SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  FORM 10-QSB/A


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

    For the quarterly period ended September 30, 2002

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

    For the transition period from __________ to __________

                        Commission File Number: 000-22855


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

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

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

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

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

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

As of November 11, 2002, the number of shares of Common Stock issued and
outstanding was 9,258,782.

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

                                      INDEX

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

Item 1. Financial Statements (Unaudited)

        Balance Sheet - September 30, 2002                                   1

        Statements of Operations - For the three months ended
        September 30, 2002 and 2001                                          2

        Statements of Stockholders' Equity - For the three months
        ended September 30, 2002 and 2001                                    3

        Statements of Cash Flow - For the three months ended
        September 30, 2002 and 2001                                          4

        Notes to Financial Statements                                        5

Item 2. Management's Discussion and Analysis of Financial
        Conditions and Results of Operations                                11

Item 3. Internal Controls 14

PART II - OTHER INFORMATION

Item 1. Legal Proceedings                                                   15
Item 2. Changes in Securities                                               15
Item 3. Defaults Upon Senior Securities                                     15
Item 4. Submission of Matters to a Vote of Security Holders                 15
Item 5. Other Information                                                   15
Item 6. Exhibits and Reports on Form 8-K                                    15

SIGNATURES                                                                  16
<PAGE>
                         PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

                        American Soil Technologies, Inc.
                                 Balance Sheets
                                   (unaudited)

                                                                   September 30,
                                                                       2002
                                                                   -------------
                                     ASSETS
CURRENT  ASSETS
  Cash and cash equivalents                                        $    50,750
  Accounts and notes receivable                                         24,561
  Receivables from affiliates and employees                             71,844
  Deposits and prepaid expenses                                         25,000
  Inventory                                                             81,247
                                                                   -----------
       TOTAL CURRENT ASSETS                                            253,402

Property, plant and equipment, net of
 accumulated depreciation                                               27,779
Patents, net of amortization                                           569,343
Deferred income tax asset                                            2,306,000
Other assets                                                             6,010
                                                                   -----------
       TOTAL  ASSETS                                               $ 3,162,535
                                                                   ===========

                      LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT  LIABILITIES
  Accounts  payable                                                $    84,331
  Accrued expenses                                                      15,261
  Debentures payable                                                   825,000
                                                                   -----------
       TOTAL CURRENT LIABILITIES                                       924,592
                                                                   -----------

Notes payable affiliate                                              1,702,501
                                                                   -----------
       TOTAL  LIABILITIES                                            2,627,093
                                                                   -----------

STOCKHOLDERS' EQUITY
  Common Stock                                                           9,259
  Additional paid-In capital                                         7,125,859
  Retained earnings (deficit)                                       (6,599,676)
                                                                   -----------
       TOTAL  STOCKHOLDERS' EQUITY                                     535,442
                                                                   -----------
       TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                  $ 3,162,535
                                                                   ===========

See accompanying notes to these financial statements.

                                       1
<PAGE>
                        American Soil Technologies, Inc.
                            Statements of Operations
                                   (unaudited)

                                                   For the three months ended
                                                         September 30,
                                                  -----------------------------
                                                      2002              2001
                                                  -----------       -----------

Revenue                                           $    30,781       $     2,995

Cost of sales                                          13,240            60,395
                                                  -----------       -----------

GROSS PROFIT (LOSS)                                    17,541           (57,400)

Sales & marketing costs                                 9,377             1,631
Depreciation and amortization                          11,198             2,008
General & administrative costs                        282,597           131,304
Interest expense                                       37,413            35,042
Research and development                               33,713             9,469
                                                  -----------       -----------
SALES AND ADMINISTRATIVE COSTS                        374,298           179,454
                                                  -----------       -----------

Operating loss                                       (356,757)         (236,854)
                                                  -----------       -----------

Interest income                                           139               104
Gain on disposition of assets                             737                --
                                                  -----------       -----------

Loss before income tax provision                     (355,881)         (236,750)
Income tax credit                                          --                --
                                                  -----------       -----------

Loss from continuing operations                      (355,881)         (236,750)
                                                  -----------       -----------
Discontinued operations:
  Loss from discontinued operations                        --          (119,350)
  Gain (loss) on disposal of assets, net               36,190                --
                                                  -----------       -----------

NET (LOSS)                                        $  (319,691)      $  (356,100)
                                                  ===========       ===========
Basic loss per share:
  Loss from continuing operations                 $     (0.04)      $     (0.03)
                                                  ===========       ===========
  Net loss                                        $     (0.03)      $     (0.04)
                                                  ===========       ===========

Weighted average shares outstanding                 9,258,782         9,071,585
                                                  ===========       ===========

See accompanying notes to these financial statements.

                                       2
<PAGE>
                        American Soil Technologies, Inc.
                        Statement of Stockholders' Equity
                                   (unaudited)

<TABLE>
<CAPTION>
                                         Common Stock          Additional
                                     ----------------------      Paid-in      Accumulated
                                     Shares          Amount      Capital        Deficit          Total
                                     ------          ------      -------        -------          -----
<S>                               <C>           <C>          <C>            <C>             <C>
Balance at June 30, 2001            9,021,585     $  9,022     $ 7,014,378    $(4,248,072)    $ 2,775,328

Net loss                                                                         (356,100)       (356,100)
                                  -----------     --------     -----------    -----------     -----------

Balance at September 30, 2001       9,021,585     $  9,022     $ 7,014,378    $(4,604,172)    $ 2,419,228
                                  ===========     ========     ===========    ===========     ===========

Balance at June 30, 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
                                  ===========     ========     ===========    ===========     ===========
</TABLE>

See accompanying notes to these financial statements.

                                       3
<PAGE>
                        American Soil Technologies, Inc.
                             Statement of Cash Flow
                                   (unaudited)

                                                     For the three months ended
                                                           September 30,
                                                     --------------------------
                                                       2002             2001
                                                     ---------        ---------
CASH FLOW FROM OPERATING ACTIVITIES:
  Net loss                                           $(319,691)       $(356,100)
  Adjustments to reconcile net loss to net cash
   used by operating activities:
    Amortization and depreciation                       11,198           37,879
    Gain on sale of assets, net                        (36,927)              --
  Change in assets and liabilities:
    Accounts receivable                                  9,187           32,731
    Deposits and prepaid expenses                           --          (11,556)
    Inventory                                            4,266             (228)
    Other assets                                         7,738               --
    Accounts payable                                    46,244          (25,004)
    Accrued expenses                                     7,899              (16)
                                                     ---------        ---------
Net Cash Flow Used by Operating Activities            (270,086)        (322,294)
                                                     ---------        ---------
CASH FLOW USED BY INVESTING ACTIVITIES:
  Addition of property, plant & equipment               (2,318)          (1,567)
  Proceeds from sale of assets                          66,499               --
                                                     ---------        ---------
Total Cash Flow Used by investing activities            64,181           (1,567)
                                                     ---------        ---------
CASH FLOW FROM FINANCING ACTIVITIES:
  Loan repayments
  Proceeds from notes payable                            8,990
  Net borrowings on notes payable affiliates           213,501          285,000
                                                     ---------        ---------
Total Cash Flow from Financing Activities              213,501          293,990
                                                     ---------        ---------

Net change in cash                                       7,596          (29,871)
Cash at Beginning of Period                             43,155           36,412
                                                     ---------        ---------
Cash at End of Period                                $  50,750        $   6,541
                                                     =========        =========
Supplemental disclosure of cash flow information:
Cash payments during the period for:
  Interest                                           $  28,614        $  35,042
                                                     =========        =========

See accompanying notes to these financial statements.

                                       4
<PAGE>
                        American Soil Technologies, Inc.
                          Notes to Financial Statements
                                   (Unaudited)

The unaudited financial statements included herein were prepared from the
records of the Company and transactions in accordance with generally accepted
accounting principles and reflect all adjustments which are, in the opinion of
management, necessary to provide a fair statement of the results of operations
and financial position for the interim periods. Such financial statements
generally conform to the presentation reflected in the Company's Form 10-KSB
filed with the Securities and Exchange Commission for the year ended June 30,
2002. The current interim period reported herein should be read in conjunction
with the Company's Form 10-KSB.

The results of operations for the three months ended September 30, 2002 are not
necessarily indicative of the results that may be expected for the year ending
June 30, 2003. For the quarter ended September 30, 2001, certain amounts have
been reclassified to conform to the current presentation and the discontinued
operations.

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 $6,599,676 and has a deficit in working capital of
approximately $671,190 as of September 30, 2002. The ability of the Company to
continue as a going concern is dependent on obtaining additional capital and
financing and operating at a profitable level. The Company intends to seek
additional capital either through debt or equity offerings and to increase sales
volume and operating margins to achieve profitability. The financial statements
do not include any adjustments that might be necessary if the Company is unable
to continue as a going concern. The independent auditor's report on the
financial statements for the year ended June 30, 2002 expressed substantial
doubt about the ability of the Company to continue as a going-concern.

DISCONTINUED OPERATIONS

In June 2001, the Company sold its book of business for soil remediation in San
Diego, California. In May 2002, the Company decided to not pursue relocation and
startup of a new location. In connection with the discontinuance of this segment
of the business, the Company realized an operating loss of $119,350 for the
three months ended September 30, 2001. During the three months ended September
30, 2002, the Company sold some of the assets held for sale and realized a gain
of $36,190. 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 under 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.

                                       5
<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 and prior to June 30, 2001 the
non-hazardous soil and water remediation for commercial business.

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
     Leasehold improvements                           3-10 years

PATENTS

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

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.

                                       6
<PAGE>
                        American Soil Technologies, Inc.
                          Notes to Financial Statements
                                   (Unaudited)

NOTE 2- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

ESTIMATES

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

IMPAIRMENT OF LONG-LIVED ASSETS

The Company accounts for impairment of long-lived assets in accordance with
Statement of Financial Accounting Standards No. 121, "Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of"
("SFAS 121"). SFAS 121 requires that long-lived assets be reviewed for
impairment whenever events or changes in circumstances indicate that the book
value of the asset may not be recoverable. The Company evaluates on each balance
sheet date whether events or circumstances have occurred that indicate a
possible impairment. In accordance with SFAS 121, the Company uses an estimate
of the future undiscounted net cash flows of the related asset or asset group
over the remaining life in measuring whether the assets are recoverable.

IMPACT OF RECENTLY ISSUED ACCOUNTING STANDARDS

In June 2001, the FASB issued SFAS No. 142, "Goodwill and Other Intangible
Assets." This statement establishes accounting and reporting standards for
goodwill and intangibles for years commencing after December 15, 2001. Whether
already acquired or subsequently acquired after the effective date, companies
are required to identify intangibles with finite lives and those with indefinite
lives. Those intangibles with finite lives are to be amortized over the
estimated useful lives of the assets while those with indefinite lives are not
to be amortized. Goodwill is not to be amortized. Each intangible or goodwill
asset should be analyzed at least annually for impairment where the carrying
value is in excess of the fair value of the intangibles and in excess of the
implied fair value in the case of goodwill assets. The asset's carrying value is
to be reduced by a charge to income if the fair value is lower than the carrying
value. The Company has not determined the effect of this new standard which
becomes effective for the Company on July 1, 2002; however, at September 30,
2001, the Company has patent rights which are being amortized over the term of
the patent. The impact of implementation of SFAS No. 142 is not expected to be
material.

NOTE 3 - PROPERTY, PLANT AND EQUIPMENT AND PATENTS

Depreciation and amortization of property, plant and equipment for the three
months ended September 30, 2002 and 2001 is $1,209 and $27,890, respectively.

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

NOTE 3 - PROPERTY, PLANT AND EQUIPMENT AND PATENTS (continued)

Property plant and equipment consist of the following:

                                                 September 30,    September 30,
                                                    2002              2001
                                                -------------     -------------
    Production equipment                          $  2,452        $   902,744
    Office equipment, furniture and fixtures        30,768             72,041
    Vehicles                                            --             95,873
    Leasehold improvements                              --            528,793
                                                  --------        -----------
                                                    33,220          1,599,451
       Less accumulated depreciation and
        amortization                                (5,441)        (1,051,868)
                                                  --------        -----------

                                                  $ 27,779        $   547,583
                                                  ========        ===========

Amortization of capitalized patent costs since acquisition were $9,989 and
$9,989 for September 30, 2002 and 2001, respectively.

NOTE 4 - CONVERTIBLE DEBENTURES

The debentures mature in the fourth calendar quarter of 2002 and first calendar
quarter of 2003. All of the debentures were subscribed and at September 30, 2002
and 2001 the outstanding balances of the debt was $825,000 and $1,050,000,
respectively. $575,000 of the debentures bear interest at 8.0% per annum and are
convertible at a rate of $.050 per share and $250,000 of the debentures bear
interest at 10% per annum and are convertible at a rate of $3.00 per share. If
all of the remaining debentures are converted, the Company would issue an
additional 1,233,333 shares. Interest expense for the quarter ended September
30, 2002 and 2001 was $17,750 and $27,099, respectively.

NOTE 5 - RELATED PARTY TRANSACTIONS

The Company has a loan payable to a company in which a major shareholder of the
Company owns a substantial interest. The loan is due on demand, subject to such
demand not interfering with the operations and needs of the Company. The
interest rate is the prime rate charged the lender by its bank. During the
quarter ended September 30, 2002 and 2001 interest paid was $19,629 and $7,704,
respectively.

NOTE 6 - INCOME TAXES

At September 30, 2002 and 2001, the Company has approximately $8,724,000 and
$6,484,000 of net operating losses available to offset future federal income tax
liability and $2,429,000 and $1,601,000 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 $122,000 and
$121,000 has been recognized to offset the deferred tax assets related to
federal and state losses recorded for the quarter ended September 30, 2002 and
2001.

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

NOTE 6 - INCOME TAXES (continued)

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

                                               September 30,     September 30,
                                                    2002              2001
                                                -----------       -----------
     Tax effects of carryforward benefits:
       Net operating loss carryforwards         $ 3,167,000       $ 2,467,000
                                                -----------       -----------
     Net deferred income tax assets before
      valuation allowance                         3,167,000         2,467,000
     Less valuation allowance                      (901,000)         (161,000)
                                                -----------       -----------
     Net deferred tax asset                     $ 2,306,000       $ 2,306,000
                                                ===========       ===========

Income tax benefits for the quarters ended September 30, 2002 and 2001 include
the following components:

                                               September 30,     September 30,
                                                    2002              2001
                                                -----------       -----------

     Income Taxes:
       Federal                                   $ 108,000         $ 115,400
       State                                        14,000             5,600
                                                 ---------         ---------
     Total income tax benefit                      122,000           121,000
     Valuation allowance                          (122,000)         (121,000)
                                                 ---------         ---------
          Total income tax benefit (provision)   $      --         $      --
                                                 =========         =========

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

                                Federal               State
     Expiration                  Amount               Amount
     ----------                  ------               ------
         2003                 $       --            $  255,000
         2004                         --                78,000
         2005                         --               279,000
         2006                         --               481,000
         2007                         --             1,016,000
         2008                    130,000               160,000
         2009                  1,074,000                    --
         2010                  1,058,000                    --
         2011                  1,016,000                    --
         2012                    915,000                    --
         2018                    510,000                    --
         2019                    156,000                    --
         2020                    558,000                    --
         2021                    961,000                    --
         2022                  2,026,000                    --
          2023                   320,000                    --
                              ----------            ----------
        Total                 $8,724,000            $2,269,000
                              ==========            ==========

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

NOTE 6 - INCOME TAXES (continued)

Management believes that it is more likely than not that the Company will
realize the benefits of the deferred tax credits before each expires through
2023; therefore, no valuation reserve has been provided for this against the
asset.

NOTE 7 - COMMON STOCK

At September 30, 2002 and 2001, the Company has 9,258,782 and 9,021,585 shares
outstanding, respectively. The Company has 25,000,000 shares of $0.001 par value
authorized.

NOTE 8 - LOSS PER COMMON SHARE

Loss per share of common stock has been computed based on the weighted average
number of shares outstanding. As of September 30, 2002 and 2001, the weighted
average number of shares outstanding was 9,258,782 and 9,071,585, respectively.
There were no dilutive items outstanding; therefore, basic and diluted loss per
share are the same.

                                       10
<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," "shall," "will," "could," "expect," "estimate,"
"anticipate," "PLAN," "predict," "probable," "possible," "should," "continue,"
or similar terms, variations of those terms or the negative of those terms. The
forward-looking statements specified in the following information have been
compiled by our management on the basis of assumptions made by management and
considered by management to be reasonable. Our future operating results,
however, are impossible to predict and no representation, guaranty, or warranty
is to be inferred from those forward-looking statements.

OVERVIEW

American Soil Technologies, Inc. began business as Soil Wash Technologies, Inc.
in September 1993 to develop and provide nonhazardous soil remediation services
to businesses and developers in southern California. On 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. Prior to this acquisition, there was no infrastructure for sales,
marketing and distribution of the polymer product. During the fiscal year ended
June 30, 2001, the Company discontinued operations of its soil remediation
business. During the fiscal year ended June 30, 2002, the Company devoted
substantial resources, including executive time and money, to the development of
strategic relationships and contracts for the marketing and distribution of its
polymer products both nationally and worldwide.


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, 2002  September 30, 2001
                                             (unaudited)         (unaudited)
                                          ------------------  ------------------
Statement of Operations Data:
Revenue                                     $    30,781          $     2,995
Loss from Continuing Operations             $  (355,881)         $  (236,750)
Income (Loss) from Discontinued Operations  $    36,190          $  (119,350)
(Net Loss)                                  $  (319,691)         $  (356,100)
(Continuing Operations Loss) Per Share      $     (0.04)         $     (0.03)
(Discontinue Operations Loss) Per Share     $      0.01          $     (0.01)
(Net Loss) Per Share                        $     (0.03)         $     (0.04)
Balance Sheet Data:
Current Assets                              $   253,402          $   941,943
Total Property & Equipment, Net             $    27,779          $   547,583
Patents, Net                                $   569,343          $   609,297
Deferred Tax Asset                          $ 2,603,000          $ 2,603,000
Total Assets                                $ 3,162,535          $ 4,568,836
Total Current Liabilities                   $   924,592          $ 1,145,871
Accumulated Deficit                         $(6,599,676)         $(4,483,172)
Stockholders Equity                         $   535,442          $ 2,540,228

                                       11
<PAGE>
THREE MONTHS ENDED SEPTEMBER 30, 2002 (UNAUDITED) COMPARED TO THREE MONTHS
ENDED SEPTEMBER 30, 2001 (UNAUDITED)

REVENUES

Revenues from continuing operations for the three months ended September 30,
2002 were $30,781 compared to $2,995 for the same period in 2001. At June 30,
2001, the Company ceased operation of its soil wash division. Accordingly,
results of this segment of the business have been classified as discontinued,
and prior periods have been restated, including the allocation of overhead
charges.

COST OF SALES

Cost of goods sold decreased from $60,395 for the three months ended September
30, 2001 to $13,240 for the three months ended September 30, 2002, due to the
sale of the Company's Soil Wash division operations.

INVENTORY

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

OPERATING EXPENSES

Operating expenses increased 108% over the same period in 2001. These increases
are due to interest charges, more research and development expenses and
development of the sales base. On an annual basis, the Company expects that
costs will increase based on three quarters of operating under our new
distribution agreements but these relationship as a percentage of sales should
decline as the expected sales volume increases annually. Likewise, on an annual
basis the administrative costs are expected to increase as a full year of
operations is experienced in that the Company has more products and two distinct
markets to administer, agriculture and turf. It is also anticipated that costs
associated with public companies will increase. Interest expense is expected to
increase in the next year as a result of the interest on the convertible
debentures and other debt of the Company.

INCOME TAXES

The Company has recognized an income tax benefit of its current and prior
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 year, the Company recorded a valuation
reserve of $122,000 to fully reduce the tax benefit for this year. 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
carryforward until its remaining revenue sources are determined to be sufficient
to generate income to offset the already recorded benefit.

                                       12
<PAGE>
NET LOSS

The Company experienced a net loss of $(319,691) for the three months ended
September 30, 2002 as compared to a net loss of $(356,100) for the three months
ended September 30, 2001, for the reasons detailed above, including: (1)
increase in operating costs, (2) the 2001 loss from discontinued operations of
$(119,350), (3) gain for the 2002 quarter from disposition of assets held for
disposition of $36,190 and (4) adjustment of inventory in the 2001 quarter. 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 $2,995 for the three months ended September
30, 2001 to $30,781 for the three months ended September 30, 2002. However,
since these arrangements are new and untested, it is uncertain whether these
actions will be sufficient to produce net operating income for the fiscal year
2003.

SEASONALITY

The efforts of the Company in the United States have focused on the southern
states and therefore generally experience year round growing cycles, with the
sale of the agricultural products preceding the growing cycle of various crops.
International sales have not been sufficient enough or the geographic
distribution of sales concentrated enough to determine if a seasonal trend
exists although the initial indication is that the Company's markets will become
diverse and therefore not indicate significant seasonal variations. As the
Company expands into the residential and commercial markets nationally, it is
expected that the Company will experience some seasonal declines in sales during
the fall and winter quarters in less temperate climates.

LIQUIDITY AND CAPITAL RESOURCES

Cash and cash equivalents totaled $50,750 and $6,541 at September 30, 2002 and
2001, respectively. Net cash used by operations was $270,086 for the period
ended September 30, 2002 compared to net cash used by operations of $355,025 for
the comparable period ended September 30, 2001.

In March 2000, the Company authorized the issuance of an aggregate of $1,325,000
of convertible debentures with interest payable quarterly at 10% per annum. The
convertible debentures are convertible to common stock of the Company at a rate
of one share for each three dollars converted. The debentures matured in the
first calendar quarter of 2002. All of the debentures were subscribed and at
September 30, 2002 and 2001 the outstanding balances of the debt was $825,000
and $1,075,000, respectively. During 2001, $250,000 of debentures were converted
into 83,334 shares of stock and during 2002 the Company redeemed $500,000 of
debentures and issued $250,000 of debentures. At September 30, 2002 debentures
consisted of $575,000 of 8% per annum convertible debentures at a rate of $0.50
per share and $250,000 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
1,233,333 shares. Interest expense for the period ended September 30, 2002 and
2001 was $17,750 and $27,099, respectively.

The Company has a deficit in working capital (current assets less current
liabilities) of $611,190 as of September 30, 2002 compared to working capital
deficit of $203,928 as of September 30, 2001. This deficit is due primarily to
the current payable status of the debentures which is $825,000.

As shown in the accompanying financial statements, the Company has incurred an
accumulated deficit of $6,599,676 and has a deficit in working capital as of
September 30, 2002. 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

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<PAGE>
achieve profitability. To date, the Company has financed its operations
principally through the sales activities of the Soil Wash division and the
placement of convertible debentures. The Company's working capital and other
capital requirements during the next fiscal year and thereafter will vary based
on the sales revenue generated by the recent accumulation of additional products
and the distribution and sales network the Company has created and will continue
to grow.

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

ITEM 3. CONTROLS AND PROCEDURES

Our Chief Executive Officer, President, and Chief Financial Officer (the
"Certifying Officers") are responsible for establishing and maintaining
disclosure controls and procedures for the Company. The Certifying Officers have
designed such disclosure controls and procedures to ensure that material
information is made known to them, particularly during the period in which this
report was prepared. The Certifying Officers have evaluated the effectiveness of
the Company's disclosure controls and procedures within 90 days of the date of
this report and believe that the Company's disclosure controls and procedures
are effective based on the required evaluation. There have been no significant
changes in internal controls or in other factors that could significantly affect
internal controls subsequent to the date of their evaluation, including any
corrective actions with regard to significant deficiencies and material
weaknesses.

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<PAGE>
                           PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

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

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

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

None.

ITEM 5. OTHER INFORMATION

On September 26, 2002, the Company entered into a Distributorship Agreement with
Gigot Agra Services of Garden City, Kansas to distribute its products in a
300-mile radius from Garden City. The Agreement has an effective date of August
15, 2002.

On October 11, 2002, the Company entered into a Distributorship Agreement for
Turf and Lawn Care with X-Treme Green Landcare of West Hills, California.

On September 4, 2001 the Company announced that it intended to enter into an
exclusive distribution agreement for an injection machine developed by Lynn
Steadman. The Company will not proceed with its attempts to enter into said
exclusive distribution agreement.

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
         ---                             -----
       99.1   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.

       99.2   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.

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

                                       15
<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: December 3, 2002         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)

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