SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB


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


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

    For the transition period from June 30, 2003 to September 30, 2003

                        Commission File Number: 000-22855


                        AMERICAN SOIL TECHNOLOGIES, INC.
        (Exact name of small business issuer as specified in its charter)

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

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

                                 (626) 793-2435
                           (Issuer's telephone number)

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

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

As of  November  7,  2003 the  number  of shares  of  Common  Stock  issued  and
outstanding was 9,096,585.

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

                                                                           Page
                                                                          Number
                                                                          ------

PART I - FINANCIAL INFORMATION                                              3

Item 1.  Financial Statements (Unaudited)                                   3

         Balance Sheet -September 30, 2003                                  3

         Statements of Operations -
         For the three months ended September 30, 2003 and 2002             4

         Statements of Stockholders' Equity -
         For the three months ended September 30, 2003 and 2002             5

         Statements of Cash Flow -
         For the three months ended September 30, 2003 and 2002             6

         Notes to Financial Statements                                      7

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

Item 3.  Internal Controls                                                 17

                           PART II - OTHER INFORMATION

Item 1.  Legal Proceedings                                                 18
Item 2.  Changes in Securities                                             18
Item 3.  Defaults Upon Senior Securities                                   18
Item 4.  Submission of Matters to a Vote of Security Holders               18
Item 5.  Other Information                                                 18
Item 6.  Exhibits and Reports on Form 8-K                                  18

SIGNATURES                                                                 19

                                       2
<PAGE>
                         PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

                        American Soil Technologies, Inc.
                                  Balance Sheet
                               September 30, 2003
                                   (Unaudited)

                                     ASSETS
Current Assets
  Cash and cash equivalents                                         $    61,876
  Accounts and notes receivable                                          80,840
  Receivables from affiliates and employees                              60,000
  Inventory                                                             139,260
                                                                    -----------
  Total Current Assets                                                  341,976
                                                                    -----------

  Property, plant and equipment, net of accumulated depreciation        296,934
  Patents, net of amortization                                          529,389
  Deferred income tax asset                                           2,283,000
  Other assets                                                            4,107
                                                                    -----------

Total Assets                                                        $ 3,455,406
                                                                    ===========

                      LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
  Accounts payable                                                  $   278,273
  Debentures payable                                                     12,652
                                                                    -----------
  Total Current Liabilities                                             290,925
                                                                    -----------

Long-term Liabilities
  Debentures payable                                                    800,429
  Note payable                                                          502,000
                                                                    -----------

Total Liabilities                                                     1,593,354
                                                                    -----------
Stockholders' Equity
  Series A Preferred Stock, prime rate, $0.50 stated value
   preferred stock, 10,000,000 shares authorized;
   4,763,699 shares issued and outstanding                            2,381,849
  Common stock, $0.001 par value, 100,000,000 shares
   authorized; 9,096,585 shares issued and outstanding                    9,097
  Additional paid-in capital                                          7,069,252
  Retained earnings (deficit)                                        (7,598,146)
                                                                    -----------

 Total Stockholders' Equity                                           1,862,052
                                                                    -----------

Total Liabilities and Stockholders' Equity                          $ 3,455,406
                                                                    ===========

              See accompanying notes to these financial statements

                                       3
<PAGE>
                        American Soil Technologies, Inc.
                             Statement of Operations
                  For the Three Months Ended September 30, 2003
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                              For the three months ended
                                                                     September 30,
                                                           -------------------------------
                                                              2003                2002
                                                           -----------         -----------
<S>                                                        <C>                 <C>
REVENUE:
   Operating revenue                                       $    46,557         $    30,781
                                                           -----------         -----------
     GROSS REVENUE                                              46,557              30,781
                                                           -----------         -----------

COST OF OPERATIONS:
   Materials and supplies                                       22,207              11,938
   Labor and payroll costs                                       5,102                  --
   Facility costs                                                1,278               1,302
   Equipment and maintenance                                     3,674                  --
   Depreciation and amortization                                20,697              11,198
                                                           -----------         -----------
     TOTAL COSTS OF OPERATIONS                                  52,958              24,438
                                                           -----------         -----------

GROSS INCOME (LOSS)                                             (6,401)              6,343
                                                           -----------         -----------

Sales & marketing costs                                          2,964               9,377
General & administrative costs                                 220,850             282,597
Interest expense                                                21,301              37,413
Research & development                                          30,772              33,713
                                                           -----------         -----------
     SALES AND ADMINISTRATIVE COSTS                            275,887             363,100
                                                           -----------         -----------

Net loss from operations                                      (282,288)           (356,757)

Gain on disposition of assets                                       --                 737
Interest income                                                     --                 139
                                                           -----------         -----------

Net loss before benefit of income taxes                       (282,288)           (355,881)

Income tax credit (provision)                                       --                  --
                                                           -----------         -----------

Loss before discontinued operations                           (282,288)           (355,881)

Discontinued Operation
   Gain on disposal of discontinued operations, net                 --              36,190
                                                           -----------         -----------

NET INCOME (LOSS)                                          $  (282,288)        $  (319,691)
                                                           ===========         ===========
Loss per share:
   Basic loss per common share                             $     (0.03)        $     (0.03)
                                                           ===========         ===========

   Weighted average shares outstanding                       9,096,585           9,258,782
                                                           ===========         ===========
</TABLE>

          See accompanying notes to these financial statements

                                       4
<PAGE>
                        American Soil Technologies, Inc.
                        Statement of Stockholders' Equity
                  For the Three Months Ended September 30, 2003
                                   (Unaudited)

<TABLE>
<CAPTION>
                                     Preferred Stock          Common Stock     Additional
                                --------------------      ------------------    Paid-in     Accumulated
                                Shares        Amount      Shares      Amount    Capital       Deficit        Total
                                ------        ------      ------      ------    -------       -------        -----
<S>                           <C>          <C>          <C>          <C>       <C>          <C>           <C>
Balance at July 1, 2002                                  9,258,782    $9,259   $7,125,859   $(6,279,985)  $  855,133

Net Loss                                                                                       (319,691)    (319,691)
                              ----------   -----------   ---------    ------   ----------   -----------   ----------

Balance at September 30, 2002         --   $        --   9,258,782    $9,259   $7,125,859   $(6,599,676)  $  535,442
                              ==========   ===========   =========    ======   ==========   ===========   ==========


Balance at July 1, 2003        4,763,699   $ 2,381,849   9,096,585    $9,097   $7,069,252   $(7,315,858)  $2,144,340

Net Loss                                                                                       (282,288)    (282,288)
                              ----------   -----------   ---------    ------   ----------   -----------   ----------

Balance at September 30, 2003  4,763,699   $ 2,381,849   9,096,585    $9,097   $7,069,252   $(7,598,146)  $1,862,052
                              ==========   ===========   =========    ======   ==========   ===========   ==========
</TABLE>

              See accompanying notes to these financial statements

                                       5
<PAGE>
                        American Soil Technologies, Inc.
                             Statement of Cash Flows
                 For the Threes Months Ended September 30, 2003
                                   (Unaudited)

                                                     For the three months ended
                                                             September 30,
                                                     --------------------------
                                                       2003              2002
                                                     ---------        ---------

Cash Flows From Operating Activities
  Net income (loss)                                  $(282,288)       $(319,691)
  Adjustments to reconcile net income (loss) to net
  cash provided (used) by operating activities
   Amortization and depreciation                        20,697           11,198
   Gain on sale of assets, net                              --          (36,927)
  Change in assets and liabilities:
   Accounts receivable                                  80,172            9,186
   Receivables from affiliates and employees               539               --
   Inventory                                          (120,626)           4,266
   Other assets                                             --            7,738
   Accounts payable                                    154,381           46,244
   Accrued expenses                                     (6,441)           7,899
                                                     ---------        ---------
Net Cash Provided (Used) by Operating Activities      (153,566)        (270,087)
                                                     ---------        ---------
Cash Flows From Investing Activities
  Addition of property, plant and equipment           (147,118)          (2,318)
  Proceeds from sale of assets                              --           66,499
                                                     ---------        ---------
Net Cash Provided (Used) by Investing Activities      (147,118)          64,181
                                                     ---------        ---------
Cash Flows From Financing Activities
  Proceeds from notes payable                          350,000
  Redemption of debentures                              (3,046)              --
  Net borrowings on notes payable affiliates                --          213,501
                                                     ---------        ---------
Net Cash Provided (Used) by Financing Activities       346,954          213,501
                                                     ---------        ---------

NET INCREASE (DECREASE) IN CASH                         46,270            7,595

CASH AT BEGINNING OF PERIOD                             15,606           43,155
                                                     ---------        ---------

CASH AT END OF PERIOD                                $  61,876        $  50,750
                                                     =========        =========

Supplemental Disclosures
  Cash paid during this period for:
    Interest                                         $  21,301        $  37,413
                                                     =========        =========

              See accompanying notes to these financial statements

                                       6
<PAGE>
                        American Soil Technologies, Inc.
                          Notes to Financial Statements
             For the three months ended September 30, 2003 and 2002
                                   (Unaudited)


The unaudited financial statements included herein were prepared from the
records of the Company and transactions in accordance with generally accepted
accounting principles and reflect all adjustments which are, in the opinion of
management, necessary to provide a fair statement of the results of operations
and financial position for the interim periods. Such financial statements
generally conform to the presentation reflected in the Company's Form 10-KSB
filed with the Securities and Exchange Commission for the year ended June 30,
2003. The current interim period reported herein should be read in conjunction
with the Company's Form 10-KSB.

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

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

NOTE 1 - THE COMPANY

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

GOING-CONCERN CONSIDERATIONS

As shown in the accompanying financial statements, the Company has incurred an
accumulated deficit of $7,598,146, continuing losses and working capital of
approximately $51,051 as of September 30, 2003. The ability of the Company to
continue as a going concern is dependent on obtaining additional capital and
financing and operating at a profitable level. The Company intends to seek
additional capital either through debt or equity offerings and to increase sales
volume and operating margins to achieve profitability. The financial statements
do not include any adjustments that might be necessary if the Company is unable
to continue as a going concern. The independent auditor's report on the
financial statements for the year ended June 30, 2003 expressed substantial
doubt about the ability of the Company to continue as a going-concern.

DISCONTINUED OPERATIONS

In June 2001, the Company sold its book of business for soil remediation in San
Diego, California. In May 2002, the Company decided to not pursue relocation and
startup of a new location. In connection with the discontinuance of this segment
of the business, the Company realized an operating loss of $119,350 for the
three months ended September 30, 2001. During the nine months ended March 31,
2003, the Company sold substantially all of the assets held for sale and
realized a gain of $63,743. The Company has recognized this income after the
cost recovery of the carrying basis of the assets held for sale. Some assets
remain held for sale and additional sales, if any, will result in additional
gain on disposition of assets. The disposition of the soil remediation
operations represented the disposal of a business segment in accordance with
SFAS 144, Accounting for Impairment or Disposal of Long-lived Assets.
Accordingly, results of this operation have been classified as discontinued, and
prior periods have been restated, including the allocation of overhead charges.

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


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

LINE OF BUSINESS

The Company is primarily engaged in the production and sale of soil enhancement
products for the agricultural community.

CASH AND CASH EQUIVALENTS

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

REVENUE RECOGNITION

Revenue is recognized from the soil enhancement products upon sale and shipment,
or if the sale includes installation, upon completion of the installation
process.

ACCOUNTS RECEIVABLE

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

INVENTORY

Inventory is stated at the lower of cost or market, generally being determined
on a first-in, first-out basis. Inventory consists of agricultural finished
products and raw materials held for sale.

PROPERTY, PLANT AND EQUIPMENT

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

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

PATENTS

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

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


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

INCOME TAXES

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

ESTIMATES

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

IMPAIRMENT OF LONG-LIVED ASSETS

During the year ended June 30, 2003 and the quarter ended September 30, 2003,
the Company accounted for impairment of long-lived assets in accordance with
Statement of Financial Accounting Standards No. 144, "Accounting for the
Impairment or Disposal of Long-Lived Assets," ("SFAS No. 144") issued in
October, 2001. SFAS No. 144 requires that entities report discontinued
operations separately from continuing operations and those long-lived assets to
be disposed of be valued at their fair value which is net of cost of disposal.

IMPACT OF RECENTLY ISSUED ACCOUNTING STANDARDS

In June 2001, the FASB issued Statement No. 142, "Goodwill and Other Intangible
Assets" (SFAS No. 142). This statement establishes accounting and reporting
standards for goodwill and intangibles for years commencing after December 15,
2001. Whether already acquired or subsequently acquired after the effective
date, companies are required to identify intangibles with finite lives and those
with indefinite lives. Those intangibles with finite lives are to be amortized
over the estimated useful lives of the assets while those with indefinite lives
are not to be amortized. Goodwill is not to be amortized. Each intangible or
goodwill asset should be analyzed at least annually for impairment where the
carrying value is in excess of the fair value of the intangibles and in excess
of the implied fair value in the case of goodwill assets. The asset's carrying
value is to be reduced by a charge to income if the fair value is lower than the
carrying value. The Company has applied the standards of this statement and it
has had no effect on the results of operations. The impact of implementation of
SFAS No. 142 is not material.

In May 2003, the FASB issued Statement No. 150, "Accounting for Certain
Financial Instruments with Characteristics of Both Liabilities and Equity" (SFAS
No. 150). This statement requires issuers to account for certain financial
instruments as liabilities that previously could be accounted for as equity and
expands related disclosure requirements. SFAS No. 150 is effective for financial
instruments entered into or modified after May 31, 2003, and otherwise is
effective at the beginning of the first interim period beginning after June 15,
2003. Management does not believe that the adoption of this statement has a
material impact on the Company's financial position or results of operations.

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


NOTE 3 - PROPERTY, PLANT AND EQUIPMENT AND PATENTS

Depreciation and amortization of property, plant, equipment and patents for the
three months ended September 30, 2003 and 2002 was $20,697 and $11,198.

Property plant and equipment consist of the following:

                                                                September 30,
                                                                    2003
                                                                 ---------
     Production equipment                                        $ 315,563
     Office equipment, furniture and fixtures                       13,288
                                                                 ---------
                                                                   328,851
        Less accumulated depreciation and amortization             (31,917)
                                                                 ---------
                                                                 $ 296,934
                                                                 =========

Accumulated amortization of patent costs was $149,828 and $109,873 at September
30, 2003 and 2002, respectively. Amortization of capitalized patent costs for
the three months ended September 30, 2003 and 2002 was $9,989 and $9,989,
respectively.

NOTE 4 - CONVERTIBLE DEBENTURES

The debentures mature in the first calendar quarter of 2005. All of the
debentures were subscribed and at September 30, 2003 and 2002 the outstanding
balance of the debt was $813,081 and $825,000, respectively. $575,000 of the
debentures bear interest at 8.0% per annum and are convertible at a rate of $.50
per share and $238,081 of the debentures bear interest at 10% per annum and are
convertible at a rate of $3.00 per share. If all of the remaining debentures are
converted, the Company would issue an additional 1,229,361 shares. Interest
expense for the three months ended September 31, 2003 and 2002 was $17,549 and
$17,750, respectively.

NOTE 5 - RELATED PARTY TRANSACTIONS

The Company has loans payable to companies in which a major shareholder of the
Company owns a substantial interest. The loans are due on demand, subject to
such demand not interfering with the operations and needs of the Company. The
interest rates are the prime rate charged to the lender by its bank. During the
quarters ended September 30, 2003 and 2002 interest paid was $3,752 and $19,629.

During the quarter ended March 31, 2003, one of the companies agreed to convert
all of the outstanding debt to Series A Preferred Stock, which resulted in the
issuance of 4,763,699 shares with a stated value of $0.50 per share. The
dividend rate is equal to the prime rate for the period the Series A Preferred
Shares are outstanding if and when declared by the Company. The Series A
Preferred shares are convertible into shares of common stock on a one-for-one
basis.

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


NOTE 6 - INCOME TAXES

At September 30, 2003 and 2002, the Company has approximately $9,699,000 and
$8,724,000 of net operating losses available to offset future federal income tax
liability and $2,642,000 and $2,429,000 of net operating losses available to
offset future state income tax liability. There is no certainty as to the timing
of such recognition nor that the Company will be able to fully utilize these
differences. For financial purposes, a valuation allowance of $107,000 and
$122,000 has been recognized to offset the deferred tax assets related to
federal and state losses recorded for the three months ended September 30, 2003
and 2002.

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

                                                September 30,      September 30,
                                                    2003               2002
                                                -----------        -----------
     Tax effects of carryforward benefits:
       Net operating loss carryforwards         $ 3,517,000        $ 3,167,000
                                                -----------        -----------
     Net deferred income tax assets before
      valuation allowance                         3,517,000          3,167,000
     Less valuation allowance                    (1,234,000)          (901,000)
                                                -----------        -----------
     Net deferred tax asset                     $ 2,283,000        $ 2,306,000
                                                ===========        ===========

Income tax benefits for the three months ended September 30, 2003 and 2002
include the following components:

                                                September 30,      September 30,
                                                    2003               2002
                                                -----------        -----------

     Income Taxes:
       Federal                                   $  96,000          $ 108,000
       State                                        11,000             14,000
                                                 ---------          ---------
     Total income tax benefit                      107,000            122,000
     Valuation allowance                          (107,000)          (122,000)
                                                 ---------          ---------
     otal income tax benefit (provision)         $      --          $      --
                                                 =========          =========

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

                                       11
<PAGE>
                        American Soil Technologies, Inc.
                          Notes to Financial Statements
                                   (Unaudited)


OTE 6 - INCOME TAXES (CONTINUED)

                                      Federal             State
         Expiration                    Amount            Amount
         ----------                    ------            ------
             2003                 $        --        $    78,000
             2004                          --            279,000
             2005                          --            481,000
             2006                          --          1,016,000
             2007                     130,000            506,000
             2008                   1,074,000            282,000
             2009                   1,058,000                 --
             2010                   1,016,000                 --
             2012                     915,000                 --
             2017                     510,000                 --
             2018                     156,000                 --
             2019                     558,000                 --
             2020                     961,000                 --
             2021                   2,026,000                 --
             2022                   1,013,000                 --
             2023                     282,000                 --
                                  -----------        -----------
            Total                 $ 9,699,000        $ 2,642,000
                                  ===========        ===========

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

NOTE 7 - COMMON STOCK

At September 30, 2003 and 2002, the Company had 9,096,585 and 9,258,782 shares
outstanding, respectively. The Company has 100,000,000 shares of $0.001 par
value authorized.

NOTE 8 - LOSS PER COMMON SHARE

Loss per share of common stock has been computed based on the weighted average
number of shares outstanding. As of September 30, 2003 and 2002, the weighted
average number of shares outstanding was 9,096,585 and 9,258,782, respectively.
There were no dilutive items outstanding; therefore, basic and diluted losses
per share are the same.

NOTE 9 - SERIES A PREFERRED STOCK

The Company has 10,000,000 shares authorized. At September 30, 2003, the Company
has 4,763,699 shares of $0.50 stated value Series A Preferred Stock outstanding.
All of the shares were issued for the conversion of debt to preferred stock on
March 31, 2003. The holder has the option to convert to common stock at a rate
of one share of common 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 have no voting rights.

                                       12
<PAGE>
                        American Soil Technologies, Inc.
                          Notes to Financial Statements
                                   (Unaudited)


NOTE 9 - SERIES A PREFERRED STOCK (CONTINUED)

DIVIDENDS

Preferred shareholders are entitled to receive preferential quarterly dividends
equal to the prime rate per share, when and if declared by the Board, 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 due to
the financial situation of the Company, 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 shares are entitled to be paid 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 the common stock or any other
class or series of capital stock.

NOTE 10 - STOCK OPTION PLAN

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 as
Inventive Stock Options or Nonstatutory Stock Options. The plan anticipates
qualifying under Section 423 of the Internal Revenue Code of 1986, as amended,
as an "employee stock purchase plan." The purchase price of the common stock
subject to the Incentive Stock Option shall not be less than the fair market
value at the date of the grant, or in the case of a principal stockholder, not
less than 110% of the fair value at the date of the grant. The purchase price of
the common stock subject to each Nonstatutory Stock Option shall be determined
at the time such option is granted, but in no case less than 100% of the fair
value at such date. 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 the grant and 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 time of the grants was $0.12. At September 30, 2003, the 1,310,000
stock options outstanding were vested and 690,000 stock options were available
for issuance.

No stock-based employee compensation cost is reflected in either the 2002 or
2003 net loss, 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.

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

The following discussion and analysis should be read in conjunction with the
Company's financial statements, including the notes thereto, appearing elsewhere
in this Report.

FORWARD-LOOKING STATEMENTS

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

OVERVIEW

American Soil Technologies, Inc. began business as Soil Wash Technologies, Inc.
in September 1993 to develop and provide non-hazardous soil remediation services
to businesses and developers in southern California. On December 31, 1999, the
Company acquired the patents and operating rights to certain polymer based soil
enhancements designed to increase production and reduce costs to the agriculture
industry. During the fiscal year ended June 30, 2001, the Company discontinued
operations of its soil remediation business. During the fiscal years ended June
30, 2002, and June 30, 2003, the Company devoted substantial resources,
including executive time and money, to the development of strategic
relationships and contracts for the marketing and distribution of its polymer
products.

                                       14
<PAGE>
RESULTS OF OPERATIONS

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


                                       Three Months Ended    Three Months Ended
                                       September 30, 2003    September 30, 2002
                                       ------------------    ------------------
                                           (unaudited)
(unaudited)
Statement of Operations Data:
  Revenue                                  $   46,557           $   30,781
  Loss from Continuing Operations          $ (282,288)          $ (355,881)
  Income (Loss) from Discontinued
   Operations                              $        0           $  (36,190)
  (Net Loss)                               $ (282,288)          $ (319,691)
  (Net Loss) Per Share                     $    (0.03)          $    (0.03)
Balance Sheet Data:
  Current Assets                           $  341,976           $  253,402
  Total Property & Equipment, Net          $  296,934           $   27,779
  Patents, Net                             $  529,389           $  569,343
  Deferred Tax Asset                       $2,283,000           $2,603,000
  Total Assets                             $3,455,406           $3,162,535
  Total Current Liabilities                $  290,925           $  924,592
  Accumulated Deficit                      $7,598,146           $6,599,676
  Stockholders Equity                      $1,862,052           $  535,442

THREE MONTHS ENDED SEPTEMBER 30, 2003 (UNAUDITED) COMPARED TO THREE MONTHS ENDED
SEPTEMBER 30, 2002 (UNAUDITED)

REVENUES

Revenues from operations for the three months ended September 30, 2003 were
$46,557 compared to $30,781 for the same period in 2002, an increase of 34%.

COST OF SALES

Cost of goods sold increased from $24,438 for the three months ended September
30, 2002 to $52,958 for the three months ended September 30, 2003, excluding the
sale of the Company's Soil Wash division operations. This is an increase of 54%.

INVENTORY

The Company believes that adequate supplies of raw materials are available to
meet its current and anticipated requirements without disruption of its delivery
chain. The Company intends to add additional storage and distribution facilities
as necessary to accommodate increases in sales, provide for timely delivery and
maintain an efficient supply process.

                                       15
<PAGE>
OPERATING EXPENSES

Operating expenses decreased 15% over the same period in 2002. These decreases
are due to lower interest charges in that a large portion of the debt has been
converted to equity, less research and development expenses, and lower general
and administrative costs. On an annual basis, the Company expects that costs
will increase based on three quarters of operating under our new distribution
agreements but these relationships as a percentage of sales should decline as
the expected sales volume increases annually. Likewise, on an annual basis the
administrative costs are expected to increase as a full year of operations is
experienced in that the Company has more products and two distinct markets to
administer, agriculture and turf. It is also anticipated that costs associated
with public companies will increase. Interest expense is expected to increase in
the next year as a result of the interest on the convertible debentures and
other debt of the Company.

INCOME TAXES

The Company has recognized an income tax benefit in prior periods of its
operating losses based on the Company's expectation that it will realize
sufficient income in the future, the next twenty years, to utilize the benefits
of the net operating loss carry forward and therefore reduced cash outlay for
taxes in future periods. For the current three months, the Company recorded a
valuation reserve of $107,000 to fully reduce the tax benefit for this period
and has recognized a cumulative valuations reserve in the current and prior
periods of $1,234,000. With the disposition of a major segment of the business,
the Company believes that deferral of the recognition of any additional benefit
of the net operating loss carry forward until its remaining revenue sources are
determined to be sufficient to generate income to offset the already recorded
benefit of $2,283,000.

NET LOSS

The Company experienced a net loss from continuing operations of $282,288 for
the three months ended September 30, 2003 as compared to a net loss from
continuing and discontinued operations of $319,691 for the three months ended
September 30, 2002, for the reasons detailed above, including: (1) a decrease in
operating costs in 2003 and (2) the 2002 gain on disposal of discontinued
operations of $36,190. The Company continues to focus its efforts on developing
strategic alliances, marketing agreements, and distribution networks. Revenue
from the sale of agricultural products increased from $30,781 for the three
months ended September 30, 2002 to $46,557 for the three months ended September
30, 2003. However, since these arrangements are new and untested, it is
uncertain whether these actions will be sufficient to produce net operating
income.

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 $61,876 and $50,750 at September 30, 2003 and
2002, respectively. Net cash used by operations was $153,566 for the period
ended September 30, 2003 compared to net cash used by operations of $270,087 for
the comparable period ended September 30, 2002.

                                       16
<PAGE>
In March 2000, the Company authorized the issuance of an aggregate of $1,325,000
of convertible debentures with interest payable quarterly at 10% per annum. The
convertible debentures are convertible to common stock of the Company at a rate
of one share for each three dollars converted. The debentures matured in the
third and fourth calendar quarters of 2002; however they were extended until the
first quarter of 2005. All of the debentures were subscribed and at September
30, 2003 and 2002 the outstanding balances of the debt were $813,081 and
$825,000 respectively. During 2001, $250,000 of debentures was converted into
83,334 shares of stock and during 2002 the Company redeemed $500,000 of
debentures and issued $250,000 of debentures. At September 30, 2003 debentures
consisted of $575,000 of 8% per annum convertible debentures at a rate of $0.50
per share and $238,081 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
1,229,361 shares. Interest expense for the three months ended September 30, 2003
and 2002 was $17,549 and $17,750, respectively.

The Company has working capital (current assets less current liabilities) of
$51,051 as of September 30, 2003 compared to a deficit in working capital of
$611,190 as of September 30, 2002. The positive change in working capital is
because the debentures payable are no longer current.

As shown in the accompanying financial statements, the Company has incurred an
accumulated deficit of $7,598,146 and has working capital of $51,051 as of
September 30, 2003. The ability of the Company to continue as a going concern is
dependent on obtaining additional capital and financing and operating at a
profitable level. The Company intends to seek additional capital either through
debt or equity offerings and to increase sales volume and operating margins to
achieve profitability. To date, the Company has financed its operations
principally through its sales activities and the placement of convertible
debentures as well as loans from its principal shareholder. The Company's
working capital and other capital requirements during the next fiscal year and
thereafter will vary based on the sales revenue generated by the recent
accumulation of additional products and the distribution and sales network the
Company has created and will continue to grow.

The Company will consider both the public and private sale of securities and or
debt instruments for expansion of its operations if such expansion would benefit
the overall growth and income objectives of the Company. Should sales growth not
materialize, the Company may look to these public and private sources of
financing. There can be no assurance, however, that the Company can obtain
sufficient capital on acceptable terms, if at all. Under such conditions,
failure to obtain such capital likely would at a minimum negatively impact the
Company's ability to timely meet its business objectives.

ITEM 3.  CONTROLS AND PROCEDURES

Our Chief Executive Officer, President, and Chief Financial Officer (the
"Certifying Officers") are responsible for establishing and maintaining
disclosure controls and procedures for the Company. The Certifying Officers have
designed such disclosure controls and procedures to ensure that material
information is made known to them, particularly during the period in which this
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.

                                       17
<PAGE>
                           PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

To the best knowledge of management, there are no legal proceedings pending or
threatened against the Company.

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

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

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:

 No.                                 Title
 ---                                 -----
31.1    Certification of Chief Executive Officer Pursuant to the Securities
        Exchange Act of 1934, Rules 13a-14 and 15d-14, as adopted pursuant to
        Section 302 of the Sarbanes-Oxley Act of 2002

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

32      Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to
        Section 906 of the Sarbanes-Oxley Act of 2002

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

                                       18
<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 10, 2003                AMERICAN SOIL TECHNOLOGIES, INC.


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


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

                                       19