SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

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

                  For the quarterly period ended March 31, 2008

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

                        Commission File Number: 000-22855


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

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

                12224 Montague Street, Pacoima, California 91331
                    (Address of principal executive offices)

                                 (818) 899-4686
                          (Issuer's telephone number)

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

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

Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of "large accelerated filer," "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer [ ]                        Accelerated filer [ ]
Non-accelerated filer [ ]                          Smaller reporting company [X]
(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes [ ] No [X]

As of May 15, 2008, the number of shares of common stock issued and outstanding
was 55,992,717.

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

                                                                           Page
                                                                          Number
                                                                          ------

PART I - FINANCIAL INFORMATION

Item 1.  Consolidated Financial Statements (Unaudited)                       3

         Consolidated Balance Sheets as of March 31, 2008 and
         September 30, 2007                                                  3

         Consolidated Statements of Operations -
         For the three and six months ended March 31, 2008 and 2007          4

         Consolidated Statements of Cash Flow -
         For the three and six months ended March 31, 2008 and 2007          5

         Consolidated Notes to Financial Statements (Unaudited)              6

Item 2.  Management's Discussion and Analysis of Financial Conditions
          and Results of Operations                                         12

Item 3.  Qualitative and Quantitative Disclosures About Market Risk         15

Item 4.  Controls and Procedures                                            15

PART II - OTHER INFORMATION

Item 1.  Legal Proceedings                                                  16

Item 1A. Risk Factors                                                       16

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds        16

Item 3.  Defaults Upon Senior Securities                                    16

Item 4.  Submission of Matters to a Vote of Security Holders                17

Item 5.  Other Information                                                  17

Item 6.  Exhibits                                                           17

SIGNATURES                                                                  18

                                       2
<PAGE>
                         PART I - FINANCIAL INFORMATION

ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

                        AMERICAN SOIL TECHNOLOGIES, INC.
                           CONSOLIDATED BALANCE SHEETS
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                             March 31,            September 30,
                                                                               2008                   2007
                                                                           ------------           ------------
<S>                                                                        <C>                    <C>
Assets:

Current assets
  Cash and cash equivalents                                                $      4,646           $     34,855
  Accounts receivable, net of allowance of $47,759 and $61,128 at
   March 31, 2008 and September 30, 2007, respectively                          110,116                 61,008
  Inventories                                                                   204,632                250,066
  Prepaid expenses and other current assets                                      27,710                 32,975
                                                                           ------------           ------------
      Total current assets                                                      347,104                378,904

Property and equipment, net                                                     209,725                304,470
Deposits and other assets                                                       183,756                133,970
Goodwill                                                                        364,600                364,600
Intangible assets, net                                                        2,506,521              2,760,100
                                                                           ------------           ------------

Total assets                                                               $  3,611,706           $  3,942,044
                                                                           ============           ============

Liabilities and Stockholders' Deficit:

Current liabilities
  Accounts payable                                                         $    862,230           $    579,320
  Accrued liabilities                                                           280,756                195,148
  Notes payable                                                               1,890,779              1,788,997
  Capital lease obligations                                                      15,075                 19,956
  Derivative liability                                                            9,061                471,527
  Notes payable to related parties                                               72,973                 89,005
                                                                           ------------           ------------
      Total current liabilities                                               3,130,874              3,143,953

Capital lease obligations                                                        31,302                 39,147
Notes payable                                                                    96,730                206,096
Notes payable to related parties                                                784,631              1,035,303
                                                                           ------------           ------------
Total liabilities                                                             4,043,537              4,424,499
                                                                           ------------           ------------
Stockholders' deficit:
  Series A preferred stock, $0.50 stated value, 25,000,000 shares
   authorized, 2,763,699 shares issued and outstanding                        1,381,849              1,381,849
  Common stock, $0.001 par value, 100,000,000 shares authorized,
   55,952,717 and 52,674,574 shares issued and outstanding at
   March 31, 2008 and September 30, 2007, respectively                           55,992                 52,674
  Paid-in capital                                                            19,323,372             18,388,636
  Accumulated deficit                                                       (21,193,044)           (20,305,614)
                                                                           ------------           ------------
      Total stockholders' deficit                                              (431,831)              (482,455)
                                                                           ------------           ------------

Total liabilities and stockholders' deficit                                $  3,611,706           $  3,942,044
                                                                           ============           ============
</TABLE>

          See accompanying Notes to Consolidated Financial Statements.

                                       3
<PAGE>
                        AMERICAN SOIL TECHNOLOGIES, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                   Three Months Ended March 31,             Six Months Ended March 31,
                                                 -------------------------------         -------------------------------
                                                    2008                2007                2008                2007
                                                 -----------         -----------         -----------         -----------
                                                                      (restated)                              (restated)
<S>                                              <C>                 <C>                 <C>                 <C>
Revenue                                          $   214,746         $   254,939         $   296,925         $   399,974
Cost of goods sold (excluding amortization
 of intangible assets)                               110,582             163,148             170,004             289,706
                                                 -----------         -----------         -----------         -----------
Gross profit                                         104,164              91,791             126,921             110,268
                                                 -----------         -----------         -----------         -----------
Operating expenses:
General and administrative                           558,204             518,609             995,716             875,154
Sales and marketing                                   29,408              57,782              57,490             122,280
Amortization of intangible assets                     91,973             113,083             218,762             193,674
Impairment of intangible assets and goodwill              --                  --                  --           1,100,000
                                                 -----------         -----------         -----------         -----------
Total operating expenses                             679,585             689,474           1,271,968           2,291,108
                                                 -----------         -----------         -----------         -----------

Loss from operations                                (575,421)           (597,683)         (1,145,047)         (2,180,840)

Other (income) expense
Interest expense                                      89,218             416,085             186,010             557,700
Interest income                                           --                  (9)             (3,156)                 (9)
Change in fair value of derivative liability        (196,480)           (100,349)           (462,466)           (151,726)
Other                                                   (380)            (35,892)               (940)            (35,892)
(Gain) loss on sale of property and equipment          5,908                  --              22,935                (357)
                                                 -----------         -----------         -----------         -----------
Loss before income taxes                            (473,687)           (877,518)           (887,430)         (2,550,556)
Income tax provision (benefit)                            --                  --                  --            (364,000)
                                                 -----------         -----------         -----------         -----------

Net loss                                         $  (473,687)        $  (877,518)        $  (887,430)         (2,186,556)
                                                 ===========         ===========         ===========         ===========

Net loss per share basic and diluted             $     (0.01)        $     (0.02)        $     (0.02)        $     (0.06)
                                                 ===========         ===========         ===========         ===========
Weighted average common shares outstanding
 used in per share calculations                   55,727,937          36,714,919          54,888,501          34,417,284
                                                 ===========         ===========         ===========         ===========
</TABLE>


          See accompanying Notes to Consolidated Financial Statements.

                                       4
<PAGE>
                        AMERICAN SOIL TECHNOLOGIES, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                        Six months ended March 31,
                                                       ---------------------------
                                                          2008            2007
                                                       -----------     -----------
                                                                        (restated)
<S>                                                    <C>             <C>
Cash flows from operating activities:
  Net loss                                             $  (887,430)    $(2,186,556)
  Adjustments to reconcile net loss to net cash
    Loss on disposal of assets                              22,935              --
    Impairment of goodwill                                      --       1,100,000
    Depreciation and amortization                          315,138         402,600
    Stock-based compensation                                47,880              --
    Change in derivative liabilities                      (462,466)       (151,726)
    Amortization of debt discount                           34,318         391,733
  Changes in operating assets and liabilities:
    Accounts receivable                                    (49,108)         (9,294)
    Inventory                                               45,434         103,189
    Prepaid expenses and other assets                        5,479        (108,590)
    Accounts payable                                       283,510        (533,668)
    Accrued expenses                                        85,008          67,542
                                                       -----------     -----------
         Net cash used in operating activities            (559,302)       (924,770)
                                                       -----------     -----------
Cash flows from investing activities:
  Capital expenditures                                      (3,301)        (13,181)
  Proceeds from sale of assets                              13,552              --
  Deposit on real property                                 (50,000)             --
  Cash acquired in business acquisition                         --        (134,101)
                                                       -----------     -----------
         Net cash used in investing activities             (39,749)       (147,282)
                                                       -----------     -----------
Cash flows from financing activities:
  Proceeds from related party notes                        556,335       1,036,422
  Proceeds from the issuance of debt                       150,000          76,690
  Proceeds from the issuance of common stock                33,411              --
  Repayament on convertible debentures                          --              --
  Payments on capital lease obligations                    (12,726)        (10,040)
  Repayments on notes payable                             (158,178)         (9,393)
                                                       -----------     -----------
         Net cash provided by financing activities         568,842       1,093,679
                                                       -----------     -----------
         Net increase (decrease) in cash and
          cash equivalents                                 (30,209)         21,627

Cash and cash equivalents at beginning of period            34,855          14,577
                                                       -----------     -----------
Cash and cash equivalents at end of period             $     4,646     $    36,204
                                                       ===========     ===========

Supplemental disclosure of cash flow information:
  Cash paid during the period for interest             $   128,009     $    46,024
  Cash paid during the period for income taxes         $        --     $        --
Supplemental disclosure of non-cash investing and
financing activities:
  Common stock issued for business acquisition         $        --     $   414,000
  Issuance of convertible note for purchase of
   intellectual property                               $        --     $ 1,500,000
  Conversion of related party note into common stock   $ 1,600,000     $        --
</TABLE>

          See accompanying Notes to Consolidated Financial Statements.

                                       5
<PAGE>
                        AMERICAN SOIL TECHNOLOGIES, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2008
                                   (UNAUDITED)


1. BUSINESS

ORGANIZATION

American Soil  Technologies,  Inc. (the  "Company") is primarily  engaged in the
marketing  of polymer and other soil  amendments  to the  agricultural  turf and
horticulture  industries.  The  Company's  products  are used to decrease  water
usage,  increase nutrient retention in soil, enhance seed germination and sprout
emergence,  clarify ponds and increase the effectiveness of chemical fertilizers
and biological  additives.  The Company  recently  acquired the patent to a slow
release fertilizer to be used primarily in the turf segment of its business. The
Company  also  has  exclusive  license  rights  to the use of  patented  polymer
application techniques, as well as numerous patents on a unique machine designed
to inject  polymer and other liquid  products into existing turf and some crops.
The Company also expanded to provide next-generation and sustainable fertilizers
through  the  acquisition  of Smart  World  Organics,  Inc.  ("Smart  World") on
December  20, 2006.  Simultaneously,  the Company  entered into an  Intellectual
Property Purchase  Agreement with the founder of Smart World, Ray Nielsen,  that
included certain formulas originally believed to be proprietary and intellectual
properties  used in the  business of Smart World  Organics,  Inc.  The  formulas
acquired from Nielsen were deemed not to be proprietary and subsequently  deemed
to  be of  little  or no  value.  Smart  World  sells  homogenized  fertilizers,
non-toxic insect controls, plant protectants,  seed, soil and silage inoculants.
Smart World also provides  advanced,  custom-formulated  products  built to suit
unusual growing conditions and environments.

PENDING PROPERTY ACQUISITION

On November 27, 2007, the Company entered into a Purchase and Sale Agreement and
Joint Escrow Instructions to acquire real property in Pescadero,  California for
a  purchase   price  of   $5,400,000.   The  property  has  been  improved  with
approximately  700,000  square  feet of  greenhouses  and the  Company  plans to
continue to operate the property as a nursery. In connection with the agreement,
the  Company  deposited  $50,000  with  the  escrow  agent  of  which a  $10,000
non-refundable  deposit was released to the sellers.  In December  2007, per the
terms of the agreement, the Company was to have deposited an additional $100,000
into the escrow  account on or before  December  14, 2007 if the  Company's  due
diligence  had been  completed.  Said  due  diligence  has not  been  completed,
therefore  the deposit has not been made.  The remaining  $5,350,000  was due by
December 28, 2007, the original  closing date, then extended to May 27, 2008 for
additional  consideration  of $50,000.  As of the current  date,  the  remaining
amounts  payable  have not been  paid  because  the due  diligence  has not been
completed and the parties have  verbally  agreed to set the closing date as soon
as possible after the completion of the due diligence.

GOING CONCERN AND MANAGEMENT'S PLAN

The Company has sustained  significant  losses and has a working capital deficit
of $2,783,770 and an accumulated  deficit of $21,193,044,  as of March 31, 2008.
The  ability of the Company to continue  as a going  concern is  dependent  upon
obtaining additional capital and financing, and  generating  positive cash flows

                                       6
<PAGE>

from  operations.  The Company is currently  seeking  additional  capital either
through debt or equity  offerings and is attempting to increase sales volume and
operating  margins to achieve  profitability.  There are no assurances that such
financing will be obtained by management.  These factors raise substantial doubt
about the Company's  ability to continue as a going  concern.  The  consolidated
financial   statements   do  not  include  any   adjustments   relating  to  the
recoverability  and  classification  of asset carrying amounts or the amount and
classification  of liabilities that might result should the Company be unable to
continue as a going concern.

2. BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION

The consolidated financial statements of the Company are unaudited and have been
prepared in accordance  with  accounting  principles  generally  accepted in the
United  States of America for  interim  financial  information,  pursuant to the
rules and  regulations of the Securities and Exchange  Commission.  Notes to the
consolidated  financial  statements  which  would  substantially  duplicate  the
disclosures  contained in the audited  financial  statements for the most recent
fiscal year 2007 as reported in the Company's Form 10-KSB have been omitted. The
results of operations  for the three month and six month periods ended March 31,
2008 and 2007 are not  necessarily  indicative of the results to be expected for
the full year. All accounts and intercompany  transactions  have been eliminated
in  consolidation.  In the opinion of  management,  the  consolidated  financial
statements  include all adjustments,  consisting of normal  recurring  accruals,
necessary  to  present  fairly  the  Company's  financial  position,  results of
operations and cash flows.  These statements  should be read in conjunction with
the  financial  statements  and related  notes  which are part of the  Company's
Annual Report on Form 10-KSB for the nine month period ended September 30, 2007.

ESTIMATES

Estimates are periodically reviewed in light of changes in circumstances,  facts
and experience.  The effects of material revisions in estimates are reflected in
the consolidated financial statements  prospectively from the date of the change
in estimate in  accordance  with  Statement  of Financial  Accounting  Standards
("SFAS") No. 154, Accounting Changes and Error Corrections--A Replacement of APB
Opinion No. 20 and FASB Statement No. 3.

During the fourth quarter of fiscal 2007, the Company  changed the  amortization
period for  intangible  assets for patents and formulas from 15 years to a range
of  three  to  seven  years  depending  on  the  underlying   intangible  asset.
Management's  change in these estimates  resulted from refining certain formulas
and reassessment of the expected future benefit expected to be derived.

CHANGE IN FISCAL YEAR

On September 17, 2007, the Company  changed its fiscal year end from December 31
to September 30.

NET LOSS PER SHARE

Basic loss per share is calculated by dividing net loss by the weighted  average
common shares outstanding during the period. Diluted net loss per share reflects
the  potential  dilution  to basic  earnings  per share  that  could  occur upon
conversion  or  exercise  of  securities,  options or other such items to common

                                       7
<PAGE>
shares using the treasury  stock  method,  based upon the weighted  average fair
value of our common shares during the period.  For each period presented,  basic
and diluted  loss per share  amounts are  identical  as the effect of  potential
common shares is antidilutive.

The following is a summary of outstanding securities which have been excluded
from the calculation of diluted net loss per share because the effect would have
been antidilutive as of March 31:

                                                   2008              2007
                                                ----------        ----------
    Series A convertible preferred stock         2,763,699         2,763,699
    Stock options                                2,660,840           680,000
    Warrants                                       884,000         1,055,000
    Convertible debt                            22,323,308         8,175,951
                                                ----------        ----------
                                                28,631,847        12,674,650
                                                ==========        ==========

3. NOTES PAYABLE

CONVERTIBLE NOTES PAYABLE

On October  25,  2007,  the  Company  and  holders of an  aggregate  of $120,000
outstanding convertible notes agreed to extend the maturity date from October 1,
2007 to October 1, 2008. The Company also agreed to reduce the conversion  price
of the outstanding  principal balance from $0.30 to $0.10 while the market price
was $0.09 per  share.  The  Company  also  granted  to one  holder a warrant  to
purchase  100,000  shares of the Company's  common  stock.  The warrants have an
exercise  price of  $0.10  per  share  and  expire  two  years  from the date of
issuance.  The fair value of the warrants was approximately $6,267 as determined
by the Black-Scholes option pricing model using the following assumptions:

        Estimated fair value of underlying common stock        $0.09
        Exercise price                                         $0.10
        Expected life (in years)                                   2
        Risk-free interest rate                                 3.69%
        Expected volatility                                    146.9%
        Dividend yield                                             0%

Since the notes had matured, the Company determined the extensions represent the
issuance  of  new  notes.  No  modification  or  extinguishment  accounting  was
required.  The proceeds were  allocated  between the  convertible  notes and the
warrant  based on their  relative  fair  values and  resulted  in $24,816  being

                                       8
<PAGE>
allocated  to the  convertible  notes  payable and $5,184 to the  warrants.  The
resulting  discount  related to the warrants is being amortized over the life of
the convertible note.

$150,000 NOTE PAYABLE

On December 7, 2007,  the Company  issued a $150,000 face value  non-convertible
note due January 15, 2008  together  with 500,000  shares of common  stock.  The
proceeds  from the  issuance  of the  note  and  underlying  common  stock  were
allocated  based on their  relative fair value which resulted in a debt discount
of $31,579.  The Company  valued the common stock  issued at the closing  market
price of the Company's  common stock on the date of issuance.  The debt discount
is being  amortized over the term of the related debt.  During the three and six
months  ended  March  31,  2008  the  Company  amortized  $12,146  and  $31,579,
respectively to interest  expense.  The note was repaid in January 2008 by Diana
Visco, the Company's corporate secretary.

RELATED PARTY NOTES

During the six months  ended  March 31,  2008,  Diana  Visco  loaned the Company
$556,335, including the repayment of a $150,000 note. Included in this amount is
a loan on  February  8, 2008,  for  $382,451.  On March 13,  2008,  the  Company
executed a promissory note payable to Ms. Visco in the amount of $635,383, which
is due on September  30, 2009.  Interest is payable  monthly  based on the prime
rate. The aggregate amount due to Ms. Visco is $635,383 as of March 31, 2008.

4. PREFERRED STOCK

The Company has 25,000,000  shares of preferred stock  authorized.  At March 31,
2008,  the  Company  had  2,763,699  shares  of  $0.50  stated  value  Series  A
convertible preferred stock issued and outstanding.

5. COMMON STOCK

ISSUANCES OF COMMON STOCK

On October 29, 2007, FLD Corporation, an entity controlled by a former member of
the Company's board of directors and Ms. Diana Visco converted $800,000 of notes
payable into 1,757,143 shares of common stock at the original stated  conversion
prices ranging from $0.28 to $0.50 per share.

On  December 7, 2007,  the  Company  issued  500,000  shares of common  stock in
connection  with the issuance of a $150,000  note payable to an unrelated  third
party. See Note 3 for additional information.

On December 31, 2007,  the Company issued 496,000 shares of common stock for net
proceeds of $17,922.

On January 21, 2008,  the Company  issued 150,000 shares of common stock for net
proceeds of $5,865.

On March 4, 2008,  the Company  issued 2000,000 shares of common stock for net
proceeds of $9,600.

                                       9
<PAGE>
On March 9, 2008, Ms. Visco converted  $20,000 of convertible  notes into 40,000
shares of common  stock at the  original  stated  conversion  price of $0.50 per
share.

On February 1, 2008,  the Company  issued  175,000  shares of common  stock to a
consultant  for  professional  services  valued at $11,375  based on the closing
stock  price  on the  date of  issuance.  The  value  of the  services  rendered
approximated the fair value of the stock issued.

During the three months ended March 31, 2008,  the Company issued 350,000 shares
of common stock for net proceeds of $15,139 to an investor.

WARRANTS TO PURCHASE COMMON STOCK

On November 15, 2007, the Company issued warrants to purchase  100,000 shares of
common  stock  in  connection  with  the  extension  of a note.  See  Note 3 for
additional information.

STOCK OPTIONS

On September 28, 2007, the Board of Directors approved the issuance of 2,968,840
stock options to certain  employees and members of the Board of Directors of the
Company at an exercise price of $0.11 per share; these options expire five years
from the date of approval.  The share options were granted and  communicated  on
October 10,  2007,  the  measurement  date.  The value of the stock  options was
determined using the Black-Scholes model with the following assumptions:

        Estimated fair value of underlying common stock        $0.12
        Exercise price                                         $0.11
        Expected life (in years)                                   5
        Risk-free interest rate                                 4.23%
        Expected volatility                                    144.7%
        Dividend yield                                             0%

On October 10, 2007, the Company  granted  362,000  options to consultants at an
exercise  price of $0.11 per share.  The closing price of the  Company's  common
stock on the date of grant was $0.12.  The options  vest ratably over four years
and  require  the  consultant  to provide  services  during  this  period to the
Company. At the end of each quarter, the Company values the portion of the stock
options earned.  The stock options expire ten years from the date of grant.  The
value of the stock options was determined using the Black-Scholes option pricing
model.

During the three and six  months  ended  March 31,  2008 and 2007,  the  Company
recorded  stock  compensation  expense  totaling  $25,172,  $47,880,  $0 and $0,
respectively.   Such  amounts  are   included  in  operating   expenses  in  the
accompanying Consolidated Statements of Operations.

6. LITIGATION

On or about  September  21,  2007,  Stockhausen,  Inc.  ("Stockhausen")  filed a
Complaint in the United States District Court,  for the Middle District of North
Carolina,  against us seeking damages.  Stockhausen  alleges that we breached an
agreement  with  them by  failing  to pay for goods  purchased  and  failing  to
purchase a minimum  quantity  of goods.  We believe  that  Stockhausen  provided
defective products and waived any minimum purchase requirements.  Stockhausen is

                                       10
<PAGE>
seeking a judgment in the amount of $188,180  plus  interest and lost profits in
an unspecified  amount,  along with costs and attorneys fees. We filed an Answer
to the Complaint and a Cross-Complaint against Stockhausen on November 14, 2007.

On or  about  October  4,  2007,  Raymond  J.  Nielsen  and  Cheryl  K.  Nielsen
(collectively,  "Plaintiffs"),  filed a Complaint  in the  Circuit  Court in the
Sixth  Judicial  District of Pasco County,  Florida,  against us and Smart World
(collectively "Defendants") seeking damages, declaratory, and injunctive relief.
Plaintiffs  allege  that  Defendants  failed  to pay  interest  when  due on the
Convertible Debenture from Defendants to Plaintiffs and, thus, the entire amount
of the  Convertible  Debenture  is  accelerated  and  Plaintiffs  are  seeking a
judgment in the amount of $1,500,000 plus interest.  We allege that jurisdiction
of this  matter  belongs  in the  California  court  system per the terms of the
documents. We have filed a Motion to Dismiss the lawsuit which is now on appeal.
It is our  position  that  the  intellectual  property  we  purchased  from  the
Plaintiffs  is not  what  it was  represented  to be.

                                       11
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

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

FORWARD-LOOKING STATEMENTS

The following information contains certain forward-looking statements.
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

We develop, manufacture and market cutting-edge technology that decreases the
need for water and improves the soil in the "Green Industry" consisting of
agriculture, turf and horticulture.

RESULTS OF OPERATIONS

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

                                    Six Months Ended        Six Months Ended
                                     March 31, 2008          March 31, 2007
                                     --------------          --------------
                                      (Unaudited)             (Unaudited)
                                                               (Restated)
STATEMENT OF OPERATIONS DATA:
  Revenue                            $    296,925            $    399,974
  (Net Loss)                             (887,430)             (2,186,556)
  (Net Loss) Per Share                      (0.02)                  (0.06)

                                     March 31, 2008       September 30, 2007
                                     --------------       ------------------
BALANCE SHEET DATA:
  Current Assets                          347,104                 378,904
  Property & Equipment, Net               209,725                 304,470
  Intangible Assets, Net                2,506,521               2,760,044
  Total Assets                          3,611,706               3,942,044
  Total Current Liabilities             3,130,874               3,143,953
  Accumulated Deficit                 (21,193,044)            (20,305,614)

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<PAGE>
SIX MONTHS ENDED MARCH 31, 2008 (UNAUDITED) COMPARED TO SIX MONTHS ENDED MARCH
31, 2007 (UNAUDITED)

REVENUES

Revenues for the six months ended March 31, 2008 were $296,925 compared to
$399,974 for the six months ended March 31, 2007, a decrease of 26%. This
decrease in revenue is a direct result of the loss of our linear polymer
business caused by defective product received from our linear polymer supplier.
We are in litigation with this supplier and have commenced settlement
negotiations. We continue to lose linear polymer sales that were lost during
this reporting period because of reluctance by our customers to purchase product
from us over concerns about receiving defective product which we received from
the supplier.

COST OF SALES

Cost of goods sold decreased to $170,004 for the six months ended March 31, 2008
from $289,706 for the six months ended March 31, 2007. The decrease in the cost
of sales is the result of the decreased revenues during this period. Our gross
margins were 42.7% and 27.5% for the six months ended March 31, 2008 and March
31,2007, respectively. The increase in our gross margins was due to increased
margins in the individual products sold during the six months ending March 31,
2008.

OPERATING EXPENSES

Operating expenses decreased approximately 44% for the period ended March 31,
2008. General and administrative expenses increased approximately 14% for the
period ended March 31, 2008 due to an increase in our accounting and legal
expenses. Sales and marketing expenses decreased approximately 53% because we
reduced the number of trade shows we attended and reduced our print advertising,
which is part of our sales and marketing plan in order to reduce costs. We had
no research and development costs for the six months ended March 31, 2008 or for
the six months ended March 31, 2008. Our amortization expense increased to
$218,762 for the six months ended March 31, 2008 from $193,674 for the six
months due to the acquisition of Smart World Organics and revision to the
estimated useful lives of our intangible assets from 15 years to 3 and 7 years.
Other expenses decreased from $369,716 for the period ended March 31, 2007 to
$257,617 for the period ended March 31, 2008 due to a change in fair value of
derivative liability of $462,466. The change in the fair value of the derivative
liability resulted from a decrease in our stock price.

NET LOSS

We experienced a net loss from operations of $(887,430) for the six months ended
March 31, 2008 as compared to a net loss of $(2,186,556) for the six months
ended March 31, 2007. Our sales and marketing expenses decreased from $122,280
in the six months ended March 31, 2007 to $57,490 for the three months ended
March 31, 2008. The decrease in the net loss is directly related to a decrease
in other expenses of $257,617 and the elimination of a one-time charge of
$1,100,000 to impairment of intangible assets and goodwill that was reported on
March 31, 2007. We continue to focus our efforts on developing strategic
alliances, marketing agreements, and distribution networks. Revenue from the
sale of products decreased from $399,974 for the six months ended March 31, 2007
to $296,925 for the six months ended March 31, 2008. This decrease in revenue is
a direct result of the loss of our linear polymer business in the amount of
$152,494 caused by defective product received from our linear polymer supplier.

                                       13
<PAGE>
SEASONALITY

Our efforts 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 our markets will become diverse
and therefore not indicate significant seasonal variations. As we expand into
the residential and commercial segments nationally, we will experience some
seasonal declines in sales during the fall and winter quarters in less temperate
climates. As we expand into the hydroponics organic market, we should experience
a significant lessening of seasonal variations.

LIQUIDITY AND CAPITAL RESOURCES

Cash and cash equivalents totaled $4,646 and $36,204 at March 31, 2008 and 2007,
respectively. Net cash used by operations was $(559,302) for the period ended
March 31, 2008 compared to net cash used by operations of $(924,770) for the
comparable period ended March 31, 2007. We have historically relied upon one of
our officers and significant shareholders to provide cash to meet short term
operating cash requirements.

At March 31, 2008, the outstanding balance of the debentures was $1,914,220.
These convertible debentures consisted of: a) $1,500,000, 8% per annum
convertible debentures at the closing price on the day immediately preceding the
day of conversion which is currently in default and in dispute; (b) $50,000, 8%
per annum convertible debentures; (c) $195,000, 8% per annum convertible
debentures; and (d) $169,220, 10% per annum debentures. Interest expense for the
six months ended March 31, 2008 was $186,010 and interest expense for the six
months ended March 31, 2007 was $557,700.

We have a working capital deficit (current assets less current liabilities) of
$(2,783,770) as of March 31, 2008 compared to a working capital deficit of
$(2,765,049) as of September 30, 2007. Our decrease in current liabilities is
directly related to the current liabilities of Smart World Organics, Inc and a
decrease in the current portion of debentures payable to related parties.

As shown in the accompanying financial statements, we have incurred an
accumulated deficit of $(21,193,044) and a working capital deficit of
approximately $(2,783,770) as of March 31, 2008. Our ability to continue as a
going concern is dependent on obtaining additional capital and financing and
operating at a profitable level. We intend to seek additional capital either
through debt or equity offerings and to increase sales volume and operating
margins to achieve profitability. Our 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 we have created and will endeavor to grow.

                                       14
<PAGE>
We will consider both the public and private sale of securities and/or debt
instruments for expansion of our operations if such expansion would benefit our
overall growth and income objectives. Should sales growth not materialize, we
may look to these public and private sources of financing. There can be no
assurance, however, that we 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 our ability to timely meet our business objectives.

Our auditors issued an explanatory paragraph regarding substantial doubt about
our ability to continue as a going concern.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable

ITEM 4. CONTROLS AND PROCEDURES

Our Chief Executive Officer, President and Chief Financial Officer (the
"Certifying Officer") is responsible for establishing and maintaining our
disclosure controls and procedures. The Certifying Officer has designed such
disclosure controls and procedures to ensure that material information is made
known to him, particularly during the period in which this report was prepared.
The Certifying Officer has evaluated the effectiveness of our disclosure
controls and procedures. The Certifying Officer decided that the controls and
procedures needed to be improved. We have hired a financial expert to assist us
in improving our disclosure controls and procedures. We believe that our
disclosure controls and procedures are effective based on the required
evaluation. During the period covered by this Report, there were changes in
internal controls that materially affected, or are reasonably likely to
materially affect, our internal control over financial reporting.

                                       15
<PAGE>
                          PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

On or about September 21, 2007, Stockhausen, Inc. ("Stockhausen") filed a
Complaint in the United States District Court, for the Middle District of North
Carolina, against us seeking damages. Stockhausen alleges that we breached an
agreement with them by failing to pay for goods purchased and failing to
purchase a minimum quantity of goods. We believe that Stockhausen provided
defective products and waived any minimum purchase requirements. Stockhausen is
seeking a judgment in the amount of $188,180 plus interest and lost profits in
an unspecified amount, along with costs and attorneys fees. We filed an Answer
to the Complaint and a Cross-Complaint against Stockhausen on November 14, 2007.
The parties are currently engaging in settlement discussions.

On or about October 4, 2007, Raymond J. Nielsen and Cheryl K. Nielsen
(collectively, "Plaintiffs"), filed a Complaint in the Circuit Court in the
Sixth Judicial District of Pasco County, Florida, against us and Smart World
(collectively "Defendants") seeking damages, declaratory, and injunctive relief.
Plaintiffs allege that Defendants failed to pay interest when due on the
Convertible Debenture from Defendants to Plaintiffs and, thus, the entire amount
of the Convertible Debenture is accelerated and Plaintiffs are seeking a
judgment in the amount of $1,500,000 plus interest. We allege that jurisdiction
of this matter belongs in the California court system per the terms of the
documents. We have filed a Motion to Dismiss the lawsuit which is now on appeal.
It is our position that the intellectual property we purchased from the
Plaintiffs is not what it was represented to be and we are considering pursuing
any available remedies against the Plaintiffs.

To the best knowledge of our management, there are no other legal proceedings
pending against us.

ITEM 1A. RISK FACTORS

Not applicable.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

From December 21, 2007 through March 4, 2008, we sold 846,000 shares of common
stock to five non-United States residents for gross proceeds of $50,530. These
transactions are exempt from registration under Regulation S of the Securities
Act of 1933 as no sales efforts were made in the United States. All proceeds
were used for operating capital.

On March 9, 2008, Ms. Diana Visco  converted  $20,000 of convertible  notes into
40,000 shares of common stock at the original stated  conversion  price of $0.50
per share.  We believe Ms. Visco is an accredited  investor under Rule 501 under
Regulation D of the Act and had adequate access to information about us.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

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<PAGE>
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

The following Exhibits are filed herein:

      No.                                    Title
     ----                                    -----

     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

                                       17
<PAGE>
                                   SIGNATURES

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

Dated: May 19, 2008            AMERICAN SOIL TECHNOLOGIES, INC.


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


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