible at a rate of $0.50 for one share
of common stock. At September 30, 2005, debentures consisted of $770,000 of 8%
per annum convertible debentures at a rate of $0.50 per share and $211,285 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 1,517,928 shares. Interest
expense for the nine months ended September 30, 2005 was $117,798 compared to
$108,881 for the nine months ended September 30, 2004.

During the nine months ended September 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. On April 7, 2005, the
Benz Group elected to convert 2,000,000 shares of Series A Preferred Stock of
the Company into 2,000,000 shares of common stock of the Company pursuant to the
terms of the Series A Preferred Stock.

On April 7, 2005, Benz Disposal Co. elected to convert its loan to the Company
which consisted of principal in the amount of $152,000 and interest in the
amount of $5,067 for a total of $157,067 into shares of common stock of the
Company at $0.40 per share for a total of 392,668 shares.

On April 7, 2005, FLD Corporation elected to convert its loan to the Company
which consisted of principal in the amount of $1,778,673 and interest in the
amount of $59,059 for a total of $1,837,732 into shares of common stock of the
Company at $0.40 per share for a total of 4,594,330 shares.

                                       21
<PAGE>
The Company has working capital (current assets less current liabilities) of
$247,321 as of September 30, 2005 compared to a deficit in working capital of
$(522,776) as of September 30, 2004. The working capital is primarily caused by
the conversion of current payables to equity.

As shown in the accompanying financial statements, the Company has incurred an
accumulated deficit of $(13,458,631) and has working capital of approximately
$247,321 as of September 30, 2005. 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 conduct a Regulation S offering
of $3,5000,000 during the nine months ended September 30, 2004. As of the date
of this Report, a gross amount of $2,710,922 has been raised in this financing.

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.

                                       22
<PAGE>
The Company has capitalized approximately $380,000 associated with the
construction of a demonstration injection machine. The Company is negotiating to
place the machine in service in 2005. 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 $409,868 at September 30, 2005.

On Aril 7, 2005, a noteholder converted all of his demand notes payable in the
amount of $1,930,673 plus interest in the amount of $64,126 into 4,986,998
shares of common stock of the Company.

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.

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<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. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

From August 16, 2005 through November 11, 2005, the Company sold 354,500 shares
of its common stock to 7 non-United States residents for gross proceeds of
$100,910. These transactions are exempt from registration under Regulation S of
the Securities Act of 1933 as no sales efforts were made in the United States.
All proceeds were used for operating capital.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

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

None.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

The following Exhibits are filed herein:

      No.                                 Title
      ---                                 -----
     10.1    Consulting Agreement with Telperion Business Consultants, LLC,
             September 6, 2005
     10.2    Strategic Alliance Agreement with UTEK Corporation, dated September
             28, 2005
     10.3    Advertising and Marketing Agreement with Hortus, Ltd., dated
             October 3, 2005
     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

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<PAGE>
                                   SIGNATURES

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

DATED: November 11, 2005                AMERICAN SOIL TECHNOLOGIES, INC.


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

                                       25