Exhibit 3.4
                                 Certificate of
                                    Amendment
                           (PURSUANT TO NRS 78.385 and
                                     78.390)

DEAN HELLER
Secretary of State

101 North Carson Street, Suite 3
Carson City, Nevada 89701-4786
(775) 684-5708

          IMPORTANT: READ ATTACHED INSTRUCTIONS BEFORE COMPLETING FORM.

Certificate of Amendment to Articles of Incorporation
For Nevada Profit Corporations
          (Pursuant to NRS 78.385 and 78.390 - After Issuance of Stock)
                             - Remit in Duplicate -

1. Name of corporation: American Soil Technologies, Inc.

2. The articles have been amended as follows (provide article numbers, if
available): ARTICLE IV is hereby amended as follows:

The aggregate number of shares which the corporation shall have the authority to
issue is One Hundred Million (100,000,000) shares of common stock at $.001 par
value, and Ten Million (10,000,000) shares of Serial Preferred Stock at $.001
par value.

     A. Each share of Common Stock shall entitle the holder thereof to one vote
on any matter submitted to a vote of or for consent of holders of Common Stock.
Subject to the provisions of applicable law and this Article IV, any dividends
paid or distributed on or with respect to the Common Stock of the corporation
shall be paid or distributed ratably to the holders of its Common Stock. In the
event of any liquidation, dissolution or winding-up of the corporation, whether
voluntary or involuntary, after payment or provision for payment of the debts
and other liabilities of the corporation and any amounts to which the holders of
any Serial Preferred Stock shall be entitled, as hereinafter provided, the
holders of Common Stock shall be entitled to share ratably in the remaining
assets of the corporation.

     B. Subject to the terms and provisions of this Article IV, the Board of
Directors is authorized to provide from time to time for the issuance of shares
of Serial Preferred Stock in series and to fix and determine from time to time
before issuance the designation and relative rights and preferences of the
shares of each series of Serial Preferred Stock and the restrictions or
qualifications thereof, including, without limiting the generality of the
foregoing, the following:

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     (1) The series designation and authorized number of shares;

     (2) The dividend rate and the date or dates on which such dividends will be
payable;

     (3) The amount or amounts to be received by the holders in the event of
voluntary or involuntary dissolution or liquidation of the corporation;

     (4) The price or prices at which shares may be redeemed, if any, and any
terms, conditions, limitations upon such redemptions;

     (5) The sinking fund provisions, if any, for redemption or purchase of
shares; and

     (6) The terms and conditions, if any, on which shares may be converted at
the election of the holders thereof into shares of other capital stock, or of
other series of Serial Preferred Stock, of the corporation.

     C. The holders of the shares of Common Stock or Serial Preferred Stock
shall not be entitled to cumulative voting on any matter.

The Corporation's Board of Directors hereby designate five million shares of
preferred stock as "Series A Preferred Stock" with the voting and other powers,
preferences and relative, participating, optional or other rights of the shares
of such series and the qualifications, limitations and restrictions thereof as
described below:

Section A. Dividend Rights. Holders of Series A Preferred Stock ("Series A
Preferred") shall be entitled to receive preferential quarterly dividends equal
to the prime rate per share when, as and if declared by the Board of Directors,
out of any assets that are legally available therefore, prior and in preference
to any declaration or payment of any dividend (payable other than in Common
Stock or other securities and rights convertible into or entitling the holder
thereof to receive, directly or indirectly, additional shares of Common Stock of
the Company) on the Common Stock of the Company. Such dividends shall not be
cumulative if paid in cash by the Company. If the Board of Directors declares
that such dividends made only be payable in shares of common stock for any
quarter due to the financial situation of the Company, holders of Series A
Preferred have the option of accepting the dividend paid in shares of Common
Stock of the Company or letting the divided accrue for a cash payment. After
payment of such dividends, any additional dividends declared shall be
distributed among all holders of Series A Preferred and all holders of Common
Stock in proportion to the number of shares of Common Stock that would be held
by each such holder if all shares of Series A Preferred were converted into
Common Stock at the then effective Conversion Rate for the Series A Preferred.

Section B. Liquidation Rights. In the event of any liquidation, dissolution, or
winding up of the Company, either voluntary or involuntary, distributions to the
shareholders of the Company shall be made in the following manner:

B.1 The holders of Series A Preferred shall be entitled to be paid out of the
assets of the Company, prior and in preference to any payment or distribution
out of the assets of the Company to the holders of the Common Stock or any other
class or series of capital stock of the Company, an amount per share equal to

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$0.50 (the "Series A Original Issue Price") (as adjusted for any stock
dividends, combinations, splits, recapitalization and the like with respect to
such shares) plus an amount equal to all declared but unpaid dividends on such
share to the date fixed for distribution (the "Series A Liquidation
Preference"). If the assets and funds thus distributed to the holders of the
Series A Preferred shall be insufficient to permit payment to such holders of
the full aforesaid preferential amount, the entire assets of the Company legally
available for distribution shall be distributed ratably to the holders of the
Series A Preferred in proportion to the aggregate Series A Liquidation
Preference of the shares of Series A Preferred then held by them.

B.2 Thereafter, any remaining assets of the Company legally available for
distribution, if any, shall be distributed ratably to the holders of the Common
Stock and the holders of Series A Preferred on an as-if-converted to Common
Stock basis.

B.3 The following events shall be considered a liquidation under this Section B,
provided such event has been approved by the holders of a majority of the then
outstanding Common Stock voting as a separate class:

     (a) any consolidation or merger of the Company with or into any other
corporation or other entity or person, or any other corporate reorganization, in
which the shareholders of the Company immediately prior to such consolidation,
merger or reorganization own less than fifty percent (50%) of the Company's
voting power immediately after such consolidation, merger or reorganization, or
any transaction or series of related transactions in which in excess of fifty
percent (50%) of the Company's voting power is transferred (an "Acquisition");
or

     (b) a sale, lease, transfer or other disposition of all or substantially
all of the assets of the Company (an "Asset Transfer").

B.4 Whenever the distribution provided for in this Section B shall be payable in
property other than cash, the value of such distribution shall be the fair
market value of such property as determined in good faith by the Board of
Directors; provided, however, that any securities to be delivered to the holders
of Series A Preferred and/or Common Stock pursuant to this Section B shall be
valued as follows:

     (a) Securities not subject to investment letter or other similar
restrictions on free marketability: (i) if traded on a securities exchange or
the Nasdaq National or SmallCap Market, the value shall be deemed to be the
average of the closing prices of the securities on such exchange over the 30-day
period ending three (3) days prior to the date of distribution; (ii) if actively
traded over-the-counter, the value shall be deemed to be the average of the
closing bid prices over the 30-day period ending three (3) days prior to the
date of distribution; and (iii) if there is no active public market, the value
shall be the fair market value thereof, as determined in good faith by the Board
of Directors of the Company.

     (b) The method of valuation of securities subject to investment letter or
other restrictions on free marketability shall be make an appropriate discount
from the market value, determined as above in (a)(i), (ii) or (iii) to reflect
the approximate fair market value thereof, as determined in good faith by the
Board of Directors.

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Section C. Voting Rights. Except as otherwise required by law or pursuant to any
other provision hereof, the holders of Series A Preferred shall have no voting
rights.

Section D. Conversion Rights. The holders of Series A Preferred shall have the
following rights with respect to the conversion of the Series A Preferred into
shares of Common Stock (the "Conversion Rights"):

D.1 Optional Conversion.

     (a) Conversion Rights. Subject to and in compliance with the provisions of
this Section D, any shares of Series A Preferred may, at the option of the
holder thereof, be converted at any time after issuance into such number of
fully-paid and nonassessable shares of Common Stock as is determined by the
product obtained by multiplying the "Series A Conversion Rate" then in effect
(determined as provided below) by the number of shares of Series A Preferred
being converted.

     (b) Conversion Rate. The conversion rate in effect at any time for
conversion of the Series A Preferred (the "Series A Conversion Rate") shall be
one share of Series A Preferred may be converted into one share of Common Stock.

D.2 Automatic Conversion. Each share of Series A Preferred issued and
outstanding shall automatically be converted into shares of Common Stock, based
on the then-effective Conversion Rate, upon the written consent of that number
of holders of Series A Preferred equal to 50.1% of the Series A Preferred issued
and outstanding. Upon such automatic conversion, any declared and unpaid
dividends shall be paid in accordance with the provisions of Section D.3(a)).

D.3 Mechanics of Conversion.

     (a) Each holder of Series A Preferred who desires to convert the same into
shares of Common Stock pursuant to this Section D shall surrender the
certificate or certificates therefor, duly endorsed, at the office of the
Company or any transfer agent for the Series A Preferred, and shall give written
notice to the Company at such office that such holder elects to convert the
same. Such notice shall state the number of shares of Series A Preferred being
converted. Thereupon, the Company shall promptly issue and deliver at such
office to such holder a certificate or certificates for the number of shares of
Common Stock to which such holder is entitled and shall promptly pay in cash or,
to the extent sufficient funds are not then legally available therefor, in
Common Stock (at the Common Stock's fair market value determined by the Board of
Directors as of the date of such conversion), any declared and unpaid dividends
on the shares of Series A Preferred being converted. Such conversion shall be
deemed to have been made at the close of business on the date of such surrender
of the certificates representing the shares of Series A Preferred to be
converted, and the person entitled to receive the shares of Common Stock
issuable upon such conversion shall be treated for all purposes as the record
holder of such shares of Common Stock on such date.

     (b) Upon the occurrence of an event specified in Section D.2 above, the
outstanding shares of Series A Preferred shall be converted automatically
without any further action by the holders of such shares and whether or not the
certificates representing such shares are surrendered to the Company or its
transfer agent; provided, however, that the Company shall not be obligated to
issue certificates evidencing the shares of Common Stock issuable upon such

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conversion unless the certificates evidencing such shares of Series A Preferred
are either delivered to the Company or its transfer agent as provided below, or
the holder notifies the Company or its transfer agent that such certificates
have been lost, stolen or destroyed and executes an agreement satisfactory to
the Company to indemnify the Company from any loss incurred by it in connection
with such certificates. Upon the occurrence of such automatic conversion of the
Series A Preferred, the holders of Series A Preferred shall surrender the
certificates representing such shares at the office of the Company or any
transfer agent for the Preferred Stock. Thereupon, there shall be issued and
delivered to such holder promptly at such office and in its name as shown on
such surrendered certificate or certificates, a certificate or certificates for
the number of shares of Common Stock into which the shares of the Series A
Preferred surrendered were convertible on the date on which such automatic
conversion occurred, and any declared and unpaid dividends shall be paid in
accordance with the provisions of Section D.3(a) above.

D.4 Adjustment for Stock Splits and Combinations. If the Company shall at any
time or from time to time after the date the first share of Series A Preferred
is issued (the "Original Issue Date") effect a subdivision of the outstanding
Common Stock, the Conversion Rate in effect immediately before that subdivision
shall be proportionately decreased. Conversely, if the Company shall at any time
or from time to time combine the outstanding shares of Common Stock into a
smaller number of shares, the Conversion Rate in effect immediately before the
combination shall be proportionately increased. Any adjustment under this
Section D.4 shall become effective at the close of business on the date the
subdivision or combination becomes effective.

D.5 Adjustment for Common Stock Dividends and Distributions. If the Company at
any time or from time to time after the Original Issue Date makes, or fixes a
record date for the determination of holders of Common Stock entitled to
receive, a dividend or other distribution payable in additional shares of Common
Stock or any other securities or rights convertible into, or entitling the
holder thereof to receive directly or indirectly, additional shares of Common
Stock (hereinafter referred to as "Common Stock Equivalents"), in each such
event the Conversion Rate that is then in effect shall be decreased as of the
time of such issuance or, in the event such record date is fixed, as of the
close of business on such record date, by multiplying the Conversion Rate then
in effect by a fraction (1) the numerator of which is the total number of shares
of Common Stock issued and outstanding immediately prior to the time of such
issuance or the close of business on such record date, and (2) the denominator
of which is the total number of shares of Common Stock issued and outstanding
immediately prior to the time of such issuance or the close of business on such
record date plus the number of shares of Common Stock and/or Common Stock
Equivalents (assuming the conversion, exchange or exercise into or for Common
Stock) issuable in payment of such dividend or distribution; provided, however,
that if such record date is fixed and such dividend is not fully paid or if such
distribution is not fully made on the date fixed therefore, the Conversion Rate
shall be recomputed accordingly as of the close of business on such record date
and thereafter the Conversion Rate shall be adjusted pursuant to this Section
D.5 to reflect the actual payment of such dividend or distribution.

D.6 Adjustments for Other Dividends and Distributions. If the Company at any
time or from time to time after the Original Issue Date makes, or fixes a record
date for the determination of holders of Common Stock entitled to receive, a
dividend or other distribution payable in securities of other persons, evidences
of indebtedness issued by the Company or other persons, assets (including such
dividends) or securities of the Company other than Common Stock Equivalents, in

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each such event provision shall be made so that the holders of the Series A
Preferred shall receive upon conversion thereof, in addition to the number of
shares of Common Stock receivable thereupon, the amount of securities,
indebtedness or assets which they would have received had their Series A
Preferred been converted into Common stock on the date of such event and had
they thereafter, during the period from the date of such event to and including
the conversion date, retained such securities receivable by them as aforesaid
during such period, subject to all other adjustments called for during such
period under this Section D with respect to the rights of the holders of the
Series A Preferred or with respect to such other securities by their terms.

D.7 Adjustment for Reclassification, Exchange and Substitution. If at any time
or from time to time after the Original Issue Date, the Common Stock issuable
upon the conversion of Series A Preferred is changed into the same or a
different number of shares of any class or classes of stock, whether by
recapitalization, reclassification or otherwise (other than an Acquisition or
Asset Transfer as defined in Section B.4 above, or a subdivision or combination
of shares or stock dividend or a reorganization, merger, consolidation or sale
of assets provided for elsewhere in this Section D), in any such event each
holder of Series A Preferred shall have the right thereafter to convert such
stock into the kind and amount of stock and other securities and property
receivable upon such recapitalization, reclassification or other change by
holders of the maximum number of shares of Common Stock into which the shares of
Series A Preferred could have been converted immediately prior to such
recapitalization, reclassification or change, all subject to further adjustment
as provided herein or with respect to such other securities or property by the
terms thereof.

D.8 Reorganizations, Mergers, Consolidations or Sales of Assets. If at any time
or from time to time after the Original Issue Date, there is a capital
reorganization of the Common Stock (other than an Acquisition or Asset Transfer
as defined in Section B.4 above, or a recapitalization, subdivision,
combination, reclassification, exchange or substitution of shares provided for
elsewhere in this Section D), as a part of such capital reorganization,
provision shall be made so that the holders of any Series A Preferred thereafter
shall be entitled to receive upon conversion of such Series A Preferred the
number of shares of stock or other securities or property of the Company to
which a holder of the number of shares of Common Stock deliverable upon
conversion would have been entitled on such capital reorganization, subject to
adjustment in respect of such stock or securities by the terms thereof. In any
such case, appropriate adjustment shall be made in the application of the
provisions of this Section D with respect to the rights of the holders of Series
A Preferred after the capital reorganization to the end that the provisions of
this Section D (including adjustment of the Conversion Rate with respect to the
Series A Preferred, as applicable, then in effect and the number of shares
issuable upon conversion of the Series A Preferred) shall be applicable after
that event and be as nearly equivalent as practicable.

D.9 Certificate of Adjustment. In each case of an adjustment or readjustment of
the Conversion Rate for the number of shares of Common Stock or other securities
issuable upon conversion of the Series A Preferred, if the Series A Preferred is
then convertible pursuant to this Section D, the Company, at its expense, shall
compute such adjustment or readjustment in accordance with the provisions hereof
and prepare a certificate showing such adjustment or readjustment, and shall
mail such certificate, by first class mail, postage prepaid, to each registered
holder of Series A Preferred at the holder's address as shown in the Company's
books. The certificate shall set forth such adjustment or readjustment, showing
in detail the facts upon which such adjustment or readjustment is based. The

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Company shall, upon the written request at any time of any holder of Series A
Preferred, furnish or cause to be furnished to such holder a like certificate,
setting forth (1) such adjustments and readjustments, (2) the Conversion Rate at
the time in effect, and (3) the number of Common Stock and the type and amount,
if any, of other property which at the time would be received upon conversion of
the Series A Preferred.

D.10 Notice of Record Date. Upon (i) any taking by the Company of a record of
the holders of any class of securities for the purpose of determining the
holders thereof who are entitled to receive any dividend or other distribution,
or (ii) any Acquisition (as defined in Section B.4 or other capital
reorganization of the Company, any reclassification or recapitalization of the
capital stock of the Company, any merger or consolidation of the Company with or
into any other corporation, or any Asset Transfer (as defined in Section B.4),
or any voluntary or involuntary dissolution, liquidation or winding up of the
Company, the Company shall mail to each holder of Series A Preferred at least
twenty (20) days prior to the record date specified therein a notice specifying
(1) the date on which any such record is to be taken for the purpose of such
dividend or distribution and a description of such dividend or distribution, (2)
the date on which any such Acquisition, reorganization, reclassification,
transfer, consolidation, merger, Asset Transfer, dissolution, liquidation or
winding up is expected to become effective, (3) the date, if any, that is to be
fixed as to when the holders of record of Common Stock (or other securities)
shall be entitled to exchange their shares of Common Stock (or other securities)
for securities or other property deliverable upon such Acquisition,
reorganization, reclassification, transfer, consolidation, merger, Asset
Transfer, dissolution, liquidation or winding up.

D.11 Fractional Shares. No fractional shares of Common Stock shall be issued
upon conversion of any Series A Preferred. All shares of Common Stock (including
fractions thereof) issuable upon conversion of more than one share of Series A
Preferred Stock by a holder thereof shall be aggregated for purposes of
determining whether the conversion would result in the issuance of any
fractional share. If, after the aforementioned aggregation, the conversion would
result in the issuance of any fractional share, the Company shall, in lieu of
issuing any fractional share, pay cash equal to the product of such fraction
multiplied by the Common Stock's fair market value (as determined by the Board)
on the date of conversion.

D.12 Reservation of Stock Issuable Upon Conversion. The Company shall at all
times reserve and keep available out of its authorized but unissued shares of
Common Stock, solely for the purpose of effecting the conversion of the Series A
Preferred, such number of its shares of Common Stock as shall from time to time
be sufficient to effect the conversion of all outstanding shares of Series A
Preferred. If at any time the number of authorized but unissued shares of Common
Stock shall not be sufficient to effect the conversion of all then outstanding
shares of the Series A Preferred, the Company will take such corporate action as
may, in the opinion of its counsel, be necessary to increase its authorized but
unissued shares of Common Stock to such number of shares as shall be sufficient
for such purpose.

D.13 Notices. Any notice required by the provisions of this Section D shall be
in writing and shall be deemed effectively given: (i) upon personal delivery to
the party to be notified, (ii) when sent by confirmed telex or facsimile if sent
during normal business hours of the recipient; if not, then on the next business
day, (iii) five (5) days after having been sent by registered or certified mail,
return receipt requested, postage prepaid, or (iv) one (1) day after deposit
with a nationally recognized overnight courier, specifying next day delivery,

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with written verification of receipt. All notices shall be addressed to each
holder of record at the address of such holder appearing on the books of the
Company.

D.14 Payment of Taxes. The Company will pay all taxes (other than taxes based
upon income) and other governmental charges that may be imposed with respect to
the issue or delivery of shares of Common Stock upon conversion of Series A
Preferred, excluding any tax or other charge imposed in connection with any
transfer involved in the issue and delivery of shares of Common Stock in a name
other than that in which the shares of Series A Preferred so converted were
registered.

D.15 No Dilution or Impairment. The Company shall not amend its Articles of
Incorporation or participate in any reorganization, transfer of assets,
consolidation, merger, dissolution, issue or sale of securities or any other
voluntary action, for the purpose of avoiding or seeking to avoid the observance
or performance of any of the terms to be observed or performed hereunder by the
Company, but shall at all times in good faith assist in carrying out all such
action as may be reasonably necessary or appropriate in order to protect the
conversion rights of the holders of the Series A Preferred against dilution or
other impairment.

Section E. No Redemption. The Company shall be under no obligation to redeem all
or any portion of the Series A Preferred at any time.

3. The vote by which the stockholders holding shares in the corporation
entitling them to exercise at least a majority of the voting power, or such
greater proportion of the voting power as may be required in the case of a vote
by classes or series, or as may be required by the provisions of the articles of
incorporate have voted in favor of the amendment is: 61.3%

4. Signatures (Required):


/s/ Carl P. Ranno                            /s/ Diana Visco
------------------------------------         -----------------------------------
Carl P. Ranno, CEO and President             Diana Visco, Secretary

*If any proposed amendment would alter or change any preference or any relative
or other right given to any class or series of outstanding shares, then the
amendment must be approved by the vote, in addition to the affirmative vote
otherwise, required, of the holder of shares representing a majority of the
voting power of each class or series affected by the amendment regardless of
limitations or restrictions on the voting power thereof. IMPORTANT: Failure to
include any of the above information and remit the proper fees may cause this
filing to be rejected.

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