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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
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Date of Report (Date of earliest event reported) January 18, 2000
AMERICAN SOIL TECHNOLOGIES, INC.
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(Exact name of registrant as specified in its charter)
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Nevada
(State or other jurisdiction of incorporation)
000-22855 86-0671974
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(Commission File Number) (IRS Employer Identification No.)
215 N. Marengo Avenue, Suite 110, Pasadena, CA 91101
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (619) 521-8547
NEW DIRECTIONS MANUFACTURING, INC.
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(Former name or former address, if changed since last report)
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT
On January 3, 2000, New Directions Manufacturing, Inc., a Nevada
corporation ("New Directions - Nevada") sold its operating subsidiary, New
Directions Manufacturing, Inc., an Arizona corporation ("New Directions
- -Arizona") to management of New Directions - Nevada. This transaction
essentially took the operations of New Directions - Nevada "private." New
Directions -Nevada then initiated a 15 for 1 reverse stock split in order to
reduce the total number of shares outstanding. New Directions - Nevada then
acquired all of the outstanding shares of American Soils Technology, Inc.
("ASTI") and changed its name to "American Soil Technologies, Inc." New
Directions - Arizona, the private company, will continue the operations of
furniture manufacturing and New Directions - Nevada under its new name of
American Soil Technologies, Inc. will conduct the business of ASTI which is
development and sale of commercial soils. Current shareholders of New
Directions - Nevada will automatically own shares of ASTI, after the reverse
stock split is effected.
The former officers and directors of New Directions - Nevada
resigned and the following officers and directors were appointed to fill the
vacant terms until the next annual election of officers and directors:
Neil C. Kitchen President, C.E.O., Director
John A. Stever C.F.O.
Ken R. Lew Secretary, Director
Louie Visco Director
Richard Stevens Director
Scott M. Baker Director
There are no arrangements or understandings among members of both the
former and new control groups and their associates with respect to the election
of directors or other matters.
The details and agreements pertaining to the acquisition are contained
in the Definitive Schedule 14(c) filed with the Securities and Exchange
Commission by the Registrant and mailed to shareholders on December 13, 1999,
which is incorporated herein by reference.
ITEM 7: FINANCIAL STATEMENTS AND EXHIBITS
The acquisition closed on January 3, 2000. It is currently
impracticable for the Registrant to file the required audited financial
statements for this acquisition. However, the Registrant shall file such
financial statements under cover of Form 8-K as soon as practicable, but no
later than sixty days from the date of filing this report.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Dated: January 17, 2000 AMERICAN SOILS TECHNOLOGY, INC.
/s/ Neil C. Kitchen
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By: Neil C. Kitchen
Its: President, C.E.O., Director
