SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB


(Mark One)
   [X]   Quarterly report under Section 13 or 15(d) of the Securities Exchange
         Act of 1934 for the quarterly period ended March 31, 2001.

   [  ]  Transition report under Section 13 or 15(d) of the Securities Exchange
         Act of 1934 for the transition period from            to              .



         Commission file number: 0-29321
                                 -------


                             ASWAN INVESTMENTS, INC.
        (Exact name of small business issuer as specified in its charter)




                Nevada                                   87-0643635
                ------                                   ----------
   (State or other jurisdiction of                    (I.R.S. Employer
    incorporation or organization)                   Identification No.)





                 1403 East 900 South, Salt Lake City, Utah 84105
                 -----------------------------------------------
               (Address of principal executive office) (Zip Code)


                                 (801) 582-9609
                                 --------------
                           (Issuer's telephone number)


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 XX No


The number of outstanding shares of the issuer's common stock, $0.001 par value
(the only class of voting stock), as of May 14, 2001 was 6,564,500.


<PAGE>



                                TABLE OF CONTENTS

                                     PART I

ITEM 1.  FINANCIAL STATEMENTS..................................................3

Unaudited Balance Sheet as of March 31, 2001

Unaudited Statement of Operations for the three months ended March 31, 2001
and 2000 and the period since Date of Inception to March 31, 2001..............5

Unaudited Statement of Cash Flows for the three months ended March 31, 2001
and 2000 and the period since Date of Inception to March 31, 2001..............6

Notes to Unaudited Financial Statements........................................7


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.............8

                                     PART II

ITEM 2.  RECENT SALES OF UNREGISTERED SECURITIES. . . . . . . . . . . . . . . .8

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K......................................8

SIGNATURES.....................................................................9

INDEX TO EXHIBITS.............................................................10












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                                        2

<PAGE>



                                     PART I

ITEM 1.           FINANCIAL STATEMENTS

As used herein,  the term "Company" refers to Aswan  Investments  Inc., a Nevada
corporation,  unless otherwise indicated. Unaudited interim financial statements
including  a balance  sheet for the  Company as of the  quarter  ended March 31,
2001,  statement  of  operations,  and  statement  of cash flows for the interim
period up to the date of such balance  sheet and the period since  inception are
attached  hereto  as  Pages 4  through  6 and are  incorporated  herein  by this
reference.




























                 [THIS SPACE HAS BEEN LEFT BLANK INTENTIONALLY]






                                        3

<PAGE>





                             Aswan Investments, Inc.
                         (A Developmental Stage Company)
                             Unaudited Balance Sheet
                              As of March 31, 2001
<TABLE>
<CAPTION>

                                                                    March 31, 2001
                                                                     (unaudited)
                                                                     ----------
<S>                                                                 <C>

ASSETS
      Current Assets - cash                                          $    2,941
                                                                     ----------

            Total Current Assets                                          2,941

                                                                     ==========

LIABILITIES AND STOCK HOLDERS' EQUITY
      Current Liabilities:
                  Accounts Payable/Related Parties                   $    2,500
                  Accrued Expenses                                        2,380
                                                                     ----------

            Total Current Liabilities

                Total Current Liabilities                                 4,880

      Stockholders' equity
            Preferred stock ($.001 par value, 5,000,000
                 shares authorized; no shares issued and
                 outstanding                                                  -
            Common stock ($.001 par value 45,000,000
                 shares authorized; 6,564,500 shares issued and
                 outstanding March 31, 2001                               6,565
            Additional paid in capital                                    2,817
            Accumulated Deficit                                         (11,321)
                                                                     ----------

                 Total stockholders' equity                              (1,939)
                                                                     ----------

TOTAL LIABILITIES AND EQUITY                                         $    2,941
                                                                     ==========
</TABLE>




    The accompanying notes are an integral part of these financial statements


                                        4

<PAGE>





                             Aswan Investments, Inc.
                         (A Developmental Stage Company)
                       Unaudited Statements of Operations
               For The Three Months Ended March 31, 2000 and 2001
                                       and
        For the period of Inception (December 7, 1999) to March 31, 2001

<TABLE>
<CAPTION>



                                                                Three        December 7,
                                             Three months       months         1999
                                                ended           ended        inception)
                                              March 31,        March 31,    to March 31,
                                                 2001           2000           2001
                                             -----------      --------      ---------
<S>                                         <C>              <C>           <C>

Revenues                                     $         -      $      -      $       -
General and Administrative Costs                     280        (6,957)        11,321
                                             -----------      --------      ---------

Net Loss                                            (280)        6,957)       (11,321)

                                             ===========      ========      =========

Loss per common share-basic and diluted      $         -      $      -              -


                                             -----------      --------      ---------

Weighted average common shares basic and
diluted                                       6,044,000      4,987,000
                                             -----------      --------      ---------

</TABLE>

   The accompanying notes are an integral part of these financial statements

                                        5

<PAGE>





                             Aswan Investments, Inc.
                         (A Developmental Stage Company)
                       Unaudited Statements of Cash Flows
               For The Three Months Ended March 31, 2000 and 2001
                                       and
        For the period of Inception (December 7, 1999) to March 31, 2001


<TABLE>
<CAPTION>
                                                                 Three          Three         December
                                                                 months         months        7, 1999
                                                                 ended          ended       (inception)
                                                                March 31,       March        to March
                                                                  2001         31, 2000      31, 2001
                                                               ---------      --------      ----------
<S>                                                           <C>            <C>            <C>
OPERATING ACTIVITIES
       Net Income                                              $   ( 280)     $ (6,957)      $ (11,321)
       Adjustments to reconcile Net Income to Net
       Cash
       provided by (used in) operations:
             Stock compensation expense                                -         5,007           5,007
             Decrease in stock subscription receivable                 -           465               -
             Increase (decrease) in accounts payable and
             accrued expenses                                       (350)        2,020           2,380
                                                               ---------      --------      ----------

       Net cash provided by (used in) Operating
       Activities                                                   (630)          535         (3,934)
                                                               ---------      --------      ----------

CASH FLOWS FROM INVESTING
ACTIVITIES                                                             -             -               -

CASH FLOWS FROM FINANCING
ACTIVITIES
       Increase in related party receivable                            -             -           2,500
       Decrease in stock subscription receivable                       -             -             465
       Issuance of common stock                                    3,000             -           3,910
                                                               ---------      --------      ----------
       Net cash provided by Financing Activities                   3,000             -           6,875

NET CASH INCREASE                                                  2,370           535           2,941
                                                               ---------      --------      ----------

CASH, BEGINNING OF PERIOD                                            571             -               -
                                                               ---------      --------      ----------

CASH, END OF PERIOD                                            $   2,941      $    535      $    2,941
                                                               =========      ========      ==========
</TABLE>

   The accompanying notes are an integral part of these financial statements

                                        6

<PAGE>



                             Aswan Investments, Inc.
                         (A Developmental Stage Company)
                     NOTES TO UNAUDITED FINANCIAL STATEMENTS
                                 March 31, 2001


1.  Basis of Presentation

The accompanying unaudited condensed financial statements have been prepared by
management in accordance with the instructions in Form 10-QSB and, therefore, do
not include all information and footnotes required by generally accepted
accounting principles and should, therefore, be read in conjunction with the
Company's Form 10-KSB for the year ended December 31, 2000, filed with the
Securities and Exchange Commission. These statements do include all normal
recurring adjustments which the Company believes necessary for a fair
presentation of the statements. The interim operations results are not
necessarily indicative of the results for the full year ended December 31, 2001.

2.  Sale of Securities

On March 28, 2001, the Company sold 520,000 shares of common stock , $.001 par
value, to Kelly's Coffee Group, Inc. in a private placement. The stock was sold
at a price of $.00577 per share for a total of $3,000.00.

3.  Additional footnotes included by reference

Except as indicated in Notes above, there have been no other material changes in
the information disclosed in the notes to the financial statements included in
the Company's Form 10-KSB for the year ended December 31, 2000, filed with the
Securities and Exchange Commission. Therefore, those footnotes are included
herein by reference.


                                        7

<PAGE>



ITEM 2.       MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

Plan of Operations

The Company's plan of operation for the coming year is to identify and acquire a
favorable business opportunity. The Company does not plan to limit its options
to any particular industry, but will evaluate each opportunity on its merits.
The Company anticipates that its owners, affiliates, and consultants will
provide it with sufficient capital to continue operations until the end of the
second quarter of 2001, but there can be no assurance that this expectation will
be fully realized.

The Company does not expect to generate any meaningful revenue or incur
operating expenses unless and until it acquires an interest in an operating
company.

PART II

ITEM 2.           RECENT SALES OF UNREGISTERED SECURITIES

On March 28, 2001, the Company issued 520,000 shares of common stock to Kelly's
Coffee Group, Inc. for cash, pursuant to section 4(2) of the Securities Act in a
private transaction. The Company made this offering based on the following
factors: (1) The issuance was an isolated private transaction that did not
involve a public offering; (2) there was no subsequent contemporaneous public
offerings of the stock; (3) the stock was not broken down into smaller
denominations; and (4) the negotiations for the sale of the stock too place
directly between the offeree and the Company.

ITEM 6.           EXHIBITS AND REPORTS ON FORM 8-K

(a)      Exhibits Exhibits required to be attached by Item 601 of Regulation S-B
         are listed in the Index to Exhibits on page 10 of this Form 10-QSB, and
         are incorporated herein by this reference.

(b)      Reports on Form 8-K.  No reports on Form 8-K were filed during the
         period covered by this Form 10- QSB.














                                        8

<PAGE>



                                   SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, hereunto duly
authorized, this 14th day of May, 2001.




ASWAN INVESTMENTS, INC.



 /s/  Ruairidh Campbell                                May 14, 2001
----------------------------                           ----------------
Ruairidh Campbell                                          Date
President and Director






















                                                         9

<PAGE>



                                INDEX TO EXHIBITS

EXHIBIT           PAGE
NO.               NO.               DESCRIPTION

3(i)         *      Articles  of  Incorporation  of  the  Company  (incorporated
                    herein by reference  from Exhibit No. 3(i) of the  Company's
                    Form  10-SB  as  filed  with  the  Securities  and  Exchange
                    Commission on February 3, 2000).

3(ii)        *      Bylaws of the Company,  as amended  (incorporated  herein by
                    reference  from Exhibit 3(ii) of the Company's Form 10-SB as
                    filed  with  the  Securities  and  Exchange   Commission  on
                    February 3, 2000).

Material Contracts

10(i)       11      Stock  Purchase  Agreement  dated March 28, 2001 between the
                    Company and Kelly's Coffee Group, Inc.














                                       10

<PAGE>



                            STOCK PURCHASE AGREEMENT
Exhibit 10(i)

     THIS STOCK PURCHASE  AGREEMENT  ("Agreement")  is executed this 28th day of
March,  2001 by and  between  Aswan  Investments,  Inc.,  a  Nevada  corporation
("Aswan"), and Kelly's Coffee Group, Inc., a Nevada corporation ("Kelly's").

                                    Recitals

     Aswan  desires  to sell and  transfer  Five  Hundred  and  Twenty  Thousand
(520,000)  restricted shares of the common stock of Aswan to Kelly's and Kelly's
desires to purchase and  acquire,  Five  Hundred and Twenty  Thousand  (520,000)
restricted  shares of the common stock of Aswan, par value $0.001 per share (the
"Shares"),  in a  private  non-registered  transaction  in  exchange  for a cash
payment of Three  Thousand  ($3,000)  dollars,  representing a purchase price of
$0.006 per share.

                                    Agreement

     In  consideration  of  the  mutual  promises,   covenants,  and  agreements
contained in this Agreement, and for other good and valuable consideration,  the
receipt and sufficiency of which is acknowledged by all the parties, the parties
hereby agree as follows:

1.   Purchase  and Sale of  Shares.  Aswan  agrees  to  transfer  the  Shares to
     Kelly's,  and Kelly's agrees to acquire the Shares from Aswan.  Immediately
     after Aswan  receives the purchase  price from Kelly's,  it will direct its
     transfer agent to issue the Shares to Kelly's.

2.   Purchase Price. As consideration for the Shares, Kelly's shall pay to Aswan
     the sum of Three Thousand ($3,000)  dollars,  representing a purchase price
     of $0.006 per share.

3.   Representation  and Warranties of Kelly's.  Kelly's represents and warrants
     that:


     a.   Kelly's  is an  entity  incorporated  under  the laws of the  State of
          Nevada.

     b.   Kelly's has such  knowledge  and  expertise in financial  and business
          matters that it is capable of  evaluating  the merits and  substantial
          risks of the  purchase of the Shares and is able to bear the  economic
          risks relevant to the purchase of the Shares hereunder.

     c.   Kelly's is  relying  solely  upon  independent  consultation  with its
          professional,  legal,  tax,  accounting  and such  other  advisors  as
          Kelly's deems to be appropriate in purchasing the Shares;  Kelly's has
          been advised to, and has  consulted  with,  its  professional  tax and
          legal advisors with respect to any tax  consequences of purchasing the
          Shares.




     d.   Kelly's   understands   that   Aswan   is   relying   upon   Kelly's's
          representations  and  warranties  as  contained  in this  Agreement in
          consummating the sale and transfer of the Shares. Therefore,

                                                        11

<PAGE>



          Kelly's agrees to indemnify Aswan against,  and hold it harmless from,
          all losses,  liabilities,  costs,  penalties  and expenses  (including
          attorney's fees) which arise as a result of a sale,  exchange or other
          transfer of the Shares other than as permitted under this Agreement.

4.   Representations  and  Warranties of Aswan.  Aswan  represents  and warrants
     that:


     a.   Aswan is a corporation  duly organized and validly  existing under the
          laws of the State of Nevada.

     b.   Aswan  has  valid  title to the  Shares  which it is  transferring  to
          Kelly's  pursuant  to this  Agreement.  There  are no  claims,  liens,
          security interests, or other encumbrances upon the Shares.

     c.   Aswan is relying  solely upon its  independent  consultation  with its
          professional,  legal, tax, accounting and such other advisors as Aswan
          deems to be appropriate  in  transferring  the Shares;  Aswan has been
          advised to, and has consulted  with,  its  professional  tax and legal
          advisors  with respect to any tax  consequences  of  transferring  the
          Shares.

     d.   All  corporate  action on the part of Aswan  required  for the  lawful
          execution and delivery of this  Agreement and the issuance,  execution
          and delivery of the Shares has been duly and effectively  taken.  Upon
          execution and delivery,  this  Agreement  will  constitute a valid and
          binding obligation of Aswan, enforceable in accordance with its terms,
          except as the enforceability may be limited by applicable  bankruptcy,
          insolvency or similar laws and judicial decisions affecting creditors'
          rights generally.

5.   Survival of Representations, Warranties and Covenants.

         The representations, warranties and covenants made by Aswan and Kelly's
         in this Agreement shall survive the purchase and sale of the Shares.

6.   Miscellaneous.

     a.   In the  event  any  one or more of the  provisions  contained  in this
          Agreement  are  for  any  reason  held  to  be  invalid,   illegal  or
          unenforceable  in  any  respect,   such   invalidity,   illegality  or
          unenforceability  shall  not  affect  any  other  provisions  of  this
          Agreement.  This  Agreement  shall be  construed  as if such  invalid,
          illegal or unenforceable provision had never been contained herein.

     b.   This  Agreement  shall be binding upon and inure to the benefit of the
          parties and their respective heirs, legal representatives, successors,
          and permitted  assigns.  The parties hereto may not transfer or assign
          any part of their rights or obligations except to the extent expressly
          permitted by this Agreement.


                                       12

<PAGE>


     c.   This  Agreement  constitutes  the entire  agreement and  understanding
          between the parties with respect to the sale of the Shares and may not
          be modified or amended except in writing signed by both parties.


     d.   No term or  condition of this  Agreement  shall be deemed to have been
          waived nor shall there be any  estoppel to enforce  any  provision  of
          this Agreement except by written  instrument of the party charged with
          such waiver or estoppel.

     e.   The validity,  interpretation, and performance of this Agreement shall
          be  governed by the laws of the State of Utah,  without  regard to its
          law on the conflict of laws. Any dispute arising out of this Agreement
          shall be brought  in a court of  competent  jurisdiction  in Salt Lake
          County, State of Utah. The parties exclude any and all statutes,  laws
          and treaties which would allow or require any dispute to be decided in
          another  forum or by other  rules of  decision  than  provided in this
          Agreement.

         IN WITNESS WHEREOF, the parties have executed this Stock Purchase
Agreement as of the day and year first appearing herein.



Aswan Investments, Inc.                 Kelly's Coffee Group, Inc.

/s/  Ruairidh Campbell                   /s/ David Wolfson
---------------------------------       ---------------------------------
 Ruairidh Campbell, President            David Wolfson, Vice-President


                                      13