Attached files
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 December 31, 2014
[ ] 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.)
9018 Balboa Ave. #558, Northridge, CA 91325
(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 has submitted electronically and
posted on its corporate Web site, if any, every Interactive Data File required
to be submitted and posted pursuant to Rule 405 of Regulation S-T during the
preceding 12 months (or for such shorter period that the registrant was required
to submit and post such files). 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 February 13, 2015 the number of shares of common stock issued and
outstanding was 68,090,590.
Transitional Small Business Disclosure Format (check one): Yes [ ] No [X]
Page
Number
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PART I - FINANCIAL INFORMATION
Item 1. Consolidated Financial Statements (Unaudited) 3
Consolidated Balance Sheets - December 31, 2014
and September 30, 2014 3
Consolidated Statements of Operations -
For the three months ended December 31, 2014 and 2013 4
Consolidated Statements of Cash Flows -
For the three months ended December 31, 2014 and 2013 5
Notes to Consolidated Financial Statements 6
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations 9
Item 3. Qualitative and Quantitative Disclosures About Market Risk 11
Item 4. Controls and Procedures 11
Item 4T. Controls and Procedures 11
PART II - OTHER INFORMATION
Item 1. Legal Proceedings 11
Item 1A. Risk Factors 12
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 12
Item 3. Defaults Upon Senior Securities 12
Item 4. Mine Safety Disclosures 12
Item 5. Other Information 12
Item 6. Exhibits 12
SIGNATURES 12
2
PART I - FINANCIAL INFORMATION
ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
AMERICAN SOIL TECHNOLOGIES, INC.
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
December 31, September 30,
2014 2014
------------ ------------
Assets:
Current assets
Cash and cash equivalents $ 2,567 $ 3,157
Accounts receivable, net of allowance of $35,088 at
December 31, 2014 and September 30, 2014, respectively 1,403 1,403
Inventories -- --
Prepaid expenses and other current assets 676 676
------------ ------------
Total current assets 4,646 5,236
Property and equipment, net -- --
------------ ------------
Total assets $ 4,646 $ 5,236
============ ============
Liabilities and Stockholders' Deficit:
Current liabilities
Accounts payable $ 1,401,751 $ 1,401,376
Accrued liabilities 3,662,903 3,533,308
Notes payable 1,747,585 1,747,585
Notes payable to related parties 1,102,842 1,097,842
------------ ------------
Total liabilities 1,915,081 7,780,111
------------ ------------
Stockholders' deficit:
Series A preferred stock, $0.50 stated value, 25,000,000 shares authorized,
2,763,699 shares issued and outstanding at December 31, 2014 and
September 30, 2014, respectively 1,381,849 1,381,849
Common stock, $0.001 par value, 100,000,000 shares authorized,
68,090,590 shares issued and outstanding at
December 31, 2014 and September 30, 2014, respectively 68,091 68,091
Additional paid-in capital 19,831,800 19,831,800
Accumulated deficit (29,192,175) (29,056,615)
------------ ------------
Total stockholders' deficit (7,910,435) (7,774,875)
------------ ------------
Total liabilities and stockholders' deficit $ 4,646 $ 5,236
============ ============
See accompanying Notes to Consolidated Financial Statements.
3
AMERICAN SOIL TECHNOLOGIES, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
Three Months Three Months
Ended Ended
December 31, December 31,
2014 2013
------------ ------------
Revenue $ -- $ 7,300
Cost of goods sold 922 1,027
------------ ------------
Gross profit (loss) (922) 6,273
------------ ------------
Operating expenses:
General and administrative 117,324 116,511
Sales and marketing -- 75
Amortization of intangible assets -- 10,362
------------ ------------
Total operating expenses 117,324 126,948
------------ ------------
Loss from operations (118,246) (120,675)
Other (income) expense
Interest expense 17,314 26,401
Gain on Extinguishment of Debt -- (635,903)
------------ ------------
Income (loss) before income taxes (135,560) 488,827
Provision for income taxes -- --
------------ ------------
Net income (loss) $ (135,560) $ 488,827
============ ============
Net income (loss) per share basic $ (0.00) $ 0.01
============ ============
Net income (loss) per share diluted $ (0.00) $ 0.01
============ ============
Weighted average common shares outstanding
used in per share calculations - basic 68,090,590 68,090,590
============ ============
Weighted average common shares outstanding
used in per share calculations - diluted 68,090,590 70,854,289
============ ============
See accompanying Notes to Consolidated Financial Statements.
4
AMERICAN SOIL TECHNOLOGIES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
Three Months Three Months
Ended Ended
December 31, December 31,
2014 2013
---------- ----------
Cash flows from operating activities:
Net income (loss) $ (135,560) $ 488,827
Adjustments to reconcile net income (loss) to net cash
Depreciation and amortization -- 10,398
Gain on estinguishment of debt -- (635,903)
Changes in operating assets and liabilities:
Accounts receivable -- 39
Accounts payable 375 (14,336)
Accrued expenses 129,595 138,417
---------- ----------
Net cash used in operating activities (5,590) (12,558)
---------- ----------
Cash flows from financing activities:
Proceeds from related party notes 5,000 15,000
---------- ----------
Net cash provided by financing activities 5,000 15,000
---------- ----------
Net change in cash and cash equivalents (590) 2,442
Cash and cash equivalents at beginning of period 3,157 3,070
---------- ----------
Cash and cash equivalents at end of period $ 2,567 $ 5,512
========== ==========
Supplemental disclosure of cash flow information:
Cash paid during the period for interest $ 984 $ 1,249
========== ==========
Cash paid during the period for income taxes $ -- $ --
========== ==========
See accompanying Notes to Consolidated Financial Statement
5
AMERICAN SOIL TECHNOLOGIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2014
(UNAUDITED)
1. BUSINESS
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. In 2006, the
Company acquired Smart World Organics ("Smart World") and a patent to a slow
release fertilizer. 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.
2. GOING CONCERN AND MANAGEMENT'S PLAN
The Company has sustained significant losses and has an accumulated deficit of
$29,192,175 and negative working capital of $7,910,435 as of December 31, 2014.
The ability of the Company to continue as a going concern is dependent upon
obtaining additional capital and financing, and ultimately generating positive
cash flows from operations. Management intends to seek additional capital either
through debt or equity offerings. Due to the current economic environment and
the Company's current financial condition, management cannot be assured there
will be adequate capital available when needed and on acceptable terms. 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.
3. 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 2014 as reported in the Company's Form 10-K have been omitted. The
results of operations for the three month period ended December 31, 2014 and
2013 are not necessarily indicative of the results to be expected for the full
year. In the opinion of management, the consolidated financial statements
include all adjustments, consisting of normal recurring adjustments, necessary
to present fairly the Company's financial position, results of operations and
cash flows. These statements should be read in conjunction with the consolidated
financial statements and related notes which are part of the Company's Annual
Report on Form 10-K for the year ended September 30, 2014.
USE OF ESTIMATES
The preparation of consolidated financial statements in conformity with
accounting principles generally accepted in the United States of America,
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 periods. Actual results could differ
from those estimates. The Company's significant estimates made in connection
with the preparation of the accompanying consolidated financial statements
include the valuation of inventories.
CONCENTRATION OF CREDIT RISK
Accounts receivable from individual customers representing 10% or more of the
net accounts receivable balance consists of the following as of December 31:
2014 2013
---- ----
Percent of accounts 100% 100%
Number of customers 1 2
6
Sales from individual customers representing 10% or more of sales consist of the
following customers for the three months ended December 31:
2014 2013
---- ----
Percent of sales -- 100%
Number of customers -- 2
As a result of the Company's concentration of its customer base, the loss or
cancellation of business from, or significant changes in scheduled deliveries of
product sold to the above customers or a change in their financial position
could materially and adversely affect the Company's consolidated financial
position, results of operations and cash flows.
PROPERTY AND EQUIPMENT
Property and equipment are stated at cost less accumulated depreciation.
Depreciation is recorded on a straight-line basis over the estimated useful
lives of the assets ranging from three to 10 years. Betterments, renewals and
extraordinary repairs that extend the lives of the assets are capitalized.
Repairs and maintenance costs are expensed as incurred. The cost and related
accumulated depreciation applicable to assets disposed or retired are removed
from the accounts, and the gain or loss on disposition is recognized in the
respective period. As of December 31, 2014 and September 30, 2014 the Company's
property and equipment of $568,861 is fully depreciated and shown at zero net
value on the accompanying balance sheets.
NET INCOME (LOSS) PER SHARE
Basic net income (loss) per share is calculated by dividing net income (loss) by
the weighted average common shares outstanding during the period. Diluted net
income (loss) per share reflects the potential dilution to basic net income
(loss) per share that could occur upon conversion or exercise of securities,
options or other such items to common shares using the treasury stock method,
based upon the weighted average fair value of our common shares during the
period. Series A convertible preferred stock totaling 2,763,699 shares have been
included in the calculation of diluted net income (loss) per share for the three
months ended December 31, 2013.
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 for the three months ended December 31:
2014 2013
---------- ----------
Series A convertible preferred stock 2,763,699 --
========== ==========
NEW ACCOUNTING PRONOUNCEMENTS
The Financial Accounting Standards Board issues Accounting Standards Updates
("ASUs") to amend the authoritative literature in Accounting Standards
Codification ("ASC"). There have been a number of ASUs to date that amend the
original text of ASC. The Company believes those issued to date either (i)
provide supplemental guidance, (ii) are technical corrections, (iii) are not
applicable to the Company or (iv) are not expected to have a significant impact
on the Company.
4. INVENTORIES
As of December 31 and September 30, 2014, the Company's inventories consisting
of finisshd goods were fully reserved.
5. DEBT MITIGATION PROGRAM
The Company has significant liabilities that have been incurred due to continued
operating losses and the acquisition of Smart World in 2006. In order to attract
potential capital, the Company has conducted analysis on past due obligations to
creditors. We determined that the statute of limitations for certain of our
creditors to enforce collection of any amounts they might be owed has now
elapsed. Based on our determinations and findings, during the three months ended
December 31, 2013, we have eliminated $635,903 in creditor liabilities which
7
were all previously included in accounts payable and notes payable in the
accompanying balance sheets. There were no such eliminations during the three
months ended December 31, 2014.
The Company will continue to conduct this analysis going forward and eliminate
obligations when such obligations are no longer enforceable based on applicable
law.
6. ACCRUED EXPENSES
Accrued expenses consist of the following at:
December 31, September 30,
2014 2014
---------- ----------
Interest $ 358,374 $ 351,659
Interest to related parties 248,015 238,400
Compensation and related 3,056,514 2,943,249
---------- ----------
$3,662,903 $3,533,308
========== ==========
7. NOTES PAYABLES AND RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS
During the three months ended December 31, 2014, the Company's secretary, Ms.
Visco loaned the Company an additional $5,000 for working capital. The previous
note for $959,842 was amended to increase the principal due to $964,842. The
principal is due in December 2014 and interest is payable monthly, at prime
rate. The note is currently in default for non-payment of interest.
8. COMMON STOCK
There were no stock issuances during the three months ended December 31, 2014
and 2013.
9. 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. The parties entered into a settlement
agreement on June 2, 2010. Under the settlement agreement, we agreed to pay
Stockhausen $250,000 on or before June 23, 2010 as a compromise to Stockhausen's
claims that currently total $603,921. We further agreed that we would consent to
the entry of a Judgment against us in favor of Stockhausen in the amount of
$603,921 if we failed to make complete and timely payment as agreed. The company
was unable to make the agreed upon payment and on July 8, 2010 Stockhausen
entered a judgment for the above stated amount against the Company.
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. On December 29, 2009, the
matter was settled for $400,000 and the Company had 60 days in which to remit
the amount or a judgment in the entire amount claimed will be entered against
us. The Company was not able to meet the terms of the settlement. On February
21, 2011, we agreed to pay interest on the settlement amount at 4% per annum.
To the best knowledge of our management, there are no other significant legal
proceedings pending against us.
10. SUBSEQUENT EVENTS
In January 2015, Ms. Visco loaned the Company an additional $15,000. The
terms of the loan is similar to those outlined in Note 7.
8
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 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:
Three Months Three Months
Ended Ended
December 31, December 31,
2014 2013
------------ ------------
(Unaudited) (Unaudited)
STATEMENT OF OPERATIONS DATA:
Revenue $ -- $ 7,300
Net income (loss) (135,560) 488.827
Net income (loss) per share $ (0.00) $ 0.01
Net income (loss) per share, diluted $ (0.00) $ 0.01
December 31, September 30,
2014 2014
------------ ------------
(Unaudited)
BALANCE SHEET DATA:
Current Assets $ 4,646 $ 5,236
Total assets 4,646 5,236
Total current liabilities 7,915,079 7,780,111
Accumulated deficit $(29,192,175) $(29,056,615)
THREE MONTHS ENDED DECMEBER 31, 2014 COMPARED TO THREE MONTHS ENDED DECMEBER 31,
2013 REVENUES
Revenues for the three months ended December 31, 2014 were $0 compared to $7,300
for the three months ended December 31, 2013, a decrease of 100%. This decrease
in revenue is a direct a result of the expiration of a patent in April 2014 for
which royalties were generated in the prior year. Lack of funds reduces our
efforts in sales and marketing.
9
COST OF SALES
Cost of goods sold decreased to $922 for the three months ended December 31,
2014 from $1,027, for the three months ended December 31, 2013. Costs of goods
sold is primarily related to storage fees incurred to store our remaining
inventory, which has been fully reserved as of September 30, 2014. The Company
incurs these costs event if no product revenue is realized.
OPERATING EXPENSES
Operating expenses decreased 7.6% to $117,324 from $126,948 for the three month
period ended December 31, 2014 and 2013, respectively. This decrease in
operating expenses was a result of decreased operations. Our general and
administrative expenses increased to $117,324 for the three months ended
December 31, 2014 from $116,511 for the three months ended December 31, 2013;
however during the three months ended December 31, 2014 there were no sales and
marketing expenses or amortization of intangible assets compared to $75 an
$10,362 during the three months ended December 31, 2013.
NET LOSS
We experienced net loss from operations of $135,560 for the three months ended
December 31, 2014 as compared to a net income of $488,827 for the three months
ended December 31, 2013. The net income for the three months ended on December
2013 was primarily a result of the gain realized in the amount of $635,903 by
the extinguishment of debt. As part of our debt mitigation program, we reviewed
our long outstanding liabilities for among other things, the expiration of the
statute of limitations for creditors to make claims on amounts owed. The
analysis was based on applicable law in the state where the liability
originated. There were no such gains recognized during the three months ended
December 31, 2014. The Company will continue to analyze past due payables in
future periods.
LIQUIDITY AND CAPITAL RESOURCES
Cash and cash equivalents totaled $2,567 and $3,157 at December 31, 2014 and
September 30, 2014, respectively. Net cash used in operating activities was
$5,590 for the period ended December 31, 2014 compared to $12,558 during the
period ended December 31, 2013. Net cash provided by financing activities was
$5,000 for the period ended December 31, 2014 compared to $15,000 for the
comparable period ended December 31, 2013.
We have historically relied upon one of our officers and significant
shareholders to provide cash to meet short term operating cash requirements.
During the three months ended December 31, 2014, the Company's secretary, Ms.
Visco loaned the Company an additional $5,000 for working capital. The previous
note for $959,842 was amended to increase the principal due to $964,842.
Interest expense for the three months ended December 31, 2014 and 2013 was
$17,314 and $26,401, respectively.
We have a working capital deficit $7,910,435 as of December 31, 2014 compared to
working capital deficit of $7,774,875 as of September 30, 2014. Our increase in
current liabilities is directly related to additional accrual for salaries and
interest.
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.
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.
10
Our auditors issued an explanatory paragraph regarding substantial doubt about
the Company's ability to continue as a going concern in our most recent 10-K for
the year ended September 30, 2014.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable
ITEM 4. CONTROLS AND PROCEDURES
We maintain disclosure controls and procedures that are designed to provide
reasonable assurance that information required to be disclosed in our Exchange
Act reports is recorded, processed, summarized and reported within the time
periods specified in the SEC's rules and forms and that such information is
accumulated and communicated to our management, including our Chief Executive
Officer, as appropriate, to allow timely decisions regarding required
disclosure. In designing and evaluating the disclosure controls and procedures,
management recognizes that any controls and procures, no matter how well
designed and operated, can provide only reasonable assurance of achieving the
desired control objectives and in reaching a reasonable level of assurance
management necessarily was required to apply its judgment in evaluating the cost
benefit relationship of possible controls and procedures.
Our management has evaluated, under the supervision and with the participation
of our chief executive officer and chief financial officer ("Certifying
Officers"), the effectiveness of our disclosure controls and procedures as of
the end of the period covered by this report pursuant to Rule 13a-15(b) under
the Securities Exchange Act of 1934 (the "Exchange Act"). Based on that
evaluation, our Certifying Officers have concluded that, as of the end of the
period covered by this report, our disclosure controls and procedures are
effective in ensuring that information required to be disclosed in our Exchange
Act reports is (1) recorded, processed, summarized and reported within the time
periods specified in the Securities and Exchange Commission's rules and forms,
and (2) accumulated and communicated to our management, including Certifying
Officers, as appropriate to allow timely decisions regarding required
disclosure. There has been no other change in our internal controls over
financial reporting during our most recent fiscal quarter that has materially
affected, or is reasonably likely to materially affect, our internal controls
over financial reporting.
ITEM 4T. CONTROLS AND PROCEDURES
Not applicable
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. The parties entered into a settlement
agreement on June 2, 2010. Under the settlement agreement, we agreed to pay
Stockhausen $250,000 on or before June 23, 2010 as a compromise to Stockhausen's
claims that currently total $603,921. We further agreed that we would consent to
the entry of a Judgment against us in favor of Stockhausen in the amount of
$603,921 if we failed to make complete and timely payment as agreed. The company
was unable to make the agreed upon payment, and on July 8, 2010, Stockhausen
entered a judgment for the above stated amount against the company.
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. On March 29, 2009, the
matter was settled for $400,000 and the Company had 60 days in which to remit
the amount or a judgment in the entire amount claimed will be entered against
us. The Company was not able to meet the terms of the settlement.
To the best knowledge of our management, there are no other legal proceedings
pending against us.
11
ITEM 1A. RISK FACTORS
Not applicable.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
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
101 Interactive data files pursuant to Rule 405 of Regulation S-T
SIGNATURES
In accordance with the Exchange Act, the registrant caused this report to be
signed on its behalf by the undersigned, duly authorized.
DATED: February 13, 2015
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)
1
