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, 2000

[ ] 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                                       95-4627685
-------------------------------                ---------------------------------
(State or other jurisdiction of                (IRS Employer Identification No.)
incorporation or organization)

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

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

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

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

As of May 8, 2000,  the number of shares of Common Stock issued and  outstanding
was 8,776,358.

Transitional Small Business Disclosure Format (check one):
Yes [ ] No [X]
<PAGE>
                        AMERICAN SOIL TECHNOLOGIES, INC.

                                      INDEX

                                                                           Page
                                                                          Number
                                                                          ------
PART I - FINANCIAL  INFORMATION

  Item 1. Financial Statements

          Independent Accountants' Review Report                             3

          Balance Sheets - March 31, 2000 and 1999                           4

          Statement of Operations - For the nine months
           and three months ended March 31, 2000 and 1999                    5

          Statement of Cash Flows - For the nine months
           and three months ended March 31, 2000 and 1999                    6

          Notes to Financial Statements                                      8

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


PART II - OTHER INFORMATION

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

SIGNATURES                                                                  17


                                       2
<PAGE>
                         PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS


[James C. Marshall, CPA, PC Letterhead]


                       INDEPENDENT AUDITOR'S REVIEW REPORT


To the Board of Directors

AMERICAN SOIL TECHNOLOGIES, INC.

We have reviewed the accompanying  balance sheets of American Soil Technologies,
Inc. and the related  statements of  operations,  and cash flows as of March 31,
2000 and 1999, and for the nine months and three months period then ended. These
financial statements are the responsibility of the company's management.

We conducted our review in accordance with standards established by the American
Institute  of  Certified  Public  Accountants.  A review  of  interim  financial
information consists principally of applying analytical  procedures to financial
data and making  inquiries of persons  responsible  for financial and accounting
matters. It is substantially less in scope than an audit conducted in accordance
with  generally  accepted  auditing  standards,  the  objective  of which is the
expression of an opinion  regarding the financial  statements  taken as a whole.
Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material  modifications that should
be made to the  accompanying  financial  statements for them to be in conformity
with generally accepted accounting principles.

We have  previously  audited,  in accordance  with generally  accepted  auditing
standards, the balance sheet of American Soil Technologies,  Inc. as of December
31,  1999 and 1998,  and the related  statements  of  operations,  stockholders'
equity,  and cash  flows for the  years  then  ended;  and in our  report  dated
February  18,  2000,  we expressed  an  unqualified  opinion on those  financial
statements.


                                        /s/ James C. Marshall, CPA, PC

Scottsdale, Arizona
May 9, 2000

                                       3
<PAGE>
                         American Soil Technologies, Inc
                     (formerly Soil Wash Technologies, Inc.)
                                 Balance Sheets
                                   (unaudited)

                                                             March 31,
                                                    ---------------------------
                                                       2000            1999
                                                    -----------     -----------
Assets

Current Assets:

Cash and cash equivalents                           $   438,628     $     2,781
Accounts and notes receivable                           302,343         580,287
Receivable from stockholder                             117,200         117,200
Inventory                                               160,676         109,124
Deposits and prepaid expenses                           140,379          29,064
                                                    -----------     -----------
  Total Current Assets                                1,159,226         838,456

Property, plant and equipment, net of
    accumulated depreciation                            734,499         746,293
Patents, licenses and rights                            750,069
Deferred tax asset                                    2,020,900       1,944,300
Other assets                                             33,242          26,304
                                                    -----------     -----------
  Total Assets                                      $ 4,697,936     $ 3,535,401
                                                    ===========     ===========

Liabilities and Stockholders Equity

Current Liabilities:

Accounts payable                                    $    88,556     $    61,183
Accrued expenses                                         18,381          29,948
Deferred income                                          15,855          37,104
Short term loans payable                                 76,918
Payable to stockholder                                   60,000
                                                    -----------     -----------
  Total Current Liabilities                             259,710         128,235

Reserve for remediation                                  50,000          50,000
Debentures payable                                      825,000
Payables to stockholders                                                299,671
                                                    -----------     -----------

  Total Liabilities                                   1,134,710         477,906

Stockholders' Equity:

Common stock                                              8,723           5,507
Additional paid in capital                            6,678,276       6,053,939
Retained earnings (deficit)                          (3,123,773)     (3,001,951)
                                                    -----------     -----------
  Total Stockholders' Equity                          3,563,226       3,057,495
                                                    -----------     -----------
  Total Liabilities and Stockholders' Equity        $ 4,697,936     $ 3,535,401
                                                    ===========     ===========

See accompanying notes to these financial statements.

                                       4
<PAGE>
                         American Soil Technologies, Inc
                     (formerly Soil Wash Technologies, Inc.)
                            Statements of Operations
                                   (unaudited)

<TABLE>
<CAPTION>
                                        For the nine months ended           For the three months ended
                                                March 31,                            March 31,
                                       ---------------------------         ---------------------------
                                           2000           1999                 2000           1999
                                       -----------     -----------         -----------     -----------
<S>                              <C>             <C>             <C>             <C>
Revenue:
Soil and water treatment               $ 1,358,869     $ 1,578,499         $   225,221     $   426,617
Hauling and miscellaneous Sales             92,035          95,301              55,605          25,308
                                       -----------     -----------         -----------     -----------
  Gross Revenue                          1,450,904       1,673,800             310,826         451,925

Cost of Operations

Materials and supplies                     394,058         462,497               6,345         303,864
Labor and payroll costs                    256,122         246,853              51,939          15,471
Facility costs                             118,504         168,993              19,642           8,634
Equipment and maintenance                  199,955         151,929              93,076          43,636
Miscellaneous and operating costs            3,380          29,061               3,070              37
                                       -----------     -----------         -----------     -----------
  Total Cost of Operations                 972,019       1,059,333             174,072         371,272
                                       -----------     -----------         -----------     -----------

  Gross Profit                             478,885         614,467             136,754          80,653

Sales and marketing                        200,335         122,323              40,701          27,769
Depreciation and amortization               87,639         125,024              19,102          36,630
General and administrative                 412,329         553,406             162,784         145,048
Interest expense                             9,283           1,118               8,579             628
                                       -----------     -----------         -----------     -----------
  Total Selling and
    Administrative Expense                 709,586         801,871             231,166         210,075
                                       -----------     -----------         -----------     -----------

Loss before benefit for income taxes      (230,701)       (187,404)            (94,412)       (129,422)

Benefit for income taxes                    89,700          72,900              36,700          50,300
                                       -----------     -----------         -----------     -----------

Net Income (Loss)                      $  (141,001)    $  (114,504)        $   (57,712)    $   (79,122)
                                       ===========     ===========         ===========     ===========
Loss per common share
  - basic                              $     (0.02)    $     (0.02)        $     (0.01)    $     (0.01)
                                       ===========     ===========         ===========     ===========
  - diluted                            $     (0.02)    $     (0.02)        $     (0.01)    $     (0.01
                                       ===========     ===========         ===========     ===========
Weighted average common shares
 outstanding
  - basic                                6,571,462       5,507,420           8,722,931       5,507,420
                                       ===========     ===========         ===========     ===========
  - diluted                              6,684,099       5,507,420           8,835,568       5,507,420
                                       ===========     ===========         ===========     ===========
</TABLE>

See accompanying notes to these financial statements.

                                       5
<PAGE>
                         American Soil Technologies, Inc
                     (formerly Soil Wash Technologies, Inc.)
                            Statements of Cash Flows
                                   (unaudited)

<TABLE>
<CAPTION>
                                                  For the nine months ended     For the three months ended
                                                          March 31,                       March 31,
                                                   ------------------------     ---------------------------
                                                     2000           1999            2000            1999
                                                   ---------      ---------       ---------       ---------
<S>                                               <C>           <C>           <C>           <C>
Cash Flow From Operating Activities:
  Net Income (Loss)                               $(141,001)      $(114,504)      $ (57,712)      $ (79,122)

Items Not Requiring Cash:
  Amortization and depreciation                      87,639         125,024          19,102          36,630
  Allowance for doubtful accounts                    18,116
  Benefit of income tax credit                      (89,700)        (72,800)        (36,700)        (50,300)
                                                  ---------       ---------       ---------       ---------
      Cash Flow (Used) by Operations               (124,946)        (62,280)        (75,310)        (92,792)

Adjustments To Reconcile Net Income (Loss)
 to Net Cash Used by Operating Activities:
  (Increase)/decrease in accounts receivable        450,522          61,912        (117,809)       (124,020)
  (Increase) in inventory                           (70,683)       (187,851)        (18,298)        (64,002)
  (Increase)/decrease in deposits and
   prepaid expenses                                   3,477         185,957         (39,053)        118,806
  (Increase)/decrease in other assets                10,222            (396)         10,222
  (Decrease)/increase in accounts payable           (68,455)         24,819        (190,710)         39,292
  (Decrease)/increase in accrued expenses           (88,213)       (131,218)          8,542         (68,549)
  (Decrease)/increase in deferred income           (405,202)       (295,118)         14,062            (667)
                                                  ---------       ---------       ---------       ---------
      Total Adjustments                            (168,332)       (341,895)       (333,044)        (99,140)

Net Cash Flow Used by Operating Activities         (293,278)       (404,175)       (408,354)       (191,932)
</TABLE>

                                       6
<PAGE>
<TABLE>
<CAPTION>
                                                   For the nine months ended      For the three months ended
                                                            March 31,                      March 31,
                                                    ------------------------       -------------------------
                                                       2000           1999            2000            1999
                                                    ---------      ---------       ---------       ---------
<S>                                                <C>           <C>           <C>           <C>
Cash Flow Used by Investing Activities:

Addition of property, plant and equipment            (50,297)        (84,001)        (22,372)        (16,678)
                                                   ---------       ---------       ---------       ---------
      Total Cash Used By Investing Activities        (50,297)        (84,001)        (22,372)        (16,678)

Cash Flow From Financing Activities:

Repayment of stockholder advances                   (146,890)
Advances from Stockholders                                           299,671                         152,781
Issuance of Convertible debentures                   825,000                         825,000
                                                   ---------       ---------       ---------       ---------
      Total Cash Flow Provided By
        Financing Activities                         678,110         299,671         825,000         152,781
                                                   ---------       ---------       ---------       ---------
Net increase/(decrease) in cash and
 cash equivalents                                    334,535        (188,505)        394,274         (55,829)

Cash at beginning of period                          104,093         191,376          44,354          58,610
                                                   ---------       ---------       ---------       ---------

Cash at end of period                              $ 438,628       $   2,871       $ 438,628       $   2,781
                                                   =========       =========       =========       =========
</TABLE>

See accompanying notes to these financial statements.

                                       7
<PAGE>
                        AMERICAN SOIL TECHNOLOGIES, INC.
                     (FORMERLY SOIL WASH TECHNOLOGIES, INC.)
     NOTES TO FINANCIAL STATEMENTS FOR THE NINE MONTHS ENDED MARCH 31, 2000
                                   (UNAUDITED)

NOTE 1 - THE COMPANY

American Soil Technologies,  Inc.,  formerly Soil Wash Technologies,  Inc., (the
"Company")  was  incorporated  in California  on September  22, 1993.  Effective
December 31, 1999 the Company completed the reverse  acquisition and acquisition
described  herein and  changed  its name from Soil Wash  Technologies,  Inc.  to
American  Soil  Technologies,  Inc. and changed its state of domicile to Nevada.
During 1999 and 1998 the Company operated as Soil Wash Technologies, Inc.

Note 2- Summary of significant accounting policies

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

LINE OF BUSINESS

The Company is primarily  engaged in nonhazardous soil and water remediation for
commercial business.

REVENUE RECOGNITION

Revenue is generally recognized upon tons processed and freight upon shipment to
the customer or upon completion of the services and is fully earned.

ACCOUNTS RECEIVABLE

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

INVENTORY

Inventory is stated at the lower of cost or market,  generally being  determined
on a first-in,  first-out basis. Inventory consists of materials consumed in the
soil and water remediation process.

                                       8
<PAGE>
                        AMERICAN SOIL TECHNOLOGIES, INC.
                     (FORMERLY SOIL WASH TECHNOLOGIES, INC.)
     NOTES TO FINANCIAL STATEMENTS FOR THE NINE MONTHS ENDED MARCH 31, 2000
                                   (UNAUDITED)

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

PROPERTY, PLANT AND EQUIPMENT

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

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

PATENTS, LICENSES AND RIGHTS

The  company is  amortizing  the  patents  acquired  in the  December  31,  1999
acquisition over a straight-line method over seventeen years.

INCOME TAXES

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

NOTE 3 - PROPERTY, PLANT AND EQUIPMENT

Depreciation  and amortization for the nine months ended March 31, 2000 and 1999
is $87,639 and $125,024, respectively.

Property plant and equipment consist of the following:

                                                      March 31,       March 31,
                                                        2000            1999
                                                    -----------     -----------

Production equipment                                $   923,587     $   854,747
Office equipment, furniture and fixtures                 59,544          53,045
Vehicles                                                 95,872          46,332
Leasehold improvements                                  528,793         520,003
                                                    -----------     -----------
                                                      1,607,796       1,474,127
Less accumulated depreciation and amortization         (873,297)       (727,834)
                                                    -----------     -----------
                                                    $   734,499     $   746,293
                                                    ===========     ===========

                                       9
<PAGE>
                        AMERICAN SOIL TECHNOLOGIES, INC.
                     (FORMERLY SOIL WASH TECHNOLOGIES, INC.)
     NOTES TO FINANCIAL STATEMENTS FOR THE NINE MONTHS ENDED MARCH 31, 2000
                                   (UNAUDITED)

NOTE 4 - CONVERTIBLE DEBENTURES

In the quarter ended March 31, 2000,  the Company  authorized the issuance of an
aggregate  of  $1,325,000  of  convertible   debentures  with  interest  payable
quarterly  at 10 percent  per annum.  The stock is  convertible  to stock of the
Company at a rate of one share for each three dollars converted.  The debentures
mature  in the  first  calendar  quarter  of  2002.  All of the  debentures  are
subscribed  and at  March  31,  2000  the  outstanding  balance  of the  debt is
$825,000.  If all debt is converted the Company  would issue 441,667  shares and
based on the current  outstanding balance 275,000 would be issued if the holders
elect to convert.

NOTE 5 - RELATED PARTY DEBT

The notes payable  stockholders  and other payables to  stockholders  are due to
significant  shareholders  of the Company and their  affiliates.  Repayments the
nine months ended March 31, 2000 was $146,890.  The ending balances at March 31,
2000 and 1999, were $60,000 and $299,671, respectively. Interest expense for the
periods was $740, and $1,118, respectively.

NOTE 6 - COMMITMENT AND CONTINGENCIES

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

The Company has various operating lease obligations which monthly payments.  The
Company has month to month leases for its plant sites and equipment.  During the
nine months  ended March 31, 2000 and 1999 the  aggregate  lease  payments  were
$191,000 and $236,000,  respectively. The Company expects the leases to continue
or be replaced  and that the ongoing  lease costs will  approximate  the current
levels.

In  conjunction  with  the  lease  of the land  associated  with  the  operating
facilities,  the Company is obligated to remediate  the property to its original
condition.  The Company has provided a reserve to restore the property. At March
31,  2000 and 1999 the Company  has  reserved  $50,000 and $50,000 to defray the
final  cost of at lease  termination.  The  lease  is month to month  and can be
terminated by either party with notice to the other.

NOTE 7 - INCOME TAXES

At March  31,  2000 and 1999,  the  Company  has  approximately  $4,953,000  and
$4,832,000  of net  operating  losses  available  to offset  future  income  tax
liability.  The reserve for remediation is not deductible for tax purposes until
paid and therefore the Company will have a deduction of the amount actually paid
in the future.  There is no certainty as to the timing of such  recognition  nor
that the Company will be able to fully utilized these differences.

                                       10
<PAGE>
                        AMERICAN SOIL TECHNOLOGIES, INC.
                     (FORMERLY SOIL WASH TECHNOLOGIES, INC.)
     NOTES TO FINANCIAL STATEMENTS FOR THE NINE MONTHS ENDED MARCH 31, 2000
                                   (UNAUDITED)

NOTE 7 - INCOME TAXES (continued)

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

                                                        March 31,     March 31,
                                                          2000          1999
                                                       ----------     ----------
Tax effects of reserves for doubtful accounts
  and remediation                                      $   49,200     $   19,500
Tax effects of carryforward benefits:
  Net operating loss carryforwards                      1,971,700      1,924,800
                                                       ----------     ----------
Tax effects of carryforwards
Tax effects of future taxable differences and
  carryforwards                                         2,020,900      1,944,300
                                                       ----------     ----------
Net deferred tax asset                                 $2,020,900     $1,944,300
                                                       ==========     ==========

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

         Expiration                                     Amount
         ----------                                     ------

            2008                                    $  130,000
            2009                                     1,074,000
            2010                                     1,058,000
            2011                                     1,016,000
            2012                                       915,000
            2018                                       510,000
            2019                                       156,000
            2020                                        94,000
                                                    ----------
               Total                                $4,953,000
                                                    ==========

Management  believes  that it is more  likely  than not that  the  Company  will
realize the  benefits of the deferred  tax credits  before each expires  through
2020,  therefore,  no valuation  reserve has been  provided for this against the
asset.

                                       11
<PAGE>
                        AMERICAN SOIL TECHNOLOGIES, INC.
                     (FORMERLY SOIL WASH TECHNOLOGIES, INC.)
     NOTES TO FINANCIAL STATEMENTS FOR THE NINE MONTHS ENDED MARCH 31, 2000
                                   (UNAUDITED)

NOTE 8 - COMMON STOCK

At March 31,  2000,  the  Company  has  8,722,931  share  outstanding  after the
issuance of 3,215,511 on December 31, 1999 for the acquisitions described herein
and 5,507,420 shares  outstanding as a result of the stock split at December 31,
1999. At December 31, 1999, in conjunction  with the  acquisitions,  the Company
has 25,000,000 shares authorized and the outstanding  shares were increased by a
stock  split of 45.90 for 1 to the  original  stockholders  of the  Company  and
changed the par value per share to $0.001.  In  accordance  with SFAS 128,  this
split has been  retroactively  recorded  as of July 1, 1998.  Additionally,  the
capitalization  of notes and advances payable to shareholders has  retroactively
been capitalized in the amount of $5,451,129 as part of that same transaction.

NOTE 9 - 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,  2000 and  1999,  the  weighted
average number of shares  outstanding  after giving effect to the stock split in
1999 was  6,571,462  and  5,507,420,  respectively.  The dilutive  effect of the
debentures  outstanding  increased  the weighted  average  share to 6,684,099 at
March 31, 2000, resulted in the same loss per share as the basic loss per share.

NOTE 10 - REORGANIZATION AND ACQUISITION

On November 24, 1999,  the Company  entered into an exchange  agreement  for the
reverse  acquisition of New Directions  Manufacturing,  Inc. ("New  Directions")
wherein New  Directions  would  acquire the assets of the Company and change its
name to American Soil  Technologies,  Inc. This exchange agreement was effective
as of the close of business on  December  31,  1999.  Under the  agreement,  New
Directions  would  sell to one of its  directors  the  operating  subsidiary  in
exchange for the  cancellation of options and the shareholders of New Directions
would  receive  one  share  of  the  Company  for  each  fifteen  shares  of New
Directions.  The existing officers and directors of New Directions  resigned and
officers and directors  nominated by the Company were  appointed.  The Company's
financial year end was changed to June 30.

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

                                       12
<PAGE>
                        AMERICAN SOIL TECHNOLOGIES, INC.
                     (FORMERLY SOIL WASH TECHNOLOGIES, INC.)
                          NOTES TO FINANCIAL STATEMENTS

NOTE 10 - REORGANIZATION AND ACQUISITION (continued)

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

Assets:
   Cash                                           $   8,672
   Inventory                                         25,380
   Deposits and prepaid expenses                      3,973
   Property, plant and equipment                     60,980
   Patents, licenses and rights                     761,269
   Other assets                                       5,925
                                                  ---------
     Total Assets                                   866,199

Liabilities:
   Current liabilities                             (211,742)
   Long-term liabilities                            (26,904)
                                                  ---------
Fair value of acquisitions                        $ 627,553
                                                  =========

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

As a result of the closing of these  acquisitions  on  December  31,  1999,  the
accompanying  financial  statements  do not include the results of operations of
the acquired  entities for any period.  The unaudited pro forma  financial  data
does not  purport  to  represent  what the  Company's  results  from  continuing
operations  would actually have been had the transactions in fact occurred as of
an earlier date, or project the results for any future date or period.

                                                            March 31
                                                  -----------------------------
Pro Forma (unaudited)                                2000               1999
                                                  -----------       -----------

Revenue                                           $ 1,466,631       $ 1,733,553
Cost of goods sold                                  1,002,560         1,095,714
                                                  -----------       -----------
   Gross profit                                       464,071           637,839

Expenses
   Selling, general and administrative               (769,200)         (874,918)
   Interest expense                                   (10,979)           (2,334)
                                                  -----------       -----------
Loss from Operations                                 (316,108)         (239,413)
Tax Benefit                                            89,700            72,900
                                                  -----------       -----------
Net income (Loss)                                 $  (226,408)      $  (166,513)
                                                  ===========       ===========
Loss per share                                    $     (0.03)      $     (0.02)
                                                  ===========       ===========
Weighted average number of shares                   8,722,931         8,722,931
                                                  ===========       ===========

                                       13
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
        RESULTS OF OPERATIONS

Caution Regarding Forward-Looking Information

This  quarterly   report  contains   certain   forward-looking   statements  and
information relating to the Company that are based on the beliefs of the Company
or management as well as assumptions made by and information currently available
to  the  Company  or  management.   When  used  in  this  document,   the  words
"anticipate,"   "believe,"   "estimate,"   "expect"  and  "intend"  and  similar
expressions,  as they relate to the Company or its  management,  are intended to
identify forward-looking statements. Such statements reflect the current view of
the  Company   regarding  future  events  and  are  subject  to  certain  risks,
uncertainties  and  assumptions,  including the risks and  uncertainties  noted.
Should  one or more of  these  risks or  uncertainties  materialize,  or  should
underlying assumptions prove incorrect,  actual results may vary materially from
those  described  herein  as  anticipated,   believed,  estimated,  expected  or
intended. In each instance,  forward-looking information should be considered in
light of the accompanying meaningful cautionary statements herein.

                                       14
<PAGE>
OVERVIEW

During the quarter  ended March 31, 2000,  the  Company's  efforts were directed
toward  securing  interim  financing  through  issuance of  debentures,  opening
regional  sales  offices,  hiring  regional  managers  and key  top  executives,
completing  a  series  of  Agriblend   product   installations   and   corporate
presentations,  and consolidating the administrative and management functions of
the Agriblend and Soil Wash Divisions.

       RESULTS OF OPERATIONS - THREE MONTHS ENDED MARCH 31, 2000 AND 1999

The Company had  revenues  during the quarter  ended March 31, 2000 of $310,826,
which  consisted  of a  Technology  Licensing  Agreement  of $33,000,  Agriblend
product  installations  of $62,804,  and revenues  from soil wash  operations of
$129,417.  Cost of revenue  for the quarter  ended March 31, 2000 was  $174,072,
leaving a gross  profit of $136,754.  Losses from the Soil Wash  Division can be
largely  attributed  to  postponement  of  delivery of  contaminated  soil under
contract  from  major  developments  in  downtown  San  Diego.  Losses  from the
Agriblend Division can largely be attributed to start-up costs related to hiring
personnel and  establishing  branch offices and to promotional  costs associated
with sales and marketing.

     RESULTS OF OPERATIONS - NINE MONTHS ENDED MARCH 31, 2000 AND 1999

Revenues  for the nine months ended March 31, 2000 were lower as a result of the
postponement  of  delivery  of  contaminated  soil  under  contract  from  major
developments in downtown San Diego in the third quarter.  The operations for the
first two  quarters  reflect  only the  operations  of the Company  prior to the
Agriblend acquisition.

                                       15
<PAGE>
     LIQUIDITY AND CAPITAL RESOURCES

Cash and cash  equivalents  totaled  $438,628  and $2,781 at March 31,  2000 and
1999,  respectively.  Net cash used by  operations  was $408,354 for the quarter
ended March 31, 2000 compared to $191,932 for the comparable quarter ended March
31, 1999. In preparing for  distribution  of its products in foreign  countries,
the Company expended  approximately $30,000 for patent registrations and related
legal work.

During the quarter  ended March 31, 2000,  the Company  raised  $1,325,000  from
private placement of Debentures,  of which $825,000 had been funded at March 31,
2000 and the  balance is due by fiscal  year end June 30,  2000.  As a result of
these  proceeds,  the Company has working  capital  (current assets less current
liabilities)  of $899,516 as of March 31,  2000  compared to working  capital of
$189,080 as of December 31, 1999.

To date, the Company has financed its operations principally through the sale of
Debentures.  The Company  believes that it has  sufficient  cash to continue its
operations  through  December 31, 2000, and anticipates that cash generated from
projected sales and an anticipated  private  placement during the quarter ending
June 30, 2000 will enable it to fulfill its projected operational budget for the
fiscal  year 2001.  There can be no  assurance,  however,  that the  Company can
obtain sufficient capital on acceptable terms, if at all. Failure to obtain such
capital  likely would affect  adversely the  Company's  ability to continue as a
going concern, or at a minimum negatively impact the Company's ability to timely
meet its business objectives.

The Company's  working  capital and other capital  requirements  during the next
fiscal year and thereafter will vary based on a number of factors, including: 1)
the sales revenue generated by the Agriblend Division; 2) the level of sales and
marketing  activities related to domestic sales from the Agriblend Division;  3)
the level of distributor  support related to development of international  sales
associated  with  the  Agriblend   Division  and;  4)  continuing   delivery  of
contaminated soil to and revenue from the Soil Wash Division.

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

                                       16
<PAGE>
                          PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

     To the  best  knowledge  of  management,  there is no  material  litigation
pending or threatened against the Company.

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

     During the  quarter  the  Company  sold or  committed  to sell  convertible
debentures  with an aggregate face amount of $1,325,000 due in the first quarter
of 2002. The debentures have an interest rate of ten percent per annum,  payable
quarterly.  The debentures are convertible into common stock of the Company at a
rate of one share for every three  dollars of debentures  surrendered.  At March
31, 2000 there was $825,000 of debentures outstanding.  If all of the debentures
are funded,  the holders  will have the right to exchange the  debentures  for a
total of 441,667 shares. If no additional  amounts are funded the holders of the
$825,000 will have the right to exchange their holdings for 275,000 shares.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

     None

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

     None.

ITEM 5. OTHER INFORMATION

     None.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

     The following documents are filed as part of this report:

     1.   The following Exhibits are filed herein:

          4.1  Convertible Debenture - Lump Sum Contribution (Form)
          4.2  Convertible Debenture - Incremental (Form)
          27.1 Financial Data Schedule

     2.   Reports on Form 8-K filed:

     On January 14, 2000,  the Company filed a Form 8-K  disclosing its exchange
transaction with New Directions Manufacturing,  Inc., stock split, and change in
officers.

     On March  13,  2000,  the  Company  filed an  Amendment  to its Form 8-K of
January 14, 2000, filing the required  financial  statements for its transaction
with New Directions Manufacturing, Inc.

                                       17
<PAGE>
                                   SIGNATURES

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


                                        AMERICAN SOIL TECHNOLOGIES, INC.


DATED: May 15, 2000                     By: /s/ Neil C. Kitchen
                                            ------------------------------------
                                            Neil C. Kitchen, President, Chief
                                            Executive Officer


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

                                       18