10-K/A 1 g7699a1.txt SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A (AMENDMENT NO. 1) [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended September 30, 2014 or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _______________ to ______________ Commission file number: 000-22855 AMERICAN SOIL TECHNOLOGIES, INC. (Name of Small Business Issuer as specific in its Charter) Nevada 95-4780218 (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification No.) 9018 Balboa Blvd, #558, Northridge, California 91304 (Address of Principal Executive Offices) (Zip Code) Issuer's telephone number, including area code: (818) 899-4686 Securities registered pursuant to Section 12(b) of the Act: None Securities registered pursuant to Section 12(g) of the Act: Common Stock, $.001 par value (Title of Class) Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 the Securities Act. Yes [ ] No [X] Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes [ ] No [X] Indicate by check mark whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter periods 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 (ss.232.405 of this chapter) 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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained herein, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. Yes [ ] No [X] Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [ ] Smaller reporting company [X] Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes [ ] No [X] As of January 12, 2015, the number of shares of common stock outstanding was 68,090,590. As of January 12, 2015, the aggregate market value of our common stock held by non-affiliates was approximately $159,689 (based upon 24,951,469 shares at $0.0064 per share). DOCUMENTS INCORPORATED BY REFERENCE The following documents are incorporated herein by reference: (i) RegistrationStatement on Form SB-2, filed on July 2, 1997, as amended (Registration No.333-30583); Form 8-K disclosing a change in Registered Certifying Accounts, filed on May 15, 2007; Form 10K for the fiscal year ended September 30, 2011 filed on December 29, 2011; Form 10Q for the quarterly period ended December 31, 2011 filed on February 8,2012; Form 10Q for the quarterly period ended March 30, 2012 filed on May 7,2012; Form 10Q for the quarterly period ended June 30, 2012 filed on August 8,2012; Form 10K for the fiscal year ended September 30, 2012 filed on January 7, 2013; Form 10Q for the quarterly period ended December 31, 2012 filed on February 14, 2013 and as amended and filed on February 15, 2013; Form 10Q for the quarterly period ended March 31, 2013 filed on May 15, 2013; Form 10Q for the quarterly period ended June 30, 2013 filed on August 12, 2013; Form 10-K for fiscal year ended September 30, 2013 filed on January 14, 2014; Form 10Q for the quarterly period ended December 31, 2013 filed on February 18, 2014; Form 10Q for the quarterly period ended March 30, 2014 filed on May 19, 2014; Form 10Q for the quarterly period ended June 30, 2014 filed on August 11, 2014. EXPLANATORY NOTE The purpose of this Amendment No. 1 to the Company's Annual Report on Form 10-K for the period ended September 30, 2014, filed with the Securities and Exchange Commission on January 13, 2015 (the "Form 10-K"), is solely to furnish Exhibit 101 to the Form 10-K. Exhibit 101 provides the financial statements and related notes from the Form 10-K formatted in XBRL (Extensible Business Reporting Language). No other changes have been made to the Form 10-K. This Amendment No. 1 to the Form 10-K continues to speak as of the original filing date of the Form 10-K, does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way disclosures made in the original Form 10-K. Pursuant to rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Act of 1934, as amended, and otherwise are not subject to liability under those sections. 2 ITEM 15. EXHIBITS 3.1 Articles of Incorporation of New Directions Manufacturing, Inc., a Nevada corporation, dated January 9, 1997 (1) 3.2 Amendment to Articles of Incorporation of New Directions Manufacturing, Inc., a Nevada corporation, dated May 29, 1997 (1) 3.3 Amendment to Articles of Incorporation of New Directions Manufacturing, Inc., dated January 4, 2000 (2) 3.4 Amendment to Articles of Incorporation of American Soil Technologies, Inc., dated August 4, 2003 (3) 3.4 Bylaws of New Directions Manufacturing, Inc., dated May 29, 1997 (1) 3.5 Amended and Restated Bylaws of New Directions Manufacturing, Inc., dated July 20, 1998 (4) 3.6 Amendment to Articles of Incorporation, dated November 30, 2006 4.1 Convertible Debenture - Lump Sum Contribution (Form) (5) 4.2 Convertible Debenture - Incremental (Form) (5) 10.1 License Agreement between Ron Salestrom, American Soil Technologies, Inc., and Polymers Plus, L.L.C., dated January 4, 2000 (2) 10.2 Sublease Agreement with The Customized Box Company, dated April 1, 2004 (6) 10.8 Employment Contract with Donette Lamson, dated January 18, 2006 (7) 10.12 Acquisition Agreement for Smart World Organics, dated July 7, 2006 (8) 10.14 Intellectual Property Purchase Agreement with Ray Nielsen, dated December 20, 2006 (9) 10.15 Security Agreement with Ray Nielsen, dated December 22, 2006 (9) 10.16 Purchase and Sale Agreement and Joint Escrow Instructions for Silver Terrace Nurseries, dated November 27, 2007 (12) 10.17 Employment Contract with Carl Ranno, dated May 23, 2008 (13) 10.18 Employment Contract with Neil Kitchen, dated May 23, 2008 (13) 10.19 Employment Contract with Diana Visco, dated May 23, 2008 (13) 21 Subsidiaries: Smart World Organics Inc. a Florida corporation 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 (14) 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 (14) 32 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002 (14) 101 Interactive data files pursuant to Rule 405 of Regulation S-T ---------- 1. Incorporated by reference from our Registration Statement on Form SB-2, filed on July 2, 1997, as amended (Registration No. 333-30583). 2. Incorporated by reference from our Form 10-KSB for the fiscal year ended June 30, 2000, filed on September 27, 2000 (File No. 000-22855). 3. Incorporated by reference from our Form 10-KSB for the fiscal year ended December 31, 2005, filed on April 3, 2006. 4. Incorporated by reference from our Form 10-KSB for the fiscal year ended June 30, 1998, filed on September 16, 1998. 5. Incorporated by reference from our Form 10-QSB for the quarterly period ended March 31, 2000, filed on May 15, 2000. 6. Incorporated by reference from our Form 10-QSB for the quarterly period ended March 31, 2004, filed on May 5, 2004. 7. Incorporated by reference from our Form 10-QSB for the quarterly period ended March 31, 2006, filed on May 17, 2006. 8. Incorporated by reference from our Form 10-QSB for the quarterly period ended June 30, 2006, filed on August 14, 2006. 9. Incorporated by reference from our Form 10-KSB for the fiscal year ended December 31, 2006, filed on April 18, 2007. 10. Incorporated by reference from our Form 10-KSB for the fiscal year ended December 31, 2006, filed on April 18, 2007. 11. Incorporated by reference from our Form 10-KSB for the fiscal year ended December 31, 2006, filed on April 18, 2007. 12. Incorporated by reference from our Form 10-KSB for the transition period ended September 30, 2007, filed on February 15, 2008. 13. Incorporated by reference from our Form 10-K for the period ended September 30, 2008, filed on January 13, 2009 14. Previously filed 3 SIGNATURES In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, duly authorized. AMERICAN SOIL TECHNOLOGIES, INC. DATED: January 14, 2015 By: /s/ Carl P. Ranno --------------------------------------------- Carl P. Ranno Director, Chief Executive Officer, President, and Chief Financial Officer (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer) 4