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, 2015
[ ] 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 19, 2016, the number of shares of common stock issued and
outstanding was 68,090,590.
Transitional Small Business Disclosure Format (check one): Yes [ ] No [X]
INDEX
Page
Number
------
PART I - FINANCIAL INFORMATION
Item 1. Consolidated Financial Statements (Unaudited) 3
Consolidated Balance Sheets -
December 31, 2015 and September 30, 2014 3
Consolidated Statements of Operations -
For the three ended December 31, 2015 and 2014 4
Consolidated Statements of Cash Flows -
For the three months ended December 31, 2015 and 2014 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 10
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,
2015 2015
------------ ------------
Assets:
Current assets
Cash and cash equivalents $ 1,912 $ 4,531
Accounts receivable, net of allowance of $35,088 at
December 31, 2015 and September 30, 2015, respectively -- 4,446
Prepaid expenses and other current assets 676 676
------------ ------------
Total assets $ 2,588 $ 9,653
============ ============
Liabilities and Stockholders' Deficit:
Current liabilities
Accounts payable $ 1,365,365 $ 1,396,382
Accrued liabilities 4,064,056 4,051,835
Notes payable 1,747,585 1,747,585
Notes payable to related parties 1,160,842 1,146,842
------------ ------------
Total liabilities 8,337,848 8,342,644
------------ ------------
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, 2015 and
September 30, 2015, 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, 2015 and
September 30, 2015, respectively 68,091 68,091
Additional paid-in capital 19,831,800 19,831,800
Accumulated deficit (29,617,000) (29,614,731)
------------ ------------
Total stockholders' deficit (8,335,260) (8,332,991)
------------ ------------
Total liabilities and stockholders' deficit $ 2,588 $ 9,653
============ ============
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,
2015 2014
------------ ------------
Revenue $ -- $ --
Cost of goods sold -- 922
------------ ------------
Gross profit (loss) -- (922)
------------ ------------
Operating expenses:
General and administrative 8,861 117,324
------------ ------------
Total operating expenses 8,861 117,324
------------ ------------
Loss from operations (8,861) (118,246)
Other (income) expense
Interest expense 17,444 17,314
Gain on Extinguishment of Debt (24,036) --
------------ ------------
Income (loss) before income taxes (2,269) (135,560)
Provision for income taxes -- --
------------ ------------
Income (loss) $ (2,269) $ (135,560)
============ ============
Net loss per share basic and diluted $ (0.00) $ (0.00)
============ ============
Weighted average common shares outstanding
used in per share calculations - basic
and diluted 68,090,590 68,090,590
============ ============
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,
2015 2014
---------- ----------
Cash flows from operating activities:
Net loss $ (2,269) $ (135,560)
Adjustments to reconcile net loss to net cash
Depreciation and amortization -- --
Gain on estinquishment of debt (24,036) --
Changes in operating assets and liabilities:
Accounts receivable 4,446 --
Accounts payable (11,633) 375
Accrued expenses 16,873 129,595
---------- ----------
Net cash used in operating activities (16,619) (5,590)
---------- ----------
Cash flows from financing activities:
Proceeds from related party notes 14,000 5,000
---------- ----------
Net cash provided by financing activities 14,000 5,000
---------- ----------
Net change in cash and cash equivalents (2,619) (590)
Cash and cash equivalents at beginning of period 4,531 3,157
---------- ----------
Cash and cash equivalents at end of period $ 1,912 $ 2,567
========== ==========
Supplemental disclosure of cash flow information:
Cash paid during the period for interest $ 573 $ 984
========== ==========
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, 2015
(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 technique, 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
$29,617,000 and negative working capital of $8,335,260 as of December 31, 2015.
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 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 2015 as reported in the Company's Form 10-K have been omitted. The
results of operations for the three month period ended December 31, 2015 and
2014 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, 2015.
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.
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
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period. Series A convertible preferred stock totaling 2,763,699 shares have been
excluded in the calculation of diluted net income (loss) per share for the three
months ended December31, 2015 and 2014 as the effect of potential common shares
is antidilutive.
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, 2015 and September 30, 2015, the Company's inventories 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 initiate claims of any amounts they might be owed has now elapsed.
Based on our determinations and findings, we eliminated $24,036 in creditor
liabilities during the three months ended December 31, 2015 which were all
previously included in accounts payable and accrued liabilities in the
accompanying balance sheets.
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,
2015 2015
---------- ----------
Interest $ 385,025 $ 378,308
Interest to related parties 287,374 277,219
Compensation and related 3,391,657 3,396,308
---------- ----------
$4,064,056 $4,051,835
========== ==========
7. NOTES PAYABLES AND RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS
During the three months ended December 31, 2015, the Company's secretary, Ms.
Visco loaned the Company an additional $14,000 for working capital. The previous
note for $1,008,842 was amended to increase the principal due to $1,022,842. The
principal is due in June 2016 and interest is payable monthly, at prime rate.
The note is currently in default for non-payment of interest. Subsequent to
quarter end, Ms. Visco loaned the Company an additional $2,500, see Note 10.
8. COMMON STOCK
There were no stock issuances during the three months ended December 31, 2015
and 2014.
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
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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.
A creditor of Smart World Organics had taken four Florida judgments against it
as well as American Soil. On November 11, 2015 a judgment was domesticated and
entered in California against the Company and Smart World Organics in the amount
of $54,300. This amount had been carried as a debt of the Company.
To the best knowledge of our management, there are no other significant legal
proceedings pending against us.
10. SUBSEQUENT EVENTS
On January 28, 2016 Ms. Visco loaned the Company an additional $2,500. The terms
of the loan as 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,
2015 2014
------------ ------------
(Unaudited) (Unaudited)
STATEMENT OF OPERATIONS DATA:
Revenue $ 0 $ 0
Net loss (2,269) (135,560)
Net loss per share basic and diluted $ (0.00) $ (0.00)
December 31, September 30,
2015 2015
------------ ------------
(Unaudited)
BALANCE SHEET DATA:
Current Assets $ 2,588 $ 9,653
Current liabilities 8,337,848 8,342,644
Accumulated deficit $(29,617,000) $(29,614,731)
THREE MONTHS ENDED DECEMBER 31, 2015 COMPARED TO THREE MONTHS ENDED DECEMBER 31,
2014
REVENUES
There were no revenues for the three months ended December 31, 2015 and 2014.
Lack of funds limits our efforts in sales and marketing.
COST OF SALES
Cost of goods sold decreased to zero for the three months ended December 31,
2015 from $922, for the three months ended December 31, 2014. Costs of goods
sold are primarily related to storage fees incurred to store our remaining
inventory, which has been fully reserved as of September 30, 2014.
9
OPERATING EXPENSES
Operating expenses decreased to $8,861 from $117,324 for the three-month period
ended December 31, 2015 and 2014, respectively. This decrease in operating
expenses was primarily a result of a decrease of approximately $110,000 as a
result of discounting the accrual of payroll for the three months ended December
31, 2015. The Company determined that due to minimal operations, payroll will
only be accrued when services are provided by remaining employees going forward.
The current employees have significant amounts of accrued compensation that is
unpaid.
NET LOSS
We experienced net loss from operations of $2,269 for the three months ended
December 31, 2015 as compared to net loss of $135,560 for the three months ended
December 31, 2014. The difference in the three months ended on December 31, 2015
was primarily a result the discontinuance of payroll. In addition, 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 was a $24,036 gain recognized during
the three months ended December 31, 2015. The Company will continue to analyze
past due payables in future periods.
LIQUIDITY AND CAPITAL RESOURCES
Cash and cash equivalents totaled $1,912 and $4,531 at December 31, 2015 and
September 30, 2015, respectively. Net cash used in operating activities was
$16,619 for the period ended December 31, 2015 compared to $5,590 during the
period ended December 31, 2014. Net cash provided by financing activities was
$14,000 for the period ended December 31, 2015 compared to $5,000 for the
comparable period ended December 31, 2014.
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, 2015, the Company's secretary, Ms.
Visco loaned the Company an additional $14,000 for working capital. The previous
note for $1,008,842 was amended to increase the principal due to $1,022,842.
Interest expense for the three months ended December 31, 2015 and 2014 was
$17,444 and $17,314, respectively.
We have a working capital deficit of $8,335,260 as of December 31, 2015 compared
to working capital deficit of $8,332,991 as of September 30, 2015.
As shown in the accompanying financial statements, we have incurred an
accumulated deficit of $29,617,000 and a working capital deficit of
approximately $8,335,260 as of December 31, 2015. 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.
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, 2015.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable
10
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.
A creditor of Smart World Organics had taken four Florida judgements against it
as well as American Soil Technologies. On November 11, 2015 a judgment was
domesticated and entered in California against the Company and Smart World
Organics in the amount of $54,300. This amount has been carried as a debt of the
Company.
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 19, 2016
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
