Use these links to rapidly review the documentSOUTHWESTERN WATER EXPLORATION CO. FORM 10-QSB INDEX

---

---

SECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549

(Mark One)

|ý | QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------

For the quarterly period ended September 30, 2001

or

|o | TRANSACTION REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ------------------------------------------------------------------------------------

For the transition period
from                            to

Commission file number 33-16110-D

SOUTHWESTERN WATER EXPLORATION CO.(Formerly Star Acquistitons Corporation)
(Exact name of small business issuer as specified in its charter)

COLORADO(State or other jurisdiction of
incorporation or organization)

84-1062895(IRS Employer Identification No.)4391 S. PEARL STREET
LAS VEGAS, NEVADA(Address of principal executives offices)

89121(Zip Code)


(800) 661-9169(Issuer's telephone number including area code)

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
than the registrant required to file such reports), and (2) has been subject to such filing requirements for the past
90 days. Yes o    No ý

As
of July 1, 2002, the Registrant had 19,353,131 shares of common stock outstanding.

Transitional
Small Business Disclosure Format: Yes o    No ý

---

---

---

SOUTHWESTERN WATER EXPLORATION CO.        FORM 10-QSB        INDEX



|        |  |                       |                                                                                                                                                                         
|------- |  | --------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|PART I  |  | FINANCIAL INFORMATION
|        |  | Item 1               | Financial Statements                                                                                                                                                    
|        |  |                       | Consolidated Balance SheetSeptember 30, 2001 (unaudited) and March 31, 2001 (audited)                                                                                  
|        |  |                       | Consolidated Statement of Loss and DeficitThree and Six Months ended September 30, 2001 and 2000 and period April 1, 1992 (inception) to September 30, 2001 (unaudited)
|        |  |                       | Consolidated Statement of Cash FlowsThree and Six Months ended September 30, 2001 and 2000 and period April 1, 1992 (inception) to September 30, 2001 (unaudited)      
|        |  |                       | Notes to Consolidated Unaudited Financial Statements                                                                                                                    
|        |  | Item 2               | Management's Discussion and Analysis or Plan of Operations                                                                                                              
|PART II |  | OTHER INFORMATION    

---



PART IFINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

SOUTHWESTERN WATER EXPLORATION CO.  (A DEVELOPMENT STAGE COMPANY)        CONSOLIDATED BALANCE SHEET  (Expressed in U. S. Dollars)

|                                                      |                                              | September 30,
2001 |           | March 31,
2001 |  
|----------------------------------------------------- | -------------------------------------------- | ------------------ | --------- | -------------- | -
|
|Assets                                                |                                              |                    |           |                |  
|Current assets:                                       |                                              |                    |           |                |  
|                                                      | Cash and cash equivalents                    |                    | $         | 1,597,307      |  
|                                                      | Accounts receivable                          |                    |           | 5,018          |  
|                                                      | Due from shareholder                         |                    |           | 1,673          |  
|                                                      |                                              |                    |           |                |  
|                                                      |                                              |                    | 1,603,998 |                |  
|Due from affiliated corporation                       |                                              |                    |           |                |  
|Capital assets, at cost less accumulated depreciation |                                              |                    | 20,914    |                |  
|License and other assets                              |                                              |                    | 201       |                |  
|                                                      |                                              |                    |           |                |  
|                                                      |                                              | $                  | 1,625,113 |                | $
|                                                      |                                              |                    |           |                |  
|Liabilities and Shareholders' Deficiency              |                                              |                    |           |                |  
|Current liabilities:                                  |                                              |                    |           |                |  
|                                                      | Accounts payable and accrued liabilities     |                    | $         | 67,131         |  
|                                                      | Advances from shareholder                    |                    |           |               |  
|                                                      |                                              |                    |           |                |  
|                                                      |                                              |                    | 67,131    |                |  
|Advances from affiliated corporation                  |                                              |                    | 154,746   |                |  
|Minority interest                                     |                                              |                    | 14,975    |                |  
|Shares to be issued (note 4)                          |                                              |                    | 763,574   |                |  
|Shareholders' deficiency:                             |                                              |                    |           |                |  
|                                                      | Share capital (note 4)                       |                    |           | 3,695,577      |  
|                                                      | Deficit accumulated during development stage |                    |           | (2,779,650     | )
|                                                      | Deficit accumulated prior to April 1, 1992   |                    |           | (291,240       | )
|                                                      |                                              |                    |           |                |  
|                                                      |                                              |                    | 624,687   |                |  
|                                                      |                                              |                    |           |                |  
|                                                      |                                              | $                  | 1,625,113 |                | $
|                                                      |                                              |                    |           |                |  

See
accompanying notes to consolidated unaudited financial statements.

---



SOUTHWESTERN WATER EXPLORATION CO.  (A DEVELOPMENT STAGE COMPANY)        CONSOLIDATED STATEMENT OF LOSS AND DEFICIT  (Expressed in U. S. Dollars)

|                             |                                                   |   |            |        |   |            |         |   |            | Period from
commencement
of operations on
April 1, 1992 to
September 30,
2001 |  
|---------------------------- | ------------------------------------------------- | - | ---------- | ------ | - | ---------- | ------- | - | ---------- | ----------------------------------------------------------------------------- | -
|
|
|
|Interest income              |                                                   | $ | 1,795      |        | $ |           |         | $ | 2,055      |                                                                               | $
|Expenses:                    |                                                   |   |            |        |   |            |         |   |            |                                                                               |  
|                             | Consulting Fees                                   |   |            | 51,703 |   |            | 1,682   |   |            | 87,692                                                                        |  
|                             | Office Expense                                    |   |            | 27,225 |   |            | 12,080  |   |            | 72,374                                                                        |  
|                             | Investor Relations                                |   |            | 15,000 |   |            |        |   |            | 30,000                                                                        |  
|                             | Professional                                      |   |            | 12,072 |   |            |        |   |            | 14,548                                                                        |  
|                             | Salary                                            |   |            |       |   |            |        |   |            | 41,273                                                                        |  
|                             | Development                                       |   |            | 445    |   |            | 25,000  |   |            | 445                                                                           |  
|                             | Travel                                            |   |            | 436    |   |            | 3,300   |   |            | 4,704                                                                         |  
|                             | Bank charges                                      |   |            | 300    |   |            | 87      |   |            | 428                                                                           |  
|                             | Compensation expense on granting of stock options |   |            |       |   |            |        |   |            |                                                                              |  
|                             | Miscellaneous                                     |   |            | 50     |   |            | 183     |   |            | 397                                                                           |  
|                             | Financing fees                                    |   |            |       |   |            | 127,270 |   |            | 117,738                                                                       |  
|                             | Commission                                        |   |            |       |   |            |        |   |            |                                                                              |  
|                             | Business taxes                                    |   |            |       |   |            |        |   |            |                                                                              |  
|                             | Depreciation                                      |   |            | 872    |   |            | 168     |   |            | 1,744                                                                         |  
|                             |                                                   |   |            |        |   |            |         |   |            |                                                                               |  
|                             |                                                   |   | 109,893    |        |   | 169,770    |         |   | 371,343    |                                                                               |  
|                             |                                                   |   |            |        |   |            |         |   |            |                                                                               |  
|Net loss                     |                                                   |   | (106,308   | )      |   | (169,770   | )       |   | (369,288   | )                                                                             |  
|Deficit, beginning of period |                                                   |   | (2,673,342 | )      |   | (1,924,817 | )       |   | (2,410,362 | )                                                                             |  
|                             |                                                   |   |            |        |   |            |         |   |            |                                                                               |  
|Deficit, end of period       |                                                   | $ | (2,779,650 | )      | $ | (2,094,587 | )       | $ | (2,779,650 | )                                                                             | $
|                             |                                                   |   |            |        |   |            |         |   |            |                                                                               |  
|Net Loss per share $(0.01)   |                                                   | $ | (0.02      | )      | $ | (0.02      | )       | $ | (0.02      | )                                                                             | $
|                             |                                                   |   |            |        |   |            |         |   |            |                                                                               |  

See
accompanying notes to consolidated unaudited financial statements.

---



SOUTHWESTERN WATER EXPLORATION CO.  (A DEVELOPMENT STAGE COMPANY)        CONSOLIDATED STATEMENT OF CASH FLOWS  (Expressed in U. S. Dollars)

|                                                |                                                         |   |                                                   |           |   |         |          |   |           | Period from
commencement
of operations on
April 1, 1992 to
September 30,
2001 |  
|----------------------------------------------- | ------------------------------------------------------- | - | ------------------------------------------------- | --------- | - | ------- | -------- | - | --------- | ----------------------------------------------------------------------------- | -
|
|
|
|Cash flows from (used in) operating activities: |                                                         |   |                                                   |           |   |         |          |   |           |                                                                               |  
|Operations:                                     |                                                         |   |                                                   |           |   |         |          |   |           |                                                                               |  
|                                                | Net loss                                                |   | $                                                 | (106,300  | ) | $       | (169,770 | ) | $         | (369,288                                                                      | )
|                                                | Items not involving cash:                               |   |                                                   |           |   |         |          |   |           |                                                                               |  
|                                                |                                                         |   | Depreciation                                      |           |   | 704     |          |   | 168       |                                                                               |  
|                                                |                                                         |   | Stock issued for services                         |           |   |        |          |   | 135,000   |                                                                               |  
|                                                |                                                         |   | Warrants issued for services                      |           |   |        |          |   | 22,263    |                                                                               |  
|                                                |                                                         |   | Compensation expense on granting of stock options |           |   |        |          |   |          |                                                                               |  
|                                                | Net change in non-cash operating working capital:       |   |                                                   |           |   |         |          |   |           |                                                                               |  
|                                                |                                                         |   | Accounts receivable                               |           |   | 243     |          |   |          |                                                                               |  
|                                                |                                                         |   | Accounts payable and accrued liabilities          |           |   | 15,003  |          |   | (5,938    | )                                                                             |  
|                                                |                                                         |   |                                                   |           |   |         |          |   |           |                                                                               |  
|                                                |                                                         |   | (90,358                                           | )         |   | (18,277 | )        |   | (190,769  | )                                                                             |  
|Financing:                                      |                                                         |   |                                                   |           |   |         |          |   |           |                                                                               |  
|                                                | Net advances from (repayment to affiliated) corporation |   |                                                   | 168,938   |   |         | (103,807 | ) |           | 120,701                                                                       |  
|                                                | Net advances from shareholder                           |   |                                                   |          |   |         |         |   |           | (14,939                                                                       | )
|                                                | Issuance of share capital                               |   |                                                   | 1,300,000 |   |         | 299,000  |   |           | 1,300,000                                                                     |  
|                                                | Minority interest                                       |   |                                                   | (10,000   | ) |         |         |   |           | (10,000                                                                       | )
|                                                | Increase (decrease) in cash overdraft                   |   |                                                   |          |   |         | (255     | ) |           |                                                                              |  
|                                                |                                                         |   |                                                   |           |   |         |          |   |           |                                                                               |  
|                                                |                                                         |   | 1,458,938                                         |           |   | 194,938 |          |   | 1,395,762 |                                                                               |  
|Investments:                                    |                                                         |   |                                                   |           |   |         |          |   |           |                                                                               |  
|                                                | Purchase of capital assets                              |   |                                                   | (11,110   | ) |         |         |   |           | (11,110                                                                       | )
|                                                |                                                         |   |                                                   |           |   |         |          |   |           |                                                                               |  
|                                                | Increase in cash and cash equivalents                   |   |                                                   | 1,357,470 |   |         | 176,661  |   |           | 1,193,883                                                                     |  
|                                                | Cash and cash equivalents, beginning of period          |   |                                                   | 239,837   |   |         |         |   |           | 403,424                                                                       |  
|                                                |                                                         |   |                                                   |           |   |         |          |   |           |                                                                               |  
|Cash and cash equivalents, end of period        |                                                         | $ | 1,597,307                                         |           | $ | 176,661 |          | $ | 1,597,307 |                                                                               | $
|                                                |                                                         |   |                                                   |           |   |         |          |   |           |                                                                               |  

See
accompanying notes to consolidated unaudited financial statements.

---



SOUTHWESTERN WATER EXPLORATION CO.  (A DEVELOPMENT STAGE COMPANY)        NOTES TO CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS        September 30, 2001  (Expressed in U. S. Dollars

1. Incorporation and basis of presentation:

Southwestern Water Exploration Co. (the "Company") is incorporated under the laws of the State of Colorado and is planning to develop projects for the production
of water reservoirs in the United States.

These
financial statements are presented using U.S. dollars as the functional and reporting currency and have been prepared in accordance with generally accepted accounting principles in
the United States. The financial information included herein is unaudited. These interim financial statements follow the same accounting policies and methods of application as the most recent annual
audited financial statements dated March 31, 2001, and should be read in conjunction with those financial statements. The disclosures herein are incremental to those included within the annual
financial statements. These interim financial statements should be read in conjunction with the annual statements.

2. Organization and business:

These financial statements have been prepared on the basis of accounting principles applicable to a going concern, which assume that the Company will continue in
operations for the foreseeable future and will be able to realize its assets and discharge its obligations in the normal course of operations.

At
September 30, 2001 the Company is in the development stage and has no history of generating cash flow from its operations. The Company intends to develop and market potable
water throughout the southwest United States and has identified a number of sites that it believes will provide potable water, including significant water reservoirs in Colorado. In order to develop
these sites, the Company needs to acquire access rights and raise financing in order to commence drilling. Once developed, it is the intent of the Company to market the water from these sites, or in
the event it is unsuccessful, to sell the water rights.

During
its development stage, the Company has funded its operating activities primarily by issuing equity. The Company anticipates that it will be necessary to issue additional equity to
fund future activities. During the six months ended September 30, 2001 the Company raised $1,300,000 from private placements.

There
can be no assurance that the Company will be successful in raising additional equity or of the Company's ability to continue as a going concern. The application of the going
concern concept is dependent upon the Company receiving the continued support of its shareholders, its ability to raise new capital and its ability to achieve a commercial level of production and
sales and profitable operations.

3. Related party transactions:

From time to time amounts are advanced by AIFE Canada to the Company as and when required for operating purposes. There is, however, no obligation for AIFE Canada
to make future advances. During the six months ended September 30, 2001, the Company received $120,701, net of repayments, from AIFE Canada, (2000net repayment to AIFE Canada of
$92,874.

---

The
advances from AIFE Canada, which total $34,045 as of March 31, 2001 and $154,746 at September 31, 2001, are non-interest bearing with no fixed terms of
repayment and are classed as long-term as the affiliate has agreed not to demand repayment within the next year.

4. Share capital:



---



|                                                                         |  | Number of
shares |   | Amount |           | Subscriptions
receivable |  
|------------------------------------------------------------------------ |  | ---------------- | - | ------ | --------- | ------------------------ | -
|Issued and outstanding, April 1, 1992                                    |  | 12,300,000       |   | $      | 492       |                          | $
|Effect of reverse spilt, October 23, 1993                                |  | (11,808,000      | ) |        |          |                          |  
|Elimination of deficit                                                   |  |                 |   |        | (492      | )                        |  
|Share issued in reverse takeover                                         |  | 4,500,000        |   |        | 325       |                          |  
|                                                                         |  |                  |   |        |           |                          |  
|Balance, March 31, 1994                                                  |  | 4,992,000        |   |        | 325       |                          |  
|Issued for cash                                                          |  | 30,000           |   |        | 30        |                          |  
|Amounts receivable collected                                             |  |                 |   |        | 15        |                          |  
|                                                                         |  |                  |   |        |           |                          |  
|Balance, March 31, 1995                                                  |  | 5,022,000        |   |        | 370       |                          |  
|Issued for cash and subscriptions receivable                             |  | 235,000          |   |        | 220       |                          |  
|                                                                         |  |                  |   |        |           |                          |  
|Balance, March 31, 1996                                                  |  | 5,257,000        |   |        | 590       |                          |  
|Issued for cash and subscriptions receivable                             |  | 265,000          |   |        | 245       |                          |  
|                                                                         |  |                  |   |        |           |                          |  
|Balance, March 31, 1997                                                  |  | 5,522,000        |   |        | 835       |                          |  
|Issued for cash and subscriptions receivable                             |  | 151,000          |   |        | 126       |                          |  
|                                                                         |  |                  |   |        |           |                          |  
|Balance, March 31, 1998                                                  |  | 5,673,000        |   |        | 961       |                          |  
|Issued on conversion of preferred shares                                 |  | 1,172,000        |   |        | 835,971   |                          |  
|Issued on conversion of warrants                                         |  | 1,008,120        |   |        |          |                          |  
|Issued for cash                                                          |  | 326,000          |   |        | 119,078   |                          |  
|Issued in exchange for reduction of amount due to affiliated corporation |  | 80,000           |   |        | 35,500    |                          |  
|Issued for consulting services rendered                                  |  | 300,000          |   |        |          |                          |  
|                                                                         |  |                  |   |        |           |                          |  
|Balance, March 31, 1999                                                  |  | 8,559,120        |   |        | 991,510   |                          |  
|Issued for cash                                                          |  | 1,200,000        |   |        | 1,200     |                          |  
|Value attributed to compensation expense on granting of stock options    |  |                 |   |        | 100,000   |                          |  
|                                                                         |  |                  |   |        |           |                          |  
|Balance, March 31, 2000                                                  |  | 9,759,120        |   |        | 1,092,710 |                          |  
|Issued for cash                                                          |  | 1,500,000        |   |        | 299,000   |                          |  
|Issued for services rendered                                             |  | 820,000          |   |        | 215,000   |                          |  
|Issued to correct prior period error                                     |  | 55,200           |   |        |          |                          |  
|Value attributed to warrants issued for services rendered                |  |                 |   |        | 102,791   |                          |  
|Stock issuance costs                                                     |  |                 |   |        | (132,979  | )                        |  
|                                                                         |  |                  |   |        |           |                          |  
|Balance, March 31, 2001                                                  |  | 12,134,320       |   |        | 1,576,522 |                          |  
|Issued for cash                                                          |  | 3,714,286        |   |        | 1,300,000 |                          |  
|Issued for cash received subsequent to                                   |  |                  |   |        |           |                          |  
|September 30, 2001                                                       |  | 850,001          |   |        |          |                          |  
|Issued for cash and services received in prior year                      |  | 1,550,000        |   |        | 669,985   |                          |  
|Issued for services rendered                                             |  | 300,000          |   |        | 120,000   |                          |  
|Correction of prior year overstatement                                   |  | (15,000          | ) |        |          |                          |  
|Value attributed to warrants issued for services rendered                |  |                 |   |        | 49,060    |                          |  
|Stock issuance costs                                                     |  |                 |   |        | (19,990   | )                        |  
|                                                                         |  |                  |   |        |           |                          |  
|Balance, September 30, 2001                                              |  | 18,533,607       |   | $      | 3,695,577 |                          | $

---



The Company authorized for issuance 40,000 shares for services rendered during the six months ended September 30, 2001 and 230,000 shares
for services rendered during fiscal 2001 that were not yet issued at September 30, 2001. The fair value of these shares was $108,000 of which $16,000 has been included in stock issuance costs
in fiscal 2002 and $92,000 had been included in stock issuance costs in fiscal 2001.

On
August 21, 2000, the Board of Directors resolved to issue 2,979,880 common shares to AIFE Canada as repayment of $655,574 of amounts owing to AIFE Canada. The value of $0.22
per share issued was determined by the Board to be the fair value of the common shares at that date. The shares were not yet issued at September 30, 2001.



During
the six months ended September 30, 2001 the Company issued 1,290,000 warrants, each warrant entitling the holder to acquire one common share of the Company.

The
warrants issued and outstanding at September 30, 2001 were as follows:

Number of warrants

Exercise Price

Expiration date200,000

$
0.25

July 1, 200250,000


0.25

July 8, 2002500,000


0.25

July 11, 20031,200,000


0.50

September 15, 2002200,000


0.50

November 15, 2002100,000


0.50

April 14, 2003230,000


0.50

February 23, 2004250,000


1.00

April 14, 2003500,000


1.00

February 21, 20031,000,000


1.00

October 1, 200340,000


1.00

February 26, 2003250,000


1.50

April 14, 20031,000,000


1.50

October 1, 200375,000


0.50

Conditional75,000


0.75

Conditional50,000


1.00

Conditional5,720,000




200,000
warrants have conditional expiry dates and all relate to the drilling and testing of the Company's first well in the Hygiene formation in Colorado. 75,000 warrants (the "$0.50
warrants") with an exercise price of $0.50 per warrant, expire six months following the completion of the drilling and

---

testing of the Hygiene test well. An additional 75,000 warrants (the "$0.75 warrants") with an exercise price of $0.75 per warrant expire six months following the exercise of the $0.50 warrants. The
remaining 50,000 warrants with an exercise price of $1.00 per warrant expire six months following the exercise of the $0.75 warrants.

790,000
of the warrants issued during the six months ended September 30, 2001were for services rendered. The fair market value of the warrants was determined to be $49,060,
calculated using the Black Scholes pricing model with the following weighted average assumptions:

|Risk                |  | 3.7%     
|------------------- |  | ---------
|Volatility          |  | 100%     
|Life of the warrant |  | 2.5 years
|Dividend yield      |  | 0%       

---



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

The
following discussion and analysis should be read in conjunction with the financial statements and accompanying notes appearing elsewhere in this quarterly report for the period ended
September 30, 2001.

FORWARD-LOOKING STATEMENTS

This report contains "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934. These statements relate to future events or the Company's future financial performance. The Company intends the forward-looking statements throughout this quarterly report and
the information incorporated by reference to be covered by the safe harbor provisions for forward-looking statements. All projections and statements regarding the Company's expected financial position
and operating results, its business strategy, its financing plans and the outcome of any contingencies are forward-looking statements. These statements can sometimes be identified by the use of
forward-looking words such as "may," "believe," "plan," "will," "anticipate," "estimate," "expect," "intend," and other words and phrases of similar meaning. Known and unknown risks, uncertainties and
other factors could cause the actual results to differ materially from those contemplated by the statements. The forward-looking information is based on information available as of the date of this
report on Form 10-QSB and on numerous assumptions and developments that are not within our control. Although the Company believes these forward-looking statements are reasonable,
the Company cannot assure you they will turn out to be correct. Actual results could be materially different from our expectations due to a variety of factors, including the following:



This
list is intended to identify some of the principal factors that could cause actual results to differ materially from those described in the forward-looking statements included
elsewhere in this report.

General

Southwestern Water Exploration Co. (the "Company"), formerly Star Acquisitions Corporation, was incorporated in the State of Colorado on July 10, 1987. The
Company's activities from inception consisted primarily of reviewing possible business opportunities and acquisitions and maintaining the business entity. The Company had only nominal net assets and
no operational activities from the fiscal

---

years 1987 through 1993, and all expenses incurred were solely related to maintaining the entity and reviewing potential business opportunities.

As
of September 30, 2001, the Company is in the development stage and has no history of generating cash flow from its operations. The Company intends to develop and market potable
water throughout the southwest United States and has identified a number of sites which it believes will provide potable water, including a significant water reservoir in Colorado and other western
states. In order to develop and commence drilling these sites the Company needs to acquire access rights and raise additional capital. Once developed, it is the intent of the Company to market the
water from these sites, or in the event it is unsuccessful, to sell the water rights.

Results of Operation

The Company had no revenues from operations for the three fiscal years ended March 31, 2001 and the six months ended September 30, 2001. The Company
does not anticipate earning revenues until such time as it has successfully acquired water rights and marketed the water or sold the water rights. During the six months ended September 30,
2001, the Company received $2,055 in interest income. The Company incurred expenses of $371,343 during the six months ended September 30, 2001, as compared to $178,985 in the same period in
2000. The increase in expense is due primarily to consulting fees paid during the period, which were non-cash items reflecting the fair market value of stocks and warrants issued to third
parties in connection with equity financing services, as well as increased expenses for office, investor relations, salary and professional services.

The
Company has incurred operating losses and negative cash flow each quarter and each year since 1993. The Company's accumulated deficit was $2,410,362 and $2,779,650 at
March 31, 2001 and September 30, 2001, respectively. The Company believes it will continue to experience net losses on a quarterly and annual basis until and unless the Company is able
to generate or develop business revenues for which there is no future assurance.

Liquidity and Capital Resources

During its development stage, the Company has funded its operating activities primarily by issuing equity as well as loans from shareholders and AIFE, American
Institute of Formation Evaluation, Ltd. ("AIFE Canada"), a Canadian corporation controlled by Steven Misner and Barbara McAllister, each of whom are officers and directors of the Company.

In
August 2000, the Company's Board of Directors resolved to issue 2,979,880 shares of its common stock to AIFE Canada as repayment of $655,574 owed to AIFE Canada, at a value of
$0.22 per share, which was determined by the Board to be the fair market value of the shares at that date. The shares of common stock were issued to AIFE Canada in August 2002 and subsequently
distributed by AIFE Canada to its shareholders. See Note 3 to the Consolidated Unaudited Financial Statements"Related party transactions."

During
the six months ended September 30, 2001, the Company received $249,076 in advances from AIFE Canada and made payments to AIFE Canada of $128,375. As of September 30,
2001, the Company owes AIFE Canada an aggregate of $154,746, which is non-interest bearing advance and has no fixed term for repayment. See Note 3 to the Consolidated Unaudited
Financial Statements"Related party transactions."

During
the three months ended September 30, 2001, the Company received an aggregate of $1,300,000 in proceeds from the sale of its securities. From March 31, 2000 through
March 31, 2002, the Company has raised an aggregate of $2.5 million in additional funds from a series of private placements to certain accredited investors, which the Company is
currently using to pursue its leasing, drilling and marketing activities for the sites identified in Colorado. The Company anticipates that funding of future activities will continue to be provided by
the completion of private placements of its common stock.

---



PART IIOTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

The Company is not a party to any legal proceedings that management believes to be material, and there are no such proceedings that are known to be contemplated.

ITEM 2. CHANGES IN SECURITIES

During the three months ended September 30, 2001, the Company sold units of its securities, each of which consisted of one share of common stock and
warrants to purchase one share of common stock at $1.50 per share and an additional share of common stock at $3.00 per share ("Unit"), at $0.35 per Unit to the following purchasers:

|Purchaser                      |       | Number of Units |           | Gross Proceeds
|------------------------------ | ----- | --------------- | --------- | --------------
|Nathan A. Low                  |       | 1,428,571       |           | $             
|The Nathan A. Low Family Trust |       | 2,285,715       |           |               
|Nathan and Ruth Low            |       | 571,429         |           |               
|Ceki Penso                     |       | 28,572          |           |               
|                               |       |                 |           |               
|                               | Total |                 | 4,314,287 |               
|                               |       |                 |           |               

Although
no broker/dealers were involved in the foregoing sales, the Company was obligated to issue to Mid-Ocean Investments, a Bermuda corporation ("Mid-Ocean"),
as a finder's fee in connection with the sales to Nathan A. Low, Nathan and Ruth Low, and the Nathan A. Low Family Trust, the following securities: 342,587 shares of common stock, which were issued
during the quarter ended March 31, 2002, and warrants to purchase 342,587 shares of common stock at $1.50 per share and an additional 342,587 shares at $3.50 per share, all of were issued
during the quarter ended December 31, 2001.

The
offers and sales set forth above were made in reliance upon the exemption from registration provided by Section 4(2) of the 1933 Act and Regulation S and
Regulation D adopted thereunder. All of the purchasers are known to the Company's chief executive officer, Steven Misner, or were referred to him by other shareholders. Based upon written
representations made by the purchasers, the Company believes that all of the purchasers were accredited investors at the time of their purchase. All purchasers represented that they purchased the
securities for investment, and all certificates issued to the purchasers contained a restrictive legend advising that the shares represented by the certificates may not be sold, transferred, pledged
or hypothecated without having first been registered or the availability of an exemption from registration established.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None during this reporting period.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None during this reporting period.

ITEM 5. OTHER INFORMATION

None during this reporting period.

---

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K



|Exhibit
Number |   | Title of Exhibit                                                                                                                                                                                                                                                                                      
|-------------- | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|2.1            |   | Agreement and Plan of Reorganization between Star Acquisitions Corporation and Southwestern Water Exploration Co., dated October 23, 1993, incorporated by reference to Exhibit 2.1 of registrant's Annual Report
on Form 10-KSB for fiscal year ended March 31, 1997, filed May 4, 1998.             
|3.1            |   | Amended and Restated Articles of Incorporation, incorporated by reference to Exhibit 3.1 of registrant's Annual Report on Form 10-KSB for fiscal year ended March 31, 1997, filed May 4,
1998.                                                                                                        
|3.2            |   | By-laws, incorporated by reference to Exhibit 3.2 of registrant's Annual Report on Form 10-KSB for fiscal year ended March 31, 1997, filed May 4, 1998.                                                                                                                                               
|10.1           |   | License Agreement between American Institute of Formation Evaluation Ltd. and American Institute of Formation Evaluation Co., dated September 1, 1993, incorporated by reference to Exhibit 10.1 of registrant's Annual
Report on Form 10-KSB for fiscal year ended March 31, 1997, filed May 4, 1998.
|10.2           |   | 1999 Performance Stock Option Plan, incorporated by reference to Exhibit 10.2 of registrant's Annual Report of Form 10-KSB for fiscal year ended March 31, 2001, filed August 8, 2002.                                                                                                                
|10.2(a         | ) | Amendment No. 1 to 1999 Performance Stock Option Plan, incorporated by reference to Exhibit 10.2(a) of registrant's Annual Report of Form 10-KSB for fiscal year ended March 31, 2001, filed August 8,
2002.                                                                                          
|10.3           |   | Employment Agreement dated October 10, 2001, by and between the registrant and Thomas Lenney incorporated by reference to Exhibit 10.3 of registrant's Annual Report of Form 10-KSB for fiscal year ended
March 31, 2001, filed August 8, 2002.                                                       
|10.3(a         | ) | Amendment to the Employment Agreement by and between the registrant and Thomas Lenney, effective June 29, 2002, incorporated by reference to Exhibit 10.3(a) of registrant's Annual Report of Form 10-KSB for fiscal
year ended March 31, 2001, filed August 8, 2002.                                 
|99.1           |   | Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                               
|99.2           |   | Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                               



The
Company did not file any reports on Form 8-K during the second quarter ended September 30, 2001.

---



SIGNATURES

In accordance with the requirements of the Exchange Act, the Registrant caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

|                      | Southwestern Water Exploration Co.                                                                               
|--------------------- | -----------------------------------------------------------------------------------------------------------------
|Date: August 17, 2002 | /s/STEVEN B. MISNERSteven B. Misner
Chief Executive Officer                                                      
|                      | /s/BARBARA J. MCALLISTERBarbara J. McAllister
Chief Financial Officer (Principal
Accounting Officer) and Director

---